EXECUTION COPY

AMENDED AND
RESTATED

CREDIT AGREEMENT

Dated as of March
5, 2004

among

HEALTHTRONICS SURGICAL SERVICES, INC.
as Borrower,

and

THE SUBSIDIARIES
OF THE BORROWER
FROM TIME TO TIME PARTY HERETO,
as Guarantors,

THE LENDERS
FROM TIME TO TIME PARTY HERETO,

SUNTRUST BANK,
as Agent

and

SUNTRUST CAPITAL
MARKETS, INC.
(acting through its division SunTrust Robinson Humphrey),
as Sole Lead Arranger and Sole Book Manager

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TABLE OF CONTENTS

|SECTION 1  DEFINITIONS                                      | 1                                                         
|----------------------------------------------------------- | ----------------------------------------------------------
|1.1                                                         | Definitions.                                              
|1.2                                                         | Computation
  of Time Periods.                            
|1.3                                                         | Accounting
  Terms.                                       
|SECTION 2  CREDIT FACILITIES                                | 25                                                        
|2.1                                                         | Revolving Loans.                                          
|2.2                                                         | Letter of
  Credit Subfacility.                           
|2.3                                                         | Swingline
  Loan Subfacility.                             
|SECTION 3  OTHER PROVISIONS RELATING
  TO CREDIT FACILITIES | 34                                                        
|3.1                                                         | Default
  Rate.                                           
|3.2                                                         | Extension
  and Conversion.                               
|3.3                                                         | Prepayments.                                              
|3.4                                                         | Termination
  and Reduction of Revolving Committed Amount.
|3.5                                                         | Fees.                                                     
|3.6                                                         | Capital
  Adequacy.                                       
|3.7                                                         | Limitation
  on LIBOR Loans.                              
|3.8                                                         | Illegality.                                               
|3.9                                                         | Requirements
  of Law.                                    
|3.10                                                        | Treatment
  of Affected Loans.                            
|3.11                                                        | Taxes.                                                    
|3.12                                                        | Compensation.                                             
|3.13                                                        | Pro Rata
  Treatment.                                     
|3.14                                                        | Sharing of
  Payments.                                    
|3.15                                                        | Payments,
  Computations, Etc.                            
|3.16                                                        | Evidence
  of Debt.                                       
|3.17                                                        | Replacement
  of Affected Lenders.                        
|SECTION 4  GUARANTY                                         | 48                                                        
|4.1                                                         | The
  Guaranty.                                           
|4.2                                                         | Obligations
  Unconditional.                              
|4.3                                                         | Reinstatement.                                            
|4.4                                                         | Certain
  Additional Waivers.                             
|4.5                                                         | Remedies.                                                 
|4.6                                                         | Rights of
  Contribution.                                 
|4.7                                                         | Guarantee
  of Payment; Continuing Guarantee.             
|SECTION 5  CONDITIONS                                       | 51                                                        
|5.1                                                         | Closing
  Conditions.                                     
|5.2                                                         | Conditions
  to all Extensions of Credit.                 
|SECTION 6  REPRESENTATIONS AND
  WARRANTIES                 | 56                                                        
|6.1                                                         | Financial
  Condition.                                    
|6.2                                                         | No
  Material Change.                                     
|6.3                                                         | Organization
  and Good Standing.                         
|6.4                                                         | Power;
  Authorization; Enforceable Obligations.          
|6.5                                                         | No
  Conflicts.                                           
|6.6                                                         | No
  Default.                                             
|6.7                                                         | Ownership.                                                

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|6.8                              | Indebtedness.                                             | 58
|-------------------------------- | --------------------------------------------------------- | --
|6.9                              | Litigation.                                               | 59
|6.10                             | Taxes.                                                    | 59
|6.11                             | Compliance
  with Law.                                    | 59
|6.12                             | ERISA.                                                    | 59
|6.13                             | Corporate
  Structure; Capital Stock, Etc.                | 60
|6.14                             | Governmental
  Regulations, Etc.                          | 61
|6.15                             | Purpose of
  Loans and Letters of Credit.                 | 61
|6.16                             | Environmental
  Matters.                                  | 61
|6.17                             | Intellectual
  Property.                                  | 62
|6.18                             | Solvency.                                                 | 63
|6.19                             | Investments.                                              | 63
|6.20                             | Business
  Locations.                                     | 63
|6.21                             | Disclosure.                                               | 63
|6.22                             | No
  Burdensome Restrictions.                             | 63
|6.23                             | Brokers
  Fees.                                          | 63
|6.24                             | Labor
  Matters.                                          | 63
|6.25                             | Nature of
  Business.                                     | 64
|6.26                             | Representations
  and Warranties from Purchase Agreement. | 64
|6.27                             | Security
  Agreement and Pledge Agreement Schedules.      | 64
|SECTION 7  AFFIRMATIVE COVENANTS | 64                                                       
|7.1                              | Information
  Covenants.                                  | 64
|7.2                              | Preservation
  of Existence and Franchises.               | 67
|7.3                              | Books and
  Records.                                      | 68
|7.4                              | Compliance
  with Law.                                    | 68
|7.5                              | Payment of
  Taxes and Other Claims.                      | 68
|7.6                              | Insurance.                                                | 68
|7.7                              | Maintenance
  of Property.                                | 69
|7.8                              | Use of
  Proceeds.                                        | 69
|7.9                              | Audits/Inspections.                                       | 69
|7.10                             | Financial
  Covenants.                                    | 69
|7.11                             | New
  Subsidiaries.                                       | 70
|7.12                             | Pledged
  Assets.                                         | 71
|7.13                             | Upstreaming
  of Income from Consolidated Parties.        | 72
|7.14                             | Account
  Control Agreements.                             | 72
|7.15                             | Post
  Closing Items.                                     | 72
|SECTION 8  NEGATIVE COVENANTS    | 72                                                       
|8.1                              | Indebtedness.                                             | 72
|8.2                              | Liens.                                                    | 73
|8.3                              | Nature of
  Business.                                     | 74
|8.4                              | Consolidation,
  Merger, Dissolution, Etc.                | 74
|8.5                              | Asset
  Dispositions.                                     | 75
|8.6                              | Investments.                                              | 76
|8.7                              | Restricted
  Payments.                                    | 77
|8.8                              | Prepayment
  of Other Indebtedness, Etc.                  | 77
|8.9                              | Transactions
  with Insiders.                             | 78

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|8.10                          | Fiscal
  Year; Organizational Documents.                                  | 78
|----------------------------- | ------------------------------------------------------------------------- | --
|8.11                          | Limitation
  on Restricted Actions.                                       | 78
|8.12                          | Ownership
  of Subsidiaries.                                              | 78
|8.13                          | Sale
  Leasebacks.                                                        | 79
|8.14                          | Capital
  Expenditures.                                                   | 79
|8.15                          | No Further
  Negative Pledges.                                            | 79
|8.16                          | Operating
  Lease Obligations.                                            | 79
|8.17                          | Investments
  and Assets of Certain Credit Parties.                       | 79
|SECTION 9  EVENTS OF DEFAULT  | 80                                                                       
|9.1                           | Events of
  Default.                                                      | 80
|9.2                           | Acceleration;
  Remedies.                                                 | 82
|SECTION 10  AGENCY PROVISIONS | 83                                                                       
|10.1                          | Appointment
  and Authorization of Agent.                                 | 83
|10.2                          | Delegation
  of Duties.                                                   | 84
|10.3                          | Liability
  of Agent.                                                     | 84
|10.4                          | Reliance
  by Agent.                                                      | 84
|10.5                          | Notice of
  Default.                                                      | 85
|10.6                          | Credit
  Decision; Disclosure of Information by Agent.                    | 85
|10.7                          | Indemnification
  of Agent.                                               | 86
|10.8                          | Agent in
  its Individual Capacity.                                       | 86
|10.9                          | Successor
  Agent.                                                        | 87
|SECTION 11  MISCELLANEOUS     | 87                                                                       
|11.1                          | Notices.                                                                  | 87
|11.2                          | Right of
  Set-Off; Adjustments.                                          | 89
|11.3                          | Successors
  and Assigns.                                                 | 89
|11.4                          | No Waiver;
  Remedies Cumulative.                                         | 92
|11.5                          | Expenses;
  Indemnification.                                              | 92
|11.6                          | Amendments,
  Waivers and Consents.                                       | 93
|11.7                          | Counterparts.                                                             | 94
|11.8                          | Headings.                                                                 | 94
|11.9                          | Survival.                                                                 | 95
|11.10                         | Governing
  Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial. | 95
|11.11                         | Severability.                                                             | 96
|11.12                         | Entirety.                                                                 | 96
|11.13                         | Binding
  Effect; Termination.                                            | 96
|11.14                         | Confidentiality.                                                          | 96
|11.15                         | Source of
  Funds.                                                        | 97
|11.16                         | Regulation
  D.                                                           | 98
|11.17                         | Conflict.                                                                 | 98
|11.18                         | No
  Novation.                                                            | 98

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SCHEDULES

|Schedule 2.1(a)  | Lenders                                                 
|---------------- | --------------------------------------------------------
|Schedule 6.1(a)  | Material Transactions                                   
|Schedule 6.4     | Required Consents, Authorizations, Notices and
  Filings
|Schedule 6.13A   | Corporate Structure/Consolidated Parties                
|Schedule 6.13B   | Subsidiaries                                            
|Schedule 6.17    | Intellectual Property                                   
|Schedule 6.20(a) | Real Property Locations                                 
|Schedule 6.20(b) | Personal Property Collateral Locations                  
|Schedule 6.20(c) | Chief Executive Offices/Principal Places of Business    
|Schedule 7.6     | Insurance                                               
|Schedule 8.1     | Indebtedness                                            
|Schedule 8.2     | Liens                                                   
|Schedule 8.6     | Investments                                             

EXHIBITS

|Exhibit 1.1       | Form of Account Control Agreement       
|----------------- | ----------------------------------------
|Exhibit 2.1(b)(i) | Form of Notice of Borrowing             
|Exhibit 2.1(e)    | Form of Revolving Note                  
|Exhibit 2.3(d)    | Form of Swingline Note                  
|Exhibit 3.2       | Form of Notice of Extension/Conversion  
|Exhibit 7.1(c)    | Form of Officers Compliance Certificate
|Exhibit 7.11      | Form of Joinder Agreement               
|Exhibit 11.3      | Form of Assignment and Acceptance       

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AMENDED AND RESTATED CREDIT AGREEMENT

THIS
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 5,
2004 (as amended, modified, restated or supplemented from time to time, the Credit
Agreement), is by and among HEALTHTRONICS SURGICAL SERVICES, INC., a
Georgia corporation (the Borrower), the Guarantors (as defined herein),
the Lenders (as defined herein), SUNTRUST BANK, as Administrative Agent for
the Lenders (in such capacity, the Agent) and SUNTRUST CAPITAL MARKETS, INC.,
acting through its division SunTrust Robinson Humphrey, as Sole Lead Arranger
and Sole Book Manager (the Arranger).

W I T N E S S E T H

WHEREAS,
certain of the Lenders and other financial institutions have made available to
Borrower a $50,000,000 revolving credit facility, on the terms and conditions
contained in that certain Credit Agreement dated as of December __, 2001 (as
amended and in effect immediately prior to the date hereof, the Existing
Credit Agreement) by and among the Borrower, such Lenders, certain other
financial institutions, the Agent and the other parties thereto;

WHEREAS,
Borrower, Lenders and Agent desire to amend and restate the terms of the
Existing Credit Agreement in order to amend certain terms thereof, all pursuant
to the terms hereof to provide credit facilities in an aggregate amount of $25,000,000 (the Credit Facilities)
for the purposes hereinafter set forth; and

WHEREAS,
the Lenders have agreed to make the requested Credit Facilities available to
the Borrower on the terms and conditions hereinafter set forth;

NOW,
THEREFORE, IN CONSIDERATIONof the premises and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

SECTION 1

DEFINITIONS

| | 1.1     Definitions.
| | --------------------

As
used in this Credit Agreement, the following terms shall have the meanings
specified below unless the context otherwise requires:

| | Account
  Control Agreement means an account control agreement substantially in
  the form of Exhibit 1.1, or otherwise in form and substance
  satisfactory to the Agent. 
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                              
| | Acquired
  Companies means High Medical Technologies, High Medical Holdings and
  their respective Subsidiaries.                                                           
| |                                                                                                                                                                              
| | Acquisition,
  by any Person, means the acquisition by such Person, in a single transaction
  or in a series of related transactions, of all of the Capital Stock or all or

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| | substantially all of the Property of another Person,
  whether or not involving a merger or consolidation with such other Person and
  whether for cash, property, services, assumption of Indebtedness, securities
  or otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Adjusted
  Base Rate means the Base Rate plus the Applicable Percentage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Adjusted
  EBITDAshall
  mean, as of any date for the four fiscal quarter period ending on such date,
  the sum of (a) Consolidated Net Income, plus (b) an amount (other than
  the percentage of such amount that is attributable to minority interests)
  which, in the determination of Consolidated Net Income, has been deducted for
  (i) interest expense, (ii) income taxes, and (iii) depreciation and
  amortization expense, all as determined in accordance with GAAP, plus
  (c) any Partnership Syndication Losses, less
  (d) any extraordinary gains, other than Partnership Syndication Gains (to the
  extent such Partnership Syndication Gains do not exceed (x) from the period
  from the Closing Date through and including the fiscal quarter ended June 30,
  2005, $3,000,000 for such period and (y) $2,000,000 thereafter), less
  (e) EBITDA of the Acquired Companies.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Adjusted
  LIBOR Rate means the LIBOR Rate plus the Applicable Percentage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Affiliate
  means, with respect to any Person, any other Person (i) directly or
  indirectly controlling or controlled by or under direct or indirect common
  control with such Person or (ii) directly or indirectly owning or
  holding five percent (5%) or more of the Capital Stock in such Person.  For purposes of this definition, control
  when used with respect to any Person means the power to direct the management
  and policies of such Person, directly or indirectly, whether through the
  ownership of voting securities, by contract or otherwise; and the terms
  controlling and controlled have meanings correlative to the foregoing.                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Agency
  Services Address means SunTrust Bank, 303 Peachtree Street, NE, 25th
  Floor, Atlanta, Georgia 30308, Attention: 
  Agency Services  Ms. Dorris Folsom, or such other address as may be
  identified by written notice from the Agent to the Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Agent
  shall have the meaning assigned to such term in the heading hereof, together
  with any successors or assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Agent-Related
  Persons means the Agent (including any successor Agent), together with
  its Affiliates and the officers, directors, employees, agents and
  attorneys-in-fact of such Persons and Affiliates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Agents
  Fee Letter means that certain letter agreement, dated as of January 27,
  2004, between the Agent and the Borrower, as amended, modified, restated or
  supplemented from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Applicable
  Lending Office means, for each Lender, the office of such Lender (or of
  an Affiliate of such Lender) as such Lender may from time to time specify to
  the Agent and the Borrower by written notice as the office by which its LIBOR
  Loans are made and maintained.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

2

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| | Applicable
  Percentage means, for purposes of calculating the applicable interest
  rate for any day for any Loan, the applicable rate of the Unused Fee for any
  day for purposes of Section 3.5(a) or the applicable rate of the Letter
  of Credit Fee for any day for purposes of Section 3.5(b)(i), the
  appropriate applicable percentage corresponding to the Direct Leverage Ratio
  in effect as of the most recent Calculation Date:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|             |  |                                   |  | Applicable
  Percentage
|------------ |  | --------------------------------- |  | -----------------------
|             |  |                                   |  |                        
|             |  |                                   |  | For Revolving
  Loans  
|             |  |                                   |  |                        
|PricingLevel |  | Direct
  Leverage
  Ratio         |  | LIBOR Loans            
|             |  |                                   |  |                        
|I            |  | >
  2.00 to 1.0                   |  | 2.50%                  
|II           |  | >
  1.50 to 1.0  but< 2.00 to 1.0 |  | 2.25%                  
|III          |  | >
  1.00 to 1.0 but < 1.50 to 1.0 |  | 2.00%                  
|IV           |  | >
  0.50 to 1.0 but< 1.00 to 1.0  |  | 1.75%                  
|V            |  | < 0.50 to 1.0                     |  | 1.50%                  

| | The
  Applicable Percentages shall be determined and adjusted quarterly on the date
  (each a Calculation Date) two (2) Business Days after the date by
  which the Credit Parties are required to provide the officers certificate in
  accordance with the provisions of Section 7.1(c) for the most recently
  ended fiscal quarter of the Consolidated Parties; provided, however, that
  (i) the initial Applicable Percentages shall be based on Pricing Level
  II (as shown above) and shall remain at Pricing Level II until the
  Calculation Date for the fiscal quarter of the Consolidated Parties ending on
  June 30, 2004, on and after which time the Pricing Level shall be determined
  by the Direct Leverage Ratio as of the last day of the most recently ended
  fiscal quarter of the Consolidated Parties preceding the applicable
  Calculation Date and (ii) if the Credit Parties fail to provide the
  officers certificate to the Agency Services Address as required by
  Section 7.1(c) for the last day of the most recently ended fiscal
  quarter of the Consolidated Parties preceding the applicable Calculation
  Date, the Applicable Percentage from such Calculation Date shall be based on
  Pricing Level I until such time as an appropriate officers certificate is
  provided, whereupon the Pricing Level shall be determined by the Direct
  Leverage Ratio as of the last day of the most recently ended fiscal quarter
  of the Consolidated Parties preceding such Calculation Date.  Each Applicable Percentage shall be
  effective from one Calculation Date until the next Calculation Date.  Any adjustment in the Applicable
  Percentages shall be applicable to all existing Loans and Letters of Credit
  as well as any new Loans and Letters of Credit made or issued.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Application
  Period means, in respect of any Asset Disposition (other than an Excluded Asset Disposition
  or a Non-Excluded Asset Disposition), the period of 180 days following
  the consummation of such Asset Disposition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Arranger
  means SunTrust Robinson Humphrey, a division of SunTrust Capital Markets,
  Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

3

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| | Asset
  Disposition means any disposition (including pursuant to a Sale and
  Leaseback Transaction) of any or all of the Property (including without
  limitation the disposition by any Consolidated Party of Capital Stock of an
  Operating Affiliate) of any Consolidated Party whether by sale, lease,
  licensing, transfer or otherwise, but other than pursuant to any casualty or
  condemnation event; provided, however, that the term Asset
  Disposition shall be deemed to exclude any Equity Issuance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Asset
  Disposition Prepayment Event means, with respect to any Asset
  Disposition other than an Excluded Asset Disposition (i) the date thirty (30) Business Days following a Non-Excluded Asset Disposition and (ii) the failure of the Credit
  Parties to apply (or cause to be applied) the Net Cash Proceeds of such Asset
  Disposition (other than a
  Non-Excluded Asset Disposition)to Eligible Reinvestments during the
  Application Period for such Asset Disposition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Assignment
  and Acceptance means an Assignment and Acceptance substantially in the
  form of Exhibit 11.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Bankruptcy
  Code means the Bankruptcy Code in Title 11 of the United States Code, as
  amended, modified, succeeded or replaced from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Bankruptcy
  Event means, with respect to any Person, the occurrence of any of the
  following: (i) the entry of a decree or order for relief by a court or
  governmental agency in an involuntary case under any applicable bankruptcy,
  insolvency or other similar law now or hereafter in effect, or the
  appointment by a court or governmental agency of a receiver, liquidator,
  assignee, custodian, trustee, sequestrator (or similar official) of such
  Person or for any substantial part of its Property or the ordering of the
  winding up or liquidation of its affairs by a court or governmental agency;
  or (ii) the commencement against such Person of an involuntary case
  under any applicable bankruptcy, insolvency or other similar law now or
  hereafter in effect, or of any case, proceeding or other action for the
  appointment of a receiver, liquidator, assignee, custodian, trustee,
  sequestrator (or similar official) of such Person or for any substantial part
  of its Property or for the winding up or liquidation of its affairs, and such
  involuntary case or other case, proceeding or other action shall remain undismissed
  for a period of sixty (60) consecutive days, or the repossession or seizure
  by a creditor of such Person of a substantial part of its Property; or
  (iii) such Person shall commence a voluntary case under any applicable
  bankruptcy, insolvency or other similar law now or hereafter in effect, or
  consent to the entry of an order for relief in an involuntary case under any
  such law, or consent to the appointment of or the taking possession by a
  receiver, liquidator, assignee, secured creditor, custodian, trustee,
  sequestrator (or similar official) of such Person or for any substantial part
  of its Property or make any general assignment for the benefit of creditors;
  or (iv) such Person shall be unable to, or shall admit in writing its
  inability to, pay its debts generally as they become due.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Base Rate means the higher of (i) the rate which
  SunTrust announces from time to time as its prime lending rate, as in effect
  from time to time, or (ii) the Federal Funds rate, as in effect from time to
  time, plus one-half of one percent (1⁄2%) per annum (any changes in such rates
  to be effective as of the date of any change in such rate).  The SunTrust prime lending rate is a
  reference rate and does not necessarily represent the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

4

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---

| | lowest or best rate
  actually charged to any customer. 
  SunTrust may make commercial loans or other loans at rates of interest
  at, above, or below the SunTrust prime lending rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Base
  Rate Loan means any Loan bearing interest at a rate determined by reference
  to the Base Rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Borrower
  means the Person identified as such in the heading hereof, together with any
  permitted successors and assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Business
  Day means a day other than a Saturday, Sunday or other day on which commercial
  banks in Atlanta, Georgia or New York, New York are authorized or required by
  law to close, except that, when used in connection with a LIBOR Loan, such
  day shall also be a day on which dealings between banks are carried on in
  Dollar deposits in London, England.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Businesses
  means, at any time, a collective reference to the businesses operated by the
  Consolidated Parties at such time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Calculation
  Date shall have the meaning assigned to such term in the definition of
  Applicable Percentage set forth in this Section 1.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Capital
  Lease means, as applied to any Person, any lease of any Property
  (whether real, personal or mixed) by that Person as lessee which, in
  accordance with GAAP, is required to be accounted for as a capital lease on
  the balance sheet of that Person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Capital
  Stock means (i) in the case of a corporation, capital stock,
  (ii) in the case of an association or business entity, any and all
  shares, interests, participations, rights or other equivalents (however
  designated) of capital stock, (iii) in the case of a partnership,
  partnership interests (whether general or limited), (iv) in the case of
  a limited liability company, membership interests and (v) any other
  interest or participation that confers on a Person the right to receive a
  share of the profits and losses of, or distributions of assets of, the
  issuing Person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Cash
  Equivalents means, as at any date, (a) securities issued or
  directly and fully guaranteed or insured by the United States or any agency
  or instrumentality thereof (provided that the full faith and credit of the
  United States is pledged in support thereof) having maturities of not more
  than twelve months from the date of acquisition, (b) Dollar denominated
  time deposits and certificates of deposit of (i) any Lender,
  (ii) any domestic commercial bank of recognized standing having capital
  and surplus in excess of $500,000,000 or (iii) any bank whose short-term
  commercial paper rating from S&P is at least A-1 or the equivalent
  thereof or from Moodys is at least P-1 or the equivalent thereof (any such
  bank being an Approved Bank), in each case with maturities of not more than
  270 days from the date of acquisition, (c) commercial paper and variable
  or fixed rate notes issued by any Approved Bank (or by the parent company
  thereof) or any variable rate notes issued by, or guaranteed by, any domestic
  corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1
  (or the equivalent thereof) or better by Moodys and maturing within six
  months of the date of acquisition, (d) repurchase agreements entered
  into by any Person

