EXHIBIT 10.41

                                                                  EXECUTION COPY







                                  $100,000,000

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                                   dated as of

                                January 28, 2004

                                      among

                       CADMUS COMMUNICATIONS CORPORATION,

                            The LENDERS Party Hereto,

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                             as Administrative Agent

                         WACHOVIA CAPITAL MARKETS, LLC,
                               as Co-Lead Arranger

                             BANK OF AMERICA, N.A.,
                             as Co-Lead Arranger and
                                Syndication Agent

                                       and

                                  BNP PARIBAS,
                                ING CAPITAL LLC,
                                       and
                         THE ROYAL BANK OF SCOTLAND PLC,
                           as Co-Documentation Agents


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                                                  TABLE OF CONTENTS
                                                                                                               Page
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<S> <C>
Article I  DEFINITIONS............................................................................................1
         Section 1.01.        Definitions.........................................................................1
         Section 1.02.        Accounting Terms and Determinations................................................23
         Section 1.03.        Use of Defined Terms...............................................................24
         Section 1.04.        Terms Generally....................................................................24
         Section 1.05.        Effectiveness of Euro Provisions...................................................24
         Section 1.06.        Currencies; Currency Equivalents...................................................24

Article II  THE CREDITS..........................................................................................24
         Section 2.01.        Commitments to Lend................................................................24
         Section 2.02.        Method of Borrowing Revolving Credit Loans.........................................25
         Section 2.03.        Notes..............................................................................27
         Section 2.04.        Maturity of Revolving Credit Loans.................................................28
         Section 2.05.        Interest Rates.....................................................................29
         Section 2.06.        Fees...............................................................................32
         Section 2.07.        Optional Termination or Reduction of Revolving Credit
                              Commitments........................................................................33
         Section 2.08.        Mandatory Reduction and Termination of Commitments.................................33
         Section 2.09.        Optional Prepayments of Revolving Credit Loans.....................................35
         Section 2.10.        Mandatory Prepayments..............................................................36
         Section 2.11.        General Provisions as to Payments..................................................36
         Section 2.12.        Computation of Interest and Fees...................................................40
         Section 2.13.        Redenomination of Alternate Currency Loans.........................................40
         Section 2.14.        Swing Line Loans...................................................................41

Article III  LETTER OF CREDIT FACILITY...........................................................................43
         Section 3.01.        Obligation to Issue................................................................43
         Section 3.02.        Types and Amounts..................................................................43
         Section 3.03.        Conditions.........................................................................43
         Section 3.04.        Issuance of Letters of Credit......................................................43
         Section 3.05.        Reimbursement Obligations; Duties of the Issuing Lender............................44
         Section 3.06.        Participations.....................................................................45
         Section 3.07.        Payment of Reimbursement Obligations...............................................47
         Section 3.08.        Compensation for Letters of Credit and Issuing Bank Reporting Requirements.........48
         Section 3.09.        Indemnification; Exoneration.......................................................48

Article IV  CONDITIONS TO BORROWINGS.............................................................................49
         Section 4.01.        Conditions to Closing..............................................................49
         Section 4.02.        Conditions to All Borrowings.......................................................53

Article V  REPRESENTATIONS AND WARRANTIES........................................................................54
         Section 5.01.        Corporate Existence and Power......................................................54
         Section 5.02.        Corporate and Governmental Authorization; No Contravention.........................54

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         Section 5.03.        Binding Effect.....................................................................54
         Section 5.04.        Financial Information..............................................................54
         Section 5.05.        Litigation.........................................................................55
         Section 5.06.        Compliance with ERISA..............................................................55
         Section 5.07.        Taxes..............................................................................55
         Section 5.08.        Subsidiaries.......................................................................56
         Section 5.09.        Not an Investment Company..........................................................56
         Section 5.10.        Public Utility Holding Company Act.................................................56
         Section 5.11.        Ownership of Property; Liens; Collateral, Etc......................................56
         Section 5.12.        No Default.........................................................................57
         Section 5.13.        Full Disclosure....................................................................57
         Section 5.14.        Environmental Matters..............................................................58
         Section 5.15.        Compliance with Laws...............................................................58
         Section 5.16.        Capital Stock......................................................................58
         Section 5.17.        Margin Stock.......................................................................58
         Section 5.18.        Insolvency.........................................................................59
         Section 5.19.        Subordinated Debt Documents and Seller Securities..................................59

Article VI  COVENANTS............................................................................................60
         Section 6.01.        Information........................................................................60
         Section 6.02.        Inspection of Property, Books and Records..........................................62
         Section 6.03.        Maximum Total Leverage Ratio.......................................................62
         Section 6.04.        Maximum Senior Leverage Ratio......................................................62
         Section 6.05.        Minimum Consolidated Net Worth.....................................................62
         Section 6.06.        Fixed Charge Coverage..............................................................63
         Section 6.07.        Loans or Advances..................................................................63
         Section 6.08.        Investments........................................................................63
         Section 6.09.        Negative Pledge....................................................................64
         Section 6.10.        Limitation on Senior Debt..........................................................64
         Section 6.11.        Maintenance of Existence...........................................................64
         Section 6.12.        Dissolution........................................................................64
         Section 6.13.        Consolidations, Mergers and Sales of Assets........................................65
         Section 6.14.        Use of Proceeds....................................................................65
         Section 6.15.        Compliance with Laws; Payment of Taxes; Compliance with Multiemployer Plans........66
         Section 6.16.        Insurance..........................................................................66
         Section 6.17.        Change in Fiscal Year..............................................................68
         Section 6.18.        Maintenance of Property............................................................68
         Section 6.19.        Environmental Notices..............................................................68
         Section 6.20.        Environmental Matters..............................................................68
         Section 6.21.        Environmental Release..............................................................68
         Section 6.22.        Transactions with Affiliates.......................................................68
         Section 6.23.        Subsidiaries.......................................................................69
         Section 6.24.        Acquisitions.......................................................................70
         Section 6.25.        Subordinated Debt, Subordinated Debt Documents and Seller
                               Securities........................................................................71
         Section 6.26.        Limitation on Sale/Leaseback Transactions and Securitizations......................72

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         Section 6.27.        No Restrictive Agreement...........................................................72
         Section 6.28.        Casualty and Condemnation..........................................................72
         Section 6.29.        Restricted Payments................................................................73

Article VII  DEFAULTS............................................................................................73
         Section 7.01.        Events of Default..................................................................73
         Section 7.02.        Notice of Default..................................................................76

Article VIII  AGENCY.............................................................................................77
         Section 8.01.        Appointment and Authority..........................................................77
         Section 8.02.        Rights as a Lender.................................................................77
         Section 8.03.        Exculpatory Provisions.............................................................77
         Section 8.04.        Reliance by Administrative Agent...................................................78
         Section 8.05.        Delegation of Duties...............................................................78
         Section 8.06.        Resignation of Administrative Agent................................................79
         Section 8.07.        Non-Reliance on Administrative Agent and Other Lenders.............................79
         Section 8.08.        No Other Duties, etc...............................................................79

Article IX  CHANGE IN CIRCUMSTANCES; COMPENSATION................................................................80
         Section 9.01.        Basis for Determining Interest Rate Inadequate or Unfair...........................80
         Section 9.02.        Illegality.........................................................................80
         Section 9.03.        Increased Costs....................................................................81
         Section 9.04.        Exchange Indemnification...........................................................82
         Section 9.05.        Regulatory Limitation..............................................................83
         Section 9.06.        Base Rate Loans Substituted for Eurocurrency Loans.................................83
         Section 9.07.        Compensation.......................................................................83
         Section 9.08.        Designation of a Different Lending Office..........................................84
         Section 9.09.        Replacement of Lenders.............................................................84

Article X  MISCELLANEOUS.........................................................................................85
         Section 10.01.       Notices; Effectiveness; Electronic Communication...................................85
         Section 10.02.       No Waivers.........................................................................86
         Section 10.03.       Expenses; Indemnity; Damage Waiver.................................................87
         Section 10.04.       Set-Offs; Sharing of Set-Offs......................................................88
         Section 10.05.       Amendments and Waivers.............................................................89
         Section 10.06.       Margin Stock Collateral............................................................91
         Section 10.07.       Successors and Assigns.............................................................91
         Section 10.08.       Treatment of Certain Information; Confidentiality..................................94
         Section 10.09.       Representation by Lenders..........................................................95
         Section 10.10.       Obligations Several................................................................95
         Section 10.11.       Survival of Certain Obligations....................................................95
         Section 10.12.       Governing Law; Arbitration; Waiver of Jury Trial, Etc..............................95
         Section 10.13.       Severability.......................................................................97
         Section 10.14.       Judgment Currency..................................................................97
         Section 10.15.       Interest...........................................................................97
         Section 10.16.       Interpretation.....................................................................97
         Section 10.17.       Counterparts; Integration; Effectiveness; Electronic Execution.....................98

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Article XI  AMENDMENT AND RESTATEMENT............................................................................98
         Section 11.01.       Interrelationship with the Existing Credit Agreement...............................98
         Section 11.02.       Confirmation of Existing Obligations...............................................99


Schedules
---------

Schedule 1.01(a)  Letters of Credit
Schedule 101(b)   Mortgages
Schedule 1.01(c)  Obligations
Schedule 1.01(d)  Revolving Credit Commitments
Schedule 1.01(e)  Mandatory Costs
Schedule 5.04(b)  Material Adverse Effect
Schedule 5.05     Material Litigation
Schedule 5.08     Existing Subsidiaries
Schedule 5.11     Property
Schedule 5.14     Disclosure of Environmental Liabilities
Schedule 6.09     Liens
Schedule 6.10     Consolidated Senior Debt


Exhibits
--------

EXHIBIT A         Revolving Credit Note
EXHIBIT B         Form of Opinion of Counsel for the Loan Parties
EXHIBIT C         Form of Opinion of Local Counsel for the Loan Parties
EXHIBIT D         [RESERVED]
EXHIBIT E         Closing Certificate
EXHIBIT F         Secretary's Certificate
EXHIBIT G         Form of Compliance Certificate
EXHIBIT H         Assignment and Assumption
EXHIBIT I         Notice of Borrowing
EXHIBIT J         Guaranty Agreement
EXHIBIT K         Indemnity, Subrogation and Contribution Agreement
EXHIBIT L         U.S. Pledge Agreement
EXHIBIT M         Collateral Agency and Intercreditor Agreement
EXHIBIT N         Swing Line Note
EXHIBIT O         Swing Line Loan Request
EXHIBIT P         Form of Notice in Respect of Issuance of Letters of Credit
EXHIBIT Q         Borrower Security Agreement
EXHIBIT R         Form of Mortgage
EXHIBIT S         Subsidiary Security Agreement
EXHIBIT T         Indian Pledge Agreement

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<PAGE>

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of
January 28, 2004 among CADMUS COMMUNICATIONS CORPORATION, the LENDERS party
hereto, BANK OF AMERICA, N.A., as Syndication Agent, BNP PARIBAS, ING CAPITAL
LLC, and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents, and
WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent.

                  The Borrower, Wachovia Bank, National Association, as
Administrative Agent and a Bank, and the Banks listed therein entered into a
certain Amended and Restated Credit Agreement dated as of June 21, 2001 (as
previously amended, the "Existing Credit Agreement").

                  The Borrower has requested that the Existing Credit Agreement
be amended and restated to make changes as the parties hereunder deem
appropriate.

                  The parties hereto agree that the Existing Credit Agreement
shall be amended and restated in its entirety, effective as of the Effective
Date, as follows:

                                   Article I

                                   DEFINITIONS

                  Section 1.01. Definitions. The terms as defined in this
Section 1.01 shall, for all purposes of this Agreement and any amendment hereto
(except as herein otherwise expressly provided or unless the context otherwise
requires), have the meanings set forth herein:

                  "Acquisition" means an acquisition by the Borrower or any of
its Subsidiaries (in a single transaction or in a series of transactions),
directly or indirectly, of (i) all or substantially all of the assets or stock
of any other Person, (ii) a business line or segment of any other Person, or
(iii) control of any other Person.

                  "Adjusted London Interbank Offered Rate" has the meaning set
forth in Section 2.05(c).

                  "Adjustment Amount" means, for any period, the following
amounts to the extent such Fiscal Quarters are included in such period: (i) for
the Fiscal Quarter ending December 31, 2002, $8,921,000; (ii) for the Fiscal
Quarter ending March 31, 2003, $1,130,000; and (iii) for the Fiscal Quarter
ending June 30, 2003, $1,964,000.

                  "Administrative Agent" means Wachovia Bank, National
Association, a national banking association organized under the laws of the
United States of America, in its capacity as agent for the Lenders hereunder,
and its successors and permitted assigns in such capacity.

                  "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                  "Administrative Agent's Letter Agreement" means, collectively,
the two (2) letter agreements, dated as of November 20, 2003 among the Borrower,
the Administrative Agent and the Arranger relating to the engagement of the
Administrative Agent and the Arranger in connection with this Agreement and

<PAGE>

certain fees from time to time payable by the Borrower to the Administrative
Agent and the Arranger, as such letter agreements shall be modified, amended,
supplemented or restated and in effect from time to time.

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

                  "Agreement" means this Second Amended and Restated Credit
Agreement, together with all amendments and supplements hereto.

                  "Alternate Currency" means, at any time, any of (i) the Euro,
(ii) the Pound Sterling and (iii) with the prior written consent of the
Administrative Agent and each Lender, any other Currency other than Dollars,
provided that, at such time, (a) such Currency is dealt with in the London
interbank deposit market, (b) such Currency is freely transferable and
convertible into Dollars in the London foreign exchange market, and (c) no
central bank or other governmental authorization in the country of issue of such
Currency is required to permit use of such Currency by any Lender for making any
Loan and/or to permit the Borrower to borrow and repay the principal thereof and
to pay the interest thereon (unless such authorization has been obtained and is
in full force and effect).

                  "Alternate Currency Commitment" means with respect to all
Lenders, an aggregate principal amount at any one time outstanding, not
exceeding $25,000,000 (as such amount may be reduced from time to time pursuant
to Sections 2.07 and 2.08) provided that the aggregate principal amount of all
Alternate Currency Loans, together with the aggregate outstanding principal
amount of all Revolving Credit Loans denominated in Dollars, Swing Line Loans
and Letter of Credit Obligations, at any one time outstanding shall not at any
one time exceed the aggregate amount of the Revolving Credit Commitments of all
the Lenders at such time.

                  "Alternate Currency Equivalent" means, with respect to any
amount in Dollars, the amount of any Alternate Currency that could be purchased
with such amount of Dollars using the reciprocal of the foreign exchange rate(s)
specified in the definition of the term "Dollar Equivalent", as determined by
the Administrative Agent.

                  "Alternate Currency Loan" means Eurocurrency Loans denominated
in an Alternate Currency.

                  "Applicable Commitment Fee Rate" has the meaning set forth in
Section 2.06(a).

                  "Applicable Law" means all applicable provisions of
constitutions, laws, statutes, ordinances, rules, treaties, regulations,
permits, licenses, approvals, interpretations and orders of courts or
Governmental Authorities and all orders and decrees of all courts and
arbitrators.

                  "Applicable Margin" has the meaning set forth in Section
2.05(a).

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                  "Applicable Percentage" means with respect to any Lender, the
percentage of the total Revolving Credit Commitments represented by such
Lender's Revolving Credit Commitment. If the Revolving Credit Commitments have
terminated or expired, the Applicable Percentages shall be determined based upon
the Revolving Credit Commitments most recently in effect, giving effect to any
assignments.

                  "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.

                  "Assignment and Assumption" means an assignment and assumption
entered into by a Lender and an Eligible Assignee (with the consent of any party
whose consent is required by Section 10.07(b)), and accepted by the
Administrative Agent, in substantially the form of Exhibit H or any other form
approved by the Administrative Agent.

                  "Base Rate" means for any Base Rate Loan for any day, the rate
per annum equal to the higher as of such day of (i) the Prime Rate, and (ii)
one-half of one percent above the Federal Funds Rate for such day. For purposes
of determining the Base Rate for any day, changes in the Prime Rate and the
Federal Funds Rate shall be effective on the date of each such change.

                  "Base Rate Borrowing" means a Revolving Credit Borrowing if
the advances under such borrowing bear or are to bear interest calculated by
reference to the Base Rate.

                  "Base Rate Loan" means Revolving Credit Loans and Swing Line
Loans which bear or are to bear interest calculated by reference to the Base
Rate.

                  "Borrower" means Cadmus Communications Corporation, a
corporation incorporated under the laws of the Commonwealth of Virginia, and its
successors and permitted assigns.

                  "Borrower Security Agreement" means the Amended and Restated
Borrower Security Agreement dated as of even date herewith between the Borrower
and the Collateral Agent, substantially in the form attached hereto as Exhibit
Q, as modified, amended, supplemented or restated from time to time.

                  "Capital Expenditures" means, for any period, the sum of all
capital expenditures incurred during such period by the Borrower and its
Consolidated Subsidiaries (other than capitalized interest), as determined in
accordance with GAAP.

                  "Capital Stock" means any nonredeemable capital stock of the
Borrower or any Consolidated Subsidiary (to the extent issued to a Person other
than the Borrower), whether common or preferred.

                  "Cash Equivalents" means: (1) marketable direct obligations
issued by, or unconditionally guaranteed by, the United States Government or
issued by any agency thereof and backed by the full faith and credit of the
United States, in each case maturing within one year from the date of
acquisition thereof; (2) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or


                                      -3-
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any public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition, having one of the two
highest ratings obtainable from either S&P or Moody's; (3) commercial paper
maturing no more than one year from the date of creation thereof and, at the
time of acquisition, having a rating of at least A-1 from S&P or at least P-1
from Moody's; (4) certificates of deposit or bankers' acceptances maturing
within one year from the date of acquisition thereof issued by any bank
organized under the laws of the United States of America or any state thereof or
the District of Columbia or any U.S. branch of a foreign bank having at the date
of acquisition thereof combined capital and surplus of not less than $250.0
million; (5) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clause (1) above entered into
with any bank meeting the qualifications specified in clause (4) above; and (6)
investments in money market funds which invest substantially all their assets in
securities of the types described in clauses (1) through (5) above.

                  "CERCLA" means the Comprehensive Environmental Response
Compensation and Liability Act, 42 U.S.C.ss.9601 et seq. and its implementing
regulations and amendments.

                  "CERCLIS" means the Comprehensive Environmental Response
Compensation and Liability Information System established pursuant to CERCLA.

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

                  "Closing Certificate" has the meaning set forth in Section
4.01(c).

                  "Code" means the Internal Revenue Code of 1986, as amended, or
any successor Federal tax code. Any reference to any provision of the Code shall
also be deemed to be a reference to any successor provision or provisions
thereof.

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

                  "Collateral Agency Agreement" means the Amended and Restated
Collateral Agency Agreement dated as of even date herewith among the Collateral
Agent, the Lenders, the Borrower, the Guarantors and the Pledgor Subsidiaries,
substantially in the form attached hereto as Exhibit M.

                  "Collateral Agent" means Wachovia Bank, National Association,
a national banking association organized under the laws of the United States of
America, in its capacity as collateral agent for the Secured Parties under the
Security Documents, the Guaranty, and the Collateral Agency Agreement.



                                      -4-
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                  "Commitment Fee Determination Date" has the meaning set forth
in Section 2.06(a).

                  "Compliance Certificate" has the meaning set forth in Section
6.01(c).

                  "Consolidated EBITDA" means, for any period, the sum of (a)
Consolidated Net Income for such period, (b) taxes on income of the Borrower and
its Consolidated Subsidiaries for such period to the extent deducted in
determining Consolidated Net Income for such period, (c) Consolidated Interest
Expense for such period, (d) book depreciation expenses of the Borrower and its
Consolidated Subsidiaries for such period, and (e) amortization of intangible
assets of the Borrower and its Consolidated Subsidiaries for such period, all
determined with respect to the Borrower and its Consolidated Subsidiaries on a
consolidated basis for such period and in accordance with GAAP. In determining
Consolidated EBITDA for any period, (i) any Consolidated Subsidiary acquired
during such period by the Borrower or any other Consolidated Subsidiary shall be
included on a pro forma, historical basis as if it had been a Consolidated
Subsidiary during such entire period, (ii) any amounts which would be included
in a determination of Consolidated EBITDA for such period with respect to assets
acquired during such period by the Borrower or any Consolidated Subsidiary shall
be included in the determination of Consolidated EBITDA for such period and the
amount thereof shall be calculated on a pro forma, historical basis as if such
assets had been acquired by the Borrower or such Consolidated Subsidiary prior
to the first day of such period, (iii) any Consolidated Subsidiary sold during
such period by the Borrower or any other Consolidated Subsidiary shall be
excluded as if it had not been a Consolidated Subsidiary at any time during such
period, and (iv) any amounts which would be otherwise included in a
determination of Consolidated EBITDA for such period with respect to assets sold
or otherwise disposed of during such period by the Borrower or any Consolidated
Subsidiary shall be excluded in the determination of Consolidated EBITDA for
such period and the amount excluded shall be calculated as if such assets had
been sold or otherwise disposed of by the Borrower or such Consolidated
Subsidiary prior to the first day of such period.

                  "Consolidated Fixed Charges" for any period means the sum of
(i) Consolidated Interest Expense for such period, (ii) all scheduled principal
payments due in respect of any Consolidated Total Debt for such period, (iii)
Lease Expenses for such period, and (iv) cash Taxes paid or payable (net of any
cash tax refunds) by the Borrower or any of its Consolidated Subsidiaries during
such period.

                  "Consolidated Interest Expense" for any period means interest
expensed in respect of Debt of the Borrower or any of its Consolidated
Subsidiaries outstanding during such period; provided that there shall be
excluded from Consolidated Interest Expense any amount that would otherwise be
included therein with respect to the non-cash amortization of deferred financing
costs.

                  "Consolidated Net Income" means, for any period, (i) the Net
Income of the Borrower and its Consolidated Subsidiaries determined on a
consolidated basis for such period plus (ii) the Adjustment Amount for such
period plus (iii) premiums paid and expensed during such period in connection
with the refinancing of all or substantially all of the Senior Subordinated


                                      -5-
<PAGE>

Notes in a single transaction or series of transactions (to the extent financed
by an increase in the principal amount of Subordinated Debt and/or up to
$2,500,000 of Senior Debt) plus (iv) any written off deferred loan costs during
such period in connection with the refinancing of all or substantially all of
the Senior Subordinated Notes in a single transaction or series of transactions,
but excluding (i) extraordinary items and (ii) any equity interests of the
Borrower or any Subsidiary in the unremitted earnings of any Person that is not
a Subsidiary.

                  "Consolidated Net Worth" means, at any time, Stockholders'
Equity.

                  "Consolidated Senior Debt" means, at any date, the Debt of the
Borrower and its Consolidated Subsidiaries determined on a consolidated basis as
of such date, but excluding Subordinated Debt.

                  "Consolidated Subsidiary" means at any date any Subsidiary or
other entity the accounts of which, in accordance with GAAP, would be
consolidated with those of the Borrower in its consolidated financial statements
as of such date.

                  "Consolidated Total Assets" means, at any time, the total
assets of the Borrower and its Consolidated Subsidiaries, determined on a
consolidated basis, as set forth or reflected on the most recent consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries, prepared in
accordance with GAAP.

                  "Consolidated Total Debt" means, at any date, the Debt
(including, without limitation, Subordinated Debt) of the Borrower and its
Consolidated Subsidiaries determined on a consolidated basis as of such date.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

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

                  "Currency" means Dollars or any Alternate Currency.

                  "Debt" of any Person means at any date, without duplication,
(i) all obligations of such Person for borrowed money, (ii) all obligations of
such Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person to pay the deferred purchase price of
property or services (except trade accounts payable arising in the ordinary
course of business that are not overdue by 90 days or more or are being
contested in good faith by appropriate proceedings promptly instituted and
diligently conducted), (iv) all obligations of such Person as lessee under
capital leases, (v) all obligations of such Person to reimburse any bank or
other Person in respect of amounts payable under a banker's acceptance, (vi) all
Redeemable Preferred Stock of such Person (in the event such Person is a
corporation), (vii) all obligations of such Person to reimburse any bank or
other Person in respect of amounts paid under a letter of credit or similar


                                      -6-
<PAGE>

instrument, (viii) all Debt of others secured by a Lien on any asset of such
Person, whether or not such Debt is assumed by such Person, and (ix) all Debt of
others Guaranteed by such Person.

                  "Default" means any condition or event which constitutes an
Event of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived in writing, become an Event of Default.

                  "Default Rate" means, with respect to any Revolving Credit
Loan or Swing Line Loan, on any day, the sum of 2% plus the then highest
interest rate (including the Applicable Margin) which may be applicable to any
Eurocurrency Loan or Base Rate Loan hereunder (irrespective of whether any such
type of loans are actually outstanding hereunder) and, with respect to the
issuance or renewal of any Letter of Credit hereunder, the sum of 2% plus the
Applicable Margin.

                  "Disposition" has the meaning set forth in Section 2.08(b)(2).

                  "Dollar Equivalent" means, with respect to any principal of or
interest on any Loan made or continued, or to be made or continued, denominated
in an Alternate Currency, the amount of Dollars that would be required to
purchase the amount of the Alternate Currency of such principal or interest,
based on the most favorable spot exchange rate determined by the Administrative
Agent at approximately 11:00 A.M. Charlotte, North Carolina time, two (2)
Business Days before such Loan is made or continued or to be made or continued,
(or as otherwise provided in (i) Section 2.10 or (ii) in the case of any
redenomination under Section 2.13, on the date of such redenomination).

                  "Dollars" or "$" means dollars in lawful money of the United
States of America.

                  "Domestic" means, as to any Person, a Person which is created
or organized under the laws of the United States of America, any of its states
or the District of Columbia.

                  "Domestic Business Day" means any day except a Saturday,
Sunday or other day on which commercial banks in Charlotte, North Carolina and
New York, New York are authorized or required by law to close.

                  "Domestic Lending Office" means, as to each Lender, the office
located at its address set forth on the Administrative Questionnaire as its
Domestic Lending Office, or such other office as such Lender may hereafter
designate as its Domestic Lending Office by notice to the Borrower and the
Administrative Agent.

                  "EBITDA" means, for any period, the sum of (i) net income of
such Person for such period; (ii) interest expense of such Person for such
period, (iii) taxes on income of such Person for such period to the extent
deducted in determining net income for such period, (iv) depreciation for such
period and (v) amortization of intangible assets of such Person for such period.
In determining EBITDA for any period, (a) any amounts which would be included in
a determination of EBITDA for such period with respect to assets acquired during
such period by such Person shall be included in the determination of EBITDA for
such period and the amount thereof shall be calculated on a pro forma,
historical basis as if such assets had been acquired by such Person prior to the
first day of such period, and (b) any amounts which would be otherwise included


                                      -7-
<PAGE>

in a determination of EBITDA for such period with respect to assets sold or
otherwise disposed of during such period by such Person shall be excluded in the
determination of EBITDA for such period and the amount excluded shall be
calculated as if such assets had been sold or otherwise disposed of by such
Person prior to the first day of such period.

                  "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
10.05).

                  "Eligible Assignee" means (a) a Lender, (b) an Affiliate of a
Lender, (c) an Approved Fund, and (d) any other Person (other than a natural
person) approved by (i) the Administrative Agent, (ii) in the case of any
assignment of a Revolving Credit Commitment, the Issuing Bank, and (iii) unless
an Event of Default has occurred and is continuing, the Borrower (each such
approval not to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, "Eligible Assignee" shall not include the
Borrower or any of the Borrower's Affiliates or Subsidiaries.

                  "EMU" means economic and monetary union as contemplated in the
Treaty on European Union.

                  "EMU Legislation" means legislative measures of the European
Council for the introduction of, changeover to or operation of a single or
unified European currency (whether known as the euro or otherwise), being in
part the implementation of the third stage of EMU.

                  "Environmental Authority" means any foreign, federal, state,
local or regional government that exercises any form of jurisdiction or
authority under any Environmental Requirement.

                  "Environmental Authorizations" means all licenses, permits,
orders, approvals, notices, registrations or other legal prerequisites for
conducting the business of the Borrower or any Subsidiary required by any
Environmental Requirement.

                  "Environmental Judgments and Orders" means all judgments,
decrees or orders arising from or in any way associated with any Environmental
Requirements, whether or not entered upon consent or written agreements with an
Environmental Authority or other entity arising from or in any way associated
with any Environmental Requirement, whether or not incorporated in a judgment,
decree or order.

                  "Environmental Laws" means any and all federal, state, local
and foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or to emissions,
discharges or releases of pollutants, contaminants, petroleum or petroleum
products, chemicals or industrial, toxic or hazardous substances or wastes into
the environment, including, without limitation, ambient air, surface water,
groundwater or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of


                                      -8-
<PAGE>

pollutants, contaminants, petroleum or petroleum products, chemicals or
industrial, toxic or hazardous substances or wastes or the clean-up or other
remediation thereof.

                  "Environmental Liabilities" means any liabilities, whether
accrued, contingent or otherwise, arising from and in any way associated with
any Environmental Requirements.

                  "Environmental Notices" means notice from any Environmental
Authority or by any other person or entity, of possible or alleged noncompliance
with or liability under any Environmental Requirement, including without
limitation any complaints, citations, demands or requests from any Environmental
Authority or from any other person or entity for correction of any violation of
any Environmental Requirement or any investigations concerning any violation of
any Environmental Requirement.

                  "Environmental Proceedings" means any judicial or
administrative proceedings arising from or in any way associated with any
Environmental Requirement.

                  "Environmental Releases" means releases as defined in CERCLA
or under any applicable state or local environmental law or regulation.

                  "Environmental Requirements" means any legal requirement
relating to health, safety or the environment and applicable to the Borrower,
any Subsidiary or the Properties, including but not limited to any such
requirement under CERCLA or similar state legislation and all federal, state and
local laws, ordinances, regulations, orders, writs, decrees and common law.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, or any successor law and the regulations
promulgated and rulings issued thereunder. Any reference to any provision of
ERISA shall also be deemed to be a reference to any successor provision or
provisions thereof.

                  "Euro" means the single Currency of Participating Member
States of the European Union.

                  "Eurocurrency Borrowing" means a Revolving Credit Borrowing
denominated in any Currency if the advances under such borrowing bear or are to
bear interest at a rate based upon the London Interbank Offered Rate.

                  "Eurocurrency Business Day" means any Domestic Business Day on
which dealings in Dollar deposits are carried out in the London interbank
market.

                  "Eurocurrency Lending Office" means, as to each Lender, the
office located at its address set forth on the Administrative Questionnaire as
its Eurocurrency Lending Office, or such other office as such Lender may
hereafter designate as its Eurocurrency Lending Office by notice to the Borrower
and the Administrative Agent.

                  "Eurocurrency Loan" means Revolving Credit Loans denominated
in any Currency which bear or are to bear interest at a rate based upon the
London Interbank Offered Rate.

                  "Eurocurrency Reserve Percentage" has the meaning set forth in
Section 2.05(c).

                  "Event of Default" has the meaning set forth in Section 7.01.

                                      -9-
<PAGE>

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender, the Issuing Bank or any other recipient of any payment to be
made by or on account of any obligation of the Borrower hereunder, (a) taxes
imposed on or measured by its overall net income (however denominated), and
franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction
(or any political subdivision thereof) under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 9.09), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
hereto (or designates a new lending office) or is attributable to such Foreign
Lender's failure or inability (other than as a result of a Change in Law) to
comply with Section 2.11(g), except to the extent that such Foreign Lender (or
its assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to Section 2.11(c).

                  "Executive Officer" means, with respect to any Person, the
president, any vice president, the treasurer or the chief financial officer of
such Person.

                  "Existing Credit Agreement" shall have the meaning set forth
in the second paragraph of this Agreement.

                  "Federal Funds Rate" means, for any day, the rate per annum
(rounded upward, if necessary, to the next higher 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Domestic
Business Day next succeeding such day, provided that (i) if the day for which
such rate is to be determined is not a Domestic Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding
Domestic Business Day as so published on the next succeeding Domestic Business
Day, and (ii) if such rate is not so published for any day, the Federal Funds
Rate for such day shall be the average rate charged to Wachovia on such day on
such transactions as determined by the Administrative Agent.

                  "Foreign Lending Office" means, as to each Lender, the office
located at its address set forth on the Administrative Questionnaire as its
Foreign Lending Office, or such other office as such Lender may hereafter
designate as its Foreign Lending Office by notice to the Borrower and the
Administrative Agent.

                  "Fiscal Quarter" means any fiscal quarter of the Borrower.

                  "Fiscal Year" means any fiscal year of the Borrower.

