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                                                                   Exhibit 10.37

                                CREDIT AGREEMENT

                          DATED AS OF DECEMBER 8, 2005

                                      AMONG

                             CLAYTON HOLDINGS, INC.,
                                   AS COMPANY,

                           THE LENDERS LISTED HEREIN,
                                   AS LENDERS,

                                  BNP PARIBAS,
                             AS ADMINISTRATIVE AGENT

                                       AND

                           JPMORGAN CHASE BANK, N.A.,

                              AS SYNDICATION AGENT

                                   BNP PARIBAS
                      AS LEAD ARRANGER AND SOLE BOOKRUNNER

                            JPMORGAN CHASE BANK, N.A.
                                 AS CO-ARRANGER

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                                TABLE OF CONTENTS

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                                                                                                  PAGE NO.
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<S>                                                                                                     <C>
SECTION 1.     DEFINITIONS                                                                               1

     1.1    Certain Defined Terms                                                                        1

     1.2    Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement          31

     1.3    Other Definitional Provisions and Rules of Construction                                     31

SECTION 2.     AMOUNTS AND TERMS OF COMMITMENTS AND LOANS                                               32

     2.1    Commitments; Making of Loans; the Register; Optional Notes                                  32

     2.2    Interest on the Loans                                                                       40

     2.3    Fees                                                                                        43

     2.4    Repayments, Prepayments and Reductions in Revolving Loan Commitments; General
            Provisions Regarding Payments; Application of Proceeds of Collateral and Payments
            Under Subsidiary Guaranty                                                                   43

     2.5    Use of Proceeds                                                                             51

     2.6    Special Provisions Governing LIBOR Loans                                                    51

     2.7    Increased Costs; Taxes; Capital Adequacy                                                    53

     2.8    Statement of Lenders; Obligation of Lenders and Issuing Lenders to Mitigate                 59

     2.9    Replacement of a Lender                                                                     59

SECTION 3.     LETTERS OF CREDIT                                                                        60

     3.1    Issuance of Letters of Credit and Lenders' Purchase of Participations Therein               60

     3.2    Letter of Credit Fees                                                                       63

     3.3    Drawings and Reimbursement of Amounts Paid Under Letters of Credit                          63

     3.4    Obligations Absolute                                                                        66

     3.5    Nature of Issuing Lenders' Duties                                                           67

SECTION 4.     CONDITIONS TO LOANS AND LETTERS OF CREDIT                                                68

     4.1    Conditions to Term Loans and Initial Revolving Loans and Swing Line Loans                   68

     4.2    Conditions to All Loans                                                                     75

     4.3    Conditions to Letters of Credit                                                             76
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<Table>
<S>                                                                                                     <C>
SECTION 5.     COMPANY'S REPRESENTATIONS AND WARRANTIES                                                 77

     5.1    Organization, Powers, Qualification, Good Standing, Business and Subsidiaries               77

     5.2    Authorization of Borrowing, etc                                                             78

     5.3    Financial Condition                                                                         78

     5.4    No Material Adverse Change; No Restricted Junior Payments                                   79

     5.5    Title to Properties; Liens; Real Property; Intellectual Property                            79

     5.6    Litigation; Adverse Facts                                                                   80

     5.7    Payment of Taxes                                                                            80

     5.8    Performance of Agreements; Material Contracts                                               81

     5.9    Governmental Regulation                                                                     81

     5.10   Securities Activities                                                                       81

     5.11   Employee Benefit Plans                                                                      82

     5.12   Certain Fees                                                                                83

     5.13   Environmental Protection                                                                    83

     5.14   Employee Matters                                                                            83

     5.15   Solvency                                                                                    83

     5.16   Matters Relating to Collateral                                                              83

     5.17   Disclosure                                                                                  84

     5.18   Subordinated Indebtedness                                                                   85

SECTION 6.     COMPANY'S AFFIRMATIVE COVENANTS                                                          85

     6.1    Financial Statements and Other Reports                                                      85

     6.2    Existence, etc                                                                              90

     6.3    Payment of Taxes and Claims; Tax                                                            91

     6.4    Maintenance of Properties; Insurance; Application of Net Insurance/ Condemnation
            Proceeds                                                                                    91

     6.5    Inspection Rights; Lender Meeting                                                           93

     6.6    Compliance with Laws, etc                                                                   93

     6.7    Environmental Matters                                                                       93

     6.8    Execution of Subsidiary Guaranty and Personal Property Collateral Documents After
            the Closing Date                                                                            95

     6.9    Matters Relating to Additional Real Property Collateral                                     96

     6.10   Deposit Accounts, Securities Accounts and Cash Management Systems.                          97
</Table>

                                      -ii-
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<Table>
<S>                                                                                                     <C>
     6.11   Further Assurances                                                                          97

SECTION 7.     COMPANY'S NEGATIVE COVENANTS                                                             97

     7.1    Indebtedness                                                                                97

     7.2    Liens and Related Matters                                                                   98

     7.3    Investments; Acquisitions                                                                  100

     7.4    Contingent Obligations                                                                     101

     7.5    Restricted Junior Payments                                                                 102

     7.6    Financial Covenants                                                                        102

     7.7    Restriction on Fundamental Changes; Asset Sales                                            104

     7.8    Consolidated Capital Expenditures                                                          105

     7.9    Transactions with Shareholders and Affiliates                                              105

     7.10   Sales and Lease-Backs                                                                      106

     7.11   Conduct of Business                                                                        106

     7.12   Amendments of Documents Relating to Subordinated Indebtedness                              106

     7.13   Fiscal Year                                                                                107

     7.14   OFAC                                                                                       107

SECTION 8.     EVENTS OF DEFAULT                                                                       107

     8.1    Failure to Make Payments When Due                                                          107

     8.2    Default in Other Agreements                                                                107

     8.3    Breach of Certain Covenants                                                                108

     8.4    Breach of Warranty                                                                         108

     8.5    Other Defaults Under Loan Documents                                                        108

     8.6    Involuntary Bankruptcy; Appointment of Receiver, etc                                       108

     8.7    Voluntary Bankruptcy; Appointment of Receiver, etc                                         109

     8.8    Judgments and Attachments                                                                  109

     8.9    Dissolution                                                                                109

     8.10   Employee Benefit Plans                                                                     110

     8.11   Change in Control                                                                          110

     8.12   Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations              110

SECTION 9.     ADMINISTRATIVE AGENT                                                                    111

     9.1    Appointment                                                                                111

     9.2    Powers and Duties; General Immunity                                                        113
</Table>

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<Table>
<S>                                                                                                     <C>
     9.3    Independent Investigation by Lenders; No Responsibility For Appraisal of
            Creditworthiness                                                                           114

     9.4    Right to Indemnity                                                                         115

     9.5    Resignation of Agents; Successor Administrative Agent and Swing Line Lender                115

     9.6    Collateral Documents and Subsidiary Guaranty                                               116

     9.7    Duties of Other Agents                                                                     117

     9.8    Administrative Agent May File Proofs of Claim                                              117

SECTION 10.    MISCELLANEOUS                                                                           118

     10.1   Successors and Assigns; Assignments and Participations in Loans and Letters of
            Credit                                                                                     118

     10.2   Expenses                                                                                   122

     10.3   Indemnity                                                                                  123

     10.4   Set-Off                                                                                    124

     10.5   Ratable Sharing                                                                            124

     10.6   Amendments and Waivers                                                                     125

     10.7   Independence of Covenants                                                                  127

     10.8   Notices; Effectiveness of Signatures                                                       127

     10.9   Survival of Representations, Warranties and Agreements                                     128

     10.10  Failure or Indulgence Not Waiver; Remedies Cumulative                                      128

     10.11  Marshalling; Payments Set Aside                                                            128

     10.12  Severability                                                                               128

     10.13  Obligations Several; Independent Nature of Lenders' Rights; Damage Waiver                  129

     10.14  Release of Security Interest or Guaranty                                                   129

     10.15  Applicable Law                                                                             130

     10.16  Construction of Agreement; Nature of Relationship                                          130

     10.17  Consent to Jurisdiction and Service of Process                                             130

     10.18  Waiver of Jury Trial                                                                       131

     10.19  Confidentiality                                                                            132

     10.20  USA Patriot Act                                                                            133

     10.21  Counterparts; Effectiveness                                                                133
</Table>

                                      -iv-
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EXHIBITS

            I        FORM OF NOTICE OF BORROWING

            II       FORM OF NOTICE OF CONVERSION/CONTINUATION

            III      FORM OF REQUEST FOR ISSUANCE

            IV       FORM OF TERM NOTE

            V        FORM OF REVOLVING NOTE

            VI       FORM OF SWING LINE NOTE

            VII      FORM OF COMPLIANCE CERTIFICATE

            VIII     FORM OF OPINION OF COMPANY COUNSEL

            IX       FORM OF ASSIGNMENT AGREEMENT

            X        FORM OF FINANCIAL CONDITION CERTIFICATE

            XI       FORM OF SUBSIDIARY GUARANTY

            XII      FORM OF SECURITY AGREEMENT

                                       -v-
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                                    SCHEDULES

            1.1      EXAMPLE CALCULATION OF CONSOLIDATED EBITDA

            2.1      REVOLVING LENDERS' COMMITMENTS AND PRO RATA SHARES

            4.1C     CORPORATE AND CAPITAL STRUCTURE; OWNERSHIP; MANAGEMENT

            4.1L     CLOSING DATE MORTGAGED PROPERTIES

            5.1      SUBSIDIARIES OF COMPANY

            5.5B     REAL PROPERTY

            5.5C     INTELLECTUAL PROPERTY

            5.13     ENVIRONMENTAL MATTERS

            5.17     DISCLOSURE

            7.1      PERMITTED INDEBTEDNESS

            7.2      CERTAIN EXISTING LIENS

            7.3      CERTAIN EXISTING INVESTMENTS

            7.4      CONTINGENT OBLIGATIONS

            7.9      TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES

                                      -vi-

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                             CLAYTON HOLDINGS, INC.

                                CREDIT AGREEMENT

               This CREDIT AGREEMENT is dated as of December 8, 2005 and entered
into by and among CLAYTON HOLDINGS, INC., a Delaware corporation ("COMPANY"),
THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each
individually referred to herein as a "LENDER" and collectively as "LENDERS"),
JPMORGAN CHASE BANK, N.A., as syndication agent for Lenders (in such capacity,
"SYNDICATION AGENT") and BNP PARIBAS ("BNP PARIBAS"), as administrative agent
for Lenders (in such capacity, "ADMINISTRATIVE AGENT").

                                 R E C I T A L S

               WHEREAS, Lenders have agreed to extend certain credit facilities
to Company, in an aggregate amount not to exceed $190,000,000, consisting of (a)
$150,000,000 aggregate principal amount of Term Loans (this and other
capitalized terms used in these recitals without definition being used as
defined in subsection 1.1), the proceeds of which will be used to fund the
Recapitalization and to pay fees, commissions and expenses related thereto, and
(b) up to $40,000,000 aggregate principal amount of Revolving Loans, the
proceeds of which will be used to provide financing for working capital and
other general corporate purposes of Company and its Subsidiaries;

               WHEREAS, Company has agreed to secure all of the Obligations
hereunder and under the other Loan Documents by granting to Administrative
Agent, for the benefit of Lenders, a First Priority Lien on substantially all of
its fee owned real property and its personal and mixed property, including a
pledge of the Capital Stock of each of its Domestic Subsidiaries and 66% of the
Capital Stock of each of its first tier Foreign Subsidiaries; and

               WHEREAS, All of the Domestic Subsidiaries of Company have agreed
to guarantee the Obligations hereunder and under the other Loan Documents and to
secure their guaranties by granting to Administrative Agent for the benefit of
Lenders, a First Priority Lien on substantially all of their fee owned real
property and their personal and mixed property, including a pledge of all of the
Capital Stock of their Domestic Subsidiaries and 66% of the Capital Stock of
their first tier Foreign Subsidiaries;

               NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, Company, Lenders, and
Administrative Agent agree as follows:

SECTION 1.     DEFINITIONS

               1.1    CERTAIN DEFINED TERMS.

               The following terms used in this Agreement shall have the
following meanings:

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               "ADDITIONAL MORTGAGED PROPERTY" has the meaning assigned to that
term in subsection 6.9.

               "ADDITIONAL MORTGAGE" has the meaning assigned to that term in
subsection 6.9.

               "ADJUSTED LIBOR" means, for each Interest Period in respect of
any LIBOR Loan, an interest rate per annum (rounded upward, if necessary, to the
nearest 1/100 of 1% determined pursuant to the following formula:

               Adjusted LIBOR =                 LIBOR
                                 -----------------------------------
                                 1.00 - Eurodollar Reserve Percentage

Adjusted LIBOR shall be adjusted automatically as of the effective date of any
change in the Eurodollar Reserve Percentage.

               "ADMINISTRATIVE AGENT" has the meaning assigned to that term in
the introduction to this Agreement and also means and includes any successor
Administrative Agent appointed pursuant to subsection 9.5A.

               "AFFECTED LENDER" has the meaning assigned to that term in
subsection 2.6C.

               "AFFECTED LOANS" has the meaning assigned to that term in
subsection 2.6C.

               "AFFILIATE" as applied to any Person, means any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or
by contract or otherwise. Notwithstanding the foregoing, neither Administrative
Agent nor any Lender shall be deemed to be an "Affiliate" of any Loan Party or
any Affiliate thereof.

               "AGENTS" means Administrative Agent and Syndication Agent.

               "AGGREGATE AMOUNT DUE" has the meaning assigned to that term in
subsection 10.5.

               "AGREEMENT" means this Credit Agreement dated as of December 8,
2005, as it may be amended, supplemented or otherwise modified from time to
time.

               "APPLICABLE CONSOLIDATED LEVERAGE RATIO" means, at any time, the
ratio of (i) Consolidated Total Debt (minus all Cash and Cash Equivalents held
by any Loan Party subject to a First Priority Lien) at such date to (ii)
Consolidated EBITDA for the four consecutive Fiscal Quarters most recently ended
as of the date for which a Compliance Certificate has been most recently
delivered pursuant to subsection 6.1(v).

                                        2
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               "APPROVED FUND" means a Fund that is administered or managed by
(i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate
of an entity that administers or manages a Lender.

               "ASSET SALE" means the sale (x) by Company or any of its
Subsidiaries to any Person other than Company or any Subsidiary Guarantor or (y)
by any Foreign Subsidiary to any Person other than Company or any of its
Subsidiaries of, in each case, (i) any of the stock of any of Company's
Subsidiaries, (ii) substantially all of the assets of any division or line of
business of Company or any of its Subsidiaries, or (iii) any other assets
(whether tangible or intangible) of Company or any of its Subsidiaries (other
than (a) inventory (or other assets) sold, licensed, leased or disposed of in
the ordinary course of business, (b) Cash Equivalents, (c) sales, assignments,
transfers or dispositions of accounts in the ordinary course of business for
purposes of collection and (d) any such other assets to the extent that the
aggregate value of such assets sold in any single transaction or related series
of transactions is equal to $100,000 or less).

               "ASSIGNMENT AGREEMENT" means an Assignment and Assumption
Agreement in substantially the form of EXHIBIT IX annexed hereto.

               "BANKRUPTCY CODE" means Title 11 of the United States Code
entitled "Bankruptcy", as now and hereafter in effect, or any successor statute.

               "BASE RATE" means, for any day, a rate per annum (rounded upwards
to the nearest 1/100 of 1%) equal to the greater of (i) the Prime Rate in effect
on such day and (ii) the Federal Funds Effective Rate in effect on such day plus
1/2 of 1%. If, for any reason, Administrative Agent shall have determined (which
determination shall be conclusive absent manifest error) that it is unable to
ascertain the Federal Funds Effective Rate, including the inability or failure
of Administrative Agent to obtain sufficient quotations in accordance with the
terms hereof, the Base Rate shall be determined without regards to clause (ii)
of the first sentence of this definition until the circumstances giving rise to
such inability no longer exist. Any change in the Base Rate due to a change in
the Prime Rate or the Federal Funds Effective Rate shall be effective on the
effective date of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively.

               "BASE RATE LOANS" means Loans bearing interest at rates
determined by reference to the Base Rate as provided in subsection 2.2A.

               "BASE RATE MARGIN" means the margin over the Base Rate used in
determining the rate of interest of Base Rate Loans pursuant to subsection 2.2A.

               "BUSINESS DAY" means (i) for all purposes other than as covered
by clause (ii) below, any day excluding Saturday, Sunday and any day which is a
legal holiday under the laws of the State of New York or is a day on which
banking institutions located in such state are authorized or required by law or
other governmental action to close, and (ii) with respect to all notices,
determinations, fundings and payments in connection with LIBOR or any LIBOR
Loans, the term Business Day shall mean any day which is a Business Day
described in clause (i) and

                                        3
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which is also a day for trading by and between banks in Dollar deposits in the
London interbank market.

               "CAPITAL LEASE", as applied to any Person, means any lease of any
property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that Person.

               "CAPITAL STOCK" means the capital stock or other equity interests
of a Person.

               "CASH" means money, currency or a credit balance in a Deposit
Account.

               "CASH EQUIVALENTS" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States government or (b) issued by any
agency of the United States the obligations of which are backed by the full
faith and credit of the United States, in each case maturing within one year
after such date; (ii) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof, in each case maturing within one year after such
date and having, at the time of the acquisition thereof, the highest rating
obtainable from either Standard & Poor's ("S&P") or Moody's Investors Service,
Inc. ("MOODY'S"); (iii) commercial paper maturing no more than one year from the
date of creation thereof and having, at the time of the acquisition thereof, a
rating of at least A-1 from S&P or at least P-1 from Moody's; (iv) certificates
of deposit or bankers' acceptances maturing within one year after such date and
issued or accepted by any Lender or by any commercial bank organized under the
laws of the United States of America or any state thereof or the District of
Columbia that (a) is at least "adequately capitalized" (as defined in the
regulations of its primary Federal banking regulator) and (b) has Tier 1 capital
(as defined in such regulations) of not less than $100,000,000; and (v) shares
of any money market mutual fund that (a) has at least 95% of its assets invested
continuously in the types of investments referred to in clauses (i) and (ii)
above, (b) has net assets of not less than $500,000,000, and (c) has the highest
rating obtainable from either S&P or Moody's.

               "CHANGE IN CONTROL" means any of the following: (a) at any time
prior to the consummation of an initial public offering of any of Company's
equity Securities, Permitted Holders shall cease to beneficially own and
control, directly or indirectly, at least a majority of the issued and
outstanding shares of Capital Stock of Company entitled (without regard to the
occurrence of any contingency) to vote for the election of members of the
Governing Body of Company; (b) at any time after the consummation of an initial
public offering of any of Company's equity Securities, (I) Permitted Holders
shall cease to beneficially own and control, directly or indirectly, at least
30% of the capital stock of Company, AND (II) any "person" or "group" (as such
terms are used in sections 13(d) and 14(d) of the Exchange Act, but excluding
any employee benefit plan of such person and its subsidiaries, and any person or
entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan), excluding Permitted Holders, shall become the
beneficial owner, directly or indirectly, of greater than 30% of the then
outstanding voting stock of the Company; or (c) during any period of twelve (12)
consecutive months, the Governing Body of the Company shall not consist of a
majority of the Continuing Members. As used herein, the term "beneficially own"
or "beneficial ownership"

                                        4
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shall have the meaning set forth in the Exchange Act and the rules and
regulations promulgated thereunder.

               "CLASS" means, as applied to Lenders, each of the following two
classes of Lenders: (i) Lenders having Revolving Loan Exposure and (ii) Lenders
having Term Loan Exposure.

               "CLOSING DATE" means December 8, 2005, the date on which the
initial Loans are made.

               "CLOSING DATE MORTGAGE" has the meaning assigned to that term in
subsection 4.1L.

               "CLOSING DATE MORTGAGE POLICIES" has the meaning assigned to that
term in subsection 4.1L.

               "CLOSING DATE MORTGAGED PROPERTY" has the meaning assigned to
that term in subsection 4.1L.

               "COLLATERAL" means, collectively, all of the real, personal and
mixed property (including Capital Stock) in which Liens are purported to be
granted pursuant to the Collateral Documents as security for the Obligations.

               "COLLATERAL ACCOUNT" has the meaning assigned to that term in the
Security Agreement.

               "COLLATERAL DOCUMENTS" means the Security Agreement, the Foreign
Pledge Agreements, the Mortgages, Control Agreements and all other instruments
or documents delivered by any Loan Party pursuant to this Agreement or any of
the other Loan Documents in order to grant to Administrative Agent, on behalf of
Lenders, a Lien on any real, personal or mixed property of that Loan Party as
security for the Obligations.

               "COMMERCIAL LETTER OF CREDIT" means any letter of credit or
similar instrument issued for the purpose of providing the primary payment
mechanism in connection with the purchase of any materials, goods or services by
Company or any of its Subsidiaries in the ordinary course of business of Company
or such Subsidiary.

               "COMMITMENTS" means the commitments of Lenders to make Loans as
set forth in subsection 2.1A and subsection 3.3B.

               "COMPANY" has the meaning assigned to that term in the
introduction to this Agreement.

               "COMPLIANCE CERTIFICATE" means a certificate substantially in the
form of EXHIBIT VII annexed hereto.

                                        5
<Page>

               "CONFIDENTIAL INFORMATION MEMORANDUM" means the Confidential
Information Memorandum dated November 2005 circulated by Administrative Agent in
connection with the syndication of the Loans and the Commitments.

               "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period,
without duplication, the sum of the aggregate of all expenditures (whether paid
in cash or other consideration or accrued as a liability and including that
portion of Capital Leases which is capitalized on the consolidated balance sheet
of Company and its Subsidiaries) by Company and its Subsidiaries during that
period that, in conformity with GAAP, are included in "additions to property,
plant or equipment" or comparable items reflected in the consolidated statement
of cash flows of Company and its Subsidiaries; PROVIDED that for purposes of
this definition, the purchase price of assets that are purchased simultaneously
with the trade-in of existing assets of a similar type and nature or with the
application of Net Insurance/Condemnation Proceeds or Net Asset Sale Proceeds
(to the extent permitted hereunder) shall be included in Consolidated Capital
Expenditures only to the extent of the gross amount of such purchase price less
the credit granted by the seller of such assets for the assets being traded in
at such time or the amount of such net proceeds, as the case may be; and
PROVIDED, FURTHER that Consolidated Capital Expenditures shall exclude (i)
acquisition costs in Permitted Acquisitions, and (ii) costs of leasehold
improvements to the extent either paid for by landlords or, if paid for by the
Company or any of its Subsidiaries, reimbursed by landlords, in each case so
long as neither the Company nor any of its Subsidiaries has any obligation to
pay, reimburse or repay, as the case may be, any portion of such amounts in any
circumstances.

               "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period,
Consolidated Interest Expense for such period EXCLUDING, HOWEVER, any interest
expense not payable in Cash (including amortization of discount and amortization
of debt issuance costs); PROVIDED that for the period from the Closing Date
through the first anniversary of the Closing Date, Consolidated Cash Interest
Expense shall be calculated as of any date of determination by multiplying
Consolidated Cash Interest Expense from the Closing Date through such date of
determination by a fraction the numerator of which is 365 and the denominator of
which is the number of days elapsed since the Closing Date as of such date of
determination.

               "CONSOLIDATED CURRENT ASSETS" means, as at any date of
determination, the total assets of Company and its Subsidiaries on a
consolidated basis which may properly be classified as current assets in
conformity with GAAP, excluding Cash and Cash Equivalents.

               "CONSOLIDATED CURRENT LIABILITIES" means, as at any date of
determination, the total liabilities of Company and its Subsidiaries on a
consolidated basis which may properly be classified as current liabilities in
conformity with GAAP, excluding the current portions of Funded Debt and Capital
Leases.

               "CONSOLIDATED EBITDA" means, for any period, the sum, without
duplication, of the amounts for such period of (i) Consolidated Net Income, (ii)
Consolidated Interest Expense, (iii) payment of or provisions for taxes based on
income, (iv) total depreciation expense, (v) total amortization expense, (vi)
other non-cash items, including without limitation stock based compensation
expense, impairment of goodwill and non-cash charges in respect of rent (other

                                        6
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than any such non-cash item to the extent it represents an accrual of or reserve
for cash expenditures in any future period), (vii) Transaction Costs incurred
during such period, provided such costs were incurred within 60 days after the
Closing Date, (viii) non-recurring or extraordinary costs or losses and costs
attributable to discontinued operations (including, without limitation,
operations disposed of during such period, whether or not such operations were
classified as discontinued) incurred in such period, PROVIDED that the aggregate
amount of such other non-recurring or extraordinary costs included in this
clause (viii) shall not exceed $1,000,000 in any one Fiscal Year or $3,000,000
in the aggregate from and after the Closing Date, (ix) reasonable and customary
expenses incurred in such period and associated with an initial public offering
of Company's equity Securities; PROVIDED that the aggregate amount of such
expenses included in this clause (ix) shall not exceed $2,500,000, (x)
non-recurring costs and expenses incurred in connection with Permitted
Acquisitions, but only, in the case of clauses (ii)-(x), to the extent deducted
in the calculation of Consolidated Net Income, LESS other non-cash items added
in the calculation of Consolidated Net Income (other than any such non-cash item
to the extent it will result in the receipt of cash payments in any future
period), all of the foregoing as determined on a consolidated basis for Company
and its Subsidiaries in conformity with GAAP. An example calculation of
Consolidated EBITDA for the first and second Fiscal Quarters of Fiscal Year 2005
is provided on SCHEDULE 1.1. Notwithstanding anything to the contrary above,
Consolidated EBITDA shall be deemed to be $9,814,000 for the Second Fiscal
Quarter 2005.

               "CONSOLIDATED EXCESS CASH FLOW" means, for any period, an amount
(if positive) equal to (i) the sum, without duplication, of the amounts for such
period of (a) Consolidated EBITDA, (b) the Consolidated Working Capital
Adjustment, and (c) any amounts deducted in the calculation of Consolidated Net
Income for such period that were paid, incurred or accrued in violation of any
of the provisions of this Agreement MINUS (ii) the sum, without duplication, of
the amounts for such period of (a) scheduled repayments of Consolidated Total
Debt (excluding repayments of Revolving Loans or Swing Line Loans except to the
extent the Revolving Loan Commitment Amount is permanently reduced in connection
with such repayments, and repayments of Indebtedness that was incurred in
violation of subsection 7.1), (b) Consolidated Capital Expenditures (net of any
proceeds of any related financings with respect to such expenditures) made in
accordance with subsection 7.8, (c) cash expenditures in connection with
Permitted Acquisitions to the extent not deducted in the calculation of
Consolidated Net Income, (d) Consolidated Cash Interest Expense in respect of
Indebtedness incurred in compliance with subsection 7.1, (e) taxes based on
income of Company and its Subsidiaries and paid in cash during such period, and
(f) amounts described in clauses (vii) through (x) of the definition of
Consolidated EBITDA to the extent incurred in such period and included in
Consolidated EBITDA for such period.

               "CONSOLIDATED EXCESS CASH FLOW PERCENTAGE" has the meaning
assigned to that term in subsection 2.4B(iii)(e).

               "CONSOLIDATED FIXED CHARGES" means, for any period, the sum
(without duplication) of the amounts for such period of (i) Consolidated Cash
Interest Expense, (ii) scheduled principal payments in respect of Consolidated
Total Debt (including, without limitation, the scheduled payments of a portion
of any Capital Leases that are not attributable to

                                        7
<Page>

the Consolidated Cash Interest Expense) with respect to such period and (iii)
cash taxes based on income, all of the foregoing as determined on a consolidated
basis for Company and its Subsidiaries in conformity with GAAP.

               "CONSOLIDATED INTEREST EXPENSE" means, for any period, total
interest expense (including that portion attributable to Capital Leases in
accordance with GAAP and capitalized interest) of Company and its Subsidiaries
on a consolidated basis with respect to all outstanding Indebtedness of Company
and its Subsidiaries, including all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance
financing, net costs under Interest Rate Agreements (and minus net payments
received under Interest Rate Agreements), and amounts referred to in subsection
2.3(a) payable to Administrative Agent and Lenders that are considered interest
expense in accordance with GAAP, less interest income.

               "CONSOLIDATED LEVERAGE RATIO" means, as of the last day of any
Fiscal Quarter, the ratio of (i) Consolidated Total Debt (MINUS all Cash and
Cash Equivalents held by any Loan Party on the last day of such Fiscal Quarter
subject to a First Priority Lien) as at such date to (ii) Consolidated EBITDA
for the consecutive four Fiscal Quarters ending on such date.

               "CONSOLIDATED NET INCOME" means, for any period, the net income
(or loss) of Company and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with GAAP;
PROVIDED that there shall be excluded (i) the income (or loss) of any Person
(other than a Subsidiary of Company) in which any other Person (other than
Company or any of its Subsidiaries) has a joint interest, except to the extent
of the amount of dividends or other distributions actually paid to Company or
any of its Subsidiaries by such Person during such period, (ii) the income (or
loss) of any Person accrued prior to the date it becomes a Subsidiary of Company
or is merged into or consolidated with Company or any of its Subsidiaries or
that Person's assets are acquired by Company or any of its Subsidiaries, (iii)
the income of any Subsidiary of Company to the extent that the declaration or
payment of dividends or similar distributions by that Subsidiary of that income
is not at the time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Subsidiary, (iv) any after-tax gains or losses
attributable to asset sales or returned surplus assets of any Pension Plan, and
(v) (to the extent not included in clauses (i) through (iv) above) any net
extraordinary gains or net non-cash extraordinary losses.

               "CONSOLIDATED TOTAL DEBT" means, as at any date of determination,
the aggregate stated balance sheet amount of all Indebtedness of Company and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP.

               "CONSOLIDATED WORKING CAPITAL" means, as at any date of
determination, the excess (or deficit) of Consolidated Current Assets over
Consolidated Current Liabilities.

               "CONSOLIDATED WORKING CAPITAL ADJUSTMENT" means, for any period
on a consolidated basis, the amount (which may be a negative number) by which
Consolidated Working Capital as of the beginning of such period exceeds (or is
less than) Consolidated Working Capital as of the end of such period.

                                        8
<Page>

               "CONTINGENT OBLIGATION" means, as applied to any Person, any
direct or indirect liability, contingent or otherwise, of that Person (i) with
respect to any Indebtedness, lease, dividend or other obligation of another
Person if the primary purpose or intent thereof by the Person incurring the
Contingent Obligation is to provide assurance to the obligee of such obligation
of another that such obligation of another will be paid or discharged, or that
any agreements relating thereto will be complied with, or that the holders of
such obligation will be protected (in whole or in part) against loss in respect
thereof, (ii) with respect to any letter of credit issued for the account of
that Person or as to which that Person is otherwise liable for reimbursement of
drawings, or (iii) under Hedge Agreements. Contingent Obligations shall include
(a) the direct or indirect guaranty, endorsement (otherwise than for collection
or deposit in the ordinary course of business), co-making, discounting with
recourse or sale with recourse by such Person of the obligation of another, (b)
the obligation to make take-or-pay or similar payments if required regardless of
non-performance by any other party or parties to an agreement, and (c) any
liability of such Person for the obligation of another through any agreement
(contingent or otherwise) (1) to purchase, repurchase or otherwise acquire such
obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise) or (2) to maintain the solvency
or any balance sheet item, level of income or financial condition of another if,
in the case of any agreement described under subclauses (1) or (2) of this
sentence, the primary purpose or intent thereof is as described in the preceding
sentence. The amount of any Contingent Obligation shall be equal to the amount
of the obligation so guaranteed or otherwise supported or, if less, the amount
to which such Contingent Obligation is specifically limited.

               "CONTINUING MEMBER" means, as of any date of determination any
member of the Governing Body of Company who (i) was a member of such Governing
Body on the Closing Date, or (ii) was nominated for election or elected to such
Governing Body with the affirmative vote of a majority of the members who were
either members of such Governing Body on the Closing Date or whose nomination or
election was previously so approved, or (iii) was nominated for election or
elected to such Governing Body by the Sponsor.

               "CONTRACTUAL OBLIGATION", as applied to any Person, means any
provision of any Security issued by that Person or of any material indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument to
which that Person is a party or by which it or any of its properties is bound or
to which it or any of its properties is subject.

               "CONTROL AGREEMENT" means an agreement, satisfactory in form and
substance to Administrative Agent, entered into in connection with any Deposit
Account, security account or commodity account maintained by Company or any of
its Subsidiaries, pursuant to which the financial institution at which such
account is maintained confirms and acknowledges Administrative Agent's security
interest in, and after the occurrence and during the continuance of an Event of
Default and delivery of written notice, sole control over, such account and
limits its rights to set-off with respect to amounts in such account.

                                        9
<Page>

               "CURRENCY AGREEMENT" means any foreign exchange contract,
currency swap agreement, currency futures contract, currency option contract,
synthetic exchange rate cap or other similar agreement or arrangement to which
Company or any of its Subsidiaries is a party.

               "DEPOSIT ACCOUNT" means a demand, time, savings, passbook or like
account (including disbursement accounts, remittance accounts and zero balance
accounts) maintained with a bank, savings and loan association, credit union or
like organization, other than an account evidenced by a negotiable certificate
of deposit.

               "DOLLARS" and the sign "$" mean the lawful money of the United
States of America.

               "DOMESTIC SUBSIDIARY" means any Subsidiary of Company that is
incorporated or organized under the laws of the United States of America, any
state thereof or in the District of Columbia.

               "ELIGIBLE ASSIGNEE" means (A) (i) a commercial bank organized
under the laws of the United States or any state thereof; (ii) a savings and
loan association or savings bank organized under the laws of the United States
or any state thereof; (iii) a commercial bank organized under the laws of any
other country or a political subdivision thereof; PROVIDED that (x) such bank is
acting through a branch or agency located in the United States or (y) such bank
is organized under the laws of a country that is a member of the Organization
for Economic Cooperation and Development or a political subdivision of such
country; and (iv) any other entity that is an "accredited investor" (as defined
in Regulation D under the Securities Act) that extends credit or buys loans as
one of its businesses including insurance companies, mutual funds and lease
financing companies, in each case (under clauses (i) through (iv) above) that is
acceptable to Administrative Agent; and (B) any Lender, any Affiliate of any
Lender and any Approved Fund of any Lender; PROVIDED that none of the Sponsor,
any Loan Party or any Affiliate of any Sponsor or any Loan Party shall be an
Eligible Assignee.

               "EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" as
defined in Section 3(3) of ERISA which is or has been maintained or contributed
to by Company or, any of its Subsidiaries or any of their respective ERISA
Affiliates.

               "ENVIRONMENTAL CLAIM" means any investigation, notice, notice of
violation, claim, action, suit, proceeding, demand, abatement order or other
order or directive (conditional or otherwise), by any Government Authority or
any other Person, arising (i) pursuant to or in connection with any actual or
alleged violation of any Environmental Law, (ii) in connection with any
Hazardous Materials or any actual or alleged Hazardous Materials Activity, or
(iii) in connection with any actual or alleged damage, injury, threat or harm to
health, safety, natural resources or the environment.

               "ENVIRONMENTAL LAWS" means any and all current or future common
law duties or obligations, statutes, ordinances, orders, rules, regulations,
guidance documents, judgments, Governmental Authorizations, or any other
requirements of any Government Authority relating to (i) environmental matters,
including those relating to any Hazardous Materials Activity,

                                       10
<Page>

(ii) the generation, use, storage, transportation or disposal of Hazardous
Materials, or (iii) occupational safety and health, industrial hygiene, land use
or the protection of human, plant or animal health or welfare, in any manner
applicable to Company or any of its Subsidiaries or any Facility.

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

               "ERISA AFFILIATE", as applied to any Person, means (i) any
corporation that is a member of a controlled group of corporations within the
meaning of Section 414(b) of the Internal Revenue Code of which that Person is a
member; (ii) any trade or business (whether or not incorporated) that is a
member of a group of trades or businesses under common control within the
meaning of Section 414(c) of the Internal Revenue Code of which that Person is a
member; and (iii) solely with respect to liability under Section 4980B of the
Internal Revenue Code, any member of an affiliated service group within the
meaning of Section 414(m) or (o) of the Internal Revenue Code of which that
Person, any corporation described in clause (i) above or any trade or business
described in clause (ii) above is a member. Any former ERISA Affiliate of a
Person or any of its Subsidiaries shall continue to be considered an ERISA
Affiliate of such Person or such Subsidiary within the meaning of this
definition to the extent that such Person or such Subsidiary could reasonably be
expected to have any liability with respect thereto under the Internal Revenue
Code or ERISA.

               "ERISA EVENT" means (i) a "reportable event" within the meaning
of Section 4043 of ERISA and the regulations issued thereunder with respect to
any Pension Plan (excluding those for which the provision for 30-day notice to
the PBGC has been waived by regulation); (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code with respect to any
Pension Plan (whether or not waived in accordance with Section 412(d) of the
Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to
any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan
pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such
plan in a distress termination described in Section 4041(c) of ERISA; (iv) the
withdrawal by Company, any of its Subsidiaries or any of their respective ERISA
Affiliates from any Pension Plan with two or more contributing sponsors or the
termination of any such Pension Plan resulting in liability pursuant to Section
4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to
terminate any Pension Plan, or the occurrence of any event or condition which
might constitute grounds under ERISA for the termination of, or the appointment
of a trustee to administer, any Pension Plan; (vi) the imposition of liability
on Company, any of its Subsidiaries or any of their respective ERISA Affiliates
pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of
Section 4212(c) of ERISA; (vii) the withdrawal of Company, any of its
Subsidiaries or any of their respective ERISA Affiliates in a complete or
partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from
any Multiemployer Plan if there is any potential liability therefor, or the
receipt by Company, any of its Subsidiaries or any of their respective ERISA
Affiliates of notice from any Multiemployer Plan that it is in reorganization or
insolvency pursuant to Section 4241 or 4245 of

                                       11
<Page>

ERISA, or that it intends to terminate or has terminated under Section 4041A or
4042 of ERISA; (viii) the occurrence of an act or omission that could give rise
to the imposition on Company, any of its Subsidiaries or any of their respective
ERISA Affiliates of fines, penalties, taxes or related charges under the
Internal Revenue Code, ERISA, or other applicable law in respect of an Employee
Benefit Plan; (ix) the assertion of a material claim (other than routine claims
for benefits) against any Employee Benefit Plan other than a Multiemployer Plan
or the assets thereof, or against Company, any of its Subsidiaries or any of
their respective ERISA Affiliates in connection with any Employee Benefit Plan;
(x) receipt from the Internal Revenue Service of notice of the failure of any
Pension Plan (or any other Employee Benefit Plan intended to be qualified under
Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of
the Internal Revenue Code, or the failure of any trust forming part of any
Pension Plan to qualify for exemption from taxation under Section 501(a) of the
Internal Revenue Code; (xi) the imposition of a Lien pursuant to Section
401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with
respect to any Pension Plan; or (xii) with respect to any Foreign Plan, any
event that under any applicable law is similar or analogous to those events
described above in clauses (i) through (xi).

               "EURODOLLAR RESERVE PERCENTAGE" means the reserve percentage
(expressed as a decimal, rounded upward, if necessary, to the nearest 1/100 of
1%) in effect on the date LIBOR for such Interest Period is determined (whether
or not applicable to any Lender) under regulations issued from time to time by
the Federal Reserve Board for determining the maximum reserve requirement
(including any emergency, supplemental or other marginal reserve requirement)
with respect to Eurocurrency funding (currently referred to as "Eurocurrency
liabilities") having a term comparable to such Interest Period.

               "EVENT OF DEFAULT" means each of the events set forth in Section
8.

               "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute.

               "EXCHANGE RATE" means, on any date when an amount expressed in a
currency other than Dollars is to be determined with respect to any Letter of
Credit, the nominal rate of exchange of Administrative Agent in the New York
foreign exchange market for the sale of such currency in exchange for Dollars at
12:00 noon (New York City time) one Business Day prior to such date, expressed
as a number of units of such currency per one Dollar.

               "EXCLUDED TAXES" means, with respect to the Administrative Agent,
any Lender, or any other recipient of any payment to be made by or on account of
any obligation of Company hereunder, (i) Taxes that are imposed on the overall
net income or net profits of such Person (including franchise taxes imposed in
lieu thereof) (a) by the United States, (b) by any other Government Authority
under the laws of which such Person is organized or has its principal office or
maintains its applicable lending office, or (c) by any jurisdiction solely as a
result of a present or former connection between such Person and such
jurisdiction (other than any such connection arising solely from such Person
having executed, delivered or performed its obligations or received a payment
under, or enforced, any of the Loan Documents), (ii) any branch profits Taxes
imposed by the United States or any similar Tax imposed by any other

                                       12
<Page>

jurisdiction in which Company is located, (iii) any withholding or backup
withholding tax that (x) is imposed on amounts payable to a Lender (other than a
Lender that becomes a party to this Agreement pursuant to subsection 2.9 hereof)
at the time it becomes a party hereto (or designates a new lending office) or
(y) is attributable to such Lender's failure (other than as a result of a Change
in Law) to comply with its obligations under subsection 2.7B(iv), except to the
extent that such Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from Company with respect to such withholding tax pursuant to subsection
2.7B, and (iv) Taxes imposed as a result of such Person's gross negligence or
willful misconduct.

               "EXISTING CREDIT AGREEMENT" means that certain Credit Agreement,
dated as of August 2, 2004, by and among Company (successor-in-interest to
Clayton GRP, Inc.), the financial institutions party thereto and Madison Capital
Funding LLC, as administrative agent, as amended to the date hereof.

               "EXISTING INDEBTEDNESS" means the Existing Credit Agreement and
the other existing Indebtedness of Company and its Subsidiaries for borrowed
money as set forth in SCHEDULE 7.1 annexed hereto and all guaranties, collateral
arrangements and other material agreements and undertakings with respect
thereto.

               "EXISTING SUBORDINATED DEBT DOCUMENTS" means each of the
Subordinated Note Purchase Agreements dated as of May 24, 2004 and August 12,
2004 among Company and the holders of the Subordinated Indebtedness issued
thereunder and all other documents issued in connection therewith.

               "FACILITIES" means any and all real property (including all
buildings, fixtures or other improvements located thereon) now, hereafter owned
or leased, operated or used by Company or any of its Subsidiaries or any of
their respective predecessors or Affiliates.

               "FEDERAL FUNDS EFFECTIVE RATE" means, for any period, a
fluctuating interest rate expressed as a decimal, rounded upwards, if necessary,
to the next higher 1/100 of 1% equal for each day during such period to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
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 for such day on such transactions received by Administrative Agent
from three Federal funds brokers of recognized standing selected by
Administrative Agent.

               "FINANCIAL OFFICER" means the chief executive officer, chief
financial officer or treasurer.

               "FINANCIAL PLAN" has the meaning assigned to that term in
subsection 6.1(xiii).

               "FIRST PRIORITY" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that (i) such
Lien is perfected and has priority

                                       13
<Page>

over any other Lien on such Collateral (other than Liens permitted pursuant to
subsection 7.2) and (ii) such Lien is the only Lien (other than Liens permitted
pursuant to subsection 7.2) to which such Collateral is subject.

               "FISCAL QUARTER" means a fiscal quarter of any Fiscal Year.

               "FISCAL YEAR" means the fiscal year of Company and its
Subsidiaries ending on the Fiscal Year End.

               "FISCAL YEAR END" means, for any Fiscal Year, December 31.

               "FLOOD HAZARD PROPERTY" means a Closing Date Mortgaged Property
or an Additional Mortgaged Property in each case located in an area designated
by the Federal Emergency Management Agency as having special flood or mud slide
hazards.

               "FOREIGN PLAN" means any plan, policy, or arrangement for the
benefit of any employee maintained by Company or any of its Subsidiaries that is
either mandated or governed by any law, rule or regulation of any Government
Authority other than the United States, any state thereof or any other political
subdivision thereof.

               "FOREIGN PLEDGE AGREEMENT" means each pledge agreement or similar
instrument governed by the laws of a country other than the United States,
executed on the Closing Date or from time to time thereafter in accordance with
subsection 6.8 by Company or any Domestic Subsidiary that owns Capital Stock of
one or more Foreign Subsidiaries organized in such country, in form and
substance satisfactory to Administrative Agent, as such Foreign Pledge Agreement
may be amended, supplemented or otherwise modified from time to time.

               "FOREIGN SUBSIDIARY" means any Subsidiary of Company that is not
a Domestic Subsidiary.

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

               "FUNDED DEBT" shall mean (i) all Indebtedness, and any other
liabilities, and obligations, now existing or hereafter arising, for money
borrowed by the Loan Parties (which shall be deemed to include all notes issued
or other liabilities or obligations for money borrowed by any Loan Party to its
shareholders), whether or not evidenced by any note, indenture, or agreement
(including, without limitation, the Notes and any Indebtedness for money
borrowed from an Affiliate of any Loan Party) and (ii) without duplication, all
Indebtedness of others for money borrowed (including Indebtedness of an
Affiliate of any Loan Party) with respect to which any Loan Party has become
liable by way of a guarantee or indemnity. The term "Funded Debt" shall not
include any trade payables or other liabilities not for borrowed money (or
guarantees thereof) incurred in the ordinary course of business and constituting
current obligations of the Loan Parties.

