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                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                           DATED AS OF OCTOBER 3, 2005

                                      AMONG

                                 RES-CARE, INC.,

                  THE LENDERS FROM TIME TO TIME PARTIES HERETO

         JPMORGAN CHASE BANK, N.A. (SUCCESSOR BY MERGER TO BANK ONE, NA
                             (MAIN OFFICE CHICAGO)),
                             AS ADMINISTRATIVE AGENT

                         NATIONAL CITY BANK OF KENTUCKY
                              AS SYNDICATION AGENT

                                       AND

                    GENERAL ELECTRIC CAPITAL CORPORATION AND
                         U.S. BANK NATIONAL ASSOCIATION
                             AS DOCUMENTATION AGENTS

                                   ----------

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

                                  ----------

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
ARTICLE I DEFINITIONS......................................................    1
   1.1.     Certain Defined Terms..........................................    1
   1.2.     Plural Forms...................................................   22
   1.3.     Amendment and Restatement of Previous Credit Agreement.........   22

ARTICLE II THE CREDITS.....................................................   23
   2.1.     Revolving Loan Commitments.....................................   23
   2.2.     Required Payments; Termination.................................   24
   2.3.     Ratable Loans; Types of Advances...............................   24
   2.4.     Swing Line Loans...............................................   24
   2.5.     Commitment Fee; Aggregate Revolving Loan Commitment............   26
   2.6.     Minimum Amount of Each Advance.................................   29
   2.7.     Optional Principal Payments....................................   29
   2.8.     Method of Selecting Types and Interest Periods for New
            Advances.......................................................   29
   2.9.     Conversion and Continuation of Outstanding Advances; No
            Conversion or Continuation of Eurodollar Advances After
            Default........................................................   30
   2.10.    Changes in Interest Rate, etc..................................   31
   2.11.    Rates Applicable After Default.................................   31
   2.12.    Method of Payment..............................................   31
   2.13.    Noteless Agreement; Evidence of Indebtedness...................   32
   2.14.    Telephonic Notices.............................................   33
   2.15.    Interest Payment Dates; Interest and Fee Basis.................   33
   2.16.    Notification of Advances, Interest Rates, Prepayments and
            Revolving Loan Commitment Reductions; Availability of Loans....   33
   2.17.    Lending Installations..........................................   34
   2.18.    Non-Receipt of Funds by the Administrative Agent...............   34
   2.19.    Replacement of Lender..........................................   34
   2.20.    Facility LCs...................................................   35

ARTICLE III YIELD PROTECTION; TAXES........................................   40
   3.1.     Yield Protection...............................................   40
   3.2.     Changes in Capital Adequacy Regulations........................   41
   3.3.     Availability of Types of Advances..............................   41
   3.4.     Funding Indemnification........................................   41
   3.5.     Taxes..........................................................   42
   3.6.     Lender Statements; Survival of Indemnity.......................   44
   3.7.     Alternative Lending Installation...............................   44

ARTICLE IV CONDITIONS PRECEDENT............................................   44
   4.1.     Initial Credit Extension.......................................   44
   4.2.     Each Credit Extension..........................................   47
</TABLE>


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

ARTICLE VI COVENANTS.......................................................   51
   6.1.     Financial Reporting............................................   51
   6.2.     Use of Proceeds................................................   53
   6.3.     Notice of Default..............................................   53
   6.4.     Conduct of Business............................................   53
   6.5.     Taxes..........................................................   53
   6.6.     Insurance......................................................   54
   6.7.     Compliance with Laws...........................................   54
   6.8.     Maintenance of Properties......................................   54
   6.9.     Inspection; Keeping of Books and Records.......................   54
   6.10.    Restricted Payments............................................   55
   6.11.    Merger or Dissolution..........................................   55
   6.12.    Sale of Assets.................................................   55
   6.13.    Investments and Acquisitions...................................   56
   6.14.    Indebtedness...................................................   58
   6.15.    Liens..........................................................   59
   6.16.    Affiliates.....................................................   61
   6.17.    Financial Contracts............................................   61
   6.18.    Subsidiary Covenants...........................................   61
   6.19.    Contingent Obligations.........................................   62
   6.20.    Amendments to Subordinated Note Documents......................   62
   6.21.    Leverage Ratio.................................................   63
</TABLE>


                                       ii

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<TABLE>
<S>                                                                           <C>
   6.22.    Interest Coverage Ratio........................................   63
   6.23.    Minimum Consolidated Net Worth.................................   64
   6.24.    Capital Expenditures...........................................   64
   6.25.    Rentals........................................................   64
   6.26.    Guarantors.....................................................   64
   6.27.    Collateral.....................................................   65
   6.28.    Sale and Leaseback Transactions................................   65
   6.29.    Modifications to the Management Agreement......................   65
   6.30.    Insurance and Condemnation Proceeds............................   66

ARTICLE VII DEFAULTS.......................................................   66

ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES................   69
   8.1.     Acceleration...................................................   69
   8.2.     Amendments.....................................................   70
   8.3.     Preservation of Rights.........................................   71

ARTICLE IX GENERAL PROVISIONS..............................................   71
   9.1.     Survival of Representations....................................   71
   9.2.     Governmental Regulation........................................   71
   9.3.     Headings.......................................................   71
   9.4.     Entire Agreement...............................................   71
   9.5.     Several Obligations; Benefits of this Agreement................   72
   9.6.     Expenses; Indemnification......................................   72
   9.7.     Numbers of Documents...........................................   73
   9.8.     Accounting.....................................................   73
   9.9.     Severability of Provisions.....................................   73
   9.10.    Nonliability of Lenders........................................   73
   9.11.    Confidentiality................................................   74
   9.12.    Lenders Not Utilizing Plan Assets..............................   74
   9.13.    Nonreliance....................................................   74
   9.14.    Disclosure.....................................................   75
   9.15.    Performance of Obligations.....................................   75
   9.16.    USA Patriot Act Notification...................................   75

ARTICLE X THE ADMINISTRATIVE AGENT.........................................   76
   10.1.    Appointment; Nature of Relationship............................   76
   10.2.    Powers.........................................................   76
   10.3.    General Immunity...............................................   76
   10.4.    No Responsibility for Loans, Recitals, etc.....................   77
   10.5.    Action on Instructions of Lenders..............................   77
   10.6.    Employment of Agents and Counsel...............................   77
   10.7.    Reliance on Documents; Counsel.................................   77
   10.8.    Administrative Agent's Reimbursement and Indemnification.......   78
   10.9.    Notice of Default..............................................   78
</TABLE>


                                       iii

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<TABLE>
<S>                                                                           <C>
   10.10.   Rights as a Lender.............................................   78
   10.11.   Lender Credit Decision.........................................   79
   10.12.   Successor Administrative Agent.................................   79
   10.13.   Administrative Agent and Arranger Fees.........................   80
   10.14.   Delegation to Affiliates.......................................   80
   10.15.   Co-Agents, Documentation Agents, Syndication Agent, etc........   80
   10.16.   Collateral Documents...........................................   80

ARTICLE XI SETOFF; RATABLE PAYMENTS........................................   81
   11.1.    Setoff.........................................................   81
   11.2.    Ratable Payments...............................................   81

ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS..............   82
   12.1.    Successors and Assigns.........................................   82
   12.2.    Participations.................................................   82
   12.3.    Assignments....................................................   83
   12.4.    Dissemination of Information...................................   85
   12.5.    Tax Treatment..................................................   85

ARTICLE XIII NOTICES.......................................................   85
   13.1.    Notices; Effectiveness; Electronic Communication...............   85
   13.2.    Change of Address, Etc.........................................   86

ARTICLE XIV COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC
   EXECUTION...............................................................   86
   14.1.    Counterparts; Effectiveness....................................   86
   14.2.    Electronic Execution of Assignments............................   87

ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL....   87
</TABLE>


                                       iv

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                                    SCHEDULES

Commitment Schedule

Pricing Schedule

Schedule 1.1    - Cash Equivalent Investments
Schedule 4.1.1  - Omitted Governmental Certificates
Schedule 5.8    - Subsidiaries
Schedule 5.12   - Material Agreements
Schedule 6.12.4 - Contemplated Dispositions of Assets
Schedule 6.13.2 - Existing Investments
Schedule 6.13.7 - Contemplated Investments
Schedule 6.13.8 - Existing Advances and Loans to Employees, etc.
Schedule 6.14.2 - Existing Indebtedness
Schedule 6.14.4 - Contemplated Indebtedness
Schedule 6.15.5 - Existing Liens and Contemplated Liens
Schedule 6.18   - Contemplated Restrictions
Schedule 6.27   - Mortgaged Properties
Schedule 6.28   - Contemplated Sale and Leaseback Transactions

                                    EXHIBITS

Exhibit A - Form of Borrower's Counsel's Opinion
Exhibit B - Form of Compliance Certificate
Exhibit C - Form of Assignment and Assumption Agreement
Exhibit D - Form of Loan/Credit Related Money Transfer Instruction
Exhibit E - Form of Promissory Note for Revolving Loan (if requested)


                                        i

<PAGE>

Exhibit F - Officer's Certificate
Exhibit G - List of Closing Documents
Exhibit H - Form of Commitment and Acceptance


                                       ii

<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

     This Amended and Restated Credit Agreement, dated as of October 3, 2005, is
entered into by and among Res-Care, Inc., a Kentucky corporation, the Lenders,
the Departing Lenders, the LC Issuer, JPMorgan Chase Bank, N.A. (successor by
merger to Bank One, NA (Main Office Chicago)), a national banking association,
as Administrative Agent, National City Bank of Kentucky as Syndication Agent and
General Electric Capital Corporation and U.S. Bank National Association as
Documentation Agents to amend and restate the Previous Credit Agreement, which
is hereby amended and restated in its entirety.

     WHEREAS, the Borrower has requested, and the Administrative Agent, the
Departing Lenders and the Lenders have agreed, to amend the Previous Credit
Agreement;

     WHEREAS, the Borrower, the Lenders, the Departing Lenders and the
Administrative Agent have agreed (a) to enter into this Agreement in order to
(i) amend and restate the Previous Credit Agreement in its entirety; (ii)
re-evidence the Obligations, which shall be repayable in accordance with the
terms of this Agreement; and (iii) set forth the terms and conditions under
which the Lenders will, from time to time, make loans and extend other financial
accommodations to or for the benefit of the Borrower and (b) that each Departing
Lender shall cease to be a party to the Previous Credit Agreement, as evidenced
by its execution and delivery of its Departing Lender Signature Page; and

     WHEREAS, it is the intention of the parties to this Agreement that this
Agreement not constitute a novation and that, from and after the Closing Date,
the Previous Credit Agreement shall be amended and restated hereby and all
references herein to "hereunder," "hereof," or words of like import and all
references in any other Loan Document to the "Credit Agreement" or words of like
import shall mean and be a reference to the Previous Credit Agreement as amended
and restated hereby (and any section references to the Previous Credit Agreement
shall refer to the applicable equivalent provision set forth herein although the
section number thereof may have changed);

     NOW, THEREFORE, in consideration of the terms and conditions contained
herein, and of any loans or extensions of credit heretofore, now or hereafter
made to or for the benefit of the Borrower by the Lenders and the Administrative
Agent, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

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

     "Accounting Changes" is defined in Section 9.8 hereof.

     "Acquisition" means any transaction, or any series of related transactions,
consummated on or after the Closing Date, by which the Borrower or any of its
Subsidiaries (i) acquires any going business or all or substantially all of the
assets of any firm, corporation or limited liability company, or division
thereof, whether through purchase of assets, merger or otherwise or (ii)
directly or indirectly acquires (in one transaction or as the most recent
transaction in a series of

<PAGE>

transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency) or a majority (by percentage of voting power) of the outstanding
ownership interests of a partnership or limited liability company of any Person.

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

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

     "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person possesses,
directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of
voting securities, by contract or otherwise.

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

     "Aggregate Revolving Loan Commitment" means the aggregate of the Revolving
Loan Commitments of all the Lenders, as may be increased or reduced from time to
time pursuant to the terms hereof. The initial Aggregate Revolving Loan
Commitment is One Hundred Seventy Five Million and 00/100 Dollars
($175,000,000).

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

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

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

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

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


                                        2

<PAGE>

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

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

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

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

     "Asset Sale" means, with respect to the Borrower or any Subsidiary, the
sale, lease, conveyance, disposition or other transfer by such Person of any of
its assets (including by way of a sale-leaseback transaction, and including the
sale or other transfer of any of the capital stock or other equity interests of
any Subsidiary of such Person) with a book value in excess of $1,000,000 to any
Person other than the Borrower or any of its wholly-owned Subsidiaries other
than (i) the sale of inventory in the ordinary course of business, (ii) the sale
or other disposition of any obsolete, excess, damaged or worn-out Equipment
disposed of in the ordinary course of business, (iii) leases of assets in the
ordinary course of business consistent with past practice and (iv) transfers
consisting of Restricted Payments permitted under Section 6.10, Investments
permitted under Section 6.13 and Liens permitted under Section 6.15.

     "Assignment Agreement" is defined in Section 12.3.1.

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

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

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

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

     "Borrowing Notice" is defined in Section 2.8.

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


                                        3

<PAGE>

Saturday or Sunday) on which banks generally are open in Chicago, Illinois for
the conduct of substantially all of their commercial lending activities and
interbank wire transfers can be made on the Fedwire system.

     "Buying Lender" is defined in Section 2.5.3(ii).

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

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

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

     "Cash Equivalent Investments" means the investments described in the
investment policy attached as Schedule 1.1 hereto, as such policy may be
subsequently amended, subject to the approval of the Administrative Agent.

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

     "Closing Date" means October 3, 2005.

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

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

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


                                        4

<PAGE>

     "Collateral Shortfall Amount" is defined in Section 8.1.

     "Commitment and Acceptance" is defined in Section 2.5.3(i).

     "Commitment Fee" is defined in Section 2.5.1.

     "Commitment Increase Notice" is defined in Section 2.5.3(i).

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

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

     "Consolidated EBITDA" means Consolidated Net Income plus, to the extent
deducted from revenues in determining Consolidated Net Income, (i) Consolidated
Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation,
(iv) amortization and (v) to the extent reasonably approved by the
Administrative Agent, any extraordinary non-cash or nonrecurring non-cash
charges or losses incurred other than in the ordinary course of business
including but not limited to losses resulting from redemptions or repayments of
Indebtedness (including without limitation in connection with the Refinancing or
losses incurred in connection with the execution and delivery of this Agreement
and the consummation of the transactions contemplated herein), minus, to the
extent included in Consolidated Net Income, (a) interest income and (b) any
extraordinary non-cash or nonrecurring non-cash gains realized other than in the
ordinary course of business, including but not limited to gains resulting from
redemptions of Indebtedness, all calculated for the Borrower and its
Subsidiaries on a consolidated basis. For purposes of determining Consolidated
EBITDA, any non-cash income associated with the write-up of goodwill pursuant to
FASB no. 142 shall be subtracted from Consolidated Net Income and any non-cash
expense associated with the write-down of goodwill pursuant to FASB no. 142
shall be added back to Consolidated Net Income. Notwithstanding anything herein,
in any financial statements of the Borrower or in Agreement Accounting
Principles to the contrary, for purposes of calculating Consolidated EBITDA, any
Permitted Acquisition with a Purchase Price in excess of $2,000,000 and
consummated during the period for which such Consolidated EBITDA was calculated
shall be deemed to have occurred on the first day of the relevant period for
which such Consolidated EBITDA was calculated on a pro forma basis reasonably
acceptable to the Administrative Agent, but without giving effect to any
projected cost savings or synergies resulting from such Permitted Acquisition.