                  "Fixed Charge Coverage Ratio" means the ratio, measured as of
the last day of each Fiscal Quarter, of (a) (i) the sum of Consolidated EBITDA
plus (ii) Lease Expenses, minus (iii) Capital Expenditures minus (iv) the
aggregate amount of cash dividends made by the Borrower, each for the Fiscal


                                      -10-
<PAGE>

Quarter then ended and the immediately preceding three Fiscal Quarters, to (b)
Consolidated Fixed Charges for the Fiscal Quarter then ended and the immediately
preceding three Fiscal Quarters.

                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower is resident for tax
purposes. For purposes of this definition, the United States of America, each
State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.

                  "Foreign Subsidiary" means any Subsidiary organized under the
laws of any country other than the United States of America, or state thereof,
which (if such Subsidiary were to become Guarantor hereunder) the Borrower and
the Administrative Agent have determined would either result in adverse tax
consequences under Section 956 of the Code or would contravene any applicable
law, rule or regulation.

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

                  "GAAP" means generally accepted accounting principles applied
on a basis consistent with those which, in accordance with Section 1.02, are to
be used in making the calculations for purposes of determining compliance with
the terms of this Agreement.

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

                  "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt or other
obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to secure, purchase or pay (or advance or supply funds for the
purchase or payment of) such Debt or other obligation (whether arising by virtue
of partnership arrangements, by agreement to keep-well, to purchase assets,
goods, securities or services, to provide collateral security, to take-or-pay,
or to maintain financial statement conditions or otherwise) or (ii) entered into
for the purpose of assuring in any other manner the obligee of such Debt or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part), provided that the term Guarantee shall
not include endorsements for collection or deposit in the ordinary course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

                  "Guarantors" means the Subsidiaries (other than Foreign
Subsidiaries and Non-Operating Subsidiaries) from time to time party to the
Guaranty.

                  "Guaranty" means the Amended and Restated Guaranty Agreement
executed by each of the Guarantors substantially in the form of Exhibit J


                                      -11-
<PAGE>

hereto, either as originally executed or as it may be from time to time
supplemented, modified, amended, renewed, extended or restated from time to
time.

                  "Hazardous Materials" includes, without limitation, (a) solid
or hazardous waste, as defined in the Resource Conservation and Recovery Act of
1980, 42 U.S.C. ss.6901 et seq. and its implementing regulations and amendments,
or in any applicable state or local law or regulation, (b) any "hazardous
substance", "pollutant" or "contaminant", as defined in CERCLA, or in any
applicable state or local law or regulation, (c) gasoline, or any other
petroleum product or by-product, including crude oil or any fraction thereof,
(d) toxic substances, as defined in the Toxic Substances Control Act of 1976, or
in any applicable state or local law or regulation and (e) insecticides,
fungicides, or rodenticides, as defined in the Federal Insecticide, Fungicide,
and Rodenticide Act of 1975, or in any applicable state or local law or
regulation, as each such Act, statute or regulation may be amended from time to
time.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Indemnity, Subrogation and Contribution Agreement" means the
Amended and Restated Indemnity, Subrogation and Contribution Agreement to be
entered into among the Borrower, the Guarantors, the Pledgor Subsidiaries and
the Collateral Agent, substantially in the form attached hereto as Exhibit K, as
modified, amended, supplemented or restated from time to time.

                  "Indian Pledge Agreement" means the Amended and Restated
Indian Pledge Agreement dated as of even date herewith executed by Cadmus
KnowledgeWorks International Ltd. In favor of the Collateral Agent, for the
ratable benefit of the Lenders, substantially in the form attached hereto as
Exhibit T, as modified, amended, supplemented or restated from time to time.

                  "Interest Period" means: (1) with respect to each Eurocurrency
Borrowing, the period commencing on the date of such borrowing and ending on the
numerically corresponding day in the first, second, third or sixth month
thereafter, as the Borrower may elect in the applicable Notice of Borrowing;
provided that:

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

                  (b) any Interest Period which begins on the last Eurocurrency
         Business Day of a calendar month (or on a day for which there is no
         numerically corresponding day in the appropriate subsequent calendar
         month) shall, subject to clause (c) below, end on the last Eurocurrency
         Business Day of the appropriate subsequent calendar month; and

                  (c) any Interest Period applicable to a Revolving Credit Loan
         which begins before the Revolving Credit Maturity Date and would
         otherwise end after the Revolving Credit Maturity Date shall end on the
         Revolving Credit Maturity Date; and



                                      -12-
<PAGE>

         (2) with respect to each Base Rate Borrowing, the period commencing on
the date of such borrowing and ending 30 days thereafter; provided that:

                  (a) any Interest Period (subject to clause (b) below) which
          would otherwise end on a day which is not a Domestic Business Day
          shall be extended to the next succeeding Domestic Business Day; and

                  (b) any Interest Period applicable to a Revolving Credit Loan
          which begins before the Revolving Credit Maturity Date and would
          otherwise end after the Revolving Credit Maturity Date shall end on
          the Revolving Credit Maturity Date.

                  "Investment" means any investment in any Person, whether by
means of purchase or acquisition of obligations or securities of such Person,
capital contribution to such Person, loan or advance to such Person, making of a
time deposit with such Person, Guarantee or assumption of any obligation of such
Person or otherwise.

                  "Issuing Bank" means Wachovia, in its capacity as issuer of
Letters of Credit hereunder, or such other Lender as the Borrower may from time
to time select as the Issuing Bank hereunder pursuant to Article III.

                  "Lease Expenses" means, with respect to any Person for any
fiscal period, the aggregate rental obligations of such Person determined in
accordance with GAAP which are payable in respect of such period under leases of
real or personal property (net of income from subleases thereof, but including
taxes, insurance, maintenance and similar expenses that the lessee is obligated
to pay under the terms of such leases), whether or not such obligations are
reflected as liabilities or commitments on a consolidated balance sheet of such
Person or in the notes thereto.

                  "Lender" means each financial institution listed on the
signature pages hereof as having a Revolving Credit Commitment, and its
successors and assigns.

                  "Letter of Credit" means a letter of credit issued by the
Issuing Bank for the account of the Borrower or any Loan Party pursuant to
Article III or listed on Schedule 1.01(a) hereto. A Letter of Credit may be a
commercial letter of credit or a standby letter of credit.

                  "Letter of Credit Application Agreement" means, with respect
to a Letter of Credit, such form of application therefor (whether in a single or
several documents) as the Issuing Bank may employ in the ordinary course of
business for its own account, with such modifications thereto as may by agreed
upon by the Issuing Bank and the Borrower and are not materially adverse to the
interests of the Lenders; provided, however, that in the event of any conflict
between the terms of any Letter of Credit Application Agreement and this
Agreement, the terms of this Agreement shall control.

                  "Letter of Credit Fee" has the meaning set forth in Section
3.08.

                  "Letter of Credit Obligations" means, at any particular time,
without duplication, the sum of (a) the Reimbursement Obligations at such time,
(b) the aggregate maximum amount available for drawing under the Letters of
Credit at such time and (c) the aggregate maximum amount available for drawing


                                      -13-
<PAGE>

under Letters of Credit the issuance of which has been authorized by the Issuing
Bank but which have not yet been issued.

                  "Lien" means, with respect to any asset, any mortgage, deed to
secure debt, deed of trust, lien, pledge, charge, security interest, security
title, preferential arrangement which has the practical effect of constituting a
security interest or encumbrance, servitude or encumbrance of any kind in
respect of such asset to secure or assure payment of a Debt or a Guarantee,
whether by consensual agreement or by operation of statute or other law, or by
any agreement, contingent or otherwise, to provide any of the foregoing. For the
purposes of this Agreement, the Borrower or any Subsidiary shall be deemed to
own subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such asset.

                  "Loans" means each of the Revolving Credit Loans and the Swing
Line Loans.

                  "Loan Documents" means this Agreement, the Notes (if any), the
Guaranty, the Security Documents, the Indemnity, Subrogation and Contribution
Agreement, the Collateral Agency Agreement, any other document evidencing,
relating to or securing the Swing Line Loans, the Revolving Credit Loans or the
Letters of Credit, and any other document or instrument delivered from time to
time in connection with this Agreement, the Notes (if any), the Guaranty, the
Security Documents, the Indemnity, Subrogation and Contribution Agreement, the
Collateral Agency Agreement, the Swing Line Loans, the Revolving Credit Loans or
the Letters of Credit, as such documents and instruments may be amended or
supplemented from time to time.

                  "Loan Parties" means collectively the Borrower and each
Subsidiary of the Borrower that is now or hereafter a party to any of the Loan
Documents.

                  "London Interbank Offered Rate" has the meaning set forth in
Section 2.05(c).

                  "Mack/Seller Promissory Notes" means the three (3) 11.5%
Subordinated Promissory Notes due March 31, 2010 (to the extent such notes have
been or may be amended in a manner permitted by this Agreement, as so amended)
issued by the Borrower in a principal amount not to exceed $6,415,000.

                  "Mandatory Costs" means, with respect to any Lender, the
percentage rate per annum calculated by the Administrative Agent in accordance
with Schedule 1.01(e).

                  "Margin Stock" means "margin stock" as defined in Regulation
T, U or X of the Board of Governors of the Federal Reserve System, as in effect
from time to time, together with all official rulings and interpretations issued
thereunder.

                  "Material Adverse Effect" means, with respect to any event,
act, condition or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, or governmental investigation or
proceeding), whether singly or in conjunction with any other event or events,
act or acts, condition or conditions, occurrence or occurrences, whether or not
related, a material adverse change in, or a material adverse effect upon, any of
(a) the financial condition, operations, business, properties or prospects of
the Borrower and its Consolidated Subsidiaries taken as a whole, (b) the rights
and remedies of the Administrative Agent, the Collateral Agent or the Lenders


                                      -14-
<PAGE>

under the Loan Documents, or the ability of the Borrower to perform its
obligations under the Loan Documents to which it is a party, as applicable, or
(c) the legality, validity or enforceability of this Agreement, any Note, the
Guaranty or the Security Documents.

                  "Moody's" means Moody's Investors Service, Inc., and its
successors and assigns.

                  "Mortgages" means, collectively, the amended and restated
mortgages, deeds of trust and deeds to secure debt listed on Schedule 1.01(b)
hereto, which shall be substantially in the form attached hereto as Exhibit R,
with such changes as shall be required to conform such Mortgage to the
applicable laws and customary practices of the state in which such Mortgage is
to be recorded.

                  "Multiemployer Plan" shall have the meaning set forth in
Section 4001(a)(3) of ERISA.

                  "Net Disposition Proceeds" means the aggregate proceeds
received by the Borrower or a Subsidiary, in cash or any Cash Equivalent
(including payments in respect of deferred payment obligations when received in
form of cash or Cash Equivalents), upon the sale or other disposition of any
property (whether real, personal, mixed, tangible or intangible, including any
Stock) to a Person other than the Borrower or a Consolidated Subsidiary, after
deducting from the amount of such proceeds the sum of:

                  (a)all reasonable costs and expenses of such sale or
         disposition;

                  (b) all amounts actually set aside as a reserve, in accordance
         with GAAP, against any liabilities under any indemnification
         obligations associated with such sale or disposition; provided that to
         the extent any amounts set aside as reserves are not used to pay
         indemnification obligations and such reserves are no longer required,
         an amount equal to such reserves shall be Net Disposition Proceeds;

                  (c) all taxes actually paid or payable by the Borrower or such
         Subsidiary as a result of gain recognized in connection with the sale
         or disposition of such property; provided that to the extent that any
         such taxes paid or payable are refunded or are no longer payable, as
         the case may be, an amount equal to such taxes shall be Net Disposition
         Proceeds; and

                  (d) amounts payable to holders of Permitted Liens, if any;

provided, however: that if at any time any non-cash consideration received by
the Borrower or any Subsidiary of the Borrower, as the case may be, in
connection with any sale or disposition of any property is converted into or
sold or otherwise disposed of for cash (other than interest received with
respect to any such non-cash consideration), then such conversion or disposition
shall be deemed to constitute a disposition of assets hereunder and the Net
Disposition Proceeds thereof shall be applied in accordance with this Agreement.



                                      -15-
<PAGE>

                  "Net Income" means, as applied to any Person for any period,
the aggregate amount of net income of such Person, after taxes, for such period,
as determined in accordance with GAAP.

                  "Net Proceeds of Capital Stock" means any and all proceeds
(whether cash or non-cash) or other consideration received by the Borrower or a
Consolidated Subsidiary in respect of the issuance of Capital Stock (including,
without limitation, the aggregate amount of any and all Debt converted into
Capital Stock), from a Person other than the Borrower or a Consolidated
Subsidiary, after deducting therefrom all reasonable and customary costs and
expenses incurred by the Borrower or such Consolidated Subsidiary directly in
connection with the issuance of such Capital Stock.

                  "Net Proceeds of Debt" means any cash proceeds received by the
Borrower or a Subsidiary in respect of the incurrence of Debt (other than
Subordinated Debt and Debt permitted under Section 6.10, without giving effect
to any amendment to or waiver of Section 6.10) of the Borrower or such
Subsidiary, after deducting therefrom all reasonable and customary costs and
expenses incurred by the Borrower or such Subsidiary directly in connection with
the issuance of such Debt.

                  "Net Proceeds of Stock" means any cash proceeds received by
the Borrower or a Subsidiary in respect of the private or public issuance of
Stock of the Borrower or such Subsidiary, other than the issuance of Stock by a
Consolidated Subsidiary to the extent such Stock is purchased by the Borrower or
a Wholly Owned Subsidiary, after deducting therefrom all reasonable and
customary costs and expenses incurred by the Borrower or such Subsidiary
directly in connection with the issuance of such Stock.

                  "Non-Operating Subsidiary" means any non-operating, inactive
Subsidiary without assets.

                  "Note" means the Swing Line Note or a Revolving Credit Note
and "Notes" means the Swing Line Note and the Revolving Credit Notes or any or
all of them, as the context shall require.

                  "Notice of Borrowing" has the meaning set forth in Section
2.02.

                  "Obligations" means the collective reference to all
indebtedness, obligations and liabilities to the Lenders, the Swing Line Lender,
the Issuing Bank, the Administrative Agent or the Collateral Agent existing on
the date of this Agreement or arising thereafter, direct or indirect, joint or
several, absolute or contingent, matured or unmatured, liquidated or
unliquidated, secured or unsecured, arising by contract, operation of law or
otherwise, of the Loan Parties under this Agreement, or any other Loan Document
or in connection with any interest rate protection agreements, foreign currency
exchange agreements or other hedging agreements.

                  "Officer's Certificate" has the meaning set forth in Section
4.01(d).

                  "Other Taxes" means all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or under any other Loan Document or from the


                                      -16-
<PAGE>

execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Document.

                  "Participating Member State" means each state so described in
any EMU Legislation.

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

                  "Participant" has the meaning assigned to such term in clause
(d) of Section 10.07.

                  "Payment Date" means each March 31, June 30, September 30 and
December 31.

                  "Permitted Acquisition" means an Acquisition if:

                           (A) the total cash consideration for such Acquisition
         does not exceed $15,000,000, and, when added to the aggregate cash
         consideration for all other Acquisitions from the Effective Date does
         not exceed $35,000,000;

                           (B) immediately after giving effect to such
         Acquisition, each of the Total Leverage Ratio and the Senior Leverage
         Ratio calculated on a pro forma basis shall be at least 0.25% less than
         the maximum Total Leverage Ratio and the maximum Senior Leverage Ratio
         permitted under Section 6.03 or 6.04, respectively;

                            (C) the Revolving Credit Availability is not less
         than $10,000,000;

                            (D) immediately prior to, immediately after giving
         effect to, or as a result of, any such Acquisition the Borrower
         certifies that (1) it is in pro forma compliance with Sections 6.03,
         6.04, 6.05 and 6.06 and provides the Administrative Agent satisfactory
         (as determined in the sole discretion of the Administrative Agent)
         calculations demonstrating such compliance; and (2) no Default has
         occurred and is continuing;

                           (E) in the case of an Acquisition of any Person, such
         Person shall have pro forma earnings before interest, taxes,
         depreciation and amortization as determined in accordance with the
         definition of EBITDA (or as such definition is modified with the
         consent of the Administrative Agent) for the trailing twelve month
         period prior to such acquisition, or gaining control of, in an amount
         greater than $0; provided that the Borrower may make such an
         Acquisition of Persons who do not satisfy the foregoing EBITDA
         requirements if the aggregate cash consideration for such Acquisitions
         from the Effective Date does not exceed $5,000,000;

                            (F) such Acquisition is in the same or related lines
         of business as the Borrower, as determined in the sole discretion of
         the Administrative Agent; and

                           (G) in the case of Acquisition of shares of capital
         stock or other equity interests of any Person: (1) immediately after


                                      -17-
<PAGE>

         giving effect to such Acquisition (i) such Person is a Consolidated
         Subsidiary; (ii) the Borrower controls such Person directly or
         indirectly through a Subsidiary; and (2) such Acquisition is made on a
         negotiated basis with the approval of the Board of Directors (or
         equivalent body) of the Person to be acquired.

                  "Permitted Liens" means:

                   (a) Liens existing on the date of this Agreement securing
         Debt outstanding on the date of this Agreement and listed on Schedule
         6.09;

                   (b) any Lien on any asset securing Debt incurred or assumed
         for the purpose of financing 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 90 days after the acquisition or
         completion of construction thereof;

                   (c) Liens securing Debt owing by any Subsidiary to the
         Borrower or to a Wholly-Owned Subsidiary;

                   (d) any Lien arising out of the refinancing, extension,
         renewal or refunding of any Debt secured by any Lien permitted by any
         of the foregoing clauses of this Section, provided that (i) such Debt
         is not secured by any additional assets, and (ii) the amount of such
         Debt secured by any such Lien is not increased;

                   (e) Liens incidental to the conduct of its business or the
         ownership of its assets which (i) do not secure Debt and (ii) do not in
         the aggregate materially detract from the value of its assets or
         materially impair the use thereof in the operation of its business;

                   (f) Liens securing taxes, assessments or other similar
         governmental charges or levies which are not yet due and payable;

                   (g) Liens securing Obligations; and

                   (h) Liens not otherwise permitted by the foregoing clauses of
         this definition securing Debt (other than indebtedness represented by
         the Notes) in an aggregate principal amount at any time outstanding,
         when combined with amounts outstanding under clause (a) above, not to
         exceed $5,000,000.

                  "Permitted Sale/Leaseback Transaction" means with respect to
any Fiscal Year, one or more Sale/Leaseback Transactions entered into during
such Fiscal Year provided the aggregate fair market value of the real and
personal property subject to such transactions has an aggregate fair market
value of $10,000,000 or less.

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

                  "Plan" means at any time an employee pension benefit plan
which is covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code and is either (i) maintained by a member
of the Controlled Group for employees of any member of the Controlled Group or
(ii) maintained pursuant to a collective bargaining agreement or any other


                                      -18-
<PAGE>

arrangement under which more than one employer makes contributions and to which
a member of the Controlled Group is then making or accruing an obligation to
make contributions or has within the preceding 5 plan years made contributions.

                  "Pledge Agreement" means the Amended and Restated Pledge
Agreement dated as of even date herewith executed by the Borrower and the other
Loan Parties party thereto in favor of the Collateral Agent, for the ratable
benefit of the Lenders, substantially in the form attached hereto as Exhibit L,
as modified, amended, supplemented or restated from time to time.

                  "Pledgor Subsidiary" has the meaning set forth in Section
6.23. Without limiting the terms of Section 6.23, on the Effective Date, the
term Pledgor Subsidiaries includes: Cadmus Printing Group, Inc. and Mack
Printing Company.

                  "Pounds Sterling" means the lawful money of England.

                  "Prime Rate" refers to that interest rate so denominated and
set by Wachovia from time to time as an interest rate basis for borrowings. The
Prime Rate is but one of several interest rate bases used by Wachovia. Wachovia
lends at interest rates above and below the Prime Rate.

                  "Principal Financial Center" means, in the case of any
Currency, the principal financial center of the country of issue of such
Currency, as determined by the Administrative Agent.

                  "Properties" means all real property owned, leased or
otherwise used or occupied by the Borrower or any Subsidiary, wherever located.

                  "Rate Determination Date" has the meaning set forth in Section
2.05(a).

                  "Redeemable Preferred Stock" of any Person means any preferred
stock or equivalent issued by such Person which is at any time prior to the
Revolving Credit Maturity Date either (i) mandatorily redeemable (by sinking
fund or similar payments or otherwise) or (ii) redeemable at the option of the
holder thereof.

                  "Reimbursement Obligations" means the reimbursement or
repayment obligations of the Borrower to the Issuing Bank pursuant to Section
3.05 with respect to Letters of Credit.

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

                  "Reported Net Income" means, for any period, the Net Income of
the Borrower and its Consolidated Subsidiaries determined on a consolidated
basis.

                  "Required Lenders" means Lenders having at least 50% of the
aggregate amount of the sum of the Revolving Credit Commitments, or if the
Revolving Credit Commitments are no longer in effect, Lenders holding at least


                                      -19-
<PAGE>

50% of the aggregate outstanding amount of the Loans and the Letter of Credit
Obligations.

                  "Restricted Payment" means (i) any dividend or other
distribution on any shares of the Borrower's capital stock (except dividends
payable solely in shares of its capital stock); (ii) any payment on account of
the purchase, redemption, retirement or acquisition of (a) any shares of the
Borrower's capital stock (except shares acquired upon the conversion thereof
into other shares of its capital stock) or (b) any option, warrant or other
right to acquire shares of the Borrower's capital stock; or (iii) any payment
with respect to Subordinated Debt.

                  "Revolving Credit Availability" means, at any time, the amount
by which the aggregate Revolving Credit Commitments of all Lenders at such time
exceeds the sum of (i) the aggregate principal amount of all Revolving Credit
Loans, plus (ii) the aggregate principal amount of all Swing Line Loans, plus
(iii) the aggregate amount of all Letter of Credit Obligations at such time.

                  "Revolving Credit Borrowing" means a borrowing under the
Revolving Credit Commitments consisting of Revolving Credit Loans made to the
Borrower at the same time by the Lenders pursuant to Article II. A Revolving
Credit Borrowing is a "Eurocurrency Borrowing" if such Revolving Credit Loans
are made as Eurocurrency Loans and a "Base Rate Borrowing" if such Revolving
Credit Loans are made as Base Rate Loans.

                  "Revolving Credit Commitment" means with respect to each
Lender, (i) the amount designated as the Revolving Credit Commitment set forth
opposite the name of such Lender on Schedule 1.01(d), or (ii) as to any Lender
which enters into an Assignment and Assumption (whether as transferor Lender or
as Eligible Assignee thereunder), the amount of such Lender's Revolving Credit
Commitment after giving effect to such Assignment and Assumption, in each case
as such amount may be reduced from time to time pursuant to Sections 2.07 and
2.08.

                  "Revolving Credit Loan" means a Base Rate Loan or a
Eurocurrency Loan made pursuant to Section 2.01 under the Revolving Credit
Commitment, and Revolving Credit Loans means Base Rate Loans or Eurocurrency
Loans made pursuant to Section 2.01 under the Revolving Credit Commitments, or
any or all of them, as the context shall require.

                  "Revolving Credit Maturity Date" means January 28, 2008.

                  "Revolving Credit Notes" means any promissory note of the
Borrower, each substantially in the form of Exhibit A hereto, evidencing the
obligation of the Borrower to repay the Revolving Credit Loans, together with
all amendments, consolidations, modifications, renewals and supplements thereto
and "Revolving Credit Note" means any one of such Revolving Credit Notes.

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

                  "Sale/Leaseback Transaction" means any arrangement with any
Person providing, directly or indirectly, for the leasing by the Borrower or any
of its Subsidiaries of real or personal property which has been or is to be sold
or transferred by the Borrower or such Subsidiary to such Person or to any other


                                      -20-
<PAGE>

Person to whom funds have been or are to be advanced by such Person on the
security of such property or rental obligations of the Borrower or such
Subsidiary.

                  "Secured Parties" shall have the meaning set forth in the
Collateral Agency Agreement.

                  "Security" has the meaning assigned to such term in Section
2(l) of the Securities Act of 1933, as amended.

                  "Security Documents" means the Borrower Security Agreement,
the Subsidiary Security Agreement, the Pledge Agreement, the Indian Pledge
Agreement and the Mortgages.

                  "Seller Securities" means collectively: (i) the shares of
common stock issued by the Borrower in connection with the acquisition by
Borrower of all issued and outstanding capital stock and warrants of Melham
Holdings, Inc.; and (ii) that certain Registration Rights Agreement dated April
1, 1999, entered into by the Borrower in connection with such acquisition.

                  "Senior Leverage Ratio" means, as of any date, the ratio of
(i) Consolidated Senior Debt as of such date to (ii) Consolidated EBITDA for the
period of four consecutive Fiscal Quarters most recently ended on or prior to
such date.

                  "Senior Subordinated Indenture" means that certain Indenture
dated as of June 1, 1999 (to the extent such indenture has been or may be
amended in a manner permitted by this Agreement, as so amended), among the
Borrower, the Guarantors named therein and Wachovia Bank, National Association
(formerly known as First Union National Bank), as Trustee.

                  "Senior Subordinated Notes" means the 9 3/4% Senior
Subordinated Notes due 2009, Series A and Series B, issued pursuant to the
Senior Subordinated Indenture.

                  "Significant Subsidiary" means each Subsidiary with aggregate
assets of more than $100,000 at any time.

                  "Stock" of any Person means any and all shares, interests,
participations, or other equivalents (however designated) of capital stock, any
and all equivalent ownership interests and any and all other equity Security of
any classification, of such Person or any Subsidiary of such Person (to the
extent issued to a Person other than such Person or a wholly owned subsidiary of
such Person) and any and all warrants or options to purchase any of the
foregoing.

                  "Stockholders' Equity" means, at any time, the shareholders'
equity of the Borrower and its Consolidated Subsidiaries, as set forth or
reflected on the most recent consolidated balance sheet of the Borrower and its


                                      -21-
<PAGE>

Consolidated Subsidiaries prepared in accordance with GAAP, but excluding any
Redeemable Preferred Stock of the Borrower or any of its Consolidated
Subsidiaries.

                  "Subordinated Debt" means (i) Debt of the Borrower evidenced
by the Mack/Seller Promissory Notes; (ii) the Senior Subordinated Notes; (iii)
Debt incurred in connection with any refinancing of Subordinated Debt permitted
under Section 6.25 and (iv) subordinated Guarantees of Debt described in clause
(i), (ii) and (iii) of this definition by the Borrower or any Subsidiary.

                  "Subordinated Debt Documents" means: (1) the Senior
Subordinated Indenture, the Senior Subordinated Notes, and each note, security
instrument, guaranty, agreement, opinion, certificate and other document
executed or delivered pursuant thereto or in connection therewith; (2) the
Mack/Seller Promissory Notes and each note, security instrument, guaranty,
agreement, opinion, certificate and other document executed or delivered
pursuant to or in connection with the Mack/Seller Promissory Notes; and (3) any
other agreements or documents entered into in connection with Subordinated Debt.

                  "Subsidiary" means any corporation or other entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are at the time directly or indirectly owned and controlled by the Borrower.

                  "Subsidiary Security Agreement" means the Amended and Restated
Subsidiary Security Agreement dated as of even date herewith between each
Subsidiary which is not a Non-Operating Subsidiary of the Borrower and the
Collateral Agent, substantially in the form attached hereto as Exhibit S, as
modified, amended, supplemented or restated from time to time.

                  "Swing Line Borrowing" means a Swing Line Loan made to the
Borrower by the Swing Line Lender pursuant to Article II.

                  "Swing Line Lender" means Wachovia.

                  "Swing Line Loan" means a loan made by the Swing Line Lender
pursuant to Section 2.14 hereof.

                  "Swing Line Note" means any promissory note of the Borrower,
substantially in the form of Exhibit N hereto, evidencing the obligation of the
Borrower to repay the Swing Line Loans, together with all amendments,
consolidations, modifications, renewals and supplements thereto.

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

                  "Third Parties" means all lessees, sublessees, licensees and
other users of the Properties, excluding those users of the Properties in the
ordinary course of the Borrower's business and on a temporary basis.

                  "Total Assets" of any Person means, at any time, the total
assets of such Person, as set forth or reflected on the most recent balance
sheet of such Person, prepared in accordance with GAAP.



                                      -22-
<PAGE>

                  "Total Leverage Ratio" means, as of any date, the ratio of (i)
Consolidated Total Debt as of such date to (ii) Consolidated EBITDA for the
period of four consecutive Fiscal Quarters most recently ended on or prior to
such date.

                  "Total Unused Revolving Credit Commitments" means at any date,
an amount equal to: (A) the aggregate amount of the Revolving Credit Commitments
of all of the Lenders at such time, less (B) the sum of: (i) the aggregate
outstanding principal amount of the Revolving Credit Loans of all of the Lenders
at such time, plus (ii) the aggregate outstanding principal amount of the Swing
Line Loans at such time, plus (iii) the aggregate outstanding amount of the
Letter of Credit Obligations.

                  "Treaty on European Union" means the Treaty of Rome of March
25, 1957, as amended by the Single European Act of 1986 and the Maastricht
Treaty (which was signed at Maastricht on February 7, 1992, and came into force
on November 1, 1993), as amended from time to time.

                  "Unused Revolving Credit Commitment" means at any date, with
respect to any Lender, an amount equal to its Revolving Credit Commitment less
the aggregate outstanding principal amount of its Revolving Credit Loans and its
pro rata share of the Letter of Credit Obligations.

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

                  "Wachovia" means Wachovia Bank, National Association, a
national banking association and its successors.

                  "Wholly Owned Subsidiary" means any Subsidiary all of the
shares of capital stock or other ownership interests of which (except directors'
qualifying shares) are at the time directly or indirectly owned by the Borrower.

                  Section 1.02. Accounting Terms and Determinations. Unless
otherwise specified herein, all terms of an accounting character used herein
shall be interpreted, all accounting determinations hereunder shall be made, and
all financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP, applied on a basis consistent (except for changes
concurred in by the Borrower's independent public accountants or otherwise
required by a change in GAAP) with the most recent audited consolidated
financial statements of the Borrower and its Consolidated Subsidiaries delivered
to the Lenders, unless with respect to any such change concurred in by the
Borrower's independent public accountants or required by GAAP, in determining
compliance with any of the provisions of this Agreement or any of the other Loan
Documents: (i) the Borrower shall have objected to determining such compliance
on such basis at the time of delivery of such financial statements, or (ii) the
Required Lenders shall so object in writing within 30 days after the delivery of
such financial statements, in either of which events such calculations shall be


                                      -23-
<PAGE>

made on a basis consistent with those used in the preparation of the latest
financial statements as to which such objection shall not have been made (which,
if objection is made in respect of the first financial statements delivered
under Section 6.01 hereof, shall mean the financial statements referred to in
Section 5.04).

                  Section 1.03. Use of Defined Terms. All terms defined in this
Agreement shall have the same meanings when used in any of the other Loan
Documents, unless otherwise defined therein or unless the context shall
otherwise require.

                  Section 1.04. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include," "includes" and
"including" shall be deemed to be followed by the phrase "without limitation."
The word "will" shall be construed to have the same meaning and effect as the
word "shall." Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein," "hereof" and
"hereunder," and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement, (e) any reference to any law or regulation herein shall, unless
otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time and (f) the words "asset" and "property" shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

                  Section 1.05. Effectiveness of Euro Provisions. With respect
to any state (or the currency of such state) that is not a Participating Member
State on the date of this Agreement, the provisions of Sections 2.05(f), 2.13(b)
and 2.13(c) shall become effective in relation to such state (and the currency
of such state) at and from the date on which such state becomes a Participating
Member State.

                  Section 1.06. Currencies; Currency Equivalents. At any time,
any reference in the definition of the term "Alternate Currency" or in any other
provision of this Agreement to the Currency of any particular nation means the
lawful currency of such nation at such time whether or not the name of such
Currency is the same as it was on the date hereof.


                                   Article II

                                   THE CREDITS

                  Section 2.01. Commitments to Lend. Each Lender severally
agrees, on the terms and conditions set forth herein, to make Revolving Credit
Loans to the Borrower in any Currency from time to time before the Revolving
Credit Maturity Date; provided that, based upon the Dollar Equivalent of any
Alternate Currency Loans made, (i) immediately after each such Revolving Credit
Loan is made, the aggregate outstanding principal amount of Revolving Credit
Loans by such Lender (together with, in the case of the Swing Line Lender, the
aggregate principal amount of all Swing Line Loans) plus its pro rata share of
the Letter of Credit Obligations shall not exceed the amount of its Revolving
Credit Commitment, (ii) the aggregate principal amount of all Revolving Credit


                                      -24-
<PAGE>

Loans, together with the aggregate principal amount of all Swing Line Loans and
the Letter of Credit Obligations, at any one time outstanding shall not exceed
the aggregate amount of the Revolving Credit Commitments of all of the Lenders
at such time, and (iii) the aggregate principal amount of all Alternate Currency
Loans at any one time outstanding shall not exceed the Alternate Currency
Commitment at such time. Each Revolving Credit Borrowing that is a Eurocurrency
Borrowing under this Section, denominated in Dollars or an Alternate Currency,
shall be in an aggregate principal amount of $2,500,000 or any larger multiple
of $500,000 (or with respect to Eurocurrency Borrowings denominated in an
Alternate Currency, the Alternate Currency Equivalent in each case thereof) and
each Revolving Credit Borrowing that is a Base Rate Borrowing under this Section
shall be in an aggregate principal amount of $1,000,000 or any larger multiple
of $500,000 (except that any such Revolving Credit Borrowing may be in the
aggregate amount of the Total Unused Revolving Credit Commitments) and shall be
made from the several Lenders ratably in proportion to their respective
Revolving Credit Commitments. Within the foregoing limits, the Borrower may
borrow under this Section 2.01, repay or, to the extent permitted by Section
2.09, prepay Revolving Credit Loans and reborrow under this Section 2.01 at any
time before the Revolving Credit Maturity Date.