                                       14
<Page>

               "FUNDING AND PAYMENT OFFICE" means (i) the office of
Administrative Agent and Swing Line Lender located at 787 Seventh Avenue, New
York, New York 10019, or (ii) such other office of Administrative Agent and
Swing Line Lender as may from time to time hereafter be designated as such in a
written notice delivered by Administrative Agent and Swing Line Lender to
Company and each Lender.

               "FUNDING DATE" means the date of funding of a Loan.

               "GAAP" means, subject to the limitations on the application
thereof set forth in subsection 1.2, generally accepted accounting principles as
in effect in the United States of America and set forth in opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession, in each
case as the same are applicable to the circumstances as of the date of
determination.

               "GOVERNING BODY" means the board of directors or other body
having the power to direct or cause the direction of the management and policies
of a Person that is a corporation, partnership, trust or limited liability
company.

               "GOVERNMENT AUTHORITY" means the government of the United States
or any other nation, or any state, regional or local political subdivision or
department thereof, and any other governmental or regulatory agency, authority,
body, commission, central bank, board, bureau, organ, court, instrumentality or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government, in each case
whether federal, state, local or foreign (including supra-national bodies such
as the European Union or the European Central Bank).

               "GOVERNMENTAL AUTHORIZATION" means any permit, license,
registration, authorization, plan, directive, accreditation, consent, order or
consent decree of or from, or notice to, any Government Authority.

               "HAZARDOUS MATERIALS" means (i) any chemical, material or
substance at any time defined as or included in the definition of "hazardous
substances", "hazardous wastes", "hazardous materials", "extremely hazardous
waste", "acutely hazardous waste", "radioactive waste", "biohazardous waste",
"pollutant", "toxic pollutant", "contaminant", "restricted hazardous waste",
"infectious waste", "toxic substances", or any other term or expression intended
to define, list or classify substances by reason of properties harmful to
health, safety or the indoor or outdoor environment (including harmful
properties such as ignitability, corrosivity, reactivity, carcinogenicity,
toxicity, reproductive toxicity, "TCLP toxicity" or "EP toxicity" or words of
similar import under any applicable Environmental Laws); (ii) any oil,
petroleum, petroleum fraction or petroleum derived substance; (iii) any drilling
fluids, produced waters and other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal resources;
(iv) any flammable substances or explosives; (v) any radioactive materials; (vi)
any asbestos-containing materials; (vii) urea formaldehyde foam insulation;
(viii) electrical equipment which contains any oil or dielectric fluid
containing polychlorinated

                                       15
<Page>

biphenyls; (ix) pesticides; and (x) any other chemical, material or substance,
exposure to which is prohibited, limited or regulated by any Government
Authority or which may or could pose a hazard to the health and safety of the
owners, occupants or any Persons in the vicinity of any Facility or to the
indoor or outdoor environment.

               "HAZARDOUS MATERIALS ACTIVITY" means any past, current, proposed
or threatened activity, event or occurrence involving any Hazardous Materials,
including the use, manufacture, possession, storage, holding, presence,
existence, location, Release, threatened Release, discharge, placement,
generation, transportation, processing, construction, treatment, abatement,
removal, remediation, disposal, disposition or handling of any Hazardous
Materials, and any corrective action or response action with respect to any of
the foregoing.

               "HEDGE AGREEMENT" means an Interest Rate Agreement or a Currency
Agreement designed to hedge against fluctuations in interest rates or currency
values, respectively.

               "INDEBTEDNESS" means as applied to any Person, (i) all
indebtedness for borrowed money, (ii) that portion of obligations with respect
to Capital Leases that is properly classified as a liability on a balance sheet
in conformity with GAAP, (iii) notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed money,
(iv) any obligation owed for all or any part of the deferred purchase price of
property or services (excluding any such obligations incurred under ERISA),
which purchase price is (a) due more than six months from the date of incurrence
of the obligation in respect thereof or (b) evidenced by a note or similar
written investment, (v) Synthetic Lease Obligations, and (vi) all indebtedness
secured by any Lien on any property or asset owned or held by that Person
regardless of whether the indebtedness secured thereby shall have been assumed
by that Person or is nonrecourse to the credit of that Person. Obligations under
Interest Rate Agreements and Currency Agreements constitute (1) in the case of
Hedge Agreements, Contingent Obligations, and (2) in all other cases,
Investments, and in neither case constitute Indebtedness.

               "INDEMNIFIED LIABILITIES" has the meaning assigned to that term
in subsection 10.3.

               "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

               "INDEMNITEE" has the meaning assigned to that term in subsection
10.3.

               "INSOLVENCY EVENT" means, with respect to any Person, that (i) a
court with jurisdiction over such Person shall enter a decree or order for
relief in respect of the Person or any of its Subsidiaries in an involuntary
case under the Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect, which decree or order is
not stayed; or any other similar relief shall be granted under any applicable
federal or state law; or such Person or any of its Subsidiaries shall commence a
voluntary case under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or

                                       16
<Page>

similar law now or hereafter in effect; or an involuntary case shall be
commenced against such Person or any of its Subsidiaries under the Bankruptcy
Code or under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect; or a decree or order of a court having jurisdiction in the
premises for the appointment of a receiver, liquidator, sequestrator, trustee,
custodian or other officer having similar powers over such Person or any of its
Subsidiaries, or over all or a substantial part of its property, shall have been
entered; or there shall have occurred the involuntary appointment of an interim
receiver, trustee or other custodian of such Person or any of its Subsidiaries
for all or a substantial part of its property; or (ii) a warrant of attachment,
execution or similar process shall have been issued against any substantial part
of the property of such Person or any of its Subsidiaries, and any such event
described in this clause (ii) shall continue for 60 days unless dismissed,
bonded or discharged.

               "INSOLVENCY OR LIQUIDATION PROCEEDING" means (a) any voluntary or
involuntary case or proceeding under the Bankruptcy Code with respect to any
Loan Party as a debtor, (b) any other voluntary or involuntary insolvency,
reorganization or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding with respect to
any Loan Party as a debtor or with respect to any substantial part of their
respective assets, (c) any liquidation, dissolution, reorganization or winding
up of any Loan Party whether voluntary or involuntary and whether or not
involving insolvency or bankruptcy or (d) any assignment for the benefit of
creditors or any other marshalling of assets and liabilities of any Loan Party.

               "INTELLECTUAL PROPERTY" means all patents, trademarks,
tradenames, copyrights, technology, software, know-how and processes used in or
necessary for the conduct of the business of Company and its Subsidiaries as
currently conducted that are material to the condition (financial or otherwise),
business or operations of Company and its Subsidiaries taken as a whole.

               "INTEREST PAYMENT DATE" means (i) with respect to any Base Rate
Loan, each March 31, June 30, September 30 and December 31 of each year,
commencing on the first such date to occur after the Closing Date, and (ii) with
respect to any LIBOR Loan, the last day of each Interest Period applicable to
such Loan; PROVIDED that in the case of each Interest Period of longer than
three months "INTEREST PAYMENT DATE" shall also include the date that is three
months, or any integral multiple thereof, after the commencement of such
Interest Period.

               "INTEREST PERIOD" has the meaning assigned to that term in
subsection 2.2B.

               "INTEREST RATE AGREEMENT" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement to which Company or any of its Subsidiaries is a party.

               "INTEREST RATE DETERMINATION DATE" means, with respect to any
Interest Period, the second Business Day prior to the first day of such Interest
Period.

               "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986,
as amended to the date hereof and from time to time hereafter, and any successor
statute.

                                       17
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               "INVESTMENT" means (i) any direct or indirect purchase or other
acquisition by Company or any of its Subsidiaries of, or of a beneficial
interest in, any Securities of any other Person (including any Subsidiary of
Company), (ii) any direct or indirect redemption, retirement, purchase or other
acquisition for value, by any Subsidiary of Company from any Person other than
Company or any of its wholly-owned Subsidiaries, of any equity Securities of
such Subsidiary, (iii) any direct or indirect loan, advance (other than advances
to employees for moving and relocation, entertainment and travel expenses,
drawing accounts and similar expenditures in the ordinary course of business) or
capital contribution by Company or any of its Subsidiaries to any other Person
(other than a wholly-owned Subsidiary of Company), including all indebtedness
and accounts receivable from that other Person that are not current assets or
did not arise from sales to that other Person in the ordinary course of
business, or (iv) Interest Rate Agreements or Currency Agreements not
constituting Hedge Agreements. The amount of any Investment shall be the
original cost of such Investment PLUS the cost of all additions thereto, without
any adjustments for increases or decreases in value, or write-ups, write-downs
or write-offs with respect to such Investment (other than adjustments for the
repayment of, or the refund of capital with respect to, the original principal
amount of any such Investment).

               "IP COLLATERAL" means, collectively, the Intellectual Property
that constitutes Collateral under the Security Agreement.

               "IP FILING OFFICE" means the United States Patent and Trademark
Office, the United States Copyright Office or any successor or substitute office
in which filings are necessary or, in the opinion of Administrative Agent,
desirable in order to create or perfect Liens on, or evidence the interest of
Administrative Agent and Lenders in, any IP Collateral.

               "ISSUING LENDER" means, with respect to any Letter of Credit, the
Revolving Lender that agrees or is otherwise obligated to issue such Letter of
Credit, determined as provided in subsection 3.1B(ii).

               "JOINT VENTURE" means a joint venture, partnership or other
similar arrangement, whether in corporate, partnership or other legal form.

               "LENDER" and "LENDERS" means the Persons identified as "Lenders"
and listed on the signature pages of this Agreement, together with their
successors and permitted assigns pursuant to subsection 10.1, and the term
"Lenders" shall include Swing Line Lender unless the context otherwise requires;
PROVIDED that the term "Lenders", when used in the context of a particular
Commitment, shall mean Lenders having that Commitment.

               "LENDER HEDGE AGREEMENT" means any Hedge Agreement entered into
by Company or any of its Subsidiaries and one or more Lenders or Affiliates
thereof pursuant to the terms of this Agreement.

               "LETTER OF CREDIT" or "LETTERS OF CREDIT" means Commercial
Letters of Credit and Standby Letters of Credit issued or to be issued by
Issuing Lenders for the account of Company pursuant to subsection 3.1.

                                       18
<Page>

               "LETTER OF CREDIT USAGE" means, as at any date of determination,
the sum of (i) the maximum aggregate amount which is or at any time thereafter
may become available for drawing under all Letters of Credit then outstanding
PLUS (ii) the aggregate amount of all drawings under Letters of Credit honored
by Issuing Lenders and not theretofore reimbursed out of the proceeds of
Revolving Loans pursuant to subsection 3.3B or otherwise reimbursed by Company.
For purposes of this definition, any amounts described in clause (i) or (ii) of
the preceding sentence which is denominated in a currency other than Dollars
shall be valued at the applicable Exchange Rate for such currency as of the
applicable date of determination.

               "LIBOR" means, for any Interest Rate Determination Date with
respect to an Interest Period for a LIBOR Loan, the London interbank offered
rate, rounded upward, if necessary, to the nearest 1/100 of 1%, equal to the
offered rate for deposits in Dollars for a period equal to such Interest Period,
commencing on the first day of such Interest Period, which appears on Telerate
Page 3750 (or such other page as may replace Telerate Page 3750 on that service
or any successor service for the purpose of displaying London interbank offered
rates of major banks) as of 11:00 A.M. (London time), on the Interest Rate
Determination Date for such Interest Period. If the LIBOR rate for an Interest
Period cannot be determined pursuant to the preceding sentence, then the LIBOR
rate for such Interest Period shall be determined on the basis of the rates at
which deposits in Dollars are offered to BNP Paribas at approximately 11:00 A.M.
(London time) on the Interest Rate Determination Date for such Interest Period,
and on an amount that is approximately equal to the principal amount of the
LIBOR Loans to which such Interest Period is applicable. Administrative Agent
will request the principal London office of BNP Paribas to provide a quotation
of its rate.

               "LIBOR LOANS" means Loans bearing interest at rates determined by
reference to Adjusted LIBOR as provided in subsection 2.2A.

               "LIBOR MARGIN" means the margin over Adjusted LIBOR used in
determining the rate of interest of LIBOR Loans pursuant to subsection 2.2A.

               "LIEN" means any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof, and any
agreement to give any security interest) and any option, trust or other
preferential arrangement having the practical effect of any of the foregoing.

               "LOAN" or "LOANS" means one or more of the Loans made by Lenders
to Company pursuant to subsection 2.1A.

               "LOAN DOCUMENTS" means this Agreement, the Notes, any
applications for, or reimbursement agreements or other documents or certificates
executed by Company in favor of an Issuing Lender relating to, the Letters of
Credit, the Subsidiary Guaranty, the Collateral Documents, each Compliance
Certificate, each fee letter, and each other instrument, document and agreement
from time to time delivered by any Loan Party pursuant to this Agreement or any
other Loan Document and all amendments, waivers and consents relating thereto.

                                       19
<Page>

               "LOAN PARTY" means each of Company and any of Company's
Subsidiaries from time to time executing a Loan Document, and "LOAN PARTIES"
means all such Persons, collectively.

               "MARGIN STOCK" has the meaning assigned to that term in
Regulation U of the Board of Governors of the Federal Reserve System as in
effect from time to time.

               "MATERIAL ADVERSE EFFECT" means (i) a material adverse effect
upon the business, operations, properties, assets or condition (financial or
otherwise) of Company and its Subsidiaries taken as a whole, or (ii) the
impairment of the ability of any Loan Party to perform, or of Administrative
Agent or Lenders to enforce, the Obligations.

               "MATERIAL CONTRACT" means any contract (excluding customary
engagement letters) to which Company or any of its Subsidiaries is a party
(other than the Loan Documents) for which breach, nonperformance, cancellation
or failure to renew could reasonably be expected to have a Material Adverse
Effect.

               "MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES AMOUNT" has the
meaning assigned to that term in subsection 7.8.

               "MORTGAGE" means (i) a security instrument (whether designated as
a deed of trust or a mortgage or by any similar title) executed and delivered by
any Loan Party, in form and substance satisfactory to Administrative Agent in
its reasonable discretion, in each case with such changes thereto as may be
recommended by Administrative Agent's local counsel based on local laws or
customary local mortgage or deed of trust practices, or (ii) at Administrative
Agent's option, in the case of an Additional Mortgaged Property, an amendment to
an existing Mortgage, in form satisfactory to Administrative Agent, adding such
Additional Mortgaged Property to the Real Property Assets encumbered by such
existing Mortgage, in either case as such security instrument or amendment may
be amended, supplemented or otherwise modified from time to time. "MORTGAGES"
means all such instruments, including any Additional Mortgages, collectively.

               "MULTIEMPLOYER PLAN" means any Employee Benefit Plan that is or
has been a "multiemployer plan" as defined in Section 3(37) of ERISA.

               "NET ASSET SALE PROCEEDS" means, with respect to any Asset Sale,
Cash payments (including any Cash received by way of deferred payment pursuant
to, or by monetization of, a note receivable or otherwise, but only as and when
so received) received from such Asset Sale, NET OF any bona fide direct costs or
expenses incurred by any Loan Party in connection with such Asset Sale,
including (i) income taxes reasonably estimated to be actually payable by any
Loan Party within two years of the date of such Asset Sale as a result of any
gain recognized in connection with such Asset Sale, (ii) commissions, fees,
legal and accounting expenses, and all other costs and expenses incurred in
connection with such Asset Sale and (iii) payment of the outstanding principal
amount of, premium or penalty, if any, and interest on any Indebtedness (other
than the Loans) that is (a) secured by a Lien on the stock or assets in question
and that is required to be repaid under the terms thereof or under applicable
law as a result of such Asset

                                       20
<Page>

Sale and (b) actually paid at the time of receipt of such cash payment to a
Person that is not an Affiliate of any Loan Party or of any Affiliate of a Loan
Party.

               "NET INSURANCE/CONDEMNATION PROCEEDS" means any Cash payments or
proceeds received by Company, or any of its Subsidiaries (i) under any business
interruption or casualty insurance policy in respect of a covered loss
thereunder or (ii) as a result of the taking of any assets of Company or any of
its Subsidiaries by any Person pursuant to the power of eminent domain,
condemnation or otherwise, or pursuant to a sale of any such assets to a
purchaser with such power under threat of such a taking, in each case net of any
(a) actual and reasonable documented costs incurred by Company or any of its
Subsidiaries in connection with the adjustment or settlement of any claims of
Company or such Subsidiary in respect thereof and (b) any reasonable costs
incurred in connection with any sale of such assets as referred to in clause
(ii) of this definition including, without limitation, income taxes payable as a
result of any gain recognized in connection therewith.

               "NET SECURITIES PROCEEDS" means the cash proceeds (net of
underwriting discounts and commissions and other reasonable costs and expenses
associated therewith, including reasonable legal fees and expenses) from (i) the
issuance of Securities of or the incurrence of Indebtedness by Company or any of
its Subsidiaries and (ii) capital contributions made by a holder of Capital
Stock of Company.

               "NON-CONSENTING LENDER" has the meaning assigned to that term in
subsection 2.9.

               "NON-US LENDER" means a Lender that is organized under the laws
of any jurisdiction other than the United States or any state or other political
subdivision thereof.

               "NOTES" means one or more of the Term Notes, Revolving Notes or
Swing Line Note or any combination thereof.

               "NOTICE OF BORROWING" means a notice substantially in the form of
EXHIBIT I annexed hereto.

               "NOTICE OF CONVERSION/CONTINUATION" means a notice substantially
in the form of EXHIBIT II annexed hereto.

               "OBLIGATIONS" means all obligations of every nature of each Loan
Party from time to time owed to Administrative Agent, Lenders or any of them
under the Loan Documents, whether for principal, interest (including interest
accruing on or after the occurrence of an Insolvency Event), reimbursement of
amounts drawn under Letters of Credit, fees, expenses, indemnification or
otherwise.

               "OFAC" means the Office of Foreign Assets Control of the United
States Department of the Treasury, or any successor office or agency.

                                       21
<Page>

               "OFFICER" means the president, chief executive officer, a vice
president, chief financial officer, treasurer, general partner (if an
individual), managing member (if an individual) or other individual appointed by
the Governing Body or the Organizational Documents of a corporation,
partnership, trust or limited liability company to serve in a similar capacity
as any of the foregoing.

               "OFFICER'S CERTIFICATE" as applied to any Person that is a
corporation, partnership, trust or limited liability company, means a
certificate executed on behalf of such Person by one or more Officers of such
Person or one or more Officers of a general partner or a managing member if such
general partner or managing member is a corporation, partnership, trust or
limited liability company.

               "OPERATING LEASE" means, as applied to any Person, any lease
(including leases that may be terminated by the lessee at any time) of any
property (whether real, personal or mixed) that is not a Capital Lease other
than any such lease under which that Person is the lessor.

               "ORGANIZATIONAL DOCUMENTS" means the documents (including Bylaws,
if applicable) pursuant to which a Person that is a corporation, partnership,
trust or limited liability company is organized.

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

               "PARTICIPANT" means a purchaser of a participation in the rights
and obligations under this Agreement pursuant to subsection 10.1C.

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

               "PENSION PLAN" means any Employee Benefit Plan, other than a
Multiemployer Plan, that is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA.

               "PERMITTED ACQUISITION" has the meaning assigned to that term in
subsection 7.3(ix).

               "PERMITTED ENCUMBRANCES" means the following types of Liens
(excluding any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or by ERISA, any such Lien imposed by a Government
Authority in connection with any Foreign Plan, any such Lien relating to or
imposed in connection with any Environmental Claim, and any such Lien expressly
prohibited by any applicable terms of any of the Collateral Documents):

               (i)    Liens for taxes, assessments or governmental charges or
     claims the payment of which is not, at the time, required by subsection
     6.3;

                                       22
<Page>

               (ii)   Liens of landlords, Liens of collecting banks under the
     UCC on items in the course of collection, statutory Liens and rights of
     set-off of banks, statutory Liens of carriers, warehousemen, mechanics,
     repairmen, workmen and materialmen, and other Liens imposed by law, in each
     case incurred in the ordinary course of business (a) for amounts not yet
     overdue or (b) for amounts that are overdue and that (in the case of any
     such amounts overdue for a period in excess of 30 days) are being contested
     in good faith by appropriate proceedings, so long as (1) such reserves or
     other appropriate provisions, if any, as shall be required by GAAP shall
     have been made for any such contested amounts, and (2) in the case of a
     Lien with respect to any portion of the Collateral, such contest
     proceedings conclusively operate to stay the sale of any portion of the
     Collateral on account of such Lien;

               (iii)  deposits made in the ordinary course of business in
     connection with workers' compensation, unemployment insurance and other
     types of social security, or to secure the performance of statutory
     obligations, bids, leases, government contracts, trade contracts and other
     similar obligations (exclusive of obligations for the payment of borrowed
     money), so long as no foreclosure, sale or similar proceedings have been
     commenced with respect to any portion of the Collateral (other than such
     deposits) on account thereof;

               (iv)   any attachment or judgment Lien not constituting an Event
     of Default under subsection 8.8;

               (v)    licenses (with respect to Intellectual Property and other
     property), leases or subleases granted to third parties in accordance with
     any applicable terms of the Collateral Documents and not interfering in any
     material respect with the ordinary conduct of the business of Company or
     any of its Subsidiaries or resulting in a material diminution in the value
     of any Collateral as security for the Obligations;

               (vi)   easements, rights-of-way, restrictions, encroachments, and
     other minor defects or irregularities in title, in each case which do not
     and will not interfere in any material respect with the ordinary conduct of
     the business of Company or any of its Subsidiaries or result in a material
     diminution in the value of any Collateral as security for the Obligations;

               (vii)  any (a) interest or title of a lessor or sublessor under
     any lease not prohibited by this Agreement, (b) Lien or restriction that
     the interest or title of such lessor or sublessor may be subject to;

               (viii) Liens arising from filing UCC financing statements
     relating solely to leases not prohibited by this Agreement;

               (ix)   Liens in favor of customs and revenue authorities arising
     as a matter of law to secure payment of customs duties in connection with
     the importation of goods;

                                       23
<Page>

               (x)    any zoning or similar law or right reserved to or vested
     in any Governmental Authority to control or regulate the use of any real
     property;

               (xi)   Liens granted pursuant to the Collateral Documents;

               (xii)  Liens securing obligations (other than obligations
     representing Indebtedness for borrowed money) under operating, reciprocal
     easement or similar agreements entered into in the ordinary course of
     business of Company and its Subsidiaries; and

               (xiii) Liens in respect of an agreement to sell or otherwise
     transfer any property, to the extent such sale or transfer is permitted by
     subsection 7.7.

               "PERMITTED HOLDERS" means (i) Sponsor or any entity controlled
thereby or any of the partners thereof and/or (ii) any of the Permitted
Transferees of any Person in clause (i) hereof.

               "PERMITTED TRANSFEREES" means, with respect to any Person, (i)
any Affiliates of such Person, (ii) the heirs, executors, administrators,
testamentary trustees, legatees or beneficiaries of any such Person or (iii) a
trust, the beneficiaries of which, or a corporation or partnership, the
stockholders, or general and limited partners, of which, or a limited liability
company, the members of which, include only such Person or his or her spouse or
lineal descendants, in each case to whom such Person has transferred the
beneficial ownership of any Securities of Company.

               "PERSON" means and includes natural persons, corporations,
limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and Government Authorities.

               "PLEDGED COLLATERAL" means collectively, the "Pledged Collateral"
as defined in the Security Agreement and any Foreign Pledge Agreement.

               "POTENTIAL EVENT OF DEFAULT" means a condition or event that,
after notice or lapse of time or both, would constitute an Event of Default.

               "PRICING CERTIFICATE" means an Officer's Certificate of Company
certifying the Consolidated Leverage Ratio as at the last day of any Fiscal
Quarter and setting forth the calculation of such Consolidated Leverage Ratio in
reasonable detail.

               "PRIME RATE" means the rate that BNP Paribas in New York
announces from time to time as its prime rate, effective as of the date
announced as the effective date of any change in such prime rate. Without notice
to Company or any other Person, the Prime Rate shall change automatically from
time to time as and in the amount by which such prime rate shall fluctuate. The
Prime Rate is a reference rate and does not necessarily represent the lowest or

                                       24
<Page>

best rate actually charged to any customer. BNP Paribas or any other Lender may
make commercial loans or other loans at rates of interest at, above or below the
Prime Rate.

               "PROCEEDINGS" means any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or
arbitration.

               "PRO FORMA BASIS" means, with respect to compliance with any test
or covenant hereunder, compliance with such test or covenant after giving effect
to (i) any Permitted Acquisition, (ii) any Asset Sale of a Subsidiary or
operating entity or (iii) any incurrence of Indebtedness being given PRO FORMA
effect or any incurrence of Indebtedness in connection with any Permitted
Acquisition being given PRO FORMA effect (including (a) pro forma adjustments
arising out of events which are directly attributable to the Acquisition, the
proposed Permitted Acquisition, Asset Sale or incurrence of Indebtedness, are
factually supportable and are expected to have a continuing impact, in each case
as determined on a basis consistent with Article 11 of Regulation S-X of the
Securities Act, as interpreted by the Staff of the Securities and Exchange
Commission, (b) pro forma adjustments reasonably acceptable to Administrative
Agent arising out of operating expense reductions attributable to such
transaction being given PRO FORMA effect that (1) have been realized or (2) will
be implemented following such transaction and are supportable and quantifiable
and, in each case, including, but not limited to, (A) reduction in personnel
expenses, (B) reduction of costs related to administrative functions, (C)
reductions of costs related to leased or owned properties and (D) reductions
from the consolidation of operations and streamlining of corporate overhead and
(c) such other adjustments as are reasonably satisfactory to Administrative
Agent, in each case as certified by a Financial Officer of Company) using, for
purposes of determining such compliance, the historical financial statements of
all entities or assets so acquired or sold and the consolidated financial
statements of Company and its Subsidiaries, which shall be reformulated as if
such Permitted Acquisition or Asset Sale, and all other Permitted Acquisitions
or Asset Sales that have been consummated during the period, and any
Indebtedness or other liabilities repaid in connection therewith had been
consummated and incurred or repaid at the beginning of such period (and assuming
that such Indebtedness to be incurred bears interest during any portion of the
applicable measurement period prior to the relevant acquisition at the interest
rate which is or would be in effect with respect to such Indebtedness as at the
relevant date of determination).

               "PRO RATA SHARE" means (i) with respect to all payments,
computations and other matters relating to the Term Loan Commitment or the Term
Loan of any Lender, the percentage obtained by DIVIDING (x) the Term Loan
Exposure of that Lender BY (y) the aggregate Term Loan Exposure of all Lenders,
(ii) with respect to all payments, computations and other matters relating to
the Revolving Loan Commitment or the Revolving Loans of any Lender or any
Letters of Credit issued or participations therein deemed purchased by any
Lender or any assignments of any Swing Line Loans deemed purchased by any
Lender, the percentage obtained by DIVIDING (x) the Revolving Loan Exposure of
that Lender BY (y) the aggregate Revolving Loan Exposure of all Lenders, and
(iii) for all other purposes with respect to each Lender, the percentage
obtained by DIVIDING (x) the sum of the Term Loan Exposure of that Lender PLUS
the Revolving Loan Exposure of that Lender BY (y) the sum of the aggregate Term
Loan Exposure of all Lenders PLUS the aggregate Revolving Loan Exposure of all
Lenders, in any such case as the applicable percentage may be adjusted by
assignments permitted pursuant to subsection 10.1 or

                                       25
<Page>

required pursuant to subsection 10.5. The initial Pro Rata Share of each
Revolving Lender for purposes of each of clause (ii) of the preceding sentence
is set forth opposite the name of that Lender in SCHEDULE 2.1 annexed hereto.

               "REAL PROPERTY ASSET" means, at any time of determination, any
fee interest then owned by any Loan Party in any real property.

               "RECAPITALIZATION" means the recapitalization of the Company in
which the Existing Indebtedness under the Existing Credit Agreement and under
the Existing Subordinated Debt Documents will be repaid on the Closing Date and
the Recapitalization Payment will be made on or about the Closing Date, in each
case with the proceeds of the Term Loans and certain cash-on-hand of the
Company.

               "RECAPITALIZATION PAYMENT" means the application by the Company
of the proceeds of the Term Loans and cash-on-hand on or about the Closing Date
towards an earn-out payment to the founding stockholders of Clayton Services,
Inc. and a dividend by the Company to its preferred stockholders in an aggregate
amount not to exceed $70,000,000.

               "REFUNDED SWING LINE LOANS" has the meaning assigned to that term
in subsection 2.1A(iii)(b).

               "REGISTER" has the meaning assigned to that term in subsection
2.1D.

               "REGULATION D" means Regulation D of the Board of Governors of
the Federal Reserve System, as in effect from time to time.

               "REIMBURSEMENT DATE" has the meaning assigned to that term in
subsection 3.3B.

               "RELATED PARTIES" has the meaning assigned to that term in
subsection 9.1A.

               "RELEASE" means any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of Hazardous Materials into the indoor or outdoor
environment (including the abandonment or disposal of any barrels, containers or
other closed receptacles containing any Hazardous Materials), or including the
movement of any Hazardous Materials through into or out of the air, soil,
surface water, groundwater or property.

               "REQUEST FOR ISSUANCE" means a request substantially in the form
of EXHIBIT III annexed hereto.

               "REQUISITE CLASS LENDERS" means, at any time of determination (i)
for the Class of Lenders having Revolving Loan Exposure, Lenders having or
holding more than 50% of the aggregate Revolving Loan Exposure of all Lenders,
and (ii) for the Class of Lenders having Term Loan Exposure, Lenders having or
holding more than 50% of the aggregate Term Loan Exposure of all Lenders.

                                       26
<Page>

               "REQUISITE LENDERS" means Lenders having or holding more than 50%
of the SUM of the aggregate Term Loan Exposure of all Lenders PLUS the aggregate
Revolving Loan Exposure of all Lenders.

               "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of stock
of Company now or hereafter outstanding, except a dividend payable solely in
shares of that class of stock to the holders of that class, (ii) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for
value, direct or indirect, of any shares of any class of stock of Company now or
hereafter outstanding, (iii) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire
shares of any class of stock of Company now or hereafter outstanding, and (iv)
any payment or prepayment of principal of, premium, if any, or interest on, or
redemption, purchase, retirement, defeasance (including in-substance or legal
defeasance), sinking fund or similar payment with respect to, any Subordinated
Indebtedness.

               "REVOLVING LENDER" means a Lender that has a Revolving Loan
Commitment and/or that has an outstanding Revolving Loan.

               "REVOLVING LOAN COMMITMENT" means the commitment of a Revolving
Lender to make Revolving Loans to Company pursuant to subsection 2.1A(ii), and
"REVOLVING LOAN COMMITMENTS" means such commitments of all Revolving Lenders in
the aggregate.

               "REVOLVING LOAN COMMITMENT AMOUNT" means, at any date, the
aggregate amount of the Revolving Loan Commitments of all Revolving Lenders.

               "REVOLVING LOAN COMMITMENT TERMINATION DATE" means December 8,
2011.

               "REVOLVING LOAN EXPOSURE" means, with respect to any Revolving
Lender, as of any date of determination (i) prior to the termination of the
Revolving Loan Commitments, the amount of that Lender's Revolving Loan
Commitment, and (ii) after the termination of the Revolving Loan Commitments,
the sum of (a) the aggregate outstanding principal amount of the Revolving Loans
of that Lender PLUS (b) in the event that Lender is an Issuing Lender, the
aggregate Letter of Credit Usage in respect of all Letters of Credit issued by
that Lender (in each case net of any participations purchased by other Lenders
in such Letters of Credit or in any unreimbursed drawings thereunder) PLUS (c)
the aggregate amount of all participations deemed PURCHASED by that Lender in
any outstanding Letters of Credit or any unreimbursed drawings under any Letters
of Credit PLUS (d) in the case of Swing Line Lender, the aggregate outstanding
principal amount of all Swing Line Loans (net of any assignments thereof deemed
purchased by other Revolving Lenders) PLUS (e) the aggregate amount of all
assignments deemed purchased by that Lender in any outstanding Swing Line Loans.

               "REVOLVING LOANS" means the Loans made by Revolving Lenders to
Company pursuant to subsection 2.1A(ii).

                                       27
<Page>

               "REVOLVING NOTES" means (i) the promissory notes of Company
issued pursuant to subsection 2.1E and (ii) any promissory notes issued by
Company pursuant to 10.1B(i) in connection with assignments of the Revolving
Loan Commitments and Revolving Loans of any Revolving Lenders, in each case
substantially in the form of EXHIBIT V annexed hereto, as they may be amended,
supplemented or otherwise modified from time to time.

               "SECURITIES" means any stock, shares, partnership interests,
voting trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated, certificated or uncertificated, or otherwise, or in general any
instruments commonly known as "securities" or any certificates of interest,
shares or participations in temporary or interim certificates for the purchase
or acquisition of, or any right to subscribe to, purchase or acquire, any of the
foregoing.

               "SECURITIES ACCOUNT" means an account to which a financial asset
is or may be credited in accordance with an agreement under which the Person
maintaining the account undertakes to treat the Person for whom the account is
maintained as entitled to exercise the rights that comprise the financial asset.

               "SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time, and any successor statute.

               "SECURITY AGREEMENT" means the Security Agreement executed and
delivered on the Closing Date, substantially in the form of EXHIBIT XII annexed
hereto, as such Security Agreement may thereafter be amended, supplemented or
otherwise modified from time to time.

               "SOLVENT" means, with respect to any Person, that as of the date
of determination both (i)(a) the then fair saleable value of the property of
such Person is (1) greater than the total amount of liabilities (including
contingent liabilities) of such Person and (2) not less than the amount that
will be required to pay the probable liabilities on such Person's then existing
debts as they become absolute and due considering all financing alternatives and
potential asset sales reasonably available to such Person; (b) such Person's
capital is not unreasonably small in relation to its business or any
contemplated or undertaken transaction; and (c) such Person does not intend to
incur, or believe (nor should it reasonably believe) that it will incur, debts
beyond its ability to pay such debts as they become due; and (ii) such Person is
"solvent" within the meaning given that term and similar terms under applicable
laws relating to fraudulent transfers and conveyances. For purposes of this
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability.

               "SPONSOR" means TA Associates, Inc.

               "STANDBY LETTER OF CREDIT" means any standby letter of credit or
similar instrument issued for the purpose of supporting (i) Indebtedness of
Company or any of its Subsidiaries, (ii) workers' compensation liabilities of
Company or any of its Subsidiaries,

                                       28
<Page>

(iii) the obligations of third party insurers of Company or any of its
Subsidiaries arising by virtue of the laws of any jurisdiction requiring third
party insurers, (iv) obligations with respect to Capital Leases or Operating
Leases of Company or any of its Subsidiaries, (v) performance, payment, deposit
or surety obligations of Company or any of its Subsidiaries, in any case if
required by law or governmental rule or regulation or in accordance with custom
and practice in the industry, and (vi) other obligations of the Company or any
of its Subsidiaries in the ordinary course of business.

               "STATED MATURITY DATE" means December 8, 2011.

               "SUBORDINATED INDEBTEDNESS" means any indebtedness of Company
incurred from time to time and subordinated in right of payment to the
Obligations.

               "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, trust, limited liability company, association, Joint Venture or
other business entity of which more than 50% of the total voting power of shares
of stock or other ownership interests entitled (without regard to the occurrence
of any contingency) to vote in the election of the members of the Governing Body
is at the time owned or controlled, directly or indirectly, by that Person or
one or more of the other Subsidiaries of that Person or a combination thereof.

               "SUBSIDIARY GUARANTOR" means any Subsidiary of Company that
executes and delivers a counterpart of the Subsidiary Guaranty on the Closing
Date or from time to time thereafter pursuant to subsection 6.8.

               "SUBSIDIARY GUARANTY" means the Subsidiary Guaranty executed and
delivered by existing Subsidiaries of Company on the Closing Date and to be
executed and delivered by additional Subsidiaries of Company from time to time
thereafter in accordance with subsection 6.8, substantially in the form of
EXHIBIT XI annexed hereto, as such Subsidiary Guaranty may hereafter be amended,
supplemented or otherwise modified from time to time.

               "SUPPLEMENTAL COLLATERAL AGENT" has the meaning assigned to that
term in subsection 9.1B.

               "SWING LINE LENDER" means Administrative Agent, or any Person
serving as a successor Administrative Agent hereunder, in its capacity as Swing
Line Lender hereunder.

               "SWING LINE LOAN COMMITMENT" means the commitment of Swing Line
Lender to make Swing Line Loans to Company pursuant to subsection 2.1A(iii).

               "SWING LINE LOANS" means the Loans made by Swing Line Lender to
Company pursuant to subsection 2.1A(iii).

               "SWING LINE NOTE" means (i) the promissory note of Company issued
pursuant to subsection 2.1E on the Closing Date and (ii) any promissory note
issued by Company to any successor Administrative Agent and Swing Line Lender
pursuant to the last sentence of

                                       29
<Page>

subsection 9.5B, in each case substantially in the form of EXHIBIT VI annexed
hereto, as it may be amended, supplemented or otherwise modified from time to
time.

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

               "TAX" or "TAXES" means any present or future tax, levy, impost,
duty, charge, fee, deduction or withholding of any nature and whatever called,
by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld
or assessed, including interest, penalties, additions to tax and any similar
liabilities with respect thereto.

               "TERM LOAN COMMITMENT" means the commitment of a Lender to make a
Term Loan to Company pursuant to subsection 2.1A(i), and "TERM LOAN COMMITMENTS"
means such commitments of all Lenders in the aggregate.

               "TERM LOAN EXPOSURE" with respect to any Lender, means, as of any
date of determination (i) prior to the funding of the Term Loans, that Lender's
Term Loan Commitment, and (ii), after the funding of the Term Loans, the
outstanding principal amount of the Term Loan of that Lender.

               "TERM LOANS" means the Loans made by Lenders to Company pursuant
to subsection 2.1A(i).

               "TERM NOTES" means any promissory notes of Company issued
pursuant to subsection 2.1E to evidence the Term Loans of any Lenders and (ii)
any promissory notes issued by Company pursuant to subsection 10.1B(i) in
connection with assignments of the Term Loan Commitments or Term Loans of any
Lenders, in each case, substantially in the form of EXHIBIT IV annexed hereto,
as they may be amended, supplemented or otherwise modified from time to time.

               "TITLE COMPANY" means one or more title insurance companies
reasonably satisfactory to Administrative Agent."

               "TOTAL UTILIZATION OF REVOLVING LOAN COMMITMENTS" means, as at
any date of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans PLUS (ii) the aggregate principal amount of all
outstanding Swing Line Loans PLUS (iii) the Letter of Credit Usage.

               "TRANSACTION COSTS" means all fees, costs, expenses, premiums,
termination payments and prepayment penalties incurred by any Loan Party on or
before the Closing Date (or promptly thereafter in connection with the
transactions occurring on the Closing Date) in connection with the transactions
contemplated by the Loan Documents, including write-off of deferred financing
costs.

                                       30
<Page>

               "UCC" means the Uniform Commercial Code as in effect in any
applicable jurisdiction.

               "UNASSERTED OBLIGATIONS" means, at any time, Obligations for
taxes, costs, indemnifications, reimbursements, damages and other liabilities
(except for (i) the principal of and interest on, and fees relating to, any
Indebtedness and (ii) contingent reimbursement obligations in respect of amounts
that may be drawn under Letters of Credit) in respect of which no claim or
demand for payment has been made (or, in the case of obligations for
indemnification, no notice for indemnification has been issued by the
indemnitee) at such time.

               1.2    ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF
                      CALCULATIONS UNDER AGREEMENT.

               A.     Except as otherwise expressly provided in this Agreement,
all accounting terms not otherwise defined herein shall have the meanings
assigned to them in conformity with GAAP. Financial statements and other
information required to be delivered by Company to Lenders pursuant to clauses
(ii), (iii), (iv) and (xiii) of subsection 6.1 shall be prepared in accordance
with GAAP as in effect at the time of such preparation (and delivered together
with the reconciliation statements provided for in subsection 6.1(vi)).
Calculations in connection with the definitions, covenants and other provisions
of this Agreement shall utilize GAAP as in effect on the date of determination,
applied in a manner consistent with that used in preparing the financial
statements referred to in subsection 5.3. 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 Company, Administrative Agent or Requisite Lenders shall
so request, Administrative Agent, Lenders and Company 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 Requisite Lenders),
PROVIDED that, until so amended, such ratio or requirement shall continue to be
computed in accordance with GAAP prior to such change therein and Company shall
provide to Administrative Agent and Lenders reconciliation statements provided
for in subsection 6.1(vi).

               B.     Notwithstanding anything to the contrary contained herein,
financial ratios and other financial calculations pursuant to this Agreement
(other than pursuant to subsection 7.8) shall, following any Permitted
Acquisition or any Asset Sale of a Subsidiary or operating entity, be calculated
on a Pro Forma Basis until the completion of four full Fiscal Quarters following
such transaction.

               1.3    OTHER DEFINITIONAL PROVISIONS AND RULES OF CONSTRUCTION.

               A.     Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the
reference.

               B.     References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Agreement unless otherwise
specifically provided. Section and subsection headings in this Agreement are
included herein for convenience of reference only and

                                       31
<Page>

shall not constitute a part of this Agreement for any other purpose or be given
any substantive effect.

               C.     An Event of Default shall "continue" or be "continuing"
until such Event of Default has been waived in accordance with subsection 10.6
hereof or otherwise cured.

               D.     The use in any of the Loan Documents of the word "include"
or "including", when following any general statement, term or matter, shall not
be construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or
matters, whether or not nonlimiting language (such as "without limitation" or
"but not limited to" or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the scope of such general statement, term or matter.

               E.     Any reference herein or in any other Loan Document to any
agreement, document or instrument, including this Agreement, the Notes, the
other Loan Documents and any schedules or exhibits thereto, unless expressly
noted otherwise, shall be a reference to each such agreement, document or
instrument as it may be amended, restated, supplemented or otherwise modified
from time to time in accordance with its terms and to the extent permitted (or
not restricted) hereunder or under the applicable Loan Document.

SECTION 2.     AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

               2.1    COMMITMENTS; MAKING OF LOANS; THE REGISTER; OPTIONAL
                      NOTES.

               A.     COMMITMENTS.  Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of Company
herein set forth, each Lender hereby severally agrees to make the Loans
described in subsections 2.1A(i) and 2.1A(ii) and Swing Line Lender hereby
agrees to make the Swing Line Loans as described in subsection 2.1A(iii).

               (i)    TERM LOANS. Each Lender that has a Term Loan Commitment
     severally agrees to lend to Company on the Closing Date an amount not
     exceeding its Pro Rata Share of the aggregate amount of the Term Loan
     Commitments to be used for the purposes identified in subsection 2.5A. The
     original amount of each Lender's Term Loan shall be set forth in the
     Register on the Closing Date and the aggregate amount of the Term Loan
     Commitments is $150,000,000; PROVIDED that the Term Loan Commitment of each
     Lender shall be adjusted to give effect to any assignments of such Term
     Loan Commitment pursuant to subsection 10.1B. Each Lender's Term Loan
     Commitment shall expire immediately and without further action at 11:59
     p.m. New York time on December 8, 2005 if the Term Loans are not made on or
     before that time. Company may make only one borrowing under the Term Loan
     Commitments. Amounts borrowed under this subsection 2.1A(i) and
     subsequently repaid or prepaid may not be reborrowed.

               (ii)   REVOLVING LOANS. Each Revolving Lender severally agrees,
     subject to the limitations set forth below with respect to the maximum
     amount of Revolving Loans

                                       32
<Page>

     permitted to be outstanding from time to time, to lend to Company from time
     to time during the period from the Closing Date to but excluding the
     Revolving Loan Commitment Termination Date an aggregate amount not
     exceeding its Pro Rata Share of the aggregate amount of the Revolving Loan
     Commitments to be used for the purposes identified in subsection 2.5B. The
     original amount of each Revolving Lender's Revolving Loan Commitment is set
     forth opposite its name on SCHEDULE 2.1 annexed hereto and the original
     Revolving Loan Commitment Amount is $40,000,000; PROVIDED that the amount
     of the Revolving Loan Commitment of each Revolving Lender shall be adjusted
     to give effect to any assignment of such Revolving Loan Commitment pursuant
     to subsection 10.1B and shall be reduced from time to time by the amount of
     any reductions thereto made pursuant to subsection 2.4 and increased from
     time to time by the amount of any increases thereto made pursuant to
     subsection 2.1(iv). Each Revolving Lender's Revolving Loan Commitment shall
     expire on the Revolving Loan Commitment Termination Date and all Revolving
     Loans and all other amounts owed hereunder with respect to the Revolving
     Loans and the Revolving Loan Commitments shall be paid in full no later
     than that date; PROVIDED that each Revolving Lender's Revolving Loan
     Commitment shall expire immediately and without further action at 11:59
     p.m. New York time on December 8, 2005 if the Term Loans are not made on or
     before that time. Amounts borrowed under this subsection 2.1A(ii) may be
     repaid and reborrowed to but excluding the Revolving Loan Commitment
     Termination Date.