5

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---

| | with a bank or trust company (including any of the
  Lenders) or recognized securities dealer having capital and surplus in excess
  of $500,000,000 for direct obligations issued by or fully guaranteed by the
  United States in which such Person shall have a perfected first priority
  security interest (subject to no other Liens) and having, on the date of
  purchase thereof, a fair market value of at least 100% of the amount of the
  repurchase obligations and (e) Investments, classified in accordance
  with GAAP as current assets, in money market investment programs registered
  under the Investment Company Act of 1940, as amended, which are administered
  by reputable financial institutions having capital of at least $500,000,000
  and the portfolios of which are limited to Investments of the character
  described in the foregoing subdivisions (a) through (d).                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Change of Control
  shall mean the occurrence of one or more of the following events: (a) any
  sale, lease, exchange or other transfer (in a single transaction or a series
  of related transactions) of all or substantially all of the assets of the
  Borrower to any Person or group (within the meaning of the Securities
  Exchange Act of 1934 and the rules of the Securities and Exchange Commission
  thereunder in effect on the date hereof), (b) the acquisition of ownership,
  directly or indirectly, beneficially or of record, by any Person or group
  (within the meaning of the Securities Exchange Act of 1934 and the rules of
  the Securities and Exchange Commission thereunder as in effect on the date
  hereof) of 30% or more of the outstanding shares of the Voting Stock of the
  Borrower; (c) occupation of a majority of the seats (other than vacant seats)
  on the board of directors of the Borrower by Persons who were neither (i)
  nominated by the current board of directors nor (ii) appointed by directors
  so nominated; or (d) Argil Wheelock shall cease to own beneficially at least
  5% of the Capital Stock of the Borrower.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Closing
  Date means the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Code
  means the Internal Revenue Code of 1986, as amended, and any successor
  statute thereto, as interpreted by the rules and regulations issued
  thereunder, in each case as in effect from time to time.  References to sections of the Code shall
  be construed also to refer to any successor sections.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Collateral
  means a collective reference to all real and personal Property (other than
  Excluded Property) with respect to which Liens
  in favor of the Agent are purported to be granted pursuant to and in
  accordance with the terms of the Collateral Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Collateral
  Documents means a collective reference to the Security Agreement, the
  Pledge Agreement, Account Control Agreement, the mortgage instruments and
  such other documents executed and delivered in connection with the attachment
  and perfection of the Agents security interests and liens arising
  thereunder, including without limitation, UCC financing statements and patent
  and trademark filings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Commitment
  means (i) with respect to each Lender, the Revolving Commitment of such
  Lender, (ii) with respect to the Issuing Lender, the LOC Commitment and
  (iii) with respect to the Swingline Lender, the Swingline Commitment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Consolidated
  Capital Expenditures means, as of any date for the four fiscal quarter
  period ending on such date with respect to the Consolidated Parties on a                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

6

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---

| | consolidated basis, all capital expenditures, as
  determined in accordance with GAAP; provided, however, that
  Consolidated Capital Expenditures shall not include Eligible Reinvestments
  made with proceeds of any Involuntary Disposition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Consolidated
  Cash Taxes means, as of any date for the four fiscal quarter period
  ending on such date with respect to the Consolidated Parties on a
  consolidated basis, the aggregate of all taxes, as determined in accordance
  with GAAP, to the extent the same are paid in cash during such period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Consolidated
  Interest Expense means, for the Consolidated Parties for any
  period determined on a consolidated basis in accordance with GAAP, the sum of
  (i) total interest expense, including without limitation the interest
  component of any payments in respect of Capital Leases capitalized or
  expensed during such period(whether or not actually paid during
  such period)plus(ii) the net amount payable (or minus
  the net amount receivable) under interest rate protection Hedging Agreements
  during such period (whether or not actually paid or received during such
  period).                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Consolidated
  Net Income shall mean, as of any date for the four fiscal quarter period
  ending on such date with respect to the Consolidated Parties on a
  consolidated basis, net income, as determined in accordance with GAAP
  (including the deduction of the minority interest share thereof).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Consolidated Net Worth shall
  mean, as of any date with respect to the Consolidated Parties on a
  consolidated basis, shareholders equity or net worth, as determined in
  accordance with GAAP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Consolidated
  Parties means a collective reference to the Borrower, the Subsidiaries
  of the Borrower, each of the Persons identified on Schedule 6.13A,  any Person that the Borrower consolidates
  or is required by GAAP to consolidate and
  any other Person engaged in the business of providing urologic and orthopedic
  services in which the Borrower directly or indirectly owns Capital Stock and Consolidated Party
  means any one of them.                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Consolidated
  Scheduled Funded Debt Payments means, as of any date for the four fiscal
  quarter period ending on such date with respect to the Consolidated Parties
  on a consolidated basis, the sum of all scheduled payments of principal on
  Indebtedness as determined in accordance with GAAP.  For purposes of this definition, scheduled payments of
  principal (i) shall be determined
  without giving effect to any reduction of such scheduled payments
  resulting from the application of any voluntary or mandatory prepayments made during the applicable period,
  (ii) shall be deemed to include the implied principal component
  of payments due on Capital Leases and Synthetic Leases and (iii) shall
  not include any voluntary prepayments or mandatory prepayments required
  pursuant to Section 3.3.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Continue,
  Continuation and Continued shall refer to the continuation
  pursuant to Section 3.2 hereof of a LIBOR Loan from one Interest Period
  to the next Interest Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

7

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---

| | Convert,
  Conversion and Converted shall refer to a conversion
  pursuant to Section 3.2 or Sections 3.7 through 3.12, inclusive, of
  a Base Rate Loan into a LIBOR Loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Credit
  Documents means a collective reference to this Credit Agreement, the
  Notes, the LOC Documents, each Joinder Agreement, the Agents Fee Letter, the
  Collateral Documents and all other related agreements and documents issued or
  delivered hereunder or thereunder or pursuant hereto or thereto (in each case
  as the same may be amended, modified, restated, supplemented, extended,
  renewed or replaced from time to time), and Credit Document means any one
  of them.                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Credit
  Facilities shall have the meaning assigned to such term in the recitals
  hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Credit
  Parties means a collective reference to the Borrower and the Guarantors,
  and Credit Party means any one of them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Credit
  Party Obligations means, without duplication, (i) all of the obligations
  of the Credit Parties to the Lenders (including the Issuing Lender) and the
  Agent, whenever arising, under this Credit Agreement, the Notes, the
  Collateral Documents or any of the other Credit Documents (including, but not
  limited to, any interest accruing after the occurrence of a Bankruptcy Event
  with respect to any Credit Party, regardless of whether such interest is an
  allowed claim under the Bankruptcy Code) and (ii) all liabilities and
  obligations, whenever arising, owing from the Borrower to any Lender, or any
  Affiliate of a Lender, arising under any Hedging Agreement.                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Debt
  Issuance means the issuance by any Consolidated Party of any
  Indebtedness of the type referred to in clause (a) or (b) of the definition
  thereof set forth in this Section 1.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Debt
  Issuance Prepayment Event means the receipt by any Consolidated Party of
  proceeds from any Debt Issuance other than an Excluded Debt Issuance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Default
  means any event, act or condition which with notice or lapse of time, or
  both, would constitute an Event of Default.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Defaulting
  Lender means, at any time, any Lender that, as determined by the Agent,
  (a) has failed to make a Loan or purchase a Participation Interest
  required pursuant to the terms of this Credit Agreement within one Business
  Day of when due, (b) other than as set forth in (a) above, has failed to
  pay to the Agent or any Lender an amount owed by such Lender pursuant to the
  terms of this Credit Agreement within one Business Day of when due, unless
  such amount is subject to a good faith dispute or (c) has been deemed
  insolvent or has become subject to a bankruptcy or insolvency proceeding or
  with respect to which (or with respect to any of the assets of which) a
  receiver, trustee or similar official has been appointed.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Direct
  Fixed Charge Coverage Ratio means,
  as of the end of any fiscal quarter of the Consolidated Parties for the four
  fiscal quarter period ending on such date with respect                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

8

---

---

| | to the Consolidated
  Parties on a consolidated basis, the ratio of (a) the sum of (i)
  Adjusted EBITDA for such period minus (ii) Consolidated Capital
  Expenditures for such period minus (iii) Consolidated Cash Taxes
  for such period to (b) the sum of (i) Direct Interest Expense (to
  the extent paid in cash) for such period plus (ii) Direct
  Scheduled Funded Debt Payments for such period plus
  (iii) Restricted Payments other than minority interest expenses deducted
  in the calculation of Consolidated Net Income and distributions from
  subsidiary entities made in the normal course of business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Direct
  Funded Debt means, as of any date of determination, the sum of (a) all
  Indebtedness of the Consolidated Parties, other than the Indebtedness of the
  Acquired Companies and other than Indebtedness of Operating Affiliates, in each case, measured on a
  consolidated basis as of such date plus (b) the Borrowers pro rata
  portion of Indebtedness of Operating
  Affiliates measured on a
  consolidated basis as of such date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Direct
  Interest Expense means, as of any date of determination, without
  duplication, (a) Consolidated Interest Expense as of such date minus
  (b) to the extent included in Consolidated Interest Expense, interest expense
  of the Acquired Companies and Operating Affiliates determined in accordance
  with GAAP plus (c) to the extent deducted pursuant to clause (b), the
  Borrowers pro rata portion of interest expense of Operating Affiliates
  determined in accordance with GAAP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Direct
  Leverage Ratio means, as of the end of any fiscal quarter of the four
  fiscal quarter period ending on such date with respect to the Consolidated
  Parties on a consolidated basis, the ratio of (a) Direct Funded Debt on the
  last day of such period to (b) Adjusted EBITDA for such period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Direct
  Scheduled Funded Debt Payments means, as of any date of
  determination, without duplication, (a) Consolidated Scheduled Funded Debt
  Payments as of such date minus (b) to the extent included in
  Consolidated Scheduled Funded Debt Payments, scheduled payments of principal
  on Indebtedness of the Acquired Companies and Operating Affiliates determined
  in accordance with GAAP plus (c) to the extent deducted pursuant to
  clause (b), the Borrowers pro rata portion of scheduled payments of
  principal on Indebtedness of Operating Affiliates determined in accordance
  with GAAP.  For purposes of this definition, scheduled payments of principal
  (i) shall be determined without
  giving effect to any reduction of such scheduled payments resulting
  from the application of any voluntary or mandatory prepayments made during the applicable period, (ii) shall be
  deemed to include the implied principal component of payments due on
  Capital Leases and Synthetic Leases and (iii) shall not include any
  voluntary prepayments or mandatory prepayments required pursuant to
  Section 3.3.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Dollars
  and $ means dollars in lawful currency of the United States.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Domestic
  Subsidiary means any direct or indirect Subsidiary of the Borrower which
  is incorporated or organized under the laws of any State of the United States
  or the District of Columbia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | EBITDA
  of the Acquired Companies means, as of any date for the four fiscal
  quarter period ending on such date, the sum of (a) net income of the Acquired
  Companies,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

9

---

---

| | as determined in accordance with GAAP, plus
  (b) an amount (other than the percentage of such amount that is attributable
  to minority interests) which, in the determination of net income of the
  Acquired Companies, has been deducted for (i) interest expense, (ii) income
  taxes, and (iii) depreciation and amortization expense, all as determined in
  accordance with GAAP, less (c)
  any extraordinary gains of the Acquired Companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Eligible
  Assignee means (i) a Lender, (ii) an Affiliate of a Lender and
  (iii) any other Person (other than a natural Person) approved by the
  Agent and the Issuing Lender and, unless (a) such Person is taking
  delivery of an assignment in connection with physical settlement of a credit
  derivatives transaction or (b) an Event of Default has occurred and is
  continuing, the Borrower (each such approval not to be unreasonably withheld
  or delayed); provided, however, that neither the Borrower nor
  an Affiliate of the Borrower shall qualify as an Eligible Assignee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Eligible
  Reinvestment means (i) any acquisition (whether or not constituting
  a capital expenditure, but not constituting an Acquisition) of assets or any business
  (or any substantial part thereof) used or useful in the same or a similar
  line of business as the Borrower and its Subsidiaries were engaged in on the
  Closing Date (or any reasonable extensions or expansions thereof) and
  (ii) any Permitted Acquisition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Environmental
  Laws means any and all lawful and applicable Federal, state, local and
  foreign statutes, laws (including, without limitation, the Comprehensive
  Environmental Response, Compensation and Liability Act of 1980, the Resource
  Conservation and Recovery Act of 1976, the Toxic Substances Control Act, the
  Water Pollution Control Act, the Clean Air Act and the Hazardous Materials
  Transportation Act), regulations, ordinances, rules, judgments, orders,
  decrees, permits, concessions, grants, franchises, licenses, agreements or
  other governmental restrictions relating to the environment or to emissions,
  discharges, releases or threatened releases of pollutants, contaminants,
  chemicals, or industrial, toxic or hazardous substances or wastes into the
  environment including, without limitation, ambient air, surface water, ground
  water, or land, or otherwise relating to the manufacture, processing,
  distribution, use, treatment, storage, disposal, transport, or handling of
  pollutants, contaminants, chemicals, or industrial, toxic or hazardous
  substances or wastes.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Equity
  Issuance means any issuance by any Consolidated Party to any Person of
  (a) shares of its Capital Stock, (b) any shares of its Capital
  Stock pursuant to the exercise of options or warrants, (c) any shares of
  its Capital Stock pursuant to the conversion of any debt securities to equity
  or (d) any options or warrants relating to its Capital Stock.  The term Equity Issuance shall not be
  deemed to include any Asset Disposition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Equity
  Issuance Prepayment Event means the receipt by any Consolidated Party of
  proceeds from any Equity Issuance other than an Excluded Equity Issuance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ERISA
  means the Employee Retirement Income Security Act of 1974, as amended, and
  any successor statute thereto, as interpreted by the rules and regulations
  thereunder, all as the same may be in effect from time to time.  References to sections of ERISA shall be
  construed also to refer to any successor sections.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

10

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| | ERISA
  Affiliate means an entity which is under common control with any
  Consolidated Party within the meaning of Section 4001(a)(14) of ERISA,
  or is a member of a group which includes any Consolidated Party and which is
  treated as a single employer under Sections 414(b) or (c) of the Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ERISA
  Event means (i) with respect to any Plan, the occurrence of a
  Reportable Event or the substantial cessation of operations (within the
  meaning of Section 4062(e) of ERISA); (ii) the withdrawal by any
  Consolidated Party or any ERISA Affiliate from a Multiple Employer Plan
  during a plan year in which it was a substantial employer (as such term is
  defined in Section 4001(a)(2) of ERISA), or the termination of a
  Multiple Employer Plan; (iii) the distribution of a notice of intent to
  terminate or the actual termination of a Plan pursuant to
  Section 4041(a)(2) or 4041A of ERISA; (iv) the institution of
  proceedings to terminate or the actual termination of a Plan by the PBGC
  under Section 4042 of ERISA; (v) any event or condition which might
  constitute grounds under Section 4042 of ERISA for the termination of,
  or the appointment of a trustee to administer, any Plan; (vi) the
  complete or partial withdrawal of any Consolidated Party or any ERISA
  Affiliate from a Multiemployer Plan; (vii) the conditions for imposition
  of a lien under Section 302(f) of ERISA exist with respect to any Plan;
  or (viii) the adoption of an amendment to any Plan requiring the
  provision of security to such Plan pursuant to Section 307 of ERISA.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Event
  of Default shall have the meaning assigned to such term in
  Section 9.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Excess
  Proceeds shall have the meaning assigned to such term in
  Section 7.6(b).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Excluded
  Asset Disposition means, with respect to any Consolidated Party, any
  Asset Disposition consisting of (i) the sale, lease, license, transfer
  or other disposition of inventory in the ordinary course of such Consolidated
  Partys business, (ii) the sale, lease, license, transfer or other
  disposition of machinery and equipment no longer used or useful in the
  conduct of such Consolidated Partys business, (iii) any sale, lease,
  license, transfer or other disposition of Property by such Consolidated Party
  to any Credit Party; provided that the Credit Parties shall cause to
  be executed and delivered such documents, instruments and certificates as the
  Agent may request so as to cause the Credit Parties to be in compliance with
  the terms of Section 7.12 after giving effect to such transaction,
  (iv) any Involuntary Disposition by such Consolidated Party,
  (v) any Asset Disposition by such Consolidated Party constituting a
  Permitted Investment; (vi) if such Consolidated Party is not a Credit
  Party, any sale, lease, license, transfer or other disposition of Property by
  such Consolidated Party to any Consolidated Party that is not a Credit Party;
  and (vii) any Lithrotripsy Disposition or Orthotripsy Disposition.            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Excluded
  Debt Issuance means any Debt Issuance permitted by Section 8.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Excluded
  Equity Issuance means any Equity Issuance by any Consolidated Party to
  any Credit Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Excluded
  Property means, with respect to any Consolidated Party, including any
  Person that becomes a Consolidated Party after the Closing Date as
  contemplated by Section 7.11, (i) any leased real or personal
  Property of such Consolidated Party which is located outside of the United
  States, (ii) any owned real or personal Property of such                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

11

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| | Consolidated Party which is located outside of the
  United States and which has a net book value of less than $250,000, provided
  that the aggregate net book value of all real Property of all of the
  Consolidated Parties excluded pursuant to this clause (ii) shall not exceed
  $500,000, (iii) any owned real Property of such Consolidated Party which
  has a net book value of less than $250,000, provided that the
  aggregate net book value of all real Property of all of the Consolidated
  Parties excluded pursuant to this clause (iii) shall not exceed
  $500,000,(iv) any leased real Property of such Credit Party
  which, at the written request of the Borrower, the Agent has agreed in
  writing in its sole discretion is not material, (v) any leased personal
  Property of such Consolidated Party, and (vi) any Property of such
  Consolidated Party which, subject to the terms of Section 8.11 and
  Section 8.15, is subject to a Lien of the type described in
  Section 8.2(g) pursuant to documents which prohibit such Consolidated Party
  from granting any other Liens in such Property.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Executive
  Officer of any Person means any of the chief executive officer, chief
  operating officer, president, vice president, chief financial officer or
  treasurer of such Person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Federal
  Funds Rate means, for any day, the rate per annum (rounded upwards to
  the nearest 1/100 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 on the Business Day next succeeding such day; provided
  that (a) if such day is not a Business Day, the Federal Funds Rate for
  such day shall be such rate on such transactions on the next preceding
  Business Day as so published on the next succeeding Business Day, and
  (b) if no such rate is so published on such next succeeding Business
  Day, the Federal Funds Rate for such day shall be the average rate charged to
  SunTrust on such day on such transactions as determined by the Agent.                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Fees
  means all fees payable pursuant to Section 3.5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | FIRREA
  means the Financial Institutions Reform, Recovery, and Enforcement Act of
  1989, as amended, and any successor statute thereto, as interpreted by the
  rules and regulations thereunder, as amended, including, without limitation,
  12 CFR part 34.41 to 34.47.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Foreign
  Subsidiary means any direct or indirect Subsidiary of the Borrower which
  is not a Domestic Subsidiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Fully
  Satisfied means, with respect to the Credit Party Obligations as of any
  date, that, as of such date, (a) all principal of and interest accrued
  to such date which constitute Credit Party Obligations shall have been
  irrevocably paid in full in cash, (b) all fees, expenses and other
  amounts then due and payable which constitute Credit Party Obligations shall
  have been irrevocably paid in cash, (c) all outstanding Letters of
  Credit shall have been (i) terminated, (ii) fully irrevocably cash
  collateralized or (iii) secured by one or more letters of credit on
  terms and conditions, and with one or more financial institutions, reasonably
  satisfactory to the Issuing Lender and (d) the Commitments shall have
  expired or terminated in full.                                                                                                                                                                                                                                                                                                                                       

12

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| | GAAP
  means generally accepted accounting principles in the United States applied
  on a consistent basis and subject to the terms of Section 1.3 (except,
  in respect of Synthetic Leases, as otherwise treated herein).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Governmental
  Authority means any Federal, state, local or foreign court or
  governmental agency, authority, instrumentality or regulatory body.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Guarantors
  means each of the Persons identified as a Guarantor on the signature pages
  hereto and each Person which may hereafter execute a Joinder Agreement
  pursuant to Section 7.11, together with their successors and permitted
  assigns, and Guarantor means any one of them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Guaranty
  Obligations means, with respect to any Person, without duplication, any
  obligations of such Person (other than endorsements in the ordinary course of
  business of negotiable instruments for deposit or collection) guaranteeing or
  intended to guarantee any Indebtedness of any other Person in any manner,
  whether direct or indirect, and including without limitation any obligation,
  whether or not contingent, (i) to purchase any such Indebtedness or any
  Property constituting security therefor, (ii) to advance or provide
  funds or other support for the payment or purchase of any such Indebtedness
  or to maintain working capital, solvency or other balance sheet condition of
  such other Person (including without limitation keep well agreements,
  maintenance agreements, comfort letters or similar agreements or
  arrangements) for the benefit of any holder of Indebtedness of such other
  Person, (iii) to lease or purchase Property, securities or services
  primarily for the purpose of assuring the holder of such Indebtedness, or
  (iv) to otherwise assure or hold harmless the holder of such Indebtedness
  against loss in respect thereof.  The
  amount of any Guaranty Obligation hereunder shall (subject to any limitations
  set forth therein) be deemed to be an amount equal to the outstanding
  principal amount (or maximum principal amount, if larger) of the Indebtedness
  in respect of which such Guaranty Obligation is made.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Hedging
  Agreements means any interest rate protection agreement or foreign
  currency exchange agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | High
  Medical Holdings means HMT Holding AG, a corporation organized under the
  laws of Switzerland.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | High
  Medical Technologies means HMT High Medical Technologies AG, a
  corporation organized under the laws of Switzerland.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | HMT
  Credit Documents means [documents evidencing existing HMT Indebtedness].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Indebtedness of
  any Person means, without duplication, (i) obligations of such Person for
  borrowed money, (ii) obligations of such Person evidenced by bonds,
  debentures, notes or other similar instruments, (iii) obligations of such
  Person in respect of the deferred purchase price of property or services
  (other than trade payables incurred in the ordinary course of business on
  terms customary in the trade), (iv) obligations of such Person under any
  conditional sale or other title retention agreement(s) relating to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

13

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| | property acquired by such
  Person, (v) obligations under Capital Leases of such Person, (vi)
  obligations, contingent or otherwise, of such Person in respect of letters of
  credit, acceptances or similar extensions of credit, (vii) Guaranty
  Obligations of such Person, (viii) all indebtedness of a third party secured
  by any Lien on property owned by such Person, whether or not such
  indebtedness has been assumed by such Person, (ix) all obligations of such Person,
  contingent or otherwise, to purchase, redeem, retire or otherwise acquire for
  value any Capital Stock of such Person, (x) any off-balance sheet liability
  retained in connection with asset securitization programs, Synthetic Lease,
  sale and leaseback transactions or other similar obligations arising with
  respect to any other transaction which is the functional equivalent of or
  takes the place of borrowing but which does not constitute a liability on the
  consolidated balance sheet of such Person and its Subsidiaries and (xi)
  obligations under any Hedging Agreement.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Indemnified
  Party shall have the meaning assigned to such term in
  Section 11.5(b).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Interest
  Coverage Ratio means, as of the end of any fiscal quarter of the Consolidated
  Parties for the four fiscal quarter period ending on such date, the ratio of
  (a) Total Adjusted EBITDA for such period to (b) Consolidated
  Interest Expense for such period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Interest
  Payment Date means (a) as to Base Rate Loans, the first Business
  Day following the last Business Day of each March, June, September and
  December, the date of repayment of principal of such Loan and the Maturity
  Date, and (b) as to LIBOR Loans, the last day of each applicable
  Interest Period, the date of repayment of principal of such Loan and the
  Maturity Date, and in addition where the applicable Interest Period for a
  LIBOR Loan is greater than three months, then also the date three months from
  the beginning of the Interest Period and each three months thereafter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Interest Period shall
  mean with respect to LIBOR Loans, a period of one, two, three or six months
  duration, as the Borrower may elect, commencing, in each case, on the date of
  the borrowing thereof (including continuations and conversions thereof); provided,
  however, (a) if any Interest Period would end on a day which is
  not a Business Day, such Interest Period shall be extended to the next
  succeeding Business Day (except that where the next succeeding Business Day
  falls in the next succeeding calendar month, then on the next preceding
  Business Day), (b) no Interest Period shall extend beyond the Maturity
  Date and (c) where an Interest Period begins on a day for which there is
  no numerically corresponding day in the calendar month in which the Interest
  Period is to end, such Interest Period shall end on the last Business Day of
  such calendar month.                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Investment
  in any Person means (a) any Acquisition of such Person, (b) any
  other acquisition of Capital Stock, bonds, notes, debentures, partnership,
  joint ventures or other ownership interests or other securities of such other
  Person, (c) any deposit with, or advance, loan or other extension of
  credit to, such Person (other than deposits made in connection with the purchase
  of equipment inventory and supplies in the ordinary course of business) or
  (d) any other capital contribution to or investment in such Person,
  including, without limitation, any Guaranty Obligations (including any
  support for a letter of credit issued on behalf of such Person) incurred for
  the benefit of such Person and any Asset Disposition to                                                                                                                                                                                                                                                                                                                          