     "Consolidated Funded Indebtedness" means, at any time, with respect to any
Person, the sum of, without duplication, (i) the aggregate Dollar amount of
Consolidated Indebtedness owing by such Person or for which such Person is
liable which has actually been funded and is outstanding at such time, whether
or not such amount is due or payable at such time, plus (ii) the aggregate
stated or face amount of all Letters of Credit at such time for which such
Person is the account party or is otherwise liable plus (iii) the aggregate
amount of Capitalized Lease Obligations owing by such Person or for which such
Person is otherwise liable, plus (iv) the aggregate of all amounts (to the
extent aggregating in excess of $1,000,000) owing by such


                                        5

<PAGE>

Person or for which such Person is otherwise liable with respect to final and
non-appealable judgments or settlements arising in connection with trials,
arbitrations, mediations, litigation or other forums for dispute resolution.

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

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

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

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

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

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

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

     "Continuing Director" means, with respect to any Person as of any date of
determination, any member of the board of directors of such Person who (i) was a
member of such board of directors on the Closing Date, (ii) was nominated for
election or elected to such board of directors with the approval of the holders
of the Borrower's Series A convertible preferred stock, or (iii) was nominated
for election or elected to such board of directors with the approval of the
required majority of the Continuing Directors who were members of such board at
the time of such nomination or election; provided that any individual who is so
elected or nominated in connection with a merger, consolidation, acquisition or
similar transaction shall not be a Continuing Director unless such individual
was a Continuing Director prior thereto or such individual was elected in
connection with a Permitted Acquisition or any other acquisition consented to
hereunder.


                                        6

<PAGE>

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

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

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

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

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

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

     "Default" means an event described in Article VII.

     "Departing Lender" means each lender under the Previous Credit Agreement
that executes and delivers to the Administrative Agent a Departing Lender
Signature Page.

     "Departing Lender Signature Page" means each signature page to this
Agreement on which it is indicated that the Departing Lender executing the same
shall cease to be a party to the Previous Credit Agreement on the Closing Date.

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

     "Documentation Agents" means each of General Electric Capital Corporation
and U.S. Bank National Association in its capacity as documentation agent for
the credit transaction evidenced by this Agreement.

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

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


                                        7

<PAGE>

     "Effective Commitment Amount" is defined in Section 2.5.3(i).

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

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

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

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

     "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the rate per annum equal to the applicable British
Bankers' Association LIBOR rate for deposits in Dollars as reported on Page 3750
of the Dow Jones Market Service or, if such service is not available, by any
other generally recognized financial information service as of 11:00 a.m.
(London time) two (2) Business Days prior to the first day of such Interest
Period, and having a maturity equal to such Interest Period, provided that, if
no such British Bankers' Association LIBOR rate is available to the
Administrative Agent, the applicable Eurodollar Base Rate for the relevant
Interest Period shall instead be the rate determined by the Administrative Agent
to be the rate at which JPMorgan or one of its affiliate banks offers to place
deposits in Dollars with first-class banks in the London interbank market at
approximately 11:00 a.m. (London time) two (2) Business Days prior to the first
day of such Interest Period, in the approximate amount of JPMorgan's relevant
Eurodollar Loan and having a maturity equal to such Interest Period.

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

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


                                        8

<PAGE>

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

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

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

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

     "Facility LC" is defined in Section 2.20.1.

     "Facility LC Application" is defined in Section 2.20.3.

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

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

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

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

     "Financing" means, with respect to any Person, (i) the issuance or sale by
such Person of any equity interests in such Person other than (A) the issuance
of any stock options or restricted stock grants in consideration for services or
the issuance of stock by such Person pursuant to the exercise of any option
granted in consideration for services, (B) the conversion of the Preferred Stock
into common stock of the Borrower and (C) the issuance of any equity by a
Subsidiary


                                        9

<PAGE>

which is not a Wholly-Owned Subsidiary to the holder of its equity pursuant to
the transactions contemplated by Schedule 6.18, or (ii) the issuance or sale by
such Person of any Indebtedness other than Indebtedness permitted under Sections
6.14.1 through 6.14.13; provided, however, that the foregoing clause (ii) shall
not permit the incurrence by the Borrower or any Subsidiary of any Indebtedness
if such incurrence is not otherwise permitted by Section 6.14.

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

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

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

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

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

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

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

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

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

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

     "Healthcare Event" means the occurrence of any of the following with
respect to any one or more Facilities which results in a Material Adverse
Effect: (i) the revocation, denial, suspension or non-renewal of any license,
certificate or permit required to operate Facilities (other than Facilities
managed by the Borrower or any Subsidiary of the Borrower on behalf of a Person
other than the Borrower or any Subsidiary thereof), with any appeal having been
taken


                                       10

<PAGE>

and denied, provided that, during any such appeal period the Facility at issue
is able to operate; (ii) the termination or suspension of the provider
agreements under Medicare Law or Medicaid Law or any other agreement or contract
with any Official Body or private payor with respect to Facilities (other than
Facilities managed by the Borrower or any Subsidiary of the Borrower on behalf
of a Person other than the Borrower or Subsidiary thereof); (iii) the
involuntary receivership or involuntary management by any applicable Official
Body of Facilities (other than Facilities managed by the Borrower or any
Subsidiary of a Borrower on behalf of a Person other than the Borrower or any
Subsidiary thereof); (iv) the imposition by any applicable Official Body with
respect to Facilities (other than Facilities managed by the Borrower or any
Subsidiary of a Borrower on behalf of a Person other than the Borrower or any
Subsidiary thereof) of administrative holds or similar restrictions or
limitations on the admission of patients or residents (but only for so long as
such holds, restrictions or limitations shall be in effect); (v) the
interruption or cessation of payments or reimbursement by any applicable
Official Body or private payor, with respect to Facilities (other than
Facilities managed by the Borrower or any Subsidiary of the Borrower on behalf
of a Person other than the Borrower or any Subsidiary thereof), but only for so
long as such interruption or cessation is in effect; (vi) the cash payment in
any fiscal year by any one or more of the Borrower or any of its Subsidiaries of
any recoupment or demand for recoupment by any applicable Official Body or (vii)
the inability of the Borrower or any Subsidiary thereof to obtain adequate
professional liability insurance, as determined by the Administrative Agent in
its reasonable discretion.

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

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

     "Indebtedness" of a Person means, at any time, without duplication, such
Person's (excluding in all cases accounts payable and accrued expenses arising
in the ordinary course of such Person's business) (i) obligations for borrowed
money, (ii) obligations representing the deferred purchase price of Property or
services, (iii) obligations, whether or not assumed, secured by Liens or payable
out of the proceeds or production from Property now or hereafter owned or
acquired by such Person, (iv) obligations which are evidenced by notes, bonds,
debentures, acceptances, or other instruments, (v) obligations to purchase
securities or other Property arising out of or in connection with the sale of
the same or substantially similar securities or Property,


                                       11

<PAGE>

(vi) Capitalized Lease Obligations, (vii) Contingent Obligations of such Person,
(viii) reimbursement obligations under Letters of Credit, bankers' acceptances,
surety bonds and similar instruments, (ix) Off-Balance Sheet Liabilities, (x)
Net Mark-to-Market Exposure under Rate Management Transactions and other
Financial Contracts, (xi) Rate Management Obligations and (xii) any other
obligation for borrowed money which in accordance with Agreement Accounting
Principles would be shown as a liability on the consolidated balance sheet of
such Person.

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

     "Interest Coverage Ratio" is defined in Section 6.22 hereof.

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

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

     "JPMorgan" means JPMorgan Chase Bank, N.A. (successor by merger to Bank
One, NA (Main Office Chicago)), a national banking association, in its
individual capacity, and its successors.

     "LC Fee" is defined in Section 2.20.4.

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

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

     "LC Payment Date" is defined in Section 2.20.5.


                                       12

<PAGE>

     "Lender Increase Notice" is defined in Section 2.5.3(i).

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

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

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

     "Leverage Ratio" is defined in Section 6.21 hereof.

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

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

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

     "Management Agreement" means that certain Management Services Agreement
between Onex Partners Manager LP and the Borrower dated June 23, 2004.

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

     "Material Indebtedness" means any Indebtedness in an outstanding principal
amount of $10,000,000 or more in the aggregate (or the equivalent thereof in any
currency other than Dollars).


                                       13

<PAGE>

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

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

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

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

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

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

     "Medicare Law" means collectively, Medicare and Medicare Regulations

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

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

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


                                       14

<PAGE>

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

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

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

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

     "Net Cash Proceeds" means, (1) with respect to any Asset Sale, any
Financing or any Sale and Leaseback Transaction by any Person, (a) cash (freely
convertible into Dollars) received by such Person or any Subsidiary of such
Person from such Asset Sale (including cash received as consideration for the
assumption or incurrence of liabilities incurred in connection with or in
anticipation of such Asset Sale) or such Financing or such Sale and Leaseback
Transaction, after (i) provision for all income or other taxes measured by or
resulting from such sale of Property, (ii) payment of all reasonable brokerage
commissions and other fees and expenses related to such sale of Property or
Financing or Sale and Leaseback Transaction, and (iii) all amounts used to repay
Indebtedness secured by a Lien on any asset disposed of in such Asset Sale or
such Sale and Leaseback Transaction which is or may be required (by the express
terms of the instrument governing such Indebtedness) to be repaid in connection
with such Asset Sale or such Sale and Leaseback Transaction (including payments
made to obtain or avoid the need for the consent of any holder of such
Indebtedness) or Financing and (2) with respect to an Event of Loss of a Person,
cash (freely convertible in Dollars) received by or for such Person's account,
net of (i) reasonable direct costs or expenses incurred in connection with such
Event of Loss (including without limitation reasonable costs and expenses
(including attorneys' and other professionals' fees)) incurred in investigating
or recovering such cash and reasonable reserves associated therewith in
accordance with Agreement Accounting Principles and (ii) amounts required to
repay principal of, premium if any, and interest on any Indebtedness or
statutory or other obligations secured by any Lien on the property (or portion
thereof) so damaged or taken (other than the Secured Obligations) which is
required to be and is repaid in connection with such Event of Loss.

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


                                       15

<PAGE>

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

     "Note" is defined in Section 2.13.

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

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

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

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

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

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

     "Participants" is defined in Section 12.2.1.


                                       16

<PAGE>

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

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

     "Permitted Acquisition" is defined in Section 6.13.9.

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

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

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

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

     "Preferred Stock" means the Series A convertible preferred stock of the
Borrower.

     "Previous Closing Date" means December 31, 2003.

     "Previous Credit Agreement" means that certain Credit Agreement dated as of
December 31, 2003 by and among the Borrower, the lenders party thereto and the
Administrative Agent, as the same has been amended prior to the Closing Date.

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

     "Prime Rate" means the rate of interest per annum publicly announced from
time to time by JPMorgan as its prime rate in effect at its principal office in
New York City; each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective.

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

     "Proposed New Lender" is defined in Section 2.5.3(i).

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


                                       17

<PAGE>

Share" means the percentage obtained by dividing (a) the sum of such Lender's
Outstanding Revolving Credit Exposure at such time by (b) the sum of the
Aggregate Outstanding Revolving Credit Exposure at such time.

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

     "Purchasers" is defined in Section 12.3.1.

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

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

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

     "Refinanced Indebtedness" means the Indebtedness under the Borrower's
"Senior Unsecured Notes" as defined in the Previous Credit Agreement.

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

     "Regulation D" means Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor thereto or other
regulation or official


                                       18

<PAGE>

interpretation of said Board of Governors relating to reserve requirements
applicable to member banks of the Federal Reserve System.

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

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

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

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

     "Rentals Maximum Amount" means (i) $52,500,000 during the Borrower's 2005
fiscal year, (ii) $55,000,000 during the Borrower's 2006 fiscal year, (iii)
$57,500,000 during the Borrower's 2007 fiscal year, (iv) $60,000,000 during the
Borrower's 2008 fiscal year and (v) $62,500,000 during each fiscal year
thereafter; provided that the Rentals Maximum Amount shall be increased as
follows: if any Permitted Acquisition with a Purchase Price in excess of
$2,000,000 has occurred during the period for which such Rentals Maximum Amount
was calculated, such Permitted Acquisition shall be deemed to have occurred on
the first day of the relevant period for which such Rentals Maximum Amount was
calculated (on a pro forma basis reasonably acceptable to the Administrative
Agent) and such Rentals Maximum Amount for such period and all future periods
shall be increased by the incremental amount of such projected Rentals.

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

     "Reports" is defined in Section 9.6.

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


                                       19

<PAGE>

Revolving Loan Commitments are terminated pursuant to the terms of this
Agreement, the Aggregate Outstanding Revolving Credit Exposure at such time).

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

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

     "Revolving Loan" means, with respect to a Lender, such Lender's loan made
pursuant to its commitment to lend set forth in Section 2.1.1 (and any
conversion or continuation thereof) and includes any "Revolving Loan" made
pursuant to the Previous Credit Agreement and outstanding on the Closing Date.

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

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

     "Revolving Loan Termination Date" means the earlier of (a) October 3, 2010,
and (b) the date of termination in whole of the Aggregate Revolving Loan
Commitment pursuant to Section 2.2 hereof or the Revolving Loan Commitments
pursuant to Section 8.1 hereof.

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

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


                                       20

<PAGE>

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

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

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

     "Selling Lender" is defined in Section 2.5.3(ii).

     "Senior Unsecured Notes" means those certain 7 3/4 %% Senior Notes issued
by the Borrower pursuant to and in connection with the Senior Unsecured Note
Documents.

     "Senior Unsecured Note Documents" means the Indenture dated October 3, 2005
(without giving effect to any amendments thereto after the Closing Date to the
extent consummated without the approval of the Administrative Agent) among the
Borrower, the guarantors named therein, and Wells Fargo Bank, National
Association, and the Senior Unsecured Notes.

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

     "Subordinated Notes" means the Senior Unsecured Notes.

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

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

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

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


                                       21

<PAGE>

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

     "Swing Line Lender" means JPMorgan.

     "Swing Line Loan" means a Loan made available to the Borrower by the Swing
Line Lender pursuant to Section 2.4 and includes any "Swing Line Loan" made
pursuant to the Previous Credit Agreement and outstanding on the Closing Date.

     "Syndication Agent" means National City Bank of Kentucky in its capacity as
syndication agent for the credit transaction evidenced by this Agreement.

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

     "Transferee" is defined in Section 12.4.