               Anything contained in this Agreement to the contrary
     notwithstanding, the Revolving Loans and the Revolving Loan Commitments
     shall be subject to the limitation that in no event shall the Total
     Utilization of Revolving Loan Commitments at any time exceed the Revolving
     Loan Commitment Amount then in effect.

               (iii)  SWING LINE LOANS.

                      (a)  GENERAL PROVISIONS. Swing Line Lender hereby agrees,
               subject to the limitations set forth in the last paragraph of
               subsection 2.1A(ii) and set forth below with respect to the
               maximum amount of Swing Line Loans permitted to be outstanding
               from time to time, to make a portion of the Revolving Loan
               Commitments available to Company from time to time during the
               period from the Closing Date to but excluding the Revolving Loan
               Commitment Termination Date by making Swing Line Loans to Company
               in an aggregate amount not exceeding the amount of the Swing Line
               Loan Commitment to be used for the purposes identified in
               subsection 2.5B, notwithstanding the fact that such Swing Line
               Loans, when aggregated with Swing Line Lender's outstanding
               Revolving Loans and Swing Line Lender's Pro Rata Share of the
               Letter of Credit Usage then in effect, may exceed Swing Line
               Lender's Revolving Loan Commitment. The original amount of the
               Swing Line Loan Commitment is $5,000,000; PROVIDED that any
               reduction of the Revolving Loan Commitment Amount made pursuant
               to subsection 2.4 that reduces the Revolving Loan Commitment
               Amount to an amount less than the then current amount of the
               Swing Line Loan Commitment shall result in an automatic
               corresponding reduction of the amount of the Swing Line Loan
               Commitment to the amount of the Revolving Loan Commitment

                                       33
<Page>

               Amount, as so reduced, without any further action on the part of
               Company, Administrative Agent or Swing Line Lender. The Swing
               Line Loan Commitment shall expire on the Revolving Loan
               Commitment Termination Date and all Swing Line Loans and all
               other amounts owed hereunder with respect to the Swing Line Loans
               shall be paid in full no later than that date; PROVIDED that the
               Swing Line Loan Commitment shall expire immediately and without
               further action at 11:59 p.m. New York time on December 8, 2005 if
               the Term Loans are not made on or before that time. Amounts
               borrowed under this subsection 2.1A(iii) may be repaid and
               reborrowed to but excluding the Revolving Loan Commitment
               Termination Date.

               Anything contained in this Agreement to the contrary
     notwithstanding, the Swing Line Loans and the Swing Line Loan Commitment
     shall be subject to the limitation that in no event shall the Total
     Utilization of Revolving Loan Commitments at any time exceed the Revolving
     Loan Commitments then in effect.

                      (b)  SWING LINE LOAN PREPAYMENT WITH PROCEEDS OF REVOLVING
               LOANS. With respect to any Swing Line Loans that have not been
               voluntarily prepaid by Company pursuant to subsection 2.4B(i)(a),
               Swing Line Lender may, at any time in its sole and absolute
               discretion, deliver to Administrative Agent (with a copy to
               Company), no later than 10:00 A.M. (New York City time) on the
               first Business Day in advance of the proposed Funding Date, a
               notice requesting Revolving Lenders to make Revolving Loans that
               are Base Rate Loans on such Funding Date in an amount equal to
               the amount of such Swing Line Loans (the "REFUNDED SWING LINE
               LOANS") outstanding on the date such notice is given. Company
               hereby authorizes the giving of any such notice and the making of
               any such Revolving Loans. Anything contained in this Agreement to
               the contrary notwithstanding, (1) the proceeds of such Revolving
               Loans made by Revolving Lenders other than Swing Line Lender
               shall be immediately delivered by Administrative Agent to Swing
               Line Lender (and not to Company) and applied to repay a
               corresponding portion of the Refunded Swing Line Loans and (2) on
               the day such Revolving Loans are made, Swing Line Lender's Pro
               Rata Share of the Refunded Swing Line Loans shall be deemed to be
               paid with the proceeds of a Revolving Loan made by Swing Line
               Lender, and such portion of the Swing Line Loans deemed to be so
               paid shall no longer be outstanding as Swing Line Loans and shall
               no longer be due under the Swing Line Note, if any, of Swing Line
               Lender but shall instead constitute part of Swing Line Lender's
               outstanding Revolving Loans and shall be due under the Revolving
               Note, if any, of Swing Line Lender. Company hereby authorizes
               Administrative Agent and Swing Line Lender to charge Company's
               accounts with Administrative Agent and Swing Line Lender (up to
               the amount available in each such account) in order to
               immediately pay Swing Line Lender the amount of the Refunded
               Swing Line Loans to the extent the proceeds of such Revolving
               Loans made by Revolving Lenders, including the Revolving Loan
               deemed to be made by Swing Line Lender, are not sufficient to
               repay in full the Refunded Swing Line Loans. If any portion of
               any

                                       34
<Page>

               such amount paid (or deemed to be paid) to Swing Line Lender
               should be recovered by or on behalf of Company from Swing Line
               Lender in any Insolvency or Liquidation Proceeding, in any
               assignment for the benefit of creditors or otherwise, the loss of
               the amount so recovered shall be ratably shared among all Lenders
               in the manner contemplated by subsection 10.5.

                      (c)  SWING LINE LOAN ASSIGNMENTS. On the Funding Date of
               each Swing Line Loan, each Revolving Lender shall be deemed to,
               and hereby agrees to purchase an assignment of such Swing Line
               Loan in an amount equal to its Pro Rata Share. If for any reason
               (1) Revolving Loans are not made upon the request of Swing Line
               Lender as provided in the immediately preceding paragraph in an
               amount sufficient to repay any amounts owed to Swing Line Lender
               in respect of such Swing Line Loan or (2) the Revolving Loan
               Commitments are terminated at a time when such Swing Line Loan is
               outstanding, upon notice from Swing Line Lender as provided
               below, each Revolving Lender shall fund the purchase of such
               assignment in an amount equal to its Pro Rata Share (calculated,
               in the case of the foregoing clause (2), immediately prior to
               such termination of the Revolving Loan Commitments) of the unpaid
               amount of such Swing Line Loan together with accrued interest
               thereon. Upon one Business Day's notice from Swing Line Lender,
               each Revolving Lender shall deliver to Swing Line Lender such
               amount in same day funds at the Funding and Payment Office. In
               order to further evidence such assignment (and without prejudice
               to the effectiveness of the assignment provisions set forth
               above), each Revolving Lender agrees to enter into an Assignment
               Agreement at the request of Swing Line Lender in form and
               substance reasonably satisfactory to Swing Line Lender. In the
               event any Revolving Lender fails to make available to Swing Line
               Lender any amount as provided in this paragraph, Swing Line
               Lender shall be entitled to recover such amount on demand from
               such Revolving Lender together with interest thereon at the rate
               customarily used by Swing Line Lender for the correction of
               errors among banks for three Business Days and thereafter at the
               Base Rate. In the event Swing Line Lender receives a payment of
               any amount with respect to which other Revolving Lenders have
               funded the purchase of assignments as provided in this paragraph,
               Swing Line Lender shall promptly distribute to each such other
               Revolving Lender its Pro Rata Share of such payment.

                      (d)  REVOLVING LENDERS' OBLIGATIONS. Anything contained
               herein to the contrary notwithstanding, each Revolving Lender's
               obligation to make Revolving Loans for the purpose of repaying
               any Refunded Swing Line Loans pursuant to subsection 2.1A(iii)(b)
               and each Revolving Lender's obligation to purchase an assignment
               of any unpaid Swing Line Loans pursuant to the immediately
               preceding paragraph shall be absolute and unconditional and shall
               not be affected by any circumstance, including (1) any set-off,
               counterclaim, recoupment, defense or other right which such
               Revolving Lender may have against Swing Line Lender, Company or
               any other Person for any reason whatsoever; (2) the occurrence or
               continuation of an Event of Default or a Potential Event of
               Default; (3) any

                                       35
<Page>

               adverse change in the business, operations, properties, assets,
               condition (financial or otherwise) or prospects of Company or any
               of its Subsidiaries; (4) any breach of this Agreement or any
               other Loan Document by any party thereto; or (5) any other
               circumstance, happening or event whatsoever, whether or not
               similar to any of the foregoing; PROVIDED that such obligations
               of each Revolving Lender are subject to the condition that (x)
               Swing Line Lender believed in good faith that all conditions
               under Section 4 to the making of the applicable Refunded Swing
               Line Loans or other unpaid Swing Line Loans, as the case may be,
               were satisfied at the time such Refunded Swing Line Loans or
               unpaid Swing Line Loans were made or (y) the satisfaction of any
               such condition not satisfied had been waived in accordance with
               subsection 10.6 prior to or at the time such Refunded Swing Line
               Loans or other unpaid Swing Line Loans were made.

               (iv)   ADDITIONAL COMMITMENTS. Company may from time to time, by
     notice to Administrative Agent, request that, on the terms and subject to
     the conditions contained in this Agreement, Lenders and/or other financial
     institutions not then a party to this Agreement, that are approved by
     Administrative Agent (such approval not to be unreasonably withheld or
     delayed), provide up to an aggregate amount of $10,000,000 in additional
     Revolving Loan Commitments; PROVIDED that no Event of Default or Potential
     Event of Default shall have occurred and be continuing or result from such
     additional Revolving Loan Commitments. Upon receipt of such notice and an
     Officer's Certificate as to the satisfaction of the foregoing condition,
     Administrative Agent shall use all commercially reasonable efforts to
     arrange for Lenders or other financial institutions approved of by
     Administrative Agent (such approval not to be unreasonably withheld or
     delayed) to provide such additional Revolving Loan Commitments.
     Alternatively, any Lender may commit to provide the full amount of the
     requested additional Revolving Loan Commitments and then offer portions of
     such additional Revolving Loan Commitments to the other Lenders or other
     financial institutions, subject to the approval of Administrative Agent
     (such approval not to be unreasonably withheld or delayed). Nothing
     contained in this paragraph or otherwise in this Agreement is intended to
     commit any Lender or any Agent to provide any portion of any such
     additional Revolving Loan Commitments. If and to the extent that any
     Lenders and/or other financial institutions agree, in their sole
     discretion, to provide any such additional Revolving Loan Commitments on
     the terms and conditions set forth herein, (i) the aggregate amount of the
     Revolving Loan Commitments shall be increased by the amount of the
     additional Revolving Loan Commitments agreed to be so provided, (ii) the
     Pro Rata Shares of the respective Lenders in respect of the Revolving Loan
     Commitments shall be proportionally adjusted, (iii) if necessary, at such
     time and in such manner as Company and Administrative Agent shall agree,
     the Lenders who have in their sole discretion agreed to provide such
     additional Revolving Loan Commitments shall purchase and assume outstanding
     Loans and participations in outstanding Letters of Credit so as to cause
     the amount of such Loans and participations in Letters of Credit held by
     each Lender to conform to the respective percentages of the applicable
     Revolving Loan Commitments of the Lenders as so adjusted, and (iv) Company
     shall execute and deliver any additional Notes as any Lender may reasonably
     request or other amendments or

                                       36
<Page>

     modifications to this Agreement or any other Loan Document as
     Administrative Agent may reasonably request. In connection with the
     additional Revolving Loan Commitments provided for in this subsection
     2.1A(iv), conforming amendments shall be made to this Agreement and the
     other Loan Documents to reflect such additional Revolving Loans
     Commitments, including, without limitation, if applicable, conforming
     amendments: (i) to provide for the additional Revolving Loans Commitments
     to share ratably in the benefits of this Agreement and the other Loan
     Documents (including the accrued interest in respect thereof) with the
     other Loans made under this Agreement, (ii) to Sections 1 and 2 to provide,
     among other things, for the additional Revolving Loan Commitments to share
     ratably with the applicable Loans in the application of prepayments, and
     (iii) to include Lenders of the additional Revolving Loan Commitments in
     any determination of Lenders, Requisite Lenders, Requisite Class Lenders
     and Pro Rata Share. Any such amendment shall become effective when executed
     by the Administrative Agent and each Lender providing such additional
     Revolving Loan Commitments. Notwithstanding anything in this Agreement
     expressed or implied to the contrary (including, without limitation in
     subsection 10.6), nothing herein shall be construed to require consent from
     Lenders that are not lenders of such additional Revolving Loan Commitments
     to the incurrence of the additional Revolving Loan Commitments in
     compliance with this subsection 2.1A(iv), and shall supersede any
     provisions in subsection 10.6 to the contrary.

               B.     BORROWING MECHANICS. Loans made on any Funding Date (other
than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line
Lender pursuant to subsection 2.1A(iii) or Revolving Loans made pursuant to
subsection 3.3B) shall be in an aggregate minimum amount of $100,000 and
multiples of $100,000 in excess of that amount; PROVIDED that Loans, made as
LIBOR Loans with a particular Interest Period shall be in an aggregate minimum
amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing
Line Loans made on any Funding Date shall be in an aggregate minimum amount of
$100,000 and multiples of $100,000 in excess of that amount. Whenever Company
desires that Lenders make Term Loans or Revolving Loans it shall deliver to
Administrative Agent a duly executed Notice of Borrowing no later than 12:00
Noon (New York City time) at least three Business Days in advance of the
proposed Funding Date (in the case of a LIBOR Loan) or at least one Business Day
in advance of the proposed Funding Date (in the case of a Base Rate Loan).
Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall
deliver to Administrative Agent a duly executed Notice of Borrowing no later
than 12:00 Noon (New York City time) on the proposed Funding Date. Term Loans
and Revolving Loans may be continued as or converted into Base Rate Loans and
LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a
Notice of Borrowing, Company may give Administrative Agent telephonic notice by
the required time of any proposed borrowing under this subsection 2.1B; PROVIDED
that such notice shall be promptly confirmed in writing by delivery of a duly
executed Notice of Borrowing to Administrative Agent on or before the applicable
Funding Date.

               Neither Administrative Agent nor any Lender shall incur any
liability to Company in acting upon any telephonic notice referred to above that
Administrative Agent believes in

                                       37
<Page>

good faith to have been given by an Officer or other person authorized to borrow
on behalf of Company or for otherwise acting in good faith under this subsection
2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon
conversion or continuation of the applicable basis for determining the interest
rate with respect to any Loans pursuant to subsection 2.2D, in each case in
accordance with this Agreement, pursuant to any such telephonic notice Company
shall have effected Loans or a conversion or continuation, as the case may be,
hereunder.

               Company shall notify Administrative Agent prior to the funding of
any Loans in the event that any of the matters to which Company is required to
certify in the applicable Notice of Borrowing is no longer true and correct as
of the applicable Funding Date, and the acceptance by Company of the proceeds of
any Loans shall constitute a re-certification by Company, as of the applicable
Funding Date, as to the matters to which Company is required to certify in the
applicable Notice of Borrowing.

               Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G,
a Notice of Borrowing for or a Notice of Conversion/Continuation for conversion
to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof)
shall be irrevocable on and after the related Interest Rate Determination Date,
and Company shall be bound to make a borrowing or to effect a conversion or
continuation in accordance therewith.

               Notwithstanding the foregoing provisions of this subsection 2.1B,
no LIBOR Loans may be made and no Base Rate Loan may be converted into a LIBOR
Loan until the earlier of the seventh day after the Closing Date and the date
specified by Administrative Agent to Company on which the primary syndication of
the Commitments and the Loans has been completed.

               C.     DISBURSEMENT OF FUNDS. All Term Loans and Revolving Loans
shall be made by Lenders simultaneously and proportionately to their respective
Pro Rata Shares, it being understood that neither Administrative Agent nor any
Lender shall be responsible for any default by any other Lender in that other
Lender's obligation to make a Loan requested hereunder nor shall the Commitment
of any Lender to make the particular type of Loan requested be increased or
decreased as a result of a default by any other Lender in that other Lender's
obligation to make a Loan requested hereunder. Promptly after receipt by
Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or
telephonic notice in lieu thereof), Administrative Agent shall notify each
Lender for that type of Loan or Swing Line Lender, as the case may be, of the
proposed borrowing. Each such Lender (other than Swing Line Lender) shall make
the amount of its Loan available to Administrative Agent no later than 1:00 P.M.
(New York City time) on the applicable Funding Date, and Swing Line Lender shall
make the amount of its Swing Line Loan available to Administrative Agent no
later than 2:00 P.M. (New York City time) on the applicable Funding Date, in
each case in same day funds in Dollars, at the Funding and Payment Office.
Except as provided in subsection 2.1A(iii) and subsection 3.3B with respect to
Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any
Issuing Lender for the amount of a drawing under a Letter of Credit issued by
it, upon satisfaction or waiver of the conditions precedent specified in
subsection 4.1 (in the case of Loans made on the Closing Date) and subsection
4.2 (in the case of all Loans), Administrative

                                       38
<Page>

Agent shall make the proceeds of such Loans available to Company on the
applicable Funding Date by causing an amount of same day funds in Dollars equal
to the proceeds of all such Loans received by Administrative Agent from Lenders
to be credited to the account of Company at the Funding and Payment Office.

               Unless Administrative Agent shall have been notified by any
Lender prior to a Funding Date that such Lender does not intend to make
available to Administrative Agent the amount of such Lender's Loan requested on
such Funding Date, Administrative Agent may assume that such Lender has made
such amount available to Administrative Agent on such Funding Date and
Administrative Agent may, in its sole discretion, but shall not be obligated to,
make available to Company a corresponding amount on such Funding Date. If such
corresponding amount is not in fact made available to Administrative Agent by
such Lender, Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender together with interest thereon,
for each day from such Funding Date until the date such amount is paid to
Administrative Agent, at the customary rate set by Administrative Agent for the
correction of errors among banks for three Business Days and thereafter at the
Base Rate. If such Lender does not pay such corresponding amount forthwith upon
Administrative Agent's demand therefor, Administrative Agent shall promptly
notify Company and Company shall immediately pay such corresponding amount to
Administrative Agent together with interest thereon, for each day from such
Funding Date until the date such amount is paid to Administrative Agent, at the
rate payable under this Agreement for Base Rate Loans. Nothing in this
subsection 2.1C shall be deemed to relieve any Lender from its obligation to
fulfill its Commitments hereunder or to prejudice any rights that Company may
have against any Lender as a result of any default by such Lender hereunder.

               D.     THE REGISTER. Administrative Agent, acting for these
purposes solely as a nonfiduciary agent of Company (it being acknowledged that
Administrative Agent, in such capacity, and its officers, directors, employees,
agent and affiliates shall constitute Indemnitees under subsection 10.3), shall
maintain at its address referred to in subsection 10.8 a register for the
recordation of, and shall record, the names and addresses of Lenders and the
respective amounts of the Term Loan Commitment, Revolving Loan Commitment, Swing
Line Loan Commitment, Term Loan, Revolving Loans and Swing Line Loans of each
Lender from time to time (the "REGISTER"). Administrative Agent shall make the
Register available for inspection by the Company and the Lenders upon reasonable
prior notice at reasonable times, PROVIDED that a Lender shall only be entitled
to inspect its own entry in the Register and not that of any other Lender.
Company, Administrative Agent and Lenders shall deem and treat the Persons
listed as Lenders in the Register as the holders and owners of the corresponding
Commitments and Loans listed therein for all purposes hereof; all amounts owed
with respect to any Commitment or Loan shall be owed to the Lender listed in the
Register as the owner thereof; and any request, authority or consent of any
Person who, at the time of making such request or giving such authority or
consent, is listed in the Register as a Lender shall be conclusive and binding
on any subsequent holder, assignee or transferee of the corresponding
Commitments or Loans. Each Lender shall record on its internal records the
amount of its Loans and Commitments and each payment in respect hereof, and any
such recordation shall be conclusive and binding on Company, absent manifest
error, subject to the entries in the Register, which shall, absent manifest
error, govern in

                                       39
<Page>

the event of any inconsistency with any Lender's records. Failure to make any
recordation in the Register or in any Lender's records, or any error in such
recordation, shall not affect any Loans or Commitments or any Obligations in
respect of any Loans. This section 2.1D shall be construed so that the
Obligations are at all times maintained in "registered form" within the meaning
of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any
related regulations.

               E.     OPTIONAL NOTES. If so requested by any Lender by written
notice to Company (with a copy to Administrative Agent) at least two Business
Days prior to the Closing Date or at any time thereafter, Company shall execute
and deliver to such Lender (and/or, if applicable and if so specified in such
notice, to any Person who is an assignee of such Lender pursuant to subsection
10.1) on the Closing Date (or, if such notice is delivered after the Closing
Date, promptly after Company's receipt of such notice) a promissory note or
promissory notes to evidence such Lender's Term Loan, Revolving Loans or, in the
case of the Swing Line Lender, Swing Line Loans, substantially in the form of
EXHIBIT IV, EXHIBIT V or EXHIBIT VI, annexed hereto, respectively, with
appropriate insertions.

               2.2    INTEREST ON THE LOANS.

               A.     RATE OF INTEREST. Subject to the provisions of subsections
2.6 and 2.7, each Term Loan and each Revolving Loan shall bear interest on the
unpaid principal amount thereof from the date made through maturity (whether by
acceleration or otherwise) at a rate determined by reference to the Base Rate or
LIBOR. Subject to the provisions of subsection 2.7, each Swing Line Loan shall
bear interest on the unpaid principal amount thereof from the date made through
maturity (whether by acceleration or otherwise) at a rate determined by
reference to the Base Rate. The applicable basis for determining the rate of
interest with respect to any Term Loan or any Revolving Loan shall be selected
by Company initially at the time a Notice of Borrowing is given with respect to
such Loan pursuant to subsection 2.1B (subject to the last sentence of
subsection 2.1B), and the basis for determining the interest rate with respect
to any Term Loan or any Revolving Loan may be changed from time to time pursuant
to subsection 2.2D (subject to the last sentence of subsection 2.1B). If on any
day a Term Loan or Revolving Loan is outstanding with respect to which notice
has not been delivered to Administrative Agent in accordance with the terms of
this Agreement specifying the applicable basis for determining the rate of
interest, then for that day that Loan shall bear interest determined by
reference to the Base Rate.

               (i)    Subject to the provisions of subsections 2.2E, 2.2G and
     2.7, the Term Loans and the Revolving Loans shall bear interest through
     maturity as follows:

                      (a)  if a Base Rate Loan, then at the sum of the Base Rate
               PLUS 2.00% per annum; or

                      (b)  if a LIBOR Loan, then at the sum of Adjusted LIBOR
               PLUS 3.00% per annum.

                                       40
<Page>

               B.     INTEREST PERIODS. In connection with each Base Rate Loan,
interest shall be payable quarterly on March 31, June 30, September 30 and
December 31 of each year, and in connection with each LIBOR Loan, Company may,
pursuant to the applicable Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, select an interest period (each an
"INTEREST PERIOD") to be applicable to such Loan, which Interest Period shall
be, at Company's option, either a one, two, three or six month period; PROVIDED
that:

               (i)    the initial Interest Period for any LIBOR Loan shall
     commence on the Funding Date in respect of such Loan, in the case of a Loan
     initially made as a LIBOR Loan, or on the date specified in the applicable
     Notice of Conversion/Continuation, in the case of a Loan converted to a
     LIBOR Loan;

               (ii)   in the case of immediately successive Interest Periods
     applicable to a LIBOR Loan continued as such pursuant to a Notice of
     Conversion/Continuation, each successive Interest Period shall commence on
     the day on which the next preceding Interest Period expires;

               (iii)  if an Interest Period would otherwise expire on a day that
     is not a Business Day, such Interest Period shall expire on the next
     succeeding Business Day; PROVIDED that, if any Interest Period would
     otherwise expire on a day that is not a Business Day but is a day of the
     month after which no further Business Day occurs in such month, such
     Interest Period shall expire on the next preceding Business Day;

               (iv)   any Interest Period that begins on the last Business Day
     of a calendar month (or on a day for which there is no numerically
     corresponding day in the calendar month at the end of such Interest Period)
     shall, subject to clause (v) of this subsection 2.2B, end on the last
     Business Day of a calendar month;

               (v)    no Interest Period with respect to any portion of the Term
     Loans shall extend beyond the Stated Maturity Date, and no Interest Period
     with respect to any portion of the Revolving Loans or Swing Line Loans
     shall extend beyond the Revolving Loan Commitment Termination Date;

               (vi)   there shall be no more than ten Interest Periods
     outstanding at any time; and

               (vii)  in the event Company fails to specify an Interest Period
     for any LIBOR Loan in the applicable Notice of Borrowing or Notice of
     Conversion/Continuation, Company shall be deemed to have selected an
     Interest Period of one month.

               C. INTEREST PAYMENTS. Subject to the provisions of subsection
2.2E, interest on each Loan shall be payable in arrears on and to each Interest
Payment Date applicable to that Loan, upon any prepayment of that Loan (to the
extent accrued on the amount being prepaid) and at maturity (including final
maturity); PROVIDED that in the event any Swing Line Loans or any Revolving
Loans that are Base Rate Loans are prepaid pursuant to subsection 2.4B(i)(a),
interest

                                       41
<Page>

accrued on such Loans through the date of such prepayment shall be payable on
the next succeeding Interest Payment Date applicable to Base Rate Loans (or, if
earlier, at final maturity).

               D.     CONVERSION OR CONTINUATION. Subject to the provisions of
subsection 2.6, Company shall have the option (i) to convert at any time all or
any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000
and multiples of $100,000 in excess of that amount from Loans bearing interest
at a rate determined by reference to one basis to Loans bearing interest at a
rate determined by reference to an alternative basis or (ii) upon the expiration
of any Interest Period applicable to a LIBOR Loan, to continue all or any
portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of
that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be
converted into a Base Rate Loan on the expiration date of an Interest Period
applicable thereto unless Company pays on such conversion date all amounts owing
to Lenders under subsection 2.6D ; PROVIDED, FURTHER that, until the earlier of
the seventh day after the Closing Date and the date specified by Administrative
Agent to Company on which the primary syndication of the Commitments and the
Loan has been completed, no Base Rate Loans may be converted into LIBOR Loans.

               Company shall deliver a duly executed Notice of
Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New
York City time) at least one Business Day in advance of the proposed conversion
date (in the case of a conversion to a Base Rate Loan) and at least three
Business Days in advance of the proposed conversion/continuation date (in the
case of a conversion to, or a continuation of, a LIBOR Loan). In lieu of
delivering a Notice of Conversion/Continuation, Company may give Administrative
Agent telephonic notice by the required time of any proposed
conversion/continuation under this subsection 2.2D; PROVIDED that such notice
shall be promptly confirmed in writing by delivery of a duly executed Notice of
Conversion/Continuation to Administrative Agent on or before the proposed
conversion/continuation date. Upon receipt of written or telephonic notice of
any proposed conversion/continuation under this subsection 2.2D, Administrative
Agent shall notify each Lender of any Loan subject to the Notice of
Conversion/Continuation.

               E.     DEFAULT RATE. Upon the occurrence and during the
continuation of any Event of Default under any of subsections 8.1, 8.6 or 8.7,
the outstanding principal amount of all Loans and, to the extent permitted by
applicable law, any interest payments thereon not paid when due and any fees and
other amounts then due and payable hereunder, shall thereafter bear interest
(including post-petition interest in any Insolvency or Liquidation Proceeding)
payable upon demand by Administrative Agent at a rate that is 2% per annum in
excess of the interest rate otherwise payable under this Agreement with respect
to the applicable Loans (or, in the case of any such fees and other amounts, at
a rate which is 2% per annum in excess of the interest rate otherwise payable
under this Agreement for Base Rate Loans); PROVIDED that, in the case of LIBOR
Loans, upon the expiration of the Interest Period in effect at the time any such
increase in interest rate is effective such LIBOR Loans shall thereupon become
Base Rate Loans and shall thereafter bear interest payable upon demand at a rate
which is 2% per annum in excess of the interest rate otherwise payable under
this Agreement for Base Rate Loans. Payment or acceptance of the increased rates
of interest provided for in this subsection 2.2E is not a permitted alternative
to timely payment and shall not constitute a waiver of any Event of Default or
otherwise prejudice or limit any rights or remedies of Administrative Agent or
any Lender.

                                       42
<Page>

               F.     COMPUTATION OF INTEREST. Interest on the Loans and on
other Obligations shall be computed (i) in the case of Base Rate Loans and on
other Obligations other than LIBOR Loans, on the basis of a 365-day or 366-day
year, as the case may be, and (ii) in the case of LIBOR Loans, on the basis of a
360-day year, in each case for the actual number of days elapsed in the period
during which it accrues. In computing interest on any Loan, the date of the
making of such Loan or the first day of an Interest Period applicable to such
Loan or, with respect to a Base Rate Loan being converted from a LIBOR Loan, the
date of conversion of such LIBOR Loan to such Base Rate Loan, as the case may
be, shall be included, and the date of payment of such Loan or the expiration
date of an Interest Period applicable to such Loan or, with respect to a Base
Rate Loan being converted to a LIBOR Loan, the date of conversion of such Base
Rate Loan to such LIBOR Loan, as the case may be, shall be excluded; PROVIDED
that if a Loan is repaid on the same day on which it is made, one day's interest
shall be paid on that Loan.

               G.     MAXIMUM RATE. Notwithstanding the foregoing provisions of
this subsection 2.2, in no event shall the rate of interest payable by Company
with respect to any Loan exceed the maximum rate of interest permitted to be
charged under applicable law.

               2.3    FEES.

               A.     COMMITMENT FEES.  Company agrees to pay to Administrative
Agent, for distribution to each Revolving Lender in proportion to that Revolving
Lender's Pro Rata Share, commitment fees for the period from and including the
Closing Date to and excluding the Revolving Commitment Termination Date in an
amount equal to the average of the daily excess of the Revolving Loan Commitment
Amount over the Total Utilization of Revolving Loan Commitments (excluding Swing
Line Loans) MULTIPLIED BY 0.50% per annum, such commitment fees to be calculated
on the basis of a 365-day year and the actual number of days elapsed and to be
payable quarterly in arrears on March 31, June 30, September 30, and December 31
of each year, commencing on the first such date to occur after the Closing Date,
and on the Revolving Loan Commitment Termination Date.

               B.     OTHER FEES. Company agrees to pay to Administrative Agent
such fees in the amounts and at the times separately agreed upon between Company
and Administrative Agent.

               2.4    REPAYMENTS, PREPAYMENTS AND REDUCTIONS IN REVOLVING LOAN
                      COMMITMENTS; GENERAL PROVISIONS REGARDING PAYMENTS;
                      APPLICATION OF PROCEEDS OF COLLATERAL AND PAYMENTS UNDER
                      SUBSIDIARY GUARANTY.

               A.     SCHEDULED PAYMENTS OF TERM LOANS.  Company shall make
principal payments on the Term Loans in installments on the dates and in the
amounts set forth below:

<Table>
<Caption>
                     DATE              SCHEDULED REPAYMENT
                     ----              -------------------
               <S>                        <C>
               March 31, 2006             $     375,000
               June 30, 2006              $     375,000
</Table>


                                       43
<Page>

<Table>
<Caption>
                     DATE              SCHEDULED REPAYMENT
                     ----              -------------------
               <S>                        <C>
               September 30, 2006         $     375,000
               December 31, 2006          $     375,000
               March 31, 2007             $     375,000
               June 30, 2007              $     375,000
               September 30, 2007         $     375,000
               December 31, 2007          $     375,000
               March 31, 2008             $     375,000
               June 30, 2008              $     375,000
               September 30, 2008         $     375,000
               December 31, 2008          $     375,000
               March 31, 2009             $     375,000
               June 30, 2009              $     375,000
               September 30, 2009         $     375,000
               December 31, 2009          $     375,000
               March 31, 2010             $     375,000
               June 30, 2010              $     375,000
               September 30, 2010         $     375,000
               December 31, 2010          $     375,000
               March 31, 2011             $  35,625,000
               June 30, 2011              $  35,625,000
               September 30, 2011         $  35,625,000
               Stated Maturity Date       $  35,625,000
               TOTAL:                     $ 150,000,000
</Table>

; PROVIDED that the scheduled installments of principal of the Term Loans set
forth above shall be reduced in connection with any voluntary or mandatory
prepayments of the Term Loans in accordance with subsection 2.4B(iv); and
PROVIDED, FURTHER that the Term Loans and all other amounts owed hereunder with
respect to the Term Loans shall be paid in full no later than the Stated
Maturity Date, and the final installment payable by Company in respect of the
Term Loans on such date shall be in an amount, if such amount is different from
that specified above, sufficient to repay all amounts owing by Company under
this Agreement with respect to the Term Loans.

                                       44
<Page>

               B.     PREPAYMENTS AND UNSCHEDULED REDUCTIONS IN REVOLVING LOAN
COMMITMENT AMOUNT.

               (i)    VOLUNTARY PREPAYMENTS AND PREPAYMENT PREMIUM.

                      (a)  Company may, upon written or telephonic notice to
               Administrative Agent on or prior to 1:00 P.M. (New York City
               time) on the date of prepayment, which notice, if telephonic,
               shall be promptly confirmed in writing, at any time and from time
               to time prepay any Swing Line Loan on any Business Day in whole
               or in part in an aggregate minimum amount of $100,000 and
               multiples of $100,000 in excess of that amount. Company may, upon
               not less than one Business Day's prior written or telephonic
               notice, in the case of Base Rate Loans, and three Business Days'
               prior written or telephonic notice, in the case of LIBOR Loans,
               in each case given to Administrative Agent by 1:00 P.M. (New York
               City time) on the date required and, if given by telephone,
               promptly confirmed in writing to Administrative Agent, who will
               promptly notify each Lender whose Loans are to be prepaid of such
               prepayment), at any time and from time to time prepay any Term
               Loans or Revolving Loans on any Business Day in whole or in part
               in an aggregate minimum amount of $100,000 and multiples of
               $100,000 in excess of that amount; PROVIDED, HOWEVER, that a
               LIBOR Loan may only be prepaid on the expiration of the Interest
               Period applicable thereto unless Company complies with subsection
               2.6D with respect to any breakage costs resulting from such
               prepayment being made on a date prior to the expiration of the
               applicable Interest Period. Notice of prepayment having been
               given as aforesaid, the principal amount of the Loans specified
               in such notice shall become due and payable on the prepayment
               date specified therein. Any such voluntary prepayment shall be
               applied as specified in subsection 2.4B(iv).

                      (b)  If the Term Loans are voluntarily prepaid prior to
               and including the first anniversary of the Closing Date, or if
               the Term Loans become due prior to such date pursuant to Section
               8 of this Agreement, Company shall pay Lenders a prepayment
               premium equal to 1.00% of the principal amount of the Term Loans
               being prepaid or becoming due; PROVIDED, HOWEVER, that if the
               Term Loans are prepaid from Net Securities Proceeds of (i) an
               initial public offering of equity Securities of Company or (ii) a
               sale of Company or substantially all of the assets of Company, no
               prepayment premium will apply. Term Loans may be prepaid without
               prepayment premium after the first anniversary of the Closing
               Date.

               (ii)   VOLUNTARY REDUCTIONS OF REVOLVING LOAN COMMITMENTS.
     Company may, upon not less than three Business Days' prior written or
     telephonic notice confirmed in writing to Administrative Agent, or upon
     such lesser number of days' prior written or telephonic notice, as
     determined by Administrative Agent in its sole discretion, at any time and
     from time to time terminate in whole or permanently reduce in part, without
     premium or penalty, the Revolving Loan Commitment Amount in an amount up to
     the amount by which the Revolving Loan Commitment Amount exceeds the Total
     Utilization of Revolving Loan Commitments at the time of such proposed
     termination or reduction;

                                       45
<Page>

     PROVIDED that any such partial reduction of the Revolving Loan Commitment
     Amount shall be in an aggregate minimum amount of $1,000,000 and multiples
     of $100,000 in excess of that amount. Company's notice to Administrative
     Agent (who will promptly notify each Revolving Lender of such notice) shall
     designate the date (which shall be a Business Day) of such termination or
     reduction and the amount of any partial reduction, and such termination or
     reduction of the Revolving Loan Commitment Amount shall be effective on the
     date specified in Company's notice and shall reduce the amount of the
     Revolving Loan Commitment of each Revolving Lender proportionately to its
     Pro Rata Share. Any such voluntary reduction of the Revolving Loan
     Commitment Amount shall be applied as specified in subsection 2.4B(iv).

               (iii)  MANDATORY PREPAYMENTS. The Loans shall be prepaid in the
     amounts and under the circumstances set forth below, all such prepayments
     to be applied as set forth below or as more specifically provided in
     subsection 2.4B(iv) and subsection 2.4D:

                      (a)  PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE
               PROCEEDS. No later than five (5) Business Days following the
               receipt by Company or any of its Subsidiaries of any Net Asset
               Sale Proceeds in respect of any Asset Sale, Company shall either
               (1) prepay the Loans and/or the Revolving Loan Commitment Amount
               shall be permanently reduced in an aggregate amount equal to such
               Net Asset Sale Proceeds or (2), so long as no Potential Event of
               Default or Event of Default shall have occurred and be
               continuing, deliver to Administrative Agent an Officer's
               Certificate setting forth (x) that portion of such Net Asset Sale
               Proceeds that Company or such Subsidiary intends to reinvest in
               other assets of the general type used in the business of Company
               and its Subsidiaries within 180 days of such date of receipt and
               (y) the proposed use of such portion of the Net Asset Sale
               Proceeds and such other information with respect to such
               reinvestment as Administrative Agent may reasonably request, and
               Company shall, or shall cause one or more of its Subsidiaries to,
               promptly and diligently apply such portion to such reinvestment
               purposes; PROVIDED, HOWEVER, that, pending such reinvestment,
               such portion of the Net Asset Sale Proceeds may be applied to
               prepay any outstanding Revolving Loans (without a reduction in
               the Revolving Loan Commitment Amount) to the full extent thereof.
               In addition, Company shall, no later than 180 days after receipt
               of such Net Asset Sale Proceeds that have not theretofore been
               applied to the Obligations or that have not been so reinvested as
               provided above, make an additional prepayment of the Loans
               (and/or the Revolving Loan Commitment Amount shall be permanently
               reduced) in the full amount of all such Net Asset Sale Proceeds.

                      (b)  PREPAYMENTS AND REDUCTIONS FROM NET
               INSURANCE/CONDEMNATION PROCEEDS. No later than the five (5)
               Business Days following the receipt by Administrative Agent or by
               Company or any of its Subsidiaries of any Net
               Insurance/Condemnation Proceeds that are required to be applied
               to prepay the Loans and/or reduce the Revolving Loan Commitment
               Amount pursuant to the provisions of subsection 6.4C, Company
               shall prepay the Loans and/or the Revolving Loan Commitment
               Amount shall be permanently reduced in an

                                       46
<Page>

               aggregate amount equal to the amount of such Net
               Insurance/Condemnation Proceeds.

                      (c)  PREPAYMENTS AND REDUCTIONS DUE TO ISSUANCE OF EQUITY
               SECURITIES. On the date of receipt of the Net Securities Proceeds
               from the issuance of any equity Securities of Company or any
               other Subsidiary of Company after the Closing Date (excluding,
               Net Securities Proceeds from (i) the issuance of equity
               Securities by a Subsidiary to another Subsidiary or to Company
               (to the extent not prohibited by this Agreement), (ii) the
               issuance of equity Securities invested in Permitted Acquisitions,
               (iii) the issuance of equity Securities invested in Consolidated
               Capital Expenditures, (iv) the issuance of equity Securities in
               connection with employee stock purchase plans, option plans and
               similar plans made available to the employees of any Loan Party,
               and the issuance of equity Securities upon exercise of options
               pursuant to such plans, and (v) the issuance of equity Securities
               of Company through an initial and any follow-on public offerings
               of equity Securities of Company), Company shall prepay the Loans
               and/or the Revolving Loan Commitment Amount shall be permanently
               reduced in an aggregate amount equal to such Net Securities
               Proceeds.

                      (d)  PREPAYMENTS AND REDUCTIONS DUE TO ISSUANCE OF
               INDEBTEDNESS. On the date of receipt of the Net Securities
               Proceeds from the issuance of any Indebtedness of Company or any
               of its other Subsidiaries after the Closing Date (other than
               Indebtedness permitted pursuant to subsection 7.1), Company shall
               prepay the Loans and/or the Revolving Loan Commitment Amount
               shall be permanently reduced in an aggregate amount equal to such
               Net Securities Proceeds.

                      (e)  PREPAYMENTS AND REDUCTIONS FROM CONSOLIDATED EXCESS
               CASH FLOW. In the event that there shall be Consolidated Excess
               Cash Flow for any Fiscal Year (commencing with the Fiscal Year
               ending on December 31, 2006), Company shall, no later than 125
               days after the end of such Fiscal Year, prepay the Loans and/or
               the Revolving Loan Commitment Amount shall be permanently reduced
               in an aggregate amount equal to 50% (the "CONSOLIDATED EXCESS
               CASH FLOW PERCENTAGE") of such Consolidated Excess Cash Flow;
               PROVIDED that if the Applicable Consolidated Leverage Ratio as of
               the end of such Fiscal Year is 2.50:1.00 or less, no prepayment
               or reduction shall be required, and PROVIDED, FURTHER, that any
               prepayments and/or reductions required under this subsection (e),
               shall be reduced on a dollar for dollar basis by the amount of
               any voluntary prepayment of Term Loans made during such Fiscal
               Year (it being agreed, however, that such credit may not be
               carried forward to subsequent years).

                      (f)  CALCULATIONS OF NET PROCEEDS AMOUNTS; ADDITIONAL
               PREPAYMENTS AND REDUCTIONS BASED ON SUBSEQUENT CALCULATIONS.
               Concurrently with any prepayment of the Loans and/or reduction of
               the Revolving Loan Commitment Amount pursuant to subsections
               2.4B(iii)(a)-(e), Company shall deliver to Administrative Agent
               an Officer's Certificate demonstrating the calculation of the

                                       47
<Page>

               amount of the applicable Net Asset Sale Proceeds, Net
               Insurance/Condemnation Proceeds, Net Securities Proceeds, or
               Consolidated Excess Cash Flow, as the case may be, that gave rise
               to such prepayment and/or reduction. In the event that Company
               shall subsequently determine that the actual amount was greater
               than the amount set forth in such Officer's Certificate, Company
               shall promptly make an additional prepayment of the Loans in an
               amount equal to the amount of such excess, and Company shall
               concurrently therewith deliver to Administrative Agent an
               Officer's Certificate demonstrating the derivation of the
               additional amount resulting in such excess.

                      (g)  PREPAYMENTS DUE TO REDUCTIONS OR RESTRICTIONS OF
               REVOLVING LOAN COMMITMENT AMOUNT. Company shall from time to time
               prepay FIRST the Swing Line Loans and SECOND the Revolving Loans
               (and, after prepaying all Revolving Loans, Cash collateralize any
               outstanding Letters of Credit by depositing the requisite amount
               in the Collateral Account) to the extent necessary (1) so that
               the Total Utilization of Revolving Loan Commitments shall not at
               any time exceed the Revolving Loan Commitment Amount then in
               effect. At such time as the Total Utilization of Revolving Loan
               Commitments shall be equal to or less than the Revolving Loan
               Commitment Amount then in effect if no Event of Default has
               occurred and is continuing, to the extent any Cash collateral was
               provided by Company and has not been applied to any Obligations
               as provided in the Security Agreement, such amount shall, at the
               request of Company, be released to Company.

               (iv)   APPLICATION OF PREPAYMENTS AND UNSCHEDULED REDUCTIONS OF
     REVOLVING LOAN COMMITMENT AMOUNT.

                      (a)  APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS
               AND ORDER OF MATURITY. Any voluntary prepayments pursuant to
               subsection 2.4B(i)(a) shall be applied as specified by Company in
               the applicable notice of prepayment; PROVIDED that in the event
               Company fails to specify the Loans to which any such prepayment
               shall be applied, such prepayment shall be applied FIRST to repay
               outstanding Swing Line Loans to the full extent thereof, SECOND
               to repay outstanding Revolving Loans to the full extent thereof,
               and THIRD to repay outstanding Term Loans to the full extent
               thereof. Any voluntary prepayments of the Term Loans pursuant to
               subsection 2.4B(i)(a) shall be applied to reduce the scheduled
               installments of principal of the Term Loans set forth in
               subsection 2.4A on a pro rata basis (in accordance with the
               respective outstanding principal amounts thereof) to each
               remaining scheduled installment of principal of the Term Loans
               set forth in subsection 2.4A that is unpaid at the time of such
               prepayment.