                  Section 2.02. Method of Borrowing Revolving Credit Loans.

                  (a) The Borrower shall give the Administrative Agent notice in
         the form attached hereto as Exhibit I (a "Notice of Borrowing") (a)
         prior to 12:00 noon (Charlotte, North Carolina time), on the Domestic
         Business Day of each Base Rate Borrowing, (b) at least three (3)
         Eurocurrency Business Days before each Eurocurrency Borrowing
         denominated in Dollars, and (c) at least four (4) Eurocurrency Business
         Days before each Eurocurrency Borrowing denominated in an Alternate
         Currency, specifying:

                  (i) the date of the Revolving Credit Borrowing, which shall be
         a Domestic Business Day in the case of a Base Rate Borrowing or a
         Eurocurrency Business Day in the case of a Eurocurrency Borrowing;

                  (ii) the aggregate amount of the Revolving Credit Borrowing;

                  (iii) the Currency in which the Revolving Credit Borrowing
         shall be denominated; and

                  (iv) if such Loan is denominated in Dollars, whether the
         Revolving Credit Loans comprising a Revolving Credit Borrowing are to
         be Base Rate Loans or Eurocurrency Loans, and the duration of the
         Interest Period applicable thereto, subject to the provisions of the
         definition of Interest Period.

                  (b) Upon receipt of a Notice of Borrowing, the Administrative
         Agent shall promptly notify each Lender of the contents thereof and of


                                      -25-
<PAGE>

         such Lender's ratable share of such Revolving Credit Borrowing, and
         such Notice of Borrowing shall not thereafter be revocable by the
         Borrower.

                  (c) Not later than (i) 2:00 P.M. (Charlotte, North Carolina
         time) on the date of each Revolving Credit Borrowing in Dollars or (ii)
         11:00 A.M. (London, England time) on the date of each Revolving Credit
         Borrowing in an Alternate Currency, referenced in the Notice of
         Borrowing, each Lender shall (except as provided in subsection (d) of
         this Section) make available its ratable share of such Revolving Credit
         Borrowing, in the Currency referenced in the Notice of Borrowing in
         funds immediately available in Charlotte, North Carolina, or London,
         England, as the case may be, to the Administrative Agent at its address
         referred to in or specified pursuant to Section 10.01. Unless the
         Administrative Agent determines that any applicable condition specified
         in Article IV has not been satisfied, the Administrative Agent will
         make the funds so received from the Lenders available to the Borrower
         at the Administrative Agent's aforesaid address. Unless the
         Administrative Agent shall have received notice from a Lender prior to
         the proposed date of any Borrowing that such Lender will not make
         available to the Administrative Agent such Lender's share of such
         Borrowing, the Administrative Agent may assume that such Lender has
         made such share available on such date in accordance with this Section
         2.02 and may, in reliance upon such assumption, make available to the
         Borrower a corresponding amount. In such event, if a Lender has not in
         fact made its share of the applicable Borrowing available to the
         Administrative Agent, then the applicable Lender and the Borrower
         severally agree to pay to the Administrative Agent forthwith on demand
         such corresponding amount with interest thereon, for each day from and
         including the date such amount is made available to the Borrower to but
         excluding the date of payment to the Administrative Agent, at (i) in
         the case of a payment to be made by such Lender, the greater of the
         Federal Funds Effective Rate and a rate determined by the
         Administrative Agent in accordance with banking industry rules on
         interbank compensation and (ii) in the case of a payment to be made by
         the Borrower, the interest rate applicable to Base Rate Loans. If the
         Borrower and such Lender shall pay such interest to the Administrative
         Agent for the same or an overlapping period, the Administrative Agent
         shall promptly remit to the Borrower the amount of such interest paid
         by the Borrower for such period. If such Lender pays its share of the
         applicable Borrowing to the Administrative Agent, then the amount so
         paid shall constitute such Lender's Loan included in such Borrowing.
         Any payment by the Borrower shall be without prejudice to any claim the
         Borrower may have against a Lender that shall have failed to make such
         payment to the Administrative Agent.

                  (d) If any Lender makes a new Revolving Credit Loan hereunder
         on a day on which the Borrower is to repay all or any part of an
         outstanding Revolving Credit Loan from such Lender, such Lender shall
         apply the proceeds of its new Revolving Credit Loan to make such
         repayment and only an amount equal to the difference (if any) between
         the amount being borrowed and the amount being repaid shall be made
         available by such Lender to the Administrative Agent as provided in
         subsection (c) of this Section, or remitted by the Borrower to the
         Administrative Agent as provided in Section 2.11, as the case may be.



                                      -26-
<PAGE>

                  (e) Notwithstanding anything to the contrary contained in this
         Agreement, no Eurocurrency Borrowing may be made if there shall have
         occurred a Default or an Event of Default, which Default or Event of
         Default shall not have been cured or waived in writing.

                  (f) In the event that a Notice of Borrowing fails to specify
         whether the Revolving Credit Loans comprising such Revolving Credit
         Borrowing are denominated in Dollars or an Alternate Currency,
         Revolving Credit Loans shall be denominated in Dollars. In the event
         that a Notice of Borrowing fails to specify whether the Revolving
         Credit Loans comprising such Revolving Credit Borrowing are to be Base
         Rate Loans or Eurocurrency Loans, such Revolving Credit Loans
         denominated in Dollars shall be made as Base Rate Loans. If no Interest
         Period is specified with respect to any requested Eurocurrency
         Borrowing, (i) if such Borrowing is to be denominated in Dollars (or as
         to which no Currency has been specified), the requested Eurocurrency
         Loan shall be made instead as a Base Rate Loan, and (ii) if such
         Eurocurrency Borrowing is to be denominated in an Alternate Currency,
         the Borrower shall be deemed to have selected an Interest Period of one
         month's duration. If the Borrower is otherwise entitled under this
         Agreement to repay any Revolving Credit Loans maturing at the end of an
         Interest Period applicable thereto with the proceeds of a new Revolving
         Credit Borrowing and the Borrower fails to repay such Revolving Credit
         Loans using its own moneys and fails to give a Notice of Borrowing in
         connection with a new corresponding Revolving Credit Borrowing, a new
         Revolving Credit Borrowing shall be deemed to be made on the date such
         Revolving Credit Loans mature in an amount equal to the principal
         amount in Dollars or the Alternate Currency Equivalent thereof, as
         applicable, of the Revolving Credit Loans so maturing, and the
         Revolving Credit Loans comprising such new Revolving Credit Borrowing
         shall be Base Rate Loans.

                  (g) Notwithstanding anything to the contrary contained herein,
         (i) there shall not be more than seven (7) different Interest Periods
         outstanding at the same time (for which purpose Interest Periods
         described in different numbered clauses of the definition of the term
         "Interest Period" shall be deemed to be different Interest Periods even
         if they are coterminous) applicable to the Revolving Credit Loans and
         (ii) the proceeds of any Revolving Credit Borrowing that is a Base Rate
         Borrowing shall be applied first to repay the unpaid principal amount
         of all Revolving Credit Borrowings that are Base Rate Loans (if any)
         outstanding immediately before such Base Rate Borrowing.

                  Section 2.03. Notes.

                  (a) Upon request from a Lender, the Revolving Credit Loans of
         such Lender shall be evidenced by a single Revolving Credit Note
         payable to the order of such Lender for the account of its Lending
         Office in an amount equal to the original principal amount of such
         Lender's Revolving Credit Commitment.

                  (b) Upon request from the Swing Line Lender, the Swing Line
         Loans made by the Swing Line Lender to the Borrower shall be evidenced
         by a single Swing Line Note payable to the order of the Swing Line
         Lender.



                                      -27-
<PAGE>

                  (c) Upon receipt of any Notes pursuant to Section 4.01, the
         Administrative Agent shall deliver such Notes to such Lender. Each
         Lender shall record, and prior to any transfer of its Notes shall
         endorse on the schedule forming a part thereof appropriate notations to
         evidence, the date, amount and maturity of, Currency of, and effective
         interest rate for, each Revolving Credit Loan, made by it, the date and
         amount of each payment of principal made by the Borrower with respect
         thereto and whether, in the case of such Lender's Revolving Credit
         Note, such Revolving Credit Loan, is a Base Rate Loan or Eurocurrency
         Loan, and such schedule shall constitute rebuttable presumptive
         evidence of the principal amount owing and unpaid on such Lender's
         Notes; provided that the failure of any Lender to make, or any error in
         making, any such recordation or endorsement shall not affect the
         obligation of the Borrower hereunder or under the Notes or the ability
         of any Lender to assign its Notes. Each Lender is hereby irrevocably
         authorized by the Borrower so to endorse its Notes and to attach to and
         make a part of any Note a continuation of any such schedule as and when
         required.

                  (d) Upon receipt of (i) an affidavit of an officer of any
         Lender as to the loss, theft, destruction or mutilation of any of its
         Notes or any other security document held by such Lender that is not of
         public record and (ii) appropriate indemnification of the Borrower for
         any loss it may suffer with respect to any such Note or security
         document, and, in the case of any such loss, theft, destruction or
         mutilation, upon cancellation of such Note or other security document,
         the Borrower will issue, in lieu thereof, a replacement note or other
         security document in the same principal amount and otherwise of like
         tenor.

                  Section 2.04. Maturity of Revolving Credit Loans. Each
         Revolving Credit Loan included in any Revolving Credit Borrowing shall
         mature, and the principal amount thereof shall be due and payable, on
         the first to occur of: (i) the last day of the Interest Period
         applicable to such Revolving Credit Borrowing; or (ii) the Revolving
         Credit Maturity Date; provided, however, that the aggregate outstanding
         principal amount of all Revolving Credit Loans at any one time
         outstanding shall not exceed the aggregate amount of the Revolving
         Credit Commitments of all of the Lenders at such time.

                                      -28-
<PAGE>

                  Section 2.05. Interest Rates.

                  (a) "Applicable Margin" shall be determined quarterly based
         upon the Total Leverage Ratio (calculated as of the last day of each
         Fiscal Quarter), as follows:

            Total Leverage Ratio       Base Rate Loans       Eurocurrency Loans
            --------------------       ---------------       ------------------
     Tier I:  Greater than or
          equal to 3.5 to 1.0                1.75%                  3.00%

     Tier II:  Greater than or
          equal to 3.0 to 1.0 but
          less than 3.5 to 1.0               1.50%                  2.75%

     Tier III:  Greater than or
          equal to 2.5 to 1.0 but
          less than 3.0 to 1.0               1.25%                  2.50%

     Tier IV:  Less than 2.5 to
               1.0                           1.00%                  2.25%


The Applicable Margin shall be determined effective as of the date (herein, the
"Rate Determination Date") which is 45 days after the last day of the Fiscal
Quarter as of the end of which the Total Leverage Ratio is being determined,
based on the quarterly financial statements for such Fiscal Quarter, and the
Applicable Margin so determined shall remain effective from such Rate
Determination Date until the date which is 45 days after the last day of the
Fiscal Quarter in which such Rate Determination Date falls (which latter date
shall be a new Rate Determination Date); provided that (i) for the period from
and including the Effective Date to but excluding the Rate Determination Date
next following the Fiscal Quarter ending June 30, 2004, the Applicable Margin
shall be deemed to be Tier II, (ii) in the case of any Applicable Margin
determined for the fourth and final Fiscal Quarter of a Fiscal Year, the Rate
Determination Date shall be the date which is 90 days after the last day of such
final Fiscal Quarter and such Applicable Margin shall be determined based upon
the annual audited financial statements for the Fiscal Year ended on the last
day of such final Fiscal Quarter, and (iii) if on any Rate Determination Date
the Borrower shall have failed to deliver to the Lenders the financial
statements required to be delivered pursuant to Section 6.01(a) or 6.01(b) with
respect to the Fiscal Year or Fiscal Quarter most recently ended prior to such
Rate Determination Date, then for the period beginning on such Rate
Determination Date and ending on the earlier of (A) the date on which the
Borrower shall deliver to the Lenders the financial statements to be delivered
pursuant to Section 6.01(b) with respect to such Fiscal Quarter or any
subsequent Fiscal Quarter, or (B) the date on which the Borrower shall deliver
to the Lenders annual financial statements required to be delivered pursuant to

                                      -29-
<PAGE>

Section 6.01(a) with respect to the Fiscal Year which includes such Fiscal
Quarter or any subsequent Fiscal Year, the Applicable Margin shall be deemed to
be Tier I at all times during such period. Any change in the Applicable Margin
on any Rate Determination Date shall result in a corresponding change, effective
on and as of such Rate Determination Date, in the interest rate applicable to
each Revolving Credit Loan outstanding on such Rate Determination Date; provided
that no Applicable Margin shall be decreased pursuant to this Section 2.05(a) if
a Default is in existence on such Rate Determination Date, unless and until such
Default shall have been cured or waived in writing.

                  (b) Each Revolving Credit Loan that is a Base Rate Loan shall
         bear interest on the outstanding principal amount thereof, for each day
         from the date such Base Rate Loan is made until it becomes due, at a
         rate per annum equal to the Base Rate for such day plus the Applicable
         Margin. Such interest shall be payable for each Interest Period on the
         last day thereof. Any overdue principal of and, to the extent permitted
         by applicable law, overdue interest on any Base Rate Loan (excluding a
         Swing Line Loan) shall bear interest, payable on demand, for each day
         until paid in full at a rate per annum equal to the Default Rate.

                  (c) Each Revolving Credit Loan that is a Eurocurrency Loan
         shall bear interest on the outstanding principal amount thereof, for
         the Interest Period applicable thereto, at a rate per annum equal to
         the sum of the Applicable Margin plus the applicable Adjusted London
         Interbank Offered Rate for such Interest Period plus the Mandatory
         Costs; provided that if any Eurocurrency Loan shall, as a result of
         clause (1)(c) of the definition of Interest Period, have an Interest
         Period of less than one month, such Eurocurrency Loan shall bear
         interest during such Interest Period at the rate applicable to Base
         Rate Loans during such period. Such interest shall be payable for each
         Interest Period on the last day thereof and, if such Interest Period is
         longer than three (3) months, at intervals of three (3) months after
         the first day thereof. Any overdue principal of and, to the extent
         permitted by applicable law, overdue interest on any Eurocurrency Loan
         shall bear interest, payable on demand, for each day until paid in full
         at a rate per annum equal to the Default Rate.

                  The "Adjusted London Interbank Offered Rate" applicable to any
Interest Period means a rate per annum equal to the quotient obtained (rounded
upward, if necessary, to the next higher 1/100th of 1%) by dividing (i) the
applicable London Interbank Offered Rate for such Interest Period by (ii) 1.00
minus the Eurocurrency Reserve Percentage.

                  The "London Interbank Offered Rate" means for any Eurocurrency
Loan in any Currency for any Interest Period therefor, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Telerate Page 3750 (or any successor page) as the London interbank offered rate
for deposits in such Currency at approximately 11:00 A.M. (London time) two (2)
Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period. If for any reason such rate is not
available, the term "London Interbank Offered Rate" shall mean, for any
Eurocurrency Loan for any Interest Period therefor, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen
LIBO Page as the London interbank offered rate for deposits in Dollars at
approximately 11:00 A.M. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates (rounded upwards,
if necessary, to the nearest 1/100 of 1%). If, for any reason, neither of such
rates is available, then "London Interbank Offered Rate" shall mean the rate per

                                      -30-
<PAGE>

annum at which, as determined by the Administrative Agent, Dollars in an amount
comparable to the Loans then requested are being offered to leading banks at
approximately 11:00 A.M. London time, two (2) Business Days prior to the
commencement of the applicable Interest Period for settlement in immediately
available funds by leading banks in the London interbank market for a period
equal to the Interest Period selected.

         "Eurocurrency Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in respect of "Eurocurrency liabilities" (or in respect of any
other category of liabilities which includes deposits by reference to which the
interest rate on Eurocurrency Loans is determined or any category of extensions
of credit or other assets which includes loans by a non-United States office of
any Bank to United States residents). The Adjusted London Interbank Offered Rate
shall be adjusted automatically on and as of the effective date of any change in
the Eurocurrency Reserve Percentage.

                  (d) The Administrative Agent shall determine each interest
         rate applicable to the Swing Line Loans and Revolving Credit Loans
         hereunder. The Administrative Agent shall give prompt notice to the
         Borrower and the Lenders by telecopy of each rate of interest so
         determined, and its determination thereof shall be conclusive in the
         absence of manifest error.

                  (e) After the occurrence and during the continuance of a
         Default, the principal amount of the Revolving Credit Loans (excluding
         any Swing Line Loans) (and, to the extent permitted by applicable law,
         all accrued interest thereon) may, at the election of the Required
         Lenders, bear interest at the Default Rate; provided, however, that
         automatically whether or not the Required Lenders elect to do so, any
         overdue principal of and, to the extent permitted by law, overdue
         interest on any Revolving Credit Loan (excluding any Swing Line Loan)
         shall bear interest payable on demand, for each day until paid at a
         rate per annum equal to the Default Rate. After the occurrence and
         during the continuance of a Default, the principal amount of the Swing
         Line Loans (and, to the extent permitted by applicable law, all accrued
         interest thereon) may, at the election of the Swing Line Lender, bear
         interest at the Default Rate.

                  (f) Subject to Section 1.05 hereof, with respect to the
         Currency of any state that becomes a Participating Member State, the
         accrual of interest or fees expressed in this Agreement with respect to
         such Currency shall be based upon the applicable convention or practice
         in the London Interbank Market for the basis of accrual of interest or
         fees in respect of the Euro, which such convention or practice shall
         replace such expressed basis effective as of and from the date on which
         such state becomes a Participating Member State; provided that if any
         Loan in the Currency of such state is outstanding immediately prior to
         such date, such replacement shall take effect, with respect to such
         Loan, at the end of the then current Interest Period.

                  (g) Each Swing Line Loan shall bear interest on the
         outstanding principal amount thereof at a rate per annum equal to the
         Base Rate. Such interest shall be payable on each Payment Date. Any
         overdue principal of and, to the extent permitted by applicable law,


                                      -31-
<PAGE>

         overdue interest on the Swing Line Loans may, at the election of the
         Swing Line Lender, bear interest, payable on demand, for each day until
         paid at a rate per annum equal to the Default Rate.

                  Section 2.06. Fees.

                  (a) The Borrower shall pay to the Administrative Agent for the
         ratable account of each Lender a commitment fee equal to the product
         of: (i) the aggregate of the daily average amounts of such Lenders'
         Unused Revolving Credit Commitments during the applicable period, times
         (ii) a per annum percentage equal to the Applicable Commitment Fee
         Rate. Such commitment fee shall accrue from and including the Effective
         Date to and including the Revolving Credit Maturity Date. Commitment
         fees shall be payable quarterly in arrears on the first Payment Date
         following each Commitment Fee Determination Date and on the Revolving
         Credit Maturity Date; provided that should the Revolving Credit
         Commitments be terminated at any time prior to the Revolving Credit
         Maturity Date for any reason, the entire accrued and unpaid commitment
         fee through the date of termination shall be paid on the date of such
         termination. The "Applicable Commitment Fee Rate" shall be determined
         quarterly based upon the Total Leverage Ratio (calculated as of the
         last day of each Fiscal Quarter), as follows:
<TABLE>
<S> <C>
                       Total Leverage Ratio                         Applicable Commitment Fee Rate
                       --------------------                         ------------------------------
         Tier I:  Greater than or equal to 3.5 to 1.0                           0.625%

         Tier II:  Greater than or equal to 3.0 to 1.0
              but less than 3.5 to 1.0                                          0.500%

         Tier III:  Greater than or equal to 2.5 to 1.0
              but less than 3.0 to 1.0                                          0.500%

         Tier IV:  Less than 2.5 to 1.0                                         0.375%
</TABLE>

The Applicable Commitment Fee Rate shall be determined effective as of the date
(herein, the "Commitment Fee Determination Date") which is 45 days after the
last day of the Fiscal Quarter as of the end of which the Total Leverage Ratio
is being determined, based on the quarterly financial statements for such Fiscal
Quarter, and the Applicable Commitment Fee Rate so determined shall remain
effective from such Commitment Fee Determination Date until the date which is 45
days after the last day of the Fiscal Quarter in which such Commitment Fee
Determination Date falls (which latter date shall be a new Commitment Fee
Determination Date); provided that (i) for the period from and including the
Effective Date to but excluding the Commitment Fee Determination Date next
following the Fiscal Quarter ending June 30, 2004, the Applicable Commitment Fee


                                      -32-
<PAGE>

Rate shall be deemed to be Tier II; (ii) in the case of any Applicable
Commitment Fee Rate determined for the fourth and final Fiscal Quarter of a
Fiscal Year, the Commitment Fee Determination Date shall be the date which is 90
days after the last day of such final Fiscal Quarter and such Applicable
Commitment Fee Rate shall be determined based upon the annual audited financial
statements for the Fiscal Year ended on the last day of such final Fiscal
Quarter, and (iii) if on any Commitment Fee Determination Date the Borrower
shall have failed to deliver to the Lenders the financial statements required to
be delivered pursuant to Section 6.01(a) or 6.01(b) with respect to the Fiscal
Year or Fiscal Quarter most recently ended prior to such Commitment Fee
Determination Date, then for the period beginning on such Commitment Fee
Determination Date and ending on the earlier of (A) the date on which the
Borrower shall deliver to the Lenders the financial statements to be delivered
pursuant to Section 6.01(b) with respect to such Fiscal Quarter or any
subsequent Fiscal Quarter, and (B) the date on which the Borrower shall deliver
to the Lenders annual financial statements required to be delivered pursuant to
Section 6.01(a) with respect to the Fiscal Year which includes such Fiscal
Quarter or any subsequent Fiscal Year, the Applicable Commitment Fee Rate shall
be deemed to be Tier I during such period; provided that the Applicable
Commitment Fee Rate shall not be decreased pursuant to this Section 2.06(a) if a
Default is in existence on the related Commitment Fee Determination Date, unless
and until such Default shall have been cured or waived in writing.


                  (b) The Borrower shall pay to the Administrative Agent, for
         the account and sole benefit of the Administrative Agent, such fees and
         other amounts at such times as set forth in the Administrative Agent's
         Letter Agreement.

                  Section 2.07. Optional Termination or Reduction of Revolving
Credit Commitments. The Borrower may, upon at least three (3) Domestic Business
Days' notice to the Administrative Agent, terminate at any time, or
proportionately reduce from time to time by an aggregate amount of at least
$5,000,000 or any larger multiple of $1,000,000 (or the Alternate Currency
Equivalent of such amount), the Revolving Credit Commitments, including, if
appropriate, the Alternate Currency Commitment; provided, however, no such
termination or reduction shall be in an amount greater than the Total Unused
Revolving Credit Commitments on the date of such termination or reduction after
giving effect to any repayment or prepayment made on such date. If the Revolving
Credit Commitments are terminated in their entirety, all accrued fees (as
provided under Section 2.06(a)) shall be payable on the effective date of such
termination.

                  Section 2.08. Mandatory Reduction and Termination of
Commitments.

                  (a) Revolving Credit Commitments. The Revolving Credit
         Commitments shall terminate on the Revolving Credit Maturity Date and
         any Revolving Credit Loan then outstanding (together with accrued
         interest thereon) shall be due and payable in full on such date.

                  (b) Additional Reductions to Revolving Credit Commitments.

                  (1) On each occasion that the Borrower or any of its
Subsidiaries shall issue any Stock, the Borrower shall immediately give the
notice required by Section 2.08(c) on the date of such issuance and on the date
which is three (3) Eurocurrency Business Days after the date of the Borrower's
or Subsidiary's, as the case may be, receipt of the Net Proceeds of Stock, the
Revolving Credit Commitments shall be automatically reduced, in accordance with
Section 2.08(b)(5), in an amount equal to 50% of the Net Proceeds of Stock
except for Net Proceeds of Stock invested in any Acquisition.



                                      -33-
<PAGE>

                  (2) In the event and on each occasion of a sale, lease,
transfer or other disposition by the Borrower or any Subsidiary of any real or
personal property (including, without limitation, the sale, lease, transfer or
other disposition of assets pursuant to a Sale/Leaseback Transaction) other than
in the ordinary course of business (each, a "Disposition"), then simultaneously
with each such Disposition, the Borrower shall immediately give the notice
required by Section 2.08(c), and on the date which is three (3) Eurocurrency
Business Days after the date of receipt of the Net Disposition Proceeds from
such Disposition, the Revolving Credit Commitments shall be automatically
reduced in accordance with Section 2.08(b)(5) in an amount equal to 100% of the
Net Disposition Proceeds unless such Net Disposition Proceeds are invested in a
similar or like asset within 270 days of receipt. Notwithstanding anything
contained herein to the contrary, the Revolving Credit Commitments shall not be
reduced pursuant to this Section 2.08(b)(2) by the proceeds from Dispositions by
the Borrower or any Subsidiary of any real or personal property resulting in Net
Disposition Proceeds in an amount less than (i) $1,000,000 for any single
Disposition and (ii) $10,000,000 in the aggregate for all Dispositions permitted
under clause (i), so long as an amount equal to the Net Disposition Proceeds is
invested in manufacturing and production assets consistent with the Borrower's
or such Subsidiary's lines of business or Permitted Acquisitions within 270 days
of receipt.

                  (3) In the event there shall occur any casualty or
condemnation with respect to any real or personal property of the Borrower or
its Subsidiaries and if pursuant to Section 6.28 the proceeds arising from such
casualty or condemnation are required to be used to reduce the Revolving Credit
Commitments, then the Borrower shall immediately give the notice required by
Section 2.08(c), and not more than three (3) Eurocurrency Business Days after
such notice, the Revolving Credit Commitments shall be automatically reduced, in
accordance with Section 2.08(b)(5) in an amount equal to 100% of such proceeds
unless such Net Disposition Proceeds are invested in the repair or replacement
of the damaged properties within 270 days of receipt.

                  (4) On each occasion that the Borrower or any of its
Subsidiaries shall incur any additional Debt, other than the incurrence of
Consolidated Senior Debt permitted pursuant to Section 6.10, subordinated debt
for financing Permitted Acquisitions or Subordinated Debt, the Borrower shall
immediately give the notice required by Section 2.08(c) on the date of such
incurrence and on the date which is three (3) Eurocurrency Business Days after
the date of the Borrower's or Subsidiary's, as the case may be, receipt of the
Net Proceeds of Debt, the Revolving Credit Commitments shall be automatically
reduced, in accordance with Section 2.08(b)(5), in an amount equal to 100% of
the Net Proceeds of Debt.

                  (5) Any reduction to the Revolving Credit Commitments pursuant
to Section 2.08(b) shall be applied to reduce the Revolving Credit Commitments
of the several Lenders ratably. No mandatory reduction of the Revolving Credit
Commitments pursuant to any paragraph of this Section 2.08(b) shall reduce the
amount of any subsequent mandatory reduction of the Revolving Credit Commitments
pursuant to such paragraph or any other paragraph of this Section 2.08(b).

                  (6) Any reduction to the Revolving Credit Commitments pursuant
to Section 2.08(b) shall be applied to reduce the Alternate Currency Commitments


                                      -34-
<PAGE>

ratably in accordance with the relative amount of the Alternate Currency
Commitment and the Revolving Credit Commitment.

                  (c) The Borrower shall give the Administrative Agent written
notice of any mandatory reduction of the Revolving Credit Commitments, including
the Alternate Currency Commitment, to be made pursuant to paragraph (1), (2),
(3) or (4) of Section 2.08(b), specifying the date of such reduction, the amount
of such reduction and that such reduction is being made pursuant to Section
2.08(b) (and specifying the paragraph of Section 2.08(b) pursuant to which such
reduction is being made). Any such notice is irrevocable, once given. Any and
all reductions to the Revolving Credit Commitments and the Alternate Currency
Commitments under this Agreement shall be permanent and irrevocable.

                  Section 2.09. Optional Prepayments of Revolving Credit Loans.

                  (a) The Borrower may, upon at least one (1) Domestic Business
         Day's notice to the Administrative Agent, prepay any Revolving Credit
         Loan that is a Base Rate Borrowing (excluding a Swing Line Loan) in
         whole at any time, or from time to time in part in amounts aggregating
         at least $1,000,000 or any larger multiple of $500,000, by paying the
         principal amount to be prepaid together with accrued interest thereon
         to the date of prepayment. Each such optional prepayment shall be
         applied to prepay ratably the Revolving Credit Loans of the several
         Lenders included in such Base Rate Borrowing; provided that except as
         provided in and subject to the terms of Section 2.08(b) and (c), such
         prepayment shall be applied as directed by the Borrower.

                  (b) Subject to any payments required pursuant to the terms of
         Section 9.07, the Borrower may, upon at least three (3) Eurocurrency
         Business Days' notice to the Administrative Agent with respect to
         Eurocurrency Borrowings denominated in Dollars, and upon at least four
         (4) Eurocurrency Business Days' notice to the Administrative Agent with
         respect to Eurocurrency Borrowings denominated in an Alternate
         Currency, prepay any Revolving Credit Loan that is a Eurocurrency
         Borrowing denominated in Dollars or an Alternative Currency in whole at
         any time, or from time to time in part in amounts aggregating at least
         $2,500,000 or any larger multiple of $500,000 (or the Alternate
         Currency Equivalent of such amount), by paying the principal amount to
         be prepaid together with accrued interest thereon to the date of
         prepayment. Each such optional prepayment shall be applied to prepay
         ratably the Revolving Credit Loans of the several Lenders included in
         such Eurocurrency Borrowing; provided that except as provided in and
         subject to the terms of Section 2.08(b) and (c), such prepayment shall
         be applied as directed by the Borrower.

                  (c) The Borrower may prepay any Swing Line Loan in whole at
         any time, or from time to time in part in amounts aggregating at least
         $100,000 or any larger multiple thereof by paying the principal amount
         to be prepaid together with accrued interest thereon to the date of
         prepayment.

                  (d) Upon receipt of a notice of prepayment pursuant to this
         Section, the Administrative Agent shall promptly notify each Lender of
         the contents thereof and of such Lender's ratable share of such


                                      -35-
<PAGE>

         prepayment and such notice shall not thereafter be revocable by the
         Borrower.

                  Section 2.10. Mandatory Prepayments.

                  (a) On each date on which the Revolving Credit Commitments are
         reduced or terminated pursuant to Section 2.07 or Section 2.08, the
         Borrower shall repay or prepay such principal amount of the outstanding
         Revolving Credit Loans, if any (together with interest accrued thereon
         and any amounts due under Section 9.07(a)), in an amount equal to the
         lesser of (i) the amount by which the Revolving Credit Commitments were
         so reduced or (ii) the aggregate amount of the then outstanding
         Revolving Credit Loans, Swing Line Loans and Letter of Credit
         Obligations. In any event, on any date that the aggregate amount of the
         then outstanding Revolving Credit Loans, Swing Line Loans and Letter of
         Credit Obligations exceed the aggregate amount of the Revolving Credit
         Commitments, the Borrower shall repay or prepay Revolving Credit Loans
         as may be necessary so that after such payment the aggregate amount of
         the then outstanding Revolving Credit Loans, Swing Line Loans and
         Letter of Credit Obligations does not exceed the aggregate amount of
         the Revolving Credit Commitments.

         Subject to paragraph (b) below, each such payment or prepayment shall
         be applied to repay or prepay ratably the Revolving Credit Loans of the
         several Lenders, then the Swing Line Loans of the Swing Line Lender,
         and finally, the Letter of Credit Obligations.

                  (b) On any date that the aggregate amount, based on the Dollar
         Equivalent of the then outstanding Alternate Currency Loans, (i) solely
         because of currency fluctuation, exceeds one hundred and five percent
         (105%) of the Alternate Currency Commitment or (ii) for any other
         reason, exceeds the Alternate Currency Commitment, the Borrower shall
         repay or prepay Alternate Currency Loans as may be necessary so that
         after such payment the aggregate amount of the then outstanding
         Alternate Currency Loans, based on the Dollar Equivalent, does not
         exceed the Alternate Currency Commitment.