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

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

     "Unfunded Liabilities" means the amount (if any) by which the present value
of all vested and unvested accrued benefits under each Single Employer Plan
subject to Title IV of ERISA exceeds the fair market value of all such Plan's
assets allocable to such benefits, all determined as of the then most recent
valuation date for such Plan for which a valuation report is available, using
actuarial assumptions for funding purposes as set forth in such report.

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

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

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

     1.3. Amendment and Restatement of Previous Credit Agreement. The parties to
this Agreement agree that, upon (i) the execution and delivery by each of the
parties hereto of this


                                       22

<PAGE>

Agreement and (ii) satisfaction of the conditions set forth in Sections 4.1 and
4.2, the terms and provisions of the Previous Credit Agreement shall be and
hereby are amended, superseded and restated in their entirety by the terms and
provisions of this Agreement. This Agreement is not intended to and shall not
constitute a novation. All Loans made and Secured Obligations incurred under the
Previous Credit Agreement which are outstanding on the Closing Date shall
continue as Loans and Secured Obligations under (and shall be governed by the
terms of) this Agreement. Without limiting the foregoing, upon the effectiveness
hereof: (a) all Letters of Credit issued (or deemed issued) under the Previous
Credit Agreement which remain outstanding on the Closing Date shall continue as
Facility LCs under (and shall be governed by the terms of) this Agreement, (b)
all Secured Obligations constituting Rate Management Obligations with any Lender
or any Affiliate of any Lender which are outstanding on the Closing Date shall
continue as Secured Obligations under this Agreement and the other Loan
Documents, (c) the Administrative Agent shall make such reallocations of each
Lender's "Outstanding Revolving Credit Exposure" under the Previous Credit
Agreement as are necessary in order that each such Lender's Outstanding
Revolving Credit Exposure hereunder reflects such Lender's Pro Rata Share of the
outstanding Aggregate Outstanding Revolving Credit Exposure and (d) the Previous
Revolving Loans (as defined in Section 2.1.1) of each Departing Lender shall be
repaid in full (accompanied by any accrued and unpaid interest and fees
thereon), each Departing Lender's "Commitment" under the Previous Credit
Agreement shall be terminated and each Departing Lender shall not be a Lender
hereunder.

                                   ARTICLE II

                                   THE CREDITS

     2.1. Revolving Loan Commitments.

          2.1.1 Revolving Loans. Prior to the Closing Date, revolving loans were
     previously made to the Borrower under the Previous Credit Agreement which
     remain outstanding as of the date of this Agreement (such outstanding
     revolving loans being hereinafter referred to as the "Previous Revolving
     Loans"). Subject to the terms and conditions set forth in this Agreement,
     the Borrower and each of the Lenders agree that on the Closing Date but
     subject to the satisfaction of the conditions precedent set forth in
     Sections 4.1 and 4.2 (as applicable), the Previous Revolving Loans shall be
     reevidenced as Revolving Loans under this Agreement, the terms of the
     Previous Revolving Loans shall be restated in their entirety and shall be
     evidenced by this Agreement. From and including the Closing Date and prior
     to the Revolving Loan Termination Date, upon the satisfaction of the
     conditions precedent set forth in Section 4.1 and 4.2, as applicable, each
     Lender severally and not jointly agrees, on the terms and conditions set
     forth in this Agreement, to (i) make Revolving Loans to the Borrower from
     time to time and (ii) participate in Facility LCs issued upon the request
     of the Borrower, in each case in an amount not to exceed in the aggregate
     at any one time outstanding of its Revolving Loan Pro Rata Share of the
     Available Aggregate Revolving Loan Commitment; provided that at no time
     shall the Aggregate Outstanding Revolving Credit Exposure hereunder exceed
     the Available Aggregate Revolving Loan Commitment. Subject to the terms of
     this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans
     at any time prior to the Revolving Loan Termination Date. The commitment of
     each Lender to lend


                                       23

<PAGE>

     hereunder shall automatically expire on the Revolving Loan Termination
     Date. The LC Issuer will issue Facility LCs hereunder on the terms and
     conditions set forth in Section 2.20.

          2.1.2 Intentionally Omitted.

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

     2.3. Ratable Loans; Types of Advances. (a) Each Advance hereunder (other
than a Swing Line Loan) shall consist of Loans made from the several Lenders
ratably in proportion to the ratio that their respective Revolving Loan Pro Rata
Share.

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

     2.4. Swing Line Loans.

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


                                       24

<PAGE>

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

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

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


                                       25

<PAGE>

     In addition to the foregoing, if for any reason any Lender fails to make
     payment to the Administrative Agent of any amount due under this Section
     2.4.4, such Lender shall be deemed, at the option of the Administrative
     Agent, to have unconditionally and irrevocably purchased from the Swing
     Line Lender, without recourse or warranty, an undivided interest and
     participation in the applicable Swing Line Loan in the amount of such
     Revolving Loan, and such interest and participation may be recovered from
     such Lender together with interest thereon at the Federal Funds Effective
     Rate for each day during the period commencing on the date of demand and
     ending on the date such amount is received. On the Revolving Loan
     Termination Date, the Borrower shall repay in full the outstanding
     principal balance of the Swing Line Loans.

     2.5. Commitment Fee; Aggregate Revolving Loan Commitment.

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

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

          2.5.3 Increase in Aggregate Revolving Loan Commitment. (i) At any
     time, but not more than once during the period commencing on the Closing
     Date and ending on the one-year anniversary thereof and not more than once
     during each successive one-year anniversary of the Closing Date, the
     Borrower may request that the Aggregate Revolving Loan Commitment be
     increased; provided that, without the prior written consent of all of the
     Lenders, (A) the Aggregate Revolving Loan Commitment shall at no time
     exceed $225,000,000 minus the aggregate amount of all reductions in the
     Aggregate Revolving Loan Commitment previously made pursuant to Section
     2.5.2; (B) such request shall be in an amount not less than $5,000,000; and
     (C) the aggregate amount of such increase shall not exceed $50,000,000.
     Such request shall be made in a written notice given to the Administrative
     Agent and the Lenders by the Borrower not less than twenty (20)


                                       26

<PAGE>

     Business Days prior to the proposed effective date of such increase, which
     notice (a "Commitment Increase Notice") shall specify the amount of the
     proposed increase in the Aggregate Revolving Loan Commitment and the
     proposed effective date of such increase. In the event of such a Commitment
     Increase Notice, each of the Lenders shall be given the opportunity to
     participate in the requested increase ratably in the proportions that their
     respective Revolving Loan Commitments bear to the Aggregate Revolving Loan
     Commitment under this Agreement. On or prior to the date that is fifteen
     (15) Business Days after receipt of the Commitment Increase Notice, each
     Lender shall submit to the Administrative Agent a notice indicating the
     maximum amount by which it is willing to increase its Revolving Loan
     Commitment in connection with such Commitment Increase Notice (any such
     notice to the Administrative Agent being herein a "Lender Increase
     Notice"). Any Lender which does not submit a Lender Increase Notice to the
     Administrative Agent prior to the expiration of such fifteen (15) Business
     Day period shall be deemed to have declined any increase in its Revolving
     Loan Commitment. In the event that the increases of Revolving Loan
     Commitments set forth in the Lender Increase Notices exceed the amount
     requested by the Borrower in the Commitment Increase Notice, the
     Administrative Agent and the Arranger shall have the right, with the
     consent of the Borrower, to allocate the amount of increases necessary to
     meet the Borrower's Commitment Increase Notice. In the event that the
     Lender Increase Notices are less than the amount requested by the Borrower,
     not later than three (3) Business Days prior to the proposed effective
     date, the Borrower may notify the Administrative Agent of any financial
     institution that shall have agreed to become a "Lender" party hereto (a
     "Proposed New Lender") in connection with the Commitment Increase Notice.
     Any Proposed New Lender shall be subject to the consent of the
     Administrative Agent (which consent shall not be unreasonably withheld). If
     the Borrower shall not have arranged any Proposed New Lender(s) to commit
     to the shortfall from the Lender Increase Notices, then the Borrower shall
     be deemed to have reduced the amount of its Commitment Increase Notice to
     the aggregate amount set forth in the Lender Increase Notices. Based upon
     the Lender Increase Notices, any allocations made in connection therewith
     and any notice regarding any Proposed New Lender, if applicable, the
     Administrative Agent shall notify the Borrower and the Lenders on or before
     the Business Day immediately prior to the proposed effective date of the
     amount of each Lender's and Proposed New Lenders' Revolving Loan Commitment
     (the "Effective Commitment Amount") and the amount of the Aggregate
     Revolving Loan Commitment, which amounts shall be effective on the
     following Business Day. Any increase in the Aggregate Revolving Loan
     Commitment shall be subject to the following conditions precedent: (I) as
     of the date of the Commitment Increase Notice and as of the proposed
     effective date of the increase in the Aggregate Revolving Loan Commitment,
     all representations and warranties contained in Article V hereof shall be
     true and correct in all material respects as though made on such date and
     no event shall have occurred and then be continuing which constitutes a
     Default or Unmatured Default, (II) the Borrower, the Administrative Agent
     and each Proposed New Lender or Lender that shall have agreed to provide a
     "Revolving Loan Commitment" in support of such increase in the Aggregate
     Revolving Loan Commitment shall have executed and delivered a "Commitment
     and Acceptance" substantially in the form of Exhibit H hereto, (III)
     counsel for the Borrower and for the Guarantors shall have provided to the


                                       27

<PAGE>

     Administrative Agent supplemental opinions in form and substance reasonably
     satisfactory to the Administrative Agent and (IV) the Borrower and the
     Proposed New Lender shall otherwise have executed and delivered such other
     instruments and documents as may be required under Article IV or that the
     Administrative Agent shall have reasonably requested in connection with
     such increase. If any fee shall be charged by the Lenders in connection
     with any such increase, such fee shall be in accordance with then
     prevailing market conditions, which market conditions shall have been
     reasonably documented by the Administrative Agent to the Borrower. No less
     than two (2) Business Days prior to the effective date of the increase of
     the Aggregate Revolving Loan Commitment, the Administrative Agent shall
     notify the Borrower of the amount of the fee to be charged by the Lenders,
     and the Borrower may, at least one (1) Business Day prior to such effective
     date, cancel its request for the commitment increase. If the commitment
     increase is cancelled pursuant to the immediately preceding sentence, the
     Borrower's cancelled increase request shall not be counted towards the
     Borrower's maximum number of increase requests permitted by the first
     sentence of this Section 2.5.3(i). Upon satisfaction of the conditions
     precedent to any increase in the Aggregate Revolving Loan Commitment, the
     Administrative Agent shall promptly advise the Borrower and each Lender of
     the effective date of such increase. Upon the effective date of any
     increase in the Aggregate Revolving Loan Commitment that is supported by a
     Proposed New Lender, such Proposed New Lender shall be a party to this
     Agreement as a Lender and shall have the rights and obligations of a Lender
     hereunder. Nothing contained herein shall constitute, or otherwise be
     deemed to be, a commitment on the part of any Lender to increase its
     Revolving Loan Commitment hereunder at any time.

     (ii) For purposes of this clause (ii), (A) the term "Buying Lender(s)"
     shall mean (1) each Lender the Effective Commitment Amount of which is
     greater than its Revolving Loan Commitment prior to the effective date of
     any increase in the Aggregate Revolving Loan Commitment and (2) each
     Proposed New Lender that is allocated an Effective Commitment Amount in
     connection with any Commitment Increase Notice and (B) the term "Selling
     Lender(s)" shall mean each Lender whose Revolving Loan Commitment is not
     being increased from that in effect prior to such increase in the Aggregate
     Revolving Loan Commitment. Effective on the effective date of any increase
     in the Aggregate Revolving Loan Commitment pursuant to clause (i) above,
     each Selling Lender hereby sells, grants, assigns and conveys to each
     Buying Lender, without recourse, warranty, or representation of any kind,
     except as specifically provided herein, an undivided percentage in such
     Selling Lender's right, title and interest in and to its outstanding Credit
     Extensions in the respective dollar amounts and percentages necessary so
     that, from and after such sale, each such Selling Lender's outstanding
     Credit Extensions shall equal such Selling Lender's Revolving Loan Pro Rata
     Share (calculated based upon the Effective Commitment Amounts) of the
     outstanding Credit Extensions. Effective on the effective date of the
     increase in the Aggregate Revolving Loan Commitment pursuant to clause (i)
     above, each Buying Lender hereby purchases and accepts such grant,
     assignment and conveyance from the Selling Lenders. Each Buying Lender
     hereby agrees that its respective purchase price for the portion of the
     outstanding Credit Extensions purchased hereby shall equal the respective
     dollar amount necessary so that, from and after such payments, each Buying
     Lender's outstanding Credit Extensions shall equal such Buying Lender's
     Revolving Loan Pro Rata Share (calculated based upon the


                                       28

<PAGE>

     Effective Commitment Amounts) of the outstanding Credit Extensions. Such
     amount shall be payable on the effective date of the increase in the
     Aggregate Revolving Loan Commitment by wire transfer of immediately
     available funds to the Administrative Agent. the Administrative Agent, in
     turn, shall wire transfer any such funds received to the Selling Lenders,
     in same day funds, for the sole account of the Selling Lenders. Each
     Selling Lender hereby represents and warrants to each Buying Lender that
     such Selling Lender owns the Credit Extensions being sold and assigned
     hereby for its own account and has not sold, transferred or encumbered any
     or all of its interest in such Credit Extensions, except for participations
     which will be extinguished upon payment to Selling Lender of an amount
     equal to the portion of the outstanding Credit Extensions being sold by
     such Selling Lender. Each Buying Lender hereby acknowledges and agrees
     that, except for each Selling Lender's representations and warranties
     contained in the foregoing sentence, each such Buying Lender has entered
     into its Commitment and Acceptance with respect to such increase on the
     basis of its own independent investigation and has not relied upon, and
     will not rely upon, any explicit or implicit written or oral
     representation, warranty or other statement of the Lenders or the
     Administrative Agent concerning the authorization, execution, legality,
     validity, effectiveness, genuineness, enforceability or sufficiency of this
     Agreement or the other Loan Documents. The Borrower hereby agrees to
     compensate each Selling Lender for all losses, expenses and liabilities
     incurred by each Lender in connection with the sale and assignment of any
     Eurodollar Loan hereunder on the terms and in the manner as set forth in
     Section 3.4.