                      (b)  APPLICATION OF MANDATORY PREPAYMENTS BY TYPE OF
               LOANS. Except as provided in subsection 2.4D, any amount required
               to be applied as a mandatory prepayment of the Loans pursuant to
               subsections 2.4B(iii)(a)-(e) shall, be applied FIRST to prepay
               the Term Loans to the full extent thereof, SECOND, to the extent
               of

                                       48
<Page>

               any remaining portion of such amount, to prepay the Swing Line
               Loans to the full extent thereof, and THIRD, to the extent of any
               remaining portion of such amount, to prepay the Revolving Loans
               to the full extent thereof (and, after prepaying all Revolving
               Loans, to Cash collateralize any outstanding Letters of Credit by
               depositing the requisite amount in the Collateral Account).

                      (c)  APPLICATION OF MANDATORY PREPAYMENTS OF TERM LOANS
               AND THE SCHEDULED INSTALLMENTS OF PRINCIPAL THEREOF. Except as
               provided in subsection 2.4D, any mandatory prepayments of the
               Term Loans pursuant to subsection 2.4B(iii) shall be applied to
               reduce the scheduled installments of principal of the Term Loans
               set forth in subsection 2.4A on a pro rata basis (in accordance
               with the respective outstanding principal amounts thereof) to
               each scheduled installment of principal of the Term Loans set
               forth in subsection 2.4A that is unpaid at the time of such
               prepayment.

                      (d)  APPLICATION OF PREPAYMENTS TO BASE RATE LOANS AND
               LIBOR LOANS. Considering Term Loans and Revolving Loans being
               prepaid separately, any prepayment thereof shall be applied first
               to Base Rate Loans to the full extent thereof before application
               to LIBOR Loans, in each case in a manner that minimizes the
               amount of any payments required to be made by Company pursuant to
               subsection 2.6D.

                      (e)  APPLICATION OF UNSCHEDULED REDUCTIONS OF THE
               REVOLVING LOAN COMMITMENT AMOUNT. Any voluntary reduction of the
               Revolving Loan Commitment Amount pursuant to subsection 2.4B(ii)
               shall be in proportion of each Lender's Pro Rata Share.

               C.     GENERAL PROVISIONS REGARDING PAYMENTS.

               (i)    MANNER AND TIME OF PAYMENT. All payments by Company of
     principal, interest, fees and other Obligations shall be made in Dollars in
     same day funds, without defense, setoff or counterclaim, free of any
     restriction or condition, and delivered to Administrative Agent no later
     than 1:00 P.M. (New York City time) on the date due at the Funding and
     Payment Office for the account of Lenders. Funds received by Administrative
     Agent after that time on such due date shall be deemed to have been paid by
     Company on the next succeeding Business Day. Company hereby authorizes
     Administrative Agent to charge its accounts with Administrative Agent in
     order to cause timely payment to be made to Administrative Agent of all
     principal, interest, fees and expenses due hereunder (subject to sufficient
     funds being available in its accounts for that purpose).

               (ii)   APPLICATION OF PAYMENTS TO PRINCIPAL AND INTEREST. Except
     as provided in subsection 2.2C, all payments in respect of the principal
     amount of any Loan shall include payment of accrued interest on the
     principal amount being repaid or prepaid, and all such payments shall be
     applied to the payment of interest before application to principal.

                                       49
<Page>

               (iii)       APPORTIONMENT OF PAYMENTS. Aggregate payments of
     principal and interest shall be apportioned among all outstanding Loans to
     which such payments relate, in each case proportionately to Lenders'
     respective Pro Rata Shares. Administrative Agent shall promptly distribute
     to each Lender, at the account specified in the payment instructions
     delivered to Administrative Agent by such Lender, its Pro Rata Share of all
     such payments received by Administrative Agent and the commitment fees and
     letter of credit fees of such Lender, if any, when received by
     Administrative Agent pursuant to subsection 2.3 and subsection 3.2.
     Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if,
     pursuant to the provisions of subsection 2.6C, any Notice of
     Conversion/Continuation is withdrawn as to any Affected Lender or if any
     Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any
     LIBOR Loans, Administrative Agent shall give effect thereto in apportioning
     interest payments received thereafter.

               (iv)   PAYMENTS ON BUSINESS DAYS. Whenever any payment to be made
     hereunder shall be stated to be due on a day that is not a Business Day,
     such payment shall be made on the next succeeding Business Day and such
     extension of time shall be included in the computation of the payment of
     interest hereunder or of the commitment fees hereunder, as the case may be.

               (v)    NOTATION OF PAYMENT. Each Lender agrees that before
     disposing of any Note held by it, or any part thereof (other than by
     granting participations therein), that Lender will make a notation thereon
     of all Loans evidenced by that Note and all principal payments previously
     made thereon and of the date to which interest thereon has been paid;
     PROVIDED that the failure to make (or any error in the making of) a
     notation of any Loan made under such Note shall not limit or otherwise
     affect the obligations of Company hereunder or under such Note with respect
     to any Loan or any payments of principal or interest on such Note.

               D.     APPLICATION OF PROCEEDS OF COLLATERAL AND PAYMENTS AFTER
EVENT OF DEFAULT.

               Upon the occurrence and during the continuation of an Event of
Default, if requested by Requisite Lenders, or upon acceleration of the
Obligations pursuant to Section 8, (a) all payments received by Administrative
Agent, whether from Company or any Subsidiary Guarantor or otherwise, and (b)
all proceeds received by Administrative Agent in respect of any sale of,
collection from, or other realization upon all or any part of the Collateral
under any Collateral Document may, in the discretion of Administrative Agent, be
held by Administrative Agent as Collateral for, and/or (then or at any time
thereafter) applied in full or in part by Administrative Agent, in each case in
the following order of priority:

               (i)    to the payment of all costs and expenses of such sale,
     collection or other realization, all other expenses, liabilities and
     advances made or incurred by Administrative Agent in connection therewith,
     and all amounts for which Administrative Agent is entitled to compensation
     (including the fees described in subsection 2.3), reimbursement and
     indemnification under any Loan Document and all advances made by

                                       50
<Page>

     Administrative Agent thereunder for the account of the applicable Loan
     Party, and to the payment of all costs and expenses paid or incurred by
     Administrative Agent in connection with the Loan Documents, all in
     accordance with subsections 9.4, 10.2 and 10.3 and the other terms of this
     Agreement and the Loan Documents;

               (ii)   thereafter, to the payment of all other Obligations and
     obligations of Loan Parties under any Lender Hedge Agreement for the
     ratable benefit of the holders thereof (subject to the provisions of
     subsection 2.4C(ii) hereof); and

               (iii)  thereafter, to the payment to or upon the order of such
     Loan Party or to whosoever may be lawfully entitled to receive the same or
     as a court of competent jurisdiction may direct.

               2.5    USE OF PROCEEDS.

               A.     TERM LOANS.  The proceeds of the Term Loans shall be
applied by the Company (i) to refinance Existing Indebtedness, (ii) to make the
Recapitalization Payment and (iii) to pay related fees and expenses.

               B.     REVOLVING LOANS AND SWING LINE LOANS. The proceeds of the
Revolving Loans and Swing Line Loans shall be applied by Company for the
issuance of Letters of Credit and for working capital and other general
corporate purposes, which may include (i) the making of intercompany loans to
any Subsidiary Guarantor in accordance with subsection 7.1(iv), for their own
general corporate purposes and (ii) Permitted Acquisitions; PROVIDED that, the
proceeds of Revolving Loans and Swing Line Loans applied to finance Permitted
Acquisitions shall not at any time exceed $40,000,000, and the proceeds of
Revolving Loans and Swing Line Loans applied for any other purpose shall not at
any time exceed $30,000,000.

               C.     MARGIN REGULATIONS.  No portion of the proceeds of any
borrowing under this Agreement shall be used by Company or any of its
Subsidiaries in any manner that might cause the borrowing or the application of
such proceeds to violate Regulation U, Regulation T or Regulation X of the Board
of Governors of the Federal Reserve System or any other regulation of such Board
or to violate the Exchange Act, in each case as in effect on the date or dates
of such borrowing and such use of proceeds.

               2.6    SPECIAL PROVISIONS GOVERNING LIBOR LOANS.

               Notwithstanding any other provision of this Agreement to the
contrary, the following provisions shall govern with respect to LIBOR Loans as
to the matters covered:

               A.     DETERMINATION OF APPLICABLE INTEREST RATE. On each
Interest Rate Determination Date, Administrative Agent shall determine in
accordance with the terms of this Agreement (which determination shall, absent
manifest error, be final conclusive and binding upon all parties) the interest
rate that shall apply to the LIBOR Loans for which an interest rate is then
being determined for the applicable Interest Period and shall promptly give
notice thereof (in writing or by telephone confirmed in writing) to Company and
each applicable Lender.

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<Page>

               B.     INABILITY TO DETERMINE APPLICABLE INTEREST RATE. In the
event that Administrative Agent shall have determined (which determination shall
be final, conclusive and binding upon all parties hereto), on any Interest Rate
Determination Date that by reason of circumstances affecting the London
interbank market adequate and fair means do not exist for ascertaining the
interest rate applicable to such Loans on the basis provided for in the
definition of LIBOR, Administrative Agent shall on such date give notice (by
telefacsimile or by telephone confirmed in writing) to Company and each Lender
of such determination, whereupon (i) no Loans may be made as, or converted to,
LIBOR Loans until such time as Administrative Agent notifies Company and such
Lenders that the circumstances giving rise to such notice no longer exist and
(ii) any Notice of Borrowing or Notice of Conversion/Continuation given by
Company with respect to the Loans in respect of which such determination was
made shall be deemed to be for a Base Rate Loan.

               C.     ILLEGALITY OR IMPRACTICABILITY OF LIBOR LOANS. In the
event that on any date any Lender shall have determined (which determination
shall be final, conclusive and binding upon all parties hereto but shall be made
only after consultation with Company and Administrative Agent) that the making,
maintaining or continuation of its LIBOR Loans (i) has become unlawful as a
result of compliance by such Lender in good faith with any law, treaty,
governmental rule, regulation, guideline or order (or would conflict with any
such treaty, governmental rule, regulation, guideline or order not having the
force of law even though the failure to comply therewith would not be unlawful)
or (ii) has become impracticable, or would cause such Lender material hardship,
as a result of contingencies occurring after the date of this Agreement which
materially and adversely affect the London interbank market or the position of
such Lender in that market, then, and in any such event, such Lender shall be an
"AFFECTED LENDER" and it shall on that day give notice (by telefacsimile or by
telephone confirmed in writing) to Company and Administrative Agent of such
determination. Administrative Agent shall promptly notify each other Lender of
the receipt of such notice. Thereafter (a) the obligation of the Affected Lender
to make Loans as, or to convert Loans to, LIBOR Loans shall be suspended until
such notice shall be withdrawn by the Affected Lender, (b) to the extent such
determination by the Affected Lender relates to a LIBOR Loan then being
requested by Company pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, the Affected Lender shall make such Loan as (or convert
such Loan to, as the case may be) a Base Rate Loan, (c) the Affected Lender's
obligation to maintain its outstanding LIBOR Loans (the "AFFECTED LOANS") shall
be terminated at the earlier to occur of the expiration of the Interest Period
then in effect with respect to the Affected Loans or when required by law, and
(d) the Affected Loans shall automatically convert into Base Rate Loans on the
date of such termination. Notwithstanding the foregoing, to the extent a
determination by an Affected Lender as described above relates to a LIBOR Loan
then being requested by Company pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, Company shall have the option, subject to the
provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of
Conversion/Continuation as to all Lenders by giving notice (by telefacsimile or
by telephone confirmed in writing) to Administrative Agent of such rescission on
the date on which the Affected Lender gives notice of its determination as
described above. Administrative Agent shall promptly notify each other Lender of
the receipt of such notice. Except as provided in the immediately preceding
sentence, nothing in this subsection 2.6C shall affect the obligation of

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<Page>

any Lender other than an Affected Lender to make or maintain Loans as, or to
convert Loans to, LIBOR Loans in accordance with the terms of this Agreement.

               D.     COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF INTEREST
PERIODS. Company shall compensate each Lender, upon written request by that
Lender pursuant to subsection 2.8, for all reasonable losses, expenses and
liabilities (including any interest paid by that Lender to lenders of funds
borrowed by it to make or carry its LIBOR Loans and any loss, expense or
liability sustained by that Lender in connection with the liquidation or
re-employment of such funds but excluding any loss of profit such as the LIBOR
Margin) which that Lender may sustain: (i) if for any reason (other than a
default by that Lender) a borrowing of any LIBOR Loan does not occur on a date
specified therefor in a Notice of Borrowing or a telephonic request therefor, or
a conversion to or continuation of any LIBOR Loan does not occur on a date
specified therefor in a Notice of Conversion/Continuation or a telephonic
request therefor, (ii) if any prepayment or other principal payment or any
conversion of any of its LIBOR Loans (including any prepayment or conversion
occasioned by the circumstances described in subsection 2.6C) occurs on a date
prior to the last day of an Interest Period applicable to that Loan, (iii) if
any prepayment of any of its LIBOR Loans is not made on any date specified in a
notice of prepayment given by Company, and (iv) as a consequence of any other
default by Company in the repayment of its LIBOR Loans when required by the
terms of this Agreement.

               E.     BOOKING OF LIBOR LOANS.  Any Lender may make, carry or
transfer LIBOR Loans at, to, or for the account of any of its branch offices or
the office of an Affiliate of that Lender.

               F.     ASSUMPTIONS CONCERNING FUNDING OF LIBOR LOANS.
Calculation of all amounts payable to a Lender under this subsection 2.6 and
under subsection 2.7A shall be made as though that Lender had funded each of its
LIBOR Loans through the purchase of a LIBOR deposit bearing interest at the rate
obtained pursuant to the definition of LIBOR in an amount equal to the amount of
such LIBOR Loan and having a maturity comparable to the relevant Interest
Period, whether or not its LIBOR Loans had been funded in such manner.

               G.     LIBOR LOANS AFTER DEFAULT. After the occurrence of and
during the continuation of a Potential Event of Default or Event of Default, if
Requisite Lenders so elect, (i) Company may not elect to have a Loan be made or
maintained as, or converted to, a LIBOR Loan after the expiration of any
Interest Period then in effect for that Loan and (ii) subject to the provisions
of subsection 2.6D, any Notice of Borrowing or Notice of Conversion/Continuation
given by Company with respect to a requested borrowing or
conversion/continuation that has not yet occurred shall be deemed to be for a
Base Rate Loan or, if the conditions to making a Loan set forth in subsection
4.2 cannot then be satisfied, to be rescinded by Company.

               2.7    INCREASED COSTS; TAXES; CAPITAL ADEQUACY.

               A.     COMPENSATION FOR INCREASED COSTS. Subject to the
provisions of subsection 2.7B (which shall be controlling with respect to the
matters covered thereby), in the event that any Lender (including any Issuing
Lender) shall determine (which determination shall,

                                       53
<Page>

be final and conclusive and binding upon all parties hereto) that any law,
treaty or governmental rule, regulation or order, or any change therein or in
the interpretation, administration or application thereof (including the
introduction of any new law, treaty or governmental rule, regulation or order),
or any determination of a court or other Government Authority, in each case that
becomes effective after the date such Lender became a Lender, or compliance by
such Lender with any guideline, request or directive issued or made after the
date such Lender became a Lender hereunder by any central bank or other
Government Authority (whether or not having the force of law):

               (i)    subjects such Lender to any additional Tax with respect
     to this Agreement or any of its obligations hereunder (including with
     respect to issuing or maintaining any Letters of Credit or purchasing or
     maintaining any participations therein or maintaining any Commitment
     hereunder) or any payments to such Lender of principal, interest, fees or
     any other amount payable hereunder;

               (ii)   imposes, modifies or holds applicable any reserve, special
     deposit, compulsory loan, insurance charge or similar requirement against
     assets held by, or deposits or other liabilities in or for the account of,
     or advances or loans by, or other credit extended by, or any other
     acquisition of funds by, any office of such Lender (other than any such
     reserve or other requirements with respect to LIBOR Loans that are
     reflected in the definition of LIBOR); or

               (iii)  imposes any other condition (other than with respect to
     Taxes) on or affecting such Lender or its obligations hereunder or the
     London interbank market;

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining its Loans or Commitments or agreeing to
issue, issuing or maintaining any Letter of Credit or agreeing to purchase,
purchasing or maintaining any participation therein or to reduce any amount
received or receivable by such Lender with respect thereto; then, in any such
case, Company shall promptly pay to such Lender, upon receipt of the statement
referred to in subsection 2.8A, such additional amount or amounts (in the form
of an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as may be
necessary to compensate such Lender on an after-tax basis for any such increased
cost or reduction in amounts received or receivable hereunder; PROVIDED that
Company shall not be obligated to pay such additional amounts to the extent such
additional amounts are incurred more than nine (9) months prior to the giving of
such statement; provided, further, that, if such law, rule, regulation, order,
guideline, request or other legal requirement giving rise to such increased
costs or reductions is retroactive, then the nine (9) month period referred to
above shall be extended to include the period of retroactive effect thereof.

               B.     TAXES.

               (i)    PAYMENTS TO BE FREE AND CLEAR. All sums payable by
     Company under this Agreement and the other Loan Documents shall be paid
     free and clear of, and without any deduction or withholding on account of,
     any Indemnified Taxes or Other Taxes.

                                       54
<Page>

               (ii)   GROSSING-UP OF PAYMENTS. If Company or any other Person is
     required by law to make any deduction or withholding on account of any such
     Tax from any sum paid or payable by Company to Administrative Agent or any
     Lender under any of the Loan Documents:

                      (a)  Company shall notify Administrative Agent of any such
               requirement or any change in any such requirement as soon as
               Company becomes aware of it;

                      (b)  Company shall pay any such Tax when such Tax is due,
               such payment to be made (if the liability to pay is imposed on
               Company) for its own account or (if that liability is imposed on
               Administrative Agent or such Lender, as the case may be) on
               behalf of and in the name of Administrative Agent or such Lender;

                      (c)  If such Tax is an Indemnified Tax or an Other Tax,
               the sum payable by Company in respect of which the relevant
               deduction, withholding or payment is required shall be increased
               to the extent necessary to ensure that, after the making of that
               deduction, withholding or payment (including deductions or
               withholdings applicable to additional sums payable under this
               subsection 2.7B(ii)), Administrative Agent or such Lender, as the
               case may be, receives on the due date a net sum equal to what it
               would have received had no such deduction, withholding or payment
               been required or made; and

                      (d)  within 30 days after paying any sum from which it is
               required by law to make any deduction or withholding, and within
               30 days after the due date of payment of any Tax which it is
               required by clause (b) above to pay, Company shall deliver to
               Administrative Agent evidence satisfactory to the other affected
               parties of such deduction, withholding or payment and of the
               remittance thereof to the relevant taxing or other authority.

               (iii)  INDEMNIFICATION BY COMPANY. Company shall indemnify
     Administrative Agent and each Lender, within 10 day s after demand
     therefor, for the full amount of any Indemnified Taxes or Other Taxes
     (including for the full amount of any Taxes imposed or asserted on or
     attributable to amounts payable under this subsection 2.7B(iii)) paid by
     Administrative Agent or such Lender, as the case may be, and any penalties,
     interest and reasonable expenses arising therefrom or with respect thereto,
     whether or not such Taxes were correctly or legally imposed or asserted by
     the relevant Government Authority. A certificate as to the amount of such
     payment or liability delivered to Company by a Lender (with a copy to
     Administrative Agent), or by Administrative Agent on its own behalf or on
     behalf of a Lender, shall be conclusive absent manifest error.

               (iv)   TAX STATUS OF LENDERS.  Unless not legally entitled to
     do so:

                      (a)  any Lender, if requested by Company or Administrative
               Agent, shall deliver such forms or other documentation prescribed
               by applicable law or

                                       55
<Page>

               reasonably requested by Company or Administrative Agent as will
               enable Company or Administrative Agent to determine whether or
               not such Lender is subject to backup withholding or information
               reporting requirements;

                      (b)  any Non-US Lender that is entitled to an exemption
               from or reduction of any Tax with respect to payments hereunder
               or under any other Loan Document shall deliver to Company and
               Administrative Agent, on or prior to the date on which such
               Non-US Lender becomes a Lender under this Agreement (and from
               time to time thereafter, as may be necessary in the determination
               of Company or Administrative Agent, each in the reasonable
               exercise of its discretion), such properly completed and duly
               executed forms or other documentation prescribed by applicable
               law as will permit such payments to be made without withholding
               or at a reduced rate of withholding;

                      (c)  without limiting the generality of the foregoing, in
               the event that Company is resident for tax purposes in the United
               States, any Non-US Lender shall deliver to Company and
               Administrative Agent (in such number of copies as shall be
               requested by the recipient) on or prior to the date on which such
               Non-US Lender becomes a Lender under this Agreement (and from
               time to time thereafter, as may be necessary in the determination
               of Company or Administrative Agent, each in the reasonable
               exercise of its discretion), whichever of the following is
               applicable:

                           (1)  properly completed and duly executed copies of
                      Internal Revenue Service Form W-8BEN claiming eligibility
                      for benefits of an income tax treaty to which the United
                      States is a party,

                           (2)  properly completed and duly executed copies of
                      Internal Revenue Service Form W-8ECI,

                           (3)  in the case of a Non-US Lender claiming the
                      benefits of the exemption "portfolio interest" under
                      Section 881(c) of the Internal Revenue Code, (a) a duly
                      executed certificate to the effect that such Non-US Lender
                      is not (i) a "bank" within the meaning of Section
                      881(c)(3)(A) of the Internal Revenue Code, (ii) a
                      ten-percent shareholder (within the meaning of Section
                      881(c)(3)(B) of the Internal Revenue Code) of Company or
                      (iii) a controlled foreign corporation described in
                      Section 881(c)(3)(C) of the Internal Revenue Code and (b)
                      properly completed and duly executed copies of Internal
                      Revenue Service Form W-8BEN,

                           (4)  properly completed and duly executed copies of
                      any other form prescribed by applicable law as a basis for
                      claiming exemption from or a reduction in any Tax,

                                       56
<Page>

                      in each case together with such supplementary
                      documentation as may be prescribed by applicable law to
                      permit Company and Administrative Agent to determine the
                      withholding or deduction required to be made, if any;

                      (d)  without limiting the generality of the foregoing, in
               the event that Company is resident for tax purposes in the United
               States, any Non-US Lender that does not act or ceases to act for
               its own account with respect to any portion of any sums paid or
               payable to such Lender under any of the Loan Documents (for
               example, in the case of a typical participation by such Lender)
               shall deliver to Administrative Agent and Company (in such number
               of copies as shall be requested by the recipient), on or prior to
               the date such Non-US Lender becomes a Lender, or on such later
               date when such Non-US Lender ceases to act for its own account
               with respect to any portion of any such sums paid or payable, and
               from time to time thereafter, as may be necessary in the
               determination of Company or Administrative Agent (each in the
               reasonable exercise of its discretion):

                           (1)  duly executed and properly completed copies of
                      the forms and statements required to be provided by such
                      Non-US Lender under clause (c) of subsection 2.7B(iv), to
                      establish the portion of any such sums paid or payable
                      with respect to which such Lender acts for its own account
                      and may be entitled to an exemption from or a reduction of
                      the applicable Tax, and

                           (2)  duly executed and properly completed copies of
                      Internal Revenue Service Form W-8IMY (or any successor
                      forms) properly completed and duly executed by such Non-US
                      Lender, together with any information, if any, such Non-US
                      Lender chooses to transmit with such form, and any other
                      certificate or statement of exemption required under the
                      Internal Revenue Code or the regulations thereunder, to
                      establish that such Non-US Lender is not acting for its
                      own account with respect to a portion of any such sums
                      payable to such Non-US Lender;

                      (e)  without limiting the generality of the foregoing, in
               the event that Company is resident for tax purposes in the United
               States, any Lender that is not a Non-US Lender and has not
               otherwise established to the reasonable satisfaction of Company
               and Administrative Agent that it is an exempt recipient (as
               defined in section 6049(b)(4) of the Internal Revenue Code and
               the United States Treasury Regulations thereunder) shall deliver
               to Company and Administrative Agent (in such number of copies as
               shall be requested by the recipient) on or prior to the date on
               which such Lender becomes a Lender under this Agreement (and from
               time to time thereafter as prescribed by applicable law or upon
               the request of Company or Administrative Agent), duly executed
               and properly completed copies of Internal Revenue Service Form
               W-9; and

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                      (f)  without limiting the generality of the foregoing,
               each Lender hereby agrees, from time to time after the initial
               delivery by such Lender of such forms, whenever a lapse in time
               or change in circumstances renders such forms, certificates or
               other evidence so delivered obsolete or inaccurate in any
               material respect, that such Lender shall promptly (1) deliver to
               Administrative Agent and Company two original copies of renewals,
               amendments or additional or successor forms, properly completed
               and duly executed by such Lender, together with any other
               certificate or statement of exemption required in order to
               confirm or establish that such Lender is entitled to an exemption
               from or reduction of any Tax with respect to payments to such
               Lender under the Loan Documents and, if applicable, that such
               Lender does not act for its own account with respect to any
               portion of such payment, or (2) notify Administrative Agent and
               Company of its inability to deliver any such forms, certificates
               or other evidence.

                      (g)  Company shall not be required to pay any additional
               amount to any Non-US Lender under clause (c) of subsection
               2.7B(ii), (1) with respect to any Tax required to be deducted or
               withheld on the basis of the information, certificates or
               statements of exemption such Lender chooses to transmit with an
               Internal Revenue Service Form W-8IMY pursuant to subsection
               2.7B(iv)(c)(2) or (2) if such Lender shall have failed to satisfy
               the requirements of clause (a), (b) or (c)(1) of this subsection
               2.7B(iv); PROVIDED that if such Lender shall have satisfied the
               requirements of subsection 2.7B(iv)(a) on the date such Lender
               became a Lender, nothing in this subsection 2.7B(iv) shall
               relieve Company of its obligation to pay any amounts pursuant to
               subsection 2.7B(ii)(c) in the event that, as a result of any
               change in any applicable law, treaty or governmental rule,
               regulation or order, or any change in the interpretation,
               administration or application thereof, such Lender is no longer
               properly entitled to deliver forms, certificates or other
               evidence at a subsequent date establishing the fact that such
               Lender is not subject to withholding as described in subsection
               2.7B(iv)(a).

               C.     CAPITAL ADEQUACY ADJUSTMENT. If any Lender shall have
determined that any Change in Law regarding capital adequacy has or would have
the effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of, or with reference to,
such Lender's Loans or Commitments or Letters of Credit or participations
therein or other obligations hereunder with respect to the Loans or the Letters
of Credit to a level below that which such Lender or such controlling
corporation could have achieved but for such Change in Law (taking into
consideration the policies of such Lender or such controlling corporation with
regard to capital adequacy), then from time to time, within five Business Days
after receipt by Company from such Lender of the statement referred to in
subsection 2.8A, Company shall pay to such Lender such additional amount or
amounts as will compensate such Lender or such controlling corporation on an
after-tax basis for such reduction. Company shall not be required to compensate
a Lender pursuant to this subsection 2.7C for any reduction in respect of a
period occurring more than nine months prior to the date on which such Lender
notifies Company of such Change in Law and such Lender's intention to claim
compensation therefor, except, if the Change in Law giving rise to such
reduction is retroactive,

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no such time limitation shall apply so long as such Lender requests compensation
within nine months from the date on which the applicable Government Authority
informed such Lender of such Change in Law.

               2.8    STATEMENT OF LENDERS; OBLIGATION OF LENDERS AND ISSUING
                      LENDERS TO MITIGATE.

               A.     STATEMENTS.  Each Lender claiming compensation or
reimbursement pursuant to subsection 2.6D, 2.7 or 2.8B shall deliver to Company
(with a copy to Administrative Agent) a written statement, setting forth in
reasonable detail the basis of the calculation of such compensation or
reimbursement.

               B.     MITIGATION. Each Lender and Issuing Lender agrees that, as
promptly as practicable after the officer of such Lender or Issuing Lender
responsible for administering the Loans or Letters of Credit of such Lender or
Issuing Lender, as the case may be, becomes aware of the occurrence of an event
or the existence of a condition that would cause such Lender to become an
Affected Lender or that would entitle such Lender or Issuing Lender to receive
payments under subsection 2.7, it will use reasonable efforts to make, issue,
fund or maintain the Commitments of such Lender or the Loans or Letters of
Credit of such Lender or Issuing Lender through another lending or letter of
credit office of such Lender or Issuing Lender, if (i) as a result thereof the
circumstances which would cause such Lender to be an Affected Lender would cease
to exist or the additional amounts which would otherwise be required to be paid
to such Lender or Issuing Lender pursuant to subsection 2.7 would be materially
reduced and (ii) as determined by such Lender or Issuing Lender in its sole
discretion, such action would not otherwise be disadvantageous to such Lender or
Issuing Lender; PROVIDED that such Lender or Issuing Lender will not be
obligated to utilize such other lending or letter of credit office pursuant to
this subsection 2.8B unless Company agrees to pay all incremental expenses
incurred by such Lender or Issuing Lender as a result of utilizing such other
lending or letter of credit office as described above.

               2.9    REPLACEMENT OF A LENDER.

               If Company receives a statement of amounts due pursuant to
subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to
fund a Revolving Loan pursuant to this Agreement, a Lender (a "NON-CONSENTING
LENDER") refuses to consent to an amendment, modification or waiver of this
Agreement that, pursuant to subsection 10.6, requires consent of 100% of the
Lenders or 100% of the Lenders with Obligations directly affected or a Lender
becomes an Affected Lender (any such Lender, a "SUBJECT LENDER"), so long as (i)
no Potential Event of Default or Event of Default shall have occurred and be
continuing and Company has obtained a commitment from another Lender or an
Eligible Assignee to purchase at par the Subject Lender's Loans and assume the
Subject Lender's Commitments and all other obligations of the Subject Lender
hereunder and (ii) such Lender is not an Issuing Lender with respect to any
Letters of Credit outstanding (unless all such Letters of Credit are terminated
or arrangements acceptable to such Issuing Lender (such as a "back-to-back"
letter of credit) are made), Company may require the Subject Lender to assign
all of its Loans and Commitments to such other Lender, Lenders, Eligible
Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B;

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PROVIDED that, prior to or concurrently with such replacement, (1) the Subject
Lender shall have received payment in full of all principal, interest, fees and
other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if
applicable)) through such date of replacement and a release from its obligations
under the Loan Documents, (2) the processing fee required to be paid by
subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the
requirements for such assignment contained in subsection 10.1B, including,
without limitation, the consent of Administrative Agent (if required) and the
receipt by Administrative Agent of an executed Assignment Agreement executed by
the assignee (Administrative Agent being hereby authorized to execute any
Assignment Agreement on behalf of a Subject Lender relating to the assignment of
Loans and/or Commitments of such subject Lender) and other supporting documents,
have been fulfilled, and (4) in the event such Subject Lender is a
Non-Consenting Lender, each assignee shall consent, at the time of such
assignment, to each matter in respect of which such Subject Lender was a
Non-Consenting Lender and Company also requires each other Subject Lender that
is a Non-Consenting Lender to assign its Loans and Commitments. For the
avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it
refused to consent to an amendment, modification or waiver that required the
consent of 100% of Lenders with Obligations directly affected thereby (which
amendment, modification or waiver did not accordingly require the consent of
100% of all Lenders), the Loans and Commitments of such Non-Consenting Lender
that are subject to the assignments required by this subsection 2.9 shall
include only those Loans and Commitments that constitute the Obligations
directly affected by the amendment, modification or waiver to which such
Non-Consenting Lender refused to provide its consent.

SECTION 3.     LETTERS OF CREDIT

               3.1    ISSUANCE OF LETTERS OF CREDIT AND LENDERS' PURCHASE OF
                      PARTICIPATIONS THEREIN.

               A.     LETTERS OF CREDIT. In addition to Company requesting that
Lenders make Loans pursuant to subsection 2.1A, Company may request, in
accordance with the provisions of this subsection 3.1, from time to time during
the period from the Closing Date to but excluding the 30th day prior to the
Revolving Loan Commitment Termination Date, that one or more Revolving Lenders
issue Letters of Credit payable on a sight basis for the account of Company for
the general corporate purposes of Company or a Subsidiary of Company. Subject to
the terms and conditions of this Agreement and in reliance upon the
representations and warranties of Company herein set forth, any one or more
Revolving Lenders may, but (except as provided in subsection 3.1B(ii)) shall not
be obligated to, issue such Letters of Credit in accordance with the provisions
of this subsection 3.1; PROVIDED that Company shall not request that any
Revolving Lender issue (and no Revolving Lender shall issue):

               (i)    any Letter of Credit if, after giving effect to such
     issuance, the Total Utilization of Revolving Loan Commitments would exceed
     the Revolving Loan Commitment Amount then in effect;

               (ii)   any Letter of Credit if, after giving effect to such
     issuance, the Letter of Credit Usage would exceed $5,000,000;

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               (iii)  any Standby Letter of Credit having an expiration date
     later than the earlier of (a) ten days prior to the Revolving Loan
     Commitment Termination Date and (b) the date which is one year from the
     date of issuance of such Standby Letter of Credit; PROVIDED that the
     immediately preceding clause (b) shall not prevent any Issuing Lender from
     agreeing that a Standby Letter of Credit will automatically be extended for
     one or more successive periods not to exceed one year each unless such
     Issuing Lender elects not to extend for any such additional period; and
     PROVIDED, FURTHER that such Issuing Lender shall elect not to extend such
     Standby Letter of Credit if it has knowledge that an Event of Default has
     occurred and is continuing (and has not been waived in accordance with
     subsection 10.6) at the time such Issuing Lender must elect whether or not
     to allow such extension;

               (iv)   any Standby Letter of Credit issued for the purpose of
     supporting (a) trade payables or (b) any Indebtedness constituting
     "antecedent debt" (as that term is used in Section 547 of the Bankruptcy
     Code);

               (v)    any Commercial Letter of Credit having an expiration date
     (a) later than the earlier of (1) the date which is 30 days prior to the
     Revolving Loan Commitment Termination Date and (2) the date which is 180
     days from the date of issuance of such Commercial Letter of Credit or (b)
     that is otherwise unacceptable to the applicable Issuing Lender in its
     reasonable discretion; or

               (vi)   any Letter of Credit denominated in a currency other than
     Dollars or the other currencies approved by the Administrative Agent and
     the Issuing Lender.

               B.     MECHANICS OF ISSUANCE.

               (i)    REQUEST FOR ISSUANCE. Whenever Company desires the
     issuance of a Letter of Credit, it shall deliver to Administrative Agent a
     Request for Issuance no later than 1:00 P.M. (New York City time) at least
     three Business Days (in the case of Standby Letters of Credit) or five
     Business Days (in the case of Commercial Letters of Credit), or in each
     case such shorter period as may be agreed to by the Issuing Lender in any
     particular instance, in advance of the proposed date of issuance. The
     Issuing Lender, in its reasonable discretion, may require changes in the
     text of the proposed Letter of Credit or any documents described in or
     attached to the Request for Issuance. In furtherance of the provisions of
     subsection 10.8, and not in limitation thereof, Company may submit Requests
     for Issuance by telefacsimile and Administrative Agent and Issuing Lenders
     may rely and act upon any such Request for Issuance without receiving an
     original signed copy thereof.

               Company shall notify the applicable Issuing Lender (and
     Administrative Agent, if Administrative Agent is not such Issuing Lender)
     prior to the issuance of any Letter of Credit in the event that any of the
     matters to which Company is required to certify in the applicable Request
     for Issuance is no longer true and correct as of the proposed date of
     issuance of such Letter of Credit, and upon the issuance of any Letter of
     Credit Company

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     shall be deemed to have re-certified, as of the date of such issuance, as
     to the matters to which Company is required to certify in the applicable
     Request for Issuance.

               (ii)   DETERMINATION OF ISSUING LENDER. Upon receipt by
     Administrative Agent of a Request for Issuance pursuant to subsection
     3.1B(i) requesting the issuance of a Letter of Credit, in the event
     Administrative Agent elects to issue such Letter of Credit, Administrative
     Agent shall promptly so notify Company, and Administrative Agent shall be
     the Issuing Lender with respect thereto. In the event that Administrative
     Agent, in its sole discretion, elects not to issue such Letter of Credit,
     Administrative Agent shall promptly so notify Company, whereupon Company
     may request any other Revolving Lender to issue such Letter of Credit by
     delivering to such Revolving Lender a copy of the applicable Request for
     Issuance. Any Revolving Lender so requested to issue such Letter of Credit
     shall promptly notify Company and Administrative Agent whether or not, in
     its sole discretion, it has elected to issue such Letter of Credit, and any
     such Revolving Lender that so elects to issue such Letter of Credit shall
     be the Issuing Lender with respect thereto. In the event that all other
     Revolving Lenders shall have declined to issue such Letter of Credit,
     notwithstanding the prior election of Administrative Agent not to issue
     such Letter of Credit, Administrative Agent shall be obligated to issue
     such Letter of Credit and shall be the Issuing Lender with respect thereto,
     notwithstanding the fact that the Letter of Credit Usage with respect to
     such Letter of Credit and with respect to all other Letters of Credit
     issued by Administrative Agent, when aggregated with Administrative Agent's
     outstanding Revolving Loans and Swing Line Loans, may exceed the amount of
     Administrative Agent's Revolving Loan Commitment then in effect.

               (iii)  ISSUANCE OF LETTER OF CREDIT. Upon satisfaction or waiver
     (in accordance with subsection 10.6) of the conditions set forth in
     subsection 4.3, the Issuing Lender shall issue the requested Letter of
     Credit in accordance with the Issuing Lender's standard operating
     procedures.

               (iv)   NOTIFICATION TO REVOLVING LENDERS. Upon the issuance of or
     amendment to any Standby Letter of Credit the applicable Issuing Lender
     shall promptly notify Administrative Agent and Company of such issuance or
     amendment in writing and such notice shall be accompanied by a copy of such
     Standby Letter of Credit or amendment. Upon receipt of such notice (or, if
     Administrative Agent is the Issuing Lender, together with such notice),
     Administrative Agent shall notify each Revolving Lender in writing of such
     issuance or amendment and the amount of such Revolving Lender's respective
     participation in such Standby Letter of Credit or amendment, and, if so
     requested by a Revolving Lender, Administrative Agent shall provide such
     Lender with a copy of such Letter of Credit or amendment. In the case of
     Commercial Letters of Credit, in the event that Issuing Lender is other
     than Administrative Agent, such Issuing Lender will send by facsimile
     transmission to Administrative Agent, promptly upon the first Business Day
     of each week, a report of its daily aggregate maximum amount available for
     drawing under Commercial Letters of Credit for the previous week. Upon
     receipt of such report, Administrative Agent shall notify each Revolving
     Lender in writing of the contents thereof.

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               C.     REVOLVING LENDERS' PURCHASE OF PARTICIPATIONS IN LETTERS
OF CREDIT. Immediately upon the issuance of each Letter of Credit, each
Revolving Lender shall be deemed to, and hereby agrees to, have irrevocably
purchased from the Issuing Lender a participation in such Letter of Credit and
any drawings honored thereunder in an amount equal to such Revolving Lender's
Pro Rata Share of the maximum amount that is or at any time may become available
to be drawn thereunder.

               3.2    LETTER OF CREDIT FEES.

               Company agrees to pay the following amounts with respect to
Letters of Credit issued hereunder:

               (i)    with respect to each Letter of Credit, (a) a fronting fee,
     payable directly to the applicable Issuing Lender for its own account,
     equal to 0.125% per annum of the daily amount available to be drawn under
     such Letter of Credit, PROVIDED that the amount of such fronting fee shall
     be at least $500 and (b) a letter of credit fee, payable to Administrative
     Agent for the account of Revolving Lenders, equal to the applicable LIBOR
     Margin for the Revolving Loans multiplied by the daily amount available to
     be drawn under such Letter of Credit, each such fronting fee or letter of
     credit fee to be payable in arrears on and to (but excluding) each March
     31, June 30, September 30 and December 31 of each year and computed on the
     basis of a 365-day year for the actual number of days elapsed; and

               (ii)   with respect to the issuance, amendment or transfer of
     each Letter of Credit and each payment of a drawing made thereunder
     (without duplication of the fees payable under clause (i) above),
     documentary and processing charges payable directly to the applicable
     Issuing Lender for its own account in accordance with such Issuing Lender's
     standard schedule for such charges in effect at the time of such issuance,
     amendment, transfer or payment, as the case may be.

For purposes of calculating any fees payable under clause (i) and (ii) of this
subsection 3.2, (1) the daily amount available to be drawn under any Letter of
Credit shall be determined as of the close of business on any date of
determination and (2) any amount described in such clauses which is denominated
in a currency other than Dollars shall be valued based on the applicable
Exchange Rate for such currency as of the applicable date of determination (such
date to be determined at the discretion of Administrative Agent).

               3.3    DRAWINGS AND REIMBURSEMENT OF AMOUNTS PAID UNDER LETTERS
                      OF CREDIT.

               A.     RESPONSIBILITY OF ISSUING LENDER WITH RESPECT TO DRAWINGS.
In determining whether to honor any drawing under any Letter of Credit by the
beneficiary thereof, the Issuing Lender shall be responsible only to examine the
documents delivered under such Letter of Credit with reasonable care so as to
ascertain whether they appear on their face to be in accordance with the terms
and conditions of such Letter of Credit.

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               B.     REIMBURSEMENT BY COMPANY OF AMOUNTS PAID UNDER LETTERS OF
CREDIT. In the event an Issuing Lender has determined to honor a drawing under a
Letter of Credit issued by it, such Issuing Lender shall immediately notify
Company and Administrative Agent, and Company shall reimburse such Issuing
Lender on or before the Business Day immediately following the date on which
such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars
(which amount, in the case of a payment under a Letter of Credit which is
denominated in a currency other than Dollars, shall be calculated by reference
to the applicable Exchange Rate) and in same day funds equal to the amount of
such payment; PROVIDED that, anything contained in this Agreement to the
contrary notwithstanding, (i) unless Company shall have notified Administrative
Agent and such Issuing Lender prior to 12:00 Noon (New York City time) on the
date such drawing is honored that Company intends to reimburse such Issuing
Lender for the amount of such payment with funds other than the proceeds of
Revolving Loans, Company shall be deemed to have given a timely Notice of
Borrowing to Administrative Agent requesting Revolving Lenders to make Revolving
Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars
(which amount, in the case of a payment under a Letter of Credit which is
denominated in a currency other than Dollars, shall be calculated by reference
to the applicable Exchange Rate) equal to the amount of such payment and
Administrative Agent shall promptly notify each Revolving Lender of the proposed
borrowing and (ii) subject to satisfaction or waiver of the conditions specified
in subsection 4.2B, Revolving Lenders shall, on the Reimbursement Date, make
Revolving Loans that are Base Rate Loans in the amount of such payment, the
proceeds of which shall be applied directly by Administrative Agent to reimburse
such Issuing Lender for the amount of such payment; and PROVIDED, FURTHER that
if for any reason proceeds of Revolving Loans are not received by such Issuing
Lender on the Reimbursement Date in an amount equal to the amount of such
payment, Company shall reimburse such Issuing Lender, on demand, in an amount in
same day funds equal to the excess of the amount of such payment over the
aggregate amount of such Revolving Loans, if any, which are so received. Nothing
in this subsection 3.3B shall be deemed to relieve any Revolving Lender from its
obligation to make Revolving Loans on the terms and conditions set forth in this
Agreement, and Company shall retain any and all rights it may have against any
Revolving Lender resulting from the failure of such Revolving Lender to make
such Revolving Loans under this subsection 3.3B.

               C.     PAYMENT BY LENDERS OF UNREIMBURSED AMOUNTS PAID UNDER
LETTERS OF CREDIT.

               (i)    PAYMENT BY REVOLVING LENDERS.  In the event that Company
     shall fail for any reason to reimburse any Issuing Lender as provided in
     subsection 3.3B in an amount equal to the amount of any payment by such
     Issuing Lender under a Letter of Credit issued by it, such Issuing Lender
     shall promptly notify Administrative Agent, who shall promptly notify each
     Revolving Lender of the unreimbursed amount of such honored drawing and of
     such Revolving Lender's respective participation therein based on such
     Revolving Lender's Pro Rata Share. Each Revolving Lender (other than such
     Issuing Lender) shall make available to Administrative Agent an amount
     equal to its respective participation, in Dollars, in same day funds, at
     the Funding and Payment Office, no later than 1:00 P.M. (New York City
     time) on the first Business Day after the date notified by

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     Administrative Agent, and Administrative Agent shall make available to such
     Issuing Lender in Dollars, in same day funds, at the office of such Issuing
     Lender on such Business Day the aggregate amount of the payments so
     received by Administrative Agent. In the event that any Revolving Lender
     fails to make available to Administrative Agent on such Business Day the
     amount of such Revolving Lender's participation in such Letter of Credit as
     provided in this subsection 3.3C, such Issuing Lender shall be entitled to
     recover such amount on demand from such Revolving Lender together with
     interest thereon at the rate customarily used by such Issuing Lender for
     the correction of errors among banks for three Business Days and thereafter
     at the Base Rate. Nothing in this subsection 3.3C shall be deemed to
     prejudice the right of Administrative Agent to recover, for the benefit of
     Revolving Lenders, from any Issuing Lender any amounts made available to
     such Issuing Lender pursuant to this subsection 3.3C in the event that it
     is determined by the final judgment of a court of competent jurisdiction
     that the payment with respect to a Letter of Credit by such Issuing Lender
     in respect of which payments were made by Revolving Lenders constituted
     gross negligence, bad faith or willful misconduct on the part of such
     Issuing Lender.