14

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| | such Person for consideration less than the fair
  market value of the Property disposed in such transaction, but excluding any
  Restricted Payment to such Person. 
  Investments which are capital contributions or purchases of Capital
  Stock which have a right to participate in the profits of the issuer thereof
  shall be valued at the amount (or, in the case of any Investment made with
  Property other than cash, the book value of such Property) actually
  contributed or paid (including cash and non-cash consideration and any
  assumption of Indebtedness) to purchase such Capital Stock as of the date of
  such contribution or payment. 
  Investments which are loans, advances, extensions of credit or
  Guaranty Obligations shall be valued at the principal amount of such loan,
  advance or extension of credit outstanding as of the date of determination
  or, as applicable, the principal amount of the loan or advance outstanding as
  of the date of determination actually guaranteed by such Guaranty Obligation.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Involuntary
  Disposition means any loss of, damage to or destruction of, or any
  condemnation or other taking for public use of, any Property of any
  Consolidated Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Involuntary
  Disposition Prepayment Event means, with respect to any Involuntary
  Disposition, the failure of the Credit Parties to apply (or cause to be
  applied) an amount equal to the Excess Proceeds of such Involuntary
  Disposition, if any, either (i) to prepay the Loans (and cash
  collateralize the LOC Obligations) in accordance with the terms of
  Section 3.3(b)(ii)(C) or (ii) to make Eligible Reinvestments
  (including but not limited to the repair or replacement of the Property affected
  by such Involuntary Disposition) within the period of 180 days following the
  date of receipt of such Excess Proceeds, subject to the terms and conditions
  of Section 7.6(b).                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Issuing
  Lender means SunTrust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Joinder
  Agreement means a Joinder Agreement substantially in the form of Exhibit 7.11
  hereto, executed and delivered by a new Guarantor in accordance with the
  provisions of Section 7.11.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Lender
  means any of the Persons identified as a Lender on the signature pages
  hereto, and any Person which may become a Lender by way of assignment in
  accordance with the terms hereof, together with their successors and
  permitted assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Letter
  of Credit means any letter of credit issued by the Issuing Lender for
  the account of the Borrower in accordance with the terms of Section 2.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Letter
  of Credit Fee shall have the meaning assigned to such term in
  Section 3.5(b)(i).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | LIBOR
  Loan means any Loan that bears interest at a rate based upon the LIBOR
  Rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | LIBOR
  Rate means, relative to any Interest Period for each LIBOR Loan
  in any applicable currency, the rate per annum quoted at or about 11:00 a.m.
  (London, England time) two Business Days before the commencement of such
  Interest Period on that page of the Reuters, Telerate or Bloombergs
  reporting service (as then being used by the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

15

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| | Agent to obtain such interest rate quotes) that
  displays British Bankers Association interest settlement rates for deposits
  in the applicable currency of such LIBOR Loan, or if such page or such
  service shall cease to be available, such other page or other service (as the
  case may be) for the purpose of displaying British Bankers Association
  interest settlement rates as reasonably determined by the Agent upon advising
  the Borrower as to the use of any such other service.  If for any reason any such settlement
  interest rate for such Interest Period is not available through any such
  interest rate reporting service, then the LIBOR Rate with respect to such
  LIBOR Loan will be the rate at which the Agent is offered deposits for such
  applicable currency in the equivalent in Dollars of $5,000,000 for a period
  approximately equal to such Interest Period in the London interbank market at
  10:00 a.m. (New York time) two Business Days before the commencement of such
  Interest Period.  Such interest rates
  with respect to any LIBOR Loan will be subject to the provisions of this
  Credit Agreement, including, without limitation, Sections 3.6, 3.7, 3.8 and
  3.9 and costs of compliance with any applicable cash ratio and special
  deposit requirements of the Bank of England and/or the bank supervision and
  other mandatory costs imposed by any Governmental Authority during the
  relevant period as determined by the Agent in accordance with customary
  conventions and practices in the London interbank market (without duplication
  of any adjustments already taken into account in determining the applicable
  increased costs pursuant to the provisions of this Credit Agreement in
  respect of reserve adjustments or other increased funding costs, including,
  without limitation, Sections 3.6, 3.7, 3.8 and 3.9 hereof,and subject to
  Lender mitigation and sunset provisions).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Lien
  means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
  security interest, encumbrance, lien (statutory or otherwise), preference,
  priority or charge of any kind (including any agreement to give any of the
  foregoing, any conditional sale or other title retention agreement, any
  financing or similar statement or notice filed under the Uniform Commercial
  Code as adopted and in effect in the relevant jurisdiction or other similar
  recording or notice statute, and any lease in the nature thereof).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Lithotripsy
  Affiliate means any Affiliate of the Borrower that (i) engages or is
  about to engage in the business of providing lithotripsy services or (ii)
  directly or indirectly owns the Capital Stock of any Person described in
  clause (i) above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Lithotripsy
  Disposition means any Asset Disposition of Capital Stock of any
  Lithotripsy Affiliate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Loan
  or Loans means the Revolving Loans or the Swingline Loans (or a portion of any Revolving Loan
  bearing interest at the Adjusted Base Rate or the Adjusted LIBOR Rate and
  referred to as a Base Rate Loan or a LIBOR Loan) and/or the Swingline Loans
  (or any Swingline Loan bearing interest at the Adjusted Base Rate and
  referred to as a Base Rate Loan), individually or collectively, as appropriate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | LOC
  Commitment means the commitment of the Issuing Lender to issue Letters
  of Credit in an aggregate face amount at any time outstanding (together with
  the amounts of any unreimbursed drawings thereon) of up to the LOC Committed
  Amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

16

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| | LOC
  Committed Amount shall have the meaning assigned to such term in
  Section 2.2.                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | LOC
  Documents means, with respect to any Letter of Credit, such Letter of
  Credit, any amendments thereto, any documents delivered in connection
  therewith, any application therefor, and any agreements, instruments,
  guarantees or other documents (whether general in application or applicable
  only to such Letter of Credit) governing or providing for (i) the rights
  and obligations of the parties concerned or at risk or (ii) any
  collateral security for such obligations.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | LOC
  Obligations means, at any time, without duplication, the sum of
  (i) the maximum amount which is, or at any time thereafter may become,
  available to be drawn under Letters of Credit then outstanding, assuming
  compliance with all requirements for drawings referred to in such Letters of
  Credit plus (ii) the aggregate amount of all drawings under Letters of
  Credit honored by the Issuing Lender but not theretofore reimbursed by the
  Borrower.                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Material
  Adverse Effect means a material adverse effect on (i) the condition
  (financial or otherwise), operations, business, assets, liabilities or
  prospects of the Consolidated Parties taken as a whole, (ii) the ability
  of any Credit Party to perform any material obligation under the Credit
  Documents to which it is a party or (iii) the material rights and
  remedies of the Agent and the Lenders under the Credit Documents.                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Materials
  of Environmental Concern means any gasoline or petroleum (including
  crude oil or any fraction thereof) or petroleum products or any hazardous or
  toxic substances, materials or wastes, defined or regulated as such in or
  under any Environmental Laws, including, without limitation, asbestos,
  polychlorinated biphenyls and urea-formaldehyde insulation.                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Maturity
  Date means _______ __, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Moodys
  means Moodys Investors Service, Inc., or any successor or assignee of the
  business of such company in the business of rating securities.                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Multiemployer
  Plan means a Plan which is a multiemployer plan as defined in
  Sections 3(37) or 4001(a)(3) of ERISA.                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Multiple
  Employer Plan means a Plan (other than a Multiemployer Plan) which any
  Consolidated Party or any ERISA Affiliate and at least one employer other
  than the Consolidated Parties or any ERISA Affiliate are contributing
  sponsors.                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Net
  Cash Flow means, with respect to any fiscal year period of the
  Consolidated Parties on a consolidated basis, an amount equal to the net
  change in cash as reported on the statement of cash flows of the Consolidated
  Parties required to be delivered pursuant to Section 7.1(a).                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Net
  Cash Proceeds means the aggregate cash or Cash Equivalents proceeds
  received by any Consolidated Party in respect of any Asset Disposition,
  Equity Issuance,                                                                                                                                                                                                                                                                                                                            

17

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| | Debt Issuance or Involuntary Disposition, net of
  (a) direct costs incurred in connection therewith (including, without
  limitation, legal, accounting and investment banking fees, and sales
  commissions), (b) taxes paid or payable as a result thereof and
  (c) in the case of any Asset Disposition, the amount necessary to retire
  any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of
  the Agent) on the related Property; it being understood that Net Cash
  Proceeds shall include, without limitation, any cash or Cash Equivalents
  received upon the sale or other disposition of any non-cash consideration
  received by any such Consolidated Party in any Asset Disposition, Equity
  Issuance, Debt Issuance or Involuntary Disposition.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Non-Excluded
  Asset Disposition any transfer, sale, assignment or other disposition
  (including pursuant to a Sale and Leaseback Transaction) by a Consolidated
  Party of all or substantially of the Capital Stock of any Person owned by
  such Consolidated Party or all or substantially all of the assets of any
  Person of which such Consolidated Party owns any Capital Stock, in each case,
  in one or a series of transactions; provided, however, that the
  term Asset Disposition shall be deemed to exclude any Equity Issuance,
  Lithrotripsy Disposition or Orthotripsy Disposition.                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Note
  or Notes means the Revolving Notes and/or the Swingline Note, individually or collectively, as
  appropriate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Notice
  of Borrowing means a written notice of borrowing in substantially the
  form of Exhibit 2.1(b)(i), as required by Section 2.1(b)(i),
  Section 2.3(b) or Section 2.4(b).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Notice
  of Extension/Conversion means the written notice of extension or
  conversion in substantially the form of Exhibit 3.2, as required
  by Section 3.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Operating
  Affiliate means any Lithotripsy Affiliate or any
  Orthotripsy Affiliate; provided, no Acquired Company shall be deemed to be an
  Operating Affiliate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Operating
  Lease means, as applied to any Person, any lease (including, without
  limitation, leases which may be terminated by the lessee at any time) of any
  Property (whether real, personal or mixed) which is not a Capital Lease other
  than any such lease in which that Person is the lessor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Orthotripsy
  Affiliate means any Affiliate of the Borrower that (i) engages or is
  about to engage in the business of providing orthotripsy services or (ii)
  directly or indirectly owns the Capital Stock of any Person described in
  clause (i) above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Orthotripsy
  Disposition means any Asset Disposition of Capital Stock of any Orthotripsy
  Affiliate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Other
  Taxes shall have the meaning assigned to such term in
  Section 3.11(b).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Participant
  shall have the meaning assigned to such term in Section 11.3(d).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

18

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| | Participation
  Interest means a purchase by a Lender of a participation in Letters of
  Credit or LOC Obligations as provided in Section 2.2, in Swingline Loans
  as provided in Section 2.3  or in any
  Loans as provided in Section 3.14.                                                                                                                                                                                                        
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Partnership
  Syndication Gains means an amount equal to (A) 100% of the gain on sale
  of any Lithotripsy Disposition and (B) 100% of the gain on sale of any
  Orthotripsy Disposition.                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Partnership
  Syndication Losses means an amount equal to (A) 100% of the loss on sale
  of any Lithotripsy Disposition and (B) 100% of the loss on sale of any
  Orthotripsy Disposition.                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | PBGC
  means the Pension Benefit Guaranty Corporation established pursuant to
  Subtitle A of Title IV of ERISA and any successor thereof.                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Permitted
  Acquisition means an Acquisition by the Borrower or any Subsidiary of
  the Borrower permitted pursuant to the terms of Section 8.6(j).                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Permitted
  Asset Disposition means (i) any Asset Disposition permitted by
  Section 8.5 and (ii) any Excluded Asset Disposition.                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Permitted
  Investments means, at any time, Investments by the Consolidated Parties
  permitted to exist at such time pursuant to the terms of Section 8.6.                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Permitted
  Liens means, at any time, Liens in respect of Property of the
  Consolidated Parties permitted to exist at such time pursuant to the terms of
  Section 8.2.                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Person
  means any individual, partnership, joint venture, firm, corporation, limited
  liability company, association, trust or other enterprise (whether or not
  incorporated) or any Governmental Authority.                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Plan
  means any employee benefit plan (as defined in Section 3(3) of ERISA)
  which is covered by ERISA and with respect to which any Consolidated Party or
  any ERISA Affiliate is (or, if such plan were terminated at such time, would
  under Section 4069 of ERISA be deemed to be) an employer within the
  meaning of Section 3(5) of ERISA.                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Pledge
  Agreement means the pledge agreement dated as of December 11, 2001
  executed in favor of the Agent by each of the Credit Parties, as amended,
  modified, restated or supplemented from time to time.                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Principal
  Office means the principal office of SunTrust Bank, presently located at
  Atlanta, Georgia.                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Pro
  Forma Compliance Certificate means a certificate of an Executive Officer
  of the Borrower delivered to the Agent in connection with (i)  any
  Asset Disposition as referred to in Section 8.5 or (ii) any
  Acquisition as referred to in Section 8.6(j), as applicable, and
  containing reasonably detailed calculations, upon giving effect to the
  applicable transaction on a pro forma basis, of the Total Leverage Ratio, the
  Direct

19

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| | Leverage Ratio, the Interest Coverage Ratio and
  Consolidated Net Worth as of the most recent fiscal quarter end preceding the
  date of the applicable transaction with respect to which the Agent shall have
  received the Required Financial Information.                                                                                                                                                                                                                                                                                                                                                                                                              
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Property
  means any interest in any kind of property or asset, whether real, personal
  or mixed, or tangible or intangible.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Purchase
  Agreement means the Sale and Purchase Agreement dated as of February 18,
  2004 by and among the Sellers, the Borrower and HealthTronics GmbH, as it may
  be amended on or prior to the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Purchase
  Price Adjustment means any cash or Cash Equivalents received by or paid to or for the account of
  the Borrower with respect to any purchase price adjustment under the Purchase
  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Real
  Properties means, at any time, a collective reference to each of the
  facilities and real properties owned, leased or operated by the Consolidated
  Parties at such time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Register
  shall have the meaning assigned to such term in Section 11.3(c).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Regulation
  D, T, U, or X means Regulation D, T, U or X, respectively, of the Board
  of Governors of the Federal Reserve System as from time to time in effect and
  any successor to all or a portion thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Reportable
  Event means any of the events set forth in Section 4043(c) of
  ERISA, other than those events as to which the notice requirement has been
  waived by regulation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Required
  Financial Information means, with respect to the applicable Calculation
  Date, (i) the financial statements of the Consolidated Parties required
  to be delivered pursuant to Section 7.1(a) or (b) for the fiscal period
  or quarter ending as of such Calculation Date, and (ii) the certificate
  of an Executive Officer of the Borrower required by Section 7.1(c) to be
  delivered with the financial statements described in clause (i) above.                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Required
  Lenders means, at any time, Lenders (other than Defaulting Lenders)
  holding in the aggregate at least a majority of (i) the unfunded
  Commitments (and Participation Interests therein) and the outstanding Loans,
  LOC Obligations and Participation Interests (including the Participation
  Interests of the Issuing Lender in any Letters of Credit) or (ii) if the
  Commitments have been terminated, the outstanding Loans, LOC Obligations and
  Participation Interests (including the Participation Interests of the Issuing
  Lender in any Letters of Credit and the Participation Interests of the
  Swingline Lender in any Swingline Loans).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Requirement
  of Law means, as to any Person, the certificate of incorporation and
  by-laws or other organizational or governing documents of such Person, and
  any law, treaty, rule or regulation or determination of an arbitrator or a
  court or other Governmental Authority, in each case applicable to or binding
  upon such Person or to which any of its material property is subject.                                                                                                                                                                                                                                                                       

20

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---

| | Restricted
  Payment means (i) any dividend or other payment or distribution,
  direct or indirect, on account of any shares of any class of Capital Stock of
  any Consolidated Party, now or hereafter outstanding (including without
  limitation any payment in connection with any dissolution, merger,
  consolidation or disposition involving any Consolidated Party), or to the
  holders, in their capacity as such, of any shares of any class of Capital
  Stock of any Consolidated Party, now or hereafter outstanding (other than
  dividends or distributions payable in Capital Stock of the applicable Person
  to any Credit Party), (ii) any redemption, retirement, sinking fund or
  similar payment, purchase or other acquisition for value, direct or indirect,
  of any shares of any class of Capital Stock of any Consolidated Party, now or
  hereafter outstanding and (iii) any payment made to retire, or to obtain
  the surrender of, any outstanding warrants, options or other rights to
  acquire shares of any class of Capital Stock of any Consolidated Party, now
  or hereafter outstanding.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Revolving
  Commitment means, with respect to each Lender, the commitment of such
  Lender in an aggregate principal amount at any time outstanding of up to such
  Lenders Revolving Commitment Percentage (if any) of the Revolving Committed
  Amount, (i) to make Revolving Loans in accordance with the provisions of
  Section 2.1(a) and (ii) to purchase Participation Interests in
  Letters of Credit in accordance with the provisions of Section 2.2(c).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Revolving
  Commitment Percentage means, for any Lender, the percentage identified
  as its Revolving Commitment Percentage on Schedule 2.1(a), as
  such percentage may be modified in connection with any assignment made in
  accordance with the provisions of Section 11.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Revolving
  Committed Amount shall have the meaning assigned to such term in
  Section 2.1(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Revolving
  Loans shall have the meaning assigned to such term in
  Section 2.1(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Revolving
  Note shall have the meaning assigned to such term in
  Section 2.1(e).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | S&P
  means Standard & Poors Ratings Group, a division of The McGraw Hill
  Companies, Inc., or any successor or assignee of the business of such
  division in the business of rating securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Sale
  and Leaseback Transaction means any arrangement pursuant to which any
  Consolidated Party, directly or indirectly, becomes liable as lessee,
  guarantor or other surety with respect to any lease, whether an Operating
  Lease or a Capital Lease, of any Property (a) which such Consolidated
  Party has sold or transferred (or is to sell or transfer) to a Person which
  is not a Consolidated Party or (b) which such Consolidated Party intends
  to use for substantially the same purpose as any other Property which has
  been sold or transferred (or is to be sold or transferred) by such
  Consolidated Party to another Person which is not a Consolidated Party in
  connection with such lease.                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Securities
  Act means the Securities Act of 1933, as amended, and all regulations
  issued pursuant thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

21

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| | Securities
  Exchange Act means the Securities Exchange Act of 1934, as amended, and
  all regulations issued pursuant thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Security
  Agreement means the security agreement dated as of December 11, 2001
  executed in favor of the Agent by each of the Credit Parties, as amended,
  modified, restated or supplemented from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Sellers
  means, collectively, Dr. Andreas Baenziger, Norbert Brill, Thomas Fischer,
  Wilfred Thom and Roland Germann.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Single
  Employer Plan means any Plan which is covered by Title IV of ERISA, but
  which is not a Multiemployer Plan or a Multiple Employer Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Solvent
  or Solvency means, with respect to any Person as of a particular
  date, that on such date (i) such Person is able to pay its debts and
  other liabilities, contingent obligations and other commitments as they
  mature in the ordinary course of business, (ii) such Person does not
  intend to, and does not believe that it will, incur debts or liabilities
  beyond such Persons ability to pay as such debts and liabilities mature in
  their ordinary course, (iii) such Person is not engaged in a business or
  a transaction, and is not about to engage in a business or a transaction, for
  which such Persons Property would constitute unreasonably small capital
  after giving due consideration to the prevailing practice in the industry in
  which such Person is engaged or is to engage, (iv) the fair value of the
  Property of such Person is greater than the total amount of liabilities, including,
  without limitation, contingent liabilities, of such Person and (v) the
  present fair salable value of the assets of such Person is not less than the
  amount that will be required to pay the probable liability of such Person on
  its debts as they become absolute and matured.  In computing the amount of contingent liabilities at any time,
  it is intended that such liabilities will be computed at the amount which, in
  light of all the facts and circumstances existing at such time, represents
  the amount that can reasonably be expected to become an actual or matured
  liability.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Subsidiary
  means, as to any Person at any time, (a) any corporation more than 50%
  of whose Capital Stock of any class or classes having by the terms thereof
  ordinary voting power to elect a majority of the directors of such
  corporation (irrespective of whether or not at such time, any class or
  classes of such corporation shall have or might have voting power by reason
  of the happening of any contingency) is at such time owned by such Person
  directly or indirectly through Subsidiaries, and (b) any partnership,
  association, joint venture or other entity of which such Person directly or
  indirectly through Subsidiaries owns at such time more than 50% of the
  Capital Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | SunTrust
  means SunTrust Bank, a Georgia banking corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Swingline
  Commitment means the commitment of the Swingline Lender in an aggregate
  principal amount at any time outstanding of up to the Swingline Committed
  Amount, to make Swingline Loans in accordance with the provisions of
  Section 2.3(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Swingline
  Committed Amount shall have the meaning assigned to such term in Section
  2.3(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

22

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| | Swingline
  Lender means SunTrust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Swingline
  Loan shall have the meaning assigned to such term in Section 2.3(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Swingline
  Note shall have the meaning assigned to such term in
  Section 2.3(d).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Synthetic
  Lease means any synthetic lease, tax retention operating lease,
  off-balance sheet loan or similar off-balance sheet financing product where
  such transaction is considered borrowed money indebtedness for tax purposes
  but is classified as an Operating Lease under GAAP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Taxes
  shall have the meaning assigned to such term in Section 3.11(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Total
  Adjusted EBITDAmeans,
  as of any date of determination, the sum of (a) Consolidated Net Income, plus
  (b) an amount (other than the percentage of such amount that is attributable
  to minority interests) which,
  in the determination of Consolidated Net Income, has been deducted for (i)
  interest expense, (ii) income taxes, and (iii) depreciation and amortization
  expense, all as determined in accordance with GAAP, plus (c) any
  extraordinary losses, less (d) any extraordinary gains, other than any Partnership Syndication Gains (to the
  extent such Partnership Syndication Gains do not exceed (x) from the period
  from the Closing Date through and including the fiscal quarter ended June 30,
  2005, $3,000,000 for such period and (y) $2,000,000 thereafter) for
  the four fiscal quarter period ending on such date.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Total
  Fixed Charge Coverage Ratio means, as of the end of any fiscal quarter
  of the Consolidated Parties for the four fiscal quarter period ending on such
  date with respect to the Consolidated Parties on a consolidated basis, the
  ratio of (a) the sum of (i) Total Adjusted EBITDA for such period minus
  (ii) Consolidated Capital Expenditures for such period minus
  (iii) Consolidated Cash Taxes for such period to (b) the sum of
  (i) Consolidated Interest Expense (to the extent paid in cash) for such
  period plus (ii) Consolidated Scheduled Funded Debt Payments for
  such period plus (iii) Restricted Payments other than minority
  interest expenses deducted in the Calculation of Consolidated Net Income and
  distributions from subsidiary entities made in the normal course of business.                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Total
  Funded Debtmeans,
  as of any date of determination, without duplication, the sum of all
  Indebtedness of the Consolidated Parties as of such date (including, without
  limitation, all Indebtedness of the Operating Affiliates and Acquired
  Companies determined on a consolidated basis).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Total
  Leverage Ratio means, as of the end of any fiscal quarter of the
  Consolidated Parties for the four fiscal quarter period ending on such date
  with respect to the Consolidated Parties on a consolidated basis, the ratio
  of (a) Total Funded Debt on the last day of such period to
  (b) Total Adjusted EBITDA for such period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Transaction
  means the Acquisition of the stock of the Acquired Companies from the Sellers
  pursuant to the Purchase Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

23

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| | Unused
  Fee shall have the meaning assigned to such term in Section 3.5(a).                                                                                                                                                                                                                                                                                                                                                                       
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Unused
  Fee Calculation Period shall have the meaning assigned to such term in
  Section 3.5(a).                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Unused
  Revolving Committed Amount means, for any period, the amount by which
  (a) the then applicable Revolving Committed Amount exceeds (b) the
  daily average sum for such period of (i) the outstanding aggregate
  principal amount of all Revolving Loans (but not including any Swingline
  Loans) plus (ii) the outstanding aggregate principal amount of all LOC
  Obligations.                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Vehicle
  means and includes, with respect to any Person, all motor vehicles, tractors,
  trailers, rolling stock, mobile cranes and motorized forklifts of every kind
  and description used in such Persons business operations or used or owned by
  such Person or in which such Person has an interest, and all parts,
  accessories and special tools and all increases and accession thereto and
  substitutions and replacements therefor.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Voting
  Stock means, with respect to any Person, Capital Stock issued by such
  Person the holders of which are ordinarily, in the absence of contingencies,
  entitled to vote for the election of directors (or persons performing similar
  functions) of such Person, even though the right so to vote has been
  suspended by the happening of such a contingency.                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Wholly
  Owned Subsidiary means any Person 100% of whose Voting Stock is at the
  time owned by the Borrower directly or indirectly through other Persons 100%
  of whose Voting Stock is at the time owned, directly or indirectly, by the
  Borrower.                                                                                                                                                                                            

| | 1.2     Computation of Time Periods.
| | ------------------------------------

For
purposes of computation of periods of time hereunder, the word from means
from and including and the words to and until each mean to but
excluding.

| | 1.3     Accounting Terms.
| | -------------------------

Except
as otherwise expressly provided herein, all accounting terms used herein shall
be interpreted, and all financial statements and certificates and reports as to
financial matters required to be delivered to the Lenders hereunder shall be
prepared, in accordance with GAAP applied on a consistent basis; provided,
however, that calculations of the implied principal component of all
obligations under any Synthetic Lease or the implied interest component of any
rent paid under any Synthetic Lease shall be made by the Borrower in accordance
with accepted financial practice and consistent with the terms of such
Synthetic Lease.  All calculations made
for the purposes of determining compliance with this Credit Agreement shall
(except as otherwise expressly provided herein) be made by application of GAAP
applied on a basis consistent with the most recent annual or quarterly
financial statements delivered pursuant to Section 7.1 (or, prior to the
delivery of the first financial statements pursuant to Section 7.1,
consistent with the financial statements as at September 30, 2003), but, in any
event, after elimination for minority interests; provided, however,
if (a) the Credit Parties shall object to determining such compliance on
such basis at the time of delivery of such financial statements due to any
change in GAAP or the rules promulgated with

24

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---

respect thereto or
(b) the Agent or the Required Lenders shall so object in writing within 60
days after delivery of such financial statements, then such calculations shall
be made on a basis consistent with the most recent financial statements
delivered by the Credit Parties to the Lenders as to which no such objection
shall have been made.