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

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

     2.8. Method of Selecting Types and Interest Periods for New Advances. The
Borrower shall select the Type of Advance and, in the case of each Eurodollar
Advance, the


                                       29

<PAGE>

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

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

     (ii) the aggregate amount of such Advance,

     (iii) the Type of Advance selected, and

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

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

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


                                       30

<PAGE>

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

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

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

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

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

     2.12. Method of Payment. All payments of the Obligations hereunder shall be
made, without setoff, deduction, or counterclaim, in immediately available funds
to the Administrative Agent at the Administrative Agent's address specified
pursuant to Article XIII, or at any other Lending Installation of the
Administrative Agent specified in writing by the Administrative Agent to the
Borrower, by 12:00 noon (Louisville, Kentucky time) on the date when due and
shall (except with respect to repayments of Swing Line Loans, and except in the
case of Reimbursement Obligations for which the LC Issuer has not been fully
indemnified by the


                                       31

<PAGE>

Lenders, or as otherwise specifically required hereunder) be applied ratably by
the Administrative Agent among the Lenders. Each payment delivered to the
Administrative Agent for the account of any Lender shall be delivered promptly
by the Administrative Agent to such Lender in the same type of funds that the
Administrative Agent received at its address specified pursuant to Article XIII
or at any Lending Installation specified in a notice received by the
Administrative Agent from such Lender. The Administrative Agent is hereby
authorized to charge the account of the Borrower maintained with JPMorgan for
each payment of the Obligations as it becomes due hereunder. Each reference to
the Administrative Agent in this Section 2.12 shall also be deemed to refer, and
shall apply equally, to the LC Issuer in the case of payments required to be
made by the Borrower to the LC Issuer pursuant to Section 2.20.6.

     2.13. Noteless Agreement; Evidence of Indebtedness.

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

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

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

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


                                       32

<PAGE>

          the extent that any such Lender subsequently returns any such Note(s)
          for cancellation and requests that such Loans once again be evidenced
          as described in paragraphs (i) and (ii) above.

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

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

     2.16. Notification of Advances, Interest Rates, Prepayments and Revolving
Loan Commitment Reductions; Availability of Loans. Promptly after receipt
thereof, the Administrative Agent will notify each Lender of the contents of
each Aggregate Revolving Loan Commitment reduction notice, Borrowing Notice,
Swing Line Borrowing Notice, Conversion/Continuation Notice, and repayment
notice received by it hereunder. Promptly after notice from the LC Issuer, the
Administrative Agent will notify each Lender of the contents of each request for
issuance of a Facility LC hereunder. The Administrative Agent will notify the
Borrower and each Lender of the interest rate applicable to each Eurodollar
Advance promptly upon determination of such interest rate and will give the
Borrower and each Lender prompt notice of each change in the Alternate Base
Rate. Not later than 1:00 p.m. (Louisville, Kentucky


                                       33

<PAGE>

time) on each Borrowing Date, each Lender shall make available its Revolving
Loan or Revolving Loans in funds immediately available in Chicago to the
Administrative Agent at its address specified pursuant to Article XIII. The
Administrative Agent will promptly make the funds so received from the Lenders
available to the Borrower at the Administrative Agent's aforesaid address.

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

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

     2.19. Replacement of Lender. If the Borrower is required pursuant to
Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any
Lender's obligation to make or continue, or to convert Floating Rate Advances
into, Eurodollar Advances shall be suspended pursuant to Section 3.3 (any Lender
so affected an "Affected Lender"), the Borrower may elect, if such amounts
continue to be charged or such suspension is still effective, to terminate or
replace the Revolving Loan Commitment and Loans of such Affected Lender,
provided that no Default or Unmatured Default shall have occurred and be
continuing at the time of such termination or replacement, and provided further
that, concurrently with such termination or replacement, (i) if the Affected
Lender is being replaced, another bank or other entity which is reasonably
satisfactory to the Borrower and the Administrative Agent shall agree, as of
such date, to purchase for cash the Outstanding Revolving Credit Exposure of the
Affected Lender pursuant to an Assignment Agreement substantially in the form of
Exhibit C and to become a


                                       34

<PAGE>

Lender for all purposes under this Agreement and to assume all obligations of
the Affected Lender to be terminated as of such date and to comply with the
requirements of Section 12.3 applicable to assignments, and (ii) the Borrower
shall pay to such Affected Lender in immediately available funds on the day of
such replacement (A) all interest, fees and other amounts then accrued but
unpaid to such Affected Lender by the Borrower hereunder to and including the
date of termination, including without limitation payments due to such Affected
Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the
payment which would have been due to such Lender on the day of such replacement
under Section 3.4 had the Loans of such Affected Lender been prepaid on such
date rather than sold to the replacement Lender, in each case to the extent not
paid by the purchasing lender and (iii) if the Affected Lender is being
terminated, the Borrower shall pay to such Affected Lender all Obligations due
to such Affected Lender (including the amounts described in the immediately
preceding clauses (i) and (ii) plus, to the extent not paid by the replacement
Lender, the outstanding principal balance of such Affected Lender's Credit
Extensions).

     2.20. Facility LCs.

          2.20.1 Issuance. The LC Issuer hereby agrees, on the terms and
     conditions set forth in this Agreement, to issue standby Letters of Credit
     (each such Letter of Credit, together with each Letter of Credit issued or
     deemed to be issued pursuant to the Previous Credit Agreement and
     outstanding on the Closing Date, a "Facility LC") and to renew, extend,
     increase, decrease or otherwise modify each Facility LC ("Modify," and each
     such action, a "Modification"), from time to time from and including the
     date of this Agreement and prior to the Revolving Loan Termination Date
     upon the request of the Borrower; provided that immediately after each such
     Facility LC is issued or Modified, (i) the aggregate amount of the
     outstanding LC Obligations shall not exceed (a) $75,000,000 from the
     Closing Date until June 30, 2007, (b) $80,000,000 from July 1, 2007 until
     June 30, 2008, (c) $85,000,000 from July 1, 2008 until June 30, 2009 and
     (d) $90,000,000 from and after July 1, 2009 and (ii) the Aggregate
     Outstanding Revolving Credit Exposure shall not exceed the Available
     Aggregate Revolving Loan Commitment. No Facility LC shall have an expiry
     date later than the earlier of (x) the fifth Business Day prior to the
     Revolving Loan Termination Date and (y) one year after its issuance;
     provided that any Facility LC with a one-year term may provide for the
     renewal thereof for additional one-year periods (which in no event shall
     extend beyond the date referred to in the preceding clause (x)).

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


                                       35

<PAGE>

          2.20.3 Notice. Subject to Section 2.20.1, the Borrower shall give the
     LC Issuer notice prior to 10:00 a.m. (Louisville, Kentucky time) at least
     five Business Days prior to the proposed date of issuance or Modification
     of each Facility LC, specifying the beneficiary, the proposed date of
     issuance (or Modification) and the expiry date of such Facility LC, and
     describing the proposed terms of such Facility LC and the nature of the
     transactions proposed to be supported thereby. Upon receipt of such notice,
     the LC Issuer shall promptly notify the Administrative Agent, and, upon
     issuance only, the Administrative Agent shall promptly notify each Lender,
     of the contents thereof and of the amount of such Lender's participation in
     such proposed Facility LC. The issuance or Modification by the LC Issuer of
     any Facility LC shall, in addition to the conditions precedent set forth in
     Article IV (the satisfaction of which the LC Issuer shall have no duty to
     ascertain), be subject to the conditions precedent that such Facility LC
     shall be satisfactory to the LC Issuer and that the Borrower shall have
     executed and delivered such application agreement and/or such other
     instruments and agreements relating to such Facility LC as the LC Issuer
     shall have reasonably requested (each, a "Facility LC Application"). In the
     event of any conflict between the terms of this Agreement and the terms of
     any Facility LC Application, the terms of this Agreement shall control.

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

          2.20.5 Administration; Reimbursement by Lenders. Upon receipt from the
     beneficiary of any Facility LC of any demand for payment under such
     Facility LC, the LC Issuer shall notify the Administrative Agent and the
     Administrative Agent shall promptly notify the Borrower and each other
     Lender as to the amount to be paid by the LC Issuer as a result of such
     demand and the proposed payment date (the "LC Payment Date"). The
     responsibility of the LC Issuer to the Borrower and each Lender shall be
     only to determine that the documents (including each demand for payment)
     delivered under each Facility LC in connection with such presentment shall
     be in conformity in all material respects with such Facility LC. The LC
     Issuer shall endeavor to exercise the same care in the issuance and
     administration of the Facility LCs as it does with respect to letters of
     credit in which no participations are granted, it being understood that in
     the absence of any gross negligence or willful misconduct by the LC Issuer,
     each Lender shall be unconditionally and irrevocably liable without regard
     to the occurrence of any Default or any condition precedent whatsoever, to
     reimburse the LC Issuer on demand for (i) such Lender's Revolving Loan Pro
     Rata Share of the amount of each payment made by the LC Issuer under each
     Facility LC to the extent such amount is not reimbursed by the Borrower
     pursuant to Section 2.20.6 below, plus (ii) interest on the foregoing
     amount


                                       36

<PAGE>

     to be reimbursed by such Lender, for each day from the date of the LC
     Issuer's demand for such reimbursement (or, if such demand is made after
     11:00 a.m. (Louisville, Kentucky time) on such date, from the next
     succeeding Business Day) to the date on which such Lender pays the amount
     to be reimbursed by it, at a rate of interest per annum equal to the
     Federal Funds Effective Rate for the first three days and, thereafter, at a
     rate of interest equal to the rate applicable to Floating Rate Advances.

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

          2.20.7 Obligations Absolute. The Borrower's obligations under this
     Section 2.20 shall be absolute and unconditional under any and all
     circumstances and irrespective of any setoff, counterclaim or defense to
     payment which the Borrower may have or have had against the LC Issuer, any
     Lender or any beneficiary of a Facility LC. The Borrower


                                       37

<PAGE>

     further agrees with the LC Issuer and the Lenders that the LC Issuer and
     the Lenders shall not be responsible for, and the Borrower's Reimbursement
     Obligation in respect of any Facility LC shall not be affected by, among
     other things, the validity or genuineness of documents or of any
     endorsements thereon, even if such documents should in fact prove to be in
     any or all respects invalid, fraudulent or forged, or any dispute between
     or among the Borrower, any of its Affiliates, the beneficiary of any
     Facility LC or any financing institution or other party to whom any
     Facility LC may be transferred or any claims or defenses whatsoever of the
     Borrower or of any of its Affiliates against the beneficiary of any
     Facility LC or any such transferee. The LC Issuer shall not be liable for
     any error, omission, interruption or delay in transmission, dispatch or
     delivery of any message or advice, however transmitted, in connection with
     any Facility LC. The Borrower agrees that any action taken or omitted by
     the LC Issuer or any Lender under or in connection with each Facility LC
     and the related drafts and documents, if done without gross negligence or
     willful misconduct, shall be binding upon the Borrower and shall not put
     the LC Issuer or any Lender under any liability to the Borrower. Nothing in
     this Section 2.20.7 is intended to limit the right of the Borrower to make
     a claim against the LC Issuer for damages as contemplated by the proviso to
     the first sentence of Section 2.20.6.

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

          2.20.9 Indemnification. The Borrower hereby agrees to indemnify and
     hold harmless each Lender, the LC Issuer and the Administrative Agent, and
     their respective directors, officers, agents and employees from and against
     any and all claims and damages, losses, liabilities, costs or expenses
     which such Lender, the LC Issuer or the Administrative Agent may incur (or
     which may be claimed against such Lender, the LC Issuer or the
     Administrative Agent by any Person whatsoever) by reason of or in
     connection with the issuance, execution and delivery or transfer of or
     payment or failure to pay under any Facility LC or any actual or proposed
     use of any Facility LC, including, without limitation, any claims, damages,
     losses, liabilities, costs or expenses which the LC Issuer may incur by
     reason of or in connection with (i) the failure of any other Lender to
     fulfill or comply with its obligations to the LC Issuer hereunder (but
     nothing herein contained shall affect any rights the Borrower may have
     against any defaulting Lender)


                                       38

<PAGE>

     or (ii) by reason of or on account of the LC Issuer issuing any Facility LC
     which specifies that the term "Beneficiary" included therein includes any
     successor by operation of law of the named Beneficiary, but which Facility
     LC does not require that any drawing by any such successor Beneficiary be
     accompanied by a copy of a legal document, satisfactory to the LC Issuer,
     evidencing the appointment of such successor Beneficiary; provided that the
     Borrower shall not be required to indemnify any Lender, the LC Issuer or
     the Administrative Agent for any claims, damages, losses, liabilities,
     costs or expenses to the extent, but only to the extent, caused by (x) the
     willful misconduct or gross negligence of the LC Issuer in determining
     whether a request presented under any Facility LC complied with the terms
     of such Facility LC or (y) the LC Issuer's failure to pay under any
     Facility LC after the presentation to it of a request strictly complying
     with the terms and conditions of such Facility LC. Nothing in this Section
     2.20.9 is intended to limit the obligations of the Borrower under any other
     provision of this Agreement.

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

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


                                       39

<PAGE>

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

                                   ARTICLE III

                             YIELD PROTECTION; TAXES

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

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

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

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

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


                                       40

<PAGE>

additional amount or amounts as will compensate such Lender or LC Issuer for
such increased cost or reduction in amount received.

     3.2. Changes in Capital Adequacy Regulations. If a Lender or LC Issuer
determines in good faith the amount of capital required or expected to be
maintained by such Lender or LC Issuer, any Lending Installation of such Lender
or LC Issuer or any corporation controlling such Lender or LC Issuer is
increased as a result of a Change, then, within 15 days of demand, accompanied
by the written statement required by Section 3.6, by such Lender or LC Issuer,
the Borrower shall pay such Lender or LC Issuer the amount necessary to
compensate for any shortfall in the rate of return on the portion of such
increased capital which such Lender or LC Issuer determines is attributable to
this Agreement, its Outstanding Revolving Credit Exposure, its Revolving Loan
Commitment to make Revolving Loans and issue or participate in Facility LCs, as
applicable, hereunder (after taking into account such Lender's or LC Issuer's
policies as to capital adequacy). "Change" means (i) any change after the
Closing Date in the Risk-Based Capital Guidelines or (ii) any adoption of, or
change in, or change in the interpretation or administration of any other law,
governmental or quasi-governmental rule, regulation, policy, guideline,
interpretation, or directive (whether or not having the force of law) after the
Closing Date which affects the amount of capital required or expected to be
maintained by any Lender or LC Issuer or any Lending Installation or any
corporation controlling any Lender or LC Issuer. "Risk-Based Capital Guidelines"
means (i) the risk-based capital guidelines in effect in the United States on
the Closing Date, including transition rules, and (ii) the corresponding capital
regulations promulgated by regulatory authorities outside the United States
implementing the July 1988 report of the Basle Committee on Banking Regulation
and Supervisory Practices Entitled "International Convergence of Capital
Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the Closing Date.

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

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


                                       41

<PAGE>

     3.5. Taxes.

     (i)  All payments by the Borrower to or for the account of any Lender or
          the LC Issuer or the Administrative Agent hereunder or under any Note
          shall be made free and clear of and without deduction for any and all
          Taxes. If the Borrower shall be required by law to deduct any Taxes
          from or in respect of any sum payable hereunder to any Lender, LC
          Issuer or the Administrative Agent, (a) the sum payable shall be
          increased as necessary so that after making all required deductions
          (including deductions applicable to additional sums payable under this
          Section 3.5) such Lender, LC Issuer or the Administrative Agent (as
          the case may be) receives an amount equal to the sum it would have
          received had no such deductions been made, (b) the Borrower shall make
          such deductions, (c) the Borrower shall pay the full amount deducted
          to the relevant authority in accordance with applicable law and (d)
          the Borrower shall furnish to the Administrative Agent the original
          copy of a receipt evidencing payment thereof or, if a receipt cannot
          be obtained with reasonable efforts, such other evidence of payment as
          is reasonably acceptable to the Administrative Agent, in each case
          within 30 days after such payment is made.