               (ii)   DISTRIBUTION TO LENDERS OF REIMBURSEMENTS RECEIVED FROM
     COMPANY. In the event any Issuing Lender shall have been reimbursed by
     other Revolving Lenders pursuant to subsection 3.3C(i) for all or any
     portion of any payment by such Issuing Lender under a Letter of Credit
     issued by it, and Administrative Agent or such Issuing Lender thereafter
     receives any payments from Company in reimbursement of such payment under
     the Letter of Credit, to the extent any such payment is received by such
     Issuing Lender, it shall distribute such payment to Administrative Agent,
     and Administrative Agent shall (or, to the extent that Administrative Agent
     receives any such payment directly, it shall) distribute to each other
     Revolving Lender that has paid all amounts payable by it under subsection
     3.3C(i) with respect to such payment such Revolving Lender's Pro Rata Share
     of all payments subsequently received by Administrative Agent or by such
     Issuing Lender from Company. Any such distribution shall be made to a
     Revolving Lender at the account specified in subsection 2.4C(iii).

               D.     INTEREST ON AMOUNTS PAID UNDER LETTERS OF CREDIT.

               (i)    PAYMENT OF INTEREST BY COMPANY. Company agrees to pay to
     Administrative Agent, with respect to payments under any Letters of Credit
     issued by any Issuing Lender, interest on the amount paid by such Issuing
     Lender in respect of each such payment from the date a drawing is honored
     to but excluding the date such amount is reimbursed by Company (including
     any such reimbursement out of the proceeds of Revolving Loans pursuant to
     subsection 3.3B) at a rate equal to (a) for the period from the date such
     drawing is honored to but excluding the Reimbursement Date, the rate then
     in effect under this Agreement with respect to Revolving Loans that are
     Base Rate Loans and (b) thereafter, a rate which is 2% per annum in excess
     of the rate of interest otherwise payable under this Agreement with respect
     to Revolving Loans that are Base Rate Loans. Interest payable pursuant to
     this subsection 3.3D(i) shall be computed on the basis of a 365-day or
     366-day year, as the case may be, for the actual number of days elapsed in
     the

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     period during which it accrues and shall be payable on demand or, if no
     demand is made, on the date on which the related drawing under a Letter of
     Credit is reimbursed in full.

               (ii)   DISTRIBUTION OF INTEREST PAYMENTS BY ADMINISTRATIVE AGENT.
     Promptly upon receipt by Administrative Agent of any payment of interest
     pursuant to subsection 3.3D(i) with respect to a payment under a Letter of
     Credit, (a) Administrative Agent shall distribute to (x) each Revolving
     Lender (including the Issuing Lender that paid such drawing) out of the
     interest received by Administrative Agent in respect of the period from the
     date such drawing is honored to but excluding the date on which the
     applicable Issuing Lender is reimbursed for the amount of such payment
     (including any such reimbursement out of the proceeds of Revolving Loans
     pursuant to subsection 3.3B), the amount that such Revolving Lender would
     have been entitled to receive in respect of the letter of credit fee that
     would have been payable in respect of such Letter of Credit for such period
     pursuant to subsection 3.2 if no drawing had been honored under such Letter
     of Credit, and (y) such Issuing Lender the amount, if any, remaining after
     payment of the amounts applied pursuant to clause (x), and (b) in the event
     such Issuing Lender shall have been reimbursed by other Revolving Lenders
     pursuant to subsection 3.3C(i) for all or any portion of such payment,
     Administrative Agent shall distribute to each Revolving Lender (including
     such Issuing Lender) that has paid all amounts payable by it under
     subsection 3.3C(i) with respect to such payment such Revolving Lender's Pro
     Rata Share of any interest received by Administrative Agent in respect of
     that portion of such payment so made by Revolving Lenders for the period
     from the date on which such Issuing Lender was so reimbursed to but
     excluding the date on which such portion of such payment is reimbursed by
     Company. Any such distribution shall be made to a Revolving Lender at the
     account specified in subsection 2.4C(iii).

               E.     CASH COLLATERALIZATION. If Administrative Agent notifies
Company at any time that, due to a fluctuation in the applicable Exchange Rate
or otherwise, the Letter of Credit Usage at such time exceeds 105% of the
sublimit for Letters of Credit specified in subsection 3.1A(ii), then Company
shall Cash collaterize any such Letters of Credit to the extent of such excess.
For purposes hereof or any other Loan Document that calls for Cash
collateralization of Letters of Credit, (i) such Cash collateralization shall be
accomplished by depositing Cash in the Collateral Account established pursuant
to the Security Agreement, which amount shall constitute Collateral and shall be
subject to the provisions of the Security Agreement and (ii) full Cash
collateralization of a Letter of Credit shall require Cash collateral equal to
105% of the face amount of such Letter of Credit.

               3.4    OBLIGATIONS ABSOLUTE.

               The obligation of Company to reimburse each Issuing Lender for
payments under the Letters of Credit issued by it and to repay any Revolving
Loans made by Revolving Lenders pursuant to subsection 3.3B and the obligations
of Revolving Lenders under subsection 3.3C(i) shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances including any of the following circumstances:

               (i)    any lack of validity or enforceability of any Letter of
     Credit;

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               (ii)   the existence of any claim, set-off, defense or other
     right which Company or any Lender may have at any time against a
     beneficiary or any transferee of any Letter of Credit (or any Persons for
     whom any such transferee may be acting), any Issuing Lender or other
     Revolving Lender or any other Person or, in the case of a Revolving Lender,
     against Company, whether in connection with this Agreement, the
     transactions contemplated herein or any unrelated transaction (including
     any underlying transaction between Company or one of its Subsidiaries and
     the beneficiary for which any Letter of Credit was procured);

               (iii)  any draft or other document presented under any Letter of
     Credit proving to be forged, fraudulent, invalid or insufficient in any
     respect or any statement therein being untrue or inaccurate in any respect;

               (iv)   payment by the applicable Issuing Lender under any Letter
     of Credit against presentation of a draft or other document which does not
     substantially comply with the terms of such Letter of Credit;

               (v)    any adverse change in the business, operations,
     properties, assets, condition (financial or otherwise) or prospects of
     Company or any of its Subsidiaries;

               (vi)   any breach of this Agreement or any other Loan Document
     by any party thereto;

               (vii)  any other circumstance or happening whatsoever, whether
     or not similar to any of the foregoing; or

               (viii) the fact that an Event of Default or a Potential Event of
     Default shall have occurred and be continuing;

PROVIDED, in each case, that payment by the applicable Issuing Lender under the
applicable Letter of Credit shall not have constituted gross negligence or
willful misconduct of such Issuing Lender under the circumstances in question
(as determined by a final judgment of a court of competent jurisdiction).

               3.5    NATURE OF ISSUING LENDERS' DUTIES.

               As between Company and any Issuing Lender, Company assumes all
risks of the acts and omissions of, or misuse of the Letters of Credit issued by
such Issuing Lender by, the respective beneficiaries of such Letters of Credit.
In furtherance and not in limitation of the foregoing, such Issuing Lender shall
not be responsible for: (i) the form, validity, sufficiency, accuracy,
genuineness or legal effect of any document submitted by any party in connection
with the application for and issuance of any such Letter of Credit, even if it
should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign any
such Letter of Credit or the rights or benefits thereunder or proceeds thereof,
in whole or in part, which may prove to be invalid or ineffective for any
reason; (iii) failure of the beneficiary of any

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such Letter of Credit to comply fully with any conditions required in order to
draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays
in transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they be in cipher; (v) errors in interpretation of
technical terms; (vi) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any such Letter of Credit or
of the proceeds thereof; (vii) the misapplication by the beneficiary of any such
Letter of Credit of the proceeds of any drawing under such Letter of Credit; or
(viii) any consequences arising from causes beyond the control of such Issuing
Lender, including any act or omission by a Government Authority, and none of the
above shall affect or impair, or prevent the vesting of, any of such Issuing
Lender's rights or powers hereunder.

               In furtherance and extension and not in limitation of the
specific provisions set forth in the first paragraph of this subsection 3.5, any
action taken or omitted by any Issuing Lender under or in connection with the
Letters of Credit issued by it or any documents and certificates delivered
thereunder, if taken or omitted in good faith, shall not put such Issuing Lender
under any resulting liability to Company.

               Notwithstanding anything to the contrary contained in this
subsection 3.5, Company shall retain any and all rights it may have against any
Issuing Lender for any liability arising solely out of the gross negligence or
willful misconduct of such Issuing Lender, as determined by a final judgment of
a court of competent jurisdiction.

SECTION 4.     CONDITIONS TO LOANS AND LETTERS OF CREDIT

               The obligations of Lenders to make Loans and the issuance of
Letters of Credit hereunder are subject to the satisfaction of the following
conditions.

               4.1    CONDITIONS TO TERM LOANS AND INITIAL REVOLVING LOANS AND
     `                SWING LINE LOANS.

               The obligations of Lenders to make the Term Loans and any
Revolving Loans and Swing Line Loans to be made on the Closing Date are, in
addition to the conditions precedent specified in subsection 4.2, subject to
prior or concurrent satisfaction of the following conditions:

               A.     LOAN PARTY DOCUMENTS.  On or before the Closing
Date, Company shall, and shall cause each other Loan Party to, deliver to
Lenders (or to Administrative Agent with sufficient originally executed copies,
where appropriate, for each Lender) the following with respect to Company or
such Loan Party, as the case may be, each, unless otherwise noted, dated the
Closing Date:

               (i)    Copies of the Organizational Documents of such Person,
     certified by the Secretary of State of its jurisdiction of organization and
     dated a recent date prior to the Closing Date or, if such document is of a
     type that may not be so certified, certified by the secretary or similar
     officer of the applicable Loan Party, together with a good standing
     certificate from the Secretary of State of its jurisdiction of
     organization;

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               (ii)   Resolutions of the Governing Body of such Person approving
     and authorizing the execution, delivery and performance of the Loan
     Documents to which it is a party, certified as of the Closing Date by the
     secretary or similar officer of such Person as being in full force and
     effect without modification or amendment;

               (iii)  Signature and incumbency certificates of the officers of
     such Person executing the Loan Documents to which it is a party;

               (iv)   Executed originals of the Loan Documents to which such
     Person is a party; and

               (v)    Such other documents as Administrative Agent may
     reasonably request.

               B.     FEES.  Company shall have paid to Administrative Agent,
for distribution (as appropriate) to Administrative Agent and Lenders, the fees
payable on the Closing Date referred to in subsection 2.3B.

               C.     CORPORATE STRUCTURE. The corporate organizational
structure of Company and its Subsidiaries after giving effect to the
Recapitalization shall be as set forth on SCHEDULE 4.1C annexed hereto.

               D.     REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF AGREEMENTS.
Company shall have delivered to Administrative Agent an Officer's Certificate,
in form and substance satisfactory to Administrative Agent, to the effect that
the representations and warranties in Section 5 are true, correct and complete
in all material respects on and as of the Closing Date to the same extent as
though made on and as of that date (or, to the extent such representations and
warranties specifically relate to an earlier date, that such representations and
warranties were true, correct and complete in all material respects on and as of
such earlier date) and that Company shall have performed in all material
respects all agreements and satisfied all conditions which the Loan Documents
provide shall be performed or satisfied by it on or before the Closing Date
except as otherwise disclosed to and agreed to in writing by Administrative
Agent; PROVIDED that, if a representation and warranty, covenant or condition is
qualified as to materiality, with respect to such representation and warranty,
covenant or condition the applicable materiality qualifier set forth above shall
be disregarded for purposes of this condition.

               E.     FINANCIAL STATEMENTS; PRO FORMA FINANCIAL STATEMENTS. On
or before the Closing Date, Lenders shall have received (i) audited financial
statements of Company and/or its predecessors and their respective Subsidiaries
for Fiscal Years 2002, 2003 and 2004, consisting of consolidated balance sheets
and the related consolidated statements of income, stockholders' equity and cash
flows for such Fiscal Years, together with the report thereon of Grant Thornton
LLP or Ernst & Young LLP and in reasonable detail and certified by the chief
financial officer of Company that they fairly present in all material respects
the consolidated financial condition of Company and/or its predecessors and
their respective Subsidiaries, as at the dates indicated and the results of
their operations for the periods indicated, (ii) unaudited financial statements
of Company and its Subsidiaries as at the end of each Fiscal Quarter ended

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more than 45 days prior to the Closing Date and monthly financial statements for
any monthly period ending after the most recent Fiscal Quarter and more than 30
days prior to the Closing Date, consisting of a consolidated balance sheet and
the related consolidated statements of income and cash flows for the periods
indicated, all in reasonable detail and certified by the chief financial officer
of Company that they fairly present in all material respects the consolidated
financial condition of Company and its Subsidiaries as at the dates indicated
and the results of their operations for the periods indicated, subject to
changes resulting from review by independent accountants and normal year-end
adjustments, (iii) pro forma consolidated balance sheets of Company and its
Subsidiaries as at September 30, 2005, reflecting the Recapitalization and the
transactions contemplated by the Loan Documents, and (iv) a consolidated plan
and financial forecast for the six-year period after the Closing Date, including
forecasted balance sheet, consolidated statements of income, and cash flows of
Company and its Subsidiaries on a quarterly basis for the quarter ending
December 31, 2005 and for Fiscal Year 2006 and on an annual basis for each
Fiscal Year thereafter during such period, together with an explanation of the
assumptions on which such forecasts are based. Each of the foregoing financial
statements shall (1) be in form and substance reasonably satisfactory to
Administrative Agent, (2) be substantially consistent with any financial
statements for the same periods delivered to Administrative Agent prior to the
Closing Date, and (3) in the case of such financial statements for subsequent
periods, be substantially consistent with any projected financial results for
such periods delivered to Administrative Agent prior to the Closing Date.

               F.     OPINIONS OF COUNSEL TO LOAN PARTIES. Administrative Agent
shall have received originally executed copies of one or more favorable written
opinions of Goodwin Procter LLP, counsel for Loan Parties, and of Hogan &
Houston LLP, Colorado counsel to the Loan Parties incorporated in Colorado, in
form and substance reasonably satisfactory to Administrative Agent and its
counsel, addressed to Administrative Agent and Lenders and dated as of the
Closing Date and setting forth substantially the matters in the opinions
designated in EXHIBIT VIII annexed hereto and as to such other matters as
Administrative Agent acting on behalf of Lenders may reasonably request (this
Agreement constituting a written request by Company to such counsel to deliver
such opinions to Administrative Agent).

               G.     SOLVENCY ASSURANCES.  On the Closing Date, Administrative
Agent and Lenders shall have received an Officer's Certificate of Company dated
the Closing Date, substantially in the form of EXHIBIT X annexed hereto and with
appropriate attachments, in each case demonstrating that, after giving effect to
the consummation of the Recapitalization and the transactions contemplated by
the Loan Documents, Company and its Subsidiaries on a consolidated basis, will
be Solvent.

               H.     EVIDENCE OF INSURANCE. Administrative Agent shall have
received a certificate from Company's insurance broker or other evidence
satisfactory to it that all insurance required to be maintained pursuant to
subsection 6.4 is in full force and effect and that Administrative Agent on
behalf of Lenders has been named as additional insured and/or loss payee
thereunder to the extent required under subsection 6.4.

               I.     NECESSARY GOVERNMENTAL AUTHORIZATIONS AND CONSENTS;
EXPIRATION OF WAITING PERIODS, ETC. Company shall have obtained all Governmental
Authorizations and all

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consents of other Persons, in each case that are necessary in connection with
the transactions contemplated by the Loan Documents and the continued operation
of the business conducted by Company and its Subsidiaries in substantially the
same manner as conducted prior to the Closing Date. Each such Governmental
Authorization and consent shall be in full force and effect, except in a case
where the failure to obtain or maintain a Governmental Authorization or consent,
either individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect. All applicable waiting periods shall have
expired without any action being taken or threatened by any competent authority
that would restrain, prevent or otherwise impose adverse conditions on the
transactions contemplated by the Loan Documents or the financing thereof. No
action, request for stay, petition for review or rehearing, reconsideration, or
appeal with respect to any of the foregoing shall be pending, and the time for
any applicable Government Authority to take action to set aside its consent on
its own motion shall have expired.

               J.     [Intentionally Omitted.]

               K.     SECURITY INTERESTS IN PERSONAL AND MIXED PROPERTY. To the
extent not otherwise satisfied pursuant to subsection 4.1L, Administrative Agent
shall have received evidence satisfactory to it that Company and Subsidiary
Guarantors shall have taken or caused to be taken all such actions, executed and
delivered or caused to be executed and delivered all such agreements, documents
and instruments, and made or caused to be made all such filings and recordings
(other than the filing or recording of items described in clauses (ii), (iii)
and (iv) below) that may be necessary or, in the reasonable opinion of
Administrative Agent, desirable in order to create in favor of Administrative
Agent, for the benefit of Lenders, a valid and (upon such filing and recording)
perfected First Priority Lien in the entire personal property Collateral. Such
actions shall include the following:

               (i)    STOCK CERTIFICATES AND INSTRUMENTS. Delivery to
     Administrative Agent of (a) certificates (which certificates shall be
     accompanied by irrevocable undated stock powers, duly endorsed in blank and
     otherwise satisfactory in form and substance to Administrative Agent)
     representing all Capital Stock pledged pursuant to the Security Agreement
     and any Foreign Pledge Agreement and (b) all promissory notes or other
     instruments (duly endorsed, where appropriate, in a manner satisfactory to
     Administrative Agent) evidencing any Collateral;

               (ii)   LIEN SEARCHES AND UCC TERMINATION STATEMENTS. Delivery to
     Administrative Agent of (a) the results of a recent search, by a Person
     satisfactory to Administrative Agent, of all effective UCC financing
     statements and all judgment and tax lien filings which may have been made
     with respect to any personal or mixed property of any Loan Party, together
     with copies of all such filings disclosed by such search, and (b) duly
     completed UCC termination statements, and authorization of the filing
     thereof from the applicable secured party, as may be necessary to terminate
     any effective UCC financing statements disclosed in such search (other than
     any such financing statements in respect of Liens permitted to remain
     outstanding pursuant to the terms of this Agreement);

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               (iii)  UCC FINANCING STATEMENTS. Delivery to Administrative Agent
     of duly completed UCC financing statements and, where appropriate,
     consignment filings, as the case may be, duly executed by each applicable
     Loan Party (if required) with respect to all personal and mixed property
     Collateral of such Loan Party, for filing in all jurisdictions as may be
     necessary or, in the opinion of Administrative Agent, desirable to perfect
     the security interests created in such Collateral pursuant to the
     Collateral Documents;

               (iv)   PTO COVER SHEETS, ETC. Delivery to Administrative Agent of
     all cover sheets or other documents or instruments required to be filed
     with any IP Filing Office in order to create or perfect Liens in respect of
     any IP Collateral, together with releases duly executed (if necessary) of
     security interests by all applicable Persons for filing in all applicable
     jurisdictions as may be necessary to terminate any effective filings in any
     IP Filing Office in respect of any IP Collateral (other than any such
     filings in respect of Liens permitted to remain outstanding pursuant to the
     terms of this Agreement);

               (v)    CONTROL AGREEMENTS.  Deliver to Administrative Agent of
     Control Agreements with financial institutions and other Persons in order
     to perfect Liens in respect of Deposit Accounts, Securities Accounts and
     other Collateral pursuant to the Collateral Documents;

               (vi)   CERTIFICATES OF TITLE, ETC. Delivery to Administrative
     Agent of certificates of title with respect to all motor vehicles and other
     rolling stock of Loan Parties and the taking of all actions necessary to
     cause Administrative Agent to be noted as lienholder thereon or otherwise
     necessary to perfect the First Priority Lien granted to Administrative
     Agent on behalf of Lenders in such rolling stock; PROVIDED, HOWEVER, that
     the Administrative Agent may waive the requirement to deliver certificates
     of title for motor vehicles.

               (vii)  FOREIGN PLEDGE AGREEMENTS. Execution and delivery to
     Administrative Agent of Foreign Pledge Agreements with respect to 66% of
     the Capital Stock owned by Company or a Subsidiary Guarantor of all Foreign
     Subsidiaries with respect to which Administrative Agent deems a Foreign
     Pledge Agreement necessary or advisable to perfect or otherwise protect the
     First Priority Liens granted to Administrative Agent on behalf of Lenders
     in such Capital Stock, and the taking of all such other actions under the
     laws of such jurisdictions as Administrative Agent may deem necessary or
     advisable to perfect or otherwise protect such First Priority Liens; and

               (viii) OPINIONS OF LOCAL COUNSEL. Delivery to Administrative
     Agent of an opinion of counsel (which counsel shall be reasonably
     satisfactory to Administrative Agent) under the laws of each jurisdiction
     in which any Loan Party is organized with respect to the creation and
     perfection of the security interests in favor of Administrative Agent in
     such Collateral and such other matters governed by the laws of such
     jurisdiction regarding such security interests as Administrative Agent may
     reasonably request, in each case in form and substance reasonably
     satisfactory to Administrative Agent.

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               L.     CLOSING DATE MORTGAGES; CLOSING DATE MORTGAGE POLICIES;
ETC. To the extent the Company or any Subsidiary Guarantor owns any Real
Property Asset, Administrative Agent shall have received from Company and each
applicable Subsidiary Guarantor:

               (i)    CLOSING DATE MORTGAGES. Fully executed and notarized
     Mortgages (each a "CLOSING DATE MORTGAGE" and, collectively, the "CLOSING
     DATE MORTGAGES"), in proper form for recording in all appropriate places in
     all applicable jurisdictions, encumbering each Real Property Asset listed
     in SCHEDULE 4.1L annexed hereto (each a "CLOSING DATE MORTGAGED PROPERTY"
     and, collectively, the "CLOSING DATE MORTGAGED PROPERTIES");

               (ii)   OPINIONS OF LOCAL COUNSEL. An opinion of counsel (which
     counsel shall be reasonably satisfactory to Administrative Agent) in each
     state in which a Closing Date Mortgaged Property is located with respect to
     the enforceability of the form(s) of Closing Date Mortgages to be recorded
     in such state and such other matters as Administrative Agent may reasonably
     request, in each case in form and substance reasonably satisfactory to
     Administrative Agent;

               (iii)  TITLE INSURANCE. (a) ALTA mortgagee title insurance
     policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE
     POLICIES") issued by the Title Company with respect to the Closing Date
     Mortgaged Properties listed in Part A of SCHEDULE 4.1L annexed hereto, in
     amounts not less than the respective amounts designated therein with
     respect to any particular Closing Date Mortgaged Properties, insuring fee
     simple title to, or a valid leasehold interest in, each such Closing Date
     Mortgaged Property vested in such Loan Party and assuring Administrative
     Agent that the applicable Closing Date Mortgages create valid and
     enforceable First Priority mortgage Liens on the respective Closing Date
     Mortgaged Properties encumbered thereby, subject only to a standard survey
     exception, which Closing Date Mortgage Policies (1) shall include an
     endorsement for mechanics' liens, for future advances under this Agreement
     and for any other matters reasonably requested by Administrative Agent and
     (2) shall provide for affirmative insurance and such reinsurance as
     Administrative Agent may reasonably request, all of the foregoing in form
     and substance reasonably satisfactory to Administrative Agent; and (b)
     evidence satisfactory to Administrative Agent that such Loan Party has (i)
     delivered to the Title Company all certificates and affidavits required by
     the Title Company in connection with the issuance of the Closing Date
     Mortgage Policies and (ii) paid to the Title Company or to the appropriate
     Government Authorities all expenses and premiums of the Title Company in
     connection with the issuance of the Closing Date Mortgage Policies and all
     recording and stamp taxes (including mortgage recording and intangible
     taxes) payable in connection with recording the Closing Date Mortgages in
     the appropriate real estate records;

               (iv)   TITLE REPORTS. With respect to each Closing Date Mortgaged
     Property listed in Part B of SCHEDULE 4.1L annexed hereto, a title report
     issued by the Title Company with respect thereto, dated not more than 30
     days prior to the Closing Date and satisfactory in form and substance to
     Administrative Agent;

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               (v)    COPIES OF DOCUMENTS RELATING TO TITLE EXCEPTIONS.  Copies
     of all recorded documents listed as exceptions to title or otherwise
     referred to in the Closing Date Mortgage Policies or in the title reports
     delivered pursuant to subsection 4.1L(iv);

               (vi)   MATTERS RELATING TO FLOOD HAZARD PROPERTIES. (a) Evidence,
     which may be in the form of a letter from an insurance broker or a
     municipal engineer, as to whether (1) any Closing Date Mortgaged Property
     is a Flood Hazard Property and (2) the community in which any such Flood
     Hazard Property is located is participating in the National Flood Insurance
     Program, (b) if there are any such Flood Hazard Properties, such Loan
     Party's written acknowledgement of receipt of written notification from
     Administrative Agent (1) as to the existence of each such Flood Hazard
     Property and (2) as to whether the community in which each such Flood
     Hazard Property is located is participating in the National Flood Insurance
     Program, and (c) in the event any such Flood Hazard Property is located in
     a community that participates in the National Flood Insurance Program,
     evidence that Company has obtained flood insurance in respect of such Flood
     Hazard Property to the extent required under the applicable regulations of
     the Board of Governors of the Federal Reserve System; and

               (vii)  ENVIRONMENTAL INDEMNITY. If requested by Administrative
     Agent, an environmental indemnity agreement, satisfactory in form and
     substance to Administrative Agent and its counsel, with respect to the
     indemnification of Administrative Agent and Lenders for any liabilities
     that may be imposed on or incurred by any of them as a result of any
     Hazardous Materials Activity.

               M.     MATTERS RELATING TO EXISTING INDEBTEDNESS OF COMPANY AND
ITS SUBSIDIARIES.

               (i)    TERMINATION OF EXISTING CREDIT AGREEMENT AND RELATED
     LIENS. On the Closing Date, Company and its Subsidiaries shall have (a)
     repaid in full all Indebtedness outstanding under the Existing Credit
     Agreement, (b) terminated any commitments to lend or make other extensions
     of credit thereunder, (c) delivered to Administrative Agent all documents
     or instruments necessary to release, or to permit Administrative Agent to
     release, all Liens securing Indebtedness or other obligations of Company
     and its Subsidiaries thereunder, and (d) made arrangements satisfactory to
     Administrative Agent with respect to the cancellation of any letters of
     credit outstanding thereunder or the issuance of Letters of Credit to
     support the obligations of Company and its Subsidiaries with respect
     thereto.

               (ii)   EXISTING INDEBTEDNESS TO REMAIN OUTSTANDING.  The Existing
     Indebtedness described as remaining outstanding after the Closing Date in
     Schedule 7.1 annexed hereto shall remain outstanding.

               N.     CONSUMMATION OF THE RECAPITALIZATION.

               (i)    The Recapitalization Payment shall not exceed $70,000,000.

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               (ii)   There shall not be an Event of Default or Potential Event
     of Default after giving effect to the Recapitalization.

               O.     NO MATERIAL ADVERSE CHANGE. Since December 31, 2004,
nothing shall have occurred (and the Lenders shall have become aware of no facts
or conditions not previously known) which Administrative Agent determines could
reasonably be expected to have a Material Adverse Effect.

               P.     LITIGATION.  No litigation by any entity (private or
governmental) shall be pending or, to the knowledge of Company or their
respective Subsidiaries, threatened with respect to this Agreement, any other
Loan Document, or any other documentation executed in connection herewith or
with respect to the transactions contemplated hereby, or which the
Administrative Agent shall determine could reasonably be expected to have a
Material Adverse Effect.

               Q.     CERTIFICATE REGARDING FINANCIAL CONDITION. On the
Closing Date, Company shall have delivered to Administrative Agent an Officer's
Certificate executed by the chief financial officer of the Company certifying
that the Consolidated EBITDA for the twelve-month period ending September 30,
2005, calculated on a PRO-FORMA basis as if the Recapitalization and the other
transactions consummated on the Closing Date had occurred at the beginning of
such period is not less than $40,000,000 together with calculations
demonstrating the foregoing in form and substance reasonably satisfactory to
Administrative Agent.

               R.     COMPLETION OF PROCEEDINGS. All corporate and other
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel
shall be satisfactory in form and substance to Administrative Agent and such
counsel, and Administrative Agent and such counsel shall have received all such
counterpart originals or certified copies of such documents as Administrative
Agent may reasonably request.

               4.2    CONDITIONS TO ALL LOANS.

               The obligation of each Lender to make Loans on each Funding Date
is subject to the following further conditions precedent:

               A.     Administrative Agent shall have received before that
Funding Date, in accordance with the provisions of subsection 2.1B, a duly
executed Notice of Borrowing, in each case signed by a duly authorized Officer
of Company.

               B.     As of that Funding Date:

               (i)    The representations and warranties contained herein and
     in the other Loan Documents shall be true, correct and complete in all
     material respects on and as of that Funding Date to the same extent as
     though made on and as of that date, except to the extent such
     representations and warranties specifically relate to an earlier date, in
     which

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     case such representations and warranties shall have been true, correct and
     complete in all material respects on and as of such earlier date; PROVIDED,
     that, if a representation and warranty, covenant or condition is qualified
     as to materiality, with respect to such representation and warranty,
     covenant or condition the applicable materiality qualifier set forth above
     shall be disregarded for purposes of this condition;

               (ii)   No event shall have occurred and be continuing or would
     result from the consummation of the borrowing contemplated by such Notice
     of Borrowing that would constitute an Event of Default or a Potential Event
     of Default;

               (iii)  Each Loan Party shall have performed in all material
     respects all agreements and satisfied all conditions which this Agreement
     provides shall be performed or satisfied by it on or before that Funding
     Date;

               (iv)   No order, judgment or decree of any arbitrator or
     Government Authority shall purport to enjoin or restrain such Lender from
     making the Loans to be made by it on that Funding Date; and

               (v)    With respect to any borrowings under the Revolving Credit
     Facility, since December 31, 2004, nothing shall have occurred (and the
     Lenders shall have become aware of no facts or conditions not previously
     known) which Administrative Agent determines could reasonably be expected
     to have (i) a material adverse effect upon the business, operations,
     properties, assets, condition (financial or otherwise) or prospects of
     Company and its Subsidiaries taken as a whole, or (ii) the impairment of
     the ability of any Loan Party to perform, or of Administrative Agent or
     Lenders to enforce, the Obligations.

               (vi)   With respect to any borrowings under the Revolving Credit
     Facility, after giving effect to such borrowings, (i) the proceeds of
     Revolving Loans and Swing Line Loans applied to finance Permitted
     Acquisitions shall not exceed $40,00,000 and (ii) the proceeds of Revolving
     Loans and Swing Line Loans applied for any other purpose shall not exceed
     $30,000,000.

               4.3    CONDITIONS TO LETTERS OF CREDIT.

               The issuance of any Letter of Credit hereunder (whether or not
the applicable Issuing Lender is obligated to issue such Letter of Credit) is
subject to the following conditions precedent:

               A.     On or before the date of issuance of the initial Letter
of Credit pursuant to this Agreement, the initial Loans shall have been made.

               B.     On or before the date of issuance of such Letter of
Credit, Administrative Agent shall have received, in accordance with the
provisions of subsection 3.1B(i), an originally executed Request for Issuance
(or a facsimile copy thereof) in each case signed by a duly authorized Officer
of Company, together with all other information specified in subsection

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3.1B(i) and such other documents or information as the applicable Issuing Lender
may reasonably require in connection with the issuance of such Letter of Credit.

               C.     On the date of issuance of such Letter of Credit, all
conditions precedent described in subsection 4.2B shall be satisfied to the same
extent as if the issuance of such Letter of Credit were the making of a Loan and
the date of issuance of such Letter of Credit were a Funding Date.

SECTION 5.     COMPANY'S REPRESENTATIONS AND WARRANTIES

               In order to induce Lenders to enter into this Agreement and to
make the Loans, to induce Issuing Lenders to issue Letters of Credit and to
induce Revolving Lenders to purchase participations therein, Company represents
and warrants to each Lender:

               5.1    ORGANIZATION, POWERS, QUALIFICATION, GOOD STANDING,
                      BUSINESS AND SUBSIDIARIES.

               A.     ORGANIZATION AND POWERS. Each of Company and its
Subsidiaries is a corporation, partnership, trust or limited liability company
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization as specified in SCHEDULE 5.1 annexed hereto. Each
of Company and its Subsidiaries has all requisite power and authority to own and
operate its properties, to carry on its business as now conducted and as
proposed to be conducted, to enter into the Loan Documents to which it is a
party and to carry out the transactions contemplated thereby.

               B.     QUALIFICATION AND GOOD STANDING. Each of Company and its
Subsidiaries is qualified to do business and in good standing in every
jurisdiction where its assets are located and wherever necessary to carry out
its business and operations, except in jurisdictions where the failure to be so
qualified or in good standing has not had and could not reasonably be expected
to result in a Material Adverse Effect.

               C.     CONDUCT OF BUSINESS.  Company and its Subsidiaries are
engaged only in the businesses permitted to be engaged in pursuant to subsection
7.11.

               D.     SUBSIDIARIES. All of the Subsidiaries of Company and their
jurisdictions of organization are identified in SCHEDULE 5.1 annexed hereto, as
said SCHEDULE 5.1 may be supplemented from time to time pursuant to the
provisions of subsection 6.1(xvi). The Capital Stock of each of the Subsidiaries
of Company identified in SCHEDULE 5.1 annexed hereto (as so supplemented) is
duly authorized, validly issued, fully paid and, with respect to Subsidiaries
which are corporations, nonassessable and none of such Capital Stock constitutes
Margin Stock. Each of the Subsidiaries of Company identified in SCHEDULE 5.1
annexed hereto (as so supplemented) is a corporation, partnership, trust or
limited liability company duly organized, validly existing and in good standing
under the laws of its respective jurisdiction of organization set forth therein,
has all requisite power and authority to own and operate its properties and to
carry on its business as now conducted and as proposed to be conducted, and is
qualified to do business and in good standing in every jurisdiction where its
assets are located and wherever

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necessary to carry out its business and operations, in each case except where
failure to be so qualified or in good standing or a lack of such power and
authority has not had and could not reasonably be expected to result in a
Material Adverse Effect. SCHEDULE 5.1 annexed hereto (as so supplemented)
correctly sets forth the ownership interest of Company and each of its
Subsidiaries in each of the Subsidiaries of Company identified therein.

               5.2    AUTHORIZATION OF BORROWING, ETC.

               A.     AUTHORIZATION OF BORROWING.  The execution, delivery and
performance of the Loan Documents have been duly authorized by all necessary
action on the part of each Loan Party that is a party thereto.

               B.     NO CONFLICT.  The execution, delivery and performance by
Loan Parties of the Loan Documents to which they are parties and the
consummation of the transactions contemplated by the Loan Documents do not and
will not (i) violate any provision of any law or any governmental rule or
regulation applicable to Company or any of its Subsidiaries, the Organizational
Documents of Company or any of its Subsidiaries or any order, judgment or decree
of any court or other Government Authority binding on Company or any of its
Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any Contractual Obligation of
Company or any of its Subsidiaries, (iii) result in or require the creation or
imposition of any Lien upon any of the properties or assets of Company or any of
its Subsidiaries (other than any Liens created under any of the Loan Documents
in favor of the Administrative Agent on behalf of Lenders), or (iv) require any
approval of stockholders or any approval or consent of any Person under any
Contractual Obligation of Company or any of its Subsidiaries, except for such
approvals or consents which will be obtained on or before the Closing Date and
disclosed in writing to Lenders and except, in each case, to the extent such
violation, conflict, Lien or failure to obtain such approval or consent could
not reasonably be expected to result in a Material Adverse Effect.

               C.     GOVERNMENTAL CONSENTS.  The execution, delivery and
performance by Loan Parties of the Loan Documents to which they are parties and
the consummation of the transactions contemplated by the Loan Documents do not
and will not require any Governmental Authorization.

               D.     BINDING OBLIGATION.  Each of the Loan Documents has been
duly executed and delivered by each Loan Party that is a party thereto and is
the legally valid and binding obligation of such Loan Party, enforceable against
such Loan Party in accordance with its respective terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or limiting creditors' rights generally or by equitable principles
relating to enforceability.

               5.3    FINANCIAL CONDITION.

               Company has heretofore delivered to Lenders, at Lenders' request,
the financial statements and information described in subsection 4.1E. All such
statements other than pro forma financial statements and financial plans and
forecasts were prepared in conformity with

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GAAP and fairly present, in all material respects, the financial position (on a
consolidated and, where applicable, consolidating basis) of the entities
described in such financial statements as at the respective dates thereof and
the results of operations and cash flows (on a consolidated and, where
applicable, consolidating basis) of the entities described therein for each of
the periods then ended, subject, (a) in the case of any such unaudited financial
statements, to changes resulting from review by independent accountants and
normal year-end adjustments and (b) in the case of interim financials, the
absence of footnotes. Neither Company nor any of its Subsidiaries have (and will
not have following the funding of the initial Loans) any Contingent Obligation,
contingent liability or liability for taxes, long-term lease or unusual forward
or long-term commitment that is not reflected in the foregoing financial
statements or, with respect to audited statements, the notes thereto and, as of
any Funding Date subsequent to the Closing Date, is not reflected in the most
recent financial statements delivered to Lenders pursuant to subsection 6.1 or,
with respect to audited statements, the notes thereto and that, in any such
case, is material in relation to the business, operations, properties, assets,
condition (financial or otherwise) or prospects of Company or any of its
Subsidiaries and required to be so reflected in accordance with GAAP (it being
understood that such contingent liabilities in most instances are not required
to be reflected in financial statements but only described in the notes thereto
and such notes will be prepared only in connection with annual audited
statements).

               5.4    NO MATERIAL ADVERSE CHANGE; NO RESTRICTED JUNIOR PAYMENTS.

               Since December 31, 2004, no event or change has occurred that has
resulted in or evidences, either in any case or in the aggregate, a Material
Adverse Effect. Since the Closing Date, neither Company nor any of its
Subsidiaries has directly or indirectly declared, ordered, paid or made, or set
apart any sum or property for, any Restricted Junior Payment or agreed to do so
except as permitted by subsection 7.5.

               5.5    TITLE TO PROPERTIES; LIENS; REAL PROPERTY; INTELLECTUAL
PROPERTY.

               A.     TITLE TO PROPERTIES; LIENS. Company and its Subsidiaries
have (i) good, sufficient and legal title to (in the case of fee interests in
real property), (ii) valid leasehold interests in (in the case of leasehold
interests in real or personal property), or (iii) good title to (in the case of
all other personal property), all of their respective properties and assets
reflected in the financial statements referred to in subsection 5.3 or in the
most recent financial statements delivered pursuant to subsection 6.1, in each
case except for assets disposed of since the date of such financial statements
in the ordinary course of business or as otherwise permitted under subsection
7.7. Except as permitted by this Agreement, all such properties and assets are
free and clear of Liens.

               B.     REAL PROPERTY. As of the Closing Date, SCHEDULE 5.5B
annexed hereto contains a true, accurate and complete list of (i) all fee
interests in any Real Property Assets and (ii) all leases, subleases or
assignments of leases (together with all amendments, modifications, supplements,
renewals or extensions of any thereof) affecting each leasehold interest in real
property, regardless of whether a Loan Party is the landlord or tenant (whether
directly or as an assignee or successor in interest) under such lease, sublease
or assignment. Except as specified in SCHEDULE 5.5B annexed hereto, each
agreement listed in clause (ii) of the immediately

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preceding sentence is in full force and effect and Company does not have
knowledge of any default that has occurred and is continuing thereunder, and
each such agreement constitutes the legally valid and binding obligation of each
applicable Loan Party, enforceable against such Loan Party in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles, except where the failure to be in
full force and effect, the existence of any default or the failure of any such
agreement to be a legal, valid, binding and enforceable obligation has not had
and could not reasonably be expected to have a Material Adverse Effect.

               C.     INTELLECTUAL PROPERTY. As of the Closing Date, Company and
its Subsidiaries own or have the right to use, all Intellectual Property used in
the conduct of their business, except where the failure to own or have such
right to use in the aggregate could not reasonably be expected to result in a
Material Adverse Effect. No claim has been asserted and is pending by any Person
challenging or questioning the use of any such Intellectual Property or the
validity or effectiveness of any such Intellectual Property, nor does Company
know of any valid basis for any such claim, except for such claims that in the
aggregate could not reasonably be expected to result in a Material Adverse
Effect. The use of such Intellectual Property by Company and its Subsidiaries
does not infringe on (i) the rights of any Person other than the right of any
Person or entity under any patent and (ii) to the knowledge of the Company and
its Subsidiaries, the rights of any Person or entity under any patent, except
for such claims and infringements that, in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect. All federal and state and
all foreign registrations of and applications for Intellectual Property, and all
unregistered Intellectual Property, that are owned or licensed by Company or any
of its Subsidiaries on the Closing Date are described on SCHEDULE 5.5C annexed
hereto.

               5.6    LITIGATION; ADVERSE FACTS.

               There are no Proceedings (whether or not purportedly on behalf of
Company or any of its Subsidiaries) at law or in equity, or before or by any
court or other Government Authority (including any Environmental Claims) that
are pending or, to the knowledge of Company, threatened against or affecting any
Loan Party or any property of any Loan Party and that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.
Neither Company nor any of its Subsidiaries (i) is in violation of any
applicable laws (including Environmental Laws) that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect,
or (ii) is subject to or in default with respect to any final judgments, writs,
injunctions, decrees, rules or regulations of any court or other Government
Authority that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect.

               5.7    PAYMENT OF TAXES.

               Except to the extent permitted by subsection 6.3, all material
tax returns and reports of Company and its Subsidiaries required to be filed by
any of them have been timely filed, and all material taxes shown on such tax
returns to be due and payable and all material

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assessments, fees and other governmental charges upon Company and its
Subsidiaries and upon their respective properties, assets, income, businesses
and franchises that are due and payable have been paid when due and payable.
Company knows of no proposed tax assessment against Company or any of its
Subsidiaries that is not being actively contested by Company or such Subsidiary
in good faith and by appropriate proceedings; PROVIDED that such reserves or
other appropriate provisions, if any, as shall be required in conformity with
GAAP shall have been made or provided therefor and in the case of a Lien with
respect to any portion of the Collateral, such contest proceedings operate to
stay the sale of any portion of the Collateral on account of such Lien.

               5.8    PERFORMANCE OF AGREEMENTS; MATERIAL CONTRACTS.

               A.     Neither Company nor any of its Subsidiaries is in default
in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any of its Contractual Obligations, and no
condition exists that, with the giving of notice or the lapse of time or both,
would constitute such a default, except where the consequences, direct or
indirect, of such default or defaults, if any, could not reasonably be expected
to result in a Material Adverse Effect.

               B.     Neither Company nor any of its Subsidiaries is a party to
or is otherwise subject to any charter or other internal restrictions which,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.

               5.9    GOVERNMENTAL REGULATION.

               Neither Company nor any of its Subsidiaries is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or
under any other federal or state statute or regulation which may limit its
ability to incur Indebtedness or which may otherwise render all or any portion
of the Obligations unenforceable.

               5.10   SECURITIES ACTIVITIES.

               A.     Neither Company nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock.

               B.     Following application of the proceeds of each Loan, not
more than 25% of the value of the assets (either of Company only or of Company
and its Subsidiaries on a consolidated basis) subject to the provisions of
subsection 7.2 or 7.7 or subject to any restriction contained in any agreement
or instrument, between Company and any Lender or any Affiliate of any Lender,
relating to Indebtedness and within the scope of subsection 8.2, will be Margin
Stock.

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               5.11   EMPLOYEE BENEFIT PLANS.

               A.     Company, each of its Subsidiaries and each of their
respective ERISA Affiliates are in compliance in all material respects with all
applicable provisions and requirements of ERISA and applicable law and the
regulations and published interpretations thereunder with respect to each
Employee Benefit Plan, and have performed all their obligations under each
Employee Benefit Plan. Each Employee Benefit Plan that is intended to be
qualified under Section 401(a) of the Internal Revenue Code has received a
favorable opinion letter from the Internal Revenue Service with respect to
legislation for which the Internal Revenue Service currently issues such
letters, and nothing has occurred subsequent to the issuance of such opinion
letter that could cause such Employee Benefit Plan to lose its qualified status.