Notwithstanding
the above, the parties hereto acknowledge and agree that, for purposes of all
calculations made under the financial covenants set forth in Section 7.10
(including without limitation for purposes of determining pro forma basis and
the definition of Applicable Percentage set forth in Section 1.1),
(i) after consummation of any Asset Disposition (A) income statement
items (whether positive or negative) and capital expenditures attributable to
the Property disposed of shall be excluded to the extent relating to any period
occurring prior to the date of such transaction and (B) Indebtedness which
is retired shall be excluded and deemed to have been retired as of the first
day of the applicable period and (ii) after consummation of any
Acquisition (A) income statement items (whether positive or negative) and
capital expenditures attributable to the Person or Property acquired shall, to
the extent not otherwise included in such income statement items for the
Consolidated Parties in accordance with GAAP or in accordance with any defined
terms set forth in Section 1.1, be included to the extent relating to any
period applicable in such calculations, (B) to the extent not retired in
connection with such Acquisition, Indebtedness of the Person or Property
acquired shall be deemed to have been incurred as of the first day of the
applicable period and (C) pro forma adjustments may be included to the
extent that such adjustments would give effect to items that are
(x) directly attributable to such transaction, (y) expected to have a
continuing impact on the Consolidated Parties and (z) factually
supportable.

SECTION 2

CREDIT
FACILITIES

| | 2.1     Revolving Loans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (a)     Revolving
  Commitment.  Subject to the terms
  and conditions hereof and in reliance upon the representations and warranties
  set forth herein, each Lender severally agrees to make available to the
  Borrower such Lenders Revolving Commitment Percentage of revolving credit
  loans requested by the Borrower in Dollars (Revolving Loans) from
  time to time from the Closing Date until the Maturity Date, or such earlier
  date as the Revolving Commitments shall have been terminated as provided
  herein; provided, however, that the sum of the aggregate
  outstanding principal amount of Revolving Loans shall not exceed TWENTY
  FIVE MILLION DOLLARS ($25,000,000) (as such aggregate maximum
  amount may be reduced from time to time as provided in Section 3.4, the
  Revolving Committed Amount); provided, further,
  (A) with regard to each Lender individually, such Lenders outstanding
  Revolving Loans shall not exceed such Lenders Revolving Commitment
  Percentage of the Revolving Committed Amount, and (B) the sum of the
  aggregate outstanding principal amount of Revolving Loans plus LOC
  Obligations plus Swingline Loans shall not exceed the Revolving Committed
  Amount.  Revolving Loans may consist
  of Base Rate Loans or LIBOR Loans, or a combination thereof, as the Borrower
  may request; provided, however, that no more than ten (10)
  LIBOR Loans shall be outstanding
  hereunder at any time (it being understood that, for purposes hereof, LIBOR

25

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| | Loans with different Interest Periods shall be
  considered as separate LIBOR Loans, even if they begin on the same date,
  although borrowings, extensions and conversions may, in accordance with the
  provisions hereof, be combined at the end of existing Interest Periods to
  constitute a new LIBOR Loan with a single Interest Period).  Revolving Loans hereunder may be repaid
  and reborrowed in accordance with the provisions hereof.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b)     Revolving
  Loan Borrowings.                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                      

26

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| | (c)     Repayment.  The Borrower hereby promises to pay the
  principal amount of all outstanding Revolving Loans in full on the Maturity
  Date, unless accelerated sooner pursuant to Section 9.2.                                                                                                                                                                                                                                                                                                                    
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (d)     Interest.  Subject to the provisions of
  Section 3.1,                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | The Borrower hereby promises to pay interest on
  Revolving Loans in arrears on each applicable Interest Payment Date (or at
  such other times as may be specified herein).                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (e)     Revolving
  Notes.  The Borrower hereby agrees
  that, upon the request of any Lender, the Borrower will execute and deliver
  to such Lender a promissory note evidencing the Revolving Loans made by such
  Lender in an original principal amount equal to such Lenders Revolving
  Commitment Percentage of the Revolving Committed Amount and in substantially
  the form of Exhibit 2.1(e), with appropriate insertions as to
  date and principal amount (each such promissory note a Revolving Note).

| | 2.2     Letter of Credit
  Subfacility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (a)     Issuance.  Subject to the terms and conditions hereof
  and in reliance upon the representations and warranties set forth herein, the
  Issuing Lender agrees to issue, and each Lender severally agrees to
  participate in the issuance by the Issuing Lender of, standby and trade
  Letters of Credit in Dollars from time to time from the Closing Date until
  the date thirty (30) days prior to the Maturity Date as the Borrower may
  request, in a form acceptable to the Issuing Lender; provided, however,
  that (i) the LOC Obligations outstanding shall not at any time exceed TWO
  MILLION DOLLARS ($2,000,000) (the LOC Committed Amount)
  and (ii) the sum of the aggregate outstanding principal amount of
  Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any
  time exceed the Revolving Committed Amount. 
  No Letter of Credit shall (x) have an original expiry date more
  than one year from the date of issuance (provided that any such Letter of
  Credit may contain customary evergreen provisions pursuant to which the
  expiry date is automatically extended by a specific time period unless the
  Issuing Lender gives notice to the beneficiary of such Letter of Credit at
  least a specified time period prior to the expiry date then in effect) or
  (y) as originally issued or as extended, have an expiry date extending beyond
  the date thirty (30) days prior to the Maturity Date.  Each Letter of Credit shall comply with
  the related LOC Documents.  The
  issuance and expiry dates of each Letter of Credit shall be a Business Day.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b)     Notice
  and Reports.  The request for the
  issuance of a Letter of Credit shall be submitted by the Borrower to the
  Issuing Lender at least three (3) Business Days prior to the requested date
  of issuance.  The Issuing Lender will,
  at least quarterly and more                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

27

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| | frequently upon request, disseminate to the Agent
  who will forward to each of the Lenders a detailed report specifying the
  Letters of Credit which are then issued and outstanding and any activity with
  respect thereto which may have occurred since the date of the prior report,
  and including therein, among other things, the beneficiary, the face amount
  and the expiry date, as well as any payment or expirations which may have
  occurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c)     Intentionally
  Omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d)     Reimbursement.  In the event of any drawing under any
  Letter of Credit, the Issuing Lender will promptly notify the Borrower and
  the Agent.  Unless the Borrower shall
  immediately notify the Issuing Lender that the Borrower intends to otherwise
  reimburse the Issuing Lender for such drawing, the Borrower shall be deemed
  to have requested that the Lenders make a Revolving Loan in the amount of the
  drawing as provided in subsection (e) below on the related Letter of Credit,
  the proceeds of which will be used to satisfy the related reimbursement
  obligations.  The Borrower promises to
  reimburse the Issuing Lender on the day of drawing under any Letter of Credit
  (either with the proceeds of a Revolving Loan obtained hereunder or
  otherwise) in same day funds.  If the
  Borrower shall fail to reimburse the Issuing Lender as provided hereinabove,
  the Borrower promises to pay the Issuing Lender interest on the unreimbursed
  amount of such drawing on demand at a per annum rate equal to the Adjusted
  Base Rate plus 2%.  The Borrowers
  reimbursement obligations hereunder shall be absolute and unconditional under
  all circumstances irrespective of any rights of setoff, counterclaim or
  defense to payment the Borrower may claim or have against the Issuing Lender,
  the Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or
  any other Person, including without limitation any defense based on any
  failure of the Borrower or any other Credit Party to receive consideration or
  the legality, validity, regularity or unenforceability of the Letter of
  Credit.  The Issuing Lender will
  promptly notify the Agent who, will promptly notify the other Lenders of the
  amount of any unreimbursed drawing and each Lender shall promptly pay to the
  Agent for the account of the Issuing Lender in Dollars and in immediately
  available funds, the amount of such Lenders pro rata share of such
  unreimbursed drawing.  Such payment
  shall be made on the day such notice is received by such Lender from the
  Issuing Lender if such notice is received at or before 1:00 P.M. (Atlanta,
  Georgia time), and otherwise such payment shall be made at or before 12:00
  Noon (Atlanta, Georgia time) on the Business Day next succeeding the day such
  notice is received.  If such Lender
  does not pay such amount to the Agent for the account of the Issuing Lender
  in full upon such request, such Lender shall, on demand, pay to the Agent for
  the account of the Issuing Lender interest on the unpaid amount during the
  period from the date of such drawing until such Lender pays such amount to
  the Agent for the account of the Issuing Lender in full at a rate per annum
  equal to, if paid within two (2) Business Days of the date that such Lender
  is required to make payments of such amount pursuant to the preceding
  sentence, the Federal Funds Rate and thereafter at a rate equal to the Base
  Rate.  Each Lenders obligation to
  make such payment to the Issuing Lender, and the right of the Issuing Lender
  to receive the same, shall be absolute and unconditional, shall not be affected
  by any circumstance whatsoever and without regard to the termination of this
  Credit Agreement or the Commitments hereunder, the existence of a Default or
  Event of Default or the acceleration of the obligations of the Borrower
  hereunder and shall be made without any offset, abatement, withholding or
  reduction whatsoever.  Simultaneously
  with the making

28

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| | of each such payment by a Lender to the Issuing
  Lender, such Lender shall, automatically and without any further action on
  the part of the Issuing Lender or such Lender, acquire a Participation
  Interest in an amount equal to such payment (excluding the portion of such
  payment constituting interest owing to the Issuing Lender) in the related
  unreimbursed drawn portion of the LOC Obligation and in the interest thereon
  and in the related LOC Documents, and shall have a claim against the Borrower
  with respect thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (e)     Repayment
  with Revolving Loans.  On any day
  on which the Borrower shall have requested, or been deemed to have requested,
  a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the
  Agent shall give notice to the Lenders that a Revolving Loan has been
  requested or deemed requested by the Borrower to be made in connection with a
  drawing under a Letter of Credit, in which case a Revolving Loan advance
  comprised of Base Rate Loans (or LIBOR Loans to the extent the Borrower has
  complied with the procedures of Section 2.1(b)(i) with respect thereto) shall
  be immediately (but in no case prior to notice as set forth in clause (d)
  above) made to the Borrower by all Lenders (notwithstanding any termination
  of the Commitments pursuant to Section 9.2) pro rata based on the respective
  Revolving Commitment Percentages of the Lenders (determined before giving
  effect to any termination of the Commitments pursuant to Section 9.2) and the
  proceeds thereof shall be paid directly to the Issuing Lender for application
  to the respective LOC Obligations. 
  Each such Lender hereby irrevocably agrees to make its pro rata share
  of each such Revolving Loan immediately upon any such request or deemed
  request in the amount, in the manner and on the date specified in the
  preceding sentence notwithstanding (i) the amount of such borrowing may not
  comply with the minimum amount for advances of Revolving Loans otherwise required
  hereunder, (ii) whether any conditions specified in Section 5.2 are then
  satisfied, (iii) whether a Default or an Event of Default then exists, (iv)
  failure for any such request or deemed request for Revolving Loan to be made
  by the time otherwise required hereunder, (v) whether the date of such
  borrowing is a date on which Revolving Loans are otherwise permitted to be
  made hereunder or (vi) any termination of the Commitments relating thereto
  immediately prior to or contemporaneously with such borrowing.  In the event that any Revolving Loan
  cannot for any reason be made on the date otherwise required above
  (including, without limitation, as a result of the commencement of a
  proceeding under the Bankruptcy Code with respect to the Borrower or any other
  Credit Party), then each such Lender hereby agrees that it shall forthwith
  purchase (as of the date such borrowing would otherwise have occurred, but
  adjusted for any payments received from the Borrower on or after such date
  and prior to such purchase) from the Issuing Lender such Participation
  Interests in the outstanding LOC Obligations as shall be necessary to cause
  each such Lender to share in such LOC Obligations ratably (based upon the
  respective Revolving Commitment Percentages of the Lenders (determined before
  giving effect to any termination of the Commitments pursuant to Section
  9.2)), provided that at the time any purchase of Participation
  Interests pursuant to this sentence is actually made, the purchasing Lender
  shall be required to pay to the Agent for the account of the Issuing Lender,
  to the extent not paid to the Issuing Lender by the Borrower in accordance
  with the terms of subsection (d) above, interest on the principal amount of
  Participation Interests purchased for each day from and including the day
  upon which such borrowing would otherwise have occurred to but excluding the
  date of payment for such Participation Interests, at the rate equal to, if
  paid within two (2)

29

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| | Business Days of the date of the Revolving Loan
  advance, the Federal Funds Rate, and thereafter at a rate equal to the Base
  Rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (f)     Designation
  of Consolidated Parties as Account Parties.  Notwithstanding anything to the contrary set forth in this
  Credit Agreement, including without limitation Section 2.2(a), a Letter
  of Credit issued hereunder may contain a statement to the effect that such
  Letter of Credit is issued for the account of any Subsidiary of the Borrower,
  provided that notwithstanding such statement, the Borrower shall be
  the actual account party for all purposes of this Credit Agreement for such
  Letter of Credit and such statement shall not affect the Borrowers
  reimbursement obligations hereunder with respect to such Letter of Credit.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (g)     Renewal,
  Extension.  The renewal or
  extension of any Letter of Credit shall, for purposes hereof, be treated in
  all respects the same as the issuance of a new Letter of Credit
  hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (h)     Uniform
  Customs and Practices.  The
  Issuing Lender may have the Letters of Credit be subject to The Uniform
  Customs and Practice for Documentary Credits (the UCP) or the
  International Standby Practices 1998 (the ISP98), in either case as
  published as of the date of issue by the International Chamber of Commerce,
  in which case the UCP or the ISP98, as applicable, may be incorporated
  therein and deemed in all respects to be a part thereof.                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (i)     Indemnification;
  Nature of Issuing Lenders Duties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

30

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | transmission or otherwise of any document required
  in order to make a drawing under a Letter of Credit or of the proceeds
  thereof; and (E) for any consequences arising from causes beyond the
  control of such Lender, including, without limitation, any Government Acts.  None of the above shall affect, impair, or
  prevent the vesting of the Issuing Lenders rights or powers hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (iii)     In
  furtherance and extension and not in limitation of the specific provisions
  hereinabove set forth, any action taken or omitted by any Lender (including
  the Issuing Lender), under or in connection with any Letter of Credit or the
  related certificates, if taken or omitted in good faith, shall not put such
  Lender under any resulting liability to the Borrower or any other Credit Party.  It is the intention of the parties that
  this Credit Agreement shall be construed and applied to protect and indemnify
  each Lender (including the Issuing Lender) against any and all risks involved
  in the issuance of the Letters of Credit, all of which risks are hereby
  assumed by the Borrower (on behalf of itself and each of the other Credit
  Parties), including, without limitation, any and all Government Acts.  No Lender (including the Issuing Lender)
  shall, in any way, be liable for any failure by such Lender or anyone else to
  pay any drawing under any Letter of Credit as a result of any Government Acts
  or any other cause beyond the control of such Lender.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (iv)     Nothing
  in this subsection (i) is intended to limit the reimbursement obligations
  of the Borrower contained in subsection (d) above.  The obligations of the Borrower under this
  subsection (i) shall survive the termination of this Credit
  Agreement.  No act or omission of any
  current or prior beneficiary of a Letter of Credit shall in any way affect or
  impair the rights of the Lenders (including the Issuing Lender) to enforce
  any right, power or benefit under this Credit Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (v)     Notwithstanding
  anything to the contrary contained in this subsection (i), the Borrower
  shall have no obligation to indemnify any Lender (including the Issuing
  Lender) in respect of any liability incurred by such Lender (A) arising
  solely out of the gross negligence or willful misconduct of such Lender, as
  determined by a court of competent jurisdiction, or (B) caused by such
  Lenders failure to pay under any Letter of Credit after presentation to it
  of a request strictly complying with the terms and conditions of such Letter
  of Credit, as determined by a court of competent jurisdiction, unless such
  payment is prohibited by any law, regulation, court order or decree.                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (f)     Responsibility
  of Issuing Lender.  It is
  expressly understood and agreed that the obligations of the Issuing Lender
  hereunder to the Lenders are only those expressly set forth in this Credit
  Agreement and that the Issuing Lender shall be entitled to assume that the
  conditions precedent set forth in Section 5.2 have been satisfied unless
  it shall have acquired actual knowledge that any such condition precedent has
  not been satisfied; provided, however, that nothing set forth
  in this Section 2.2 shall be deemed to prejudice the right of any Lender
  to recover from the Issuing Lender any amounts made available by such Lender
  to the Issuing Lender pursuant to this Section 2.2 in the event that it
  is determined by a court of competent jurisdiction that the payment with
  respect to a Letter of Credit constituted gross negligence or willful
  misconduct on the part of the Issuing Lender.

31

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| | (g)     Conflict
  with LOC Documents.  In the event
  of any conflict between this Credit Agreement and any letter of credit
  application, this Credit Agreement shall control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 2.3     Swingline Loan Subfacility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (a)     Swingline
  Commitment. Subject to the terms and conditions hereof and in reliance
  upon the representations and warranties set forth herein, the Swingline
  Lender, in its individual capacity, agrees to make certain revolving credit
  loans requested by the Borrower in Dollars to the Borrower (each a Swingline
  Loan and, collectively, the Swingline Loans) from time to time
  from the Closing Date until the Maturity Date for the purposes hereinafter
  set forth; provided, however, (i) the aggregate principal
  amount of Swingline Loans outstanding at any time shall not exceed TWO
  MILLION DOLLARS ($2,000,000) (the Swingline Committed
  Amount), and (ii) the sum of the aggregate outstanding principal
  amount of Revolving Loans plus LOC Obligations plus Swingline
  Loans shall not exceed the Revolving Committed Amount.  Swingline Loans hereunder shall be made as
  Base Rate Loans in accordance with the provisions of this Section 2.3 and may
  be repaid and reborrowed in accordance with the provisions hereof.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b)     Swingline
  Loan Advances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

32

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| |                                                                                                                                                                               | amount of such Swingline Loans; provided, however,
  that any such demand shall be deemed to have been given one Business Day
  prior to the Maturity Date and on the date of the occurrence of any Event of
  Default described in Section 9.1 and upon acceleration of the indebtedness
  hereunder and the exercise of remedies in accordance with the provisions of
  Section 9.2.  Each Lender hereby
  irrevocably agrees to make its pro rata share of each such Revolving Loan in
  the amount, in the manner and on the date specified in the preceding sentence
  notwithstanding (I) the amount of such borrowing may not comply
  with the minimum amount for advances of Revolving Loans otherwise required
  hereunder, (II) whether any conditions specified in Section 5.2 are then
  satisfied, (III) whether a Default or an Event of Default then exists,
  (IV) failure of any such request or deemed request for Revolving Loan to
  be made by the time otherwise required hereunder, (V) whether the date
  of such borrowing is a date on which Revolving Loans are otherwise permitted
  to be made hereunder or (VI) any termination of the Commitments relating
  thereto immediately prior to or contemporaneously with such borrowing.  In the event that any Revolving Loan
  cannot for any reason be made on the date otherwise required above
  (including, without limitation, as a result of the commencement of a
  proceeding under the Bankruptcy Code with respect to the Borrower or any
  other Credit Party), then each Lender hereby agrees that it shall forthwith
  purchase (as of the date such borrowing would otherwise have occurred, but
  adjusted for any payments received from the Borrower on or after such date
  and prior to such purchase) from the Swingline Lender such Participation
  Interests in the outstanding Swingline Loans as shall be necessary to cause
  each such Lender to share in such Swingline Loans ratably based upon its
  Commitment Percentage of the Revolving Committed Amount (determined before
  giving effect to any termination of the Commitments pursuant to Section 3.4),
  provided that (A) all interest payable on the Swingline Loans
  shall be for the account of the Swingline Lender until the date as of which
  the respective Participation Interest is purchased and (B) at the time
  any purchase of Participation Interests pursuant to this sentence is actually
  made, the purchasing Lender shall be required to pay to the Swingline Lender,
  to the extent not paid to the Swingline Lender by the Borrower in accordance
  with the terms of subsection (c)(ii) below, interest on the principal amount
  of Participation Interests purchased for each day from and including the day
  upon which such borrowing would otherwise have occurred to but excluding the
  date of payment for such Participation Interests, at the rate equal to the
  Federal Funds Rate.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                              
| | (c)     Interest
  on Swingline Loans.                                                                                                                                       
| |                                                                                                                                                                              
| |                                                                                                                                                                               | (i)     Rate
  of Interest.  Subject to the
  provisions of Section 3.1, each Swingline Loan shall bear interest at a per
  annum rate equal to the Adjusted Base Rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                              
| |                                                                                                                                                                               | (ii)     Payment
  of Interest.  The Borrower hereby
  promises to pay interest on Swingline Loans in arrears on each applicable
  Interest Payment Date (or at such other times as may be specified herein).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                              
| | (d)     Swingline
  Note.  The Borrower hereby agrees
  that, upon the request to the Agent by the Swingline Lender, the Borrower
  will execute and deliver to the Swingline

33

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---

| | Lender a promissory note evidencing the Swingline
  Loans of the Swingline Lender, substantially in the form of Exhibit 2.3(d),
  with appropriate insertions as to date and principal amount (a Swingline
  Note).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 3

OTHER
PROVISIONS RELATING TO CREDIT FACILITIES

| | 3.1     Default Rate.
| | ---------------------

Upon
the occurrence, and during the continuance, of an Event of Default,
(i) the principal of and, to the extent permitted by law, interest on the
Loans and any other amounts owing hereunder or under the other Credit Documents
shall bear interest, payable on demand, at a per annum rate 2% greater than the
rate which would otherwise be applicable (or if no rate is applicable, whether
in respect of interest, fees or other amounts, then the Adjusted Base Rate plus
2%) and (ii) the Letter of Credit Fee shall accrue at a per annum rate 2%
greater than the rate which would otherwise be applicable.