                  Section 2.11. General Provisions as to Payments.

                  (a) (1) The Borrower shall make each payment of principal of,
         and interest on, the Swing Line Loans and Revolving Credit Loans in
         immediately available funds denominated in Dollars and of Reimbursement
         Obligations and commitment fees hereunder, in Dollars not later than
         12:00 noon (Charlotte, North Carolina time) on the date when due, to
         the Administrative Agent at its address referred to in Section 10.01,
         and any such payment to the Administrative Agent in accordance with
         this Section 2.11 shall satisfy in full the Borrower's obligation to
         make such payment hereunder. The Administrative Agent will promptly
         distribute to each Lender its ratable share of each such payment
         received by the Administrative Agent for the account of the Lenders.

                       (2) The Borrower shall make each payment of principal of,
          and interest on, the Alternate Currency Loans in immediately available
          funds in such Alternate Currency not later than 11:00 A.M.(London,
          England time) on the date when due, to the Administrative Agent at its
          address referred to in Section 10.01, and any such payment to the


                                      -36-
<PAGE>

          Administrative Agent in accordance with this Section 2.11 shall
          satisfy in full the Borrower's obligation to make such payment
          hereunder. The Administrative Agent will promptly distribute to each
          Lender its ratable share of each such payment received by the
          Administrative Agent for the account of the Lenders.

                       (3) Anything in Sections 2.05, 2.11 or 2.13 to the
          contrary notwithstanding, and without prejudice to Sections 2.05(e) or
          7.01, if the Borrower shall fail to pay any principal or interest
          denominated in an Alternate Currency within one (1) Eurocurrency
          Business Day after the due date therefor in the case of principal and
          three (3) Eurocurrency Business Days after the due date therefor in
          the case of interest (without giving effect to any acceleration of
          maturity under Article VII), the amount so in default shall
          automatically be redenominated in Dollars on the day one (1) Domestic
          Business Day after the due date therefor in the case of a principal
          payment and three (3) Domestic Business Days after the due date
          therefor in the case of an interest payment in an amount equal to the
          Dollar Equivalent of such principal or interest.

                  (b) Whenever any payment of principal of, or interest on, the
         Base Rate Loans or of Reimbursement Obligations or fees shall be due on
         a day which is not a Domestic Business Day, the date for payment
         thereof shall be extended to the next succeeding Domestic Business Day.
         Whenever any payment of principal of, or interest on, the Eurocurrency
         Loans shall be due on a day which is not a Eurocurrency Business Day,
         the date for payment thereof shall be extended to the next succeeding
         Eurocurrency Business Day unless such Eurocurrency Business Day falls
         in another calendar month, in which case the date for payment thereof
         shall be the next preceding Eurocurrency Business Day. If the date for
         any payment of principal is extended by operation of law or otherwise,
         interest thereon shall be payable for such extended time.

                  (c) Any and all payments by or on account of any obligation of
         the Borrower hereunder or under any other Loan Document shall be made
         free and clear of and without reduction or withholding for any
         Indemnified Taxes or Other Taxes, provided that if the Borrower shall
         be required by applicable law to deduct any Indemnified Taxes
         (including any Other Taxes) from such payments, then (i) 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) the Administrative Agent, the Swing Line
         Lender, Lender or Issuing Bank, as the case may be, receives an amount
         equal to the sum it would have received had no such deductions been
         made, (ii) the Borrower shall make such deductions and (iii) the
         Borrower shall timely pay the full amount deducted to the relevant
         Governmental Authority in accordance with applicable law.

                  (d) Without limiting the provisions of paragraph (c) above,
         the Borrower shall timely pay any Other Taxes to the relevant
         Governmental Authority in accordance with applicable law.

                  (e) The Borrower shall indemnify the Administrative Agent, the
         Swing Line Lender, each Lender and the Issuing Bank, within 10 days
         after demand therefor, for the full amount of any Indemnified Taxes or
         Other Taxes (including Indemnified Taxes or Other Taxes imposed or
         asserted on or attributable to amounts payable under this Section) paid


                                      -37-
<PAGE>

         by the Administrative Agent, such Lender or the Issuing Bank, as the
         case may be, and any penalties, interest and reasonable expenses
         arising therefrom or with respect thereto, whether or not such
         Indemnified Taxes or Other Taxes were correctly or legally imposed or
         asserted by the relevant Governmental Authority. A certificate as to
         the amount of such payment or liability delivered to the Borrower by a
         Lender, The Swing Line Lender, or the Issuing Bank (with a copy to the
         Administrative Agent), or by the Administrative Agent on its own behalf
         or on behalf of a Lender, the Swing Line Lender or the Issuing Bank,
         shall be conclusive absent manifest error.

                  (f) As soon as practicable after any payment of Indemnified
         Taxes or Other Taxes by the Borrower to a Governmental Authority, the
         Borrower shall deliver to the Administrative Agent the original or a
         certified copy of a receipt issued by such Governmental Authority
         evidencing such payment, a copy of the return reporting such payment or
         other evidence of such payment reasonably satisfactory to the
         Administrative Agent.

                  (g) Any Foreign Lender that is entitled to an exemption from
         or reduction of withholding tax under the law of the jurisdiction in
         which the Borrower is resident for tax purposes, or any treaty to which
         such jurisdiction is a party, with respect to payments hereunder or
         under any other Loan Document shall deliver to the Borrower (with a
         copy to the Administrative Agent), at the time or times prescribed by
         applicable law or reasonably requested by the Borrower or the
         Administrative Agent, 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 of withholding. In
         addition, any Lender, if requested by the Borrower or the
         Administrative Agent, shall deliver such other documentation prescribed
         by applicable law or reasonably requested by the Borrower or the
         Administrative Agent as will enable the Borrower or the Administrative
         Agent to determine whether or not such Lender is subject to backup
         withholding or information reporting requirements.

                  Without limiting the generality of the foregoing, in the event
that the Borrower is resident for tax purposes in the United States of America,
any Foreign Lender shall deliver to the Borrower and the Administrative Agent
(in such number of copies as shall be requested by the recipient) on or prior to
the date on which such Foreign Lender becomes a Lender under this Agreement (and
from time to time thereafter upon the request of the Borrower or the
Administrative Agent, but only if such Foreign Lender is legally entitled to do
so), whichever of the following is applicable:

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

                  (ii) duly completed copies of Internal Revenue Service Form
         W-8ECI,

                  (iii) in the case of a Foreign Lender claiming the benefits of
         the exemption for portfolio interest under section 881(c) of the Code,
         (x) a certificate to the effect that such Foreign Lender is not (A) a
         "bank" within the meaning of section 881(c)(3)(A) of the Code, (B) a


                                      -38-
<PAGE>

         "10 percent shareholder" of the Borrower within the meaning of section
         881(c)(3)(B) of the Code, or (C) a "controlled foreign corporation"
         described in section 881(c)(3)(C) of the Code and (y) duly completed
         copies of Internal Revenue Service Form W-8BEN, or

                  (iv) any other form prescribed by applicable law as a basis
         for claiming exemption from or a reduction in United States Federal
         withholding tax duly completed together with such supplementary
         documentation as may be prescribed by applicable law to permit the
         Borrower to determine the withholding or deduction required to be made.

                  (h) If the Administrative Agent, a Lender or the Issuing Bank
         has received a refund of any Taxes or Other Taxes as to which it has
         been indemnified by the Borrower or with respect to which the Borrower
         has paid additional amounts pursuant to this Section, it shall pay to
         the Borrower an amount equal to such refund (but only to the extent of
         indemnity payments made, or additional amounts paid, by the Borrower
         under this Section with respect to the Taxes or Other Taxes giving rise
         to such refund), net of all out-of-pocket expenses of the
         Administrative Agent, such Lender or the Issuing Bank, as the case may
         be, and without interest (other than any interest paid by the relevant
         Governmental Authority with respect to such refund), provided that the
         Borrower, upon the request of the Administrative Agent, such Lender or
         the Issuing Bank, agrees to repay the amount paid over to the Borrower
         (plus any penalties, interest or other charges imposed by the relevant
         Governmental Authority) to the Administrative Agent, such Lender or the
         Issuing Bank in the event the Administrative Agent, such Lender or the
         Issuing Bank is required to repay such refund to such Governmental
         Authority. This paragraph shall not be construed to require the
         Administrative Agent, any Lender or the Issuing Bank to make available
         its tax returns (or any other information relating to its taxes that it
         deems confidential) to the Borrower or any other Person.

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

                  (j) With respect to the payment of any amount denominated in
         Euros, the Administrative Agent shall not be liable to the Borrower or
         any of the Lenders in any way whatsoever for any delay, or the
         consequences of any delay, in the crediting to any account of any
         amount required by this Agreement to be paid by the Administrative


                                      -39-
<PAGE>

         Agent if the Administrative Agent shall have taken all relevant steps
         to achieve, on the date required by this Agreement, the payment of such
         amount in immediately available, freely transferable, cleared funds (in
         Euros) to the account of the Borrower or any Lender in the Principal
         Financial Center in the Participating Member State which the Borrower
         or such Lender, as the case may be, shall have specified for such
         purpose. For the purposes of this paragraph, "all relevant steps" means
         all such steps as may be prescribed from time to time by the
         regulations or operating procedures of such clearing or settlement
         system as the Administrative Agent may from time to time determine for
         the purpose of clearing or settling payments in Euros.

                  Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower contained
in this Section 2.11 shall be applicable with respect to any Participant or
Eligible Assignee, and any calculations required by such provisions (i) shall be
made based upon the circumstances of such Participant or Eligible Assignee, and
(ii) constitute a continuing agreement and shall survive the termination of this
Agreement and the payment in full or cancellation of the Loans.

                  Section 2.12. Computation of Interest and Fees. Interest on
Base Rate Loans shall be computed on the basis of a year of 365 days (or 366
days in a leap year) and paid for the actual number of days elapsed (including
the first day but excluding the last day). Interest on Eurocurrency Loans (other
than Alternate Currency Loans denominated in Pounds Sterling) shall be computed
on the basis of a year of 360 days and paid for the actual number of days
elapsed, calculated as to each Interest Period from and including the first day
thereof to but excluding the last day thereof. Interest on Alternate Currency
Loans denominated in Pounds Sterling shall be computed on the basis of a year of
365 days and paid for the actual number of days elapsed, calculated as to each
Interest Period from and including the first day thereof to but excluding the
last day thereof. Commitment fees and any other fees payable hereunder shall be
computed on the basis of a year of 360 days and paid for the actual number of
days elapsed (including the first day but excluding the last day).


                  Section 2.13. Redenomination of Alternate Currency Loans

                   (a) Conversion to the Base Rate. If any Alternate Currency
         Loan is required to bear interest based at the Base Rate rather than
         the London Interbank Offered Rate pursuant to Section 2.05(e), Article
         IX or any other applicable provision hereof, such Loan shall be funded
         in Dollars in an amount equal to the Dollar Equivalent of such
         Alternate Currency Loan, all subject to the provisions of Section 2.09.
         The Borrower shall reimburse the Lenders upon any such conversion for
         any amounts required to be paid under Section 10.03.

                  (b) Redenomination of Loans. Subject to Section 1.05 hereof,
         any Loan to be denominated in the Currency of the applicable
         Participating Member State shall be made in the Euro.

                   (c) Redenomination of Obligations. Subject to Section 1.05
         hereof, any obligation of any party under this Agreement or any other


                                      -40-
<PAGE>

         Loan Document which has been denominated in the Currency of a
         Participating Member State shall be redenominated into the Euro.

                   (d) Further Assurances. The terms and provisions of this
         Agreement will be subject to such reasonable changes of construction as
         determined by the Administrative Agent to reflect the implementation of
         the EMU in any Participating Member State or any market conventions
         relating to the fixing and/or calculation of interest being changed or
         replaced and to reflect market practice at that time, and subject
         thereto, to put the Administrative Agent, the Lenders and the Borrower
         in the same position, so far as possible, that they would have been if
         such implementation had not occurred. In connection therewith, Borrower
         agrees, at the request of the Administrative Agent, at the time of or
         at any time following the implementation of the EMU in any
         Participating Member State or any market conventions relating to the
         fixing and/or calculation of interest being changed or replaced, to
         enter into an agreement amending this Agreement in such manner as the
         Administrative Agent shall reasonably request.

                  Section 2.14. Swing Line Loans.

                  (a) The Borrower may prior to the Revolving Credit Maturity
         Date, as set forth in this Section, request the Swing Line Lender to
         make, and the Swing Line Lender prior to the Revolving Credit Maturity
         Date will make, Swing Line Loans to the Borrower in Dollars, in an
         aggregate principal amount at any one time outstanding, not exceeding
         $10,000,000, provided that the aggregate principal amount of all Swing
         Line Loans, together with the aggregate outstanding principal amount of
         all outstanding Revolving Credit Loans and Letter of Credit
         Obligations, at any one time outstanding shall not at any one time
         exceed the aggregate amount of the Revolving Credit Commitments of all
         of the Lenders at such time.

                  (b) When the Borrower wishes to request a Swing Line Loan, it
         shall give the Administrative Agent notice substantially in the form of
         Exhibit O hereto (a "Swing Line Loan Request") so as to be received no
         later than 12:00 noon (Charlotte, North Carolina time) on or before the
         date of the proposed Swing Line Borrowing proposed therein (or such
         other time and date as the Borrower and the Swing Line Lender may
         agree), specifying:

                  (i) the proposed date of such Swing Line Borrowing, which
         shall be a Domestic Business Day (the "Borrowing Date"); and

                  (ii) the aggregate amount of such Swing Line Borrowing, which
         shall be at least $100,000 (or in larger multiples of $100,000) but
         shall not cause the limits specified in Section 2.14(a) to be violated.

                  (c) The Swing Line Lender shall make the amount of such Swing
         Line Loan available to the Borrower on such date by depositing the
         same, in immediately available funds, in an account of the Borrower
         maintained with the Swing Line Lender.



                                      -41-
<PAGE>

                  (d) Subject to the limitations contained in this Agreement,
         the Borrower may borrow under this Section 2.14, prepay and reborrow
         under this Section 2.14 at any time before the Revolving Credit
         Maturity Date. Each Swing Line Loan included in any Swing Line
         Borrowing shall mature, and the principal amount thereof shall be due
         and payable, on the first to occur of: (i) demand by the Swing Line
         Lender that such Swing Line Loan be converted to a Revolving Credit
         Loan; or (ii) the Revolving Credit Maturity Date.

                  (e) At any time, upon the request of the Swing Line Lender,
         each Lender other than the Swing Line Lender shall, on the third
         Domestic Business Day after such request is made, purchase a
         participating interest in Swing Line Loans in an amount equal to its
         ratable share (based upon its respective Revolving Credit Commitment)
         of such Swing Line Loans. On such third Domestic Business Day, each
         Lender will immediately transfer to the Swing Line Lender, in
         immediately available funds, the amount of its participation. Whenever,
         at any time after the Swing Line Lender has received from any such
         Lender its participating interest in a Swing Line Loan, the
         Administrative Agent receives any payment on account thereof, the
         Administrative Agent will distribute to such Lender its participating
         interest in such amount (appropriately adjusted, in the case of
         interest payments, to reflect the period of time during which such
         Lender's participating interest was outstanding and funded); provided,
         however, that in the event that such payment received by the
         Administrative Agent is required to be returned, such Lender will
         return to the Administrative Agent any portion thereof previously
         distributed by the Administrative Agent to it. Each Lender's obligation
         to purchase such participating interests shall be absolute and
         unconditional and shall not be affected by any circumstance, including,
         without limitation: (i) any set-off, counterclaim, recoupment, defense
         or other right which such Lender or any other Person may have against
         the Swing Line Lender requesting such purchase or any other Person for
         any reason whatsoever; (ii) the occurrence or continuance of a Default
         or an Event of Default or the termination of the Revolving Credit
         Commitments, provided that no Lender shall be required to purchase a
         participating interest in any Swing Line Loan first advanced after the
         Swing Line Lender has actual knowledge of an Event of Default; (iii)
         any adverse change in the condition (financial or otherwise) of the
         Borrower or any other Person; (iv) any breach of this Agreement by the
         Borrower or any other Lender, provided that no Lender shall be required
         to purchase a participating interest in any Swing Line Loan, if the
         aggregate outstanding principal amount of all Swing Line Loans exceeds
         $10,000,000; or (v) any other circumstance, happening or event
         whatsoever, whether or not similar to any of the foregoing.

                  (f) Notwithstanding anything contained in this Agreement to
         the contrary, the Swing Line Loan facility contained in this Section
         2.14 shall terminate immediately upon: (i) Wachovia's removal or
         resignation as Administrative Agent; or (ii) termination of the
         Revolving Credit Commitments (whether at maturity or otherwise).



                                      -42-
<PAGE>

                                  Article III

                            LETTER OF CREDIT FACILITY

                  Section 3.01. Obligation to Issue. Subject to the terms and
conditions of this Agreement, and in reliance upon the representations and
warranties of the Borrower herein set forth, the Issuing Bank shall issue for
the account of Borrower or any Loan Party, one or more Letters of Credit
denominated in Dollars, in accordance with this Article III, from time to time
during the period commencing on the Effective Date and ending on the Domestic
Business Day prior to the Revolving Credit Maturity Date.

                  Section 3.02. Types and Amounts. The Issuing Bank shall have
no obligation to issue any Letter of Credit at any time:

                  (a) if the aggregate maximum amount then available for drawing
         under Letters of Credit, after giving effect to the issuance of the
         requested Letter of Credit, shall exceed any limit imposed by law or
         regulation upon the Issuing Bank;

                  (b) if, after giving effect to the issuance of the requested
         Letter of Credit, (i) the aggregate Letter of Credit Obligations would
         exceed $5,000,000, or (ii) the conditions set forth in Section 2.01
         would not be satisfied; or

                  (c) which has an expiration date (i) more than one (1) year
         after the date of issuance or (ii) after the Revolving Credit Maturity
         Date.

                  Section 3.03. Conditions. In addition to being subject to the
satisfaction of the conditions contained in Article IV, the obligation of the
Issuing Bank to issue any Letter of Credit is subject to the satisfaction in
full of the following conditions:

                  (a) the Borrower shall have delivered to the Issuing Bank, at
         such times and in such manner as the Issuing Bank may prescribe, a
         Letter of Credit Application Agreement and such other documents and
         materials as may be required pursuant to the terms thereof all
         satisfactory in form and substance to the Issuing Bank, and the terms
         of the proposed Letter of Credit shall be satisfactory in form and
         substance to the Issuing Bank; and

                  (b) as of the date of issuance no order, judgment or decree of
         any court, arbitrator or Governmental Authority shall purport by its
         terms to enjoin or restrain the Issuing Bank from issuing the Letter of
         Credit and no law, rule or regulation applicable to the Issuing Bank
         and no request or directive (whether or not having the force of law)
         from any Governmental Authority with jurisdiction over the Issuing Bank
         shall prohibit or request that the Issuing Bank refrain from the
         issuance of letters of credit generally or the issuance of that Letter
         of Credit.

                  Section 3.04. Issuance of Letters of Credit.

                  (a) Request for Issuance. At least two (2) Domestic Business
         Days before the effective date for any Letter of Credit, the Borrower
         shall give the Issuing Bank a written notice containing the original


                                      -43-
<PAGE>

         signature of an authorized officer or employee of the Borrower. Such
         notice shall be irrevocable and shall specify the original face amount
         of the Letter of Credit requested (which original face amount shall not
         be less than $50,000), the effective date (which day shall be a
         Domestic Business Day) of issuance of such requested Letter of Credit,
         the date on which such requested Letter of Credit is to expire, the
         amount of then outstanding Letter of Credit Obligations, the purpose
         for which such Letter of Credit is to be issued, whether such Letter of
         Credit may be drawn in single or partial draws and the person for whose
         benefit the requested Letter of Credit is to be issued. Each Letter of
         Credit shall be denominated in Dollars.

                  (b) Issuance; Notice of Issuance. If the conditions set forth
         in Sections 3.02 and 3.03 are satisfied, the Issuing Bank shall issue
         the requested Letter of Credit. The Issuing Bank shall give each Lender
         written or telex notice in substantially the form of Exhibit P, or
         telephonic notice confirmed promptly thereafter in writing, of the
         issuance of a Letter of Credit and shall deliver to each Lender in
         connection with such notice a copy of the Letter of Credit issued by
         the Issuing Bank.

                  (c) No Extension or Amendment. The Issuing Bank shall not
         extend or amend any Letter of Credit if the issuance of a new Letter of
         Credit having the same terms as such Letter of Credit as so amended or
         extended would be prohibited by Section 3.02 or Section 3.03.

                  Section 3.05. Reimbursement Obligations; Duties of the Issuing
Lender.

                  (a) Reimbursement. Notwithstanding any provisions to the
         contrary in any Letter of Credit Application Agreement:

                  (i) the Borrower shall reimburse the Issuing Bank for drawings
         under a Letter of Credit issued by it no later than the earlier of (A)
         the time specified in such Letter of Credit Application Agreement, or
         (B) one (1) Domestic Business Day after the payment by the Issuing
         Bank;

                  (ii) any Reimbursement Obligation with respect to any Letter
         of Credit shall bear interest from the date of the relevant drawing
         under the pertinent Letter of Credit until the date of payment in full
         thereof at a rate per annum equal to (A) prior to the date that is
         three (3) Domestic Business Days after the date of the related payment
         by the Issuing Bank, the Base Rate plus the Applicable Margin and (B)
         thereafter, the Default Rate; and

                  (iii) in order to implement the foregoing, upon the occurrence
         of a draw under any Letter of Credit, unless the Issuing Bank is
         reimbursed in accordance with Subsection (i) above, the Borrower
         irrevocably authorizes the Issuing Bank and the Administrative Agent to
         treat such nonpayment as a Notice of Borrowing in the amount of such
         Reimbursement Obligation and the Lenders to make Base Rate Loans to
         Borrower in such amount regardless of whether the conditions precedent
         to the making of Base Rate Loans hereunder have been met. The Borrower
         further authorizes the Administrative Agent to credit the proceeds of


                                      -44-
<PAGE>

         such Base Rate Loan so as to immediately eliminate the liability of the
         Borrower for Reimbursement Obligations under such Letter of Credit.

                  (b) Duties of the Issuing Bank. Any action taken or omitted to
         be taken by the Issuing Bank in connection with any Letter of Credit,
         if taken or omitted in the absence of willful misconduct or gross
         negligence, shall not put the Issuing Bank under any resulting
         liability to any Lender, or assuming that the Issuing Bank has complied
         with the procedures specified in Section 3.04 and such Lender has not
         given a notice contemplated by Section 3.06(a) that continues in full
         force and effect, relieve that Lender of its obligations hereunder to
         the Issuing Bank. In determining whether to pay under any Letter of
         Credit, the Issuing Bank shall have no obligation relative to the
         Lenders, the Borrower, or any Loan Party, if applicable, other than to
         confirm that any documents required to have been delivered under such
         Letter of Credit appear to comply on their face with the requirements
         of such Letter of Credit.

                  Section 3.06. Participations.

                  (a) Purchase of Participations. Immediately upon issuance by
         the Issuing Bank of any Letter of Credit in accordance with the
         procedures set forth in Section 3.04, each Lender shall be deemed to
         have irrevocably and unconditionally purchased and received from the
         Issuing Bank, without recourse or warranty, an undivided interest and
         participation, to the extent of such Lender's ratable share of the
         aggregate Revolving Credit Commitments, in such Letter of Credit;
         provided, that a Letter of Credit shall not be entitled to the benefits
         of this Section 3.06 if the Issuing Bank shall have received written
         notice from any Lender on or before the Domestic Business Day
         immediately prior to the date of the Issuing Bank's issuance of such
         Letter of Credit that one or more of the conditions contained in
         Section 3.02 or 3.03 or Article IV is not then satisfied, and, in the
         event the Issuing Bank receives such a notice, it shall have no further
         obligation to issue any Letter of Credit until such notice is withdrawn
         by that Lender or until the Required Lenders have effectively waived
         such condition in accordance with the provisions of this Agreement.

                  (b) Sharing of Letter of Credit Payments. In the event that
         the Issuing Bank makes any payment under any Letter of Credit for which
         the Borrower shall not have repaid such amount to the Issuing Bank
         pursuant to Section 3.07 or which cannot be paid by a Loan pursuant to
         Subsection (iii) of Section 3.05, the Issuing Bank shall promptly
         notify each Lender of such failure, and each Lender shall promptly and
         unconditionally pay to the Issuing Bank such Lender's ratable share of
         the amount of such payment in Dollars and in same day funds. If the
         Issuing Bank so notifies such Lender prior to 10:00 A.M. (Charlotte,
         North Carolina time) on any Domestic Business Day, and otherwise on the
         next succeeding Domestic Business Day, such Lender shall make available
         to the Issuing Bank its ratable share of the amount of such payment on
         such Domestic Business Day in same day funds. If and to the extent such
         Lender shall not have so made its ratable share of the amount of such
         payment available to the Issuing Bank, such Lender agrees to pay to the
         Issuing Bank forthwith on demand such amount together with interest
         thereon, for each day from the date such payment was first due until
         the date such amount is paid to the Issuing Bank at the Federal Funds


                                      -45-
<PAGE>

         Rate for the first 3 days and thereafter at the Base Rate. The failure
         of any Lender to make available to the Issuing Bank its ratable share
         of any such payment shall neither relieve nor increase the obligation
         of any other Lender hereunder to make available to the Issuing Bank its
         ratable share of any payment on the date such payment is to be made.

                  (c) Sharing of Reimbursement Obligation Payments. Whenever the
         Issuing Bank receives a payment on account of a Reimbursement
         Obligation, including any interest thereon, as to which the Issuing
         Bank has received any payments from the Lenders pursuant to this
         Section, it shall promptly pay to each Lender which has funded its
         participating interest therein, in Dollars and in the kind of funds so
         received, an amount equal to such Lender's ratable share thereof. Each
         such payment shall be made by the Issuing Bank on the Domestic Business
         Day on which the funds are paid to the Issuing Bank, if received prior
         to 10:00 am. (Charlotte, North Carolina time) on such Domestic Business
         Day, and otherwise on the next succeeding Domestic Business Day.

                  (d) Documentation. Upon the request of any Lender, the Issuing
         Bank shall furnish to such Lender copies of any Letter of Credit,
         Letter of Credit Application Agreement and other documentation relating
         to Letters of Credit issued pursuant to this Agreement.

                  (e) Obligations Irrevocable. The obligations of the Lenders to
         make payments to the Issuing Bank with respect to a Letter of Credit
         shall be irrevocable, not subject to any qualification or exception
         whatsoever and shall be made in accordance with, but not subject to,
         the terms and conditions of this Agreement under all circumstances
         (assuming that the Issuing Bank has issued such Letter of Credit in
         accordance with Section 3.04 and such Lender has not given a notice
         contemplated by Section 3.06(a) that continues in full force and
         effect), including, without limitation, any of the following
         circumstances:

                  (i) any lack of validity or enforceability of this Agreement
         or any of the other Loan Documents;

                  (ii) the existence of any claim, set-off, defense or other
         right which the Borrower or any Loan Party may have at any time against
         a beneficiary named in a Letter of Credit or any transferee of any
         Letter of Credit (or any Person for whom any such transferee may be
         acting), the Issuing Bank, the Administrative Agent, any Lender or any
         other Person, whether in connection with this Agreement, any Letter of
         Credit, the transactions contemplated herein or any unrelated
         transactions;

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

                  (iv) the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Loan
         Documents;

                  (v) payment by the Issuing Bank under any Letter of Credit
         proving to be forged, fraudulent, invalid or insufficient in any
         respect or any statement therein being untrue or inaccurate in any
         respect;

                                      -46-
<PAGE>

                  (vi) payment by the Issuing Bank under any Letter of Credit
         against presentation of any draft or certificate that does not comply
         with the terms of such Letter of Credit, except payment resulting from
         the gross negligence or willful misconduct of the Issuing Bank; or

                  (vii) any other circumstances or happenings whatsoever,
         whether or not similar to any of the foregoing, except circumstances or
         happenings resulting from the gross negligence or willful misconduct of
         the Issuing Bank.

                  Section 3.07. Payment of Reimbursement Obligations.

                  (a) Payments to Issuing Lender. The Borrower agrees to pay to
         the Issuing Bank the amount of all Reimbursement Obligations, interest
         and other amounts payable to the Issuing Bank under or in connection
         with any Letter of Credit issued for the Borrower's or any Loan Party's
         account immediately when due, irrespective of:

                  (i) any lack of validity or enforceability of this Agreement
         or any of the other Loan Documents;

                  (ii) the existence of any claim, set-off, defense or other
         right which the Borrower or any Loan Party may have at any time against
         a beneficiary named in a Letter of Credit or any transferee of any
         Letter of Credit (or any Person for whom any such transferee may be
         acting), the Issuing Bank, the Administrative Agent, any Lender or any
         other Person, whether in connection with this Agreement, any Letter of
         Credit, the transactions contemplated herein or any unrelated
         transactions;

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

                  (iv) the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Loan
         Documents;

                  (v) payment by the Issuing Bank under any Letter of Credit
         proving to be forged, fraudulent, invalid or insufficient in any
         respect or any statement therein being untrue or inaccurate in any
         respect;

                  (vi) payment by the Issuing Bank under any Letter of Credit
         against presentation of any draft or certificate that does not comply
         with the terms of such Letter of Credit, except payment resulting from
         the gross negligence or willful misconduct of the Issuing Bank; or

                  (vii) any other circumstances or happenings whatsoever,
         whether or not similar to any of the foregoing, except circumstances or
         happenings resulting from the gross negligence or willful misconduct of
         the Issuing Bank.

                  (b) Recovery or Avoidance of Payments. In the event any
         payment by or on behalf of the Borrower received by the Issuing Bank
         with respect to a Letter of Credit and distributed by the Issuing Bank


                                      -47-
<PAGE>

         to the Lenders on account of their participations is thereafter set
         aside, avoided or recovered from the Issuing Bank in connection with
         any receivership, liquidation or bankruptcy proceeding, each Lender
         that received such distribution shall, upon demand by the Issuing Bank,
         contribute such Lender's ratable share of the amount set aside, avoided
         or recovered together with interest at the rate required to be paid by
         the Issuing Bank upon the amount required to be repaid by it.

                  Section 3.08. Compensation for Letters of Credit and Issuing
Bank Reporting Requirements.

                  (a) Letter of Credit Fees. The Borrower shall pay to the
         Administrative Agent with respect to each Letter of Credit issued
         hereunder a letter of credit fee ("Letter of Credit Fee") equal to a
         per annum rate equal to the Applicable Margin for Eurocurrency Loans,
         or after the occurrence and during the continuance of a Default, at the
         election of the Required Lenders, the Default Rate, multiplied by the
         face amount of such Letter of Credit, payable on the Domestic Business
         Day on which such Letter of Credit is issued or renewed. Letter of
         Credit Fees payable hereunder shall be computed on the basis of a year
         of 360 days and paid for the actual number of days elapsed (including
         the first day but excluding the last day). The Administrative Agent
         shall promptly remit such Letter of Credit Fees, when paid, to the
         Lenders in accordance with their ratable shares thereof.

                  (b) Issuing Bank Charges. The Borrower shall pay to the
         Issuing Bank, solely for its own account, a fronting fee due and
         payable on the date of issuance and the date of each renewal of each
         Letter of Credit issued hereunder in an amount equal to 0.125%
         multiplied by the face amount of each such Letter of Credit. Fronting
         fees shall be fully earned and non-refundable when paid. In addition,
         the Borrower shall pay to the Issuing Bank, solely for its own account,
         the customary issuance, presentation, amendment and other processing
         fees, and other standard costs and charges, of the Issuing Bank
         relating to letters of credit as from time to time in effect. Such fees
         and charges are due and payable on demand and are nonrefundable.

                  Section 3.09. Indemnification; Exoneration.

                  (a) Indemnification. In addition to amounts payable as
         elsewhere provided in this Article III, the Borrower shall protect,
         indemnify, pay and save the Issuing Bank, the Administrative Agent and
         each Lender harmless from and against any and all claims, demands,
         liabilities, damages, losses, costs, charges and expenses (including
         reasonable attorneys' fees) which the Issuing Bank, the Administrative
         Agent, or any Lender may incur or be subject to as a consequence of the
         issuance of any Letter of Credit for the Borrower's account other than
         as a result of its gross negligence or willful misconduct, as
         determined by a court of competent jurisdiction.