               B.     No ERISA Event has occurred or is reasonably expected to
occur.

               C.     Except to the extent required under Section 4980B of the
Internal Revenue Code, no Employee Benefit Plan provides health or welfare
benefits (through the purchase of insurance or otherwise) for any retired or
former employee of Company, any of its Subsidiaries or any of their respective
ERISA Affiliates. .

               D.     As of the most recent valuation date for any Pension Plan,
the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans excluding for
purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities), does not exceed $100,000.

               E.     As of the most recent valuation date for each
Multiemployer Plan for which the actuarial report exists, the potential
liability of Company, its Subsidiaries and their respective ERISA Affiliates for
a complete withdrawal from such Multiemployer Plan (within the meaning of
Section 4203 of ERISA), when aggregated with such potential liability for a
complete withdrawal from all Multiemployer Plans, based on information available
pursuant to Section 4221(e) of ERISA, does not exceed $500,000.

               F.     With respect to each Foreign Plan: (i) each Foreign Plan
that is intended to be tax qualified or tax registered is so qualified or
registered, and no action or failure to act on the part of Company and its
Subsidiaries could cause the loss of such qualification or registration; (ii)
each Foreign Plan complies, and has at all times during all relevant limitations
periods, complied both in form and in operation in all material respects with
the requirements of applicable law; (iii) each Foreign Plan is fully funded to
the extent and as required by applicable law, (iv) the Company and its
Subsidiaries have made full payment when due of all required contributions to
any Foreign Plan, (v) with respect to each Foreign Plan, reserves have been
established on the accounting statements of the plan sponsor sufficient to fully
discharge all projected benefit payment obligations due under, and all other
liabilities in respect of, such Foreign Plan; and (vi) no other liability or
obligation, in each case whether absolute or contingent, of the Company or any
Subsidiary of the Company exists with respect to such Foreign Plan that has not
been fully disclosed in a publicly available United States federal securities
filing.

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               5.12   CERTAIN FEES.

               No broker's or finder's fee or commission will be payable with
respect to this Agreement or any of the transactions contemplated hereby, and
Company hereby indemnifies Lenders against, and agrees that it will hold Lenders
harmless from, any claim, demand or liability for any such broker's or finder's
fees alleged to have been incurred in connection herewith or therewith and any
expenses (including reasonable fees, expenses and disbursements of counsel)
arising in connection with any such claim, demand or liability.

               5.13   ENVIRONMENTAL PROTECTION.

               Except as set forth in SCHEDULE 5.13 annexed hereto, as of the
Closing Date:

               (i)    neither Company nor any of its Subsidiaries nor any of
     their respective Facilities or operations are subject to any outstanding
     written order, consent decree or settlement agreement with any Person
     relating to (a) any Environmental Law, (b) any Environmental Claim, or (c)
     any Hazardous Materials Activity;

               (ii)   neither Company nor any of its Subsidiaries has received
     any letter or request for information under Section 104 of the
     Comprehensive Environmental Response, Compensation, and Liability Act (42
     U.S.C. Section 9604) or any comparable state law;

               (iii)  there are and, to Company's knowledge, have been no
     conditions, occurrences, or Hazardous Materials Activities that could
     reasonably be expected to form the basis of an Environmental Claim against
     Company or any of its Subsidiaries; and

               (iv)   Company and its Subsidiaries have been and are in
     compliance with all current or reasonably foreseeable future requirements
     pursuant to or under Environmental Laws.

               5.14   EMPLOYEE MATTERS.

               There is no strike or work stoppage in existence or threatened
involving Company or any of its Subsidiaries that could reasonably be expected
to result in a Material Adverse Effect.

               5.15   SOLVENCY.

               Company and its Subsidiaries on a consolidated basis are and,
upon the incurrence of any Obligations on any date on which this representation
is made, will be, Solvent.

               5.16   MATTERS RELATING TO COLLATERAL.

               A. CREATION, PERFECTION AND PRIORITY OF LIENS. The execution and
delivery of the Collateral Documents by Loan Parties, together with (i) the
actions taken to date pursuant to subsections 4.1K, 4.1L, 6.8 and 6.9 and (ii)
the delivery to Administrative Agent of any

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Pledged Collateral not delivered to Administrative Agent at the time of
execution and delivery of the applicable Collateral Document (all of which
Pledged Collateral has been so delivered) are effective to create in favor of
Administrative Agent, for the benefit of Lenders, as security for the
Obligations, a valid First Priority Lien on all of the Collateral (except as
provided to the contrary in the Security Agreement), and all filings and other
actions necessary or desirable to perfect and maintain the perfection and
priority status of such Liens have been duly made or taken and remain in full
force and effect, other than the filing of any UCC financing statements to be
prepared and filed by Administrative Agent (but not yet filed) and the periodic
filing of UCC continuation statements in respect of UCC financing statements
filed by or on behalf of Administrative Agent.

               B.     GOVERNMENTAL AUTHORIZATIONS. No authorization, approval or
other action by, and no notice to or filing with, any Government Authority is
required for either (i) the pledge or grant by any Loan Party of the Liens
purported to be created in favor of Administrative Agent pursuant to any of the
Collateral Documents or (ii) the exercise by Administrative Agent of any rights
or remedies in respect of any Collateral (whether specifically granted or
created pursuant to any of the Collateral Documents or created or provided for
by applicable law), except for filings or recordings contemplated by subsection
5.16A, except as may be required, in connection with the disposition of any
Pledged Collateral, by laws generally affecting the offering and sale of
securities and except as may be required by laws generally affecting the
exercise of rights and remedies of a secured party and mortgagee or as may be
required by Governmental Authorities with regulatory oversight of Administrative
Agent.

               C.     ABSENCE OF THIRD-PARTY FILINGS. Except for filings
perfecting Liens permitted under subsection 7.2A and filings naming
Administrative Agent as secured party, in accordance with this Agreement and the
other Loan Documents, (i) no effective UCC financing statement, or other
instrument similar in effect covering all or any part of the Collateral is on
file in any filing or recording office and (ii) no effective filing covering all
or any part of the IP Collateral is on file in any IP Filing Office.

               D.     MARGIN REGULATIONS. The pledge of the Pledged Collateral
pursuant to the Collateral Documents does not violate Regulation T, U or X of
the Board of Governors of the Federal Reserve System.

               5.17   DISCLOSURE.

               As of the Closing Date, the representations and warranties of
each Loan Party contained in the Confidential Information Memorandum, in any
Loan Document or in any other document, certificate or written statement
furnished to Lenders by or on behalf of any Loan Party or any of its
Subsidiaries for use in connection with the transactions contemplated by this
Agreement, taken as a whole, do not contain any untrue statement of a material
fact or omit to state a material fact (known to Company, in the case of any
document not furnished by it) necessary in order to make the statements
contained herein or therein not misleading in light of the circumstances in
which the same were made. Any projections and PRO FORMA financial information
contained in such materials are based upon good faith estimates and assumptions
believed by Company to be reasonable at the time made, it being recognized by
Lenders that

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such projections as to future events are not to be viewed as facts and that
actual results during the period or periods covered by any such projections may
differ from the projected results. As of the Closing Date, there are no facts
known (or which should upon the reasonable exercise of diligence be known) to
Company (other than matters of a general economic nature) that, individually or
in the aggregate, could reasonably be expected to result in a Material Adverse
Effect and that have not been disclosed herein or in such other documents,
certificates and statements furnished to Lenders for use in connection with the
transactions contemplated hereby.

               5.18   SUBORDINATED INDEBTEDNESS.

     The Obligations constitute senior indebtedness that is entitled to the
benefits of the subordination provisions, if any, of all Subordinated
Indebtedness of Company and its Subsidiaries.

SECTION 6.     COMPANY'S AFFIRMATIVE COVENANTS

               Company covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all of
the Loans and other Obligations (other than Unasserted Obligations) and the
cancellation, expiration or Cash collateralization of all Letters of Credit,
unless Requisite Lenders shall otherwise give prior written consent, Company
shall perform, and shall cause each of its Subsidiaries to perform, all
covenants in this Section 6.

               6.1    FINANCIAL STATEMENTS AND OTHER REPORTS.

               Company will maintain, and cause each of its Subsidiaries to
maintain, a system of accounting established and administered in accordance with
sound business practices to permit preparation of financial statements in
conformity with GAAP. Company will deliver to Administrative Agent for delivery
to the Lenders:

               (i)    EVENTS OF DEFAULT, ETC.: promptly upon any officer of
     Company obtaining knowledge (a) of any condition or event that constitutes
     an Event of Default or Potential Event of Default, or becoming aware that
     any Lender has given any written notice (other than to Administrative
     Agent) of a claimed Event of Default or Potential Event of Default, (b)
     that any Person has given any notice to Company or any of its Subsidiaries
     or taken any other action with respect to a claimed default or event or
     condition of the type referred to in subsection 8.2, (c) of any condition
     or event that would be required to be disclosed in a current report filed
     by Company with the Securities and Exchange Commission on Form 8-K if
     Company were required to file such reports under the Exchange Act, or (d)
     of the occurrence of any event or change that has caused or evidences,
     either in any case or in the aggregate, a Material Adverse Effect, an
     Officer's Certificate specifying the nature and period of existence of such
     condition, event or change, or specifying the notice given or action taken
     by any such Person and the nature of such claimed Event of Default,
     Potential Event of Default, default, event or condition, and what action
     Company has taken, is taking and proposes to take with respect thereto;

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               (ii)   MONTHLY FINANCIALS: prior to the consummation of an
     initial public offering of any of Company's equity Securities, as soon as
     available and in any event within 45 days after the end of each month, (a)
     the consolidated and consolidating balance sheet of Company and its
     Subsidiaries as at the end of such month and the related consolidated and
     consolidating statements of income, stockholders' equity and cash flows of
     Company and its Subsidiaries for such month and for the period from the
     beginning of the then current Fiscal Year to the end of such month, setting
     forth in each case in comparative form the corresponding figures for the
     corresponding periods of the previous Fiscal Year and the corresponding
     figures from the Financial Plan for the current Fiscal Year, to the extent
     prepared for such month, all in reasonable detail and certified by the
     chief financial officer of Company that they fairly present, in all
     material respects, the financial condition of Company and its Subsidiaries
     as at the dates indicated and the results of their operations and their
     cash flows for the periods indicated, subject to changes resulting from
     audit and normal year-end adjustments, and (b) a narrative report
     describing the operations of Company and its Subsidiaries in the form
     prepared for presentation to senior management for such month and for the
     period from the beginning of the then current Fiscal Year to the end of
     such month;

               (iii)  QUARTERLY FINANCIALS: as soon as available and in any
     event within 45 days after the end of each of the first three Fiscal
     Quarters, (a) the consolidated and consolidating balance sheet of Company
     and its Subsidiaries as at the end of such Fiscal Quarter and the related
     consolidated and consolidating statements of income, stockholders' equity
     and cash flows of Company and its Subsidiaries for such Fiscal Quarter and
     for the period from the beginning of the then current Fiscal Year to the
     end of such Fiscal Quarter, setting forth in each case in comparative form
     the corresponding figures for the corresponding periods of the previous
     Fiscal Year and the corresponding figures from the Financial Plan for the
     current Fiscal Year, to the extent prepared for such Fiscal Quarter, all in
     reasonable detail and certified by the chief financial officer of Company
     that they fairly present, in all material respects, the financial condition
     of Company and its Subsidiaries as at the dates indicated and the results
     of their operations and their cash flows for the periods indicated, subject
     to changes resulting from audit and normal year-end adjustments and the
     lack of footnotes, and (b) a narrative report describing the operations of
     Company and its Subsidiaries in the form prepared for presentation to
     senior management for such Fiscal Quarter and for the period from the
     beginning of the then current Fiscal Year to the end of such Fiscal
     Quarter; PROVIDED, HOWEVER, that, so long as Company is required to file
     reports under Section 13 of the Exchange Act, the requirements of this
     paragraph shall be deemed satisfied by the delivery of the quarterly
     financials of Company on Form 10-Q for the relevant Fiscal Quarter, signed
     by the duly authorized officer or officers of Company;

               (iv)   YEAR-END FINANCIALS: as soon as available and in any event
     within 120 days after the end of each Fiscal Year, (a) the consolidated and
     consolidating balance sheet of Company and its Subsidiaries as at the end
     of such Fiscal Year and the related consolidated and consolidating
     statements of income, stockholders' equity and cash flows of Company and
     its Subsidiaries for such Fiscal Year, setting forth in each case in

                                       86
<Page>

     comparative form the corresponding figures for the previous Fiscal Year and
     the corresponding figures from the Financial Plan for the Fiscal Year
     covered by such financial statements, all in reasonable detail and
     certified by the chief financial officer of Company that they fairly
     present, in all material respects, the financial condition of Company and
     its Subsidiaries as at the dates indicated and the results of their
     operations and their cash flows for the periods indicated, (b) a narrative
     report describing the operations of Company and its Subsidiaries in the
     form prepared for presentation to senior management for such Fiscal Year
     and (c) in the case of such consolidated financial statements, a report
     thereon of Grant Thornton LLP or other independent certified public
     accountants of recognized national standing selected by Company and
     satisfactory to Administrative Agent, which report shall be unqualified,
     shall express no doubts, assumptions or qualifications concerning the
     ability of Company and its Subsidiaries to continue as a going concern, and
     shall state that such consolidated financial statements fairly present, in
     all material respects, the consolidated financial position of Company and
     its Subsidiaries as at the dates indicated and the results of their
     operations and their cash flows for the periods indicated in conformity
     with GAAP applied on a basis consistent with prior years (except as
     otherwise disclosed in such financial statements) and that the examination
     by such accountants in connection with such consolidated financial
     statements has been made in accordance with generally accepted auditing
     standards; PROVIDED, HOWEVER, that, so long as Company is required to file
     reports under Section 13 of the Exchange Act, the requirements of this
     paragraph shall be deemed satisfied by the delivery of, the year-end
     financials of Company on Form 10-K for such Fiscal Year, signed by the duly
     authorized officer or officers of Company;

               (v)    PRICING AND COMPLIANCE CERTIFICATES: together with each
     delivery of financial statements pursuant to subdivisions (ii) and (iii)
     above, (a) an Officer's Certificate of Company stating that the signers
     have reviewed the terms of this Agreement and have made, or caused to be
     made under their supervision, a review in reasonable detail of the
     transactions and condition of Company and its Subsidiaries during the
     accounting period covered by such financial statements and that such review
     has not disclosed the existence at the end of such accounting period, and
     that the signers do not have knowledge of the existence as at the date of
     such Officer's Certificate, of any condition or event that constitutes an
     Event of Default or Potential Event of Default, or, if any such condition
     or event existed or exists, specifying the nature and period of existence
     thereof and what action Company has taken, is taking and proposes to take
     with respect thereto; (b) a Compliance Certificate demonstrating in
     reasonable detail compliance at the end of the applicable accounting
     periods with the restrictions contained in subsection 7.6, in each case to
     the extent compliance with such restrictions is required to be tested at
     the end of the applicable accounting period; in addition, on or before the
     45th day following the end of each Fiscal Quarter, a Pricing Certificate
     demonstrating in reasonable detail the calculation of the Consolidated
     Leverage Ratio as of the end of the four-Fiscal Quarter period then ended;

               (vi)   RECONCILIATION STATEMENTS: if, as a result of any change
     in accounting principles or policies from those used in the preparation of
     the audited financial

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     statements referred to in subsection 5.3, the consolidated financial
     statements of Company and its Subsidiaries delivered pursuant to
     subdivisions (ii), (iii) or (xii) of this subsection 6.1 will differ in any
     material respect from the consolidated financial statements that would have
     been delivered pursuant to such subdivisions had no such change in
     accounting principles or policies been made, then (a) together with the
     first delivery of financial statements pursuant to subdivision (ii), (iii)
     or (xii) of this subsection 6.1 following such change, consolidated
     financial statements of Company and its Subsidiaries for the current Fiscal
     Year to the effective date of such change prepared on a PRO FORMA basis as
     if such change had been in effect during such period, and (b) together with
     each delivery of financial statements pursuant to subdivision (ii), (iv) or
     (xii) of this subsection 6.1 following such change, if required pursuant to
     subsection 1.2, a written statement of the chief accounting officer or
     chief financial officer of Company setting forth the differences (including
     any differences that would affect any calculations relating to the
     financial covenants set forth in subsection 7.6) which would have resulted
     if such financial statements had been prepared without giving effect to
     such change;

               (vii)  ACCOUNTANTS' CERTIFICATION: together with each delivery of
     consolidated financial statements pursuant to subdivision (iii) above, a
     written statement by the independent certified public accountants addressed
     to the Board of Directors of Company giving the report thereon stating
     whether, in connection with their audit examination, any condition or event
     has come to their attention causing them to believe that Company failed to
     comply with any terms, covenants, provisions or conditions in subsections
     7.1 through 7.11 and 7.13, insofar as they relate to accounting matters
     and, if such a condition or event has come to their attention, specifying
     the nature and period of existence thereof; PROVIDED that such accountants
     shall not be liable by reason of any failure to obtain knowledge of any
     such Event of Default or Potential Event of Default that would not be
     disclosed in the course of their audit examination;

               (viii) ACCOUNTANTS' REPORTS: promptly upon receipt thereof
     (unless restricted by applicable professional standards), copies of all
     written reports submitted to Company or any of its Subsidiaries by
     independent certified public accountants in connection with each annual,
     interim or special audit of the financial statements of Company and its
     Subsidiaries made by such accountants, including any comment letter
     submitted by such accountants to management in connection with their annual
     audit;

               (ix)   SEC FILINGS AND PRESS RELEASES: promptly upon their
     becoming available, copies of (a) all financial statements, reports,
     notices and proxy statements sent or made available generally by Company to
     its security holders or by any Subsidiary of Company to its security
     holders other than Company or another Subsidiary of Company, (b) all
     regular and periodic reports and all registration statements (other than on
     Form S-8 or a similar form) and prospectuses, if any, filed by Company or
     any of its Subsidiaries with any securities exchange or with the Securities
     and Exchange Commission or any governmental or private regulatory
     authority, and (c) all press releases and other statements made available
     generally by Company or any of its Subsidiaries to the public concerning
     material developments in the business of Company or any of its
     Subsidiaries;

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               (x)    LITIGATION OR OTHER PROCEEDINGS: (a) promptly upon any
     Officer of Company obtaining knowledge of (1) the institution of any
     Proceeding against or affecting Company or any of its Subsidiaries or any
     property of Company or any of its Subsidiaries not previously disclosed in
     writing by Company to Lenders or (2) any material development in any
     Proceeding that, in any case:

                           (x)  if adversely determined, has a reasonable
                      possibility after giving effect to the coverage and policy
                      limits of insurance policies issued to Company and its
                      Subsidiaries of giving rise to a Material Adverse Effect;
                      or

                           (y)  seeks to enjoin or otherwise prevent the
                      consummation of, or to recover any damages or obtain
                      relief as a result of, the transactions contemplated
                      hereby;

written notice thereof together with such other information as may be reasonably
available to Company to enable Lenders and their counsel to evaluate such
matters; and (b) within forty-five days after the end of each Fiscal Quarter, a
schedule of all Proceedings involving an alleged liability of, or claims against
or affecting, Company or any of its Subsidiaries equal to or greater than
$1,000,000, and promptly after request by Administrative Agent such other
information as may be reasonably requested by Administrative Agent to enable
Administrative Agent and its counsel to evaluate any of such Proceedings;

               (xi)   ERISA EVENTS: promptly upon becoming aware of the
     occurrence or forthcoming occurrence of any ERISA Event, a written notice
     specifying the nature thereof, what action Company, any of its Subsidiaries
     or any of their respective ERISA Affiliates has taken, is taking or
     proposes to take with respect thereto and, when known, any action taken or
     threatened by the Internal Revenue Service, the Department of Labor or the
     PBGC with respect thereto;

               (xii)  ERISA NOTICES: with reasonable promptness, copies of (a)
     all notices received by Company, any of its Subsidiaries or any of their
     respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an
     ERISA Event; and (b) copies of such other documents or governmental reports
     or filings relating to any Employee Benefit Plan as Administrative Agent
     shall reasonably request;

               (xiii) FINANCIAL PLANS: as soon as practicable and in any event
     prior to the beginning of each Fiscal Year, a consolidated and
     consolidating summary plan and financial forecast for such Fiscal Year (the
     "FINANCIAL PLAN" for such Fiscal Year), including (a) a forecasted
     consolidated and consolidating balance sheet and forecasted consolidated
     and consolidating statements of income and cash flows of Company and its
     Subsidiaries for each such Fiscal Year, together with a PRO FORMA
     Compliance Certificate for such Fiscal Year and an explanation of the
     assumptions on which such forecasts are based, (b) forecasted consolidated
     and consolidating statements of income and cash flows of Company and its
     Subsidiaries for each quarter of such Fiscal Year, together with

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     an explanation of the assumptions on which such forecasts are based, and
     (c) the amount of forecasted unallocated overhead for such Fiscal Year;

               (xiv)  INSURANCE: together with the financial statements
     delivered pursuant to clause (iii) above, a certificate in form and
     substance reasonably satisfactory to Administrative Agent (which shall be
     from an insurance broker and consistent with past practices) outlining all
     material insurance coverage maintained as of the date of such certificate
     by Company and its Subsidiaries and all material insurance coverage planned
     to be maintained by Company and its Subsidiaries in the immediately
     succeeding Fiscal Year and confirming the status of Administrative Agent as
     additional insured and/or loss payee under all such insurance to the extent
     required by subsection 6.4;

               (xv)   GOVERNING BODY: with reasonable promptness, written notice
     of any change in the Governing Body of Company;

               (xvi)  NEW SUBSIDIARIES, ETC.: promptly upon (a) any Person
     becoming a Subsidiary of Company, (b) any Subsidiary being dissolved, or
     (c) any change in name, holders of ownership interest or jurisdiction of
     formation of any Subsidiary, a written notice setting forth with respect to
     such Person (1) the date on which such Person became a Subsidiary of
     Company or any Subsidiary dissolved or changed its name or jurisdiction of
     incorporation and (2) all of the data required to be set forth in SCHEDULE
     5.1 annexed hereto with respect to all Subsidiaries of Company (it being
     understood that such written notice shall be deemed to supplement SCHEDULE
     5.1 annexed hereto for all purposes of this Agreement);

               (xvii) MATERIAL CONTRACTS: promptly, and in any event within ten
     Business Days after any Material Contract of Company or any of its
     Subsidiaries is terminated or amended in a manner that is materially
     adverse to Company or such Subsidiary, as the case may be, or any new
     Material Contract is entered into, a written statement describing such
     event with copies of such material amendments or new contracts, and an
     explanation of any actions being taken with respect thereto;

               (xviii) OTHER INFORMATION: with reasonable promptness, such other
     information and data with respect to Company or any of its Subsidiaries as
     from time to time may be reasonably requested by any Lender.

               6.2    EXISTENCE, ETC.

               Except as permitted under subsection 7.7, Company will, and will
cause each of its Subsidiaries to, at all times preserve and keep in full force
and effect (a) its existence in the jurisdiction of organization specified on
SCHEDULE 5.1 (as supplemented from time to time) and (b) all rights and
franchises material to its business; PROVIDED, HOWEVER that neither Company nor
any of its Subsidiaries shall be required to preserve any such right or
franchise if the Governing Body of Company or such Subsidiary shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of Company or such Subsidiary, as the case may be, and

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that the loss thereof is not disadvantageous in any material respect to Company,
such Subsidiary or Lenders.

               6.3    PAYMENT OF TAXES AND CLAIMS; TAX

               A.     Company will, and will cause each of its Subsidiaries to,
pay all taxes, assessments and other governmental charges imposed upon it or any
of its properties or assets or in respect of any of its income, businesses or
franchises before any penalty accrues thereon, and all claims (including claims
for labor, services, materials and supplies) for sums that have become due and
payable and that by law have or may become a Lien upon any of its properties or
assets, prior to the time when any penalty or fine shall be incurred with
respect thereto; PROVIDED that no such tax, assessment, charge or claim need be
paid if (a) it is being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted, so long as (i) such reserve or
other appropriate provision, if any, as shall be required in conformity with
GAAP shall have been made therefor and (ii) in the case of a Tax or claim, which
has or may become a Lien against any of the Collateral, such proceedings
conclusively operate to stay the sale of any portion of the Collateral to
satisfy such charge or claim or (b) the nonpayment thereof was due to an
inadvertent mistake or oversight, it is promptly paid upon discovery of such
nonpayment, and such failure could not reasonably be expected to have a Material
Adverse Effect.

               B.     Company will not, nor will it permit any of its
Subsidiaries to, file or consent to the filing of any consolidated income tax
return with any Person (other than Company or any of its Subsidiaries).

               6.4    MAINTENANCE OF PROPERTIES; INSURANCE; APPLICATION OF NET
                      INSURANCE/ CONDEMNATION PROCEEDS

               A.     MAINTENANCE OF PROPERTIES. Company will, and will cause
each of its Subsidiaries to, maintain or cause to be maintained in good repair,
working order and condition, ordinary wear and tear and casualty excepted, all
material properties used or useful in the business of Company and its
Subsidiaries (including all Intellectual Property, except to the extent that any
or all of the Company and its Subsidiaries determine, in such entity's
reasonable business judgment, that it is no longer necessary or desirable in the
conduct of its business) and from time to time will make or cause to be made all
appropriate repairs, renewals and replacements thereof required for the conduct
of their business.

               B.     INSURANCE. Company will maintain or cause to be
maintained, with financially sound and reputable insurers, such public liability
insurance, third party property damage insurance, business interruption
insurance and casualty insurance with respect to liabilities, losses or damage
in respect of the assets, properties and businesses of Company and its
Subsidiaries as may customarily be carried or maintained under similar
circumstances by corporations of established reputation engaged in similar
businesses, in each case in such amounts (giving effect to self-insurance), with
such deductibles, covering such risks and otherwise on such terms and conditions
as shall be customary for corporations similarly situated in the industry.
Without limiting the generality of the foregoing, Company will maintain or

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cause to be maintained (i) flood insurance with respect to each Flood Hazard
Property that is located in a community that participates in the National Flood
Insurance Program, in each case in compliance with any applicable regulations of
the Board of Governors of the Federal Reserve System, and (ii) replacement value
casualty insurance on the Collateral under such policies of insurance, with such
insurance companies, in such amounts, with such deductibles, and covering such
risks as are at all times satisfactory to Administrative Agent in its
commercially reasonable judgment. Each such policy of insurance shall (a) name
Administrative Agent as an additional insured thereunder as its interests may
appear and (b) in the case of each business interruption and casualty insurance
policy, contain a lender (or, as the case may be, mortgagee) loss payable clause
or endorsement, satisfactory in form and substance to Administrative Agent, that
names Administrative Agent as the lender (or, as the case may be, mortgagee)
loss payee thereunder for any covered loss in excess of $2,000,000 and provides
for at least 30 days prior written notice to Administrative Agent of any
modification or cancellation of such policy. In connection with the renewal of
each such policy of insurance, Company promptly shall deliver to Administrative
Agent a certificate from Company's insurance broker or other evidence
satisfactory to Administrative Agent that Administrative Agent on behalf of
Lenders has been named as additional insured and/or loss payee thereunder.

               C.     APPLICATION OF NET INSURANCE/CONDEMNATION PROCEEDS.

               (i)    BUSINESS INTERRUPTION INSURANCE. Upon receipt by Company
     or any of its Subsidiaries of any business interruption insurance proceeds
     constituting Net Insurance/Condemnation Proceeds, (a) so long as no Event
     of Default or Potential Event of Default shall have occurred and be
     continuing, Company or such Subsidiary may retain and apply such Net
     Insurance/Condemnation Proceeds for working capital purposes, and (b) if an
     Event of Default or Potential Event of Default shall have occurred and be
     continuing, Company shall apply an amount equal to such Net
     Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving
     Loan Commitment Amount shall be reduced) as provided in subsections 2.4B
     and 2.4D;

               (ii)   NET INSURANCE/CONDEMNATION PROCEEDS RECEIVED BY
     ADMINISTRATIVE AGENT OR LOAN PARTIES. Upon receipt by (a) Administrative
     Agent or (b) Company or any of its Subsidiaries of any Net
     Insurance/Condemnation Proceeds (other than any business interruption
     insurance proceeds pursuant to clause (i) above), in the case of clause
     (a), Company hereby authorizes Administrative Agent to apply, and in the
     case of clause (b), Company shall apply, an amount equal to such Net
     Insurance/Condemnation Proceeds, to prepay the Loans and/or to reduce the
     Revolving Loan Commitment Amount as provided in subsection 2.4B; PROVIDED,
     HOWEVER, that if no Event of Default or Potential Event of Default shall
     have occurred and is continuing, the Loans shall not be required to be
     prepaid and the Commitment shall not be reduced by such an amount;
     PROVIDED, FURTHER, that if no Event of Default or Potential Event of
     Default shall have occurred and is continuing, Net Insurance/Condemnation
     Proceeds shall be delivered to Company, if Company delivers to
     Administrative Agent an Officer's Certificate setting forth (A) that
     portion of such Net Insurance/Condemnation Proceeds (the "PROPOSED
     INSURANCE REINVESTMENT PROCEEDS") that Company or such Subsidiary intends
     to use within 180 days of such date of receipt to pay or reimburse the
     costs of repairing, restoring or

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     replacing the assets in respect of which such Net Insurance/Condemnation
     Proceeds were received and (B) the proposed use of the Proposed Insurance
     Reinvestment Proceeds and such other information with respect to such
     proposed use as Administrative Agent may reasonably request (all of the
     foregoing, collectively, "RESTORATION AND REPAIR") in respect of which such
     Proposed Insurance Reinvestment Proceeds were received; PROVIDED, FURTHER,
     that at the end of such 180 day period, (i) Company shall provide to
     Administrative Agent an Officer's Certificate, together with such
     evidentiary documentation as Administrative Agent may request, setting
     forth the amount, if any, by which the Proposed Reinsurance Reinvestment
     Proceeds exceeded the total costs of such Restoration and Repair (such
     excess, the "UNUSED INSURANCE PROCEEDS AMOUNT") and (ii) the Loans shall be
     repaid and/or the Revolving Loan Commitment Amount shall be permanently
     reduced by an amount equal to any Unused Insurance Proceeds Amount in
     accordance with subsection 2.4B(iv).

               6.5    INSPECTION RIGHTS; LENDER MEETING.

               A.     INSPECTION RIGHTS. Company shall, and shall cause each of
     its Subsidiaries to, permit any authorized representatives designated by
     any Lender to visit and inspect any of the properties of Company or any of
     its Subsidiaries, to inspect, copy and take extracts from its and their
     financial and accounting records at Company's expense, and to discuss its
     and their affairs, finances and accounts with its and their officers and
     independent public accountants (provided that Company or any of its
     Subsidiaries may, if it so chooses, be present at or participate in any
     such discussion), all upon reasonable notice and at such reasonable times
     during normal business hours and as often as may reasonably be requested.

               B.     LENDER MEETING. Without in any way limiting the foregoing,
     Company will, upon the request of Administrative Agent or Requisite
     Lenders, participate in a meeting of Administrative Agent and Lenders at
     least once during each Fiscal Year to be held at Company's principal
     offices (or at such other location as may be agreed to by Company and
     Administrative Agent) at such time as may be agreed to by Company and
     Administrative Agent.

               6.6    COMPLIANCE WITH LAWS, ETC.

               Company shall comply, and shall cause each of its Subsidiaries to
comply, with the requirements of all applicable laws, rules, regulations and
orders of any Government Authority (including all Environmental Laws),
noncompliance with which could reasonably be expected to result in, individually
or in the aggregate, a Material Adverse Effect.

               6.7    ENVIRONMENTAL MATTERS.

               A.     ENVIRONMENTAL DISCLOSURE. Company will deliver to
     Administrative Agent and Lenders:

               (i)    ENVIRONMENTAL AUDITS AND REPORTS. As soon as practicable
     following receipt thereof, copies of all environmental audits,
     investigations, analyses and reports of any kind or character, whether
     prepared by personnel of Company or any of its

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     Subsidiaries or by independent consultants, governmental authorities or any
     other Persons, with respect to significant environmental matters at any
     Facility that, individually or in the aggregate, could reasonably be
     expected to result in a Material Adverse Effect or with respect to any
     Environmental Claims that, individually or in the aggregate, could
     reasonably be expected to result in a Material Adverse Effect.

               (ii)   NOTICE OF CERTAIN RELEASES, REMEDIAL ACTIONS, ETC.
     Promptly upon the occurrence thereof, written notice describing in
     reasonable detail (a) any Release required to be reported to any Government
     Authority under any applicable Environmental Laws, and (b) any remedial
     action taken by Company or any other Person in response to (1) any
     Hazardous Materials Activities the existence of which could reasonably be
     expected to result in one or more Environmental Claims having, individually
     or in the aggregate, a Material Adverse Effect, or (2) any Environmental
     Claims that, individually or in the aggregate, could reasonably be expected
     to result in a Material Adverse Effect.

               (iii)  WRITTEN COMMUNICATIONS REGARDING ENVIRONMENTAL CLAIMS,
     RELEASES, ETC. As soon as practicable following the sending or receipt
     thereof by Company or any of its Subsidiaries, a copy of any and all
     written communications with respect to (a) any Environmental Claims that,
     individually or in the aggregate, could reasonably be expected to result in
     a Material Adverse Effect, (b) any Release required to be reported to any
     Government Authority, and (c) any request for information from any
     governmental agency that suggests such agency is investigating whether
     Company or any of its Subsidiaries may be potentially responsible for any
     Hazardous Materials Activity.

               (iv)   NOTICE OF CERTAIN PROPOSED ACTIONS HAVING ENVIRONMENTAL
     IMPACT. Prompt written notice describing in reasonable detail (a) any
     proposed acquisition of stock, assets, or property by Company or any of its
     Subsidiaries that could reasonably be expected to (1) expose Company or any
     of its Subsidiaries to, or result in, Environmental Claims that could
     reasonably be expected to result in, individually or in the aggregate, a
     Material Adverse Effect or (2) affect the ability of Company or any of its
     Subsidiaries to maintain in full force and effect all material Governmental
     Authorizations required under any Environmental Laws for their respective
     operations and (b) any proposed action to be taken by Company or any of its
     Subsidiaries to commence manufacturing or other industrial operations or to
     modify current operations in a manner that could reasonably be expected to
     subject Company or any of its Subsidiaries to any material additional
     obligations or requirements under any Environmental Laws that could
     reasonably be expected to result in, individually or in the aggregate, a
     Material Adverse Effect.

               B.     COMPANY'S ACTIONS REGARDING HAZARDOUS MATERIALS
ACTIVITIES, ENVIRONMENTAL CLAIMS AND VIOLATIONS OF ENVIRONMENTAL LAWS.

               (i)    REMEDIAL ACTIONS RELATING TO HAZARDOUS MATERIALS
     ACTIVITIES. Company shall, to the extent required under all applicable
     Environmental Laws, promptly undertake, and shall cause each of its
     Subsidiaries promptly to undertake, any and all investigations, studies,
     sampling, testing, abatement, cleanup, removal, remediation or other
     response actions necessary to remove, remediate, clean up or abate any
     Hazardous

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     Materials Activity on, under or about any Facility that is in violation of
     any Environmental Laws or that presents a material risk of giving rise to
     an Environmental Claim against any Loan Party.

               (ii)   ACTIONS WITH RESPECT TO ENVIRONMENTAL CLAIMS AND
     VIOLATIONS OF ENVIRONMENTAL LAWS. Company shall promptly take, and shall
     cause each of its Subsidiaries promptly to take, any and all actions
     necessary to (i) cure any material violation of applicable Environmental
     Laws by Company or its Subsidiaries that could reasonably be expected to
     result in, individually or in the aggregate, a Material Adverse Effect and
     (ii) make an appropriate response to any Environmental Claim against
     Company or any of its Subsidiaries and discharge any obligations it may
     have to any Person thereunder where failure to do so could reasonably be
     expected to result in, individually or in the aggregate, a Material Adverse
     Effect.

               6.8    EXECUTION OF SUBSIDIARY GUARANTY AND PERSONAL PROPERTY
                      COLLATERAL DOCUMENTS AFTER THE CLOSING DATE.

               A.     EXECUTION OF SUBSIDIARY GUARANTY AND PERSONAL PROPERTY
COLLATERAL DOCUMENTS. In the event that any Person becomes a Domestic Subsidiary
of Company after the date hereof, Company will promptly notify Administrative
Agent of that fact and cause such Domestic Subsidiary to execute and deliver to
Administrative Agent a counterpart of the Subsidiary Guaranty and Security
Agreement and to take all such further actions and execute all such further
documents and instruments (including actions, documents and instruments
comparable to those described in subsection 4.1K) as may be necessary or, in the
opinion of Administrative Agent, desirable to create in favor of Administrative
Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on
all of the personal and mixed property assets of such Domestic Subsidiary. In
addition, as provided in the Security Agreement, Company shall, or shall cause
the Subsidiary that owns the Capital Stock of such Person, to execute and
deliver to Administrative Agent a supplement to the Security Agreement and to
deliver to Administrative Agent all certificates representing such Capital Stock
of such Person (accompanied by irrevocable undated stock powers, duly endorsed
in blank). Notwithstanding anything to the contrary in the foregoing, the
requirements of this Section 6.8A (other than notification) will not apply to a
Foreign Subsidiary.

               B.     FOREIGN SUBSIDIARIES. In the event that any Person becomes
a first tier Foreign Subsidiary of Company after the date hereof, Company will
promptly notify Administrative Agent of that fact and, if such Foreign
Subsidiary is directly owned by Company or a Subsidiary Guarantor, cause such
Subsidiary to execute and deliver to Administrative Agent such documents and
instruments and take such further actions (including actions, documents and
instruments comparable to those described in subsection 4.1K) as may be
necessary, or in the reasonable opinion of Administrative Agent, desirable to
create in favor of Administrative Agent, for the benefit of the Lenders, a valid
and perfected First Priority Lien on 66% of the Capital Stock of such first tier
Foreign Subsidiary.

               C.     SUBSIDIARY ORGANIZATIONAL DOCUMENTS, LEGAL OPINIONS, ETC.
Company shall deliver to Administrative Agent, together with such Loan
Documents, (i) certified copies of

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such Subsidiary's Organizational Documents, together with, if such Subsidiary is
a Domestic Subsidiary, a good standing certificate from the Secretary of State
of the jurisdiction of its organization and each other state in which such
Person is qualified to do business, each to be dated a recent date prior to
their delivery to Administrative Agent, (ii) a certificate executed by the
secretary or similar officer of such Subsidiary as to (a) the fact that the
attached resolutions of the Governing Body of such Subsidiary approving and
authorizing the execution, delivery and performance of such Loan Documents are
in full force and effect and have not been modified or amended and (b) the
incumbency and signatures of the officers of such Subsidiary executing such Loan
Documents, and (iii) a favorable opinion of counsel to such Subsidiary, in form
and substance satisfactory to Administrative Agent and its counsel but subject
to customary qualifications and exceptions, as to (a) the due organization and
good standing of such Subsidiary, (b) the due authorization, execution and
delivery by such Subsidiary of such Loan Documents, (c) the enforceability of
such Loan Documents against such Subsidiary and (d) such other matters
(including matters relating to the creation and perfection of Liens in any
Collateral pursuant to such Loan Documents) as Administrative Agent may
reasonably request, all of the foregoing to be satisfactory in form and
substance to Administrative Agent and its counsel.

               6.9    MATTERS RELATING TO ADDITIONAL REAL PROPERTY COLLATERAL.

               A.     ADDITIONAL MORTGAGES, ETC. From and after the Closing
Date, in the event that (i) Company or any Subsidiary Guarantor acquires any fee
interest in real property or (ii) at the time any Person becomes a Subsidiary
Guarantor, such Person owns or holds any fee interest in real property, in the
case of clause (ii), excluding any such Real Property Asset the encumbrancing of
which requires the consent of any applicable lessor or any then-existing senior
lienholder, where Company and its Subsidiaries have attempted in good faith, but
are unable, to obtain such or senior lienholder's consent (any such non-excluded
Real Property Asset described in the foregoing clause (i) or (ii) being an
"ADDITIONAL MORTGAGED PROPERTY"), Company or such Subsidiary Guarantor shall
deliver to Administrative Agent, as soon as practicable after such Person
acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor,
as the case may be, a fully executed and notarized Mortgage (an "ADDITIONAL
MORTGAGE"), in proper form for recording in all appropriate places in all
applicable jurisdictions, encumbering the interest of such Loan Party in such
Additional Mortgaged Property; and such opinions, appraisal, documents, title
insurance, environmental reports that would have been delivered on the Closing
Date if such Additional Mortgaged Property were a Closing Date Mortgaged
Property or that may be reasonably required by Administrative Agent.

               B.     REAL ESTATE APPRAISALS. Company shall, and shall cause
each of its Subsidiaries to, permit an independent real estate appraiser
satisfactory to Administrative Agent, upon reasonable notice, to visit and
inspect any Additional Mortgaged Property for the purpose of preparing an
appraisal of such Additional Mortgaged Property satisfying the requirements of
any applicable laws and regulations (in each case to the extent required under
such laws and regulations as determined by Administrative Agent in its
discretion).

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               6.10   DEPOSIT ACCOUNTS, SECURITIES ACCOUNTS AND CASH MANAGEMENT
                      SYSTEMS.

               From and after February 28, 2006, Company shall not permit any
Deposit Account or Securities Account at any time to have a principal balance in
excess of $500,000 unless Company or such Subsidiary, as the case may be, has
(i) executed and delivered to Administrative Agent a Control Agreement, and (ii)
taken all other steps necessary or, in the opinion of Administrative Agent,
desirable to ensure that Administrative Agent has a perfected security interest
in such account, including without limitation, an opinion of counsel reasonably
requested by Administrative Agent; PROVIDED that, if Company or such Subsidiary
is unable to obtain a Control Agreement from the financial institution at which
the Deposit Account or Securities Account is maintained, Company shall, or shall
cause such Subsidiary to transfer all amounts in the applicable Deposit Account
to a Deposit Account maintained at a financial institution from which Company or
such Subsidiary has obtained a Control Agreement. Company shall not permit the
aggregate principal balance of all Deposit Accounts and Securities Accounts of
Company and of its Subsidiaries (other than Deposit Accounts covered by a
Control Agreement) at any time to exceed $3,000,000.

               6.11   FURTHER ASSURANCES.

               Company agrees that from time to time, at Administrative Agent's
reasonable request, Company shall, and shall cause its Subsidiaries to, at their
expense, promptly execute and deliver, or cause to be executed and delivered,
all further agreements, documents and instruments, and do or cause to be done
all further acts as may be necessary or desirable, in order to effectuate the
Liens and security interests purported to be granted pursuant to this Agreement
and the other Loan Documents.

SECTION 7.     COMPANY'S NEGATIVE COVENANTS

               Company covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all of
the Loans and other Obligations (other than Unasserted Obligations) and the
cancellation, expiration or Cash collateralization of all Letters of Credit,
unless Requisite Lenders shall otherwise give prior written consent, Company
shall perform, and shall cause each of its Subsidiaries to perform, all
covenants in this Section 7.

               7.1    INDEBTEDNESS.

               Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create, incur, assume or guaranty, or otherwise
become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

               (i)    Company and its Subsidiaries may become and remain liable
     with respect to the Obligations;

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<Page>

               (ii)   Company and its Domestic Subsidiaries may become and
     remain liable with respect to Contingent Obligations permitted by
     subsection 7.4 and, upon any matured obligations actually arising pursuant
     thereto, the Indebtedness corresponding to the Contingent Obligations so
     extinguished;

               (iii)  Company and its Domestic Subsidiaries may become and
     remain liable with respect to Indebtedness in respect of Capital Leases and
     purchase money obligations within the limitations of subsection 7.2A(ii)
     aggregating not in excess of $2,000,000 at any one time;

               (iv)   Company may become and remain liable with respect to
     Indebtedness to any Subsidiary, and any Subsidiary Guarantor may become and
     remain liable with respect to Indebtedness to Company or any other
     Subsidiary Guarantor; PROVIDED that (a) if such intercompany Indebtedness
     is evidenced by a promissory note or other instrument, such promissory note
     or other instrument shall have been pledged to Administrative Agent
     pursuant to the Security Agreement and (b) if Company or any Subsidiary
     Guarantor becomes liable with respect to Indebtedness to any Subsidiary
     which is not a Subsidiary Guarantor, such Indebtedness shall be
     subordinated in right of payment to the Obligations in a manner and to an
     extent reasonably satisfactory to Administrative Agent;

               (v)    Company and its Subsidiaries, as applicable, may remain
     liable with respect to Indebtedness described in SCHEDULE 7.1 annexed
     hereto and any extensions, renewals or refinancings thereof which do not
     increase the principal amount thereof;

               (vi)   Company or a Subsidiary of Company may become and remain
     liable with respect to Indebtedness of any Person assumed in connection
     with a Permitted Acquisition and a Person that becomes a direct or indirect
     wholly-owned Subsidiary of Company as a result of a Permitted Acquisition
     may remain liable with respect to Indebtedness existing on the date of such
     acquisition; PROVIDED that such Indebtedness is not created in anticipation
     of such acquisition;

               (vii)  Foreign Subsidiaries of Company may become and remain
     liable with respect to other Indebtedness in an aggregate principal amount
     not to exceed $5,000,000 at any time outstanding; and

               (viii) Company and its Domestic Subsidiaries may become and
     remain liable with respect to other Indebtedness in an aggregate principal
     amount not to exceed $5,000,000 at any time outstanding.