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

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

     (iv) Each Lender that is not incorporated under the laws of the United
          States of America or a state thereof (each a "Non-U.S. Lender") agrees
          that it will, not more than ten Business Days after the date on which
          it becomes a party to this Agreement (but in any event before a
          payment is due to it hereunder), (i) deliver to each of the Borrower
          and the Administrative Agent two duly completed copies of United
          States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in
          either case that such Lender is entitled to receive payments under
          this Agreement without deduction or withholding of any United States
          federal income taxes, or (ii) in the case of a Non-U.S. Lender that is
          fiscally transparent, deliver to the Administrative Agent a United
          States Internal Revenue Form W-8IMY


                                       42

<PAGE>

          together with the applicable accompanying forms, W-8 or W-9, as the
          case may be, and certify that it is entitled to an exemption from
          United States backup withholding tax. Each Non-U.S. Lender further
          undertakes to deliver to each of the Borrower and the Administrative
          Agent (x) renewals or additional copies of such form (or any successor
          form) on or before the date that such form expires or becomes
          obsolete, and (y) after the occurrence of any event requiring a change
          in the most recent forms so delivered by it, such additional forms or
          amendments thereto as may be reasonably requested by the Borrower or
          the Administrative Agent. All forms or amendments described in the
          preceding sentence shall certify that such Lender is entitled to
          receive payments under this Agreement without deduction or withholding
          of any United States federal income taxes, unless an event (including
          without limitation any change in treaty, law or regulation) has
          occurred prior to the date on which any such delivery would otherwise
          be required which renders all such forms inapplicable or which would
          prevent such Lender from duly completing and delivering any such form
          or amendment with respect to it and such Lender advises the Borrower
          and the Administrative Agent that it is not capable of receiving
          payments without any deduction or withholding of United States federal
          income tax.

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

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

     (vii) If the U.S. Internal Revenue Service or any other governmental
          authority of the United States or any other country or any political
          subdivision thereof asserts a claim that the Administrative Agent did
          not properly withhold tax from amounts paid to or for the account of
          any Lender (because the appropriate form was not delivered or properly
          completed, because such Lender failed to notify the Administrative
          Agent of a change in circumstances which rendered its exemption


                                       43

<PAGE>

          from withholding ineffective, or for any other reason), such Lender
          shall indemnify the Administrative Agent fully for all amounts paid,
          directly or indirectly, by the Administrative Agent as tax,
          withholding therefor, or otherwise, including penalties and interest,
          and including taxes imposed by any jurisdiction on amounts payable to
          the Administrative Agent under this subsection, together with all
          costs and expenses related thereto (including attorneys fees and time
          charges of attorneys for the Administrative Agent, which attorneys may
          be employees of the Administrative Agent). The obligations of the
          Lenders under this Section 3.5(vii) shall survive the payment of the
          Obligations and termination of this Agreement.

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

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

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

     4.1. Initial Credit Extension. The effectiveness of this Agreement and the
obligation of the Lenders to make the initial Credit Extension hereunder, which
initial Credit Extension shall occur no later than October 31, 2005, shall be
subject to the satisfaction of the following conditions precedent and, if
applicable, the delivery by the Borrower to the Administrative Agent with
sufficient copies for the Lenders of:

          4.1.1 Copies of the articles or certificate of incorporation (or the
     equivalent thereof) of each Credit Party (except for those Credit Parties
     listed on Schedule 4.1.1), in each case, together with all amendments
     thereto, and a certificate of good standing, each certified by the
     appropriate governmental officer in its jurisdiction of organization, as


                                       44

<PAGE>

     well as any other information required by Section 326 of the USA Patriot
     Act, 31 U.S.C. Section 5318 or otherwise necessary for the Administrative
     Agent or any Lender to verify the identity of the Borrower as required by
     Section 326 of the USA Patriot Act, 31 U.S.C. Section 5318.

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

          4.1.3 An incumbency certificate, executed by the Secretary or
     Assistant Secretary (or the equivalent thereof) of each Credit Party, in
     each case, which shall identify by name and title and bear the signatures
     of the Authorized Officers and any other officers of such Credit Party
     authorized to sign the Loan Documents to which such Credit Party is party,
     upon which certificate the Administrative Agent and the Lenders shall be
     entitled to rely until informed of any change in writing by such Credit
     Party.

          4.1.4 A certificate signed by the chief financial officer of the
     Borrower, stating that on the initial Credit Extension Date (a) no Default
     or Unmatured Default has occurred and is continuing, (b) all of the
     representations and warranties in Article V shall be true and correct in
     all material respects as of such date and (c) no material adverse change in
     the business, Property, condition (financial or otherwise), operations or
     results of operations or prospects of the Borrower or any of its
     Subsidiaries has occurred since December 31, 2004.

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

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

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

          4.1.8 The Administrative Agent shall have determined that (i) there is
     an absence of any material adverse change or disruption in primary or
     secondary loan syndication markets, financial markets or in capital markets
     generally that would likely impair syndication of the Loans hereunder, (ii)
     the Borrower has fully cooperated with the Administrative Agent's
     syndication efforts, including, without limitation, by providing the
     Administrative Agent with information regarding the Borrower's operations
     and prospects and such other information as the Administrative Agent deems
     necessary to successfully syndicate the Loans hereunder and (iii) no
     material adverse change in the business, condition (financial or
     otherwise), operations, performance, properties or


                                       45

<PAGE>

     prospects of the Borrower or any of the Borrower's Subsidiaries since
     December 31, 2004.

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

          4.1.10 The Administrative Agent shall have received results
     satisfactory to the Administrative Agent of all aspects of its due
     diligence investigation of the Borrower and its Subsidiaries.

          4.1.11 Intentionally Omitted.

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

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

          4.1.14 Intentionally Omitted.

          4.1.15 Intentionally Omitted.

          4.1.16 Intentionally Omitted.

          4.1.17 Intentionally Omitted.

          4.1.18 Intentionally Omitted.

          4.1.19 The Borrower shall not have received senior secured ratings
     from S&P and Moody's which are less favorable than (i) in the case of
     ratings from S&P, BB- (Stable Outlook) and (ii) in the case of ratings from
     Moody's, B1 (Stable Outlook).


                                       46

<PAGE>

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

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

          4.1.22 The Borrower shall have demonstrated, to the Administrative
     Agent's reasonable satisfaction, pro forma compliance with Sections 6.21,
     6.22 and 6.23.

          4.1.23 The Borrower, the Administrative Agent and their respective
     counsel shall have reviewed and be satisfied with the terms and conditions
     applicable to the Borrower's Senior Unsecured Notes and the Senior
     Unsecured Note Documents. Such Senior Unsecured Notes shall be issued on
     the Closing Date.

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

          4.2.1 There exists no Default or Unmatured Default.

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

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

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

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

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


                                       47

<PAGE>

     5.2. Authorization and Validity. The Borrower has the power and authority
and legal right to execute and deliver the Loan Documents to which it is a party
and to perform its obligations thereunder. The execution and delivery by the
Borrower of the Loan Documents to which it is a party and the performance of its
obligations thereunder have been duly authorized by proper proceedings, and the
Loan Documents to which the Borrower is a party constitute legal, valid and
binding obligations of the Borrower enforceable against the Borrower in
accordance with their terms, except as enforceability may be limited by (i)
bankruptcy, insolvency, fraudulent conveyances, reorganization or similar laws
relating to or affecting the enforcement of creditors' rights generally; (ii)
general equitable principles (whether considered in a proceeding in equity or at
law); and (iii) requirements of reasonableness, good faith and fair dealing.

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

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

     5.5. Material Adverse Change. Since December 31, 2004, there has been no
change in the business, Property, prospects, condition (financial or otherwise)
or results of operations of the Borrower, any Guarantor, or the Borrower and its
Subsidiaries taken together, in each case which could reasonably be expected to
have a Material Adverse Effect.


                                       48

<PAGE>

     5.6. Taxes. The Borrower and its Subsidiaries have filed all United States
federal tax returns and all other material tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Borrower or any of its Subsidiaries, except in
respect of such taxes, if any, as are being contested in good faith and as to
which adequate reserves have been provided in accordance with Agreement
Accounting Principles and as to which no Lien exists (except as permitted by
Section 6.15.1). The United States income tax returns of the Borrower and its
Subsidiaries have been audited by the Internal Revenue Service through the 1993
fiscal year. No liens have been filed and no claims are being asserted with
respect to such taxes. The charges, accruals and reserves on the books of the
Borrower and its Subsidiaries in respect of any taxes or other governmental
charges are adequate in the aggregate.

     5.7. Litigation and Contingent Obligations. There is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their officers, threatened against or affecting the
Borrower or any of its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect or which seeks to prevent, enjoin or delay the making of
any Loans. Other than (i) liabilities incident to any litigation, arbitration or
proceeding disclosed in the financial statements referred to in Section 5.4 and
(ii) liabilities incident to any other litigation, arbitration proceeding or
claim, which could not reasonably be expected to be in an aggregate amount in
excess of $15,000,000, the Borrower has no material contingent obligations which
could reasonably be expected to have a Material Adverse Effect.

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

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

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


                                       49

<PAGE>

     5.11. Regulation U. Neither the Borrower nor any of its Subsidiaries is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose, whether immediate, incidental or ultimate of
buying or carrying margin stock (as defined in Regulation U), and after applying
the proceeds of each Credit Extension, margin stock (as defined in Regulation U)
constitutes less than 25% of the value of those assets of the Borrower and its
Subsidiaries which are subject to any limitation on sale, pledge, or any other
restriction hereunder.

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

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

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

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

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


                                       50

<PAGE>

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

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

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

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

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

     5.22. Amount of Secured Obligations. So long as the Senior Unsecured Note
Documents are in effect, the Senior Unsecured Notes are outstanding and the
Indebtedness thereunder is outstanding, the aggregate outstanding principal
amount of Secured Obligations does not, and after giving effect to each Credit
Extension will not, exceed $235,000,000.

                                   ARTICLE VI

                                    COVENANTS

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

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

          6.1.1 Within 90 days after the close of each of its fiscal years,
     financial statements prepared in accordance with Agreement Accounting
     Principles on a consolidated basis for itself and its Subsidiaries,
     including balance sheets as of the end of such period, statements of income
     and statements of cash flows, accompanied by (a) an audit report,
     unqualified as to scope, of a nationally recognized firm of independent
     public accountants or other independent public accountants reasonably
     acceptable to the Required Lenders; (b) any management letter prepared by
     said accountants and (c) a certificate of said accountants that, in the
     course of their examination necessary for their certification of the
     foregoing, no Default or Unmatured Default has come to their attention, or
     if, in the opinion of such accountants, any Default or Unmatured Default
     shall exist, stating the nature and status thereof.


                                       51

<PAGE>

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

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

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

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

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

          6.1.7 Promptly upon the filing thereof, copies of all registration
     statements and annual, quarterly, monthly or other regular reports which
     the Borrower or any of its Subsidiaries files with the Securities and
     Exchange Commission, including, without limitation, all certifications and
     other filings required by Section 302 and Section 906 of the Sarbanes-Oxley
     Act of 2002 and all rules and regulations related thereto.

          6.1.8 Intentionally Omitted.

          6.1.9 As soon as practicable, and in any event within 30 days after
     the beginning of each fiscal year of the Borrower, a copy of the plan and
     forecast (including a projected


                                       52

<PAGE>

     consolidated balance sheet, income statement and funds flow statement) of
     the Borrower for such fiscal year.

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

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

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

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

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

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

     6.5. Taxes. The Borrower will, and will cause each Subsidiary to, timely
file complete and correct United States federal and applicable material foreign,
state and local tax returns


                                       53

<PAGE>

required by law and pay when due all United States federal and other material
taxes, assessments and governmental charges and levies upon it or its income,
profits or Property, except those which are being contested in good faith by
appropriate proceedings and with respect to which adequate reserves have been
set aside in accordance with Agreement Accounting Principles.

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

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

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

     6.9. Inspection; Keeping of Books and Records. The Borrower will, and will
cause each Subsidiary to, permit the Administrative Agent and the Lenders, by
their respective representatives and agents, to inspect any of the Property,
books and financial records of the Borrower and each Subsidiary, to examine and
make copies of the books of accounts and other financial records of the Borrower
and each Subsidiary, and to discuss the affairs, finances and accounts of the
Borrower and each Subsidiary with, and to be advised as to the same by, their
respective officers at such reasonable times (but, to the extent no Default or
Unmatured Default has occurred and is continuing, during normal business hours
and upon notice) as the Administrative Agent or any Lender may designate. The
Borrower shall keep and maintain, and cause each of its Subsidiaries to keep and
maintain, in all material respects, proper books of


                                       54

<PAGE>

record and account in which entries in conformity with Agreement Accounting
Principles shall be made of all dealings and transactions in relation to their
respective businesses and activities. If a Default has occurred and is
continuing, the Borrower, upon the Administrative Agent's request, shall turn
over copies of any such records to the Administrative Agent or its
representatives.

     6.10. Restricted Payments. The Borrower will not, nor will it permit any
Subsidiary to, make any Restricted Payment (other than dividends payable in its
own capital stock) except that, (i) any Subsidiary may declare and pay dividends
or make distributions to the Borrower or to a Subsidiary that is a Guarantor
(and if such Subsidiary declaring and paying dividends or making distributions
is not a Wholly-Owned Subsidiary, also to the other holders of its equity on a
pro rata basis so long as no Default or Unmatured Default exists at the time of
payment of such dividends and distributions or would arise after giving effect
thereto) and (ii) so long as no Default or Unmatured Default exists at the time
thereof, the Borrower may redeem its capital stock in an aggregate amount not to
exceed $5,000,000.

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

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

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

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

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

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

          6.12.1 Sales of inventory in the ordinary course of business.

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


                                       55

<PAGE>

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

          6.12.4 Any of the transactions described on Schedule 6.12.4.

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

          6.12.6 Sale and Leaseback Transactions permitted by Section 6.28
     hereof.

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

          6.13.1 Cash Equivalent Investments.

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

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

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

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

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

          6.13.7 The contemplated Investments described on Schedule 6.13.7.

          6.13.8 Any advance or loan to an officer or employee of the Borrower
     or a Subsidiary made in the ordinary course of business, so long as (i)
     such advances and loans are in existence as of the Closing Date and are
     listed on Schedule 6.13.8, or (ii) all such advances and loans from the
     Borrower and the Subsidiaries extended after the


                                       56

<PAGE>

     Closing Date aggregate not more than the maximum principal sum of $500,000
     at any time outstanding.