| | 3.2     Extension and Conversion.
| | ---------------------------------

The
Borrower shall have the option, on any Business Day, to extend existing Loans
into a subsequent permissible Interest Period or to convert Loans into Loans of
another interest rate type; provided, however, that
(i) except as provided in Section 3.8, LIBOR Loans may be converted
into Base Rate Loans or extended as LIBOR Loans for new Interest Periods only
on the last day of the Interest Period applicable thereto, (ii) Loans
extended as, or converted into, LIBOR Loans shall be subject to the terms of
the definition of Interest Period set forth in Section 1.1 and shall be
in such minimum amounts as provided in, with respect to Revolving Loans,
Section 2.1(b)(ii), (iii) no more than ten (10) LIBOR Loans shall be
outstanding hereunder at any time (it being understood that, for purposes
hereof, LIBOR Loans with different Interest Periods shall be considered as
separate LIBOR Loans, even if they begin on the same date, although borrowings,
extensions and conversions may, in accordance with the provisions hereof, be
combined at the end of existing Interest Periods to constitute a new LIBOR Loan
with a single Interest Period), (iv) any request for extension or
conversion of a LIBOR Loan which shall fail to specify an Interest Period shall
be deemed to be a request for an Interest Period of one month and (v) Swingline
Loans may not be extended or converted pursuant to this Section 3.2.  Each such extension or conversion shall be
effected by the Borrower by giving a Notice of Extension/Conversion (or
telephonic notice promptly confirmed in writing) to the office of the Agent
specified in Section 11.1, or at such other office as the Agent may
designate in writing, prior to 11:00 A.M. (Atlanta, Georgia time) on the
Business Day of, in the case of the conversion of a LIBOR Loan into a Base Rate
Loan, and on the third Business Day prior to, in the case of the extension of a
LIBOR Loan as, or conversion of a Base Rate Loan into, a LIBOR Loan, the date
of the proposed extension or conversion, specifying the date of the proposed
extension or conversion, the Loans to be so extended or converted, the types of
Loans into which such Loans are to be converted and, if appropriate, the
applicable Interest Periods with respect thereto.  In the event the Borrower fails to request extension or
conversion of any LIBOR Loan in accordance with this Section 3.2, or any
such conversion or extension is not permitted or required by this Section 3.2,
then such LIBOR Loan shall be automatically converted into a Base Rate Loan at
the end of the Interest Period applicable thereto.  The Agent shall give each

34

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Lender notice as promptly
as practicable of any such proposed extension or conversion affecting any Loan.

| | 3.3     Prepayments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (a)     Voluntary
  Prepayments.  The Borrower shall
  have the right to prepay Loans in whole or in part from time to time; provided,
  however, that each partial prepayment of Loans (other than
  Swingline Loans) shall be in a minimum principal amount of $100,000 and
  integral multiples of $25,000 in excess thereof (or the then remaining
  principal balance of the Revolving Loans, if less).  Subject to the foregoing terms, amounts prepaid under this
  Section 3.3(a) shall be applied as the Borrower may elect; provided
  that if the Borrower shall fail to specify with respect to any voluntary
  prepayment, such voluntary prepayment shall be applied to Revolving Loans, first to Base Rate Loans and then
  to LIBOR Loans in direct order of Interest Period maturities.  All prepayments under this
  Section 3.3(a) shall be subject to Section 3.12, but otherwise
  without premium or penalty, and shall be accompanied by interest on the
  principal amount prepaid through the date of prepayment.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b)     Mandatory
  Prepayments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

35

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | amount equal to 100% of the Net Cash Proceeds of the
  related Debt Issuance (such prepayment to be applied as set forth in
  clause (vi) below).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (iv)     Equity
  Issuances.  Immediately upon the
  occurrence of an Equity Issuance Prepayment Event, the Borrower shall prepay
  the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds of
  the related Equity Issuance (such prepayment to be applied as set forth in
  clause (vi) below).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (v)     Application
  of Mandatory Prepayments.  All
  amounts required to be paid pursuant to this Section 3.3(b) shall be
  applied as follows: (A) with respect to all amounts prepaid pursuant to
  Section 3.3(b)(i)(A), to Revolving Loans and (after all Revolving Loans
  have been repaid) to a cash collateral account in respect of LOC Obligations,
  (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B),
  to a cash collateral account in respect of LOC Obligations and (C) with
  respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (iii) or
  (iv), to the Revolving Loans and (after all Revolving Loans have been repaid)
  to a cash collateral account in respect of LOC Obligations (with a
  corresponding reduction in the Revolving Committed Amount in an amount equal
  to all amounts applied pursuant to this clause (C)).  Within the parameters of the applications
  set forth above, prepayments shall be applied first to Base Rate Loans and
  then to LIBOR Loans in direct order of Interest Period maturities.  All prepayments under this
  Section 3.3(b) shall be subject to Section 3.12, but otherwise
  without premium or penalty, and shall be accompanied by interest on the
  principal amount prepaid through the date of prepayment.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c)     Cash
  Collateral Account.  If the Borrower is required to make a
  mandatory prepayment of LIBOR Loans pursuant to Section 3.3(b)(ii), (iii) or
  (iv), the Borrower shall have the right, in lieu of making such prepayment in
  full, to deposit an amount equal to such mandatory prepayment with the Agent
  in a cash collateral account maintained (pursuant to documentation reasonably
  satisfactory to the Agent) by and in the sole dominion and control of the
  Agent. Any amounts so deposited shall be held by the Agent as collateral for
  the prepayment of such LIBOR Loans and shall be applied to the prepayment of
  the Credit Party Obligations in accordance with the terms of Section
  3.3(b)(v) at the end of the current Interest Periods applicable thereto; provided,
  however, such prepayments shall not be held without application in
  excess of 90 days. At the request of the Borrower, amounts so deposited shall
  be invested by the Agent in Cash Equivalents maturing prior to the date or
  dates on which it is anticipated that such amounts will be applied to prepay
  such LIBOR Loans; any interest earned on such Cash Equivalents will be for
  the account of the Borrower and the Borrower will deposit with the Agent the
  amount of any loss on any such Cash Equivalents to the extent necessary in
  order that the amount of the prepayment to be made with the deposited amounts
  may not be reduced.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 3.4     Termination and Reduction
  of Revolving Committed Amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (a)     Voluntary
  Reductions.  The Borrower may from
  time to time permanently reduce or terminate the Revolving Committed Amount
  in whole or in part (in minimum aggregate amounts of $1,000,000 or in
  integral multiples of $100,000
  in excess thereof (or,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

36

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| | if less, the full remaining amount of the then
  applicable Revolving Committed Amount)) upon five (5) Business Days prior
  written notice to the Agent; provided, however, no such
  termination or reduction shall be made which would cause the sum of the
  aggregate outstanding principal amount of Revolving Loans plus LOC
  Obligations plus Swingline Loans to exceed the Revolving Committed
  Amount, unless, concurrently with such termination or reduction, the
  Revolving Loans are repaid to the extent necessary to eliminate such
  excess.  The Agent shall promptly
  notify each affected Lender of receipt by the Agent of any notice from the
  Borrower pursuant to this Section 3.4(a).                                                                                                                                                                                                                                                                                                       
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b)     Reserved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c)     Mandatory
  Reductions.  The Revolving
  Committed Amount automatically shall be permanently reduced from time to time
  in accordance with the terms of Section 3.3(b)(v); provided, however,
  the Revolving Committed Amount shall not be automatically reduced as a result
  of prepayments made pursuant to Section 3.3(b)(iv) with respect to Equity
  Issuances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d)     Maturity
  Date.  Unless terminated sooner
  pursuant to Section 3.4(a) or Section 9.2, the Revolving
  Commitments of the Lenders and the LOC Commitment of the Issuing Lender shall
  automatically terminate on the Maturity Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (e)     General.  The Borrower shall pay to the Agent for
  the account of the Lenders in accordance with the terms of
  Section 3.5(a), on the date of each termination or reduction of the
  Revolving Committed Amount, the Unused Fee accrued through the date of such
  termination or reduction on the amount of the Revolving Committed Amount so
  terminated or reduced.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 3.5     Fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (a)     Unused
  Fee.  In consideration of the
  Revolving Commitments of the Lenders hereunder, the Borrower promises to pay
  to the Agent for the account of each Lender a fee (the Unused Fee)
  on the Unused Revolving Committed Amount computed at a per annum rate for
  each day during the applicable Unused Fee Calculation Period (hereinafter
  defined) at a rate equal to the Applicable Percentage in effect from time to
  time.  The Unused Fee shall commence
  to accrue on the Closing Date and shall be due and payable in arrears on the
  first Business Day of each April, July, October and January (and on any date
  that the Revolving Committed Amount is reduced and on the Maturity Date) for
  the immediately preceding quarter (or portion thereof) (each such quarter or
  portion thereof for which the Unused Fee is payable hereunder being herein
  referred to as an Unused Fee Calculation Period), beginning with the
  first of such dates to occur after the Closing Date.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b)     Letter
  of Credit Fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

37

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                     | from the date of issuance to the date of expiration
  equal to the Applicable Percentage for LIBOR Loans then in effect.  The Letter of Credit Fee will be payable
  quarterly in arrears on the first Business Day of each April, July, October
  and January for the immediately preceding quarter (or a portion thereof).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                     | (ii)     Issuing
  Lender Fees.  In addition to the
  Letter of Credit Fee payable pursuant to clause (i) above, the Borrower
  promises to pay to the Agent for the account of the Issuing Lender without
  sharing by the other Lenders (i) a letter of credit fronting fee of
  0.125% on the average daily maximum amount available to be drawn under each
  Letter of Credit computed at a per annum rate for each day from the date of
  issuance to the date of expiration (which fronting fee shall be payable
  quarterly in arrears on the first Business Day of each April, July, October
  and January for the immediately preceding quarter (or a portion thereof)) and
  (ii) the customary charges from time to time of the Issuing Lender with
  respect to the issuance, amendment, transfer, administration, cancellation
  and conversion of, and drawings under, such Letters of Credit.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (c)     Agents
  Fees.  The Borrower promises to
  pay to the Agent, for its own account, for the account of the Issuing Lender
  and for the account of the Arranger as applicable, the fees referred to in
  the Agents Fee Letter.            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 3.6     Capital Adequacy.                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                    
|If
  any Lender has determined, after the date hereof, that the adoption or the
  becoming effective of, or any change in, or any change by any Governmental
  Authority, central bank or comparable agency charged with the interpretation
  or administration thereof in the interpretation or administration of, any
  applicable law, rule or regulation regarding capital adequacy, or compliance
  by such Lender with any request or directive regarding capital adequacy (whether
  or not having the force of law) of any such authority, central bank or
  comparable agency, has or would have the effect of reducing the rate of
  return on such Lenders capital or assets as a consequence of its commitments
  or obligations hereunder to a level below that which such Lender could have
  achieved but for such adoption, effectiveness, change or compliance (taking
  into consideration such Lenders policies with respect to capital adequacy),
  then, upon notice from such Lender to the Borrower, the Borrower shall be
  obligated to pay to such Lender such additional amount or amounts as will
  compensate such Lender for such reduction. 
  Each determination by any such Lender of amounts owing under this
  Section shall, absent manifest error, be conclusive and binding on the
  parties hereto.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 3.7     Limitation on LIBOR Loans.                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | If
  on or prior to the first day of any Interest Period for any LIBOR Loan:                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (a)     the
  Agent determines (which determination shall be conclusive) that by reason of
  circumstances affecting the relevant market, adequate and reasonable means do
  not exist for ascertaining the LIBOR Rate for such Interest Period; or
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (b)     the
  Required Lenders determine (which determination shall be conclusive) and
  notify the Agent that the LIBOR Rate will not adequately and fairly reflect
  the cost to the Lenders of funding LIBOR Loans for such Interest Period;    

38

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---

|then the Agent shall give the Borrower prompt notice
  thereof, and so long as such condition remains in effect, the Lenders shall
  be under no obligation to make additional LIBOR Loans, Continue LIBOR Loans,
  or to Convert Base Rate Loans into LIBOR Loans and the Borrower shall, on the
  last day(s) of the then current Interest Period(s) for the outstanding LIBOR
  Loans, either prepay such LIBOR Loans or Convert such LIBOR Loans into Base
  Rate Loans in accordance with the terms of this Credit Agreement.                                    
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Notwithstanding
  any other provision of this Credit Agreement, in the event that it becomes
  unlawful for any Lender or its Applicable Lending Office to make, maintain,
  or fund LIBOR Loans hereunder, then such Lender shall promptly notify the
  Borrower thereof and such Lenders obligation to make or Continue LIBOR Loans
  and to Convert Base Rate Loans into LIBOR Loans shall be suspended until such
  time as such Lender may again make, maintain, and fund LIBOR Loans (in which
  case the provisions of Section 3.10 shall be applicable).     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|If,
  after the date hereof, the adoption of any applicable law, rule, or
  regulation, or any change in any applicable law, rule, or regulation, or any
  change in the interpretation or administration thereof by any Governmental
  Authority, central bank, or comparable agency charged with the interpretation
  or administration thereof, or compliance by any Lender (or its Applicable
  Lending Office) with any request or directive (whether or not having the
  force of law) of any such Governmental Authority, central bank, or comparable
  agency:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|and the result of any of the foregoing is to
  increase the cost to such Lender (or its Applicable Lending Office) of
  making, Converting into, Continuing, or maintaining any LIBOR Loans or to
  reduce any sum received or receivable by such Lender (or its Applicable
  Lending Office) under this Credit Agreement or its Notes with respect to any
  LIBOR Loans, then the Borrower shall pay to                                                                                                                                                              

39

---

---

|such Lender on demand such amount or amounts as will
  compensate such Lender for such increased cost or reduction.  If any Lender requests compensation by the
  Borrower under this Section 3.9, the Borrower may, by notice to such
  Lender (with a copy to the Agent), suspend the obligation of such Lender to
  make or Continue LIBOR Loans, or to Convert Base Rate Loans into LIBOR Loans,
  until the event or condition giving rise to such request ceases to be in
  effect (in which case the provisions of Section 3.10 shall be
  applicable); provided that such suspension shall not affect the right
  of such Lender to receive the compensation so requested.  Each Lender shall promptly notify the
  Borrower and the Agent of any event of which it has knowledge, occurring
  after the date hereof, which will entitle such Lender to compensation pursuant
  to this Section 3.9 and will designate a different Applicable Lending
  Office if such designation will avoid the need for, or reduce the amount of,
  such compensation and will not, in the judgment of such Lender, be otherwise
  disadvantageous to it.  Any Lender
  claiming compensation under this Section 3.9 shall furnish to the
  Borrower and the Agent a statement setting forth the additional amount or
  amounts to be paid to it hereunder which shall be conclusive in the absence
  of manifest error.  In determining
  such amount, such Lender may use any reasonable averaging and attribution
  methods.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|If
  the obligation of any Lender to make any LIBOR Loan or to Continue, or to
  Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to
  Section 3.7, 3.8 or 3.9 hereof, such Lenders LIBOR Loans shall be
  automatically Converted into Base Rate Loans on the last day(s) of the then
  current Interest Period(s) for such LIBOR Loans (or, in the case of a
  Conversion, on such earlier date as such Lender may specify to the Borrower
  with a copy to the Agent) and, unless and until such Lender gives notice as
  provided below that the circumstances specified in Section 3.7, 3.8 or
  3.9 hereof that gave rise to such Conversion no longer exist:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|If such Lender gives notice to the Borrower (with a
  copy to the Agent) that the circumstances specified in Section 3.7, 3.8
  or 3.9 hereof that gave rise to the Conversion of such Lenders LIBOR Loans
  pursuant to this Section 3.10 no longer exist (which such Lender agrees
  to do promptly upon such circumstances ceasing to exist) at a time when LIBOR
  Loans made by other Lenders are outstanding, such Lenders Base Rate Loans
  shall be automatically Converted, on the first day(s) of the next succeeding
  Interest Period(s) for such outstanding LIBOR Loans, to the extent necessary
  so that, after giving effect thereto, all Loans held by the Lenders holding
  LIBOR Loans and by such Lender are held pro rata (as to principal amounts,
  interest rate basis, and Interest Periods) in accordance with their
  respective Commitments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

40

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| | 3.11   Taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (a)     
  Any and all payments by any Credit Party to or for the account of any Lender
  or the Agent hereunder or under any other Credit Document shall be made free
  and clear of and without deduction for any and all present or future taxes,
  duties, levies, imposts, deductions, charges or withholdings, and all
  liabilities with respect thereto, excluding, in the case of each Lender and
  the Agent, taxes imposed on its income, and franchise taxes imposed on it, by
  the jurisdiction under the laws of which such Lender (or its Applicable
  Lending Office) or the Agent (as the case may be) is organized or any
  political subdivision thereof (all such non-excluded taxes, duties, levies,
  imposts, deductions, charges, withholdings, and liabilities being hereinafter
  referred to as Taxes).  If
  any Credit Party shall be required by law to deduct any Taxes from or in
  respect of any sum payable under this Credit Agreement or any other Credit
  Document to any Lender or the Agent, (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 3.11) such Lender or the Agent receives an amount equal to the
  sum it would have received had no such deductions been made, (ii) such
  Credit Party shall make such deductions, (iii) such Credit Party shall
  pay the full amount deducted to the relevant taxation authority or other
  authority in accordance with applicable law, and (iv) such Credit Party
  shall furnish to the Agent, at its address referred to in Section 11.1,
  the original or a certified copy of a receipt evidencing payment thereof.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b)     In
  addition, the Borrower agrees to pay any and all present or future stamp or
  documentary taxes and any other excise or property taxes or charges or
  similar levies which arise from any payment made under this Credit Agreement
  or any other Credit Document or from the execution or delivery of, or
  otherwise with respect to, this Credit Agreement or any other Credit Document
  (hereinafter referred to as Other Taxes).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c)     The
  Borrower agrees to indemnify each Lender and the Agent for the full amount of
  Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes
  imposed or asserted by any jurisdiction on amounts payable under this
  Section 3.11) paid by such Lender or the Agent (as the case may be) and
  any liability (including penalties, interest, and expenses) arising therefrom
  or with respect thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (d)     Each
  Lender that is not a United States person under Section 7701(a)(30) of
  the Code, on or prior to the date of its execution and delivery of this
  Credit Agreement in the case of each Lender listed on the signature pages
  hereof and on or prior to the date on which it becomes a Lender in the case
  of each other Lender, and from time to time thereafter if requested in
  writing by the Borrower or the Agent (but only so long as such Lender remains
  lawfully able to do so), shall provide the Borrower and the Agent with
  (i) Internal Revenue Service Form W-8 BEN or W-8 ECI, as appropriate, or
  any successor form prescribed by the Internal Revenue Service, certifying
  that such Lender is entitled to benefits under an income tax treaty to which the
  United States is a party which reduces to zero the rate of withholding tax on
  payments of interest or certifying that the income receivable pursuant to
  this Credit Agreement is effectively connected with the conduct of a trade or
  business in the United States, (ii) Internal Revenue Service Form W-8 or
  W-9, as appropriate, or any successor form prescribed by the Internal Revenue
  Service, and/or (iii) any other form or certificate required by any
  taxing authority (including any certificate                                                                                                                                                                                                                                                                                                                                                                                                                          

41

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| | required by Sections 871(h) and 881(c) of the
  Internal Revenue Code), certifying that such Lender is entitled to an
  exemption from tax on payments pursuant to this Credit Agreement or any of
  the other Credit Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (e)     For any
  period with respect to which a Lender has failed to provide the Borrower and
  the Agent with the appropriate form pursuant to Section 3.11(d) (unless
  such failure is due to a change in treaty, law, or regulation occurring
  subsequent to the date on which a form originally was required to be
  provided), such Lender shall not be entitled to indemnification under
  Section 3.11(a) or 3.11(b) with respect to Taxes imposed by the United
  States; provided, however, that should a Lender,
  which is otherwise exempt from withholding tax, become subject to Taxes
  because of its failure to deliver a form required hereunder, the Borrower
  shall take such steps as such Lender shall reasonably request to assist such
  Lender to recover such Taxes.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (f)     If any Credit Party is required to pay
  additional amounts to or for the account of any Lender pursuant to this
  Section 3.11, then such Lender will agree to use reasonable efforts to
  change the jurisdiction of its Applicable Lending Office so as to eliminate
  or reduce any such additional payment which may thereafter accrue if such
  change, in the judgment of such Lender, is not otherwise disadvantageous to
  such Lender.                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (g)     Without
  prejudice to the survival of any other agreement of the Credit Parties
  hereunder, the agreements and obligations of the Credit Parties contained in
  this Section 3.11 shall survive the
  repayment of the Loans, LOC Obligations and other obligations under the
  Credit Documents and the termination of the Commitments hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 3.12   Compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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

| | (a)      any
  Continuation, Conversion, payment or prepayment of any LIBOR Loan on a day other than the last
  day of the Interest Period for
  such Loan (whether voluntary, mandatory, automatic, or for any other reason, including, without
  limitation, the acceleration of the Loans pursuant to Section 9.2);
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                       
| | (b)     any
  failure by the Borrower (for a reason other than the failure of such Lender
  to make a Loan) to prepay, borrow, Continue or Convert any LIBOR Loan on the date or in the amount
  notified by the Borrower; or                                                                                         
| |                                                                                                                                                                                                                                                                                                                       
| | (c)     any assignment of a LIBOR Loan on a day other
  than the last day of the Interest Period therefor as a result of a request by
  the Borrower pursuant to Section 3.17;                                                                                                                                        

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

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For purposes of
calculating amounts payable by the Borrower to the Lenders under this
Section 3.12, each Lender shall
be deemed to have funded each LIBOR Loan made by it at the Interbank Offered
Rate for such Loan by a matching deposit or other borrowing in the applicable
offshore Dollar interbank market for a comparable amount and for a comparable
period, whether or not such LIBOR Loan was in fact so funded.  The
covenants of the Borrower set forth in this Section 3.12 shall survive the
repayment of the Loans, LOC Obligations and other obligations under the Credit
Documents and the termination of the Commitments hereunder.

| | 3.13   Pro Rata Treatment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Except to the extent otherwise
  provided herein:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (a)      Loans.  Each Loan, each payment or (subject to the
  terms of Section 3.3) prepayment of principal of any Loan or
  reimbursement obligations arising from drawings under Letters of Credit, each
  payment of interest on the Loans or reimbursement obligations arising from
  drawings under Letters of Credit, each payment of Unused Fees, each payment
  of the Letter of Credit Fee, each reduction of the Revolving Committed Amount
  and each conversion or extension of any Loan, shall be allocated pro rata
  among the Lenders in accordance with the respective principal amounts of
  their outstanding Loans of the applicable type and Participation Interests in
  Loans of the applicable type and Letters of Credit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b)    Advances.  No Lender shall be responsible for the
  failure or delay by any other Lender in its obligation to make its ratable
  share of a borrowing hereunder; provided, however, that the
  failure of any Lender to fulfill its obligations hereunder shall not relieve
  any other Lender of its obligations hereunder.  Unless the Agent shall have been notified by any Lender prior
  to the date of any requested borrowing that such Lender does not intend to
  make available to the Agent its ratable share of such borrowing to be made on
  such date, the Agent may assume that such Lender has made such amount
  available to the Agent on the date of such borrowing, and the Agent in
  reliance upon such assumption, may (in its sole discretion but without any
  obligation to do so) make available to the Borrower a corresponding
  amount.  If such corresponding amount
  is not in fact made available to the Agent, the Agent shall be able to
  recover such corresponding amount from such Lender.  If such Lender does not pay such corresponding amount forthwith
  upon the Agents demand therefor, the Agent will promptly notify the
  Borrower, and the Borrower shall immediately pay such corresponding amount to
  the Agent.  The Agent shall also be
  entitled to recover from the Lender or the Borrower, as the case may be,
  interest on such corresponding amount in respect of each day from the date
  such corresponding amount was made available by the Agent to the Borrower to
  the date such corresponding amount is recovered by the Agent at a per annum
  rate equal to (i) from the Borrower at the applicable rate for the
  applicable borrowing pursuant to the Notice of Borrowing and (ii) from a
  Lender at the Federal Funds Rate.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 3.14   Sharing
  of Payments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