               7.2    LIENS AND RELATED MATTERS.

               A.     PROHIBITION ON LIENS. Company shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, create, incur, assume
or permit to exist any Lien on or with respect to any property or asset of any
kind (including any document or instrument in respect of goods or accounts
receivable) of Company or any of its Subsidiaries, whether now owned or

                                       98
<Page>

hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the UCC or under any similar recording or notice statute, except:

               (i)    Permitted Encumbrances;

               (ii)   Liens on any asset existing at the time of acquisition of
     such asset by Company or a Subsidiary, or Liens to secure the payment of
     all or any part of the purchase price of an asset upon the acquisition of
     such asset by Company or a Subsidiary or to secure any Indebtedness
     permitted pursuant to subsection 7.1(iii) incurred by Company or a
     Subsidiary at the time of or within ninety days after the acquisition of
     such asset, which Indebtedness is incurred for the purpose of financing all
     or any part of the purchase price thereof; PROVIDED, HOWEVER, that the Lien
     shall apply only to the asset so acquired and proceeds thereof;

               (iii)  Liens assumed in connection with a Permitted Acquisition
     and Liens on assets of a Person that becomes a direct or indirect
     Subsidiary of Company after the date of this Agreement in a Permitted
     Acquisition, PROVIDED, however, that such Liens exist at the time such
     person becomes a Subsidiary and are not created in anticipation of such
     acquisition and in any event, do not in the aggregate secure Indebtedness
     in excess of $10,000,000 at any time;

               (iv)   Liens described in SCHEDULE 7.2 annexed hereto;

               (v)    Liens in respect of Capital Leases permitted pursuant to
     subsection 7.1(iii);

               (vi)   Liens securing the Obligations; and

               (vii)  Other Liens securing Indebtedness in an aggregate amount
     not to exceed $5,000,000 at any time outstanding.

     Notwithstanding the foregoing, Company and its Subsidiaries shall not enter
into, or suffer to exist, any control agreements (as such term is defined in the
UCC), other than Control Agreements entered into pursuant to subsection 6.10 or
the Security Agreement.

               B.     EQUITABLE LIEN IN FAVOR OF LENDERS. If Company or any of
its Subsidiaries shall create or assume any Lien upon any of its properties or
assets, whether now owned or hereafter acquired, other than Liens excepted by
the provisions of subsection 7.2A, it shall make or cause to be made effective
provision whereby the Obligations will be secured by such Lien equally and
ratably with any and all other Indebtedness secured thereby as long as any such
Indebtedness shall be so secured; PROVIDED that, notwithstanding the foregoing,
this covenant shall not be construed as a consent by Requisite Lenders to the
creation or assumption of any such Lien not permitted by the provisions of
subsection 7.2A.

                                       99
<Page>

               C.     NO FURTHER NEGATIVE PLEDGES. Neither Company nor any of
its Subsidiaries shall enter into any agreement prohibiting the creation or
assumption of any Lien upon any of its properties or assets, whether now owned
or hereafter acquired, other than (i) an agreement prohibiting only the creation
of Liens securing Subordinated Indebtedness, (ii) any agreement evidencing
Indebtedness secured by Liens permitted by subsections 7.2A(ii) or (v), as to
the assets securing such Indebtedness, (iii) any agreement evidencing an asset
sale, as to the assets being sold and (iv) customary restrictions on assignment
contained in leases and other contracts.

               D.     NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO COMPANY OR
OTHER SUBSIDIARIES. Except as provided in the Loan Documents, Company will not,
and will not permit any of its Subsidiaries to, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or restriction of
any kind on the ability of any such Subsidiary to (i) pay dividends or make any
other distributions on any of such Subsidiary's Capital Stock owned by Company
or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed
by such Subsidiary to Company or any other Subsidiary of Company, (iii) make
loans or advances to Company or any other Subsidiary of Company, or (iv)
transfer any of its property or assets to Company or any other Subsidiary of
Company, except (a) as provided in this Agreement, (b), as to transfers of
assets, as may be provided in an agreement with respect to a sale of such assets
and (c) customary restrictions on assignment in leases and other contracts.

               7.3    INVESTMENTS; ACQUISITIONS.

               Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, make or own any Investment in any Person, including
any Joint Venture, or acquire, by purchase or otherwise, all or substantially
all the business, property or fixed assets of, or Capital Stock or other
ownership interest of any Person, or any division or line of business of any
Person except:

               (i)    Company and its Subsidiaries may make and own Investments
     in Cash and Cash Equivalents;

               (ii)   Company and Subsidiary Guarantors may make and own equity
     Investments in the Subsidiary Guarantors;

               (iii)  Company and its Subsidiaries may make intercompany loans
     to the extent permitted under subsection 7.1(iv);

               (iv)   Company and its Subsidiaries may make Consolidated Capital
     Expenditures permitted by subsection 7.8;

               (v)    Company and its Subsidiaries may continue to own the
     Investments owned by them on the Closing Date (a) in their respective
     Subsidiaries existing on the Closing Date and (b) described in SCHEDULE 7.3
     annexed hereto;

                                       100
<Page>

               (vi)   Company and its Subsidiaries may make Investments in their
     respective Foreign Subsidiaries; PROVIDED that the amount of all such
     Investments does not exceed $10,000,000 in the aggregate for all such
     Investments since the Closing Date;

               (vii)  Company and its Subsidiaries may acquire Securities in
     connection with the satisfaction or enforcement of Indebtedness or claims
     due or owing to Company or any of its Subsidiaries or as security for any
     such Indebtedness or claim;

               (viii) Company and its Subsidiaries may receive Investments in
     connection with permitted Asset Sales pursuant to subsection 7.7(iii) and
     other permitted sales of assets under subsection 7.7(v); provided that all
     such Investments are pledged to Administrative Agent for the benefit of
     Lenders pursuant to the Security Agreement;

               (ix)   Company and its Subsidiaries may acquire assets (including
     Capital Stock and including Capital Stock of Subsidiaries formed in
     connection with any such acquisition) (in each case, a "PERMITTED
     ACQUISITION") and continue to own such assets after the acquisition
     thereof; provided that (i) the aggregate cash consideration paid by Company
     and its Subsidiaries for any one Permitted Acquisition, including cash paid
     upon consummation of such acquisition and the amount of additional cash
     reasonably expected to be paid thereafter shall not exceed $25,000,000,
     (ii) after giving effect to such acquisition, Company and its Subsidiaries
     (1) shall not be engaged in any business not permitted by subsection 7.11,
     (2) no Potential Event of Default or Event of Default shall have occurred
     and be continuing at the time of such Permitted Acquisition or would result
     from such acquisition, (3) the Revolving Loan Commitments Amount less the
     Total Utilization of Revolving Loan Commitments shall be in excess of
     $10,000,000, and (4) Company shall have delivered to Administrative Agent
     and the Lenders an Officer's Certificate to the effect set forth in the
     foregoing clauses (1) through (3); and (iii) on or before the Permitted
     Acquisition closing date, Lenders shall have received from Company such
     other documents and information (including financial information) in
     respect of such Permitted Acquisition as any Lender may (through
     Administrative Agent) reasonably request.

               (x)    Foreign Subsidiaries may make and own Investments in any
     of the Subsidiaries of Company; and

               (xi)   Company and the Subsidiary Guarantors may make and own
     other Investments in addition to the Investments otherwise permitted in
     this subsection 7.3; provided that the aggregate amount of such Investments
     does not exceed $5,000,000.

               7.4    CONTINGENT OBLIGATIONS.

               Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create or become or remain liable with respect to
any Contingent Obligation, except:

               (i)    Subsidiaries of Company may become and remain liable with
     respect to Contingent Obligations in respect of the Subsidiary Guaranty;

                                       101
<Page>

               (ii)   Company and its Subsidiaries may become and remain liable
     with respect to Contingent Obligations in respect of Letters of Credit;

               (iii)  Company may become and remain liable with respect to
     Contingent Obligations under Hedge Agreements;

               (iv)   Company and its Subsidiaries may become and remain liable
     with respect to Contingent Obligations in respect of customary
     indemnification, purchase price adjustment and earnout obligations incurred
     in connection with Permitted Acquisitions, Asset Sales or other sales of
     assets, in each case, permitted hereunder;

               (v)    Company and its Subsidiaries may become and remain liable
     with respect to Contingent Obligations in respect of any Indebtedness of
     Company or any of its Subsidiaries permitted by subsection 7.1;

               (vi)   Company and its Subsidiaries, as applicable, may remain
     liable with respect to Contingent Obligations described in SCHEDULE 7.4
     annexed hereto; and

               (vii)  Company and its Subsidiaries may become and remain liable
     with respect to other Contingent Obligations; PROVIDED that the maximum
     aggregate liability, contingent or otherwise, of Company and its
     Subsidiaries in respect of all such Contingent Obligations shall at no time
     exceed $5,000,000.

               7.5    RESTRICTED JUNIOR PAYMENTS.

               Company shall not and shall not permit any of its Subsidiaries
to, directly or indirectly, declare, order, pay, make or set apart any sum for
any Restricted Junior Payment; PROVIDED that Company may (i) on or promptly
following the Closing Date make a dividend to its preferred stockholders in the
amount of the Recapitalization Payment and make the other payments included in
the Recapitalization and (ii) in connection with the consummation of an initial
public offering of any Company's equity Securities, may redeem shares of Capital
Stock of the Company in accordance with the terms of the Organizational
Documents and not exceeding $53,000,000.

               7.6    FINANCIAL COVENANTS.

               A.     MINIMUM CASH INTEREST COVERAGE RATIO. Company shall not
permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest
Expense for any four-Fiscal Quarter period ending during any of the periods set
forth below to be less than the correlative ratio indicated:

<Table>
<Caption>
PERIOD ENDING                                MINIMUM CASH INTEREST RATIO
--------------                               ---------------------------
<S>                                                  <C>
First Fiscal Quarter 2006                            3.00:1.00
Second Fiscal Quarter 2006                           3.00:1.00
Third Fiscal Quarter 2006                            3.00:1.00

</Table>

                                       102
<Page>

<Table>
<S>                                                  <C>
Fourth Fiscal Quarter 2006                           3.00:1.00
First Fiscal Quarter 2007                            3.50:1.00
Second Fiscal Quarter 2007                           3.50:1.00
Third Fiscal Quarter 2007                            3.50:1.00
Fourth Fiscal Quarter 2007                           3.50:1.00
First Fiscal Quarter 2008                            4:00:1.00
Second Fiscal Quarter 2008                           4:00:1.00
Third Fiscal Quarter 2008                            4:00:1.00
Fourth Fiscal Quarter 2008                           4:00:1.00
First Fiscal Quarter 2009                            4:50:1.00
Second Fiscal Quarter 2009                           4:50:1.00
Third Fiscal Quarter 2009                            4:50:1.00
Fourth Fiscal Quarter 2009                           4:50:1.00
First Fiscal Quarter 2010                            4:50:1.00
Second Fiscal Quarter 2010 and each Fiscal           5:00:1.00
Quarter thereafter
</Table>

               B.     MINIMUM FIXED CHARGE COVERAGE RATIO. Company shall not
permit the ratio of (i) the sum of (a) Consolidated EBITDA MINUS (b) cash
non-financed Consolidated Capital Expenditures to (ii) Consolidated Fixed
Charges, for any four-Fiscal Quarter period ending during any of the periods set
forth below to be less than the correlative ratio indicated:

<Table>
<Caption>
PERIOD ENDING                                MINIMUM FIXED CHARGE COVERAGE RATIO
-------------                                -----------------------------------
<S>                                                       <C>
First Fiscal Quarter 2006                                 1.10:1.00
Second Fiscal Quarter 2006                                1.10:1.00
Third Fiscal Quarter 2006                                 1.10:1.00
Fourth Fiscal Quarter 2006                                1.10:1.00
First Fiscal Quarter 2007                                 1.10:1.00
Second Fiscal Quarter 2007                                1.10:1.00
Third Fiscal Quarter 2007 and each Fiscal                 1.20:1.00
Quarter thereafter
</Table>

               C.     MAXIMUM LEVERAGE RATIO. Company shall not permit the
Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal
Quarter ending during any of the periods set forth below to exceed the
correlative ratio indicated:

<Table>
<Caption>
PERIOD ENDING                                      MAXIMUM LEVERAGE RATIO
-------------                                      ----------------------
<S>                                                       <C>
First Fiscal Quarter 2006                                 4.00:1.00
Second Fiscal Quarter 2006                                4.00:1.00
Third Fiscal Quarter 2006                                 3.75:1.00
Fourth Fiscal Quarter 2006                                3.75:1.00
First Fiscal Quarter 2007                                 3.50:1.00
Second Fiscal Quarter 2007                                3.50:1.00
</Table>

                                       103
<Page>

<Table>
<S>                                                       <C>
Third Fiscal Quarter 2007                                 3.00:1.00
Fourth Fiscal Quarter 2007                                3.00:1.00
First Fiscal Quarter 2008                                 2.50:1.00
Second Fiscal Quarter 2008                                2.50:1.00
Third Fiscal Quarter 2008                                 2.50:1.00
Fourth Fiscal Quarter 2008 and each Fiscal                2.00:1.00
Quarter thereafter
</Table>

               7.7    RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES.

               Company shall not, and shall not permit any of its Subsidiaries
to, alter the corporate, capital or legal structure of Company or any of its
Subsidiaries, or enter into any transaction of merger or consolidation, or
liquidate, wind-up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor),
transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, property or assets (including its
notes or receivables and Capital Stock of a Subsidiary, whether newly issued or
outstanding), whether now owned or hereafter acquired, except:

               (i)    any Subsidiary of Company may be merged with or into
     Company or any wholly-owned Subsidiary Guarantor, or be reincorporated in
     another jurisdiction, liquidated, wound up or dissolved, or all or any part
     of its business, property or assets may be conveyed, sold, leased,
     transferred or otherwise disposed of, in one transaction or a series of
     transactions, to Company or any wholly-owned Subsidiary Guarantor; PROVIDED
     that, in the case of such a merger, Company or such wholly-owned Subsidiary
     Guarantor shall be the continuing or surviving Person;

               (ii)   any Foreign Subsidiary that is not a Subsidiary Guarantor
     may be merged with or into any Subsidiary or be reincorporated in another
     jurisdiction, liquidated, wound up or dissolved;

               (iii)  Company and its Subsidiaries may sell or otherwise dispose
     of assets in transactions that do not constitute or are excluded from the
     definition of Asset Sales; PROVIDED that the consideration received for
     such assets shall be in an amount at least equal to the fair market value
     thereof;

               (iv)   Company and its Subsidiaries may dispose of obsolete, worn
     out or surplus property in the ordinary course of business, including the
     abandonment of any trademarks, trade names or other intellectual property
     no longer useful in the business of the Loan Parties;

               (v)    Company and its Subsidiaries may make Asset Sales of
     assets having an aggregate, cumulative fair market value not in excess of
     $5,000,000 per Fiscal Year; PROVIDED that (a) the consideration received
     for such assets shall be in an amount at least equal to the fair market
     value thereof; (b) no Potential Event of Default or Event of Default shall
     have occurred or be continuing after giving effect thereto; and (c) the

                                       104
<Page>

     proceeds of such Asset Sales shall be applied as required by subsection
     2.4B(iii)(a) or subsection 2.4D;

               (vi)   in order to resolve disputes that occur in the ordinary
     course of business, Company and its Subsidiaries may discount or otherwise
     compromise for less than the face value thereof, notes or accounts
     receivable;

               (vii)  Company or a Subsidiary may sell or dispose of shares of
     Capital Stock of any of its Subsidiaries in order to qualify members of the
     Governing Body of the Subsidiary if required by applicable law;

               (viii) any Person may be merged with or into Company or any
     Subsidiary if the acquisition of the Capital Stock of such Person by
     Company or such Subsidiary would have been permitted pursuant to subsection
     7.3; PROVIDED that (a) in the case of Company, Company shall be the
     continuing or surviving Person, (b) if a Subsidiary is not the surviving or
     continuing Person, the surviving Person becomes a Subsidiary and complies
     with the provisions of subsection 6.8 and (c) no Potential Event of Default
     or Event of Default shall have occurred or be continuing after giving
     effect thereto; and

               (ix)   a Subsidiary of Company may grant a license to use certain
     intellectual property of such Subsidiary in connection with the termination
     of the special servicing services currently exclusively provided by a
     Subsidiary of the Company to an institutional client, pursuant to an
     agreement between the Subsidiary of the Company and such institution dated
     August 2005.

               7.8    CONSOLIDATED CAPITAL EXPENDITURES.

               Company shall not, and shall not permit its Subsidiaries to, make
or incur Consolidated Capital Expenditures in any Fiscal Year in an aggregate
amount in excess of $20,000,000 (the "MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES
AMOUNT"); PROVIDED that (i) after any Permitted Acquisition, the Maximum
Consolidated Capital Expenditure Amount otherwise permitted in any Fiscal Year
shall be increased by an amount equal to 0.07 times an amount equal to one-third
of the aggregate revenue of the business acquired in such Permitted Acquisition
for the 36-month period most recently ended immediately prior to the closing of
the Permitted Acquisition; such calculation being made on a Pro Forma Basis,
giving effect to any acquisitions or dispositions affecting such business during
such period in a manner reasonably acceptable to Administrative Agent, such
calculations to be set forth on the Compliance Certificate delivered with
respect to the first Fiscal Quarter ending after the consummation of such
Permitted Acquisition, and (ii) any Consolidated Capital Expenditures
constituting a Permitted Acquisition shall not be included in the foregoing
limitations.

               7.9    TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES.

               Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, enter into or permit to exist any transaction
(including the purchase, sale, lease or

                                       105
<Page>

exchange of any property or the rendering of any service) with any holder of 5%
or more of any class of equity Securities of Company or with any Affiliate of
Company or of any such holder, on terms that are less favorable to Company or
that Subsidiary, as the case may be, than those that might be obtained at the
time from Persons who are not such a holder or Affiliate; PROVIDED that the
foregoing restriction shall not apply to (i) any transaction between Company and
any of its wholly-owned Subsidiaries or between any of its wholly-owned
Subsidiaries, (ii) reasonable and customary fees and expenses paid to
independent members of the Governing Bodies of Company and its Subsidiaries,
(iii) the transactions and payments included in the Recapitalization, or (iv)
transactions set forth on SCHEDULE 7.9 hereto; PROVIDED, HOWEVER, that nothing
in this Agreement or any Loan Document shall prohibit distributions by a
lower-tier entity to its direct or indirect parent to permit such parent to pay
its tax liabilities with respect to such lower-tier entity.

               7.10   SALES AND LEASE-BACKS.

               Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, become or remain liable as lessee or as a guarantor
or other surety with respect to any lease, whether an Operating Lease or a
Capital Lease, of any property (whether real, personal or mixed), whether now
owned or hereafter acquired, (i) that Company or any of its Subsidiaries has
sold or transferred or is to sell or transfer to any other Person (other than
Company or any of its Subsidiaries) or (ii) that Company or any of its
Subsidiaries intends to use for substantially the same purpose as any other
property that has been or is to be sold or transferred by Company or any of its
Subsidiaries to any Person (other than Company or any of its Subsidiaries) in
connection with such lease; PROVIDED that Company and its Subsidiaries may
become and remain liable as lessee, guarantor or other surety with respect to
any such lease if and to the extent that Company or any of its Subsidiaries
would be permitted to enter into, and remain liable under, such lease to the
extent that the transaction would be permitted under subsection 7.1, assuming
the sale and lease back transaction constituted Indebtedness in a principal
amount equal to the gross proceeds of the sale.

               7.11   CONDUCT OF BUSINESS.

               From and after the Closing Date, Company shall not, and shall not
permit any of its Subsidiaries to, engage as its primary business in any
businesses other than (i) the business engaged in by Company and its
Subsidiaries on the Closing Date and similar or related businesses and (ii) such
other lines of business as may be consented to by Requisite Lenders.

               7.12   AMENDMENTS OF DOCUMENTS RELATING TO SUBORDINATED
                      INDEBTEDNESS.

               Company shall not, and shall not permit any of its Subsidiaries
to, amend or otherwise change the terms of any Subordinated Indebtedness, or
make any payment consistent with an amendment thereof or change thereto, if the
effect of such amendment or change is to increase the interest rate on such
Subordinated Indebtedness, change (to earlier dates) any dates upon which
payments of principal or interest are due thereon, change any event of default
or condition to an event of default with respect thereto (other than to
eliminate any such event of default or increase any grace period related
thereto), change the redemption, prepayment or

                                       106
<Page>

defeasance provisions thereof, change the subordination provisions thereof (or
of any guaranty thereof), or change any collateral therefor (other than to
release such collateral), or if the effect of such amendment or change, together
with all other amendments or changes made, is to increase materially the
obligations of the obligor thereunder or to confer any additional rights on the
holders of such Subordinated Indebtedness (or a trustee or other representative
on their behalf) which would be adverse to Company or Lenders.

               7.13   FISCAL YEAR.

               Company shall not and shall not permit any of its Subsidiaries
to, change their respective Fiscal Year-end or their respective Fiscal
Quarter-ends from that in effect on the Closing Date, without the consent of the
Administrative Agent.

               7.14   OFAC.

               Neither Company nor any Subsidiary of Company: (i) will become a
person whose property or interests in property are blocked or subject to
blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001
Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
to Commit or Support Terrorism (66 Fed. Reg. 49079(2001)), (ii) will engage in
any dealings or transactions prohibited by Section 2 of such executive order, or
be otherwise associated with any such person in any manner violative of Section
2, or (iii) will otherwise become a person on the list of Specially Designated
Nationals and Blocked Persons or subject to the limitations or prohibitions
under any other OFAC regulation or executive order.

SECTION 8.     EVENTS OF DEFAULT

               If any of the following conditions or events ("EVENTS OF
     DEFAULT") shall occur:

               8.1    FAILURE TO MAKE PAYMENTS WHEN DUE.

               Failure by Company to pay any installment of principal of any
Loan when due, whether at stated maturity, by acceleration, by notice of
voluntary prepayment, by mandatory prepayment or otherwise; failure by Company
to pay when due any amount payable to an Issuing Lender in reimbursement of any
drawing under a Letter of Credit; or failure by Company to pay any interest on
any Loan or any fee or any other amount due under this Agreement within five
days after the date due; or

               8.2    DEFAULT IN OTHER AGREEMENTS.

               (i)    Failure of Company or any of its Subsidiaries to pay when
     due any principal of or interest on or any other amount payable in respect
     of one or more items of Indebtedness (other than Indebtedness referred to
     in subsection 8.1) or Contingent Obligations in an individual principal
     amount of $2,500,000 or more or with an aggregate principal amount of
     $2,500,000 or more, in each case beyond the end of any grace period
     provided therefor; or

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          (ii) breach or default by Company or any of its Subsidiaries with
     respect to any other material term of (a) one or more items of Indebtedness
     or Contingent Obligations in the individual or aggregate principal amounts
     referred to in clause (i) above or (b) any loan agreement, mortgage,
     indenture or other agreement relating to such item(s) of Indebtedness or
     Contingent Obligation(s), if the effect of such breach or default is to
     cause, or to permit the holder or holders of that Indebtedness or
     Contingent Obligation(s) (or a trustee on behalf of such holder or holders)
     to cause, that Indebtedness or Contingent Obligation(s) to become or be
     declared due and payable prior to its stated maturity or the stated
     maturity of any underlying obligation, as the case may be (upon the giving
     or receiving of notice, lapse of time, both, or otherwise); or

               8.3    BREACH OF CERTAIN COVENANTS.

               Failure of Company to perform or comply with any term or
condition contained in subsection 2.5, 6.2(a) or Section 7 of this Agreement; or

               8.4    BREACH OF WARRANTY.

               Any representation, warranty, certification or other statement
made by Company or any of its Subsidiaries in any Loan Document or in any
statement or certificate at any time given by Company or any of its Subsidiaries
in writing pursuant hereto or thereto or in connection herewith or therewith
shall be false in any material respect on the date as of which made; or

               8.5    OTHER DEFAULTS UNDER LOAN DOCUMENTS.

               Any Loan Party shall default in the performance of or compliance
with any term contained in this Agreement or any of the other Loan Documents,
other than any such term referred to in any other subsection of this Section 8,
and such default shall not have been remedied or waived within 30 days after the
earlier of (i) an Officer of Company or such Loan Party becoming aware of such
default or (ii) receipt by Company or such Loan Party of notice from
Administrative Agent or any Lender of such default; or

               8.6    INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

               (i)    A court having jurisdiction in the premises shall enter a
     decree or order for relief in respect of Company or any of its Subsidiaries
     in an involuntary case under the Bankruptcy Code or under any other
     applicable bankruptcy, insolvency or similar law now or hereafter in
     effect, which decree or order is not stayed; or any other similar relief
     shall be granted under any applicable federal or state law; or

               (ii)   an involuntary case shall be commenced against Company or
     any of its Subsidiaries under the Bankruptcy Code or under any other
     applicable bankruptcy, insolvency or similar law now or hereafter in
     effect; or a decree or order of a court having jurisdiction in the premises
     for the appointment of a receiver, liquidator, sequestrator, trustee,
     custodian or other officer having similar powers over Company or any of its

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     Subsidiaries, or over all or a substantial part of its property, shall have
     been entered; or there shall have occurred the involuntary appointment of
     an interim receiver, trustee or other custodian of Company or any of its
     Subsidiaries for all or a substantial part of its property; or a warrant of
     attachment, execution or similar process shall have been issued against any
     substantial part of the property of Company or any of its Subsidiaries, and
     any such event described in this clause (ii) shall continue for 60 days
     unless dismissed, bonded or discharged; provided that Company (for itself
     and its Subsidiaries) hereby expressly authorizes Administrative Agent and
     Lenders to appear in any court conducting any relevant case or proceeding
     during such 60-day period to preserve, protect and defend their rights
     under the Loan Documents; or

               8.7    VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

               (i)    Company or any of its Subsidiaries shall have an order for
     relief entered with respect to it or commence a voluntary case under the
     Bankruptcy Code or under any other applicable bankruptcy, insolvency or
     similar law now or hereafter in effect, or shall consent to the entry of an
     order for relief in an involuntary case, or to the conversion of an
     involuntary case to a voluntary case, under any such law, or shall consent
     to the appointment of or taking possession by a receiver, trustee or other
     custodian for all or a substantial part of its property; or Company or any
     of its Subsidiaries shall make any assignment for the benefit of creditors;
     or

               (ii)   Company or any of its Subsidiaries shall be unable, or
     shall fail generally, or shall admit in writing its inability, to pay its
     debts as such debts become due; or the Governing Body of Company or any of
     its Subsidiaries (or any committee thereof) shall adopt any resolution or
     otherwise authorize any action to approve any of the actions referred to in
     clause (i) above or this clause (ii); or

               8.8    JUDGMENTS AND ATTACHMENTS.

               Any money judgment, writ or warrant of attachment or similar
process involving (i) in any individual case an amount in excess of $2,500,000
or (ii) in the aggregate at any time an amount in excess of $2,500,000, in
either case to the extent not adequately covered by insurance as to which a
solvent and unaffiliated insurance company has acknowledged coverage, shall be
entered or filed against Company or any of its Subsidiaries or any of their
respective assets and shall remain undischarged, unvacated, unbonded or unstayed
for a period of 60 days (or in any event later than five days prior to the date
of any proposed sale thereunder); or

               8.9    DISSOLUTION.

               Any order, judgment or decree shall be entered against Company or
any of its Subsidiaries decreeing the dissolution or split up of Company or that
Subsidiary and such order shall remain undischarged or unstayed for a period in
excess of 30 days; or

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               8.10   EMPLOYEE BENEFIT PLANS.

               There shall occur one or more ERISA Events that individually or
in the aggregate result in or might reasonably be expected to result in
liability of Company, any of its Subsidiaries or any of their respective ERISA
Affiliates in excess of $500,000 during the term of this Agreement; or there
shall exist an amount of unfunded benefit liabilities (as defined in Section
4001(a)(18) of ERISA) and/or unfunded liabilities in respect of Foreign Plans,
individually or in the aggregate for all Pension Plans and Foreign Plans
(excluding for purposes of such computation any Pension Plans with respect to
which assets exceed benefit liabilities), which exceeds $2,500,000; or

               8.11   CHANGE IN CONTROL.

               A Change in Control shall have occurred; or

               8.12   INVALIDITY OF LOAN DOCUMENTS; FAILURE OF SECURITY;
                      REPUDIATION OF OBLIGATIONS.

               At any time after the execution and delivery thereof, (i) any
Loan Document or any provision thereof, for any reason, other than the
satisfaction in full of all Obligations, shall cease to be in full force and
effect (other than in accordance with its terms) or shall be declared to be null
and void, (ii) any Collateral Document shall cease to be in full force and
effect (other than by reason of a release of Collateral thereunder in accordance
with the terms hereof or thereof, the satisfaction in full of the Obligations or
any other termination of such Collateral Document in accordance with the terms
hereof or thereof) or shall be declared null and void, or Administrative Agent
shall not have or shall cease to have a valid and perfected First Priority Lien
in any Collateral purported to be covered thereby (other than in accordance with
its terms), in each case for any reason other than the failure of Administrative
Agent or any Lender to take any action within its control, or (iii) any Loan
Party shall contest the validity or enforceability of any Loan Document or any
provision thereof in writing or deny in writing that it has any further
liability, including with respect to future advances by Lenders, under any Loan
Document to which it is a party:

THEN (i) upon the occurrence of any Event of Default described in subsection 8.6
or 8.7, each of (a) the unpaid principal amount of and accrued interest on the
Loans, (b) an amount equal to the maximum amount that may at any time be drawn
under all Letters of Credit then outstanding (whether or not any beneficiary
under any such Letter of Credit shall have presented, or shall be entitled at
such time to present, the drafts or other documents or certificates required to
draw under such Letter of Credit), and (c) all other Obligations shall
automatically become immediately due and payable, without presentment, demand,
protest or other requirements of any kind, all of which are hereby expressly
waived by Company, and the obligation of each Lender to make any Loan, the
obligation of Administrative Agent to issue any Letter of Credit and the right
of any Lender to issue any Letter of Credit hereunder shall thereupon terminate,
and (ii) upon the occurrence and during the continuation of any other Event of
Default, Administrative Agent shall, upon the written request or with the
written consent of Requisite Lenders, by written notice to Company, declare all
or any portion of the amounts described in

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clauses (a) through (c) above to be, and the same shall forthwith become,
immediately due and payable, and the obligation of each Lender to make any Loan,
the obligation of Administrative Agent to issue any Letter of Credit and the
right of any Lender to issue any Letter of Credit hereunder shall thereupon
terminate; PROVIDED that the foregoing shall not affect in any way the
obligations of Revolving Lenders under subsection 3.3C(i) or the obligations of
Revolving Lenders to purchase assignments of any unpaid Swing Line Loans as
provided in subsection 2.1A(iii).

               Any amounts described in clause (b) above, when received by
Administrative Agent, shall be held by Administrative Agent pursuant to the
terms of the Security Agreement and shall be applied as therein provided.

               Notwithstanding anything contained in the second preceding
paragraph, if at any time within 60 days after an acceleration of the Loans
pursuant to clause (ii) of such paragraph Company shall pay all arrears of
interest and all payments on account of principal which shall have become due
other than as a result of such acceleration (with interest on principal and, to
the extent permitted by law, on overdue interest, at the rates specified in this
Agreement) and all Events of Default and Potential Events of Default (other than
non-payment of the principal of and accrued interest on the Loans, in each case
which is due and payable solely by virtue of acceleration) shall be remedied or
waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to
Company, may at their option rescind and annul such acceleration and its
consequences; but such action shall not affect any subsequent Event of Default
or Potential Event of Default or impair any right consequent thereon. The
provisions of this paragraph are intended merely to bind Lenders to a decision
which may be made at the election of Requisite Lenders and are not intended,
directly or indirectly, to benefit Company, and such provisions shall not at any
time be construed so as to grant Company the right to require Lenders to rescind
or annul any acceleration hereunder or to preclude Administrative Agent or
Lenders from exercising any of the rights or remedies available to them under
any of the Loan Documents, even if the conditions set forth in this paragraph
are met.

SECTION 9.     ADMINISTRATIVE AGENT

               9.1    APPOINTMENT.

               A.     APPOINTMENT OF ADMINISTRATIVE AGENT. BNP Paribas is hereby
appointed Administrative Agent hereunder and under the other Loan Documents.
Each Lender hereby authorizes Administrative Agent to act as Administrative
Agent in accordance with the terms of this Agreement and the other Loan
Documents. Administrative Agent agrees to act upon the express conditions
contained in this Agreement and the other Loan Documents, as applicable. The
provisions of this Section 9 are solely for the benefit of Agents and Lenders
and no Loan Party shall have rights as a third party beneficiary of any of the
provisions thereof. In performing its functions and duties under this Agreement,
Administrative Agent (other than as provided in subsection 2.1D) shall act
solely as an agent of Lenders and does not assume and shall not be deemed to
have assumed any obligation towards or relationship of agency or trust with or
for Company or any other Loan Party.

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               Administrative Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents, employees or
attorneys-in-fact appointed by Administrative Agent in its sole discretion.
Administrative Agent and any such sub-agent may perform any and all of the
duties of Administrative Agent and exercise the rights and powers of
Administrative Agent by or through their respective Affiliates and the partners,
directors, officers, employees, agents and advisors of such Person and of such
Person's Affiliates ("RELATED PARTIES" ). The exculpatory provisions of this
Article shall apply to any such sub-agent and to the Related Parties of
Administrative Agent and any such sub-agent.

               B.     APPOINTMENT OF SUPPLEMENTAL COLLATERAL AGENTS. It is the
purpose of this Agreement and the other Loan Documents that there shall be no
violation of any law of any jurisdiction denying or restricting the right of
banking corporations or associations to transact business as agent or trustee in
such jurisdiction. It is recognized that in case of litigation under this
Agreement or any of the other Loan Documents, and in particular in case of the
enforcement of any of the Loan Documents, or in case Administrative Agent deems
that by reason of any present or future law of any jurisdiction it may not
exercise any of the rights, powers or remedies granted herein or in any of the
other Loan Documents or take any other action which may be desirable or
necessary in connection therewith, it may be necessary that Administrative Agent
appoint an additional individual or institution as a separate trustee,
co-trustee, collateral agent or collateral co-agent (any such additional
individual or institution being referred to herein individually as a
"SUPPLEMENTAL COLLATERAL AGENT" and collectively as "SUPPLEMENTAL COLLATERAL
AGENTS").

               In the event that Administrative Agent appoints a Supplemental
Collateral Agent with respect to any Collateral, (i) each and every right,
power, privilege or duty expressed or intended by this Agreement or any of the
other Loan Documents to be exercised by or vested in or conveyed to
Administrative Agent with respect to such Collateral shall be exercisable by and
vest in such Supplemental Collateral Agent to the extent, and only to the
extent, necessary to enable such Supplemental Collateral Agent to exercise such
rights, powers and privileges with respect to such Collateral and to perform
such duties with respect to such Collateral, and every covenant and obligation
contained in the Loan Documents and necessary to the exercise or performance
thereof by such Supplemental Collateral Agent shall run to and be enforceable by
Administrative Agent or such Supplemental Collateral Agent, and (ii) the
provisions of this Section 9 and of subsections 10.2 and 10.3 that refer to
Administrative Agent shall inure to the benefit of such Supplemental Collateral
Agent and all references therein to Administrative Agent shall be deemed to be
references to Administrative Agent and/or such Supplemental Collateral Agent, as
the context may require.

               Should any instrument in writing from Company or any other Loan
Party be required by any Supplemental Collateral Agent so appointed by
Administrative Agent for more fully and certainly vesting in and confirming to
him or it such rights, powers, privileges and duties, Company shall, or shall
cause such Loan Party to, execute, acknowledge and deliver any and all such
instruments promptly upon request by Administrative Agent. In case any
Supplemental Collateral Agent, or a successor thereto, shall die, become
incapable of acting, resign or be removed, all the rights, powers, privileges
and duties of such Supplemental Collateral Agent, to the extent permitted by
law, shall vest in and be exercised by Administrative

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Agent until the appointment of a new Supplemental Collateral Agent. Any
Supplemental Collateral Agent must be a "United States Person" as such term is
defined for U.S. federal income tax purposes.

               C.     CONTROL. Each Lender and Administrative Agent hereby
appoints each other Lender as agent for the purpose of perfecting Administrative
Agent's security interest in assets that, in accordance with the UCC, can be
perfected by possession or control.

               9.2    POWERS AND DUTIES; GENERAL IMMUNITY.

               A.     POWERS; DUTIES SPECIFIED. Each Lender irrevocably
authorizes the Administrative Agent to take such action on such Lender's behalf
and to exercise such powers, rights and remedies hereunder and under the other
Loan Documents as are specifically delegated or granted to Administrative Agent
by the terms hereof and thereof, together with such powers, rights and remedies
as are reasonably incidental thereto. Administrative Agent shall have only those
duties and responsibilities that are expressly specified in this Agreement and
the other Loan Documents. Administrative Agent may exercise such powers, rights
and remedies and perform such duties by or through its agents or employees.
Administrative Agent shall not have, by reason of this Agreement or any of the
other Loan Documents, a fiduciary relationship in respect of any Lender or
Company; and nothing in this Agreement or any of the other Loan Documents,
expressed or implied, is intended to or shall be so construed as to impose upon
Administrative Agent any obligations in respect of this Agreement or any of the
other Loan Documents except as expressly set forth herein or therein.
Administrative Agent is further authorized by the Lenders to enter into
agreements supplemental hereto with any Loan Party for the purpose of curing any
formal defect, inconsistency, omission or ambiguity in this Agreement or any
Loan Document to which it is a party (without any consent or approval by the
Lenders).

               B.     NO RESPONSIBILITY FOR CERTAIN MATTERS. No Agent shall be
responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of this Agreement or any
other Loan Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statements or
in any financial or other statements, instruments, reports or certificates or
any other documents furnished or made by such Agent to Lenders or by or on
behalf of Company or any of its Subsidiaries to such Agent or any Lender in
connection with the Loan Documents and the transactions contemplated thereby or
for the financial condition or business affairs of Company or any of its
Subsidiaries or any other Person liable for the payment of any Obligations, nor
such Administrative Agent be required to ascertain or inquire as to the
performance or observance of any of the terms, conditions, provisions, covenants
or agreements contained in any of the Loan Documents or as to the use of the
proceeds of the Loans or the use of the Letters of Credit or as to the existence
or possible existence of any Event of Default or Potential Event of Default.
Anything contained in this Agreement to the contrary notwithstanding,
Administrative Agent shall have no liability arising from confirmations of the
amount of outstanding Loans or the Letter of Credit Usage or the component
amounts thereof.

               C.     EXCULPATORY PROVISIONS. No Agent or any of its officers,
directors, employees or agents shall be liable to Lenders for any action taken
or omitted by such Agent

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under or in connection with any of the Loan Documents except to the extent
caused by such Agent's gross negligence or willful misconduct. An Agent shall be
entitled to refrain from any act or the taking of any action (including the
failure to take an action) in connection with this Agreement or any of the other
Loan Documents or from the exercise of any power, discretion or authority vested
in it hereunder or thereunder unless and until such Agent shall have received
instructions in respect thereof from Requisite Lenders (or such other Lenders as
may be required to give such instructions under subsection 10.6) and, upon
receipt of such instructions from Requisite Lenders (or such other Lenders, as
the case may be), such Agent shall be entitled to act or (where so instructed)
refrain from acting, or to exercise such power, discretion or authority, in
accordance with such instructions; PROVIDED that no Agent shall be required to
take any action that, in its opinion or the opinion of its counsel, may expose
such Agent to liability or that is contrary to any Loan Document or applicable
law. Without prejudice to the generality of the foregoing, (i) each Agent shall
be entitled to rely, and shall be fully protected in relying, upon any
communication (including any electronic message, Internet or intranet website
posting or other distribution), instrument or document believed by it to be
genuine and correct and to have been signed or sent by the proper person or
persons, and shall be entitled to rely and shall be protected in relying on
opinions and judgments of attorneys (who may be attorneys for Company and its
Subsidiaries), accountants, experts and other professional advisors selected by
it; and (ii) no Lender shall have any right of action whatsoever against an
Agent as a result of such Agent acting or (where so instructed) refraining from
acting under this Agreement or any of the other Loan Documents in accordance
with the instructions of Requisite Lenders (or such other Lenders as may be
required to give such instructions under subsection 10.6).

               D.     AGENTS ENTITLED TO ACT AS LENDER. The agency hereby
created shall in no way impair or affect any of the rights and powers of, or
impose any duties or obligations upon, an Agent in its individual capacity as a
Lender hereunder. With respect to its participation in the Loans and the Letters
of Credit, an Agent shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not performing the duties and
functions delegated to it hereunder, and the term "Lender" or "Lenders" or any
similar term shall, unless the context clearly otherwise indicates, include each
Agent in its individual capacity. An Agent and its Affiliates may accept
deposits from, lend money to, acquire equity interests in and generally engage
in any kind of commercial banking, investment banking, trust, financial advisory
or other business with Company or any of its Affiliates as if it were not
performing the duties specified herein, and may accept fees and other
consideration from Company for services in connection with this Agreement and
otherwise without having to account for the same to Lenders.

               9.3    INDEPENDENT INVESTIGATION BY LENDERS; NO RESPONSIBILITY
                      FOR APPRAISAL OF CREDITWORTHINESS.

               Each Lender agrees that it has made its own independent
investigation of the financial condition and affairs of Company and its
Subsidiaries in connection with the making of the Loans and the issuance of
Letters of Credit hereunder and that it has made and shall continue to make its
own appraisal of the creditworthiness of Company and its Subsidiaries. No Agent
shall have any duty or responsibility, either initially or on a continuing
basis, to make any such investigation or any such appraisal on behalf of Lenders
or to provide any Lender with any credit

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or other information with respect thereto, whether coming into its possession
before the making of the Loans or at any time or times thereafter, and no Agent
shall have any responsibility with respect to the accuracy of or the
completeness of any information provided to Lenders.

               9.4    RIGHT TO INDEMNITY.

               Each Lender, in proportion to its Pro Rata Share, severally
agrees to indemnify each Agent and its officers, directors, employees, agents,
attorneys, professional advisors and Affiliates to the extent that any such
Person shall not have been reimbursed by Company, for and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including counsel fees and disbursements and fees and
disbursements of any financial advisor engaged by Agents) or disbursements of
any kind or nature whatsoever which may be imposed on, incurred by or asserted
against an Agent or such other Person in exercising the powers, rights and
remedies of an Agent or performing duties of an Agent hereunder or under the
other Loan Documents or otherwise in its capacity as Agent in any way relating
to or arising out of this Agreement or the other Loan Documents; PROVIDED that
no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of an Agent resulting solely from such Agent's gross negligence,
bad faith or willful misconduct as determined by a final judgment of a court of
competent jurisdiction. If any indemnity furnished to an Agent or any other such
Person for any purpose shall, in the opinion of such Agent, be insufficient or
become impaired, such Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished.

               9.5    RESIGNATION OF AGENTS; SUCCESSOR ADMINISTRATIVE AGENT AND
                      SWING LINE LENDER.

               A. RESIGNATION; SUCCESSOR ADMINISTRATIVE AGENT. Any Agent may
resign at any time by giving 30 days' prior written notice thereof to Lenders
and Company. Upon any such notice of resignation by Administrative Agent,
Requisite Lenders shall have the right, upon notice to Company, to appoint a
successor Administrative Agent; provided that so long as no Default or Event of
Default exists, Company shall have the right to consent to such appointment
(which consent shall not be unreasonably withheld). If no such successor shall
have been so appointed by Requisite Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, the retiring Administrative Agent may, on behalf of Lenders,
appoint a successor Administrative Agent. If such Administrative Agent shall
notify Lenders and Company that no Person has accepted such appointment as
successor Administrative Agent, such resignation shall nonetheless become
effective in accordance with Administrative Agent's notice and (i) the retiring
Administrative Agent shall be discharged from its duties and obligations under
the Loan Documents, except that any Collateral held by Administrative Agent will
continue to be held by it until a Person shall have accepted the appointment of
successor Administrative Agent, and (ii) all payments, communications and
determinations provided to be made by, to or through Administrative Agent shall
instead be made by, to or through each Lender directly, until such time as
Requisite Lenders appoint a successor Administrative Agent in accordance with
this subsection 9.5A. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor

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Administrative Agent, that successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent and the retiring Administrative Agent shall
be discharged from its duties and obligations under this Agreement (if not
already discharged as set forth above). After any retiring Agent's resignation
hereunder, the provisions of this Section 9 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was an Agent under this
Agreement. The Agents and any successor Agents must be "United States persons"
as such term is defined for U.S. federal income tax purposes.