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

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

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

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

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

     (v)  the Purchase Price for each such Acquisition shall not exceed
          $30,000,000 and, when aggregated with the Purchase Price of all other
          Permitted Acquisitions, shall not exceed, during any fiscal year of
          the Borrower, $75,000,000;

     (vi) prior to the consummation of such Permitted Acquisition with a
          Purchase Price in excess of $5,000,000, the Borrower shall have
          delivered to the Administrative Agent a pro forma consolidated balance
          sheet, income statement and cash flow statement of the Borrower and
          its Subsidiaries (the "Acquisition Pro Forma"), based on the
          Borrower's most recent financial statements delivered pursuant to
          Section 6.1.1 or 6.1.2 and using historical financial statements for
          the acquired entity provided by the seller(s) or which shall be
          complete and shall fairly present, in all material respects, the
          financial condition and results of operations and cash flows of the
          Borrower and its Subsidiaries in accordance with Agreement Accounting
          Principles, but taking into account such Permitted Acquisition and the
          funding of all Credit Extensions in connection therewith, and such
          Acquisition Pro Forma shall reflect that, on a pro forma basis, the
          Borrower would have been in compliance with the financial covenants
          set forth in Sections 6.21, 6.22 and 6.23 for the four fiscal quarter
          period reflected in the compliance certificate most recently delivered
          to the Administrative Agent pursuant to Section 6.1.3 prior to the
          consummation of such Permitted Acquisition (giving effect to such
          Permitted Acquisition and all Credit Extensions funded in connection
          therewith as if made on the first day of such period); and


                                       57

<PAGE>

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

          (A)  a near-final version (with no further material amendments to be
               made thereto) of the acquisition agreement for such Acquisition
               with a Purchase Price in excess of $5,000,000, together with
               drafts of the material schedules thereto;

          (B)  a near-final version (with no further material amendments to be
               made thereto) of all documents, instruments and agreements with
               respect to any Indebtedness to be incurred or assumed in
               connection with such Acquisition with a Purchase Price in excess
               of $5,000,000; and

          (C)  such other documents or information as shall be reasonably
               requested by the Administrative Agent in connection with such
               Acquisition with a Purchase Price in excess of $5,000,000.

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

          6.14.1 The Secured Obligations.

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

          6.14.3 To the extent approved by the Administrative Agent,
     Indebtedness arising under Rate Management Transactions; provided that the
     approval of the Administrative Agent shall only be required if and to the
     extent the Senior Unsecured Note Documents are in effect, the Senior
     Unsecured Notes are outstanding, the Indebtedness thereunder is outstanding
     and the incurrence of such Indebtedness arising under Rate Management
     Transactions could reasonably be expected to cause the aggregate
     outstanding principal amount of the Secured Obligations to exceed
     $235,000,000.

          6.14.4 The contemplated Indebtedness described on Schedule 6.14.4.

          6.14.5 Secured or unsecured purchase money Indebtedness (including
     Capitalized Leases) incurred by the Borrower or any of its Subsidiaries
     after the Closing Date to finance the acquisition of assets used in its
     business, if (1) the total of all such Indebtedness for the Borrower and
     its Subsidiaries taken together incurred on or after the Closing Date shall
     not exceed an aggregate principal amount of $10,000,000 at any one time
     outstanding in excess of the aggregate principal amount of any Capitalized
     Leases


                                       58

<PAGE>

     permitted in Section 6.14.6, (2) such Indebtedness when incurred shall not
     exceed the purchase price of the asset(s) financed, (3) no such
     Indebtedness shall be refinanced for a principal amount in excess of the
     principal balance outstanding thereon at the time of such refinancing, and
     (4) any Lien securing such Indebtedness is permitted under Section 6.15
     (such Indebtedness being referred to herein as "Permitted Purchase Money
     Indebtedness").

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

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

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

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

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

          6.14.11 Indebtedness incurred in connection with the Borrower's
     corporate credit program up to a maximum amount of $7,500,000.

          6.14.12 Additional unsecured Indebtedness of the Borrower or any
     Subsidiary, to the extent not otherwise permitted under this Section 6.14;
     provided, however, that the aggregate principal amount of such Indebtedness
     shall not exceed $5,000,000 at any time outstanding.

     Furthermore, the Borrower will cause (i) no less than 79% of the Refinanced
Indebtedness to be repaid in full on the Closing Date and (ii) the Refinancing
to be fully consummated by no later than December 2, 2005 (or such later date as
is agreed to by the Administrative Agent).

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

          6.15.1 Liens, if any, securing Secured Obligations.


                                       59

<PAGE>

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

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

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

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

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

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

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

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

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

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

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


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<PAGE>

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

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

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

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

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

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

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


                                       61

<PAGE>

Capitalized Lease or Operating Lease, to sell, transfer or otherwise convey any
of its property to the Borrower or any other Subsidiary.

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

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

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

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

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

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

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

          (vi) amends or modifies any financial or negative covenant (or
     covenant which prohibits or restricts the Borrower or any of its
     Subsidiaries from taking certain actions) in a manner which is more onerous
     or more restrictive in any material respect to the Borrower or such
     Subsidiary or which is otherwise materially adverse to the Borrower, its
     Subsidiaries and/or the Lenders or, in the case of any such covenant, which
     places material additional restrictions on the Borrower or such Subsidiary
     or which requires the Borrower or such Subsidiary to comply with more
     restrictive financial ratios or which requires the Borrower to better its
     financial performance, in each case from that set forth in the existing
     applicable covenants in the Subordinated Note Documents or the applicable
     covenants in this Agreement; or

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


                                       62

<PAGE>

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

<TABLE>
<CAPTION>
Fiscal Quarter Ending   Maximum Leverage Ratio
---------------------   ----------------------
<S>                     <C>
June 30, 2005                  3.75 to 1
September 30, 2005             3.75 to 1
December 31, 2005              3.75 to 1

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

March 31, 2007                 3.50 to 1
June 30, 2007                  3.50 to 1
September 30, 2007             3.50 to 1
December 31, 2007              3.50 to 1

March 31, 2008                 3.50 to 1
June 30, 2008                  3.50 to 1
September 30, 2008             3.50 to 1
December 31, 2008 and          3.25 to 1
the end of each
fiscal quarter
thereafter
</TABLE>

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

     6.22. Interest Coverage Ratio. The Borrower will not permit the ratio (the
"Interest Coverage Ratio"), determined as of the end of each of its fiscal
quarters for the then most-recently ended four fiscal quarters (i) Consolidated
EBITDA to (ii) Consolidated Interest Expense, all calculated for the Borrower
and its Subsidiaries on a consolidated basis, to be less than 3.00 to 1;
provided, that in calculating the Interest Coverage Ratio for the fiscal
quarters ended on or before September 30, 2006, the Consolidated Interest
Expense shall be reduced by an amount equal to the reduction in Consolidated
Interest Expense that would have been realized had the Borrower applied the
balance of its cash and Cash Equivalent Investments as of the first day of the
respective fiscal quarters to the outstanding balance of the Refinanced
Indebtedness as of such date.


                                       63

<PAGE>

     6.23. Minimum Consolidated Net Worth. The Borrower will at all times
maintain Consolidated Net Worth of not less than (i) $225,000,000 plus (ii) 75%
of Consolidated Net Income (if positive) earned in each fiscal quarter beginning
with the fiscal quarter ending September 30, 2005 plus (iii) the amount of all
Net Cash Proceeds resulting from issuances of the Borrower's or any Subsidiary's
capital stock or other equity interests to a Person other than the Borrower or
any Subsidiary.

     6.24. Capital Expenditures. The Borrower will not, nor will it permit any
Subsidiary to, expend, or be committed to expend, in excess of $25,000,000 (the
"CapEx Base Amount") for Capital Expenditures of the Borrower and its
Subsidiaries during any one fiscal year of the Borrower; provided that (x) a
one-time Capital Expenditure of not more than $20,000,000 in connection with the
construction or purchase of a new headquarters for the Borrower shall not count
against such limitation and (y) if the aggregate amount of Capital Expenditures
actually expended during any such fiscal year are less than the CapEx Base
Amount (the difference being the "Shortfall Amount"), then, so long as no
Default or Unmatured Default has occurred and is continuing, the permitted
amount of Capital Expenditures during the immediately succeeding fiscal year
only shall be an amount equal to the CapEx Base Amount plus 50% of the Shortfall
Amount.

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

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


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<PAGE>

Problem or a Financial Assistance Problem with respect to such Foreign
Subsidiary and, in lieu thereof, the Borrower and the relevant Subsidiaries
shall provide the pledge agreements required under this Section 6.26 or Section
6.27.

     6.27. Collateral. The Borrower will cause, and will cause each other Credit
Party to cause, all of its owned Property (but only, in the case of real
Property, the Mortgaged Properties) to be subject at all times to first
priority, perfected Liens in favor of the Administrative Agent for the benefit
of the Holders of Secured Obligations to secure the Secured Obligations in
accordance with the terms and conditions of the Collateral Documents, subject in
any case to Liens permitted by Section 6.15 hereof. Without limiting the
generality of the foregoing, the Borrower will (i) cause the Applicable Pledge
Percentage of the issued and outstanding equity interests of each Pledge
Subsidiary directly owned by the Borrower or any other Credit Party to be
subject at all times to a first priority, perfected Lien in favor of the
Administrative Agent to secure the Secured Obligations in accordance with the
terms and conditions of the Collateral Documents or such other security
documents as the Administrative Agent shall reasonably request and (ii) will,
and will cause each Guarantor to, deliver Mortgages, Mortgage Instruments and
deposit account control agreements or blocked account agreements with respect to
the Mortgaged Properties, and deposit accounts maintained, by the Borrower or
such Guarantor to the extent, and within such time period as is, reasonably
required by the Administrative Agent. Notwithstanding the foregoing, (1) no
pledge agreement in respect of the equity interests of a Foreign Subsidiary
shall be required hereunder to the extent such pledge thereunder is prohibited
by applicable law or its counsel reasonably determines that such pledge would
not provide material credit support for the benefit of the Holders of Secured
Obligations pursuant to legally valid, binding and enforceable pledge agreements
and (2) no amendments or supplements to such Mortgages, Mortgage Instruments,
control agreements, blocked account agreements and pledge agreements are
required to be delivered hereunder until December 31, 2005 or such later date as
the Administrative Agent may agree in the exercise of its reasonable discretion
after consultation with the Lenders (it being understood and agreed that the
failure to deliver such amendments and supplements by December 31, 2005 or such
later date shall constitute a Default under Section 7.3) with respect to (a) the
Mortgaged Properties on the Closing Date in the case of such amendments and
supplements and (b) the pledge of the equity interests in each Foreign
Subsidiary in the case of such pledge agreements; provided that the Borrower
hereby agrees to use its best efforts to cause the delivery of such amendments,
supplements and pledge agreements as soon as practicable after the Closing Date.

     6.28. Sale and Leaseback Transactions. The Borrower shall not, nor shall it
permit any Subsidiary to, enter into any Sale and Leaseback Transaction, other
than (a) Sale and Leaseback Transactions in respect of which the Net Cash
Proceeds received in connection therewith does not exceed $2,000,000 in the
aggregate during any fiscal year of the Borrower, determined on a consolidated
basis for the Borrower and its Subsidiaries and (b) the contemplated Sale and
Leaseback Transactions described in Schedule 6.28.

     6.29. Modifications to the Management Agreement. The Borrower shall not,
and shall not permit any Subsidiary to, make any amendments or modifications to
the Management Agreement without the consent of the Administrative Agent.


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

                                   ARTICLE VII

                                    DEFAULTS

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

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

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

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

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

     7.5 Failure of the Borrower or any of its Subsidiaries to pay when due any
Material Indebtedness (subject to any applicable grace period with respect
thereto, if any, set forth in the Material Indebtedness Agreement evidencing
such Material Indebtedness) which failure has not been (i) timely cured and (ii)
waived in writing by the requisite holders of such Material Indebtedness; or the
default by the Borrower or any of its Subsidiaries in the performance (beyond
the applicable grace period with respect thereto, if any) of any term, provision
or condition contained in any Material Indebtedness Agreement and such default
has not been (x) timely cured and (y) waived in writing by the requisite holders
of the Material Indebtedness in respect thereof, or any other event shall occur
or condition exist, the effect of which default,


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event or condition is to cause, or to permit the holder(s) of such Material
Indebtedness or the lender(s) under any Material Indebtedness Agreement to
cause, such Material Indebtedness to become due prior to its stated maturity; or
any Material Indebtedness of the Borrower or any of its Subsidiaries shall be
declared to be due and payable or required to be prepaid or repurchased (other
than by a regularly scheduled payment) prior to the stated maturity thereof; or
the Borrower or any of its Subsidiaries shall not pay, or admit in writing its
inability to pay, its debts generally as they become due.

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

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

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

     7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to
pay, bond or otherwise discharge one or more (i) judgments or orders for the
payment of money in excess of $10,000,000 (or the equivalent thereof in
currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments
or orders which, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect, which judgment(s), in any such case, is/are
not stayed on appeal or otherwise being appropriately contested in good faith or
otherwise not covered by a creditworthy insurer or indemnitor.

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


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

     7.12 Any Change of Control shall occur.

     7.13 The Borrower or any other member of the Controlled Group shall have
been notified by the sponsor of a Multiemployer Plan that it has incurred,
pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer
Plan in an amount which, when aggregated with all other amounts required to be
paid to Multiemployer Plans by the Borrower or any other member of the
Controlled Group as withdrawal liability (determined as of the date of such
notification), exceeds $1,000,000 or requires payments exceeding $1,000,000 per
annum.

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

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

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

     7.17 A Healthcare Event shall occur.


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                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

     8.1. Acceleration.

     (i)  If any Default described in Section 7.6 or 7.7 occurs with respect to
          the Borrower, the obligations of the Lenders to make Loans hereunder
          and the obligation and power of the LC Issuer to issue Facility LCs
          shall automatically terminate and the Secured Obligations shall
          immediately become due and payable without any election or action on
          the part of the Administrative Agent, the LC Issuer or any Lender, and
          the Borrower will be and become thereby unconditionally obligated,
          without any further notice, act or demand, to pay the Administrative
          Agent an amount in immediately available funds, which funds shall be
          held in the Facility LC Collateral Account, equal to the difference of
          (x) the amount of LC Obligations at such time less (y) the amount or
          deposit in the Facility LC Collateral Account at such time which is
          free and clear of all rights and claims of third parties and has not
          been applied against the Obligations (the "Collateral Shortfall
          Amount"). If any other Default occurs, the Required Lenders (or the
          Administrative Agent with the consent of the Required Lenders) may (a)
          terminate or suspend the obligations of the Lenders to make Loans
          hereunder and the obligation and power of the LC Issuer to issue
          Facility LCs, or declare the Secured Obligations to be due and
          payable, or both, whereupon the Secured Obligations shall become
          immediately due and payable, without presentment, demand, protest or
          notice of any kind, all of which the Borrower hereby expressly waives
          and (b) upon notice to the Borrower and in addition to the continuing
          right to demand payment of all amounts payable under this Agreement,
          make demand on the Borrower to pay, and the Borrower will forthwith
          upon such demand and without any further notice or act pay to the
          Administrative Agent the Collateral Shortfall Amount which funds shall
          be deposited in the Facility LC Collateral Account.