The Lenders agree among themselves that, in the
event that any Lender shall obtain payment in respect of any Loan, LOC
Obligations or any other obligation owing to such Lender under this Credit
Agreement through the exercise of a right of setoff, bankers lien or
counterclaim,

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or
pursuant to a secured claim under Section 506 of Title 11 of the United
States Code or other security or interest arising from, or in lieu of, such
secured claim, received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise, or by any other means, in excess
of its pro rata share of such payment as provided for in this Credit Agreement,
such Lender shall promptly purchase from the other Lenders a participation
interest in such Loans, LOC Obligations and other obligations in such amounts,
and make such other adjustments from time to time, as shall be equitable to the
end that all Lenders share such payment in accordance with their respective
ratable shares as provided for in this Credit Agreement.  The Lenders further agree among themselves
that if payment to a Lender obtained by such Lender through the exercise of a
right of setoff, bankers lien, counterclaim or other event as aforesaid shall
be rescinded or must otherwise be restored, each Lender which shall have shared
the benefit of such payment shall, by repurchase of a participation interest
theretofore sold, return its share of that benefit (together with its share of
any accrued interest payable with respect thereto) to each Lender whose payment
shall have been rescinded or otherwise restored.  The Borrower agrees that any Lender so purchasing such a
participation interest may, to the fullest extent permitted by law, exercise
all rights of payment, including setoff, bankers lien or counterclaim, with
respect to such participation interest as fully as if such Lender were a holder
of such Loan, LOC Obligations or other obligation in the amount of such
participation interest.  Except as
otherwise expressly provided in this Credit Agreement, if any Lender shall fail
to remit to the Agent or any other Lender an amount payable by such Lender to
the Agent or such other Lender pursuant to this Credit Agreement on the date
when such amount is due, such payments shall be made together with interest
thereon for each date from the date such amount is due until the date such
amount is paid to the Agent or such other Lender at a rate per annum equal to
the Federal Funds Rate.  If under any
applicable bankruptcy, insolvency or other similar law, any Lender receives a
secured claim in lieu of a setoff to which this Section 3.14 applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders under this
Section 3.14 to share in the benefits of any recovery on such secured
claim.

| | 3.15   Payments,
  Computations, Etc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (a)    Generally.  Except as otherwise specifically provided
  herein, all payments hereunder shall be made to the Agent in Dollars in
  immediately available funds, without condition or deduction for any
  counterclaim, defense, recoupment or setoff of any kind, at the Agents
  office specified in Section 11.1 not later than 2:00 P.M. (Atlanta,
  Georgia time) on the date when due. 
  Payments received after such time shall be deemed to have been
  received on the next succeeding Business Day.  The Agent may (but shall not be obligated to) debit the amount
  of any such payment which is not made by such time to any ordinary deposit
  account of the Borrower or any other Credit Party maintained with the Agent (with notice to the
  Borrower or such other Credit Party).  The Borrower shall, at the time it makes
  any payment under this Credit Agreement, specify to the Agent the Loans, LOC
  Obligations, Fees, interest or other amounts payable by the Borrower
  hereunder to which such payment is to be applied (and in the event that it
  fails so to specify, or if such application would be inconsistent with the
  terms hereof, the Agent shall distribute such payment to the Lenders in such
  manner as the Agent may determine to be appropriate in respect of obligations
  owing by the Borrower hereunder, subject to the terms of
  Section 3.13(a)).  The Agent will
  distribute such payments to such Lenders, if any such payment is received
  prior to 2:00 P.M. (Atlanta, Georgia time) on a Business Day in like funds as
  received prior to the end of such Business Day and otherwise the Agent will

44

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| | distribute such payment to
  such Lenders on the next succeeding Business Day.  Whenever any payment hereunder shall be stated to be due on a
  day which is not a Business Day, the due date thereof shall be extended to
  the next succeeding Business Day (subject to accrual of interest and Fees for
  the period of such extension), except that in the case of LIBOR Loans, if the
  extension would cause the payment to be made in the next following calendar
  month, then such payment shall instead be made on the next preceding Business
  Day.  Except as expressly provided
  otherwise herein, all computations of interest and fees shall be made on the
  basis of actual number of days elapsed over a year of 360 days, except with
  respect to computation of interest on Base Rate Loans which shall be
  calculated based on a year of 365 or 366 days, as appropriate.  Interest shall accrue from and include the
  date of borrowing, but exclude the date of payment.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b)    Allocation
  of Payments After Acceleration. 
  Notwithstanding any other provisions of this Credit Agreement to the
  contrary, after acceleration of the Credit Party Obligations pursuant to
  Section 9.2, all amounts collected or received by the Agent or any
  Lender on account of the Credit Party Obligations or any other amounts
  outstanding under any of the Credit Documents or in respect of the Collateral
  shall be paid over or delivered as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

45

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | SEVENTH,
  to the payment of the surplus, if any, to whomever may be lawfully entitled
  to receive such surplus.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | In carrying out the foregoing, (i) amounts
  received shall be applied in the numerical order provided until exhausted
  prior to application to the next succeeding category; (ii) each of the
  Lenders shall receive an amount equal to its pro rata share (based on the
  proportion that the then outstanding Loans and LOC Obligations held by such
  Lender bears to the aggregate then outstanding Loans and LOC Obligations) of
  amounts available to be applied pursuant to clauses THIRD, FOURTH,
  FIFTH and SIXTH above; and (iii) to the extent that any amounts
  available for distribution pursuant to clause FIFTH above are
  attributable to the issued but undrawn amount of outstanding Letters of
  Credit, such amounts shall be held by the Agent in a cash collateral account
  and applied (A) first, to reimburse the Issuing Lender from time to time
  for any drawings under such Letters of Credit and (B) then, following
  the expiration of all Letters of Credit, to all other obligations of the
  types described in clauses FIFTH and SIXTH above in the manner
  provided in this Section 3.15(b).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 3.16  Evidence
  of Debt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (a)    Each
  Lender shall maintain an account or accounts evidencing each Loan made by
  such Lender to the Borrower from time to time, including the amounts of
  principal and interest payable and paid to such Lender from time to time
  under this Credit Agreement.  Each
  Lender will make reasonable efforts to maintain the accuracy of its account
  or accounts and to promptly update its account or accounts from time to time,
  as necessary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b)    The
  Agent shall maintain the Register pursuant to Section 11.3(c), and a
  subaccount for each Lender, in which Register and subaccounts (taken
  together) shall be recorded (i) the amount, type and Interest Period of
  each such Loan hereunder, (ii) the amount of any principal or interest
  due and payable or to become due and payable to each Lender hereunder and
  (iii) the amount of any sum received by the Agent hereunder from or for
  the account of any Credit Party and each Lenders share thereof.  The Agent will make reasonable efforts to
  maintain the accuracy of the subaccounts referred to in the preceding
  sentence and to promptly update such subaccounts from time to time, as necessary.                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c)
   The entries made in the
  accounts, Register and subaccounts maintained pursuant to clause (b) of
  this Section 3.16 (and, if consistent with the entries of the Agent,
  clause (a)) shall be prima facie evidence of the existence and amounts
  of the obligations of the Credit Parties therein recorded; provided, however, that the failure
  of any Lender or the Agent to maintain any such account, such Register or
  such subaccount, as applicable, or any error therein, shall not in any manner
  affect the obligation of the Credit Parties to repay the Credit Party Obligations owing to such Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 3.17  Replacement
  of Affected Lenders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

If
(i) any Lender having a Revolving Commitment becomes a Defaulting Lender
or otherwise defaults in its Revolving Commitment, (ii) any Credit Party
is required to make any payments to any Lender under Section 3.6,
Section 3.9 or Section 3.11 in excess of the proportionate amount
(based on the respective Commitments and/or Loans of the Lenders) of

46

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corresponding payments
required to be made to the other Lenders or (iii) any Lender is unable or
unwilling to make, maintain, and fund LIBOR Loans as contemplated by
Section 3.8, the Borrower shall have the right, if no Event of Default then
exists, to replace such Lender (the Replaced Lender) with one or more
other Eligible Assignee or Eligible Assignees, none of whom shall constitute a
Defaulting Lender at the time of such replacement (collectively, the Replacement
Lender), provided that (a) at the time of any replacement
pursuant to this Section 3.17, the Replaced Lender and Replacement Lender
shall enter into an Assignment and Acceptance pursuant to which the Replacement
Lender shall acquire all or a portion, as the case may be, of the Commitments
and outstanding Loans of, and participation in Letters of Credit by, the
Replaced Lender and (b) all obligations of the Borrower owing to the
Replaced Lender relating to the Loans so replaced (including, without
limitation, such increased costs and excluding those specifically described in
clause (a) above in respect of which the assignment purchase price has
been, or is concurrently being paid) shall be paid in full to such Replaced
Lender concurrently with such replacement. 
Upon the execution of the appropriate Assignment and Acceptance, the
payment of amounts referred to in clauses (a) and (b) above and, if so
requested by the Replacement Lender, delivery to the Replacement Lender of the
appropriate Note or Notes executed by the Borrower, the Replacement Lender
shall become a Lender hereunder and the Replaced Lender shall cease to
constitute a Lender hereunder with respect to such replaced Loans, except with
respect to indemnification provisions under this Credit Agreement, which shall survive
as to such Replaced Lender. 
Notwithstanding anything to the contrary contained above, (1) the
Lender that acts as the Issuing Lender may not be replaced hereunder at any
time that it has Letters of Credit outstanding hereunder unless arrangements satisfactory
to the Issuing Lender (including the furnishing of a back-up standby letter of
credit in form and substance, and issued by an issuer satisfactory to such
Issuing Lender or the depositing of cash collateral into a cash collateral
account maintained with the Agent in amounts and pursuant to arrangements
satisfactory to such Issuing Lender) have been made with respect to such
outstanding Letters of Credit and (2) the Lender that acts as the Agent
may not be replaced hereunder except in accordance with the terms of
Section 10.9.  The Replaced Lender
shall be required to deliver for cancellation its applicable Notes to be
canceled on the date of replacement, or if any such Note is lost or
unavailable, such other assurances or indemnification therefor as the Borrower
may reasonably request.

47

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SECTION
4

GUARANTY

| | 4.1  The
  Guaranty.
| | --------------------

Each
of the Guarantors hereby jointly and severally guarantees to each Lender, each
Affiliate of a Lender that enters into a Hedging Agreement, and the Agent as
hereinafter provided, as primary obligor and not as surety, the prompt payment
of the Credit Party Obligations in full when due (whether at stated maturity,
as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise) strictly in accordance with the terms thereof,
and the timely and prompt performance of all such Credit Party Obligations. The
Guarantors hereby further agree that if any of the Credit Party Obligations are
not paid in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or
otherwise), the Guarantors will, jointly and severally, promptly pay the same,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Credit Party Obligations, the same
will be promptly paid in full when due (whether at extended maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or
otherwise) in accordance with the terms of such extension or renewal.

Notwithstanding
any provision to the contrary contained herein or in any other of the Credit
Documents or Hedging Agreements, the obligations of each Guarantor under this
Credit Agreement and the other Credit Documents shall be limited to an
aggregate amount equal to the largest amount that would not render such
obligations subject to avoidance under Section 548 of the Bankruptcy Code or
any comparable provisions of any applicable state law.

| | 4.2  Obligations
  Unconditional.
| | ---------------------------------

The
obligations of the Guarantors under Section 4.1 are joint and several,
absolute and unconditional, irrespective of the value, genuineness, validity,
regularity or enforceability of any of the Credit Documents or Hedging
Agreements, or any other agreement or instrument referred to therein, or any
substitution, release, impairment or exchange of any other guarantee of or
security for any of the Credit Party Obligations, and, to the fullest extent
permitted by applicable law, irrespective of any other circumstance whatsoever
which might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, it being the intent of this Section 4.2 that the
obligations of the Guarantors hereunder shall be absolute and unconditional
under any and all circumstances.  Each
Guarantor agrees that such Guarantor shall have no right of subrogation,
indemnity, reimbursement or contribution against the Borrower or any other
Guarantor for amounts paid under this Section 4 until such time as the
Credit Party Obligations have been Fully Satisfied.  Without limiting the generality of the foregoing, it is agreed
that, to the fullest extent permitted by law, the occurrence of any one or more
of the following shall not alter or impair the liability of any Guarantor
hereunder which shall remain absolute and unconditional as described above:

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

48

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| | (b)   any
  of the acts mentioned in any of the provisions of any of the Credit
  Documents, any Hedging Agreement between any Consolidated Party and any
  Lender, or any Affiliate of a Lender, or any other agreement or instrument
  referred to in the Credit Documents or such Hedging Agreements shall be done
  or omitted;                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c)   the
  maturity of any of the Credit Party Obligations shall be accelerated, or any
  of the Credit Party Obligations shall be modified, supplemented or amended in
  any respect, or any right under any of the Credit Documents, any Hedging
  Agreement between any Consolidated Party and any Lender, or any Affiliate of
  a Lender, or any other agreement or instrument referred to in the Credit
  Documents or such Hedging Agreements shall be waived or any other guarantee
  of any of the Credit Party Obligations or any security therefor shall be
  released, impaired or exchanged in whole or in part or otherwise dealt with;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (d)   any
  Lien granted to, or in favor of, the Agent or any Lender or Lenders as
  security for any of the Credit Party Obligations shall fail to attach or be
  perfected; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (e)   any
  of the Credit Party Obligations shall be determined to be void or voidable
  (including, without limitation, for the benefit of any creditor of any
  Guarantor) or shall be subordinated to the claims of any Person (including,
  without limitation, any creditor of any Guarantor).                                                                                                                                                                                                                                                                                                                                                  

With respect to its obligations
hereunder, each Guarantor hereby expressly waives diligence, presentment,
demand of payment, protest and all notices whatsoever, and any requirement that
the Agent or any Lender exhaust any right, power or remedy or proceed against
any Person under any of the Credit Documents, any Hedging Agreement between any
Consolidated Party and any Lender, or any Affiliate of a Lender, or any other
agreement or instrument referred to in the Credit Documents or such Hedging
Agreements, or against any other Person under any other guarantee of, or
security for, any of the Credit Party Obligations.

| | 4.3  Reinstatement.
| | -------------------

The
obligations of the Guarantors under this Section 4 shall be automatically
reinstated if and to the extent that for any reason any payment by or on behalf
of any Person in respect of the Credit Party Obligations is rescinded or must
be otherwise restored by any holder of any of the Credit Party Obligations, whether
as a result of any proceedings in bankruptcy or reorganization or otherwise,
and each Guarantor agrees that it will indemnify the Agent and each Lender on
demand for all reasonable costs and expenses (including, without limitation,
fees and expenses of counsel) incurred by the Agent or such Lender in
connection with such rescission or restoration, including any such costs and
expenses incurred in defending against any claim alleging that such payment
constituted a preference, fraudulent transfer or similar payment under any
bankruptcy, insolvency or similar law.

| | 4.4  Certain
  Additional Waivers.
| | ----------------------------------

Without
limiting the generality of the provisions of this Section 4, each
Guarantor hereby specifically waives the benefits of OCGA § 10-7-24 to the
extent applicable.  Each Guarantor
further agrees that such Guarantor shall have no right of recourse to security
for the Credit Party

49

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Obligations,
except through the exercise of rights of subrogation pursuant to
Section 4.2 and through the exercise of rights of contribution pursuant to
Section 4.6.

| | 4.5  Remedies.
| | --------------

The
Guarantors agree that, to the fullest extent permitted by law, as between the
Guarantors, on the one hand, and the Agent and the Lenders, on the other hand,
the Credit Party Obligations may be declared to be forthwith due and payable as
provided in Section 9.2 (and shall be deemed to have become automatically
due and payable in the circumstances provided in said Section 9.2) for
purposes of Section 4.1 notwithstanding any stay, injunction or other
prohibition preventing such declaration (or preventing the Credit Party
Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such declaration (or the Credit Party
Obligations being deemed to have become automatically due and payable), the
Credit Party Obligations (whether or not due and payable by any other Person)
shall forthwith become due and payable by the Guarantors for purposes of
Section 4.1.  The Guarantors
acknowledge and agree that their obligations hereunder are secured in
accordance with the terms of the Collateral Documents and that the Lenders may
exercise their remedies thereunder in accordance with the terms thereof.

| | 4.6  Rights
  of Contribution.
| | ------------------------------

The
Guarantors hereby agree as among themselves that, if any Guarantor shall make
an Excess Payment (as defined below), such Guarantor shall have a right of
contribution from each other Guarantor in an amount equal to such other
Guarantors Contribution Share (as defined below) of such Excess Payment.  The payment obligations of any Guarantor
under this Section 4.6 shall be subordinate and subject in right of
payment to the Credit Party Obligations until such time as the Credit Party
Obligations have been Fully Satisfied, and none of the Guarantors shall
exercise any right or remedy under this Section 4.6 against any other
Guarantor until such Credit Party Obligations have been Fully Satisfied.  For purposes of this Section 4.6,
(a) Excess Payment shall mean the amount paid by any Guarantor in
excess of its Pro Rata Share of any Guaranteed Obligations; (b) Pro
Rata Share shall mean, for any Guarantor in respect of any payment of
Credit Party Obligations, the ratio (expressed as a percentage) as of the date
of such payment of Guaranteed Obligations of (i) the amount by which the
aggregate present fair salable value of all of its assets and properties
exceeds the amount of all debts and liabilities of such Guarantor (including
contingent, subordinated, unmatured, and unliquidated liabilities, but
excluding the obligations of such Guarantor hereunder) to (ii) the amount
by which the aggregate present fair salable value of all assets and other
properties of all of the Credit Parties exceeds the amount of all of the debts and liabilities (including
contingent, subordinated, unmatured, and unliquidated liabilities, but
excluding the obligations of the Credit Parties hereunder) of the Credit Parties; provided, however, that, for purposes of calculating
the Pro Rata Shares of the Guarantors in respect of any payment of Credit Party
Obligations, any Guarantor that became a Guarantor subsequent to the date of
any such payment shall be deemed to have been a Guarantor on the date of such
payment and the financial information for such Guarantor as of the date such
Guarantor became a Guarantor shall be utilized for such Guarantor in connection
with such payment; and (c) Contribution Share shall mean, for any
Guarantor in respect of any Excess Payment made by any other Guarantor, the
ratio (expressed as a percentage) as of the date of such Excess Payment of
(i) the amount by which the aggregate present fair salable value of all of
its assets and properties exceeds the amount of all debts and liabilities of
such Guarantor (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of such Guarantor hereunder) to
(ii) the amount by which

50

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the
aggregate present fair salable value of all assets and other properties of the Credit
Parties other than the maker of such Excess
Payment exceeds the amount of all of the debts and liabilities (including
contingent, subordinated, unmatured, and unliquidated liabilities, but
excluding the obligations of the Credit Parties) of the Credit Parties other
than the maker of such Excess Payment; provided, however, that,
for purposes of calculating the Contribution Shares of the Guarantors in
respect of any Excess Payment, any Guarantor that became a Guarantor subsequent
to the date of any such Excess Payment shall be deemed to have been a Guarantor
on the date of such Excess Payment and the financial information for such
Guarantor as of the date such Guarantor became a Guarantor shall be utilized
for such Guarantor in connection with such Excess Payment.  This Section 4.6 shall not be deemed to
affect any right of subrogation, indemnity, reimbursement or contribution that
any Guarantor may have under applicable law against the Borrower in respect of
any payment of Guaranteed Obligations. 
Notwithstanding the foregoing, all rights of contribution against any
Guarantor shall terminate from and after such time, if ever, that such
Guarantor shall be relieved of its obligations pursuant to Section 8.5.

| | 4.7  Guarantee
  of Payment; Continuing Guarantee.
| | --------------------------------------------------

The
guarantee in this Section 4 is a guaranty of payment and not of
collection, is a continuing guarantee, and shall apply to all Credit Party
Obligations whenever arising.

SECTION
5

CONDITIONS

| | 5.1  Closing
  Conditions.
| | --------------------------

The
obligation of the Lenders to enter into this Credit Agreement and to make the
initial Loans or the Issuing Lender to issue the initial Letter of Credit,
whichever shall occur first, shall be subject to satisfaction of the following
conditions:

| | (a)   Executed
  Credit Documents.  Receipt by the
  Agent of duly executed copies of: 
  (i) this Credit Agreement, (ii) a Joinder Agreement executed
  by each Credit Party not a party to the Existing Credit Agreement, (iii) the
  Account Control Agreements required to be delivered to the Agent pursuant to
  Section 7.14; and (iv) all other Credit Documents.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                          
| | (b)   Organizational
  Documents.  Receipt by the Agent
  of the following:                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                          

51

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| |                                                                                                                                                                                                                                            | (iii)   Resolutions.  Copies of resolutions of the Board of
  Directors of each Credit Party approving and adopting the Credit Documents to
  which it is a party, the transactions contemplated therein and authorizing
  execution and delivery thereof, certified by a secretary or assistant
  secretary of such Credit Party to be true and correct and in force and effect
  as of the Closing Date.                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                            | (iv)   Good
  Standing.  Copies of
  (A) certificates of good standing, existence or its equivalent with
  respect to each Credit Party certified as of a recent date by the appropriate
  Governmental Authorities of the state or other jurisdiction of organization
  and each other jurisdiction in which the failure to so qualify and be in good
  standing could have a Material Adverse Effect and (B) to the extent
  available, a certificate indicating payment of all corporate or comparable franchise
  taxes certified as of a recent date by the appropriate governmental taxing
  authorities.
| |                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                            | (v)   Incumbency.  An incumbency certificate of each Credit
  Party certified by a secretary or assistant secretary to be true and correct
  as of the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                           
| | (c)   Opinions
  of Counsel.  The Agent shall have
  received, dated as of the Closing Date, and in form and substance
  reasonably satisfactory to the Agent, a
  legal opinion of Miller & Martin
  LLP, counsel for the Credit Parties.
| |                                                                                                                                                                                                                                           
| | (d)   Personal
  Property Collateral.  The Agent
  shall have received:                                                                                                                                                                   
| |                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                            | (i)   searches
  of Uniform Commercial Code filings in the jurisdiction of the chief executive
  office of each Credit Party and each jurisdiction where any Collateral is
  located or where a filing would need to be made in order to perfect the
  Agents security interest in the Collateral, copies of the financing
  statements on file in such jurisdictions and evidence that no Liens exist
  other than Permitted Liens;                                                                                                                                                                          
| |                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                            | (ii)   UCC
  financing statements for each appropriate jurisdiction as is necessary, in
  the Agents sole discretion, to perfect the Agents security interest in the
  Collateral;                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                            | (iii)   searches of ownership of, and Liens on,
  intellectual property of each Credit Party in the appropriate governmental offices;                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                            | (iv)   to
  the extent not previously delivered to the Agent, all certificates evidencing any certificated Capital Stock pledged
  to the Agent pursuant to the Pledge Agreement, together with duly executed in
  blank, undated stock powers attached thereto (unless, with respect to the
  pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed
  unnecessary by the Agent in its reasonable discretion under the law of the
  jurisdiction of incorporation of such Person);                                                                                                     
| |                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                            | (v)   to
  the extent not previously delivered to the Agent, duly executed notices of
  grant of security interest in the form required by the Security                                                                                                                                                                                                                                                                                                                                                                                                                                                        