                  (b) Assumption of Risk by Borrower. As between the Borrower,
         the Issuing Bank, the Administrative Agent and Lenders, the Borrower
         assumes all risks of the acts and omissions of, or misuse of the
         Letters of Credit issued for the Borrower's or any Loan Party's account
         by, the respective beneficiaries of such Letters of Credit. In
         furtherance and not in limitation of the foregoing, the Issuing Bank,
         the Administrative Agent and the Lenders shall not be responsible for
         (i) the form, validity, sufficiency, accuracy, genuineness or legal
         effect of any document submitted by any party in connection with the
         application for and issuance of the Letters of Credit, even if it
         should in fact prove to be in any or all respects invalid,


                                      -48-
<PAGE>

         insufficient, inaccurate, fraudulent or forged, (ii) the validity or
         sufficiency of any instrument transferring or assigning or purporting
         to transfer or assign a Letter of Credit or the rights or benefits
         thereunder or proceeds thereof, in whole or in part, which may prove to
         be invalid or ineffective for any reason, (iii) failure of the
         beneficiary of a Letter of Credit to comply duly with conditions
         required in order to draw upon such Letter of Credit, (iv) errors,
         omissions, interruptions or delays in transmission or delivery of any
         messages, by mail, cable, telegraph, telex or otherwise, whether or not
         they be in cipher, for errors in interpretation of technical terms, (v)
         any loss or delay in the transmission or otherwise of any document
         required in order to make a drawing under any Letter of Credit or of
         the proceeds thereof, (vi) the misapplication by the beneficiary of a
         Letter of Credit of the proceeds of any drawing under such Letter of
         Credit; and (viii) any consequences arising from causes beyond the
         control of the Issuing Bank, the Administrative Agent and the Lenders.

                  (c) Exoneration. In furtherance and extension and not in
         limitation of the specific provisions hereinabove set forth, any action
         taken or omitted by the Issuing Bank under or in connection with the
         Letters of Credit or any related certificates if taken or omitted in


                                      -49-
<PAGE>

         good faith and with reasonable care, shall not put the Issuing Bank,
         the Administrative Agent or any Lender under any resulting liability to
         the Borrower or any Loan Party or relieve the Borrower of any of its
         obligations hereunder to any such Person.

                                   Article IV

                            CONDITIONS TO BORROWINGS

                  Section 4.01. Conditions to Closing. On or before the
Effective Date, the Borrower shall satisfy each of the following conditions:

                  (a) receipt by the Administrative Agent from each of the
         parties hereto of a duly executed counterpart of this Agreement signed
         by such party and duly executed counterparts of any requested Notes;

                  (b) receipt by the Administrative Agent of (i) an opinion
         (together with any opinions of local counsel relied on therein) of
         Troutman Sanders L.L.P., counsel for the Loan Parties, dated as of the
         Effective Date, substantially in the form of Exhibit B hereto and
         covering such additional matters relating to the transactions
         contemplated hereby as the Administrative Agent or any Lender may
         reasonably request and (ii) opinions of local counsel for the Loan
         Parties, satisfactory to the Administrative Agent and the Lenders,
         substantially in the form of Exhibit C hereto and covering such
         additional matters relating to the transactions contemplated hereby as
         the Administrative Agent or any Lender may reasonably request;

                  (c) receipt by the Administrative Agent of a certificate (the
         "Closing Certificate"), dated the Effective Date, substantially in the
         form of Exhibit E hereto, signed by the Vice President and Treasurer or
         another senior financial officer of the Borrower and of each Loan
         Party, to the effect that (i) as to each of the Loan Parties, (1) no
         Default has occurred and is continuing on the Effective Date under any
         Loan Document to which such Loan Party is a party, and (2) the
         representations and warranties made by each Loan Party contained in the
         Loan Documents to which such Loan Party is party are true and correct
         on and as of the Effective Date; and (ii) as to the Borrower only, the
         Borrower is (1) in pro forma compliance with Sections 6.03, 6.04, 6.05
         and 6.06, (2) the pro forma Consolidated EBITDA is not less than
         $50,000,000 and (3) the Total Leverage Ratio does not exceed 3.5 to 1.0
         calculated as of the last day of the most recently ended Fiscal Quarter
         in which financial statements were issued, in each case after
         satisfying the conditions of this Section 4.01 and making the initial
         Revolving Credit Borrowing.

                  (d) receipt by the Administrative Agent of all documents which
         the Administrative Agent may reasonably request relating to the
         existence of each Loan Party, the corporate authority for and the
         validity of each Loan Document to which it is a party and any other
         matters relevant hereto, all in form and substance satisfactory to the
         Administrative Agent, including without limitation a certificate of
         incumbency of such Loan Party (the "Officer's Certificate"), signed by
         the Secretary or an Assistant Secretary of such Loan Party,
         substantially in the form of Exhibit F hereto, certifying as to the
         names, true signatures and incumbency of the officer or officers of
         such Loan Party authorized to execute and deliver the Loan Documents to
         which it is a party, and certified copies of the following items: (i)
         such Loan Party's Certificate of Incorporation (or its equivalent),
         (ii) such Loan Party's Bylaws, (iii) a certificate of the Secretary of
         State (or its equivalent) of the State of incorporation of such Loan
         Party as to the existence of such Loan Party as a corporation organized
         under the laws of such state (unless such state does not provide a
         suitable equivalent certificate), and (iv) the action taken by the
         Board of Directors of such Loan Party authorizing such Loan Party's
         execution, delivery and performance of the Loan Documents to which it
         is a party;

                  (e) receipt by the Collateral Agent of the Guaranty, duly
         executed by each Guarantor;

                  (f) receipt by the Administrative Agent of (i) the Collateral
         Agency Agreement, duly executed by each Loan Party which is party
         thereto, and (ii) the Indemnity, Subrogation and Contribution
         Agreement, duly executed by each Loan Party which is party thereto;

                  (g) receipt by the Collateral Agent of the Pledge Agreement
         and the Indian Pledge Agreement, duly executed by each Loan Party which
         is party thereto;

                  (h) receipt by the Administrative Agent of the four-year
         projections (in form and substance satisfactory to the Administrative
         Agent in its sole discretion) and the final audited financial
         statements of the Borrower for Fiscal Years ended 2002 and 2003;

                  (i) receipt by the Collateral Agent of certificates
         representing shares of all capital stock pledged under the Pledge
         Agreement to the Collateral Agent, accompanied by instruments of
         transfer and stock powers endorsed in blank, together with evidence
         satisfactory to the Collateral Agent that such capital stock has been


                                      -50-
<PAGE>

         duly and validly pledged thereunder to the Collateral Agent for the
         ratable benefit of the Lenders and is subject to no other Lien other
         than the Lien created under the Pledge Agreement to secure the
         Obligations;

                  (j) the Borrower Security Agreement and the Subsidiary
         Security Agreement each shall have been duly executed by the Loan
         Parties which are parties thereto and shall have been delivered to the
         Collateral Agent and shall be in full force and effect and each
         document (including each Uniform Commercial Code financing statement)
         required by law or reasonably requested by the Administrative Agent to
         be filed, registered or recorded in order to create in favor of the
         Collateral Agent for the benefit of the Lenders a valid, legal and
         perfected first-priority security interest in and lien on the
         Collateral (subject only to any Lien permitted by this Agreement, the
         Borrower Security Agreement or the Subsidiary Security Agreement)
         described in the Borrower Security Agreement or the Subsidiary Security
         Agreement shall have been filed, registered or recorded and evidence
         thereof shall have been delivered to the Collateral Agent;

                  (k) the Collateral Agent shall have received the results of a
         search of the Uniform Commercial Code filings (or equivalent filings)
         made with respect to the Loan Parties in the states (or other
         jurisdictions) in which the chief executive office of each such Loan
         Party is located and in which such Loan Party is duly organized, and
         the other jurisdictions in which Uniform Commercial Code filings (or
         equivalent filings) are to be made pursuant to the preceding paragraph,
         together with copies of the financing statements (or similar documents)
         disclosed by such search, and accompanied by evidence satisfactory to
         the Collateral Agent that the Liens indicated in any such financing
         statement (or similar document) would be permitted under the Security
         Documents or have been released;

                  (l) (i) each of the Mortgages, in form and substance
         satisfactory to the Collateral Agent, shall have been duly executed,
         delivered and filed for record in the appropriate real property
         recording offices in order to create in favor of the Collateral Agent
         for the benefit of the Lenders a valid, legal and perfected first
         priority lien in the Collateral described therein and evidence thereof
         shall have been delivered to the Collateral Agent and the Mortgages
         shall be in full force and effect, (ii) the Collateral subject to such
         Mortgages shall not be subject to any Lien other than Liens expressly
         permitted under this Agreement or the Mortgages and (iii) the
         Collateral Agent shall have received the results of a search of the
         real property records of each jurisdiction in which such Mortgages are
         to be filed;

                  (m) receipt by the Collateral Agent of such existing surveys
         and appraisals and current environmental reports prepared within the 30
         day period prior to the Effective Date as the Collateral Agent may
         request with respect to the Collateral subject to the Mortgages and
         evidence as reflected on the existing surveys as to whether any such
         Collateral is within a "Special Flood Hazard Area" as determined by the
         Federal Emergency Management Agency;



                                      -51-
<PAGE>

                  (n) receipt by the Collateral Agent of appraisals, in form and
         substance satisfactory to the Collateral Agent, of the machinery and
         equipment of the Borrower and the Subsidiaries (other than Foreign
         Subsidiaries and Non-Operating Subsidiaries);

                  (o) receipt by the Collateral Agent with respect to all real
         property subject to the Mortgages: (i) appraisals from MAI appraisers,
         (ii) standard 1992 ALTA mortgagee title insurance policies (or "marked
         up" binders with respect thereto) in amounts and with such endorsements
         as the Collateral Agent may reasonably require, issued by companies
         acceptable to the Collateral Agent, insuring the Mortgages as a first
         lien on the Collateral subject thereto, subject only to the existence
         of Liens permitted under this Agreement or any other Loan Document and
         other exceptions acceptable to the Collateral Agent, (iii) surveys on
         all the real property that serves as Collateral dated within 30 days of
         the date provided to the Collateral Agent and (iv) such other
         documentation as the Collateral Agent may reasonably request.

                  (p) receipt by the Collateral Agent of hazard insurance
         policy(ies) (or certificates evidencing the same), including fire,
         vandalism and malicious mischief coverage (with extended coverage
         endorsement), in an amount sufficient to avoid co-insurance liability,
         equal to the total replacement value of the improvements comprising the
         Collateral and covering all tangible personal property of the Loan
         Parties, and liability insurance policy(ies) (or certificates
         evidencing the same) in amounts acceptable to the Collateral Agent, and
         in each case issued by company(ies) approved by the Collateral Agent
         and designating the Collateral Agent as loss payee and as additional
         insured, respectively, and containing provisions for written notice to
         the Collateral Agent at least (i) ten (10) days prior to cancellation
         for nonpayment of premium and (ii) thirty (30) days prior to any other
         cancellation, termination or modification thereof or of any coverage
         therein;

                  (q) receipt by the Administrative Agent and the Lenders of
         evidence satisfactory to the Administrative Agent and the Lenders that
         the Second Amended and Restated Receivables Purchase Agreement, dated
         as of November 20, 2002, among Cadmus Receivables Corp., as Seller,
         Cadmus Communications Corporation, as Master Servicer, Blue Ridge Asset
         Funding Corporation, as Purchaser and Wachovia Bank, National
         Association, as Administrative Agent and any notes or other documents
         related thereto, shall have been terminated and the Debt evidenced
         thereby repaid in full simultaneously with the effectiveness of this
         Agreement;

                  (r) the Administrative Agent and the Lenders shall have
         determined in their sole discretion that the Revolving Credit Loans,
         Swing Line Loans and all of the other Obligations constitute "Senior
         Debt" for all purposes of the Senior Subordinated Indenture and the
         Senior Subordinated Notes.

                  (s) the Administrative Agent and the Lenders shall have
         determined in their sole discretion that the Revolving Credit Loans,
         Swing Line Loans and all of the other Obligations shall constitute
         "Senior Debt" (or shall otherwise be senior in right and time of
         payment to Debt evidenced by the Mack/Seller Promissory Notes) for all
         purposes of the Mack/Seller Promissory Notes;



                                      -52-
<PAGE>

                  (t) [RESERVED];

                  (u) receipt by the Administrative Agent and the Lenders of
         evidence that all fees due and payable to the Administrative Agent and
         the Lenders on the Effective Date have been paid in full; and

                  (v) receipt by the Administrative Agent of such other
         documents or items as the Administrative Agent, the Lenders or their
         counsel may reasonably request.

                  Section 4.02. Conditions to All Borrowings. The obligation of
each Lender to make a Revolving Credit Loan on the occasion of each Revolving
Credit Borrowing (or the Swing Line Lender with regard to Swing Line Loans or
the Issuing Bank with regard to Letters of Credit) is subject to the
satisfaction of the following conditions:

                  (a) except as provided in Section 2.02(f): (i) receipt by the
         Administrative Agent of a Notice of Borrowing as required by Section
         2.02, in the case of a Revolving Credit Loan; (ii) compliance with the
         provisions of Section 2.14, in the case of a Swing Line Loan; or (iii)
         compliance with the provisions of Sections 3.02 and 3.03, in the case
         of a Letter of Credit;

                  (b) the fact that, immediately before and after such Revolving
         Credit Borrowing, Swing Line Borrowing or Letter of Credit is issued,
         as the case may be, no Default shall have occurred and be continuing;

                  (c) the fact that the representations and warranties of the
         Borrower contained in Article V of this Agreement shall be true on and
         as of the date of such Revolving Credit Borrowing, Swing Line Borrowing
         or Letter of Credit is issued, as the case may be;

                  (d) the fact that the representations and warranties of the
         Guarantors contained in the Guaranty and of each Loan Party contained
         in the Loan Documents shall be true on and as of the date of such
         Revolving Credit Borrowing, Swing Line Borrowing or Letter of Credit is
         issued, as the case may be; and

                  (e) the fact that, immediately after such Revolving Credit
         Borrowing, Swing Line Borrowing or Letter of Credit is issued, as the
         case may be, (i) the aggregate outstanding principal amount of the
         Revolving Credit Loans of each Lender and its pro rata share of Letter
         of Credit Obligations (together with, in the case of the Swing Line
         Lender, the aggregate outstanding amount of all Swing Line Loans) will
         not exceed the amount of its Revolving Credit Commitment, (ii) the
         aggregate outstanding principal amount of the Alternate Currency Loans
         of each Lender will not exceed the amount of its Alternate Currency
         Commitment, (iii) the aggregate principal amount of all Revolving
         Credit Loans and Swing Line Lines, together with the Letter of Credit
         Obligations, shall not exceed the aggregate amount of the Revolving
         Credit Commitments of all of the Lenders at such time and (iv) the
         aggregate principal amount of all Alternate Currency Loans shall not
         exceed the aggregate amount of the Alternate Currency Commitments of
         all of the Lenders at such time.

                                      -53-
<PAGE>

Each Revolving Credit Borrowing, Swing Line Borrowing and request for Letter of
Credit hereunder shall be deemed to be a representation and warranty by the
Borrower on the date of such Revolving Credit Borrowing, Swing Line Borrowing or
Letter of Credit request, as the case may be, as to the truth and accuracy of
the facts specified in clauses (b), (c), (d) and (e) of this Section.

                                   Article V

                         REPRESENTATIONS AND WARRANTIES

                  The Borrower represents and warrants that:

                  Section 5.01. Corporate Existence and Power. The Borrower is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation, is duly qualified to transact business
in every jurisdiction where, by the nature of its business, such qualification
is necessary, except where a failure to be so qualified would not have a
Material Adverse Effect and has all corporate powers and all governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted, except where a failure to have any such license,
authorization, consent or approval would not have a Material Adverse Effect.

                  Section 5.02. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Loan Parties of
this Agreement, the Notes and the other Loan Documents (i) are within the Loan
Parties' corporate powers, (ii) have been duly authorized by all necessary
corporate action, (iii) require no authorization, consent, approval of or action
by or in respect of, or filing (other than the Uniform Commercial Code and real
property filings required under this Agreement and the other Loan Documents)
with, any Governmental Authority, (iv) do not contravene, or constitute a
default under, any provision of applicable law or regulation or of the
certificate of incorporation or by-laws of any Loan Party or of any agreement,
judgment, injunction, order, decree or other instrument binding upon the
Borrower or any of its Subsidiaries, and (v) do not result in the creation or
imposition of any Lien on any asset of the Borrower or any of its Subsidiaries,
except in favor of the Collateral Agent, the Administrative Agent and the
Lenders as provided in the Loan Documents.

                  Section 5.03. Binding Effect. This Agreement constitutes a
valid and binding agreement of the Borrower enforceable in accordance with its
terms, and the Notes and the other Loan Documents, when executed and delivered
in accordance with this Agreement, will constitute valid and binding obligations
of each of the Loan Parties that are a party thereto enforceable in accordance
with their respective terms, provided that the enforceability hereof and thereof
is subject in each case to general principles of equity and to bankruptcy,
insolvency and similar laws affecting the enforcement of creditors' rights
generally.

                  Section 5.04. Financial Information.

                  (a) (1) The consolidated balance sheet of the Borrower and its
         Consolidated Subsidiaries as of June 30, 2003 and the related
         consolidated statements of income, shareholders' equity and cash flows
         for the Fiscal Year then ended, reported on by Ernst & Young LLP,
         copies of which have been delivered to each of the Lenders; and (2) and
         the unaudited consolidated financial statements of the Borrower and its


                                      -54-
<PAGE>

         Consolidated Subsidiaries for the Fiscal Quarter ended September 30,
         2003, copies of which have been delivered to each of the Lenders,
         fairly present, in conformity with GAAP, the consolidated financial
         position of the Borrower and its Consolidated Subsidiaries as of such
         dates and their consolidated results of operations and cash flows for
         such periods stated, except, in the case of the unaudited quarterly
         financial statements, for normal year-end adjustments and the addition
         of footnotes and there are no material liabilities (other than
         liabilities arising under this Agreement or the other Loan Documents)
         or unusual forward obligations that are not set forth therein.

                  (b) Except as reflected on Schedule 5.04(b), since June 30,
         2003 there has been no event, act, condition, circumstance or
         occurrence having, or that could reasonably be expected to have or
         cause, a Material Adverse Effect.

                  Section 5.05. Litigation. Except as disclosed in Schedule
5.05, there is no action, suit or proceeding pending, or to the knowledge of the
Borrower threatened, against or affecting the Borrower or any of its
Subsidiaries before any court or arbitrator or any Governmental Authority which
could have a Material Adverse Effect or which in any manner draws into question
the validity or enforceability of, or could materially impair the ability of any
Loan Party to perform its obligations under, this Agreement or any of the other
Loan Documents.

                  Section 5.06. Compliance with ERISA.

                  (a) The Borrower and each member of the Controlled Group have
         fulfilled their obligations under the minimum funding standards of
         ERISA and the Code with respect to each Plan and are in compliance in
         all material respects with the presently applicable provisions of ERISA
         and the Code, and have not incurred any unsatisfied liability to the
         PBGC or a Plan under Title IV of ERISA.

                  (b) Other than (i) Cadmus Journal Services, Inc.'s obligation
         to contribute for its employees who are Lancaster Typographical Union
         No. 70, Printing and Media Workers Sector, Communications Workers of
         America 14817 union members and (ii) Mack Printing Company's obligation
         to contribute for its employees who are Printers and Bindery Workers
         Union/C.W.A., Local #222, to the "CWA/ITU Negotiated Pension Plan",
         neither the Borrower nor any member of the Controlled Group is or
         within the prior 5 years has been obligated to contribute to any
         Multiemployer Plan. Neither the Borrower nor any member of the
         Controlled Group has incurred any withdrawal liability with respect to
         any Multiemployer Plan under Title IV of ERISA, and no such liability
         is expected to be incurred.

                  Section 5.07. Taxes. There have been filed on behalf of the
Borrower and its Subsidiaries all Federal, state and local income, excise,
property and other tax returns which are required to be filed by them and all
taxes due pursuant to such returns or pursuant to any assessment received by or
on behalf of the Borrower or any Subsidiary have been paid. The charges,
accruals and reserves on the books of the Borrower and its Subsidiaries in
respect of taxes or other governmental charges are, in the opinion of the


                                      -55-
<PAGE>

Borrower, adequate. United States income tax returns of the Borrower and its
Subsidiaries have been examined and closed through the Fiscal Year ended June
30, 2001.

                  Section 5.08. Subsidiaries. Each of the Borrower's
Subsidiaries (other than Non-Operating Subsidiaries) is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, is duly qualified to transact business in every
jurisdiction where, by the nature of its business, such qualification is
necessary, except where a failure to be in good standing or so qualified would
not have a Material Adverse Effect, and has all corporate powers and all
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted, except where a failure to have any such
license, authorization, consent or approval would not have a Material Adverse
Effect. As of the Effective Date, the Borrower has no Subsidiaries except those
Subsidiaries listed on Schedule 5.08. Each Compliance Certificate delivered by
the Borrower pursuant to Section 6.01(c) sets forth the complete name and
jurisdiction of the incorporation of each Subsidiary of the Borrower created,
formed or acquired during the time period covered by the financial statements
applicable to such Compliance Certificate, and indicates if such Subsidiary is a
Significant Subsidiary, Foreign Subsidiary and/or Non-Operating Subsidiary.
Schedule 5.08 and such Compliance Certificates accurately set forth each such
Subsidiary's complete name and jurisdiction of incorporation. Each Foreign
Subsidiary, each Non-Operating Subsidiary and each Significant Subsidiary
indicated in such Compliance Certificate complies with the definition of Foreign
Subsidiary, Non-Operating Subsidiary and/or Significant Subsidiary, as the case
may be.

                  Section 5.09. Not an Investment Company. Neither the Borrower
nor any of its Subsidiaries is an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

                  Section 5.10. Public Utility Holding Company Act. Neither the
Borrower nor any of its Subsidiaries is a "holding company", or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company", as such terms are defined in the
Public Utility Holding Company Act of 1935, as amended.

                  Section 5.11. Ownership of Property; Liens; Collateral, Etc.

                  (a) Each of the Borrower and its Consolidated Subsidiaries has
         title to its Properties and other assets (tangible and intangible)
         sufficient for the conduct of its business, and none of such Properties
         or other assets is subject to any Lien except for Liens permitted by
         this Agreement, the Mortgages, the Borrower Security Agreement or the
         Subsidiary Security Agreement.

                  (b) Part A of Schedule 5.11 contains a complete and accurate
         list as of the Effective Date of the location, by state, county and
         street address, of (i) all real property in which the Borrower or any
         Subsidiary has any interest as owner and (ii) each other location where
         any of the Collateral is located or where any records relating to the
         Collateral are kept, if any. To the extent such real property will be a
         part of the Collateral, the Mortgage applicable to such real property,
         the recording office in which such Mortgage will be filed and the
         record owner of such real property are also listed on Part A of
         Schedule 5.11. The Loan Parties are the record and beneficial owners of
         all of the presently existing Collateral covered by the Security
         Documents, in each case free and clear of all Liens, except for Liens
         created or permitted by the Loan Documents. The Borrower and its


                                      -56-
<PAGE>

         Subsidiaries have good, marketable and insurable fee simple title in
         all real property listed on Part A of Schedule 5.11, free and clear of
         all Liens, except for Liens created or permitted by the Loan Documents.
         The Loan Parties are in possession of all real property constituting
         part of the Collateral and no default by the Loan Parties exists and,
         as of the Effective Date, the Loan Parties do not have any knowledge of
         any other default under any agreement relating to any real property
         constituting part of the Collateral, to the extent that any such
         default would result in loss of possession, the imposition of any Lien
         (other than Liens created or permitted by the Loan Documents) or loss
         of any ownership interest in any such real property; and no Lien exists
         on or with respect to the interest of the Loan Parties in any such real
         property, other than Liens created or permitted by the Loan Documents.
         Each party other than the Loan Parties in possession of any part of the
         real property which is a part of the Collateral as of the Effective
         Date is listed on Part A of Schedule 5.11, together with the terms of
         such possession (i.e., lease or other agreement, monthly payment and
         term of agreement).

                  (c) Each of the Borrower and its Subsidiaries owns, or is
         licensed to use, all trademarks, tradenames, copyrights, patents and
         other intellectual property material to its business, and the use
         thereof by the Borrower and its Subsidiaries does not infringe upon the
         rights of another Person, except for any such infringements that,
         individually or in the aggregate, could not reasonably be expected to
         result in a Material Adverse Effect.

                  (d) Part B of Schedule 5.11 contains a complete and accurate
         list of each credit agreement, loan agreement, indenture, purchase
         agreement, guarantee, letter of credit or other arrangement providing
         for or otherwise relating to any Debt or extension of credit (or
         commitment for any extension of credit) to, or guaranteed by, the
         Borrower or any of its Subsidiaries outstanding on the date hereof the
         aggregate principal or face amount of which equals or exceeds (or may
         equal or exceed) $100,000, and the aggregate principal or face amount
         outstanding or that may become outstanding under each such arrangement
         is correctly described on Part B of Schedule 5.11.

                  Section 5.12. No Default. Neither the Borrower nor any of its
Consolidated Subsidiaries is in default under or with respect to any agreement,
instrument or undertaking to which it is a party or by which it or any of its
property is bound which could have or cause a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

                  Section 5.13. Full Disclosure. All information heretofore
furnished by the Borrower to the Administrative Agent or any Lender for purposes
of or in connection with this Agreement or any transaction contemplated hereby
is, and all such information hereafter furnished by the Borrower to the
Administrative Agent or any Lender will be, true, accurate and complete in every
material respect or based on reasonable estimates on the date as of which such
information is stated or certified. The Borrower has disclosed to the Lenders in
writing any and all facts which could have or cause a Material Adverse Effect.

                                      -57-
<PAGE>

                  Section 5.14. Environmental Matters.

                  (a) Neither the Borrower nor any Subsidiary is subject to any
         Environmental Liability which is reasonably likely to have a Material
         Adverse Effect and, except as disclosed on Schedule 5.14, neither the
         Borrower nor any Subsidiary has been designated as a potentially
         responsible party under CERCLA or under any state statute similar to
         CERCLA. None of the Properties has been identified on any current or
         proposed (i) National Priorities List under 40 C.F.R. ss. 300, (ii)
         CERCLIS list or (iii) any list arising from a state statute similar to
         CERCLA.

                  (b) Except as disclosed on Schedule 5.14, no Hazardous
         Materials have been or are being used, produced, manufactured,
         processed, treated, recycled, generated, stored, disposed of, managed
         or otherwise handled at, or shipped or transported to or from the
         Properties or are otherwise present at, on, in or under the Properties,
         or, to the best of the knowledge of the Borrower, at or from any
         adjacent site or facility, except for Hazardous Materials, such as
         inks, other chemicals used in printing operations, cleaning solvents,
         pesticides and other materials used, produced, manufactured, processed,
         treated, recycled, generated, stored, disposed of, and managed or
         otherwise handled in the ordinary course of business in compliance with
         all applicable Environmental Requirements.

                  (c) The Borrower, and each of its Subsidiaries and Affiliates,
         has procured all Environmental Authorizations necessary for the conduct
         of its business, and is in compliance with all Environmental
         Requirements in connection with the operation of the Properties and the
         Borrower's, and each of its Subsidiary's and Affiliate's, respective
         businesses, except where a failure to procure an Environmental
         Authorization or a failure to comply with an Environmental Requirement
         would not, singly or in the aggregate, have a Material Adverse Effect.

                  Section 5.15. Compliance with Laws. The Borrower and each
Subsidiary is in compliance with all applicable laws, including, without
limitation, all Environmental Laws, except where any failure to comply with any
such laws would not, alone or in the aggregate, have a Material Adverse Effect.

                  Section 5.16. Capital Stock. All Capital Stock, debentures,
bonds, notes and all other securities of the Borrower and its Subsidiaries
presently issued and outstanding are validly and properly issued in accordance
with all applicable laws, including, but not limited to, the "Blue Sky" laws of
all applicable states and the federal securities laws. The issued shares of
Capital Stock of the Borrower's Wholly Owned Subsidiaries are owned by the
Borrower, directly or indirectly, free and clear of any Lien or adverse claim,
except for the Liens provided in the Pledge Agreement. At least a majority of
the issued shares of capital stock of each of the Borrower's other Subsidiaries
(other than Wholly Owned Subsidiaries) is owned by the Borrower, directly or
indirectly, free and clear of any Lien or adverse claim, except for the Liens
provided in the Pledge Agreement.

                  Section 5.17. Margin Stock. Neither the Borrower nor any of
its Subsidiaries is engaged principally, or as one of its important activities,
in the business of purchasing or carrying any Margin Stock, and no part of the
proceeds of any Swing Line Loan or Revolving Credit Loan will be used to


                                      -58-
<PAGE>

purchase or carry any Margin Stock or to extend credit to others for the purpose
of purchasing or carrying any Margin Stock, or be used for any purpose which
violates, or which is inconsistent with, the provisions of Regulations T, U or X
of the Board of Governors of the Federal Reserve System.

                  Section 5.18. Insolvency. After giving effect to the execution
and delivery of the Loan Documents and the making of the Swing Line Loans and
Revolving Credit Loans under this Agreement, neither the Borrower nor any
Guarantor will be "insolvent," within the meaning of such term as defined in ss.
101 of Title 11 of the United States Code or Section 2 of the Uniform Fraudulent
Transfer Act, or any other applicable state law pertaining to fraudulent
transfers, as each may be amended from time to time, or be unable to pay its
debts generally as such debts become due, or have an unreasonably small capital
to engage in any business or transaction, whether current or contemplated.

                  Section 5.19. Subordinated Debt Documents and Seller
Securities.

                  (a) No default or event of default exists under any of the
         Subordinated Debt Documents or will exist after giving effect to the
         making of any Revolving Credit Loan or Swing Line Loan or the issuance
         of any Letter of Credit under this Agreement. No Subordinated Debt
         Document has been amended or modified, and no provisions thereof have
         been waived (except as permitted by this Agreement). All Obligations of
         the Loan Parties under this Agreement and the other Loan Documents are
         "Senior Debt" within the meaning of, and are entitled to the benefits
         of, the subordination provisions contained in the Subordinated Debt
         Documents.

                  (b) No default or event of default exists under the
         Mack/Seller Promissory Notes or the Seller Securities or will exist
         after giving effect to the making of any Revolving Credit Loan or Swing
         Line Loan or the issuance of any Letter of Credit under this Agreement.
         Neither the Seller Securities, the Mack/Seller Promissory Notes nor any
         instrument, agreement or other document executed or delivered pursuant
         thereto or in connection therewith has been amended or modified and no
         provisions thereof have been waived (except as permitted by this
         Agreement). All Obligations of the Loan Parties under this Agreement
         and the other Loan Documents are "Senior Debt" within the meaning of,
         and are entitled to the benefits of, the subordination provisions
         contained in the Mack/Seller Promissory Notes or in any instrument,
         agreement or other document executed or delivered pursuant thereto or
         in connection therewith or are otherwise senior and superior in right
         and time of payment to any Debt under the Mack/Seller Promissory Notes
         or any instrument, agreement or other document executed pursuant
         thereto or in connection therewith.