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

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

     (iv) At any time while any Default is continuing, neither the Borrower nor
          any Person claiming on behalf of or through the Borrower shall have
          any right to withdraw


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          any of the funds held in the Facility LC Collateral Account. After all
          of the Secured Obligations have been indefeasibly paid in full and the
          Aggregate Revolving Loan Commitment has been terminated, any funds
          remaining in the Facility LC Collateral Account shall be returned by
          the Administrative Agent to the Borrower or paid to whomever may be
          legally entitled thereto at such time.

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

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

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

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

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

          8.2.4 Amend this Section 8.2.

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


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

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

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

                                   ARTICLE IX

                               GENERAL PROVISIONS

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

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

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

     9.4. Entire Agreement. The Loan Documents embody the entire agreement and
understanding among the Borrower, the Administrative Agent, the LC Issuer and
the Lenders and supersede all prior agreements and understandings among the
Borrower, the Administrative Agent, the LC Issuer and the Lenders relating to
the subject matter thereof other than those


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contained in the fee letter described in Section 10.13 which shall survive and
remain in full force and effect during the term of this Agreement.

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

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

          (ii) The Borrower hereby further agrees to indemnify the
Administrative Agent, the Arranger, the LC Issuer, each Lender, their respective
affiliates, and each of their directors, officers and employees against all
losses, claims, damages, penalties, judgments, liabilities and expenses
(including, without limitation, all expenses of litigation or preparation
therefor whether or not the Administrative Agent, the Arranger, the LC Issuer,
any Lender or any affiliate is a party thereto, and all reasonable attorneys'
and paralegals' fees, time charges and


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<PAGE>

expenses of attorneys and paralegals of the party seeking indemnification) which
any of them may pay or incur arising out of or relating to this Agreement, the
other Loan Documents, the transactions contemplated hereby or the direct or
indirect application or proposed application of the proceeds of any Credit
Extension hereunder except to the extent that they are determined in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the party seeking
indemnification. The obligations of the Borrower under this Section 9.6 shall
survive the termination of this Agreement.

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

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

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

     9.10. Nonliability of Lenders. The relationship between the Borrower on the
one hand and the Lenders, the LC Issuer and the Administrative Agent on the
other hand shall be solely that of borrower and lender. Neither the
Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any
fiduciary responsibilities to the Borrower. Neither the Administrative Agent,
the Arranger, the LC Issuer nor any Lender undertakes any responsibility to the
Borrower to review or inform the Borrower of any matter in connection with any
phase of the Borrower's business or operations. The Borrower agrees that neither
the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have
liability to the Borrower (whether sounding in


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<PAGE>

tort, contract or otherwise) for losses suffered by the Borrower in connection
with, arising out of, or in any way related to, the transactions contemplated
and the relationship established by the Loan Documents, or any act, omission or
event occurring in connection therewith, unless it is determined in a final
non-appealable judgment by a court of competent jurisdiction that such losses
resulted from the gross negligence or willful misconduct of the party from which
recovery is sought. Neither the Administrative Agent, the Arranger, the LC
Issuer nor any Lender shall have any liability with respect to, and the Borrower
hereby waives, releases and agrees not to sue for, any special, indirect,
consequential or punitive damages suffered by the Borrower in connection with,
arising out of, or in any way related to the Loan Documents or the transactions
contemplated thereby.

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

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

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


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

     9.15. Performance of Obligations. The Borrower agrees that the
Administrative Agent may, but shall have no obligation to (i) at any time, pay
or discharge taxes, liens, security interests or other encumbrances levied or
placed on or threatened against any Collateral and (ii) after the occurrence and
during the continuance of a Default make any other payment or perform any act
required of the Borrower under any Loan Document or take any other action which
the Administrative Agent in its discretion deems necessary or desirable to
protect or preserve the Collateral, including, without limitation, any action to
(x) effect any repairs or obtain any insurance called for by the terms of any of
the Loan Documents and to pay all or any part of the premiums therefor and the
costs thereof and (y) pay any rents payable by the Borrower which are more than
30 days past due, or as to which the landlord has given notice of termination,
under any lease. The Administrative Agent shall use its best efforts to give the
Borrower notice of any action taken under this Section 9.15 prior to the taking
of such action or promptly thereafter provided the failure to give such notice
shall not affect the Borrower's obligations in respect thereof. The Borrower
agrees to pay the Administrative Agent, upon demand, the principal amount of all
funds advanced by the Administrative Agent under this Section 9.15, together
with interest thereon at the rate from time to time applicable to Floating Rate
Loans from the date of such advance until the outstanding principal balance
thereof is paid in full. If the Borrower fails to make payment in respect of any
such advance under this Section 9.15 within one (1) Business Day after the date
the Borrower receives written demand therefor from the Administrative Agent, the
Administrative Agent shall promptly notify each Lender and each Lender agrees
that it shall thereupon make available to the Administrative Agent, in Dollars
in immediately available funds, the amount equal to such Lender's Pro Rata Share
of such advance. If such funds are not made available to the Administrative
Agent by such Lender within one (1) Business Day after the Administrative
Agent's demand therefor, the Administrative Agent will be entitled to recover
any such amount from such Lender together with interest thereon at the Federal
Funds Effective Rate for each day during the period commencing on the date of
such demand and ending on the date such amount is received. The failure of any
Lender to make available to the Administrative Agent its Pro Rata Share of any
such unreimbursed advance under this Section 9.15 shall neither relieve any
other Lender of its obligation hereunder to make available to the Administrative
Agent such other Lender's Pro Rata Share of such advance on the date such
payment is to be made nor increase the obligation of any other Lender to make
such payment to the Administrative Agent. All outstanding principal of, and
interest on, advances made under this Section 9.15 shall constitute Obligations
secured by the Collateral until paid in full by the Borrower.

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

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the
government of the United States of America fight the funding of terrorism and
money laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each Person that opens an
account,


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including any deposit account, treasury management account, loan, other
extension of credit, or other financial services product. Accordingly, when the
Borrower opens an account, the Administrative Agent and the Lenders will ask for
the Borrower's name, tax identification number, business address, and other
information that will allow the Administrative Agent and the Lenders to identify
the Borrower. The Administrative Agent and the Lenders may also ask to see the
Borrower's legal organizational documents or other identifying documents.

                                    ARTICLE X

                            THE ADMINISTRATIVE AGENT

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

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

     10.3. General Immunity. Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be liable to the Borrower, or any
Lender or Holder of Secured Obligations for any action taken or omitted to be
taken by it or them hereunder or under any other Loan Document or in connection
herewith or therewith except to the extent such action or


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inaction is determined in a final, non-appealable judgment by a court of
competent jurisdiction to have arisen from the gross negligence or willful
misconduct of such Person.

     10.4. No Responsibility for Loans, Recitals, etc. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or verify
(a) any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (b) the performance or observance of any of
the covenants or agreements of any obligor under any Loan Document, including,
without limitation, any agreement by an obligor to furnish information directly
to each Lender; (c) the satisfaction of any condition specified in Article IV,
except receipt of items required to be delivered solely to the Administrative
Agent; (d) the existence or possible existence of any Default or Unmatured
Default; (e) the validity, enforceability, effectiveness, sufficiency or
genuineness of any Loan Document or any other instrument or writing furnished in
connection therewith; (f) the value, sufficiency, creation, perfection or
priority of any Lien in any Collateral; or (g) the financial condition of the
Borrower or any guarantor of any of the Obligations or of any of the Borrower's
or any such guarantor's respective Subsidiaries. The Administrative Agent shall
have no duty to disclose to the Lenders information that is not required to be
furnished by the Borrower to the Administrative Agent at such time, but is
voluntarily furnished by the Borrower to the Administrative Agent (either in its
capacity as Administrative Agent or in its individual capacity).

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

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

     10.7. Reliance on Documents; Counsel. The Administrative Agent shall be
entitled to rely upon any Note, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex, electronic mail message, statement, paper or
document believed by it to be genuine and correct


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and to have been signed or sent by the proper person or persons, and, in respect
to legal matters, upon the opinion of counsel selected by the Administrative
Agent, which counsel may be employees of the Administrative Agent. For purposes
of determining compliance with the conditions specified in Sections 4.1 and 4.2,
each Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the applicable date specifying its objection
thereto.

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

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

     10.10. Rights as a Lender. In the event the Administrative Agent is a
Lender, the Administrative Agent shall have the same rights and powers hereunder
and under any other Loan Document with respect to its Revolving Loan Commitment
and its Credit Extensions as any Lender and may exercise the same as though it
were not the Administrative Agent, and the term "Lender" or "Lenders" shall, at
any time when the Administrative Agent is a Lender, unless the context otherwise
indicates, include the Administrative Agent in its individual capacity. The
Administrative Agent and its Affiliates may accept deposits from, lend money to,
and generally


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engage in any kind of trust, debt, equity or other transaction, in addition to
those contemplated by this Agreement or any other Loan Document, with the
Borrower or any of its Subsidiaries in which the Borrower or such Subsidiary is
not restricted hereby from engaging with any other Person. The Administrative
Agent, in its individual capacity, is not obligated to remain a Lender.

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

     10.12. Successor Administrative Agent. The Administrative Agent may resign
at any time by giving written notice thereof to the Lenders and the Borrower,
such resignation to be effective upon the appointment of a successor
Administrative Agent or, if no successor Administrative Agent has been
appointed, forty-five days after the retiring Administrative Agent gives notice
of its intention to resign. Upon any such resignation, the Required Lenders
shall have the right to appoint, on behalf of the Borrower and the Lenders, a
successor Administrative Agent from among the Lenders, to the extent a Lender is
willing to act in such capacity, or, if no Lender is willing to so act, another
Person and in each case, so long as no Unmatured Default or Default has occurred
and is then continuing, with the prior consent of the Borrower. If no successor
Administrative Agent shall have been so appointed by the Required Lenders within
thirty days after the resigning Administrative Agent's giving notice of its
intention to resign, then the resigning Administrative Agent may appoint, on
behalf of the Borrower and the Lenders, a successor Administrative Agent from
among the Lenders, to the extent a Lender is willing to act in such capacity,
or, if no Lender is willing to so act, another Person and in each case, so long
as no Unmatured Default or Default has occurred and is continuing, with the
prior consent of the Borrower. Notwithstanding the previous sentence, the
Administrative Agent may at any time without the consent of the Borrower or any
Lender, appoint any of its Affiliates which is a commercial bank as a successor
Administrative Agent hereunder. If the Administrative Agent has resigned and no
successor Administrative Agent has been appointed, the Lenders may perform all
the duties of the Administrative Agent hereunder and the Borrower shall make all
payments in respect of the Obligations to the applicable Lender and for all
other purposes shall deal directly with the Lenders. No successor Administrative
Agent shall be deemed to be appointed hereunder until such successor
Administrative Agent has accepted the appointment. Any such successor
Administrative Agent shall be a commercial bank having capital and retained
earnings of at least $100,000,000. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the resigning Administrative
Agent. Upon the effectiveness of the resignation of the Administrative Agent,
the resigning Administrative Agent shall be discharged from its duties and
obligations hereunder and under the Loan Documents. After the effectiveness of
the resignation of an Administrative Agent, the provisions of this Article X
shall


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continue in effect for the benefit of such Administrative Agent in respect of
any actions taken or omitted to be taken by it while it was acting as the
Administrative Agent hereunder and under the other Loan Documents. In the event
that there is a successor to the Administrative Agent by merger, or the
Administrative Agent assigns its duties and obligations to an Affiliate pursuant
to this Section 10.12, then the term "Prime Rate" as used in this Agreement
shall mean the prime rate, base rate or other analogous rate of the new
Administrative Agent.

     10.13. Administrative Agent and Arranger Fees. The Borrower agrees to pay
to the Administrative Agent and the Arranger, for their respective accounts, the
fees agreed to by the Borrower, the Administrative Agent and the Arranger
pursuant to that certain letter agreement dated August 23, 2005, or as otherwise
agreed from time to time.

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

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

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

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

          (c) The Lenders hereby authorize the Administrative Agent, at its
option and in its discretion, to release any Lien granted to or held by the
Administrative Agent upon any Collateral (i) upon termination of the Revolving
Loan Commitments and payment and satisfaction of all of the Obligations (other
than contingent indemnity obligations and Rate Management Obligations) at any
time arising under or in respect of this Agreement or the Loan Documents or the
transactions contemplated hereby or thereby; (ii) as permitted by, but only in


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accordance with, the terms of the applicable Loan Document; or (iii) if
approved, authorized or ratified in writing by the Required Lenders, unless such
release is required to be approved by all of the Lenders hereunder. Upon request
by the Administrative Agent at any time, the Lenders will confirm in writing the
Administrative Agent's authority to release particular types or items of
Collateral pursuant to this Section 10.16.

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

                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS

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

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


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Shares. In case any such payment is disturbed by legal process, or otherwise,
appropriate further adjustments shall be made.

                                   ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

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

     12.2. Participations.

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


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     performance of such obligations, such Lender shall remain the owner of its
     Outstanding Revolving Credit Exposure and the holder of any Note issued to
     it in evidence thereof for all purposes under the Loan Documents, all
     amounts payable by the Borrower under this Agreement shall be determined as
     if such Lender had not sold such participating interests, and the Borrower
     and the Administrative Agent shall continue to deal solely and directly
     with such Lender in connection with such Lender's rights and obligations
     under the Loan Documents.

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

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

     12.3. Assignments.

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


                                       83

<PAGE>

     assignment shall be based on the Revolving Loan Commitment and/or
     Outstanding Revolving Credit Exposure (if the Revolving Loan Commitment has
     been terminated), as applicable, subject to the assignment, determined as
     of the date of such assignment or as of the "Trade Date," if the "Trade
     Date" is specified in the Assignment Agreement.

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

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


                                       84

<PAGE>

     respective Outstanding Revolving Credit Exposure), as adjusted pursuant to
     such assignment.

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

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

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

                                  ARTICLE XIII

                                     NOTICES

     13.1. Notices; Effectiveness; Electronic Communication

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

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

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

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


                                       85

<PAGE>

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

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

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

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

                                   ARTICLE XIV

         COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION

     14.1. Counterparts; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract. Except as provided in Article IV, this
Agreement shall become effective when it shall have been executed by the
Borrower, the Administrative Agent, the LC Issuer, the Lenders and the Departing


                                       86

<PAGE>

Lenders and when the Administrative Agent shall have received counterparts
hereof which, when taken together, bear the signatures of each of such parties
hereto, and thereafter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.