52

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Agreement as are necessary, in the Agents sole
  discretion, to perfect the Agents security interest in the Collateral;                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (vi)   all
  instruments and chattel paper in the possession of any of the Credit Parties,
  together with allonges or assignments as may be necessary or appropriate to
  perfect the Agents security interest in the Collateral;                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (vii)   duly executed consents as are necessary, in the
  Agents sole discretion, to perfect the Agents security interest in the
  Collateral; and                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (viii)   to
  the extent not previously delivered to the Agent, in the case of any personal
  property Collateral located at a premises leased by a Credit Party, such
  estoppel letters, consents and waivers from the landlords on such real
  property as may be required by the Agent.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                            
| | (e)   Availability.  After giving effect to the Transaction
  (including the initial Revolving Loans made and Letters of Credit issued
  hereunder on the Closing Date), the outstanding Revolving Loans plus
  LOC Obligations plus $4,000,000 (minimum availability) shall not
  exceed the Revolving Committed Amount;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f)   Evidence
  of Insurance.  Receipt by the
  Agent of copies of insurance policies or certificates of insurance of the
  Consolidated Parties evidencing liability and of the Credit Parties
  evidencing casualty insurance meeting the requirements set forth in the
  Credit Documents, including, but not limited to, naming the Agent as
  additional insured (in the case of liability insurance) or loss payee (in the
  case of hazard insurance) on behalf of the Lenders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g)   Consent.  Receipt by the Agent of evidence that, and
  certified copies of, all governmental, shareholder and material third party
  consents (including Hart-Scott-Rodino clearance, if required, and any Swiss
  governmental consents) and approvals necessary or desirable in connection
  with the Transaction (including, without limitation, to the extent required
  under the respective partnership agreements, the consent of each Consolidated
  Party (or general partner or partners, as the case may be) in which a Credit
  Party is pledging the Capital Stock owned by such Credit Party in such
  Consolidated Party) and expiration of all
  applicable waiting periods without any action being taken by any authority
  that could restrain, prevent or impose any material adverse conditions on the
  Transaction or that could seek or threaten any of the foregoing, and no law
  or regulation shall be applicable which in the judgment of the Agent could
  have such effect.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h)   Consummation
  of Transaction.  The Transaction shall
  have been consummated in accordance with the terms of the Purchase Agreement and in material
  compliance with applicable law and regulatory approvals, all material
  conditions precedent to the obligations of the buyer under the Purchase Agreement shall have been
  satisfied.  The Purchase Agreement
  shall provide for an aggregate purchase price not in excess of 800,000 shares
  of Capital Stock of the Borrower and $2,650,000 in cash, and shall include
  all fees and expenses to be incurred in connection with the Transaction and
  the repayment in full of any and all Indebtedness of the Acquired Companies
  (except for Indebtedness permitted under
  Section 8.1).  The Purchase Agreement shall not have been                                                                                                                                                                                                     

53

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| | altered, amended or otherwise changed or
  supplemented in any material respect or any material condition therein
  waived, without the prior written consent of the Agent.  The Agent shall have
  received a copy, certified by an Executive Officer of the Borrower as true
  and complete, of the Purchase Agreement as originally executed and delivered,
  together with all exhibits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (i)   Officers
  Certificates.  The Agent shall
  have received a certificate or certificates executed by an Executive Officer
  of the Borrower as of the Closing Date, in form and substance satisfactory to
  the Agent, stating that (A) each Consolidated Party is in compliance
  with all existing financial obligations, (B) all governmental,
  shareholder and third party consents and approvals, if any, with respect to
  the Credit Documents and the transactions contemplated thereby have been
  obtained, (C) no action, suit, investigation or proceeding is pending or
  threatened in any court or before any arbitrator or governmental
  instrumentality that purports to affect any Consolidated Party or any
  transaction contemplated by the Credit Documents, if such action, suit,
  investigation or proceeding could have a Material Adverse Effect,
  (D) the transactions contemplated by the Purchase Agreement have been
  consummated in accordance with the terms thereof and (E) immediately
  after giving effect to the Transaction, (1) no Default or Event of
  Default exists, (2) all representations and warranties contained herein
  and in the other Credit Documents are true and correct in all material
  respects and (3) on the basis of income statement items and
  capital expenditures for the 12-month
  period ending on the last day of the most recently ended calendar month prior
  to the Closing Date and balance sheet items as of the Closing Date after
  giving effect to the Transaction, the Credit Parties would be in pro forma
  compliance with each of the financial covenants set forth in
  Section 7.10 as of the first date provided for the measurement of each
  of such financial covenants in accordance with the terms thereof.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (j)   Solvency.  The Agent shall have received a
  certificate executed by an Executive Officer of the Borrower as of the
  Closing Date, in form and substance satisfactory to the Agent, regarding the
  Solvency of the Credit Parties on a consolidated basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (k)   Corporate
  Structure.  The corporate
  capital and ownership structure, shareholders agreements and management of
  the Borrower and its Subsidiaries (after giving effect to the Transaction)
  shall be satisfactory to the Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (l)   Fees
  and Expenses.  Payment by the
  Credit Parties to the Lenders and the Agent of all fees and expenses relating
  to the Credit Facilities which are due and payable on the Closing Date,
  including, without limitation, payment to the Agent of the fees set forth in
  the Agents Fee Letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (m)   Vehicle
  Titles.  To the extent available
  to the Credit Parties on the Closing Date, and not previously delivered to
  the Agent, with respect to any Vehicles owned by the Credit Parties for which
  a certificate of title may be issued, evidence that a certificate of title
  has been issued by the appropriate governmental authority in the name of such
  Credit Party with the Agents security interest noted thereon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (n)   Financial
  Statements.  Receipt by the Agent
  of (i) the consolidated and consolidating financial statements of the
  Consolidated Parties for the fiscal year ended                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

54

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| | December 31, 2002, including
  balance sheets, income and cash flow statements audited by Ernst & Young
  LLP and prepared in conformity with GAAP; and (ii) consolidated financial
  statements of the consolidated parties for the fiscal quarter ended September
  30, 2003, together with such other financial information as the Agent may
  request.                                                                                                                                    
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (o)   Notice
  of Initial Borrowing; Statement of Funds Flow.  A Notice of Borrowing with respect to all Loans to be made on
  the Closing Date and a statement of funds flow showing receipts and
  disbursements of funds on the Closing Date, each in form and substance
  satisfactory to the Agent.                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (p)   Payoff
  Letters.  Receipt of payoff
  letters from with respect to any 
  Indebtedness of the Consolidated Parties or the Acquired Companies to
  be satisfied at closing, including
  all Indebtedness under the Existing Credit Agreement, each in form and
  substance reasonably satisfactory to the Agent.                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (q)   HMT
  Credit Documents.Receipt and review by the Agent
  of the HMT Credit Documents, the results of such review to be satisfactory to
  the Agent in its sole discretion.                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (r)   Other.  Receipt by the Lenders of such other
  documents, instruments, agreements, legal opinions or information as
  reasonably requested by any Lender, including, but not limited to,
  information regarding litigation, tax, accounting, labor, insurance, pension
  liabilities (actual or contingent), real estate leases, environmental
  matters, material contracts, debt agreements, property ownership, contingent
  liabilities and management of the Consolidated Parties.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 5.2   Conditions
  to all Extensions of Credit.                                                                                                                                                                                                                                                                                                                                                                                                                                               

The
obligations of each Lender to make, convert or extend any Loan and of the
Issuing Lender to issue or extend any Letter of Credit (including the initial
Loans and the initial Letter of Credit) are subject to satisfaction of the
following conditions in addition to satisfaction on the Closing Date of the
conditions set forth in Section 5.1:

| | (a)   The
  Borrower shall have delivered (i) in the case of any Revolving Loan, an
  appropriate Notice of Borrowing or Notice of Extension/Conversion or
  (ii) in the case of any Letter of Credit, the Issuing Lender shall have
  received an appropriate request for issuance in accordance with the
  provisions of Section 2.2(b);                                                                                                                                                                                                                                     
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b)   The
  representations and warranties set forth in Section 6 shall, subject to
  the limitations set forth therein, be true and correct in all material
  respects as of such date (except for those which expressly relate to an
  earlier date);                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c)   There
  shall not have been commenced against any Consolidated Party an involuntary
  case under any applicable bankruptcy, insolvency or other similar law now or
  hereafter in effect, or any case, proceeding or other action for the
  appointment of a receiver, liquidator, assignee, custodian, trustee,
  sequestrator (or similar official) of such Person or for any substantial part of its
  Property or for the winding up or liquidation of its affairs, and such
  involuntary case or other case, proceeding or other action shall remain
  undismissed;

55

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| | (d)   No
  Default or Event of Default shall exist and be continuing either prior to or
  after giving effect thereto; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (e)   Immediately
  after giving effect to the making of such Loan, in the case of a request for
  a Revolving Loan or a Swingline Loan (and the application of the proceeds
  thereof) or to the issuance of such Letter of Credit, as the case may be,
  (i) the sum of the aggregate outstanding principal amount of Revolving
  Loans plus LOC Obligations plus Swingline Loans shall not
  exceed the Revolving Committed Amount, (ii) the LOC Obligations shall
  not exceed the LOC Committed Amount and (iii) the aggregate outstanding
  principal amount of Swingline Loans shall not exceed the Swingline Committed
  Amount.

The delivery of each Notice of
Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b)
shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in
subsections (b), (c), (d) and (e) above.

SECTION
6

REPRESENTATIONS
AND WARRANTIES

The
Credit Parties hereby represent to the Agent and each Lender that:

| | 6.1   Financial
  Condition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (a)   The
  audited consolidated balance sheets and income statements of the Consolidated
  Parties delivered to the Agent and the Lenders (including the notes thereto)
  on or prior to the Closing Date (i) have been audited by Ernst &
  Young LLP, (ii) have been prepared in accordance with GAAP consistently
  applied throughout the periods covered thereby and (iii) present fairly
  (on the basis disclosed in the footnotes to such financial statements) the
  consolidated financial condition, results of operations and cash flows of the
  Consolidated Parties as of such date and for such periods.  The unaudited interim balance sheets of
  the Consolidated Parties as at the end of, the related unaudited interim
  statements of earnings and of cash flows for and the related working capital
  detail for each fiscal month and quarterly period (i) have been prepared
  in accordance with GAAP consistently applied throughout the periods covered
  thereby and (ii) present fairly (on the basis disclosed in the footnotes
  to such financial statements) the consolidated financial condition, results
  of operations and cash flows of the Consolidated Parties as of such date and
  for such periods.  Other than as set
  forth on Schedule 6.1(a), during the period from September 30, 2003 to
  and including the Closing Date, there has been no sale, transfer or other
  disposition by any Consolidated Party of any material part of the business or
  property of the Consolidated Parties, taken as a whole, and no purchase or
  other acquisition by any of them of any business or property (including any
  Capital Stock of any other Person) material in relation to the consolidated
  financial condition of the Consolidated Parties, taken as a whole, in each
  case, which is not reflected in the foregoing financial statements or in the
  notes thereto and has not otherwise been
  disclosed in writing to the Lenders on or prior to the Closing Date.  As of the Closing Date, the Borrower and
  its Subsidiaries have no material liabilities

56

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| | (contingent or otherwise) that
  are not reflected in the foregoing financial statements or in the notes
  thereto.                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b)   The
  pro forma consolidated balance sheet of the Consolidated Parties as of the
  Closing Date giving effect to the Transaction in accordance with the terms of
  the Purchase Agreement and reflecting estimated purchase accounting
  adjustments (i)  has been prepared
  in accordance with GAAP consistently applied throughout the periods covered
  thereby and (ii) is based upon reasonable assumptions made known to
  the Lenders and upon information not known to be incorrect or misleading in
  any material respect.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c)   The
  pro forma balance sheets and related statements of earnings and cash flows
  for and the related working capital detail of the Consolidated Parties,
  delivered after the Closing Date (i) have been or will be prepared in
  accordance with GAAP consistently applied throughout the periods covered
  thereby and (ii) are or will
  be based upon reasonable assumptions made known to the Lenders and
  upon information not known to be incorrect or misleading in any material
  respect.                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d)   The
  financial statements delivered pursuant to Section 7.1(a) and (b) have
  been prepared in accordance with GAAP (except as may otherwise be permitted
  under Section 7.1(a) and (b)) and present fairly (on the basis disclosed
  in the footnotes to such financial statements) the consolidated financial
  condition, results of operations and cash flows of the Consolidated Parties
  as of such date and for such periods.                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 6.2   No
  Material Change.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

Since
September 30, 2003, there has been no development or event relating to or
affecting a Consolidated Party which has had or could have a Material Adverse
Effect.

| | 6.3   Organization
  and Good Standing.
| | ---------------------------------------

Each
of the Consolidated Parties (a) is duly organized, validly existing and is
in good standing under the laws of the jurisdiction of its incorporation or
organization, (b) has the corporate or other necessary power and
authority, and the legal right, to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged and (c) is duly qualified as a foreign entity and in
good standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, other than in such jurisdictions where the failure to be so
qualified and in good standing would not have a Material Adverse Effect.

| | 6.4   Power;
  Authorization; Enforceable Obligations.
| | ------------------------------------------------------

Each
of the Credit Parties has the corporate or other necessary power and authority,
and the legal right, to make, deliver and perform the Credit Documents to which
it is a party, and in the case of the Borrower, to obtain extensions of credit
hereunder, and has taken all necessary corporate or other necessary action to
authorize the borrowings and other extensions of credit on the terms and conditions
of this Credit Agreement and to authorize the execution, delivery and
performance of the Credit Documents to which it is a party.  No consent or authorization of, filing with,
notice to or

57

---

---

other similar act by or in respect of, any Governmental Authority
or any other Person is required to be obtained or made by or on behalf of any
Credit Party in connection with the borrowings or other extensions of credit
hereunder, or with the execution, delivery, performance, validity or
enforceability of the Credit Documents to which such Credit Party is a party or
with the consummation of the Transaction, except for (i) consents,
authorizations, notices and filings described in Schedule 6.4, all
of which have been obtained or made or have the status described in such Schedule 6.4
and (ii) filings to perfect the Liens created by the Collateral
Documents.  This Credit Agreement has been, and each other Credit Document to which
any Credit Party is a party will be, duly executed and delivered on behalf of
the Credit Parties.  This Credit
Agreement constitutes, and each other Credit Document to which any Credit Party
is a party when executed and delivered will constitute, a legal, valid and
binding obligation of such Credit Party enforceable against such party in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).

| | 6.5   No
  Conflicts.
| | ---------------------

Neither
the execution and delivery of the Credit Documents, nor the consummation of the
transactions contemplated therein, nor performance of and compliance with the
terms and provisions thereof by any Consolidated Party will (a) violate or
conflict with any provision of its articles or certificate of incorporation or
bylaws or other organizational or governing documents of such Person,
(b) violate, contravene or materially conflict with any Requirement of Law
or any other law, regulation (including, without limitation, Regulation U or
Regulation X), order, writ, judgment, injunction, decree or permit applicable
to it, (c) violate, contravene or conflict with contractual provisions of,
or cause an event of default under, any material indenture, loan agreement,
mortgage, deed of trust, contract or other agreement or instrument to which it
is a party or by which it may be bound or (d) result in or require the
creation of any Lien (other than those contemplated in or created in connection
with the Credit Documents) upon or with respect to its properties.

| | 6.6   No
  Default.
| | -------------------

No
Consolidated Party is in default in any respect under any contract, lease, loan
agreement, indenture, mortgage, security agreement or other agreement or
obligation to which it is a party or by which any of its properties is bound
which default could have a Material Adverse Effect.  No Default or Event of Default has occurred or exists except as
previously disclosed in writing to the Lenders.

| | 6.7   Ownership.
| | ----------------

Each
Consolidated Party is the owner of, and has good and marketable title to, all
of its respective assets and none of such assets is subject to any Lien other
than Permitted Liens.

| | 6.8   Indebtedness.
| | -------------------

Except
as otherwise permitted under Section 8.1, the Consolidated Parties have no
Indebtedness.

58

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| | 6.9   Litigation.
| | -----------------

There
does not exist (i) any order, decree, judgment, ruling or injunction which
restrains the consummation of the acquisition of the Acquired Companies in the
manner contemplated by the Purchase Agreement or (ii) any pending or
threatened action, suit or legal, equitable, arbitration or administrative
proceeding against any Consolidated Party which might have a Material Adverse
Effect.

| | 6.10 Taxes.
| | -----------

Each
Consolidated Party has filed, or caused to be filed, all tax returns (Federal,
state, local and foreign) required to be filed and paid (a) all amounts of
taxes shown thereon to be due (including interest and penalties) and
(b) all other taxes, fees, assessments and other governmental charges
(including mortgage recording taxes, documentary stamp taxes and intangibles
taxes) owing by it, except for such taxes (i) which are not yet delinquent
or (ii) that are being contested in good faith and by proper proceedings,
and against which adequate reserves are being maintained in accordance with
GAAP.  No Credit Party is aware as of
the Closing Date of any proposed tax assessments against it or any other
Consolidated Party.

| | 6.11 Compliance
  with Law.
| | ---------------------------

Each
Consolidated Party is in compliance with all Requirements of Law and all other
laws, rules, regulations, orders and decrees (including without limitation
Environmental Laws) applicable to it, or to its properties, unless such failure
to comply could not have a Material Adverse Effect.  No Requirement of Law could cause a Material Adverse Effect.

| | 6.12 ERISA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (a)   During
  the five-year period prior to the date on which this representation is made
  or deemed made: (i) no ERISA Event has occurred, and, to the best
  knowledge of the Executive Officers of the Credit Parties, no event or
  condition has occurred or exists as a result of which any ERISA Event could
  reasonably be expected to occur, with respect to any Plan; (ii) no
  accumulated funding deficiency, as such term is defined in Section 302
  of ERISA and Section 412 of the Code, whether or not waived, has
  occurred with respect to any Plan; (iii) each Plan has been maintained,
  operated, and funded in compliance with its own terms and in material
  compliance with the provisions of ERISA, the Code, and any other applicable
  Federal or state laws; and (iv) no Lien in favor of the PBGC or a Plan
  has arisen or is reasonably likely to arise on account of any Plan.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b)   The
  actuarial present value of all benefit liabilities (as defined in
  Section 4001(a)(16) of ERISA), whether or not vested, under each Single
  Employer Plan, as of the last annual valuation date prior to the date on
  which this representation is made or deemed made (determined, in each case,
  in accordance with Financial Accounting Standards Board Statement 87, utilizing
  the actuarial assumptions used in such Plans most recent actuarial valuation
  report), did not exceed as of such valuation date the fair market value of
  the assets of such Plan.                                                                                                                                                                                                                                                                                                                           

59

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| | (c)   Neither
  any Consolidated Party nor any ERISA Affiliate has incurred, or, to the best
  knowledge of the Executive Officers of the Credit Parties, could be
  reasonably expected to incur, any withdrawal liability under ERISA to any
  Multiemployer Plan or Multiple Employer Plan.  Neither any Consolidated Party nor any ERISA Affiliate would
  become subject to any withdrawal liability under ERISA if any Consolidated
  Party or any ERISA Affiliate were to withdraw completely from all
  Multiemployer Plans and Multiple Employer Plans as of the valuation date most
  closely preceding the date on which this representation is made or deemed
  made.  Neither any Consolidated Party
  nor any ERISA Affiliate has received any notification that any Multiemployer
  Plan is in reorganization (within the meaning of Section 4241 of ERISA),
  is insolvent (within the meaning of Section 4245 of ERISA), or has been
  terminated (within the meaning of Title IV of ERISA), and no Multiemployer
  Plan is, to the best knowledge of the Executive Officers of the Credit
  Parties, reasonably expected to be in reorganization, insolvent, or
  terminated.                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (d)   No
  prohibited transaction (within the meaning of Section 406 of ERISA or
  Section 4975 of the Code) or breach of fiduciary responsibility has
  occurred with respect to a Plan which has subjected or may subject any
  Consolidated Party or any ERISA Affiliate to any liability under
  Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of
  the Code, or under any agreement or other instrument pursuant to which any
  Consolidated Party or any ERISA Affiliate has agreed or is required to
  indemnify any Person against any such liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (e)   Neither
  any Consolidated Party nor any ERISA Affiliates has any material liability
  with respect to expected post-retirement benefit obligations within the
  meaning of the Financial Accounting Standards Board Statement 106.  Each Plan which is a welfare plan (as
  defined in Section 3(1) of ERISA) to which Sections 601-609 of
  ERISA and Section 4980B of the Code apply has been administered in
  compliance in all material respects with such sections.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (f)   Neither
  the execution and delivery of this Credit Agreement nor the consummation of
  the financing transactions contemplated thereunder will involve any
  transaction which is subject to the prohibitions of Sections 404, 406 or
  407 of ERISA or in connection with which a tax could be imposed pursuant to
  Section 4975 of the Code.  The
  representation by the Credit Parties in the preceding sentence is made in
  reliance upon and subject to the accuracy of the Lenders representation in
  Section 11.15 with respect to their source of funds and is subject, in
  the event that the source of the funds used by the Lenders in connection with
  this transaction is an insurance companys general asset account, to the
  application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg.
  35,925 (1995), compliance with the regulations issued under
  Section 401(c)(1)(A) of ERISA, or the issuance of any other prohibited
  transaction exemption or similar relief, to the effect that assets in an
  insurance companys general asset account do not constitute assets of an
  employee benefit plan within the meaning of Section 3(3) of ERISA or a
  plan within the meaning of Section 4975(e)(1) of the Code.

| | 6.13 Corporate
  Structure; Capital Stock, Etc.
| | -----------------------------------------------

The
ownership structure (setting forth the percentage owned directly or indirectly
by the Borrower) of the Consolidated Parties as of the Closing Date after
giving effect to the Transaction is

60

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as described in Schedule 6.13A.  Set forth on Schedule 6.13B is a
complete and accurate list as of the Closing Date with respect to the Borrower
and each of its direct and indirect Subsidiaries of (i) jurisdiction of
incorporation, (ii) number of shares of each class of Capital Stock
outstanding, (iii) number and percentage of outstanding shares of each
class owned (directly or indirectly) by the Consolidated Parties and
(iv) number and effect, if exercised, of all outstanding options,
warrants, rights of conversion or purchase and all other similar rights with
respect thereto as of the Closing Date. 
The outstanding Capital Stock of all such Persons is validly issued,
fully paid and non-assessable and is owned by the Consolidated Parties,
directly or indirectly, in the manner set forth on Schedule 6.13B,
free and clear of all Liens (other than those arising under or contemplated in
connection with the Credit Documents). 
Other than as set forth in Schedule 6.13B, neither the
Borrower nor any of its Subsidiaries has outstanding any securities convertible
into or exchangeable for its Capital Stock nor does any such Person have
outstanding any rights to subscribe for or to purchase or any options for the
purchase of, or any agreements providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any character relating to
its Capital Stock.

| | 6.14 Governmental
  Regulations, Etc.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (a)   None
  of the transactions contemplated by this Credit Agreement (including, without
  limitation, the direct or indirect use of the proceeds of the Loans) will
  violate or result in a violation of the Securities Act, the Securities
  Exchange Act or any of Regulations U and X.                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b)   None
  of the Consolidated Parties is (i) an investment company, or a company
  controlled by an investment company, within the meaning of the Investment
  Company Act of 1940, as amended, (ii) a holding company as defined in,
  or otherwise subject to regulation under, the Public Utility Holding Company
  Act of 1935, as amended or (iii) subject to regulation under any other
  Federal or state statute or regulation which limits its ability to incur Indebtedness.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 6.15 Purpose
  of Loans and Letters of Credit.                                                                                                                                                                                                                                                                                                                                                                                                                                                   

The
proceeds of the Loans hereunder shall be used solely by the Borrower to effect
the Transaction, to pay fees and expenses related to the Transaction and to
provide for working capital and general corporate purposes of the Borrower and
its Subsidiaries.  The Letters of Credit
shall be used only for or in connection with appeal bonds, reimbursement
obligations arising in connection with surety and reclamation bonds, reinsurance,
domestic or international trade transactions and obligations not otherwise
aforementioned relating to transactions entered into by the applicable account
party in the ordinary course of business.

| | 6.16 Environmental
  Matters.                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (a)   Each
  of the Real Properties and all operations at the Real Properties are in
  compliance with all applicable Environmental Laws, there is no violation of
  any Environmental Law with respect
  to the Real Properties or the Businesses, and there are no conditions
  relating to the Real Properties or the Businesses that could give rise to
  liability under any applicable Environmental Laws.