                                      -59-
<PAGE>

                                   Article VI

                                    COVENANTS

                  The Borrower agrees that, so long as any Lender has any
Revolving Credit Commitment, any Letter of Credit remains outstanding, or any
Reimbursement Obligation or any amount payable under any Note remains unpaid:

                  Section 6.01. Information. The Borrower will deliver to each
of the Lenders:

                  (a) as soon as available and in any event within 90 days after
         the end of each Fiscal Year, a consolidated and consolidating balance
         sheet of the Borrower and its Consolidated Subsidiaries as of the end
         of such Fiscal Year, the related consolidated and consolidating
         statements of income and shareholders' equity and the related
         consolidated statement of cash flows for such Fiscal Year, setting
         forth in each case in comparative form the figures for the previous
         fiscal year, all certified by Ernst & Young LLP or other independent
         public accountants of nationally recognized standing, with such
         certification to be free of exceptions and qualifications not
         acceptable to the Administrative Agent;

                  (b) as soon as available and in any event within 45 days after
         the end of each of the first 3 Fiscal Quarters of each Fiscal Year, a
         consolidated and consolidating balance sheet of the Borrower and its
         Consolidated Subsidiaries as of the end of such Fiscal Quarter, the
         related consolidated and consolidating statement of income and the
         related consolidated statement of cash flows for such Fiscal Quarter
         and for the portion of the Fiscal Year ended at the end of such Fiscal
         Quarter, setting forth in each case in comparative form the figures for
         the corresponding Fiscal Quarter and the corresponding portion of the
         previous Fiscal Year, all certified (subject to normal year-end
         adjustments) as to fairness of presentation, GAAP and consistency by
         the chief financial officer, the chief accounting officer or the
         treasurer of the Borrower;

                  (c) simultaneously with the delivery of each set of financial
         statements referred to in clauses (a) and (b) above, a certificate,
         substantially in the form of Exhibit G (a "Compliance Certificate"), of
         the chief financial officer, the chief accounting officer or the
         treasurer of the Borrower (i) setting forth in reasonable detail the
         calculations required to establish whether the Borrower was in
         compliance with the requirements of Sections 6.03 through 6.10,
         inclusive, 6.13, 6.23, 6.24, 6.25, 6.26, 6.28 and 6.29 on the date of
         such financial statements; (ii) identifying the complete name and
         jurisdiction of incorporation of each Subsidiary of the Borrower
         created, formed or acquired during the time period covered by such
         financial statements; (iii) identifying any change of status occurring
         during the time period covered by such financial statements with regard
         to the Non-Operating Subsidiaries, and setting forth the calculations,
         financial information and other data supporting such determination; and
         (iv) stating whether any Default exists on the date of such certificate
         and, if any Default then exists, setting forth the details thereof and
         the action which the Borrower is taking or proposes to take with
         respect thereto;

                                      -60-
<PAGE>

                  (d) simultaneously with the delivery of each set of annual
         financial statements referred to in clause (a) above, a statement of
         the firm of independent public accountants which reported on such
         statements to the effect that nothing has come to their attention to
         cause them to believe that any Default existed on the date of such
         financial statements;

                  (e) within five (5) Domestic Business Days after the Borrower
         becomes aware of the occurrence of any Default, a certificate of the
         chief financial officer, the chief accounting officer or the treasurer
         of the Borrower setting forth the details thereof and the action which
         the Borrower is taking or proposes to take with respect thereto;

                  (f) promptly upon the mailing thereof to the shareholders of
         the Borrower generally, copies of all financial statements, reports and
         proxy statements so mailed;

                  (g) promptly upon the filing thereof, copies of all
         registration statements (other than the exhibits thereto and any
         registration statements on Form S-8 or its equivalent) and annual,
         quarterly or monthly reports (other than reports on Forms 3, 4 or 5)
         which the Borrower shall have filed with the Securities and Exchange
         Commission;

                  (h) if and when the Borrower or any member of the Controlled
         Group (i) gives or is required to give notice to the PBGC of any
         "reportable event" (as defined in Section 4043 of ERISA) with respect
         to any Plan which might constitute grounds for a termination of such
         Plan under Title IV of ERISA, or knows that the plan administrator of
         any Plan has given or is required to give notice of any such reportable
         event, a copy of the notice of such reportable event given or required
         to be given to the PBGC; (ii) receives notice of complete or partial
         withdrawal liability under Title IV of ERISA, a copy of such notice; or
         (iii) receives notice from the PBGC under Title IV of ERISA of an
         intent to terminate or appoint a trustee to administer any Plan, a copy
         of such notice;

                  (i) promptly after the Borrower knows of the commencement
         thereof, notice of any litigation, dispute or proceeding involving a
         claim against the Borrower and/or any Subsidiary for $5,000,000 or more
         in excess of amounts covered in full by applicable insurance;

                  (j) promptly after the furnishing thereof, copies of any
         statement, notice or report furnished by any party pursuant to the
         terms of the Subordinated Debt Documents or the Mack/Seller Promissory
         Notes and not otherwise required to be furnished to the Lenders
         pursuant to any clause of this Section;

                  (k) not later than 30 Business Days after the end of each
         Fiscal Year, preliminary operating budget, balance sheet and cash flow
         projections for the next succeeding Fiscal Year, prepared on a
         quarterly basis and approved by the Planning and Risk Management
         Committee of the Borrower, or any other committee of the Board of
         Directors of the Borrower succeeding to its duties to review and
         approve such preliminary operating budget, balance sheet and cash flow
         projections, and thereafter, within fifteen (15) Business Days of
         completion and approval by the Board of Directors, the final operating
         budget, balance sheet and cash flow projections for the next succeeding
         Fiscal Year; and

                                      -61-
<PAGE>

                  (l) from time to time such additional information regarding
         the financial position or business of the Borrower and its Subsidiaries
         as the Administrative Agent or any Lender may reasonably request.

                  Section 6.02. Inspection of Property, Books and Records. The
Borrower will (i) keep, and will cause each Subsidiary to keep, proper books of
record and account in which full, true and correct entries in conformity with
GAAP shall be made of all dealings and transactions in relation to its business
and activities; and (ii) permit, and will cause each Subsidiary to permit,
representatives of the Administrative Agent and any Lender at the Administrative
Agent's or such Lender's expense prior to the occurrence of an Event of Default
and at the Borrower's expense after the occurrence of an Event of Default to
visit and inspect any of their respective properties, to examine and make
abstracts from any of their respective books and records and to discuss their
respective affairs, finances and accounts with their respective officers,
employees and independent public accountants. The Borrower agrees to cooperate
and assist in such visits and inspections, in each case at such reasonable times
and as often as may reasonably be desired; provided the Borrower receives
reasonable prior notice of such visit or inspection.

                  Section 6.03. Maximum Total Leverage Ratio. The Borrower shall
not suffer or permit the Total Leverage Ratio at any time during each period set
forth in the chart below to exceed the applicable ratio set forth opposite such
period.

              Fiscal Quarter Ending
                During the Period:                    Total Leverage Ratio:
                ------------------                    ---------------------
         Effective Date through 12/30/04                   4.00 to 1.00
         12/31/04 through 06/29/06                         3.75 to 1.00
         06/30/06 and thereafter                           3.50 to 1.00

                  Section 6.04. Maximum Senior Leverage Ratio. The Borrower
shall not suffer or permit the Senior Leverage Ratio at any time during each
period set forth in the chart below to exceed the applicable ratio set forth
opposite such period.



<PAGE>



                 Fiscal Quarter Ending
                  During the Period:                Senior Leverage Ratio:
                  ------------------                ----------------------
         Effective Date through 12/30/04                   1.75 to 1.00
         12/31/04 through 06/29/06                         1.50 to 1.00
         06/30/06 and thereafter                           1.25 to 1.00

                  Section 6.05. Minimum Consolidated Net Worth. Consolidated Net
Worth will at no time be less than the amount determined by the following
computation: (1) 80% of Consolidated Net Worth, determined as of September 30,
2003 (such 80% of Consolidated Net Worth being equal to $27,412,800); plus (2)
the sum of (i) 50% of the cumulative Net Proceeds of Capital Stock received
during any period after the Effective Date, calculated quarterly, and (ii) 50%
of the cumulative Reported Net Income of the Borrower and its Consolidated


                                      -62-
<PAGE>

Subsidiaries during any period after September 30, 2003 (taken as one accounting
period). For purposes of this Section 6.05, Consolidated Net Worth shall be
calculated without giving effect to any non-cash adjustments to Consolidated Net
Worth arising solely from fluctuations in foreign currency values.

                  Section 6.06. Fixed Charge Coverage. As of the last day of any
Fiscal Quarter ending during each period set forth in the chart below, the
Borrower shall not suffer or permit the Fixed Charge Coverage Ratio to be less
than the applicable ratio set forth opposite such period.

         Fiscal Quarter Ending
           During the Period:                 Fixed Charge Coverage Ratio:
           ------------------                 ----------------------------
   Effective Date through 12/30/04                      1.10 to 1.00
   12/31/04 through 06/29/06                            1.15 to 1.00
   06/30/06 and thereafter                              1.20 to 1.00

                  Section 6.07. Loans or Advances. Neither the Borrower nor any
of its Subsidiaries shall make loans or advances to any Person except: (i) loans
or advances to employees made in the ordinary course of business and
consistently with practices existing on June 30, 2003, in an aggregate
outstanding principal amount that does not exceed at any time 1/2 of 1% of
Consolidated Total Assets; (ii) deposits required by government agencies or
public utilities; (iii) loans or advances to Subsidiaries (other than Foreign
Subsidiaries and Non-Operating Subsidiaries); (iv) subject to Section 6.23(e),
loans or advances to Foreign Subsidiaries in an aggregate principal amount not
to exceed $25,000,000; and (v) loans or advances to Persons not permitted under
clauses (i), (ii), (iii) or (iv) of this Section if immediately after giving
effect to such loans or advances not permitted under clauses (i), (ii), (iii) or
(iv) of this Section, the aggregate amount of all such loans or advances made
pursuant to this Section 6.07(v) does not exceed $3,000,000; provided, that
after giving effect to the making of any loans, advances or deposits permitted
by clause (i), (ii), (iii), (iv) or (v) of this Section, no Default shall have
occurred and be continuing.

                  Section 6.08. Investments. Neither the Borrower nor any of its
Subsidiaries shall make Investments in any Person except as permitted by Section
6.07 and except Investments (i) in Guarantors, (ii) in direct obligations of the
United States Government maturing within one year, (iii) in certificates of
deposit issued by a commercial Lender whose long term certificates of deposit
are rated at least A or the equivalent thereof by S&P or A2 or the equivalent
thereof by Moody's, (iv) in commercial paper rated A-1 or the equivalent thereof
by S&P or P-1 or the equivalent thereof by Moody's and in either case maturing
within 6 months after the date of acquisition; (v) in tender bonds the payment
of the principal of and interest on which is fully supported by a letter of
credit issued by a United States bank whose long-term certificates of deposit
are rated at least AA or the equivalent thereof by S&P and AA or the equivalent


                                      -63-
<PAGE>

thereof by Moody's; (vi) constituting Permitted Acquisitions; and/or (vii) not
permitted under Sections 6.08(i) through (vi) if immediately after giving effect
to such Investments not permitted under Sections 6.08(i) through (vi), the
aggregate amount of all such Investments made pursuant to this Section 6.08(vii)
does not exceed $10,000,000.

                  Section 6.09. Negative Pledge. Neither the Borrower nor any
Consolidated Subsidiary will create, assume or suffer to exist any Lien on any
asset now owned or hereafter acquired by it, except Permitted Liens.

                  Section 6.10. Limitation on Senior Debt. The Borrower shall
not, nor shall it permit any Subsidiary to, incur, create, issue, assume or
permit to exist any Consolidated Senior Debt other than (a) Consolidated Senior
Debt reflected on the financial statements referred to in Section 5.04(a) for
the Fiscal Quarter ended September 30, 2003 and any and all extensions and
renewals of such Consolidated Senior Debt so long as the principal amount
thereof is not increased; (b) Consolidated Senior Debt set forth on Schedule
6.10 hereto and any and all extensions and renewals of such Consolidated Senior
Debt so long as the principal amount thereof is not increased; (c) Consolidated
Senior Debt arising under letters of credit in a maximum aggregate face amount
of $5,000,000, at any time outstanding, which letters of credit secure the
potential obligations and liabilities of the Borrower and its Subsidiaries in
connection with workers compensation claims; (d) Consolidated Senior Debt
arising under letters of credit in a maximum aggregate face amount of
$5,000,000, at any time outstanding, which letters of credit secure the
potential obligations and liabilities of the Borrower and its Subsidiaries in
connection with the purchase of production equipment during the manufacture and
delivery of such equipment; (e) Consolidated Senior Debt in a maximum amount of
$5,000,000, at any time outstanding, arising under capital leases; and (f)
Consolidated Senior Debt in a maximum aggregate amount of $2,500,000, at any
time outstanding, incurred by Foreign Subsidiaries in the local currency of such
Foreign Subsidiaries.

                  Section 6.11. Maintenance of Existence. The Borrower shall,
and shall cause each Significant Subsidiary to, except as permitted by Section
6.13, maintain its corporate existence and carry on its business in
substantially the same manner and in substantially the same fields, and in
fields reasonably related to, as such business is now carried on and maintained.

                  Section 6.12. Dissolution.

                  (a) Neither the Borrower nor any of its Significant
         Subsidiaries shall suffer or permit dissolution or liquidation either
         in whole or in part except through corporate reorganization to the
         extent permitted by Section 6.13.

                  (b) Neither the Borrower nor any of its Subsidiaries (other
         than Non-Operating Subsidiaries) shall (i) redeem or retire any shares
         of any Wholly Owned Subsidiary if (1) the declaration or making of such
         redemption or retirement of shares is prohibited under the terms of any
         Subordinated Debt Document, or (2) after giving effect to the payment
         for such redemption or retirement of shares, a Default or Event of
         Default shall occur; or (ii) redeem or retire any stock of any
         Subsidiary which is not a Wholly Owned Subsidiary if (1) the
         declaration or making of such redemption or retirement of shares is
         prohibited under the terms of any Subordinated Debt Document, (2) after
         giving effect to the payment for such redemption or retirement of
         shares, a Default or Event of Default shall occur, or (3) the Total
         Leverage Ratio is greater than 3.0 to 1.0.

                                      -64-
<PAGE>

                  Section 6.13. Consolidations, Mergers and Sales of Assets. The
Borrower will not, nor will it permit any Subsidiary (other than Non-Operating
Subsidiaries) to, consolidate or merge with or into, or sell, lease or otherwise
transfer all or any substantial part of its assets to, any other Person, or
discontinue or eliminate any business line or segment, provided that (a) the
Borrower or a Subsidiary may merge with another Person if (i) such Person was
organized under the laws of the United States of America or one of its states,
(ii) the Borrower or the Subsidiary, as the case may be, is the corporation
surviving such merger and (iii) immediately preceding and after giving effect to
such merger, no Default shall have occurred and be continuing, (b) Subsidiaries
of the Borrower may merge with the Borrower or one another, provided the
conditions set forth in Section 6.13(a)(i) and (iii) are satisfied, and in the
case of a merger with the Borrower, the Borrower is the corporation surviving
such merger, and (c) the foregoing limitation on the sale, lease or other
transfer of assets (including, without limitation, the sale or transfer of a
Subsidiary) and on the discontinuation or elimination of a business line or
segment shall not prohibit, during any Fiscal Quarter, a sale or transfer of
assets (including, without limitation, the sale or transfer of a Subsidiary) or
the discontinuance or elimination of a business line or segment (in a single
transaction or in a series of related transactions) unless the aggregate assets
to be so sold or transferred or utilized in a business line or segment to be so
discontinued, when combined with all other assets sold or transferred, and all
other assets utilized in all other business lines or segments discontinued,
during such Fiscal Quarter and the immediately preceding three Fiscal Quarters
either (x) contributed more than 5% of Consolidated EBITDA during the 4
consecutive Fiscal Quarters immediately preceding such Fiscal Quarter, or (y)
constituted more than 5% of Consolidated Total Assets at the end of such Fiscal
Quarter.

                  Section 6.14. Use of Proceeds.

                  (a) No portion of the proceeds of the Swing Line Loans and
         Revolving Credit Loans will be used by the Borrower or any Subsidiary
         (i) in connection with, either directly or indirectly, any tender offer
         for, or other acquisition of, stock of any corporation with a view
         towards obtaining control of such other corporation (other than in
         connection with an acquisition that constitutes a Permitted
         Acquisition), (ii) directly or indirectly, for the purpose, whether
         immediate, incidental or ultimate, of purchasing or carrying any Margin
         Stock, or (iii) for any purpose in violation of any applicable law or
         regulation. If requested at any time by any Lender, the Borrower will
         furnish to the Administrative Agent and each such Lender a statement in
         conformity with the requirements of FR Form U-1 referred to in
         Regulation U of the Board of Governors of the Federal Reserve System of
         the United States as now and from time to time hereafter in effect.

                  (b) The proceeds of the Swing Line Loans and Revolving Credit
         Loans shall be used exclusively by the Borrower (i) to refinance
         existing indebtedness and to terminate the securitization financing
         programs of the Borrower; (ii) to finance Permitted Acquisitions and
         Restricted Payments made pursuant to Section 6.29, or (iii) for working
         capital and general corporate purposes.

                                      -65-
<PAGE>

                  Section 6.15. Compliance with Laws; Payment of Taxes;
Compliance with Multiemployer Plans.

                  (a) The Borrower will, and will cause each of its Subsidiaries
         and each member of the Controlled Group to, comply in all material
         respects with applicable laws (including but not limited to ERISA),
         regulations and similar requirements of governmental authorities
         (including but not limited to PBGC), except where the necessity of such
         compliance is being contested in good faith through appropriate
         proceedings diligently pursued. The Borrower will, and will cause each
         of its Subsidiaries to, pay promptly when due all taxes, assessments,
         governmental charges, claims for labor, supplies, rent and other
         obligations which, if unpaid, might become a lien against the property
         of the Borrower or any Subsidiary, except liabilities being contested
         in good faith by appropriate proceedings diligently pursued and against
         which, if requested by the Administrative Agent, the Borrower shall
         have set up reserves in accordance with GAAP.

                  (b) The Borrower shall not permit the aggregate complete or
         partial withdrawal liability under Title IV of ERISA with respect to
         Multiemployer Plans incurred by the Borrower and members of the
         Controlled Group to exceed $2,000,000 at any time. For purposes of this
         Section 6.15(b), the amount of withdrawal liability of the Borrower and
         members of the Controlled Group at any date shall be the aggregate
         present value of the amount claimed to have been incurred less any
         portion thereof which the Borrower and members of the Controlled Group
         have paid or as to which the Borrower reasonably believes, after
         appropriate consideration of possible adjustments arising under
         Sections 4219 and 4221 of ERISA, it and members of the Controlled Group
         will have no liability, provided that the Borrower shall obtain prompt
         written advice from independent actuarial consultants supporting such
         determination.

                  Section 6.16. Insurance.

                  (a) In addition to the insurance required by the Security
         Documents, the Borrower will, and will cause each of its Subsidiaries
         to, keep its insurable properties adequately insured at all times by
         financially sound and reputable insurers; maintain such other
         insurance, to such extent and against such risks, including fire and
         other risks insured against by extended coverage, as is customary with
         companies in the same or similar businesses operating in the same or
         similar locations, including public liability insurance against claims
         for personal injury or death or property damage occurring upon, in,
         about or in connection with the use of any properties owned, occupied
         or controlled by it; and maintain such other insurance as may be
         required by law.

                  (b) The Borrower will, and will cause each of its Subsidiaries
         to, cause all such policies to be endorsed or otherwise amended to
         include a "standard" lender's loss payable endorsement, in form and
         substance reasonably satisfactory to the Administrative Agent and the
         Collateral Agent, which endorsement shall provide that, from and after
         the Effective Date, if the insurance carrier shall have received
         written notice from the Administrative Agent or the Collateral Agent of
         the occurrence of an Event of Default, the insurance carrier shall pay
         all proceeds otherwise payable to the Borrower or the other Loan
         Parties under such policies directly to the Collateral Agent; cause all
         such policies to provide that neither the Borrower, the Administrative
         Agent, the Collateral Agent nor any other party shall be a coinsurer
         thereunder and to contain a "Replacement Cost Endorsement" without any
         deduction for depreciation, and such other provisions as the
         Administrative Agent or the Collateral Agent may reasonably require


                                      -66-
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         from time to time to protect their interests; deliver original or
         certified copies (or certificates evidencing the same) of all such
         policies to the Collateral Agent; cause each such policy to provide
         that it shall not be canceled, modified or not renewed (i) by reason or
         nonpayment of premium upon not less than 10 days' prior written notice
         thereof by the insurer to the Administrative Agent and the Collateral
         Agent giving the Administrative Agent and the Collateral Agent the
         right to cure defaults in the payment of premiums or (ii) for any other
         reason upon not less than 30 days' prior written notice thereof by the
         insurer to the Administrative Agent and the Collateral Agent; deliver
         to the Administrative Agent and the Collateral Agent, prior to the
         cancellation, modification or nonrenewal of any such policy of
         insurance, a copy of a renewal or replacement policy (or other evidence
         of renewal of a policy previously delivered to the Administrative Agent
         and the Collateral Agent) together with evidence satisfactory to the
         Administrative Agent and the Collateral Agent of payment of the premium
         therefor.

                  (c) Notify the Administrative Agent and the Collateral Agent
         promptly whenever any separate insurance concurrent in form or
         contributing in the event of loss with that required to be maintained
         under this Section 6.16 or any of the Security Documents is taken out
         by the Borrower, and promptly deliver to the Administrative Agent and
         the Collateral Agent a duplicate original copy of such policy or
         policies.

                  (d) In connection with the covenants set forth in this Section
         6.16, it is understood and agreed that:

                  (i) none of the Administrative Agent, the Collateral Agent,
         the Lenders, or their respective agents or employees shall be liable
         for any loss or damage insured by the insurance policies required to be
         maintained under this Section 6.16, it being understood that (A) the
         Borrower and the other Loan Parties shall look solely to their
         insurance companies or any other parties other than the aforesaid
         parties for the recovery of such loss or damage and (B) such insurance
         companies shall have no rights of subrogation against the
         Administrative Agent, the Collateral Agent, the Lenders, or their
         agents or employees. If, however, the insurance policies do not provide
         waiver of subrogation rights against such parties, as required above,
         then the Borrower hereby agrees, to the extent permitted by law, to
         waive its right of recovery, if any, against the Administrative Agent,
         the Collateral Agent, the Lenders and their agents and employees; and

                  (ii) the designation of any form, type or amount of insurance
         coverage by the Administrative Agent, the Collateral Agent or the
         Lenders under this Section 6.16 shall in no event be deemed a
         representation, warranty or advice by the Administrative Agent, the
         Collateral Agent or the Lenders that such insurance is adequate for the
         purposes of the business of the Borrower and its Subsidiaries or the
         protection of their properties and the Administrative Agent, the
         Collateral Agent and the Lenders shall have the right from time to time
         to require the Borrower and the other Loan Parties to keep other


                                      -67-
<PAGE>

         insurance in such form and amounts the Administrative Agent, the
         Collateral Agent or the Lenders may reasonably request, provided that
         such insurance shall be obtainable on commercially reasonable terms.

                  Section 6.17. Change in Fiscal Year. The Borrower will not
change its Fiscal Year without the consent of the Administrative Agent.

                  Section 6.18. Maintenance of Property. The Borrower shall, and
shall cause each Subsidiary to, maintain all of its properties and assets
material to its business in good condition, repair and working order, ordinary
wear and tear excepted.

                  Section 6.19. Environmental Notices. The Borrower shall
furnish to the Lenders and the Administrative Agent prompt written notice of all
Environmental Liabilities, pending, threatened or anticipated Environmental
Proceedings, Environmental Notices, Environmental Judgments and Orders, and
Environmental Releases at, on, in, under or in any way affecting the Properties
or any adjacent property, and all facts, events, or conditions that could lead
to any of the foregoing. The Borrower and its Subsidiaries shall give
Administrative Agent and the Collateral Agent prompt written notice if the
Borrower or any of its Subsidiaries receives any notice with regard to Hazardous
Materials on, from or affecting the Properties in violation of any Environmental
Laws and shall conduct and complete all investigations and all cleanup actions
necessary to remove such Hazardous Materials from the Properties to the extent
required by Environmental Laws.

                  Section 6.20. Environmental Matters. The Borrower and its
Subsidiaries will not, and will not permit any Third Party to, use, produce,
manufacture, process, treat, recycle, generate, store, install, place upon,
dispose of, manage at, or otherwise handle or ship or transport to or from the
Properties any Hazardous Materials except for: (1) Hazardous Materials such as
inks, other chemicals used in printing operations, cleaning solvents, pesticides
and other similar materials used, produced, manufactured, processed, treated,
recycled, generated, stored, installed, placed upon, disposed, managed or
otherwise handled in the ordinary course of business in compliance with all
applicable Environmental Requirements; and (2) the trichloroethylene that
continues to be recovered with ground water from the property commonly known as
3575 Hempland Road, Lancaster, Pennsylvania, as described on Schedule 5.14. The
Borrower and its Subsidiaries shall cause the Properties to comply with
Environmental Laws in all material respects and be free and clear of any Liens
imposed pursuant to Environmental Laws.

                  Section 6.21. Environmental Release. The Borrower agrees that
upon the occurrence of an Environmental Release at or on any of the Properties
it will act immediately to investigate the extent of, and to take appropriate
remedial action to eliminate, such Environmental Release, whether or not ordered
or otherwise directed to do so by any Environmental Authority.

                  Section 6.22. Transactions with Affiliates. Neither the
Borrower nor any of its Subsidiaries shall enter into, or be a party to, any
transaction with any Affiliate of the Borrower or such Subsidiary (which
Affiliate is not the Borrower or a Subsidiary, other than a Non-Operating
Subsidiary), except as permitted by law and in the ordinary course of business,


                                      -68-
<PAGE>

and pursuant to terms which are no less favorable to Borrower or such Subsidiary
than would be obtained in a comparable arm's length transaction with a Person
which is not an Affiliate.

                  Section 6.23. Subsidiaries.

                  (a) The Borrower shall cause any Person which becomes a
         Subsidiary (other than a Foreign Subsidiary or a Non-Operating
         Subsidiary), after the Effective Date to become a party to, and agree
         to be bound by the terms of, the Guaranty pursuant to an instrument in
         form and substance satisfactory to the Administrative Agent executed
         and delivered to the Collateral Agent within ten (10) Domestic Business
         Days after the day on which such Person became a Subsidiary. The
         Borrower shall also cause the items specified in Section 4.01(b) and
         (d) to be delivered to the Collateral Agent concurrently with the
         instrument referred to above, modified appropriately to refer to such
         instrument and such Subsidiary.

                  (b) The Borrower shall, or shall cause any Subsidiary (the
         "Pledgor Subsidiary") to, pledge 100% of the shares of capital stock
         owned by the Borrower or such Pledgor Subsidiary in any Person which
         becomes a Subsidiary (other than any Non-Operating Subsidiary) after
         the Effective Date pursuant to a pledge agreement in form and substance
         substantially identical to the Pledge Agreement by execution and
         delivery by the Borrower or such Pledgor Subsidiary to the Collateral
         Agent within (i) in the case of Domestic Subsidiaries, ten (10)
         Domestic Business Days and (ii) in the case of Foreign Subsidiaries,
         thirty (30) Domestic Business Days, after the day on which such Person
         became a Subsidiary and shall deliver to the Collateral Agent such
         shares of capital stock together with stock powers executed in blank.
         The Borrower shall also cause the items specified in Section 4.01(b)
         and (d) to be delivered to the Administrative Agent concurrently with
         the pledge agreement referred to above, modified appropriately to refer
         to such pledge agreement and such Subsidiary. Notwithstanding the
         foregoing, in the event that such Subsidiary is a Foreign Subsidiary,
         the Borrower or Pledgor Subsidiary, as the case may be, shall be
         required to pledge only 65% of the total capital stock outstanding of
         such Foreign Subsidiary.

                  (c) Once any Subsidiary becomes party to the Guaranty in
         accordance with Section 4.01(e) or Section 6.23(a) or any shares of
         capital stock of such Subsidiary are pledged to the Administrative
         Agent in accordance with Sections 4.01(g), Section 4.01(i) or Section
         6.23(b), such Subsidiary (including, without limitation, all
         Subsidiaries that are Loan Parties on the date hereof) thereafter shall
         remain a party to the Guaranty and the shares of capital stock in such
         Subsidiary (including, without limitation, all Subsidiaries that are
         Loan Parties on the date hereof) shall remain subject to the pledge to
         the Collateral Agent, as the case may be, unless, pursuant to Section
         10.05(b), the Administrative Agent receives written notice from the
         Borrower (with reasonably detailed representations) that such
         Subsidiary has become a Non-Operating Subsidiary, and subsequently
         releases such Non-Operating Subsidiary as a Guarantor and releases such
         Non-Operating Subsidiary's shares of capital stock to the relevant
         Pledgor Subsidiary.

                  (d) The Borrower will, and will cause the Subsidiaries to,
         execute any and all further documents, agreements and instruments, and
         take all further action that may be required under applicable law, or
         that the Administrative Agent or the Collateral Agent may reasonably
         request, in order to effectuate the transactions contemplated by the
         Loan Documents and in order to grant, preserve, protect and perfect the
         validity and first priority of the Security Documents (subject to the


                                      -69-
<PAGE>

         existence of Liens permitted under this Agreement or any other Loan
         Document). The Borrower will (i) cause any subsequently acquired or
         organized Subsidiary (other than a Foreign Subsidiary) to become a
         party to the Subsidiary Security Agreement in favor of the Collateral
         Agent and to enter into, if such Subsidiary owns any real property, a
         mortgage (or similar instrument) in substantially the form of the
         Mortgage, covering such real property, (ii) enter into, and cause each
         existing Subsidiary and Pledgor Subsidiary and such newly acquired or
         organized Subsidiary or Pledgor Subsidiary to enter into, the
         Indemnity, Subrogation and Contribution Agreement, and (iii) deliver,
         or cause to be delivered, to the Administrative Agent and the Lenders,
         the items specified in Sections 4.01(b) and (d), modified appropriately
         to refer to such Subsidiary Security Agreement, Mortgage and Indemnity,
         Subrogation and Contribution Agreement and such Subsidiary or Pledgor
         Subsidiary. In addition, from time to time, the Borrower will, at its
         cost and expense, promptly secure the Obligations by pledging or
         creating, or causing to be pledged or created, perfected Liens with
         respect to such of its assets and properties as the Administrative
         Agent or the Collateral Agent shall designate (it being understood that
         it is the intent of the parties hereto that the Obligations shall be
         secured, by among other things, substantially all of the assets of the
         Borrower and its Subsidiaries (including assets acquired subsequent to
         the Effective Date)). Such Liens will be created under the Security
         Documents and other security agreements and other instruments and
         documents in form and substance reasonably satisfactory to the
         Administrative Agent and the Collateral Agent, and the Borrower shall
         deliver or cause to be delivered to the Administrative Agent and the
         Collateral Agent all such instruments and documents (including legal
         opinions and lien searches) as the Administrative Agent and the
         Collateral Agent shall reasonably request to evidence compliance with
         this Section. The Borrower agrees to provide such evidence as the
         Administrative Agent and the Collateral Agent shall reasonably request
         as to the perfection and priority status of each such Lien.
         Notwithstanding the foregoing, this clause (d) shall not apply to any
         Non-Operating Subsidiary.

                  (e) Simultaneously with making any loan or advance pursuant to
         Section 6.07(iv), the Borrower shall (i) pledge the negotiable
         promissory note in the principal amount of any such loan or advance,
         or, if relevant, the Dollar Equivalent of such loan or advance,
         executed by the relevant Foreign Subsidiary in favor of the Borrower
         pursuant to a pledge agreement in form and substance substantially
         identical to the Pledge Agreement by execution and delivery by the
         Borrower to the Collateral Agent, and (ii) deliver to the Collateral
         Agent a blank and undated allonge for such negotiable promissory note
         executed by the Borrower and in form and substance satisfactory to the
         Collateral Agent.

                  Section 6.24. Acquisitions. The Borrower will not, nor will it
permit any Subsidiary to make any Acquisition other than a Permitted
Acquisition.

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<PAGE>

                  Section 6.25. Subordinated Debt, Subordinated Debt Documents
and Seller Securities.

                  (a) The Borrower shall not, and shall not permit any of its
         Subsidiaries to, redeem, purchase, discharge, pay, prepay or defease
         all or any portion of the principal or interest of the Subordinated
         Debt, prior to the indefeasible payment in full in cash of all
         Obligations, except that (i) the Borrower may pay interest on the
         Subordinated Debt in accordance with the provisions of the Subordinated
         Debt Documents as in effect and in accordance with the terms of the
         Subordinated Debt Documents, or as amended in accordance with the
         provisions of Section 6.25 so long as no Event of Default then exists;
         (ii) all or substantially all of the Senior Subordinated Notes may be
         refinanced in a single transaction or series of transactions, provided
         that such refinancing does not (A) increase the outstanding principal
         amount thereof, other than increases to the principal amount of the
         Subordinated Debt incurred due to the financing of any premiums related
         to such refinancing (rounded up to the nearest $5,000,000 increment),
         (B) provide for an earlier maturity date than the maturity date in
         effect on the date hereof, (C) increase the applicable interest rate in
         effect on the date hereof, or (D) provide for any other terms and
         conditions not favorable to the Lenders (as determined by the
         Administrative Agent in its sole discretion); and (iii) the Borrower
         may make principal payments on the Subordinated Debt subject to the
         limitations set forth in Section 6.29.

                  (b) The Borrower shall not take any action in violation of the
         provisions of the Subordinated Debt Documents pursuant to which the
         indebtedness, liabilities and obligations evidenced by the Subordinated
         Debt Documents are subordinated and made junior to the Revolving Credit
         Loans, Swing Line Loans and all of the other Obligations. The Borrower
         shall not permit any Subsidiary to take any action which shall result
         in violation of the provisions of the Subordinated Debt Documents
         pursuant to which the indebtedness, liabilities and obligations
         evidenced by the Subordinated Debt Documents are subordinated and made
         junior to the Revolving Credit Loans, Swing Line Loans and all of the
         other Obligations.