               B.     SUCCESSOR SWING LINE LENDER. Any resignation of
Administrative Agent pursuant to subsection 9.5A shall also constitute the
resignation of Administrative Agent or its successor as Swing Line Lender, and
any successor Administrative Agent appointed pursuant to subsection 9.5A shall,
upon its acceptance of such appointment, become the successor Swing Line Lender
for all purposes hereunder. In such event (i) Company shall prepay any
outstanding Swing Line Loans made by the retiring Administrative Agent in its
capacity as Swing Line Lender, (ii) upon such prepayment, the retiring
Administrative Agent and Swing Line Lender shall surrender any Swing Line Note
held by it to Company for cancellation, and (iii) if so requested by the
successor Administrative Agent and Swing Line Lender in accordance with
subsection 2.1E, Company shall issue a new Swing Line Note to the successor
Administrative Agent and Swing Line Lender substantially in the form of EXHIBIT
VI annexed hereto, in the amount of the Swing Line Loan Commitment then in
effect and with other appropriate insertions.

               9.6    COLLATERAL DOCUMENTS AND SUBSIDIARY GUARANTY.

               Each Lender (which term shall include, for purposes of this
subsection 9.6, any Lender in its capacity as a counterparty to a Hedge
Agreement with Company or one of its Subsidiaries) hereby further authorizes
Administrative Agent, on behalf of and for the benefit of Lenders, to enter into
each Collateral Document as secured party and to be the agent for and
representative of Lenders under each Guaranty, and each Lender agrees to be
bound by the terms of each Collateral Document, and the Subsidiary Guaranty;
PROVIDED that Administrative Agent shall not (i) enter into or consent to any
material amendment, modification, termination or waiver of or departure from any
provision contained in any Collateral Document or the Subsidiary Guaranty or
(ii) release any Collateral (except as otherwise expressly permitted or required
pursuant to the terms of this Agreement or the applicable Collateral Document),
in each case without the prior written consent of Requisite Lenders (or, if
required pursuant to subsection 10.6, all Lenders); PROVIDED FURTHER, HOWEVER,
that, without further written consent or authorization from Lenders,
Administrative Agent may execute any documents or instruments necessary to (a)
release any Lien encumbering any item of Collateral that is the subject of a
sale or other disposition of assets permitted by this Agreement or to which
Requisite Lenders have otherwise consented, (b) release any Subsidiary Guarantor
from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary
Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to
a sale or other disposition permitted hereunder or to which Requisite Lenders
have otherwise consented or (c) subordinate the Liens of Administrative Agent,
on behalf of Lenders, to any Liens permitted by subsection 7.2; PROVIDED that,
in the case of a sale of such item of Collateral or stock referred to in
subdivision (a) or (b), the requirements of

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subsection 10.14 are satisfied. Anything contained in any of the Loan Documents
to the contrary notwithstanding, Company, Administrative Agent and each Lender
hereby agree that (1) no Lender shall have any right individually to realize
upon any of the Collateral under any Collateral Document or to enforce
Subsidiary Guaranty, it being understood and agreed that all powers, rights and
remedies under the Collateral Documents and the Subsidiary Guaranty may be
exercised solely by Administrative Agent for the benefit of Lenders in
accordance with the terms thereof, and (2) in the event of a foreclosure by
Administrative Agent on any of the Collateral pursuant to a public or private
sale, Administrative Agent or any Lender may be the purchaser of any or all of
such Collateral at any such sale and Administrative Agent, as agent for and
representative of Lenders (but not any Lender or Lenders in its or their
respective individual capacities unless Requisite Lenders shall otherwise agree
in writing) shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Obligations as a credit on
account of the purchase price for any collateral payable by Administrative Agent
at such sale.

               Without derogating from any other authority granted to
Administrative Agent herein or in the Collateral Documents or any other document
relating thereto, each Lender hereby specifically (i) authorizes Administrative
Agent to enter into pledge agreements pursuant to this subsection 9.6 with
respect to the Capital Stock of all Foreign Subsidiaries, which pledge
agreements may be governed by the laws of each of the jurisdictions of formation
of such Foreign Subsidiaries, as agent on behalf of each of Lenders, with the
effect that Lenders each become a secured party thereunder or, where relevant as
agent and trustee with the effect that the Lenders each become beneficiaries of
the trust and Administrative Agent has all the rights, powers, discretions,
protections and exemptions from liability set out in the pledge agreements and
(ii) except in connection with any such pledge agreement where Administrative
Agent holds the security as agent and trustee for the Lenders, appoints
Administrative Agent as its attorney-in-fact granting it the powers to execute
each such pledge agreement and any registrations of the security interest
thereby created, in each case in its name and on its behalf, with the effect
that each Lender becomes a secured party thereunder. With respect to each such
pledge agreement, Administrative Agent has the power to sub-delegate to third
parties its powers as attorney-in-fact of each Lender.

               9.7    DUTIES OF OTHER AGENTS.

               To the extent that any Lender is identified in this Agreement as
a co-agent, documentation agent or syndication agent, such Lender shall not have
any right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Lenders as such. Without limiting
the foregoing, none of such Lenders shall have or be deemed to have a fiduciary
relationship with any Lender.

               9.8    ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

               In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to Company or any of the Subsidiaries of
Company, Administrative Agent (irrespective of whether the principal of any Loan
shall then be due and payable as herein expressed or by declaration or

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otherwise and irrespective of whether Administrative Agent shall have made any
demand on Company) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

               (i)    to file and prove a claim for the whole amount of
     principal and interest owing and unpaid in respect of the Loans and any
     other Obligations that are owing and unpaid and to file such other papers
     or documents as may be necessary or advisable in order to have the claims
     of Lenders and Agents (including any claim for the reasonable compensation,
     expenses, disbursements and advances of Lenders and Agents and their agents
     and counsel and all other amounts due Lenders and Agents under subsections
     2.3 and 10.2) allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to Administrative Agent and, in the event that
Administrative Agent shall consent to the making of such payments directly to
Lenders, to pay to Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Agents and their agents
and counsel, and any other amounts due to Agents under subsections 2.3 and 10.2.

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

SECTION 10.    MISCELLANEOUS

               10.1   SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS IN
                      LOANS AND LETTERS OF CREDIT.

               A.     GENERAL. This Agreement shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lenders (it
being understood that Lenders' rights of assignment are subject to the further
provisions of this subsection 10.1). Neither Company's rights nor obligations
hereunder nor any interest therein may be assigned or delegated by Company
without the prior written consent of all Lenders (and any attempted assignment
or transfer by Company without such consent shall be null and void). No sale,
assignment or transfer or participation of any Letter of Credit or any
participation therein may be made separately from a sale, assignment, transfer
or participation of a corresponding interest in the Revolving Loan Commitment
and the Revolving Loans of the Revolving Lender effecting such sale, assignment,
transfer or participation. Anything contained herein to the contrary
notwithstanding, except as provided in subsection 2.1A(iii) and subsection 10.5,
the Swing Line Loan Commitment and the Swing Line Loans of Swing Line Lender may
not be sold, assigned or transferred as described below to any Person other than
a successor Administrative Agent and Swing Line Lender to the extent

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contemplated by subsection 9.5. Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby and, to the extent
expressly contemplated hereby, the Affiliates of each of Administrative Agent
and Lenders and Indemnitees) any legal or equitable right, remedy or claim under
or by reason of this Agreement.

               B.     ASSIGNMENTS.

               (i)    AMOUNTS AND TERMS OF ASSIGNMENTS. Any Lender may assign to
     one or more Eligible Assignees all or any portion of its rights and
     obligations under this Agreement; PROVIDED that (a), except (1) in the case
     of an assignment of the entire remaining amount of the assigning Lender's
     rights and obligations under this Agreement or (2) in the case of an
     assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a
     Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan
     Exposure, as the case may be, of the assigning Lender and the assignee
     subject to each such assignment shall not be less than $2,500,000, in the
     case of any assignment of a Revolving Loan, or $1,000,000, in the case of
     any assignment of a Term Loan (or $250,000 in the case of any assignment of
     a Term Loan by a Lender or an Approved Fund to a Lender or an Approved Fund
     that in each case has, or is affiliated with or managed by a Lender with
     Affiliates and/or Approved Funds that collectively have, aggregate Term
     Loan Exposure of not less than $1,000,000, unless Administrative Agent and,
     so long as no Event of Default under subsections 8.1, 8.6 or 8.7 has
     occurred and is continuing, Company otherwise consents (such consent not to
     be unreasonably withheld or delayed), (b) each partial assignment shall be
     made as an assignment of a proportionate part of all the assigning Lender's
     rights and obligations under this Agreement with respect to the Loan or the
     Commitment assigned, (c) the parties to each assignment shall execute and
     deliver to Administrative Agent an Assignment Agreement, together with a
     processing and recordation fee of $3,500 (unless the assignee is an
     Affiliate or an Approved Fund of the assignor, in which case no fee shall
     be required), and the Eligible Assignee, if it shall not be a Lender, shall
     deliver to Administrative Agent information reasonably requested by
     Administrative Agent, including such forms, certificates or other evidence,
     if any, with respect to United States federal income tax withholding
     matters as the assignee under such Assignment Agreement may be required to
     deliver to Administrative Agent pursuant to subsection 2.7B(iv) and (d)
     except in the case of an assignment to another Lender, an Affiliate of a
     Lender or an Approved Fund of a Lender, Administrative Agent, and, if no
     Event of Default has occurred and is continuing, Company, shall have
     consented thereto (which consent shall not be unreasonably withheld or
     delayed).

     Upon such execution, and delivery and consent, from and after the effective
     date specified in such Assignment Agreement, (y) the assignee thereunder
     shall be a party hereto and, to the extent that rights and obligations
     hereunder have been assigned to it pursuant to such Assignment Agreement,
     shall have the rights and obligations of a Lender hereunder and (z) the
     assigning Lender thereunder shall, to the extent that rights and
     obligations hereunder have been assigned by it pursuant to such Assignment
     Agreement, relinquish its rights (other than any rights which survive the
     termination of

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     this Agreement under subsection 10.9B) and be released from its obligations
     under this Agreement (and, in the case of an Assignment Agreement covering
     all or the remaining portion of an assigning Lender's rights and
     obligations under this Agreement, such Lender shall cease to be a party
     hereto; PROVIDED that, anything contained in any of the Loan Documents to
     the contrary notwithstanding, if such Lender is an Issuing Lender such
     Lender shall continue to have all rights and obligations of an Issuing
     Lender until the cancellation or expiration of any Letters of Credit issued
     by it and the reimbursement of any amounts drawn thereunder). The assigning
     Lender shall, upon the effectiveness of such assignment or as promptly
     thereafter as practicable, surrender its Notes, if any, to Administrative
     Agent for cancellation, and thereupon new Notes shall, if so requested by
     the assignee and/or the assigning Lender in accordance with subsection
     2.1E, be issued to the assignee and/or to the assigning Lender,
     substantially in the form of EXHIBIT IV, EXHIBIT V or EXHIBIT VI annexed
     hereto, as the case may be, with appropriate insertions, to reflect the
     amounts of the new Commitments and/or outstanding Revolving Loans and/or
     outstanding Term Loans of the assignee and/or the assigning Lender. Other
     than as provided in subsection 2.1A(iii) and subsection 10.5, any
     assignment or transfer by a Lender of rights or obligations under this
     Agreement that does not comply with this subsection 10.1B shall be treated
     for purposes of this Agreement as a sale by such Lender of a participation
     in such rights and obligations in accordance with subsection 10.1C.
     Notwithstanding the foregoing, in the case of an assignment to an Eligible
     Assignee which is, immediately prior to such assignment, an Affiliate of
     the assigning Lender or an Approved Fund of the assigning Lender, such
     assignment shall be effective between such assigning Lender and its
     Affiliate or Approved Fund (as the case may be) immediately without
     compliance with the conditions for assignment under this subsection 10.1B,
     but shall not be effective with respect to Company, Administrative Agent,
     any Issuing Lender or any Lender, and Company, Administrative Agent, each
     Issuing Lender and each Lender shall be entitled to deal solely and
     directly with such assigning Lender under any such assignment, in each
     case, until the conditions for assignment under this subsection 10.1B have
     been complied with.

               (ii)   ACCEPTANCE BY ADMINISTRATIVE AGENT; RECORDATION IN
     REGISTER. Upon its receipt of an Assignment Agreement executed by an
     assigning Lender and an assignee representing that it is an Eligible
     Assignee, together with the processing and recordation fee referred to in
     subsection 10.1B(i) (if required) and any forms, certificates or other
     evidence with respect to United States federal income tax withholding
     matters that such assignee may be required to deliver to Administrative
     Agent pursuant to subsection 2.7(b)(iv), Administrative Agent shall, if
     Administrative Agent and Company have consented to the assignment evidenced
     thereby (in each case to the extent such consent is required pursuant to
     subsection 10.1B(i)), (a) accept such Assignment Agreement by executing a
     counterpart thereof as provided therein (which acceptance shall evidence
     any required consent of Administrative Agent to such assignment), (b)
     record the information contained therein in the Register, and (c) give
     prompt notice thereof to Company. Administrative Agent shall maintain a
     copy of each Assignment Agreement delivered to and accepted by it as
     provided in this subsection 10.1B(ii). No assignment of any interest

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     in this Agreement shall be effective until such assignment has been
     recorded in the Register.

               C.     PARTICIPATIONS. Any Lender may, without the consent of, or
notice to, Company or Administrative Agent, sell participations to one or more
Persons (other than a natural Person or Company or any of its Affiliates) in all
or a portion of such Lender's rights and/or obligations under this Agreement;
PROVIDED that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) Company, Administrative
Agent and Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; PROVIDED that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver directly affecting (i) the extension of the
scheduled final maturity date of any Loan allocated to such participation or
(ii) a reduction of the principal amount of or the rate of interest payable on
any Loan allocated to such participation. Subject to the further provisions of
this subsection 10.1C, Company agrees that each Participant shall be entitled to
the benefits of subsections 2.6D and 2.7 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection 10.1B.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of subsection 10.4 as though it were a Lender, provided such
Participant agrees to be subject to subsection 10.5 as though it were a Lender.
A Participant shall not be entitled to receive any greater payment under
subsections 2.6D and 2.7 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant unless the
sale of the participation to such Participant is made with Company's prior
written consent. No Participant shall not be entitled to the benefits of
subsection 2.7 unless Company is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of Company, to comply
with subsection 2.7B(iv) as though it were a Lender.

               D.     PLEDGES AND ASSIGNMENTS. Any Lender may at any time pledge
or assign a security interest in all or any portion of its Loans, and the other
Obligations owed to such Lender, to secure obligations of such Lender, including
without limitation any pledge or assignment to secure obligations to any Federal
Reserve Bank; PROVIDED that (i) no Lender shall be relieved of any of its
obligations hereunder as a result of any such assignment or pledge, (ii) in no
event shall any assignee or pledgee be considered to be a "LENDER" or be
entitled to require the assigning Lender to take or omit to take any action
hereunder, (iii) in no event shall the terms of such assignment or pledge
prohibit the Lender from voting in favor of any amendment to any Loan Document
which requires only the consent of Requisite Lenders, and (iv) any foreclosure
of any such assignment or pledge shall remain subject to the restrictions set
forth in subsection 10.1B.

               E.     INFORMATION. Each Lender may furnish any information
concerning Company and its Subsidiaries in the possession of that Lender from
time to time to assignees and participants (including prospective assignees and
participants); PROVIDED that such assignees or participants shall have agreed to
be bound by the requirements of subsection 10.19 (it being

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agreed that delivery of such information under a notice stating that the
recipient's acceptance thereof constitutes its agreement to be bound by
subsection 10.19 shall be deemed to satisfy such requirement).

               F.     AGREEMENTS OF LENDERS. Each Lender listed on the signature
pages hereof hereby agrees, and each Lender that becomes a party hereto pursuant
to an Assignment Agreement shall be deemed to agree, (i) that it is an Eligible
Assignee described in clause (A) of the definition thereof; (ii) that it has
experience and expertise in the making of or purchasing loans such as the Loans;
and (iii) that it will make or purchase Loans for its own account in the
ordinary course of its business and without a view to distribution of such Loans
within the meaning of the Securities Act or the Exchange Act or other federal
securities laws (it being understood that, subject to the provisions of this
subsection 10.1, the disposition of such Loans or any interests therein shall at
all times remain within its exclusive control).

               10.2   EXPENSES.

               Whether or not the transactions contemplated hereby shall be
consummated, Company agrees to pay promptly (i) all reasonable costs and
expenses of Administrative Agent in connection with the negotiation, preparation
and execution of the Loan Documents and any consents, amendments, waivers or
other modifications thereto; (ii) all costs and expenses of furnishing all
opinions by counsel for Company (including any opinions requested by Agents or
Lenders as to any legal matters arising hereunder) and of Company's performance
of and compliance with all agreements and conditions on its part to be performed
or complied with under this Agreement and the other Loan Documents including
with respect to confirming compliance with environmental, insurance and solvency
requirements; (iii) all reasonable fees, expenses and disbursements of counsel
to Administrative Agent in connection with the negotiation, preparation,
execution and administration of the Loan Documents and any consents, amendments,
waivers or other modifications thereto and any other documents or matters
requested by Company; (iv) all costs and expenses of creating and perfecting
Liens in favor of Administrative Agent on behalf of Lenders pursuant to any
Collateral Document, including filing and recording fees, expenses and taxes,
stamp or documentary taxes, search fees, title insurance premiums, and
reasonable fees, expenses and disbursements of counsel to Administrative Agent
and of counsel providing any opinions that Administrative Agent or Requisite
Lenders may request in respect of the Collateral Documents or the Liens created
pursuant thereto; (v) all costs and expenses (including the reasonable fees,
expenses and disbursements of any auditors, accountants or appraisers and any
environmental or other consultants, advisors and agents employed or retained by
Administrative Agent or its counsel) of obtaining and reviewing any appraisals
provided for under this Agreement and any environmental audits or reports
provided for under this Agreement; (vi) all costs and expenses incurred by
Administrative Agent in connection with the custody or preservation of any of
the Collateral; (vii) all other out-of-pocket costs and expenses incurred by
Administrative Agent in connection with the syndication of the Commitments;
(viii) all costs and expenses, including reasonable attorneys' fees and fees,
costs and expenses of accountants,

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advisors and consultants, incurred by Administrative Agent and its counsel
relating to efforts to (a) evaluate or assess any Loan Party, its business or
financial condition and (b) protect, evaluate, assess or dispose of any of the
Collateral; and (ix) all costs and expenses, including reasonable attorneys'
fees, fees, costs and expenses of accountants, advisors and consultants and
costs of settlement, incurred by Administrative Agent and Lenders in enforcing
any Obligations of or in collecting any payments due from any Loan Party
hereunder or under the other Loan Documents (including in connection with the
sale of, collection from, or other realization upon any of the Collateral or the
enforcement of the Loan Documents) or in connection with any refinancing or
restructuring of the credit arrangements provided under this Agreement in the
nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings;
PROVIDED, HOWEVER, that Company shall be responsible under this clause (ix) for
the reasonable attorneys fees for counsel and local counsel to the
Administrative Agent and for only one other counsel for all other Lenders (and
one local counsel for each jurisdiction for which a local counsel is reasonably
required).

               10.3   INDEMNITY.

               In addition to the payment of expenses pursuant to subsection
10.2, whether or not the transactions contemplated hereby shall be consummated,
Company agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless Agents and Lenders (including Issuing Lenders),
and the officers, directors, trustees, employees, agents, advisors and
Affiliates of Administrative Agent and Lenders (collectively called the
"INDEMNITEES"), from and against any and all Indemnified Liabilities (as
hereinafter defined); PROVIDED that Company shall not have any obligation to any
Indemnitee hereunder with respect to any Indemnified Liabilities to the extent
such Indemnified Liabilities arise solely from the gross negligence or willful
misconduct of that Indemnitee as determined by a final judgment of a court of
competent jurisdiction.

               As used herein, "INDEMNIFIED LIABILITIES" means, collectively,
any and all liabilities, obligations, losses, damages (including natural
resource damages), penalties, actions, judgments, suits, claims (including
Environmental Claims), costs (including the costs of any investigation, study,
sampling, testing, abatement, cleanup, removal, remediation or other response
action necessary to remove, remediate, clean up or abate any Hazardous Materials
Activity), expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel for Indemnitees
(including allocated costs of internal counsel) in connection with any
investigative, administrative or judicial proceeding commenced or threatened by
any Person, whether or not any such Indemnitee shall be designated as a party or
a potential party thereto, and any fees or expenses incurred by Indemnitees in
enforcing this indemnity), whether direct, indirect or consequential and whether
based on any federal, state or foreign laws, statutes, rules or regulations
(including securities and commercial laws, statutes, rules or regulations and
Environmental Laws), on common law or equitable cause or on contract or
otherwise, that may be imposed on, incurred by, or asserted against any such
Indemnitee, in any manner relating to or arising out of (i) this Agreement, the
other Loan Documents or the Existing Subordinated Debt Documents or the
transactions contemplated hereby or thereby (including Lenders' agreement to
make the Loans hereunder or the use or intended use of the proceeds thereof or
the issuance of Letters of Credit hereunder or the use or intended use of any
thereof, the failure of an Issuing Lender to honor a drawing under a Letter of
Credit as a result of any act or omission, whether rightful or wrongful, of any
present or future de jure or de facto Government Authority, or any enforcement
of any of the Loan Documents (including any sale of, collection from, or other
realization upon any of the Collateral or the

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enforcement of the Subsidiary Guaranty)), (ii) the statements contained in the
commitment letter delivered by any Lender to Company with respect thereto, or
(iii) any Environmental Claim or any Hazardous Materials Activity relating to or
arising from, directly or indirectly, any past or present activity, operation,
land ownership, or practice of Company or any of its Subsidiaries.

               To the extent that the undertakings to defend, indemnify, pay and
hold harmless set forth in this subsection 10.3 may be unenforceable in whole or
in part because they are violative of any law or public policy, Company shall
contribute the maximum portion that it is permitted to pay and satisfy under
applicable law to the payment and satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them.

               10.4   SET-OFF.

               In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, upon the
occurrence and during the continuation of any Event of Default and consultation
with Administrative Agent, each of Lenders and their Affiliates is hereby
authorized by Company at any time or from time to time, without notice to
Company or to any other Person, any such notice being hereby expressly waived,
to set off and to appropriate and to apply any and all deposits (general or
special, time or demand, provisional or final, including Indebtedness evidenced
by certificates of deposit, whether matured or unmatured, but not including
payroll, escrow and trust accounts) and any other Indebtedness at any time held
or owing by that Lender or any Affiliate of that Lender to or for the credit or
the account of Company and each other Loan Party against and on account of the
Obligations of Company or any other Loan Party to that Lender (or any Affiliate
of that Lender) or to any other Lender (or any Affiliate of any other Lender)
under this Agreement, the Letters of Credit and participations therein and the
other Loan Documents, including all claims of any nature or description arising
out of or connected with this Agreement, the Letters of Credit and
participations therein or any other Loan Document, irrespective of whether or
not (i) that Lender shall have made any demand hereunder or (ii) the principal
of or the interest on the Loans or any amounts in respect of the Letters of
Credit or any other amounts due hereunder shall have become due and payable
pursuant to Section 8 and although said obligations and liabilities, or any of
them, may be contingent or unmatured.

               10.5   RATABLE SHARING.

               Lenders hereby agree among themselves that if any of them shall,
whether by voluntary or mandatory payment (other than a payment or prepayment of
Loans made and applied in accordance with the terms of this Agreement), by
realization upon security, through the exercise of any right of set-off or
banker's lien, by counterclaim or cross action or by the enforcement of any
right under the Loan Documents (including any bid or purchase at public or
private sale) or otherwise, or as adequate protection of a deposit treated as
Cash collateral under the Bankruptcy Code, receive payment or reduction of a
proportion of the aggregate amount of principal, interest, amounts payable in
respect of Letters of Credit, fees and other amounts then due and owing to that
Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE
AMOUNTS DUE" to such Lender) that is greater than the proportion received by any
other Lender in respect of the Aggregate Amounts Due to such other Lender, then
the Lender

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receiving such proportionately greater payment shall, unless such
proportionately greater payment is required by the terms of this Agreement, (i)
notify Administrative Agent and each other Lender of the receipt of such payment
and (ii) apply a portion of such payment to purchase assignments (which it shall
be deemed to have purchased from each seller of an assignment simultaneously
upon the receipt by such seller of its portion of such payment) of the Aggregate
Amounts Due to the other Lenders so that all such recoveries of Aggregate
Amounts Due shall be shared by all Lenders in proportion to the Aggregate
Amounts Due to them; PROVIDED that (A) if all or part of such proportionately
greater payment received by such purchasing Lender is thereafter recovered from
such Lender upon the bankruptcy or reorganization of Company or otherwise, those
purchases shall be rescinded and the purchase prices paid for such assignments
shall be returned to such purchasing Lender ratably to the extent of such
recovery, but without interest and (B) the foregoing provisions shall not apply
to (1) any payment made by Company pursuant to and in accordance with the
express terms of this Agreement or (2) any payment obtained by a Lender as
consideration for the assignment (other than an assignment pursuant to this
subsection 10.5) of or the sale of a participation in any of its Obligations to
any Eligible Assignee or Participant pursuant to subsection 10.1B. Company
expressly consents to the foregoing arrangement and agrees that any purchaser of
an assignment so purchased may exercise any and all rights of a Lender as to
such assignment as fully as if that Lender had complied with the provisions of
subsection 10.1B with respect to such assignment. In order to further evidence
such assignment (and without prejudice to the effectiveness of the assignment
provisions set forth above), each purchasing Lender and each selling Lender
agree to enter into an Assignment Agreement at the request of a selling Lender
or a purchasing Lender, as the case may be, in form and substance reasonably
satisfactory to each such Lender.

               10.6   AMENDMENTS AND WAIVERS.

               A.     No amendment, modification, termination or waiver of any
provision of this Agreement or of the Notes or any other Loan Documents (other
than Hedge Agreements), and no consent to any departure by Loan Party or any
other Person therefrom, shall in any event be effective without the prior
written concurrence of Requisite Lenders; PROVIDED that any such amendment,
modification, termination, waiver or consent which:

                      (a)  extends the final scheduled maturity of any Loan or
               Note, or extends the stated maturity of any Letter of Credit
               beyond the Revolving Loan Commitment Termination Date, or reduces
               the rate or extends the time of payment of interest or fees
               thereon (except in connection with a waiver of applicability of
               any post-default increase in interest rates), or reduces the
               principal amount thereof (except to the extent repaid in cash)
               shall not be effective without the prior written consent of each
               Lender directly affected thereby; or

                      (b)  (i) releases all or substantially all of (x) the
               Collateral (except as expressly provided in the Loan Documents)
               under all the Collateral Documents, or (y) the Loan Parties
               (except as expressly provided in the Loan Documents) from their
               obligations under the Subsidiary Guaranty; (ii) amends, modifies
               or waives any provision of this subsection 10.6; (iii) reduces
               the percentage specified in the definition of "REQUISITE LENDERS"
               or "REQUISITE CLASS LENDERS" (it being

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               understood that, with the consent of Requisite Lenders,
               additional extensions of credit (within an existing Class or a
               new Class) pursuant to this Agreement may be included in the
               determination of Requisite Lenders and Requisite Class Lenders on
               substantially the same basis as the extensions of Term Loans and
               Revolving Loan Commitments are included on the Closing Date); and
               (iv) consents to the assignment or transfer by Company of any of
               its rights and obligations under this Agreement or any other Loan
               Document shall be effective only if evidenced in a prior writing
               signed by or on behalf of all Lenders.

               In addition, (i) no amendment, modification, termination or
waiver which shall increase the Commitment of any Lender over the amount then in
effect or postpone the scheduled date of expiration of the Commitment of any
Lender shall be effective without the prior written consent of such Lender (it
being understood that, waivers or modifications of conditions precedent,
covenants, Potential Events of Default or Events of Default or of a mandatory
reduction in the Commitments shall not constitute an increase of the Commitment
of any Lender and that an increase in the available portion of the Commitment of
any Lender shall not constitute an increase in the Commitment of such Lender),
(ii) no amendment, modification, termination or waiver of any provision of
subsection 2.1A(iii) or of any other provision of this Agreement relating to the
Swing Line Loan Commitment or the Swing Line Loans shall be effective without
the written concurrence of Swing Line Lender, (iii) no amendment, modification,
termination or waiver of any provision of Section 9 or of any other provision of
this Agreement which, by its terms, expressly requires the approval or
concurrence of Administrative Agent shall be effective without the written
concurrence of Administrative Agent, (iv) no amendment, modification,
termination or waiver of any provision of subsection 2.4 which has the effect of
reducing or postponing any interim scheduled payments, voluntary or mandatory
prepayments, or Commitment reductions applicable to a Class in a manner that
disproportionately disadvantages such Class relative to any other Class shall be
effective without the written concurrence of Requisite Class Lenders of such
affected Class; PROVIDED that any change to the stated amount or specified date
of scheduled amortization payments set forth in subsection 2.4A shall not be
effective without the written concurrence of all Lenders of such affected Class
(it being understood and agreed that any amendment, modification, termination or
waiver of any such provision which only postpones or reduces any interim
scheduled payment, voluntary or mandatory prepayment, or Commitment reduction
from those set forth in subsection 2.4 with respect to one Class but not the
other Class shall be deemed to disproportionately disadvantage such one Class
but not to disproportionately disadvantage any such other Class for purposes of
this clause (iv)), and (v) no amendment, modification, termination or waiver of
any provision of Section 3 or other provisions in this Agreement relating to
Letters of Credit or Issuing Lender shall be effective without the written
concurrence of Issuing Lender which has a Letter of Credit then outstanding or
which has not been reimbursed for a drawing under a Letter of Credit issued by
it.

               B.     Administrative Agent may, but shall have no obligation to,
with the concurrence of any Lender, execute amendments, modifications, waivers
or consents on behalf of that Lender. Any waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it was
given. No notice to or demand on Company in any case shall

                                       126
<Page>

entitle Company to any other or further notice or demand in similar or other
circumstances. Any amendment, modification, termination, waiver or consent
effected in accordance with this subsection 10.6 shall be binding upon each
Lender at the time outstanding, each future Lender and, if signed by Company, on
Company.

               10.7   INDEPENDENCE OF COVENANTS.

               All covenants under Section 7 shall be given independent effect
so that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or would
otherwise be within the limitations of, another covenant shall not avoid the
occurrence of an Event of Default or Potential Event of Default if such action
is taken or condition exists; PROVIDED that if there are multiple exceptions to
any one covenant, a particular action or condition not permitted by one
exception to such covenant, may be permitted by another exception to such
covenant without the occurrence of an Event of Default or Potential Event of
Default.

               10.8   NOTICES; EFFECTIVENESS OF SIGNATURES.

               Unless otherwise specifically provided herein, any notice or
other communication herein required or permitted to be given shall be in writing
and may be personally served, or sent by telefacsimile or United States mail or
courier service and shall be deemed to have been given when delivered in person
or by courier service, upon receipt of telefacsimile in complete and legible
form, or three Business Days after depositing it in the United States mail with
postage prepaid and properly addressed; PROVIDED that notices to Administrative
Agent, Swing Line Lender and any Issuing Lender shall not be effective until
received. For the purposes hereof, the address of each party hereto shall be as
set forth under such party's name on the signature pages hereof or (i) as to
Company and Administrative Agent, such other address as shall be designated by
such Person in a written notice delivered to the other parties hereto and (ii)
as to each other party, such other address as shall be designated by such party
in a written notice delivered to Administrative Agent. Electronic mail and
Internet and intranet websites may be used to distribute routine communications,
such as financial statements and other information, and to distribute agreements
and other documents to be signed by Administrative Agent, Lenders and the Loan
Parties. Administrative Agent or Company may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it, PROVIDED that approval of such procedures
may be limited to particular notices or communications.

               Loan Documents and notices under the Loan Documents may be
transmitted and/or signed by telefacsimile and by signatures delivered in `PDF'
format by electronic mail; PROVIDED, HOWEVER, that no signature with respect to
any notice, request, agreement, waiver, amendment or other document that is
intended to have binding effect may be sent by electronic mail. The
effectiveness of any such documents and signatures shall, subject to applicable
law, have the same force and effect as an original copy with manual signatures
and shall be binding on all Loan Parties, Agents and Lenders. Administrative
Agent may also require that any such documents and signature be confirmed by a
manually-signed copy thereof; PROVIDED, HOWEVER,

                                       127
<Page>

that the failure to request or deliver any such manually-signed copy shall not
affect the effectiveness of any facsimile document or signature.

               10.9   SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

               A.     All representations, warranties and agreements made herein
shall survive the execution and delivery of this Agreement and the making of the
Loans and the issuance of the Letters of Credit hereunder.

               B.     Notwithstanding anything in this Agreement or implied by
law to the contrary, the agreements of Company set forth in subsections 2.6D,
2.7, 10.2, 10.3, 10.4, 10.17 and 10.18 and the agreements of Lenders set forth
in subsections 9.2C, 9.4, 10.5 and 10.18 shall survive the payment of the Loans,
the cancellation or expiration of the Letters of Credit and the reimbursement of
any amounts drawn thereunder, and the termination of this Agreement.

               10.10  FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.

               No failure or delay on the part of Administrative Agent or any
Lender in the exercise of any power, right or privilege hereunder or under any
other Loan Document shall impair such power, right or privilege or be construed
to be a waiver of any default or acquiescence therein, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other power, right or privilege. All rights and
remedies existing under this Agreement and the other Loan Documents are
cumulative to, and not exclusive of, any rights or remedies otherwise available.

               10.11  MARSHALLING; PAYMENTS SET ASIDE.

               Neither Administrative Agent nor any Lender shall be under any
obligation to marshal any assets in favor of Company or any other party or
against or in payment of any or all of the Obligations. To the extent that
Company makes a payment or payments to Administrative Agent or Lenders (or to
Administrative Agent for the benefit of Lenders), or Agents or Lenders enforce
any security interests or exercise their rights of setoff, and such payment or
payments or the proceeds of such enforcement or setoff or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, any other state or federal law, common law or any equitable
cause (and whether as a result of any demand, settlement, litigation or
otherwise), then, to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied, and all Liens, rights and remedies therefor
or related thereto, shall be revived and continued in full force and effect as
if such payment or payments had not been made or such enforcement or setoff had
not occurred.

               10.12  SEVERABILITY.

               In case any provision in or obligation under this Agreement or
the Notes shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the

                                       128
<Page>

remaining provisions or obligations, or of such provision or obligation in any
other jurisdiction, shall not in any way be affected or impaired thereby.

               10.13  OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS'
                      RIGHTS; DAMAGE WAIVER.

               The obligations of Lenders hereunder are several and no Lender
shall be responsible for the obligations or Commitments of any other Lender
hereunder. Nothing contained herein or in any other Loan Document, and no action
taken by Lenders pursuant hereto or thereto, shall be deemed to constitute
Lenders, or Lenders and Company, as a partnership, an association, a Joint
Venture or any other kind of entity. The amounts payable at any time hereunder
to each Lender shall be a separate and independent debt, and each Lender shall
be entitled to protect and enforce its rights arising out of this Agreement and
it shall not be necessary for any other Lender to be joined as an additional
party in any proceeding for such purpose.

               To the extent permitted by law, Company shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with or as a result of this
Agreement (including, without limitation, subsection 2.1C hereof), any other
Loan Document, any transaction contemplated by the Loan Documents, any Loan or
the use of proceeds thereof. No Indemnitee shall be liable for any damages
arising from the use by unintended recipients of any information or other
materials distributed by it through telecommunications, electronic or other
information transmission systems in connection with the Loan Documents or the
transactions contemplated thereby, except to the extent of such Indemnitee's
gross negligence or willful misconduct as determined by a final judgment of a
court of competent jurisdiction.

               10.14  RELEASE OF SECURITY INTEREST OR GUARANTY.

               Upon the proposed sale or other disposition of any Collateral to
any Person (other than an Affiliate of Company) that is permitted by this
Agreement or to which Requisite Lenders have otherwise consented, or the sale or
other disposition of all of the Capital Stock of a Subsidiary Guarantor to any
Person (other than an Affiliate of Company) that is permitted by this Agreement
or to which Requisite Lenders have otherwise consented, for which a Loan Party
desires to obtain a security interest release or a release of the Subsidiary
Guaranty from Administrative Agent, such Loan Party shall deliver an Officer's
Certificate (i) stating that the Collateral or the Capital Stock subject to such
disposition is being sold or otherwise disposed of in compliance with the terms
hereof and (ii) specifying the Collateral or Capital Stock being sold or
otherwise disposed of in the proposed transaction. Upon the receipt of such
Officer's Certificate, Administrative Agent shall, at such Loan Party's expense,
so long as Administrative Agent (a) has no reason to believe that the facts
stated in such Officer's Certificate are not true and correct and (b), if the
sale or other disposition of such item of Collateral or Capital Stock
constitutes an Asset Sale, shall have received evidence satisfactory to it that
arrangements satisfactory to it have been made for delivery of the Net Asset
Sale Proceeds if and as required

                                       129
<Page>

by subsection 2.4, execute and deliver such releases of its security interest in
such Collateral or such Subsidiary Guaranty, as may be reasonably requested by
such Loan Party.

               10.15  APPLICABLE LAW.

               THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH IN ANY SUCH LOAN DOCUMENT), AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT
WOULD REQUIRE APPLICATION OF ANOTHER LAW.

               10.16  CONSTRUCTION OF AGREEMENT; NATURE OF RELATIONSHIP.

               Each of the parties hereto acknowledges that (i) it has been
represented by counsel in the negotiation and documentation of the terms of this
Agreement, (ii) it has had full and fair opportunity to review and revise the
terms of this Agreement, (iii) this Agreement has been drafted jointly by all of
the parties hereto, and (iv) neither Administrative Agent nor any Lender has any
fiduciary relationship with or duty to Company arising out of or in connection
with this Agreement or any of the other Loan Documents, and the relationship
between Agents and Lenders, on one hand, and Company, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor.
Accordingly, each of the parties hereto acknowledges and agrees that the terms
of this Agreement shall not be construed against or in favor of another party.

               10.17  CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

               ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS
HEREUNDER AND THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING
AND DELIVERING THIS AGREEMENT, COMPANY, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, IRREVOCABLY

               (I)    ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE
     JURISDICTION AND VENUE OF SUCH COURTS;

               (II)   WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

               (III)  AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING
     IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR

                                       130
<Page>

     CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO COMPANY AT ITS ADDRESS
     PROVIDED IN ACCORDANCE WITH SUBSECTION 10.8;

               (IV)   AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS
     SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER COMPANY IN ANY SUCH
     PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
     BINDING SERVICE IN EVERY RESPECT;

               (V)    AGREES THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN
     ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST COMPANY
     IN THE COURTS OF ANY OTHER JURISDICTION; AND

               (VI)   AGREES THAT THE PROVISIONS OF THIS SUBSECTION 10.17
     RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO THE
     FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION
     5-1402 OR OTHERWISE.

               10.18  WAIVER OF JURY TRIAL.

               EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver
is intended to be all-encompassing of any and all disputes that may be filed in
any court and that relate to the subject matter of this transaction, including
contract claims, tort claims, breach of duty claims and all other common law and
statutory claims. Each party hereto acknowledges that this waiver is a material
inducement to enter into a business relationship that each has already relied on
this waiver in entering into this Agreement, and that each will continue to rely
on this waiver in their related future dealings. Each party hereto further
warrants and represents that it has reviewed this waiver with its legal counsel
and that it knowingly and voluntarily waives its jury trial rights following
consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN
WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION 10.18 AND EXECUTED BY EACH OF
THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS
MADE HEREUNDER. In the event of litigation, this Agreement may be filed as a
written consent to a trial by the court.

                                       131
<Page>

               10.19  CONFIDENTIALITY.

               Each Lender shall hold all non-public information obtained
pursuant to the requirements of this Agreement that has been identified in
writing as confidential by Company in accordance with such Lender's customary
procedures for handling confidential information of this nature, it being
understood and agreed by Company that in any event a Lender may make disclosures
(a) to its and its Affiliates' directors, officers, employees and agents,
including accountants, legal counsel and other advisors solely in connection
with such Lender's rights and obligations hereunder and under the other Loan
Documents and not for unrelated purposes (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of
such information and instructed to keep such information confidential), (b) to
the extent requested by any Government Authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) subject to a written agreement
containing provisions substantially the same as those of this subsection 10.18,
to (i) any Eligible Assignee of or participant in, or any prospective Eligible
Assignee of or Participant in, any of its rights or obligations under this
Agreement or (ii) any direct or indirect contractual counterparty or prospective
counterparty (or such contractual counterparty's or prospective counterparty's
professional advisor) to any credit derivative transaction relating to
obligations of Company, (g) with the consent of Company, (h) to the extent such
information (i) becomes publicly available other than as a result of a breach of
this subsection 10.18 or (ii) becomes available to Administrative Agent or any
Lender on a nonconfidential basis from a source other than Company, (i) to the
National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's or its Affiliates' investment portfolio in
connection with ratings issued with respect to such Lender or its Affiliates or
(j) to the extent that such disclosure relates to the tax treatment or tax
structure of the transactions contemplated by this Agreement; PROVIDED that,
unless specifically prohibited by applicable law or court order, each Lender
shall notify Company of any request by any Government Authority or
representative thereof (other than any such request in connection with any
examination of the financial condition or other routine examinations or
inquiries of such Lender by such Government Authority) for disclosure of any
such non-public information prior to disclosure of such information; and
PROVIDED, FURTHER that in no event shall any Lender be obligated or required to
return any materials furnished by Company or any of its Subsidiaries. In
addition, Administrative Agent and Lenders may disclose the existence of this
Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry, and service providers to
Administrative Agent and Lenders, and Administrative Agent or any of its
Affiliates may place customary "tombstone" advertisements (which may include any
of Company's or its Subsidiaries' trade names or corporate logos) in
publications of its choice (including without limitation "e-tombstones"
published or otherwise circulated in electronic form and related hyperlinks to
any of Company's or its Subsidiaries' corporate websites) at its own expense.

                                       132
<Page>

               10.20  USA PATRIOT ACT.

               Each Lender hereby notifies Company that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the "ACT"), it is required to obtain, verify and record
information that identifies Loan Parties, which information includes the name
and address of each Loan Party and other information that will allow such Lender
to identify such Loan Party in accordance with the Act.

               10.21  COUNTERPARTS; EFFECTIVENESS.

               This Agreement and any amendments, waivers, consents or
supplements hereto or in connection herewith may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Agreement shall become effective upon the execution of a
counterpart hereof by each of the parties hereto.

                [**Remainder of page intentionally left blank**]

                                       133
<Page>

               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

                                       S-1
<Page>

               COMPANY:         CLAYTON HOLDINGS, INC.


                                By: /s/ Frederick C. Herbst
                                   ----------------------------------
                                     Name: Frederick C. Herbst
                                     Title: Chief Financial Officer


                                Notice Address:

                                      2 Corporate Drive
                                      Shelton, Connecticut 06484


                                       S-2
<Page>

               LENDERS:

                                BNP PARIBAS,
                                individually and as Administrative Agent


                                By: /s/ Amy Kirschner
                                   ----------------------------------------
                                     Name: Amy Kirschner
                                     Title: Director


                                Notice Address:

                                      787 Seventh Avenue, 32nd Floor
                                      New York, NY 10019


                                       S-3

<Page>

                                JPMORGAN CHASE BANK, N.A.


                                By: /s/ Eugene J. Ward
                                   ----------------------------------
                                     Name: Eugene J. Ward
                                     Title: Vice President


                                Notice Address:

                                      1166 Avenue of the Americas
                                      26th Floor
                                      New York, NY 10036


                                       S-4
<Page>

                                  SCHEDULE 2.1

               REVOLVING LENDERS' COMMITMENTS AND PRO RATA SHARES

<Table>
<Caption>
                                        Revolving      Pro Rata
                                          Loan        Share (Re:
                 Lender                Commitment    Rev. Loans)
                 ------                ----------    -----------
     <S>                              <C>            <C>
     BNP Paribas                      $ 25,000,000   62.500000000%
     JPMorgan Chase Bank, N.A.        $ 15,000,000   37.500000000%

                 TOTAL                $ 40,000,000            100%
</Table>

                                  Schedule 2.1
<Page>

                                  SCHEDULE 5.1

                             SUBSIDIARIES OF COMPANY

<Table>
<Caption>
                                                  Ownership
                  Jurisdiction of    Direct       By (Each)
       Entity      Organization     Parent(s)   Direct Parent
       ------      ------------     ---------   -------------
       <S>        <C>               <C>         <C>
                                                            %
</Table>

                                   Schedule-2