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

                                   ARTICLE XV

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

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

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

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


                                       87

<PAGE>

                            [SIGNATURE PAGES FOLLOW]


                                       88

<PAGE>

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

                                        RES-CARE, INC.,
                                        as the Borrower


                                        By: /s/ D. Ross Davison
                                            ------------------------------------
                                        Print Name: D. Ross Davison
                                        Title: Vice President and Treasurer
                                               10140 Linn Station Road
                                               Louisville, Kentucky  40202

                                        Attention: D. Ross Davison
                                        Telephone: (502) 394-2123
                                        FAX: (502) 394-2353


                                        JPMORGAN CHASE BANK, N.A.
                                        (successor by merger to Bank One, NA
                                        (Main Office Chicago)), as a Lender,
                                        as Swing Line Lender, as LC Issuer,
                                        and as Administrative Agent


                                        By: /s/ James Duffy Baker, Jr.
                                            ------------------------------------
                                        Name: James Duffy Baker, Jr.
                                        Title: Senior Vice President
                                               416 W. Jefferson Street
                                               Louisville, KY 40202

                                        Telephone: 502-566-3677
                                        FAX: 502-566-8200
                                        email: duffy.baker@chase.com

                                SIGNATURE PAGE TO
                                 RES-CARE, INC.
                      AMENDED AND RESTATED CREDIT AGREEMENT
                                  OCTOBER 2005

<PAGE>

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


                                        By: /s/ Deroy Scott
                                            ------------------------------------
                                        Name: Deroy Scott
                                        Title: Senior Vice President
                                        101 S. 5th Street
                                        37th Floor
                                        Louisville, KY 40202

                                        Attn: Deroy Scott
                                        Phone: 502/581-7821
                                        Fax: 502/581-7904
                                        E-mail: deroy.scott@nationalcity.com

                                SIGNATURE PAGE TO
                                 RES-CARE, INC.
                      AMENDED AND RESTATED CREDIT AGREEMENT
                                  OCTOBER 2005

<PAGE>

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


                                        By: /s/ David R. Campbell
                                            ------------------------------------
                                        Name: David R. Campbell
                                        Title: VP Team Leader
                                        500 W. Monroe
                                        Chicago, IL 60661

                                        Attention: Dionne Miller
                                        Phone: 812-441-7850
                                        Fax: 866-728-1263
                                        E-mail: Dionnemiller@ge.com

                                SIGNATURE PAGE TO
                                 RES-CARE, INC.
                      AMENDED AND RESTATED CREDIT AGREEMENT
                                  OCTOBER 2005

<PAGE>

                                        U.S. BANK NATIONAL ASSOCIATION,
                                        as Documentation Agent and as a Lender


                                        By: /s/ David A. Rink
                                            ------------------------------------
                                        Name: David A. Rink
                                        Title: Vice President

                                        US Bank
                                        Commercial Banking
                                        One Financial Square
                                        Louisville, KY 40202

                                        Attention: David A. Rink, Vice President
                                        Phone: 502-562-6648
                                        Fax: 502-562-6460
                                        E-mail: david.rink@usbank.com

                                SIGNATURE PAGE TO
                                 RES-CARE, INC.
                      AMENDED AND RESTATED CREDIT AGREEMENT
                                  OCTOBER 2005

<PAGE>

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


                                        By: /s/ Richard G. Whipple
                                            ------------------------------------
                                        Name: Richard G. Whipple
                                        Title: Assistant Vice President

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

                                        Attention: Richard G. Whipple, AVP
                                        Phone: 502-562-5337
                                        Fax: 502-562-5540
                                        E-mail: rich.whipple@53.com

                                SIGNATURE PAGE TO
                                 RES-CARE, INC.
                      AMENDED AND RESTATED CREDIT AGREEMENT
                                  OCTOBER 2005

<PAGE>

                                        BRANCH BANKING AND TRUST COMPANY,
                                        as a Lender


                                        By: /s/ Johnny L. Perry
                                            ------------------------------------
                                        Name: Johnny L. Perry
                                        Title: Senior Vice President

                                        Branch Banking and Trust Co.
                                        P.O. Box 1101
                                        Louisville, KY 40201

                                        Attention: Johnny L. Perry
                                        Phone: 502-562-5877
                                        Fax: 502-562-6990
                                        E-mail: johnny.perry@bbandt.com

                                SIGNATURE PAGE TO
                                 RES-CARE, INC.
                      AMENDED AND RESTATED CREDIT AGREEMENT
                                  OCTOBER 2005

<PAGE>

                                        OLD NATIONAL BANK, as a Lender


                                        By: /s/ Darrin J. McCauley
                                            ------------------------------------
                                        Name: Darrin J. McCauley
                                        Title: Senior Vice President
                                        333 East Main Street, Suite 100
                                        Louisville, KY 40202

                                        Attention: Darrin J. McCauley
                                        Phone: (502) 540-7315
                                        Fax: (502) 540-7366
                                        E-mail: darrin.mccauley@oldnational.com

                                SIGNATURE PAGE TO
                                 RES-CARE, INC.
                      AMENDED AND RESTATED CREDIT AGREEMENT
                                  OCTOBER 2005

<PAGE>

                                        BANK OF AMERICA, N.A., as a Lender


                                        By: /s/ Elizabeth L. Knox
                                            ------------------------------------
                                        Name: Elizabeth L. Knox
                                        Title: Senior Vice President

                                        TN1-100-04-17
                                        414 Union Street
                                        Nashville, TN 37219

                                        Attention: Elizabeth L. Knox
                                        Phone: 615-749-3918
                                        Fax: 615-749-4951
                                        E-mail: Elizabeth.knox@bankofamerica.com

                                SIGNATURE PAGE TO
                                 RES-CARE, INC.
                      AMENDED AND RESTATED CREDIT AGREEMENT
                                  OCTOBER 2005

<PAGE>

                                        The undersigned Departing
                                        Lender hereby acknowledges
                                        and agrees that, from and
                                        after the Closing Date, it
                                        is no longer a party to the
                                        Credit Agreement.

                                        MERRILL LYNCH CAPITAL, as a Departing
                                        Lender


                                        By: /s/ Luis Viera
                                            ------------------------------------
                                        Name: Luis Viera
                                        Title: Vice President

                                        7700 Wisconsin Ave.
                                        Suite 400
                                        Bethesda, MD 20814

                                        Attention: Luis Viera
                                        Phone: 301-907-2214
                                        Fax: 1-866-264-3058
                                        E-mail: luis_viera@ml.com

                                SIGNATURE PAGE TO
                                 RES-CARE, INC.
                      AMENDED AND RESTATED CREDIT AGREEMENT
                                  OCTOBER 2005

<PAGE>

                               COMMITMENT SCHEDULE

                           REVOLVING LOAN COMMITMENTS

<TABLE>
<CAPTION>
Lender                                 Amount of Revolving Loan Commitment   % of Aggregate Revolving Loan Commitment
------                                 -----------------------------------   ----------------------------------------
<S>                                    <C>                                   <C>
JPMorgan Chase Bank, N.A.              $32,500,000                           18.58%

National City Bank of Kentucky         $30,000,000                           17.14%

General Electric Capital Corporation   $30,000,000                           17.14%

U.S. Bank National Association         $30,000,000                           17.14%

Fifth Third Bank, Kentucky, Inc.       $18,000,000                           10.29%

Branch Banking and Trust Company       $11,500,000                           6.57%

Old National Bank                      $11,500,000                           6.57%

Bank of America, N.A.                  $11,500,000                           6.57%

TOTAL                                  $175,000,000.00                       100%
</TABLE>

<PAGE>

                                PRICING SCHEDULE

<TABLE>
<CAPTION>
APPLICABLE        LEVEL I   LEVEL II   LEVEL III   LEVEL IV   LEVEL V
MARGIN             STATUS    STATUS      STATUS     STATUS     STATUS
----------        -------   --------   ---------   --------   -------
<S>               <C>       <C>        <C>         <C>        <C>
Eurodollar Rate    2.50%      2.25%      2.00%       1.75%     1.50%
Floating Rate      1.00%      0.75%      0.50%       0.25%     0.00%
</TABLE>

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

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

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

     "Level I Status" exists at any date if, as of the last day of the fiscal
quarter of the Borrower referred to in the most recent Financials, the Leverage
Ratio is greater than or equal to 3.5 to 1.0.

     "Level II Status" exists at any date if, as of the last day of the fiscal
quarter of the Borrower referred to in the most recent Financials, (i) the
Borrower has not qualified for Level I Status and (ii) the Leverage Ratio is
greater than or equal to 3.0 to 1.0.

     "Level III Status" exists at any date if, as of the last day of the fiscal
quarter of the Borrower referred to in the most recent Financials, (i) the
Borrower has not qualified for Level I Status or Level II Status and (ii) the
Leverage Ratio is greater than or equal to 2.5 to 1.0.

     "Level IV Status" exists at any date if, as of the last day of the fiscal
quarter of the Borrower referred to in the most recent Financials, (i) the
Borrower has not qualified for Level I Status or Level II Status or Level III
Status and (ii) the Leverage Ratio is greater than or equal to 2.0 to 1.

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

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

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

<PAGE>

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

     Notwithstanding the foregoing, Level IV Status shall be deemed to be
applicable until the Administrative Agent's receipt of the applicable Financials
for the Borrower's fiscal quarter ending on or about September 30, 2005 and
adjustments to the Applicable Margin and Applicable Fee Rate shall thereafter be
effected in accordance with the preceding paragraph.


                                       2

<PAGE>

                                  SCHEDULE 1.1

INVESTMENT POLICY

All available Company cash and cash equivalents shall be invested under the
supervision and oversight of the Chief Financial Officer. The Treasurer shall be
responsible for determining the amount of cash required as Working Capital to
meet weekly operating cash requirements. Funds in excess of Working Capital will
be designated as the Investment Portfolio.

The purpose of this policy is to provide both the structure and flexibility
required to invest the Working Capital and Investment Portfolios in an
appropriate manner through the establishment of objectives, policies, procedures
and constraints. Working Capital shall be invested in daily money market
instruments. The Investment Portfolio shall be managed in accordance with
procedures, as set forth herein, designed to safeguard these corporate assets
and provide liquidity while obtaining an adequate yield.

INVESTMENT OBJECTIVE

The investment objective is to convert Company cash to an earning asset and back
to cash when required. All funds will be invested in such a manner as to
preserve principal and be available according to portfolio duration parameters.
To the extent that principal is not jeopardized, or liquidity sacrificed, these
funds should seek the highest yields available.

INVESTMENT GUIDELINES

The Chief Financial Officer, or his designee, is charged with the management of
the investment program. The Chief Financial Officer, or his designee, shall have
such authority as is necessary and desirable to direct the program including the
authority to open accounts with investment institutions, purchase and sell
securities and to establish safekeeping accounts or other arrangements for the
custody of securities. The Chief Financial Officer, or his designee, may elect
to use an outside Investment Manager, or direct funds through a Broker/Dealer,
to specific investment instruments. The Investment Manager or Broker/Dealer
shall maintain a rating of "A" or better as rated by Standard and Poor's or
Moodys and must have a minimum of one billion dollars in assets. The Investment
Manager or Broker/Dealer must be a member of the Securities Investors Protection
Corporation (SIPC) and shall carry a Stockbroker Blanket Bond or an insurance
policy covering customers' securities in their possession against employee
dishonesty, theft, destruction or other perils.

ELIGIBLE INVESTMENT QUALITY RATINGS

At the time of purchase, the Investment Instrument must meet or exceed at least
one published credit rating as listed below.

<PAGE>

<TABLE>
<CAPTION>
                          WORKING CAPITAL       INVESTMENT PORTFOLIO
                      ----------------------   ---------------------
RATING AGENCY         Taxable    Tax-Exempt     Taxable   Tax-Exempt
-------------         -------   ------------   --------   ----------
<S>                   <C>       <C>            <C>        <C>
Standard and Poor's   (A-1)     (P-1/SP-1)     AAA/AA/A    AAA/AA/A
Moodys                (P-1)     (VMig1/Mig1)   Aaa/Aa/A    Aaa/Aa/A
</TABLE>

If the appropriate criterion fails to be met at any time after purchase and if
there is no penalty for selling before maturity, the Investment Instrument shall
be sold. If a penalty exists, sale will be at the reasonable judgement of the
Chief Financial Officer.

APPROVED INVESTMENT INSTRUMENTS

All Investment Instruments must have readily available, liquid markets. Where
such market does not exist, the Investment Manager or Broker/Dealer shall be
required to provide immediate market liquidity.

Approved fixed income Investment Instruments are listed below. The maximum
maturity of any one Investment Instrument shall not exceed twelve months. The
weighted average maturity of the portfolio may vary as set forth below.
Securities of a single issuer, valued at cost at the time of purchase, shall not
exceed the greater of (a) $10 million for an Issuer with a credit rating of
AA/Aa or better or (b) 10% of the market value of the Investment Portfolio.
Securities issued by the U.S. Treasury, U.S. Government Agencies, or securities
that are 100% collateralized with U.S. Treasury Securities are specifically
exempted from this restriction.

Funds may be invested in any of the following Investment Instruments:

U.S. Treasuries - Direct obligations of the U.S. Treasury, such as Bills, Notes
and Bonds.

U.S. Government Agencies - Direct obligations of any of the U.S Government
Agencies listed below, through discount notes or interest bearing bonds.

     Federal Farm Credit Bank (FFCB)
     Federal Home Loan Bank  (FHLB)
     Federal Home Loan Mortgage Corp. (FHLMC)
     Federal National Mortgage Assoc. (FNMA)
     Student Loan Marketing Assoc. (SLMA)

Certificates of Deposit - Certificates of Deposit issued through a domestic bank
to the extent guaranteed by the FDIC.

Corporate Bonds -U.S. corporate securities meeting the credit rating criteria as
designated above.


                                       2

<PAGE>

Commercial Paper - Issued by a domestic corporation, or a domestic bank holding
company meeting the credit rating criteria designated above.

Corporate Auction Rate Preferred (DRD's) - Corporate preferred stocks with the
dividend rate reseting by Dutch Auction, every 49 days meeting the credit rating
criteria designated above. (70% of the dividend is exempt from federal income
tax).

Money Market Funds - Money Market Funds with next day liquidity and
non-fluctuating net asset values. The Investment Policy in the Fund's prospectus
must fall within the guidelines for Approved Investments stated above, meeting
the credit rating criteria designated above.

Municipal Securities - Municipal bonds, notes, auction rate certificates, and
daily or weekly low floaters issued by counties, cities, states or other
municipal entities meeting the credit rating criteria designated above.

GUIDELINES

<TABLE>
<CAPTION>
                                 WORKING CAPITAL PORTFOLIO              INVESTMENT PORTFOLIO
                             --------------------------------   ------------------------------------
<S>                          <C>                                <C>
Portfolio Structure::               Money Market Funds                        Bar Bell
Weighted Average Maturity:                 Daily                               90 Days
Yield Objective:                   Daily Treasury Rates              50 bps over 90 day Treasury
Manager                      National City or JP Morgan Chase   National City, JPMorgan Chase, Fifth
                                                                   Third, Jeffries or UBS Warburg
</TABLE>

SAFEKEEPING

All Investment Instruments with the exception of Money Market Funds shall be
delivered to a Corporate safekeeping account. Money Market Instruments purchased
directly from the issuing bank may be held at that bank. Transfers from one
Corporate safekeeping account to another shall be made with the approval of two
designated officers of the Corporation. Designated officers consist of the Chief
Executive Officer, the Chief Financial Officer and the Treasurer. A Statement
detailing compliance with this policy will be submitted by the Chief Financial
Officer monthly and at year end and required on a timely basis.

POLICY & PERFORMANCE REVIEW

The Audit Committee will review this Investment Policy, the guidelines and the
performance of the portfolio at least semi-annually.


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