                  (c) The Borrower shall not, and shall not permit any of its
         Subsidiaries to, amend, alter or modify, or consent to or suffer any
         amendment, alteration or modification of, the Subordinated Debt
         Documents without the prior written consent of the Administrative Agent
         and the Required Lenders, if such amendment, alteration or modification
         adversely affects the subordination provisions thereof or imposes any
         more onerous term or condition on the Borrower or any of its
         Subsidiaries than is contained in such agreement, note or document as
         of the date hereof or is otherwise in any way adverse to the Borrower,
         any of its Subsidiaries or the Lenders. The Borrower shall deliver to
         the Administrative Agent notice and a copy of any proposed amendment,
         alteration or modification which, in the opinion of the Borrower, does
         not affect the subordination provisions of any such agreement, note or
         document or impose any more onerous term or condition on the Borrower
         or any of its Subsidiaries than is contained in such agreement, note or
         document as of the date hereof and is not otherwise in any way adverse
         to the Borrower, any of its Subsidiaries or the Lenders, at least ten
         (10) Domestic Business Days prior to the effective date of such


                                      -71-
<PAGE>

         proposed amendment, alteration or modification and, if at least three
         (3) Domestic Business Days prior to the effective date of such
         amendment, alteration or modification, the Administrative Agent shall
         deliver notice to the Borrower stating that, in the opinion of the
         Administrative Agent (rendered in its sole discretion), such proposed
         amendment, alteration or modification requires the approval of the
         Administrative Agent and the Required Lenders, the Borrower shall not,
         and shall not permit any of its Subsidiaries to, enter into such
         amendment, alteration or modification without the prior written consent
         of the Administrative Agent and the Required Lenders.

                  Section 6.26. Limitation on Sale/Leaseback Transactions and
Securitizations. The Borrower shall not, nor shall it permit any Subsidiary to,
enter into any (i) Sale/Leaseback Transaction (except for Permitted
Sale/Leaseback Transactions) or (ii) any securitization financing programs.

                  Section 6.27. No Restrictive Agreement. The Borrower will not,
nor will it permit any of its Subsidiaries to, enter into, after the date of
this Agreement, any indenture, agreement, instrument or other arrangement (other
than the Subordinated Debt Documents) that, directly or indirectly, prohibits or
restrains, or has the effect of prohibiting or restraining, or imposes
materially adverse conditions upon, any of the following by the Borrower or any
Subsidiary; the incurrence or payment of Debt, the granting of Liens, the
declaration or payment of dividends or other distributions in respect of Stock
of the Borrower or any Subsidiary, the making of loans, advances or Investments
or the sale, assignment, transfer or other disposition or property, real,
personal or mixed, tangible or intangible; provided, however, that any such
indenture, agreement, instrument or other arrangement executed and delivered by
the Borrower for the sole purpose of financing the acquisition of assets of the
Borrower may impose materially adverse conditions upon the sale, assignment,
transfer or other disposition of the assets being financed pursuant to such
indenture, agreement, instrument or other arrangement.

                  Section 6.28. Casualty and Condemnation.

                  (a) The Borrower will furnish to the Administrative Agent and
         the Lenders prompt written notice of any casualty or other insured
         damage to any of the real property or personal property of the Borrower
         or any Subsidiary occurring in any Fiscal Year resulting in gross
         proceeds in excess of $250,000 or, when aggregated with all other
         casualties or damage which shall have previously occurred in such
         Fiscal Year, in excess of $250,000, or the commencement of any action
         or proceeding for the taking of any of the real property or personal
         property of the Borrower or any Subsidiary or any part thereof or
         interest therein under power of eminent domain or by condemnation or
         similar proceeding.

                  (b) Subject to paragraph (d) of this Section, if any event
         described in paragraph (a) of this Section results in cash proceeds
         (whether in the form of insurance proceeds, condemnation awards or
         otherwise), the Borrower or such Subsidiary shall utilize such cash
         proceeds to pay the costs of repairing, restoring or replacing the
         affected property in accordance with paragraph (c) of this Section,
         unless the Borrower elects not to replace, restore or repair such
         property.

                  (c) Subject to paragraph (d) of this Section, if any cash
         proceeds have not been utilized to replace, restore or repair such
         property on that date that is nine months after the occurrence of the


                                      -72-
<PAGE>

         event resulting in such cash proceeds or if the Borrower elects not to
         replace, repair or restore the affected property, then, to the extent
         required under Section 6.28(a), such cash proceeds shall be applied to
         the reduction of the Revolving Credit Commitments as provided in
         Section 2.08.

                  (d) If an Event of Default has occurred and is continuing and
         an event described in paragraph (a) of this Section shall have
         occurred, the provisions of the Mortgage affecting the damaged property
         shall supercede paragraphs (b) and (c) of this Section and shall
         control the application of such cash proceeds received or to be
         received.

                  Section 6.29. Restricted Payments. The Borrower will not
declare or make any Restricted Payment at any time except (A) pursuant to
Section 6.25(a)(i), any interest payments with respect to Subordinated Debt; (B)
pursuant to Section 6.25(a)(ii), any refinancing of all or substantially all of
the Senior Subordinated Notes; (C) any principal payments with respect to
Subordinated Debt; (D) repurchases of the Borrower's common stock outstanding;
and (E) payments of dividends; provided that, after giving effect to the payment
of any Restricted Payment set forth in (C) or (D) of this Section, (1)
immediately prior to, immediately after giving effect to, or as a result of, any
such Restricted Payment, the Borrower certifies that it is in pro forma
compliance with Sections 6.03, 6.04, 6.05 and 6.06 and provides the
Administrative Agent satisfactory (as determined in the sole discretion of the
Administrative Agent) calculations demonstrating such compliance, (2) no Default
shall have occurred and be continuing; (3) immediately after giving effect to
such Restricted Payment, each of the Total Leverage Ratio and the Senior
Leverage Ratio calculated on a pro forma basis shall be at least 0.25% less than
the maximum Total Leverage Ratio and the maximum Senior Leverage Ratio permitted
under Section 6.03 or 6.04, respectively; (4) the Revolving Credit Availability
is not less than $10,000,000; and (5) the aggregate of amount of such repayments
and repurchases, when added to the aggregate amount of all other Restricted
Payments made pursuant to (C) and (D) of this Section from the Effective Date,
does not exceed $15,000,000.

                  Notwithstanding the foregoing, if at the time the Borrower
wishes to make a repayment or repurchase as set forth in clauses (C) or (D)
above, the Total Leverage Ratio is less than 2.5 to 1.0 and the Senior Leverage
Ratio is less than 1.0 to 1.0, each on a pro forma basis giving effect to such
repayment or repurchase, the $15,000,000 limit set forth in clause (5) above
shall be deemed to be $30,000,000 at the time of such repayment and repurchase
only.

                                  Article VII

                                    DEFAULTS

                  Section 7.01. Events of Default. If one or more of the
following events ("Events of Default") shall have occurred and be continuing:

                  (a) the Borrower shall fail to pay when due any principal of
         any Revolving Credit Loan, Swing Line Loan or any Reimbursement
         Obligations with respect to any Letter of Credit or shall fail to pay
         any interest on any Revolving Credit Loan or Swing Line Loan within
         five (5) Domestic Business Days after such interest shall become due,


                                      -73-
<PAGE>

         or shall fail to pay any fee or other amount payable hereunder within
         five (5) Domestic Business Days after such fee or other amount becomes
         due; or

                  (b) the Borrower or any Subsidiary shall fail to observe or
         perform any covenant contained in Sections 6.02(ii), or 6.03, 6.04,
         6.05, 6.06, or 6.10 to 6.14, inclusive, Section 6.23, Section 6.24,
         Section 6.25, Section 6.26, Section 6.27, Section 6.28, or Section
         6.29;

                  (c) any Loan Party shall fail to observe or perform any
         covenant or agreement contained or incorporated by reference in any
         Loan Document (other than those covered by clause (a) or (b) above) for
         thirty days after the earlier of (i) the first day on which an
         Executive Officer of any Loan Party has knowledge of such failure or
         (ii) written notice thereof has been given to the Borrower by the
         Administrative Agent at the request of any Lender; or

                  (d) any representation, warranty, certification or statement
         made or deemed made by any Loan Party in any Loan Document or in any
         certificate, financial statement or other document delivered pursuant
         to any Loan Document shall prove to have been incorrect or misleading
         in any material respect when made (or deemed made); or

                  (e) the Borrower or any Subsidiary shall fail to make any
         payment in respect of Debt outstanding (other than the Loans) in an
         aggregate principal amount in excess of $5,000,000 when due or within
         any applicable grace period; or

                  (f) any event or condition shall occur which results in the
         acceleration of the maturity of Debt outstanding of the Borrower or any
         Subsidiary in an aggregate principal amount in excess of $5,000,000 or
         the mandatory prepayment or purchase of such Debt by the Borrower (or
         its designee) or such Subsidiary (or its designee) prior to the
         scheduled maturity thereof, or enables (or, with the giving of notice
         or lapse of time or both, would enable) the holders of such Debt or any
         Person acting on such holders' behalf to accelerate the maturity
         thereof or require the mandatory prepayment or purchase thereof prior
         to the scheduled maturity thereof, without regard to whether such
         holders or other Person shall have exercised or waived their right to
         do so; or

                  (g) the Borrower, any Pledgor Subsidiary or any Significant
         Subsidiary shall commence a voluntary case or other proceeding seeking
         liquidation, reorganization or other relief with respect to itself or
         its debts under any bankruptcy, insolvency or other similar law now or
         hereafter in effect or seeking the appointment of a trustee, receiver,
         liquidator, custodian or other similar official of it or any
         substantial part of its property, or shall consent to any such relief
         or to the appointment of or taking possession by any such official in
         an involuntary case or other proceeding commenced against it, or shall
         make a general assignment for the benefit of creditors, or shall fail
         generally, or shall admit in writing its inability, to pay its debts as
         they become due, or shall take any corporate action to authorize any of
         the foregoing; or

                  (h) an involuntary case or other proceeding shall be commenced
         against the Borrower, any Pledgor Subsidiary or any Significant
         Subsidiary seeking liquidation, reorganization or other relief with


                                      -74-
<PAGE>

         respect to it or its debts under any bankruptcy, insolvency or other
         similar law now or hereafter in effect or seeking the appointment of a
         trustee, receiver, liquidator, custodian or other similar official of
         it or any substantial part of its property, and such involuntary case
         or other proceeding shall remain undismissed and unstayed for a period
         of 60 days; or an order for relief shall be entered against the
         Borrower, any Pledgor Subsidiary or any Significant Subsidiary under
         the federal bankruptcy laws as now or hereafter in effect; or

                  (i) the Borrower or any member of the Controlled Group shall
         fail to pay when due any material amount which it shall have become
         liable to pay to the PBGC or to a Plan under Title IV of ERISA; or
         notice of intent to terminate a Plan or Plans in a distress termination
         under Section 4041(c) of ERISA shall be filed under Title IV of ERISA
         by the Borrower, any member of the Controlled Group, any plan
         administrator or any combination of the foregoing; or the PBGC shall
         institute proceedings under Title IV of ERISA to terminate or to cause
         a trustee to be appointed to administer any such Plan or Plans or a
         proceeding shall be instituted by a fiduciary of any such Plan or Plans
         to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall
         not have been dismissed within 30 days thereafter; or a condition shall
         exist by reason of which the PBGC would be entitled to obtain a decree
         adjudicating that any such Plan or Plans must be terminated; or

                  (j) one or more final and non-appealable judgments or orders
         for the payment of money in an aggregate amount in excess of $1,000,000
         shall be rendered against the Borrower, any Pledgor Subsidiary or any
         Significant Subsidiary and such judgment or order shall continue
         unsatisfied and unstayed for a period of 30 days; or

                  (k) a federal tax lien shall be filed against the Borrower,
         any Pledgor Subsidiary or any Significant Subsidiary under Section 6323
         of the Code or a lien of the PBGC shall be filed against the Borrower,
         any Pledgor Subsidiary or any Significant Subsidiary under Section 4068
         of ERISA and in either case such lien shall remain undischarged for a
         period of 25 days after the date of filing; or

                  (l) (i) any Person or two or more Persons acting in concert
         shall have acquired beneficial ownership (within the meaning of Rule
         13d-3 of the Securities and Exchange Commission under the Securities
         Exchange Act of 1934) of 22% or more of the outstanding shares of the
         Voting Stock of the Borrower; or (ii) as of any date a majority of the
         Board of Directors of the Borrower consists of individuals who were not
         either (A) directors of the Borrower as of the corresponding date of
         the previous year, (B) selected or nominated to become directors by the
         Board of Directors of the Borrower of which a majority consisted of
         individuals described in clause (A), or (C) selected or nominated to
         become directors by the Board of Directors of the Borrower of which a
         majority consisted of individuals described in clause (A) and
         individuals described in clause (B); or

                  (m) if any provision of this Agreement, any Note, the
         Guaranty, any Security Document or the Indemnity Subrogation and


                                      -75-
<PAGE>

         Contribution Agreement shall for any reason cease to be valid and
         binding on any Loan Party, or any Loan Party shall deny or disaffirm
         its obligations thereunder; or

                  (n) if any Security Document shall for any reason cease to
         create a valid and perfected first priority security interest (subject
         to the existence of Liens permitted under this Agreement or any other
         Loan Document) in any of the Collateral purported to be encumbered
         thereby; or

                  (o) an event of default shall occur and be continuing under
         any Security Document and such default or event of default continues
         beyond any applicable cure or grace period provided in such Security
         Document; or

                  (p) an event of default shall occur under any of the
         Subordinated Debt Documents;

then, and in every such event, the Administrative Agent shall (i) if requested
by the Required Lenders, by notice to the Borrower terminate the Revolving
Credit Commitments and they shall thereupon terminate, (ii) if requested by the
Swing Line Lender, by notice to the Borrower terminate the Swing Line facility
set forth in Section 2.14; and (iii) if requested by the Required Lenders, by
notice to the Borrower (A) declare the Loans (together with all accrued interest
thereon) and all other amounts payable hereunder and under the other Loan
Documents to be immediately due and payable and (B) require the Borrower to
immediately deposit with the Administrative Agent cash collateral in an amount
equal to 105% of the undrawn amount available under the Letters of Credit, and
the Loans (together with all accrued interest thereon) and all other amounts
payable hereunder and under the other Loan Documents and such cash collateral
amount shall thereupon become, immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower; provided that if any Event of Default specified in clause (g) or
(h) above occurs with respect to the Borrower, without any notice to the
Borrower, any Guarantor or any other act by the Administrative Agent or the
Lenders, the Revolving Credit Commitments and the Swing Line facility set forth
in Section 2.14 shall thereupon automatically terminate and the Loans (together
with accrued interest thereon) and all other amounts payable hereunder and under
the other Loan Documents and such cash collateral amount shall automatically
become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrower.
Notwithstanding the foregoing, the Administrative Agent shall have available to
it all other remedies at law or equity, and shall exercise any one or all of
them at the request of the Required Lenders.

                  Section 7.02. Notice of Default. The Administrative Agent
shall give notice to the Borrower of any Default under Section 7.01(c) promptly
upon being requested to do so by any Lender and shall thereupon notify all the
Lenders thereof.

                                      -76-
<PAGE>

                                  Article VIII

                                     AGENCY

                  Section 8.01. Appointment and Authority. Each of the Lenders
and the Issuing Bank hereby irrevocably appoints Wachovia Bank, National
Association to act on its behalf as the Administrative Agent hereunder and under
the other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article
VIII are solely for the benefit of the Administrative Agent, the Lenders and the
Issuing Bank, and neither the Borrower nor any other Loan Party shall have
rights as a third party beneficiary of any of such provisions.

                  Section 8.02. Rights as a Lender. The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it
were not the Administrative Agent and the term "Lender" or "Lenders" shall,
unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its
individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of business with the Borrower or any
Subsidiary or other Affiliate thereof as if such Person were not the
Administrative Agent hereunder and without any duty to account therefor to the
Lenders.

                  Section 8.03. Exculpatory Provisions. The Administrative Agent
shall not have any duties or obligations except those expressly set forth herein
and in the other Loan Documents. Without limiting the generality of the
foregoing, the Administrative Agent:

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

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

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

                                      -77-
<PAGE>

The Administrative Agent shall not be liable for any action taken or not taken
by it (i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.05 and 7.01) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrower, a
Lender or the Issuing Bank.

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

                  Section 8.04. Reliance by Administrative Agent. The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance
of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or the Issuing Bank, the Administrative Agent may presume that such
condition is satisfactory to such Lender or the Issuing Bank unless the
Administrative Agent shall have received notice to the contrary from such Lender
or the Issuing Bank prior to the making of such Loan or the issuance of such
Letter of Credit. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

                  Section 8.05. Delegation of Duties. The Administrative Agent
may perform any and all of its duties and exercise its rights and powers
hereunder or under any other Loan Document by or through any one or more
sub-agents appointed by the Administrative Agent. The Administrative Agent and
any such sub-agent may perform any and all of its duties and exercise its rights
and powers by or through their respective Related Parties. The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

                                      -78-
<PAGE>

                  Section 8.06. Resignation of Administrative Agent. The
Administrative Agent may at any time give notice of its resignation to the
Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor, which shall be a bank or an Affiliate of any
such bank with an office in the United States of America. If no such successor
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may on behalf
of the Lenders and the Issuing Bank, appoint a successor Administrative Agent
meeting the qualifications set forth above provided that if the Administrative
Agent shall notify the Borrower and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (1) the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents and (2) all payments, communications and determinations
provided to be made by, to or through the Administrative Agent shall instead be
made by or to each Lender and the Issuing Bank directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above
in this paragraph. Upon the acceptance of a successor's appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this
paragraph). The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the retiring Administrative
Agent's resignation hereunder and under the other Loan Documents, the provisions
of this Article and Section 10.03 shall continue in effect for the benefit of
such retiring Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them
while the retiring Administrative Agent was acting as Administrative Agent.

                  Section 8.07. Non-Reliance on Administrative Agent and Other
Lenders. Each Lender and the Issuing Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender and the Issuing Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder.

                  Section 8.08. No Other Duties, etc. Anything herein to the
contrary notwithstanding, neither of the Co-Lead Arrangers listed on the cover
page hereof shall have any powers, duties or responsibilities under this
Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent, a Lender or the Issuing Bank hereunder.

                                      -79-
<PAGE>

                                   Article IX

                      CHANGE IN CIRCUMSTANCES; COMPENSATION

                  Section 9.01. Basis for Determining Interest Rate Inadequate
or Unfair. If on or prior to the first day of any Interest Period:

                  (a) the Administrative Agent determines that deposits in
         Dollars or any Alternate Currency (in the applicable amounts) are not
         being offered in the relevant market for such Interest Period, or

                  (b) the Required Lenders advise the Administrative Agent that
         the London Interbank Offered Rate, as determined by the Administrative
         Agent will not adequately and fairly reflect the cost to such Lenders
         of funding the relevant type of Eurocurrency Loans for such Interest
         Period, or

                  (c) a fundamental change has occurred in the foreign exchange
         or interbank markets with respect to any Alternate Currency (including,
         without limitation, changes in national or international financial,
         political or economic conditions or currency exchange rates or exchange
         controls), or

                  (d) it has become otherwise materially impractical for the
         Administrative Agent or the Lenders to make an Alternate Currency Loan,

the Administrative Agent shall forthwith give notice thereof to the Borrower and
the Lenders, whereupon until the Administrative Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist, the
obligations of the Lenders to make the Eurocurrency Loans specified in such
notice shall be suspended. Unless the Borrower notifies the Administrative Agent
at least two (2) Domestic Business Days before the date of any Eurocurrency
Borrowing for which a Notice of Borrowing has previously been given that it
elects not to borrow on such date, such borrowing shall instead be made as a
Base Rate Borrowing.

                  Section 9.02. Illegality. If, after the date hereof, the
adoption of any applicable law, rule or regulation, or any change in any
existing or future law, rule or regulation, or any change in the interpretation
or administration thereof by any Governmental Authority, or compliance by any
Lender (or its Domestic or Eurocurrency Lending Office) with any request or
directive (whether or not having the force of law) of any Governmental Authority
shall make it unlawful or impossible for any Lender (or its Lending Office) to
make, maintain or fund its Eurocurrency Loans and such Lender shall so notify
the Administrative Agent, the Administrative Agent shall forthwith give notice
thereof to the other Lenders and the Borrower, whereupon until such Lender
notifies the Borrower and the Administrative Agent that the circumstances giving
rise to such suspension no longer exist, the obligation of such Lender to make
Eurocurrency Loans shall be suspended. Before giving any notice to the
Administrative Agent pursuant to this Section, such Lender shall designate a
different Domestic or Eurocurrency Lending Office if such designation will avoid
the need for giving such notice and will not, in the judgment of such Lender, be
otherwise disadvantageous to such Lender. If such Lender shall determine that it
may not lawfully continue to maintain and fund any of its outstanding
Eurocurrency Loans to maturity and shall so specify in such notice, the Borrower
shall immediately prepay in full the then outstanding principal amount of each


                                      -80-
<PAGE>

Eurocurrency Loan of such Lender, together with accrued interest thereon.
Concurrently with prepaying each such Eurocurrency Loan, the Borrower shall
borrow a Base Rate Loan in an equal principal amount in Dollars from such Lender
(on which interest and principal shall be payable contemporaneously with the
related Eurocurrency Loans of the other Lenders), and such Lender shall make
such a Base Rate Loan.

                  Section 9.03. Increased Costs.

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

                  (i) impose, modify or deem applicable any reserve, special
         deposit, compulsory loan, insurance charge or similar requirement
         against assets of, deposits with or for the account of, or credit
         extended or participated in by, any Lender (except any reserve
         requirement reflected in the Adjusted London Interbank Offered Rate) or
         the Issuing Bank;

                  (ii) subject any Lender or the Issuing Bank to any tax of any
         kind whatsoever with respect to this Agreement, any Letter of Credit,
         any participation in a Letter of Credit or any Eurocurrency Loan made
         by it, or change the basis of taxation of payments to such Lender or
         the Issuing Bank in respect thereof (except for Indemnified Taxes or
         Other Taxes covered by Sections 2.11(c) through (h) and the imposition
         of, or any change in the rate of, any Excluded Tax payable by such
         Lender or the Issuing Bank); or

                  (iii) impose on any Lender or the Issuing Bank or the London
         interbank market any other condition, cost or expense affecting this
         Agreement or Eurocurrency Loans made by such Lender or any Letter of
         Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit
(or of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the Issuing Bank hereunder (whether of principal, interest or any
other amount) then, upon request of such Lender or the Issuing Bank, the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.
The amount of such compensation shall be determined, in the Lender's or Issuing
Bank's sole discretion, based upon the assumption that such Lender or Issuing
Bank funded its Revolving Credit Commitment, as applicable of the Eurocurrency
Loans in the London interbank market and using any reasonable attribution or
averaging methods which such Lender deems appropriate and practical. A
certificate of such Lender setting forth the basis for determining such amount
or amounts necessary to compensate such Lender shall be forwarded to the
Borrower through the Administrative Agent and shall be conclusively presumed to
be correct save for manifest error.

                                      -81-
<PAGE>

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

                  (c) Certificates for Reimbursement. A certificate of a Lender
         or the Issuing Bank setting forth the amount or amounts necessary to
         compensate such Lender or the Issuing Bank or its holding company, as
         the case may be, as specified in paragraph (a) or (b) of this Section
         and delivered to the Borrower shall be conclusive absent manifest
         error. The Borrower shall pay such Lender or the Issuing Bank, as the
         case may be, the amount shown as due on any such certificate within 10
         days after receipt thereof.

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

                  Section 9.04. Exchange Indemnification. The Borrower shall,
upon demand from the Administrative Agent, pay to the Administrative Agent or
any applicable Lender, the amount of (i) any loss or cost or increased cost
incurred by the Administrative Agent or any applicable Lender, (ii) any
reduction in any amount payable to or in the effective return on the capital to
the Administrative Agent or any applicable Lender, (iii) any interest or any
other return, including principal, foregone by the Administrative Agent or any
applicable Lender as a result of the introduction of, change over to or
operation of the Euro, or (iv) any currency exchange loss, in any such case that
the Administrative Agent or any other Lender sustains as a result of any payment
being made by the Borrower in a Currency other than that originally extended to


                                      -82-
<PAGE>

the Borrower. A certificate of the Administrative Agent setting forth the basis
for determining such additional amount or amounts necessary to compensate the
Administrative Agent or the applicable Lender shall be conclusively presumed to
be correct save for manifest error.

                  Section 9.05. Regulatory Limitation. In the event, as a result
of increases in the value of Alternate Currencies against the Dollar or for any
other reason, the obligation of any of the Lenders to make Loans (taking into
account the Dollar Amount of the Obligations and all other indebtedness required
to be aggregated under 12 U.S.C.A. ss.84, as amended, the regulations
promulgated thereunder and any other Applicable Law) is determined by such
Lender to exceed its then applicable legal lending limit under 12 U.S.C.A.
ss.84, as amended, and the regulations promulgated thereunder, or any other
Applicable Law, the amount of additional commitments such Lender shall be
obligated to make or issue or participate in hereunder shall immediately be
reduced to the maximum amount which such Lender may legally advance (as
determined by such Lender), the obligation of each of the remaining Lenders
hereunder shall be proportionately reduced, based on the Revolving Credit
Commitment of each Lender and, to the extent necessary under such laws and
regulations (as determined by each of the Lenders, with respect to the
applicability of such laws and regulations to itself), and Borrower shall
reduce, or cause to be reduced, complying to the extent practicable with the
remaining provisions hereof, the Obligations outstanding hereunder by an amount
sufficient to comply with such maximum amounts.

                  Section 9.06. Base Rate Loans Substituted for Eurocurrency
Loans. If (i) the obligation of any Lender to make or maintain Eurocurrency
Loans has been suspended pursuant to Section 9.02 or (ii) any Lender has
demanded compensation under Section 9.03, and the Borrower shall, by at least 5
Eurocurrency Business Days' prior notice to such Lender through the
Administrative Agent, have elected that the provisions of this Section shall
apply to such Lender, then, unless and until such Lender notifies the Borrower
that the circumstances giving rise to such suspension or demand for compensation
no longer apply:

                  (a) all Revolving Credit Loans which would otherwise be made
         by such Lender as Eurocurrency Loans shall be made instead as Base Rate
         Loans (in all cases interest and principal on such Revolving Credit
         Loans shall be payable contemporaneously with the related Eurocurrency
         Loans of the other Lenders), and

                  (b) after each of its Eurocurrency Loans has been repaid, all
         payments of principal which would otherwise be applied to repay such
         Eurocurrency Loans shall be applied to repay its Base Rate Loans
         instead.

In the event that the Borrower shall elect that the provisions of this Section
shall apply to any Lender, the Borrower shall remain liable for, and shall pay
to such Lender as provided herein, all amounts due such Lender under Section
9.03 in respect of the period preceding the date of conversion of such Lender's
Revolving Credit Loans resulting from the Borrower's election.

                  Section 9.07. Compensation. Upon the request of any Lender,
delivered to the Borrower and the Administrative Agent, the Borrower shall pay
to such Lender such amount or amounts as shall compensate such Lender for any
loss, cost or expense incurred by such Lender as a result of:

                                      -83-
<PAGE>

                  (a) any payment or prepayment (pursuant to Section 2.09,
         Section 2.10 or otherwise) of a Eurocurrency Loan on a date other than
         the last day of an Interest Period for such Eurocurrency Loan;

                  (b) any failure by the Borrower to prepay a Eurocurrency Loan
         on the date for such prepayment specified in the relevant notice of
         prepayment hereunder; or

                  (c) any failure by the Borrower to borrow a Eurocurrency Loan
         on the date for the Eurocurrency Borrowing of which such Eurocurrency
         Loan is a part specified in the applicable Notice of Borrowing
         delivered pursuant to Section 2.02;

such compensation to include, without limitation, an amount equal to the excess,
if any, of (x) the amount of interest which would have accrued on the amount so
paid or prepaid or not prepaid or borrowed for the period from the date of such
payment, prepayment or failure to prepay or borrow to the last day of the then
current Interest Period for such Eurocurrency Loan (or, in the case of a failure
to prepay or borrow, the Interest Period for such Eurocurrency Loan which would
have commenced on the date of such failure to prepay or borrow) at the
applicable rate of interest for such Eurocurrency Loan provided for herein over
(y) the amount of interest (as reasonably determined by such Lender) such Lender
would have paid on deposits in Dollars of comparable amounts having terms
comparable to such period placed with it by leading banks in the London
interbank market.

                  Section 9.08. Designation of a Different Lending Office. If
any Lender requests compensation under Section 9.03, or requires the Borrower to
pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Sections 2.11(c) through (h), then such Lender
shall use reasonable efforts to designate a different lending office for funding
or booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Sections 9.03 or 2.11(c) through (h), as the case may be, in
the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

                  Section 9.09. Replacement of Lenders. If any Lender requests
compensation under Section 9.03, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Sections 2.11(c) through (h), or if any Lender defaults
in its obligation to fund Loans hereunder, then the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in, and consents required by, Section
10.07), all of its interests, rights and obligations under this Agreement and
the related Loan Documents to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment),
provided that:

                  (i) the Borrower shall have paid to the Administrative Agent
         the assignment fee specified in Section 10.07;

                                      -84-
<PAGE>

                  (ii) such Lender shall have received payment of an amount
         equal to the outstanding principal of its Loans and participations in
         payments made by an Issuing Lender pursuant to a Letter of Credit,
         accrued interest thereon, accrued fees and all other amounts payable to
         it hereunder and under the other Loan Documents (including any amounts
         under Section 9.07(a)) from the assignee (to the extent of such
         outstanding principal and accrued interest and fees) or the Borrower
         (in the case of all other amounts);

                  (iii) in the case of any such assignment resulting from a
         claim for compensation under Section 9.03 or payments required to be
         made pursuant to Sections 2.11(c) through (h), such assignment will
         result in a reduction in such compensation or payments thereafter; and

                  (iv) such assignment does not conflict with applicable law.

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

                                   Article X

                                  MISCELLANEOUS

                  Section 10.01. Notices; Effectiveness; Electronic
Communication.

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

                  (i) if to the Borrower or any other Loan Party, to it at 1801
         Bayberry Court, Suite 200, Richmond, Virginia 23226, Attention of Paul
         K. Suijk (Telecopier No. (804) 287-5230; Telephone No. (804) 287-5694);

                  (ii) if to the Administrative Agent or the Collateral Agent,
         to Wachovia at 301 South College Street, 5th Floor, Charlotte, North
         Carolina 28288-0760, Attention of Will Goley, Loan Syndications -
         Agency Management (Telecopier No. (704) 383-7611; Telephone No. (704)
         383-8180); with copies to, in the case of any Notice of Borrowing,
         Wachovia Securities, Agency Services, c/o Roger Sherman, 201 South
         College Street, CP-8, Charlotte, North Carolina 28288-0680 (Telecopier
         No. (704) 383-0288; Telephone No. (704) 715-1880);

                  (iii) if to the Issuing Bank, to it at 301 South College
         Street, 5th Floor, Charlotte, North Carolina 28288-0760, Attention of
         Will Goley, Loan Syndications - Agency Management (Telecopier No. (704)
         383-7611; Telephone No. (704) 383-8180); and



                                      -85-
<PAGE>

                  (iv) if to a Lender, to it at its Domestic Lending Office
         address (or relevant telecopier number), and for notices relating to
         Alternate Currency Loans only, with a copy to its Foreign Lending
         Office (or relevant telecopier number), each as 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 paragraph (b) below, shall be effective as provided in said
paragraph (b).

                  (b) Electronic Communications. Notices and other
         communications to the Lenders and the Issuing Bank hereunder may be
         delivered or furnished by electronic communication (including e-mail
         and Internet or intranet websites) pursuant to procedures approved by
         the Administrative Agent, provided that the foregoing shall not apply
         to notices to any Lender, the Swing Line Lender or the Issuing Bank
         pursuant to Sections 2.02, 2.14 and 3.04(b), as the case may be, if
         such Lender, the Swing Line Lender or the Issuing Bank, as applicable,
         has notified the Administrative Agent that it is incapable of receiving
         notices under such Article by electronic communication. The
         Administrative Agent or the Borrower may, in its discretion, agree to
         accept notices and other communications to it hereunder by electronic
         communications pursuant to procedures approved by it, provided that
         approval of such procedures may be limited to particular notices or
         communications.

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

                  (c) 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.

                  Section 10.02. No Waivers. No failure or delay by the
Administrative Agent or any Lender in exercising any right, power or privilege
hereunder or under any Note or other Loan Document shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law.

                                      -86-
<PAGE>

                  Section 10.03. Expenses; Indemnity; Damage Waiver.

                  (a) Costs and Expenses. The Borrower shall pay (i) all
         reasonable out-of-pocket expenses incurred by the Administrative Agent
         and its Affiliates (including the reasonable fees, charges and
         disbursements of counsel for the Administrative Agent), in connection
         with the syndication of the credit facilities provided for herein, the
         preparation, negotiation, execution, delivery and administration of
         this Agreement and the other Loan Documents or any amendments,
         modifications or waivers of the provisions hereof or thereof (whether
         or not the transactions contemplated hereby or thereby shall be
         consummated), (ii) all reasonable out-of-pocket expenses incurred by
         the Issuing Bank in connection with the issuance, amendment, renewal or
         extension of any Letter of Credit or any demand for payment thereunder
         and (iii) all reasonable out-of-pocket expenses incurred by the
         Administrative Agent, the Swing Line Lender, any Lender or the Issuing
         Bank (including the fees, charges and disbursements of any counsel for
         the Administrative Agent, any Lender, the Swing Line Lender or the
         Issuing Bank), in connection with the enforcement or protection of its
         rights (A) in connection with this Agreement and the other Loan
         Documents, including its rights under this Section, or (B) in
         connection with the Loans made or Letters of Credit issued hereunder,
         including all such out-of-pocket expenses incurred during any workout,
         restructuring or negotiations in respect of such Loans or Letters of
         Credit.

                  (b) Indemnification by the Borrower. The Borrower shall
         indemnify the Administrative Agent (and any sub-agent thereof), each
         Lender, the Swing Line Lender and the Issuing Bank, and each Related
         Party of any of the foregoing Persons (each such Person being called an
         "Indemnitee") against, and hold each Indemnitee harmless from, any and
         all losses, claims, damages, liabilities and related expenses
         (including the fees, charges and disbursements of any counsel for any
         Indemnitee), incurred by any Indemnitee or asserted against any
         Indemnitee by any third party or by the Borrower or any other Loan
         Party arising out of, in connection with, or as a result of (i) the
         execution or delivery of this Agreement, any other Loan Document or any
         agreement or instrument contemplated hereby or thereby, the performance
         by the parties hereto of their respective obligations hereunder or
         thereunder or the consummation of the transactions contemplated hereby
         or thereby, (ii) any Loan or Letter of Credit or the use or proposed
         use of the proceeds therefrom (including any refusal by the Issuing
         Bank to honor a demand for payment under a Letter of Credit if the
         documents presented in connection with such demand do not strictly
         comply with the terms of such Letter of Credit), (iii) any actual or
         alleged presence or Release of Hazardous Materials on or from any
         property owned or operated by the Borrower or any of its Subsidiaries,
         or any Environmental Liability related in any way to the Borrower or
         any of its Subsidiaries, or (iv) any actual or prospective claim,
         litigation, investigation or proceeding relating to any of the
         foregoing, whether based on contract, tort or any other theory, whether
         brought by a third party or by the Borrower or any other Loan Party,
         and regardless of whether any Indemnitee is a party thereto, provided
         that such indemnity shall not, as to any Indemnitee, be available to
         the extent that such losses, claims, damages, liabilities or related
         expenses are determined by a court of competent jurisdiction by final
         and nonappealable judgment to have resulted from the gross negligence
         or willful misconduct of such Indemnitee.



                                      -87-
<PAGE>

                  (c) Reimbursement by Lenders. To the extent that the Borrower
         for any reason fails to indefeasibly pay any amount required under
         paragraph (a) or (b) of this Section to be paid by it to the
         Administrative Agent (or any sub-agent thereof), the Issuing Bank, the
         Swing Line Lender or any Related Party of any of the foregoing, each
         Lender severally agrees to pay to the Administrative Agent (or any such
         sub-agent), the Issuing Bank, the Swing Line Lender or such Related
         Party, as the case may be, such Lender's Applicable Percentage
         (determined as of the time that the applicable unreimbursed expense or
         indemnity payment is sought) of such unpaid amount, provided that the
         unreimbursed expense or indemnified loss, claim, damage, liability or
         related expense, as the case may be, was incurred by or asserted
         against the Administrative Agent (or any such sub-agent), the Swing
         Line Lender or the Issuing Bank in its capacity as such, or against any
         Related Party of any of the foregoing acting for the Administrative
         Agent (or any such sub-agent), the Swing Line Lender or Issuing Bank in
         connection with such capacity. The obligations of the Lenders under
         this paragraph (c) are subject to the provisions of Section 10.10.

                  (d) Waiver of Consequential Damages, Etc. To the fullest
         extent permitted by applicable law, the Borrower shall not assert, and
         hereby waives, any claim against any Indemnitee, on any theory of
         liability, for special, indirect, consequential or punitive damages (as
         opposed to direct or actual damages) arising out of, in connection
         with, or as a result of, this Agreement, any other Loan Document or any
         agreement or instrument contemplated hereby, the transactions
         contemplated hereby or thereby, any Loan or Letter of Credit or the use
         of the proceeds thereof. No Indemnitee referred to in paragraph (b)
         above shall be liable for any damages arising from the use by
         unintended recipients of any information or other materials distributed
         by it through telecommunications, electronic or other information
         transmission systems in connection with this Agreement or the other
         Loan Documents or the transactions contemplated hereby or thereby.

                  (e) Payments. All amounts due under this Section shall be
         payable promptly after demand therefor.

                  Section 10.04. Set-Offs; Sharing of Set-Offs.

                  (a) If an Event of Default shall have occurred and be
         continuing, each Lender, the Issuing Bank, and each of their respective
         Affiliates is hereby authorized at any time and from time to time, to
         the fullest extent permitted by applicable law, to set off and apply
         any and all deposits (general or special, time or demand, provisional
         or final, in whatever Currency) at any time held and other obligations
         (in whatever Currency) at any time owing by such Lender, the Issuing
         Bank or any such Affiliate to or for the credit or the account of the
         Borrower or any other Loan Party against any and all of the obligations
         of the Borrower or such Loan Party now or hereafter existing under this
         Agreement or any other Loan Document to such Lender or the Issuing
         Bank, irrespective of whether or not such Lender or the Issuing Bank
         shall have made any demand under this Agreement or any other Loan
         Document and although such obligations of the Borrower or such Loan
         Party may be contingent or unmatured or are owed to a branch or office
         of such Lender or the Issuing Bank different from the branch or office
         holding such deposit or obligated on such indebtedness. The rights of
         each Lender, the Issuing Bank and their respective Affiliates under
         this Section are in addition to other rights and remedies (including
         other rights of setoff) that such Lender, the Issuing Bank or their


                                      -88-
<PAGE>

         respective Affiliates may have. Each Lender and the Issuing Bank agrees
         to notify the Borrower and the Administrative Agent promptly after any
         such setoff and application, provided that the failure to give such
         notice shall not affect the validity of such setoff and application.

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

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

                  (ii) the provisions of this paragraph shall not be construed
         to apply to (x) any payment made by the Borrower pursuant to and in
         accordance with the express terms of this Agreement or (y) any payment
         obtained by a Lender as consideration for the assignment of or sale of
         a participation in any of its Loans or participations in payments made
         by an Issuing Lender pursuant to a Letter of Credit to any assignee or
         participant, other than to the Borrower or any Subsidiary thereof (as
         to which the provisions of this paragraph shall apply).

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

                  Section 10.05. Amendments and Waivers.

                  (a) Any provision of this Agreement, the Loans or any other
         Loan Documents may be amended or waived if, but only if, such amendment
         or waiver is in writing and is signed by the Borrower and the Required
         Lenders (and, if the rights or duties of the Administrative Agent are
         affected thereby, by the Administrative Agent) or the Borrower and the
         Administrative Agent after the Administrative Agent having received the
         consent of the Required Lenders; provided that no such amendment or
         waiver shall, unless signed by any Lender affected thereby, (i) change
         the Revolving Credit Commitment of any Lender or subject any Lender to
         any additional obligation, (ii) change the principal of or reduce the
         rate of interest on any Swing Line Loan, Revolving Credit Loan or
         Reimbursement Obligation or the amount of any fees hereunder or the
         amount of the Obligations (as defined in the Guaranty) payable by any
         Guarantor under the Guaranty, (iii) change the date fixed for any
         payment of principal of or interest on any Swing Line Loan, Revolving
         Credit Loan or Reimbursement Obligation or any fees hereunder or any of


                                      -89-
<PAGE>

         the Obligations (as defined in the Guaranty) under the Guaranty, (iv)
         change the amount of principal or reduce the amount of interest or fees
         due on any date fixed for the payment thereof under this Agreement, the
         Loans or any other Loan Document, (v) change the percentage of the
         Revolving Credit Commitment or of the aggregate unpaid principal amount
         of the Loans, or the percentage of Lenders, which shall be required for
         the Lenders or any of them to take any action under this Section or any
         other provision of this Agreement or modify the definition of Required
         Lenders, (vi) change the manner of application of any payments made
         under this Agreement, the Guaranty or the Loans, (vii) except as
         provided in clause (b) of this Section, release or substitute all or
         any substantial part of the Collateral held as security for the Swing
         Line Loans, the Revolving Credit Loans, the Reimbursement Obligations
         or any of the Obligations, (viii) waive any of the conditions precedent
         contained in Section 4.01 or Section 4.02, or (ix) except as provided
         in clause (b) of this Section, release, discharge or terminate any
         guaranty given to support payment of the Revolving Credit Loans
         (including, without limitation, the Guaranty); provided further that no
         such amendment or waiver shall, unless signed by the Swing Line Lender
         or the Issuing Bank, as the case may be, change any provision of this
         Agreement relating to the Swing Line Loans (including without
         limitation Section 2.14) or the Letters of Credit, respectively.

                  (b) Notwithstanding clauses (vii) or (ix) of this Section, in
         the event the Borrower represents pursuant to a written notice that a
         Subsidiary which is a Loan Party has become a Non-Operating Subsidiary
         (such notice to be accompanied by reasonably detailed representations
         in form and substance satisfactory to the Administrative Agent in its
         sole judgment establishing that such Subsidiary is a Non-Operating
         Subsidiary), the Administrative Agent may, without the prior consent of
         any Lender affected thereby, (1) release the guaranty of such
         Non-Operating Subsidiary (including, from the Guaranty), and (2)
         release the shares of capital stock of such Non-Operating Subsidiary to
         the relevant Pledgor Subsidiary.

                  (c) The Borrower will not solicit, request or negotiate for or
         with respect to any proposed waiver or amendment of any of the
         provisions of this Agreement unless each Lender shall be informed
         thereof by the Borrower and shall be afforded an opportunity of
         considering the same and shall be supplied by the Borrower with
         sufficient information to enable it to make an informed decision with
         respect thereto. Executed or true and correct copies of any waiver or


                                      -90-
<PAGE>

         consent effected pursuant to the provisions of this Agreement shall be
         delivered by the Borrower to each Lender forthwith following the date
         on which the same shall have been executed and delivered by the
         requisite percentage of Lenders. The Borrower will not, directly or
         indirectly, pay or cause to be paid any remuneration, whether by way of
         supplemental or additional interest, fee or otherwise, to any Lender
         (in its capacity as such) as consideration for or as an inducement to
         the entering into by such Lender of any waiver or amendment of any of
         the terms and provisions of this Agreement unless such remuneration is
         concurrently paid, on the same terms, ratably to all such Lenders.

                  Section 10.06. Margin Stock Collateral. Each of the Lenders
represents to the Administrative Agent and each of the other Lenders that it in
good faith is not, directly or indirectly (by negative pledge or otherwise),
relying upon any Margin Stock as collateral in the extension or maintenance of
the credit provided for in this Agreement.

                  Section 10.07. Successors and Assigns.

                  (a) Successors and Assigns Generally. The provisions of this
         Agreement shall be binding upon and inure to the benefit of the parties
         hereto and their respective successors and assigns permitted hereby,
         except that neither the Borrower nor any other Loan Party may assign or
         otherwise transfer any of its rights or obligations hereunder without
         the prior written consent of the Administrative Agent and each Lender
         and no Lender may assign or otherwise transfer any of its rights or
         obligations hereunder except (i) to an Eligible Assignee in accordance
         with the provisions of paragraph (b) of this Section, (ii) by way of
         participation in accordance with the provisions of paragraph (d) of
         this Section or (iii) by way of pledge or assignment of a security
         interest subject to the restrictions of paragraph (f) of this Section
         (and any other attempted assignment or transfer by any party hereto
         shall be null and void). Nothing in this Agreement, expressed or
         implied, shall be construed to confer upon any Person (other than the
         parties hereto, their respective successors and assigns permitted
         hereby, Participants to the extent provided in paragraph (d) of this
         Section and, to the extent expressly contemplated hereby, the Related
         Parties of each of the Administrative Agent and the Lenders) any legal
         or equitable right, remedy or claim under or by reason of this
         Agreement.

                  (b) Assignments by Lenders. Any Lender may at any time assign
         to one or more Eligible Assignees all or a portion of its rights and
         obligations under this Agreement (including all or a portion of its
         Commitment and the Loans at the time owing to it); provided that

                  (i) except in the case of an assignment of the entire
         remaining amount of the assigning Lender's Commitment and the Loans at
         the time owing to it or in the case of an assignment to a Lender or an
         Affiliate of a Lender or an Approved Fund with respect to a Lender, the
         aggregate amount of the Commitment (which for this purpose includes
         Loans outstanding thereunder) or, if the applicable Commitment is not
         then in effect, the principal outstanding balance of the Loans of the
         assigning Lender subject to each such assignment (determined as of the
         date the Assignment and Assumption with respect to such assignment is
         delivered to the Administrative Agent or, if "Trade Date" is specified
         in the Assignment and Assumption, as of the Trade Date) shall not be
         less than $5,000,000, unless each of the Administrative Agent and, so
         long as no Event of Default has occurred and is continuing, the
         Borrower otherwise consent (each such consent not to be unreasonably
         withheld or delayed);

                                      -91-
<PAGE>

                  (ii) each partial assignment shall be made as an assignment of
         a proportionate part of all the assigning Lender's rights and
         obligations under this Agreement with respect to the Loan or the
         Commitment assigned;

                  (iii) any assignment of a Revolving Credit Commitment must be
         approved by the Administrative Agent and the Issuing Bank unless the
         Person that is the proposed assignee is itself a Lender with a
         Revolving Credit Commitment (whether or not the proposed assignee would
         otherwise qualify as an Eligible Assignee); and

                  (iv) the parties to each assignment shall execute and deliver
         to the Administrative Agent an Assignment and Assumption, together with
         a processing and recordation fee of $3,500, and the Eligible Assignee,
         if it shall not be a Lender, shall deliver to the Administrative Agent
         an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to paragraph (c) of this Section, from and after the effective date specified in
each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Article IX, and Sections 2.11 and 10.03 with
respect to facts and circumstances occurring prior to the effective date of such
assignment. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this paragraph 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 paragraph (d) of this Section.

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

                  (d) Participations. Any Lender or the Swing Line Lender may at
         any time, without the consent of, or notice to, the Borrower or the
         Administrative Agent, sell participations to any Person (other than a
         natural person or the Borrower or any of the Borrower's Affiliates or
         Subsidiaries) (each, a "Participant") in all or a portion of such
         Lender's or Swing Line Lender's rights and/or obligations under this
         Agreement (including all or a portion of its Commitment and/or the
         Loans owing to it); provided that (i) such Lender's or Swing Line


                                      -92-
<PAGE>

         Lender's obligations under this Agreement shall remain unchanged, (ii)
         such Lender or Swing Line Lender shall remain solely responsible to the
         other parties hereto for the performance of such obligations and (iii)
         the Borrower, the Administrative Agent, the Lenders and the Swing Line
         Lender and Issuing Bank shall continue to deal solely and directly with
         such Lender in connection with such Lender's or such Swing Line
         Lender's rights and obligations under this Agreement.

                  Any agreement or instrument pursuant to which a Lender or
Swing Line Lender sells such a participation shall provide that such Lender or
such Swing Line Lender shall retain the sole right to enforce this Agreement and
to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender or such Swing Line Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver with respect to the
following: (i) the change of any date fixed for the payment of principal of or
interest on the related Swing Line Loan, Revolving Credit Loan or Swing Line
Loans or Revolving Credit Loans or Reimbursement Obligations, (ii) the change of
the amount of any principal, or the reduction of any interest or fees due on any
date fixed for the payment thereof with respect to the related Swing Line Loan
or Revolving Credit Loan or Swing Line Loans or Revolving Credit Loans or
Reimbursement Obligations, (iii) the change of the principal of the related
Swing Line Loan or Revolving Credit Loan or Swing Line Loans or Revolving Credit
Loans or Reimbursement Obligations, (iv) any reduction in the rate at which
either interest is payable thereon or (if the Participant is entitled to any
part thereof) commitment fee is payable hereunder from the rate at which the
Participant is entitled to receive interest or commitment fee (as the case may
be) in respect of such participation, (v) the release or substitution of all or
any substantial part of the Collateral held as security for the Swing Line Loans
or Revolving Credit Loans or Reimbursement Obligations, or (vi) the release of
any guaranty given to support payment of the Revolving Credit Loans. Each Lender
selling a participating interest in any Swing Line Loan or Revolving Credit
Loan, Reimbursement Obligation, Note, Revolving Credit Commitment or other
interest under this Agreement shall, within ten (10) Domestic Business Days of
such sale, provide the Borrower and the Administrative Agent with written
notification stating that such sale has occurred and identifying the Participant
and the interest purchased by such Participant. Subject to paragraph (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Article IX, and Section 2.11 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to, and subject to, the benefits of Section 10.04 as though it were a
Lender.

                  (e) Limitations upon Participant Rights. A Participant shall
         not be entitled to receive any greater payment under Article IX and
         Section 2.11 than the applicable Lender would have been entitled to
         receive with respect to the participation sold to such Participant,
         unless the sale of the participation to such Participant is made with
         the Borrower's prior written consent. A Participant that would be a
         Foreign Lender if it were a Lender shall not be entitled to the
         benefits of Section 2.11(g) unless the Borrower is notified of the
         participation sold to such Participant and such Participant agrees, for
         the benefit of the Borrower, to comply with Section 2.11(g) as though
         it were a Lender.

                                      -93-
<PAGE>

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

                  Section 10.08. Treatment of Certain Information;
Confidentiality

                  Each of the Administrative Agent, the Lenders, the Swing Line
Lender and the Issuing Bank agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its Affiliates and to its and its Affiliates' respective partners, directors,
officers, employees, agents, advisors and other representatives (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower and its obligations, (g) with the consent of the
Borrower or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available to
the Administrative Agent, any Lender, the Issuing Bank or any of their
respective Affiliates on a nonconfidential basis from a source other than the
Borrower.

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

                  Notwithstanding anything herein to the contrary, "Information"
shall not include, and the Borrower, the other Loan Parties, the Administrative
Agent, each Lender, the Swing Line Lender and the respective Affiliates of each
of the foregoing (and the respective partners, directors, officers, employees,
agents, advisors and other representatives of each of the foregoing and their
Affiliates), and any other party, may disclose to any and all Persons, without
limitation of any kind, (a) any information with respect to the U.S. federal and
state income tax treatment of the transactions contemplated hereby ("tax


                                      -94-
<PAGE>

treatment") and any facts that may be relevant to understanding such tax
treatment, which facts shall not include for this purpose the names of the
parties or any other Person named herein, or information that would permit
identification of the parties or such other Persons, or any pricing terms or
other nonpublic business or financial information that is unrelated to such tax
treatment or facts, and (b) all materials of any kind (including opinions or
other tax analyses) that are provided to any of the Persons referred to above
relating to such tax treatment or facts.

                  Section 10.09. Representation by Lenders. Each Lender hereby
represents that it is a commercial lender or financial institution which makes
loans in the ordinary course of its business and that it will make its Swing
Line Loans and Revolving Credit Loans hereunder for its own account in the
ordinary course of such business; provided, however, that, subject to Section
10.07, the disposition of the Note or Notes held by that Lender shall at all
times be within its exclusive control.

                  Section 10.10. Obligations Several. The obligations of each
Lender hereunder are several, and no Lender shall be responsible for the
obligations or commitment of any other Lender hereunder. Nothing contained in
this Agreement and no action taken by the Lenders pursuant hereto shall be
deemed to constitute the Lenders to be a partnership, an association, a joint
venture or any other kind of entity. The amounts payable at any time hereunder
to each Lender shall be a separate and independent debt, and each Lender shall
be entitled to protect and enforce its rights arising out of this Agreement or
any other Loan Document and it shall not be necessary for any other Lender to be
joined as an additional party in any proceeding for such purpose.

                  Section 10.11. Survival of Certain Obligations. Sections
9.03(a), 9.03(b), 9.07 and 10.03, and the obligations of the Borrower
thereunder, shall survive, and shall continue to be enforceable notwithstanding
the termination of this Agreement, the Revolving Credit Commitments, the Letters
of Credit and the payment in full of the principal of and interest on all Swing
Line Loans and Revolving Credit Loans and of the Reimbursement Obligations.

                  Section 10.12. Governing Law; Arbitration; Waiver of Jury
Trial, Etc.

                  (a) Governing Law. This Agreement shall be governed by, and
         construed in accordance with, the law of the State of North Carolina.

                  (b) Service of Process. Each party hereto irrevocably consents
         to service of process in the manner provided for notices in Section
         10.01. Nothing in this Agreement will affect the right of any party
         hereto to serve process in any other manner permitted by applicable
         law.

                  (c) Arbitration.

                  (i) Upon demand of any party hereto, whether made before or
         after institution of any judicial proceeding, any claim or controversy
         arising out of or relating to this Agreement or any other document
         executed in connection herewith between parties hereto (a "Dispute")
         shall be resolved by binding arbitration conducted under and governed
         by the Commercial Financial Disputes Arbitration Rules (the
         "Arbitration Rules") of the American Arbitration Association (the


                                      -95-
<PAGE>

         "AAA") and the Federal Arbitration Act. Disputes may include, without
         limitation, tort claims, counterclaims, a dispute as to whether a
         matter is subject to arbitration, claims brought as class actions, or
         claims arising from documents executed in the future. A judgment upon
         the award may be entered in any court having jurisdiction.
         Notwithstanding the foregoing, this arbitration provision does not
         apply to disputes under or related to Swap Agreements.

                  (ii) All arbitration hearings shall be conducted in Charlotte,
         North Carolina. A hearing shall begin within 90 days of demand for
         arbitration and all hearings shall conclude within 120 days of demand
         for arbitration. These time limitations may not be extended unless a
         party shows cause for extension and then for no more than a total of 60
         days. The expedited procedures set forth in Rule 51 et seq. of the
         Arbitration Rules shall be applicable to claims of less than
         $1,000,000. Arbitrators shall be licensed attorneys selected from the
         Commercial Financial Dispute Arbitration Panel of the AAA. The parties
         do not waive applicable Federal or state substantive law except as
         provided herein.

                  (iii) Notwithstanding the preceding binding arbitration
         provisions, the parties agree to preserve, without diminution, certain
         remedies that any party may exercise before or after an arbitration
         proceeding is brought. The parties shall have the right to proceed in
         any court of proper jurisdiction or by self-help to exercise or
         prosecute the following remedies, as applicable: (i) all rights to
         foreclose against any real or personal property or other security by
         exercising a power of sale or under applicable law by judicial
         foreclosure including a proceeding to confirm the sale; (ii) all rights
         of self-help including peaceful occupation of real property and
         collection of rents, set-off, and peaceful possession of personal
         property; (iii) obtaining provisional or ancillary remedies including
         injunctive relief, sequestration, garnishment, attachment, appointment
         of receiver and filing an involuntary bankruptcy proceeding; and (iv)
         when applicable, a judgment by confession of judgment. Any claim or
         controversy with regard to any party's entitlement to such remedies is
         a Dispute.

                  (iv) The parties agree that they shall not have a remedy of
         punitive or exemplary damages against other parties in any Dispute and
         hereby waive any right or claim to punitive or exemplary damages they
         have now or which may arise in the future in connection with any
         Dispute whether the Dispute is resolved by arbitration or judicially.

                  (d) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY
         WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
         MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
         INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
         LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
         (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
         HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
         OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER


                                      -96-
<PAGE>

         PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
         FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
         HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER
         LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
         CERTIFICATIONS IN THIS SECTION.

                  Section 10.13. Severability. In case any one or more of the
provisions contained in this Agreement, the Loans or any of the other Loan
Documents should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby and
shall be enforced to the greatest extent permitted by law.

                  Section 10.14. Judgment Currency. The obligation of the
Borrower to make payments of the principal of and interest on the Loans and the
obligation of any such Person to make payments of any other amounts payable
hereunder or pursuant to any other Loan Document in the Currency specified for
such payment shall not be discharged or satisfied by any tender, or any recovery
pursuant to any judgment, which is expressed in or converted into any other
Currency, except to the extent that such tender or recovery shall result in the
actual receipt by each of the Administrative Agent and Lenders of the full
amount of the particular Currency expressed to be payable pursuant to the
applicable Loan Document. The Administrative Agent shall, using all amounts
obtained or received from the Borrower pursuant to any such tender or recovery
in payment of principal of and interest on the Obligations, promptly purchase
the applicable Currency at the most favorable spot exchange rate determined by
the Administrative Agent to be available to it. The obligation of the Borrower
to make payments in the applicable Currency shall be enforceable as an
alternative or additional cause of action solely for the purpose of recovering
in the applicable Currency the amount, if any, by which such actual receipt
shall fall short of the full amount of the Currency expressed to be payable
pursuant to the applicable Loan Document.

                  Section 10.15. Interest. In no event shall the amount of
interest due or payable hereunder or under the Loans exceed the maximum rate of
interest allowed by applicable law, and in the event any such payment is
inadvertently made to any Lender by the Borrower or inadvertently received by
any Lender, then such excess sum shall be credited as a payment of principal,
unless the Borrower shall notify such Lender in writing that it elects to have
such excess sum returned forthwith. It is the express intent hereof that the
Borrower not pay and the Lenders not receive, directly or indirectly in any
manner whatsoever, interest in excess of that which may legally be paid by the
Borrower under applicable law.

                  Section 10.16. Interpretation. No provision of this Agreement
or any of the other Loan Documents shall be construed against or interpreted to
the disadvantage of any party hereto by any court or other governmental or
judicial authority by reason of such party having or being deemed to have
structured or dictated such provision.

                                      -97-
<PAGE>

                  Section 10.17. Counterparts; Integration; Effectiveness;
Electronic Execution.

                  (a) Counterparts; Integration; Effectiveness. This Agreement
         may be executed in counterparts (and by different parties hereto in
         different counterparts), each of which shall constitute an original,
         but all of which when taken together shall constitute a single
         contract. This Agreement and the other Loan Documents, and any separate
         letter agreements with respect to fees payable to the Administrative
         Agent, constitute the entire contract among the parties relating to the
         subject matter hereof and supersede any and all previous agreements and
         understandings, oral or written, relating to the subject matter hereof.
         Except as provided in Section 4.01, this Agreement shall become
         effective when it shall have been executed by the Administrative Agent
         and when the Administrative Agent shall have received counterparts
         hereof that, when taken together, bear the signatures of each of the
         other parties hereto. Delivery of an executed counterpart of a
         signature page of this Agreement by telecopy shall be effective as
         delivery of a manually executed counterpart of this Agreement.

                  (b) Electronic Execution of Assignments. The words
         "execution," "signed," "signature," and words of like import in any
         Assignment and Assumption 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 similar state laws based on the
         Uniform Electronic Transactions Act.

                                   Article XI

                            AMENDMENT AND RESTATEMENT

                  Section 11.01. Interrelationship with the Existing Credit
Agreement.

                  (a) As stated in the preamble hereof, this Agreement is
         intended to amend and restate the provisions of the Existing Credit
         Agreement and, except as expressly modified herein, (x) all of the
         terms and provisions of the Existing Credit Agreement shall continue to
         apply for the period prior to the Effective Date, including any
         determinations of payment dates, interest rates, Events of Default or
         any amount that may be payable to Administrative Agent or the Lenders,
         (y) the Obligations under the Existing Credit Agreement shall continue
         to be paid or prepaid on or prior to the Effective Date in accordance
         with the Existing Credit Agreement, and shall from and after the
         Effective Date continue to be owing and be subject to the terms of this
         Agreement and (z) this Agreement shall not be deemed to evidence or
         result in a novation or repayment of the Loans and reborrowing
         hereunder, but obligations under the Existing Credit Agreement and
         Liens securing payment and performance thereof shall in all respects be
         continuing as Obligations under this Agreement and Liens securing
         payment and performance thereof.

                                      -98-
<PAGE>

                  (b) All references in the other Loan Documents and the Loan
         Documents executed in connection with the Existing Credit Agreement
         (the "Original Loan Documents") to (i) the Existing Credit Agreement or
         the "Credit Agreement" shall be deemed to include references to this
         Agreement, as amended, restated, supplemented or otherwise modified
         from time to time, and (ii)(1) the "Banks" or a "Bank" shall be deemed
         to mean "Lenders" or a "Lender" as defined in this Agreement, (2) the
         "Agent" shall be deemed to mean the "Administrative Agent" as defined
         in this Agreement, and (3) the "Collateral Administrative Agent" shall
         be deemed to mean the "Collateral Agent" as defined in this Agreement.
         All Obligations of the Borrower under the Existing Credit Agreement
         shall be governed by this Agreement from and after the Effective Date.
         The Loan Documents executed in connection with the Existing Credit
         Agreement that are not superseded by corresponding Loan Documents
         executed and delivered in connection with this Agreement shall remain
         in full force and effect. All references to the Existing Credit
         Agreement in the Original Loan Documents shall be deemed to refer to
         this Agreement without further amendment thereof.

                  (c) Each Loan Party hereby acknowledges and agrees that each
         of the Original Loan Documents, as such Original Loan Document may be
         amended and restated on the Effective Date, to which such Loan Party is
         a party remains in full force and effect and hereby ratifies and
         reaffirms all of its respective payment and performance obligations,
         contingent or otherwise, under each of the Original Loan Documents, as
         such Original Loan Document may be amended and restated on the
         Effective Date, to which it is a party and, to the extent such Loan
         Party granted Liens on or security interests in any of its properties
         pursuant to any of the Original Loan Documents, as such Original Loan
         Document may be amended and restated on the Effective Date, as security
         for the Obligations, such Loan Party, as the case may be, hereby
         ratifies and reaffirms such grant of security and confirms and agrees
         that such Liens and security interests secure all of the Obligations
         and remain in full force and effect after giving effect to this
         Agreement. The execution, delivery and effectiveness of this Agreement
         shall not operate as a waiver of any right, power or remedy of the
         Administrative or any Lender under the Existing Credit Agreement or any
         Original Loan Document, nor constitute a waiver of any provision of the
         Existing Credit Agreement or any Original Loan Document, except as
         specifically set forth therein.

                  Section 11.02. Confirmation of Existing Obligations. The
Borrower and each other Loan Party acknowledges and agrees that as of the
Effective Date, the outstanding balance of the loans (including accrued interest
thereon but excluding all of the fees and expenses (including professional fees
and expenses) related thereto) under the Existing Credit Agreement was
$15,584,849.82 and that neither the Borrower nor any other Loan Party has any
defense, counterclaim or setoff with respect to the payment thereof.

                [Remainder of this page intentionally left blank]

                                      -99-

<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused Agreement to be duly
executed, under seal, by their respective authorized officers as of the day and
year first above written.



                                      BORROWER
                                      --------

                                      CADMUS COMMUNICATIONS CORPORATION
                                       a Virginia Corporation

                                      By:     /s/ Christopher T. Schools (SEAL)
                                      Name:   Christopher T. Schools
                                      Title:  Vice President and Treasurer



<PAGE>

                                      ADMINISTRATIVE AGENT:
                                      ---------------------

                                      WACHOVIA BANK, NATIONAL ASSOCIATION
                                       as Administrative Agent, Issuing Bank,
                                       Swing Line Lender, and a Lender

                                      By:     /s/ Willaim R. Goley (SEAL)
                                      Name:   Willaim R. Goley
                                      Title:  Director


<PAGE>

                                      LENDERS
                                      -------

                                      BANK OF AMERICA, N.A.,
                                       as Syndication Agent and Lender

                                      By:     /s/ Scott K. Mitchell (SEAL)
                                      Name:   Scott K. Mitchell
                                      Title:  Senior Vice President


<PAGE>

                                      BNP PARIBAS
                                       as Co-Documentation Agent and a Lender

                                      By:     /s/ Duane Helkowski (SEAL)
                                      Name:   Duane Helkowski
                                      Title:  Managing Director

                                      By:     /s/ Shayn March (SEAL)
                                      Name:   Shayn March
                                      Title:  Vice President



<PAGE>

                                      ING Capital LLC
                                       as Co-Documentation Agent and a Lender

                                      By:     /s/ Edward Carpenter (SEAL)
                                      Name:   Edward Carpenter
                                      Title:  Vice President




<PAGE>

                                      THE ROYAL BANK OF SCOTLAND PLC.
                                       as Co-Documentation Agent and a Lender

                                      By:     /s/ David Lucas (SEAL)
                                      Name:   David Lucas
                                      Title:  Senior Vice President



<PAGE>

                                      NATIONAL CITY BANK

                                      By:     /s/ Heather McIntyre (SEAL)
                                      Name:   Heather McIntyre
                                      Title:  Assistant Vice President

<PAGE>

                                      HARRIS TRUST AND SAVINGS BANK

                                      By:     /s/ Joann L. Holman (SEAL)
                                      Name:   Joann L. Holman
                                      Title:  Vice President