61

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| | (b)   None
  of the Real Properties contains, or has previously contained, any Materials
  of Environmental Concern at, on or under the Real Properties in amounts or
  concentrations that constitute or constituted a violation of, or could give
  rise to liability under, Environmental Laws.                                                                                                                                                                                                                                                                      
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c)   No
  Consolidated Party has received any written or verbal notice of, or inquiry
  from any Governmental Authority regarding, any violation, alleged violation,
  non-compliance, liability or potential liability regarding environmental
  matters or compliance with Environmental Laws with regard to any of the Real
  Properties or the Businesses, nor does any Executive Officer of any Credit
  Party have knowledge or reason to believe that any such notice will be
  received or is being threatened.                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (d)   Materials
  of Environmental Concern have not been transported or disposed of from the
  Real Properties, or generated, treated, stored or disposed of at, on or under
  any of the Real Properties or any other location, in each case by or on
  behalf of any Consolidated Party in violation of, or in a manner that could
  give rise to liability under, any applicable Environmental Law.                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (e)   No
  judicial proceeding or governmental or administrative action is pending or,
  to the best knowledge of the Executive Officers of the Credit Parties,
  threatened, under any Environmental Law to which any Consolidated Party is or
  will be named as a party, nor are there any consent decrees or other decrees,
  consent orders, administrative orders or other orders, or other
  administrative or judicial requirements outstanding under any Environmental
  Law with respect to the Consolidated Parties, the Real Properties or the
  Businesses.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (f)   There
  has been no release, or threat of release, of Materials of Environmental
  Concern at or from the Real Properties, or arising from or related to the
  operations (including, without limitation, disposal) of any Consolidated
  Party in connection with the Real Properties or otherwise in connection with
  the Businesses, in violation of or in amounts or in a manner that could give
  rise to liability under Environmental Laws.                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 6.17 Intellectual
  Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

Each
Consolidated Party owns, or has the legal right to use, all trademarks, service
marks, trade names, trade dress, patents, copyrights, technology, know-how and
processes (the Intellectual Property) necessary for each of them to
conduct its business as currently conducted except for those the failure to own
or have such legal right to use could not have a Material Adverse Effect.  Set forth on Schedule 6.17 is a
list of all Intellectual Property registered or pending registration with the
United States Copyright Office or the United States Patent and Trademark Office
and owned by each Consolidated Party or that any Consolidated Party has the
right to use.  Except as provided on Schedule 6.17,
no claim has been asserted and is pending by any Person challenging or
questioning the use of the Intellectual Property or the validity or
effectiveness of the Intellectual Property, nor does any Credit Party know of
any such claim, and, to the knowledge of the Executive Officers of the
Credit Parties, the use of the Intellectual Property by any Consolidated Party
or the granting of a right or a license in respect of the Intellectual Property
from any Consolidated Party does not infringe on the rights of any Person,
except for such claims and infringements that, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.  As of the Closing Date, none

62

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of the
Intellectual Property of the Consolidated Parties is subject to any licensing
agreement or similar arrangement except as set forth on Schedule 6.17.

| | 6.18 Solvency.
| | --------------

The
Credit Parties are Solvent on a consolidated basis.

| | 6.19 Investments.
| | -----------------

All
Investments of each Consolidated Party are Permitted Investments.

| | 6.20 Business
  Locations.
| | --------------------------

Set
forth on Schedule 6.20(a) is a list of all Real Properties
located in the United States of America as
of the Closing Date.  Set forth on Schedule 6.20(b)
is a list of all locations where any tangible personal property of a Credit
Party is located as of the Closing Date. 
Set forth on Schedule 6.20(c) is the chief executive office,
jurisdiction of incorporation or formation and principal place of business of
each Credit Party as of the Closing Date.

| | 6.21 Disclosure.
| | ----------------

Neither
this Credit Agreement nor any financial statements delivered to the Lenders nor
any other document, certificate or statement furnished to the Lenders by or on
behalf of any Consolidated Party in connection with the transactions
contemplated hereby contains any untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements contained
therein or herein not misleading.

| | 6.22 No
  Burdensome Restrictions.
| | ----------------------------------

No
Consolidated Party is a party to any agreement or instrument or subject to any
other obligation or any charter or corporate restriction or any provision of
any applicable law, rule or regulation which, individually or in the aggregate,
could have a Material Adverse Effect.

| | 6.23 Brokers
  Fees.
| | ---------------------

No
Consolidated Party has any obligation to any Person in respect of any finders,
brokers, investment banking or other similar fee in connection with any of the
transactions contemplated under the Credit Documents.

| | 6.24 Labor
  Matters.
| | ---------------------

There
are no collective bargaining agreements or Multiemployer Plans covering the
employees of a Consolidated Party as of the Closing Date and none of the
Consolidated Parties has suffered
any strikes, walkouts, work stoppages or other material labor difficulty within
the last five years.

63

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| | 6.25 Nature
  of Business.
| | --------------------------

As
of the Closing Date, the Consolidated Parties are engaged in the business of
providing non-invasive urologic and orthopedic services.

| | 6.26 Representations
  and Warranties from Purchase Agreement.
| | --------------------------------------------------------------

As
of the Closing Date, each of the representations and warranties made in the
Purchase Agreement by each of the parties thereto is true and correct in all
material respects.

| | 6.27 Security
  Agreement and Pledge Agreement Schedules.
| | ---------------------------------------------------------

As
of the Closing Date, Schedule 6.27(a) and Schedule 6.27(b) sets forth
completely the information required to be set forth on Schedules 2(d) and 4(a)
of the Security Agreement and Schedules 2(a) and 5(d) to the Pledge Agreement,
respectively, and such Schedules shall hereby be deemed to amend, restate and
replace such existing Schedules in their entirety.

SECTION
7

AFFIRMATIVE
COVENANTS

Each
Credit Party hereby covenants and agrees that until such time as this Credit
Agreement has been terminated in accordance with the terms of
Section 11.13:

| | 7.1   Information
  Covenants.
| | ------------------------------

The
Credit Parties will furnish, or
cause to be furnished, to the Agent and each of the Lenders:

| | (a)   Annual
  Financial Statements.  As soon as
  available, and in any event within 100 days after the close of each fiscal
  year of the Consolidated Parties, a consolidated balance sheet and income
  statement of the Consolidated Parties as of the end of such fiscal year,
  together with related consolidated statements of retained earnings and cash
  flows for such fiscal year, in each case setting forth in comparative form
  consolidated figures for the preceding fiscal year, all such financial
  information described above to be in reasonable form and detail and audited
  by independent certified public accountants of recognized national standing
  reasonably acceptable to the Agent and whose opinion shall be to the effect
  that such financial statements have been prepared in accordance with GAAP
  (except for changes with which such accountants concur) and shall not be
  limited as to the scope of the audit or qualified as to the status of the
  Consolidated Parties as a going concern or any other material qualifications
  or exceptions.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b)   Quarterly
  Financial Statements.  As soon as
  available, and in any event within 55 days after the close of each of the
  first three fiscal quarters of each fiscal year of the Consolidated Parties, a
  consolidated balance sheet and income statement of the Consolidated Parties
  as of the end of such fiscal quarter, together with related consolidated
  statements of retained earnings and cash flows for such fiscal quarter, in each case setting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

64

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| | forth in comparative form consolidated figures for the
  corresponding period of the preceding fiscal year, all such financial
  information described above to be in reasonable form and detail and
  reasonably acceptable to the Agent, and accompanied by a certificate of an
  Executive Officer of the Borrower to the effect that such quarterly financial
  statements fairly present in all material respects the financial condition of
  the Consolidated Parties and have been prepared in accordance with GAAP,
  subject to changes resulting from audit and normal year-end audit
  adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c)   Officers
  Certificate.  At the time of
  delivery of the financial statements provided for in Sections 7.1(a) and
  7.1(b) above, a certificate of an Executive Officer of the Borrower
  substantially in the form of Exhibit 7.1(c),
  (i) demonstrating compliance with the financial covenants contained in
  Section 7.10 by calculation thereof as of the end of each such fiscal
  period and attaching information with sufficient detail to, in the reasonable
  judgment of the Agent, support such calculations and otherwise in form and
  substance reasonably satisfactory to the Agent; (ii) stating that no
  Default or Event of Default exists, or if any Default or Event of Default
  does exist, specifying the nature and extent thereof and what action the
  Credit Parties propose to take with respect thereto; (iii) otherwise
  containing such statements consistent with the applicable requirements of the
  Securities and Exchange Commission; and (iv) stating whether any change in
  GAAP or the application thereof has occurred since the date of the financial
  statements delivered on the Closing Date and, if any such change has occurred
  specifying the change and its effect on the financial statements delivered in
  connection therewith.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (d)   Annual
  Business Plan and Budgets.  Not
  later than 60 days following the end of each fiscal year of the Borrower,
  beginning with the fiscal year ending December 31, 2004, an annual business
  plan and budget of the Consolidated Parties containing, among other things,
  pro forma financial statements for the next fiscal year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (e)   Compliance
  With Certain Provisions of the Credit Agreement.  Within 100 days after the end of each
  fiscal year of the Credit Parties,
  a certificate containing information regarding the amount of all Asset
  Dispositions (other than any Asset Disposition constituting a transaction of
  the type described in clauses (i) through (iv) or clause (vi) of the definition of Excluded Asset
  Disposition set forth in Section 1.1), Debt Issuances, Equity Issuances
  and Acquisitions that occurred during the prior fiscal year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (f)   Accountants
  Certificate.  Within the period
  for delivery of the annual financial statements provided in
  Section 7.1(a), a certificate of the accountants conducting the annual
  audit stating that they have reviewed this Credit Agreement as it relates to
  accounting and other financial matters and stating further whether, in the
  course of their audit, they have become aware of any Default or Event of
  Default and, if any such Default or Event of Default exists, specifying the
  nature and extent thereof, provided that such accountants shall not be
  liable by reason of any failure to obtain knowledge of any such Default or
  Event of Default that would not be disclosed in the course of their audit
  examination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (g)   Auditors
  Reports.  Promptly upon receipt
  thereof, a copy of any other report or management letter submitted by
  independent accountants to any Consolidated Party in connection with any
  annual, interim or special audit of the books of such Person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

65

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| | (h)   Reports.  Promptly upon transmission or receipt
  thereof, (i) copies of any filings and registrations with, and reports
  to or from, the Securities and Exchange Commission, or any successor agency,
  and copies of all financial statements, proxy statements, notices and reports
  as any Consolidated Party shall send to its shareholders or to a holder of
  any Indebtedness owed by any Consolidated Party in its capacity as such a
  holder and (ii) upon the request of the Agent, all reports and written
  information to and from the United States Environmental Protection Agency, or
  any state or local agency responsible for environmental matters, the United
  States Occupational Health and Safety Administration, or any state or local
  agency responsible for health and safety matters, or any successor agencies
  or authorities concerning environmental, health or safety matters.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (i)   Notices.  Upon any Executive Officer of a Credit
  Party obtaining knowledge thereof, the Credit Parties will give written notice to the Agent
  immediately of (i) the occurrence of an event or condition consisting of
  a Default or Event of Default, specifying the nature and existence thereof
  and what action the Credit Parties propose to take with respect thereto, and
  (ii) the occurrence of any of the following with respect to any
  Consolidated Party (A) the pendency or commencement of any litigation,
  arbitral or governmental proceeding against such Person which if adversely determined
  is likely to have a Material Adverse Effect or (B) the institution of
  any proceedings against such Person with respect to, or the receipt of notice
  by such Person of potential liability or responsibility for violation, or
  alleged violation of any Federal, state or local law, rule or regulation,
  including but not limited to, Environmental Laws, the violation of which
  could have a Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (j)   ERISA.  Upon any Executive Officer of a Credit
  Party obtaining knowledge thereof, the Credit Parties will give written notice to the Agent promptly
  (and in any event within five (5) Business Days) of: (i) any event or
  condition, including, but not limited to, any Reportable Event, that
  constitutes, or might reasonably lead to, an ERISA Event; (ii) with
  respect to any Multiemployer Plan, the receipt of notice as prescribed in
  ERISA or otherwise of any withdrawal liability assessed against the Credit
  Parties or any ERISA Affiliates, or of a
  determination that any Multiemployer Plan is in reorganization or insolvent
  (both within the meaning of Title IV of ERISA); (iii) the failure to
  make full payment on or before the due date (including extensions) thereof of
  all amounts which any Consolidated Party or any ERISA Affiliate is required
  to contribute to each Plan pursuant to its terms and as required to meet the
  minimum funding standard set forth in ERISA and the Code with respect
  thereto; or (iv) any change in the funding status of any Plan that could
  have a Material Adverse Effect, together with a description of any such event
  or condition or a copy of any such notice and a statement by an
  Executive Officer of the Borrower briefly
  setting forth the details regarding such event, condition, or notice, and the
  action, if any, which has been or is being taken or is proposed to be taken
  by the Credit Parties with respect thereto. 
  Promptly upon request, the Credit Parties shall furnish the Agent and
  the Lenders with such additional information concerning any Plan as may be
  reasonably requested, including, but not limited to, copies of each annual
  report/return (Form 5500 series), as well as all schedules and attachments
  thereto required to be filed with the Department of Labor and/or the Internal Revenue
  Service pursuant to ERISA and the Code, respectively, for each plan year
  (within the meaning of Section 3(39) of ERISA).

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (k)  Environmental.  Upon the reasonable written request of the
  Agent following the occurrence of any event or the discovery of any condition
  which the Agent or the Required Lenders reasonably believe has caused (or
  could be reasonably expected to cause) the representations and warranties set
  forth in Section 6.16 to be untrue in any material respect, the Credit
  Parties will furnish or cause to be furnished to the Agent, at the Credit
  Parties expense, a report of an
  environmental assessment of reasonable scope, form and depth, (including,
  where appropriate, invasive soil or groundwater sampling) by a consultant
  reasonably acceptable to the Agent as to the nature and extent of the
  presence of any Materials of Environmental Concern on any Real Properties (as
  defined in Section 6.16) and as to the compliance by any Consolidated
  Party with Environmental Laws at such Real Properties.  If the Credit Parties fail to deliver such
  an environmental report within seventy-five (75) days after receipt of such
  written request then the Agent may arrange for same, and the Consolidated
  Parties hereby grant to the Agent and their representatives access to the Real
  Properties to reasonably undertake such an assessment (including, where
  appropriate, invasive soil or groundwater sampling).  The reasonable cost of any assessment
  arranged for by the Agent pursuant to this provision will be payable by the Credit
  Parties on demand and added to the
  obligations secured by the Collateral Documents.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (l)   Additional
  Patents and Trademarks.  At the
  time of delivery of the financial statements and reports provided for in
  Section 7.1(a), a report signed by an Executive Officer of the Borrower setting forth (i) a list
  of registration numbers for all patents, trademarks, service marks, trade
  names and copyrights awarded to any Credit Party since the last day of the
  immediately preceding fiscal year and (ii) a list of all patent
  applications, trademark applications, service mark applications, trade name
  applications and copyright applications submitted by any Credit Party since
  the last day of the immediately preceding fiscal year and the status of each
  such application, all in such form as shall be reasonably satisfactory to the
  Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (m)   Annual
  Insurance Certificates. At the time of delivery of the financial
  statements and reports provided for in Section 7.1(a), copies of
  insurance policies or certificates of insurance of the Consolidated Parties
  evidencing liability and casualty insurance meeting the requirements set
  forth in the Credit Documents, including, but not limited to, naming the
  Agent as additional insured (in the case of liability insurance) or loss
  payee (in the case of hazard insurance) on behalf of the Lenders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (n)   Other
  Information.  With reasonable
  promptness upon any such request, such other information regarding the
  business, properties or financial condition of any Consolidated Party as the
  Agent or the Required Lenders may reasonably request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 7.2   Preservation
  of Existence and Franchises.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Except
as a result of or in connection with a dissolution, merger or disposition of a
Subsidiary not prohibited by
Section 8.4 or Section 8.5, each Credit Party will, and will cause
each of the Consolidated Parties to, do all things necessary to preserve and
keep in full force and effect its existence, rights, franchises and authority.

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| | 7.3   Books
  and Records.
| | --------------------------

Each
Credit Party will, and will cause each of the Consolidated Parties to, keep
complete and accurate books and records of its transactions in accordance with
good accounting practices on the basis of GAAP (including the establishment and
maintenance of appropriate reserves).

| | 7.4   Compliance
  with Law.
| | ----------------------------

Each
Credit Party will, and will cause each of the Consolidated Parties to, comply
with all laws, rules, regulations and orders, and all applicable restrictions
imposed by all Governmental Authorities, applicable to it and its Property if
noncompliance with any such law, rule, regulation, order or restriction could
have a Material Adverse Effect.

| | 7.5   Payment
  of Taxes and Other Claims.
| | ------------------------------------------

Each
Credit Party will, and will cause each of the Consolidated Parties to, pay and
discharge (a) all taxes, assessments and governmental charges or levies
imposed upon it, or upon its income or profits, or upon any of its properties,
before they shall become delinquent and (b) all lawful claims (including
claims for labor, materials and supplies) which, if unpaid, might give rise to
a Lien upon any of its properties; provided, however, that no
Consolidated Party shall be required to pay any such tax, assessment, charge,
levy or claim which is being contested in good faith by appropriate proceedings
and as to which adequate reserves therefor have been established in accordance
with GAAP, unless the failure to make any such payment could have a Material
Adverse Effect.

| | 7.6   Insurance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (a)   Each
  Credit Party will, and will cause each of the Consolidated Parties to, at all
  times maintain in full force and effect insurance (including workers
  compensation insurance, liability insurance, casualty insurance and business
  interruption insurance) in such amounts, covering such risks and liabilities
  and with such deductibles or self-insurance retentions as are in accordance
  with normal industry practice. 
  The Agent shall be named as loss payee or mortgagee, as its interest
  may appear, and/or additional insured with respect to any such insurance
  providing coverage in respect of any Collateral, and each provider of any
  such insurance shall agree, by endorsement upon the policy or policies issued
  by it or by independent instruments furnished to the Agent, that it will give
  the Agent thirty (30) days prior written notice before any such policy or
  policies shall be altered or canceled. 
  The present insurance coverage of the
  Consolidated Parties is outlined as to carrier, policy number, expiration
  date, type and amount on Schedule 7.6.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b)   In
  the event that the Credit Parties receive Net Cash Proceeds in excess of
  $250,000 in aggregate amount during any fiscal year of the Consolidated
  Parties (Excess Proceeds) on account of Involuntary Dispositions,
  the Credit Parties shall, within
  the period of 180 days following the date of receipt of such Excess Proceeds,
  apply (or cause to be applied) an amount equal to such Excess Proceeds to
  (i) make Eligible Reinvestments (including but not limited to the
  repair or replacement of the related Property) or (ii) prepay the Loans (and cash collateralize LOC
  Obligations) in accordance with the terms of Section 3.3(b)(ii)(B); provided, however,
  that such Person shall not undertake replacement or restoration of
  such Property unless, after giving pro forma effect to any                                                                                                                                                                                                                                                                                          

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| | Indebtedness to be
  incurred in connection with such replacement or restoration, the Credit Parties
  would be in compliance with the financial covenants set forth in
  Section 7.10(a)-(d) as of the most recent fiscal quarter end preceding the date of determination with
  respect to which the Agent has received the Required Financial Information (assuming, for purposes hereof, that such
  Indebtedness was incurred as of the first day of the four
  fiscal-quarter period ending as of such fiscal
  quarter end).  All insurance proceeds shall be subject to
  the security interest of the Agent (for the ratable benefit of the Lenders)
  under the Collateral Documents. 
  Pending final application of any Excess Proceeds, the Credit Parties
  may apply such Excess Proceeds to temporarily reduce the Revolving Loans or
  to make Permitted Investments.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 7.7   Maintenance
  of Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Each
Credit Party will, and will cause each of the Consolidated Parties to, maintain
and preserve its properties and equipment material to the conduct of its
business in good repair, working order and condition, normal wear and tear and
Involuntary Dispositions excepted, and will make, or cause to be made, in such
properties and equipment from time to time all repairs, renewals, replacements,
extensions, additions, betterments and improvements thereto as may be needed or
proper, to the extent and in the manner customary for companies in similar
businesses.

| | 7.8   Use
  of Proceeds.
| | ------------------------

The
Borrower will use the proceeds of the Loans and will use the Letters of Credit
solely for the purposes set forth in Section 6.15.

| | 7.9   Audits/Inspections.
| | -------------------------

Upon
reasonable notice and during normal business hours, each Credit Party will, and
will cause each of the Consolidated Parties to, permit representatives
appointed by the Agent, including, without limitation, independent accountants,
agents, attorneys, and appraisers to visit and inspect its property, including
its books and records, its accounts receivable and inventory, its facilities
and its other business assets, and to make photocopies or photographs thereof
and to write down and record any information such representative obtains and
shall permit the Agent or its representatives to investigate and verify the
accuracy of information provided to the Lenders and to discuss all such matters
with the officers, employees and representatives of such Person.  The Credit Parties agree that the
Agent, and its representatives, may conduct an annual audit of the Collateral,
at the expense of the Credit Parties.

| | 7.10  Financial
  Covenants.                                                                                                                                                       
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                    
| | (a)   Total
  Leverage Ratio.  The Total
  Leverage Ratio, as of the last day of each fiscal quarter of the Consolidated
  Parties set forth below, shall be less than or equal to:

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| | Fiscal Year |  |  | March 31     |  |  | June 30      |  |  | September 30 |  |  | December 31  | 
| | ----------- |  |  | ------------ |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| | 2004        |  |  | 2.75 to 1.00 |  |  | 2.75 to 1.00 |  |  | 2.75 to 1.00 |  |  | 2.75 to 1.00 | 
| | 2005        |  |  | 2.50 to 1.00 |  |  | 2.50 to 1.00 |  |  | 2.25 to 1.00 |  |  | 2.25 to 1.00 | 
| | 2006        |  |  | 2.00 to 1.00 |  |  | 2.00 to 1.00 |  |  | 2.00 to 1.00 |  |  | 2.00 to 1.00 | 

| | (b)   Direct
  Leverage Ratio.  The Direct
  Leverage Ratio, as of the last day of each fiscal quarter of the Consolidated
  Parties set forth below shall be less than or equal to:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Fiscal Year |  |  | March 31     |  |  | June 30      |  |  | September 30 |  |  | December 31  | 
| | ----------- |  |  | ------------ |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| | 2004        |  |  | 2.00 to 1.00 |  |  | 2.00 to 1.00 |  |  | 2.00 to 1.00 |  |  | 2.00 to 1.00 | 
| | 2005        |  |  | 1.75 to 1.00 |  |  | 1.75 to 1.00 |  |  | 1.75 to 1.00 |  |  | 1.75 to 1.00 | 
| | 2006        |  |  | 1.50 to 1.00 |  |  | 1.50 to 1.00 |  |  | 1.50 to 1.00 |  |  | 1.50 to 1.00 | 

| | (c)   Consolidated
  Net Worth.  At all times the
  Consolidated Net Worth of the Borrower shall be greater than or equal to the
  sum of (a) 85% of Consolidated Net Worth as of December 31, 2003, plus (b) on
  a cumulative basis as of the end of each fiscal quarter of the Consolidated
  Parties, commencing with the fiscal quarter ending March 31, 2004 by an
  amount equal to 50% of Consolidated Net Income (to the extent positive) for
  the fiscal quarter then ended plus (c) 100% of the Net Cash Proceeds
  of all Equity Issuances (other than Excluded Equity Issuances) occurring
  subsequent to the Closing Date plus (d) 50% of extraordinary losses on
  a cumulative basis as of the end of each fiscal quarter of the Consolidated
  Parties, determined in accordance with GAAP minus (e) 50% of
  extraordinary gains other than Partnership Syndication Gains (to the extent
  such Partnership Syndication Gains do not exceed (x) from the period from the
  Closing Date through and including the fiscal quarter ended June 30, 2005,
  $3,000,000 for such period and (y) $2,000,000 thereafter).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d)   Interest
  Coverage Ratio.  The Interest
  Coverage Ratio, as of the last day of each fiscal quarter of the Consolidated
  Parties, shall be greater than or equal to 4.0 to 1.0.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (e)   Total
  Fixed Charge Coverage Ratio.  The
  Total Fixed Charge Coverage Ratio, as of the last day of each fiscal quarter
  of the Consolidated Parties, shall be greater than or equal to 1.5 to 1.0.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (f)   Direct
  Fixed Charge Coverage Ratio.  The
  Direct Fixed Charge Coverage Ratio, as of the last day of each fiscal quarter
  of the Consolidated Parties shall be greater than or equal to 1.5 to 1.0.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 7.11  New
  Subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

As
soon as practicable and in any event within 30 days after any Person becomes a direct or indirect
Subsidiary of any Credit Party, the Credit Parties shall (i) provide the
Agent with written notice thereof, (ii) if such Person is a Domestic
Subsidiary, cause such Person to execute

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a Joinder Agreement in substantially the same form as Exhibit 7.11, (iii) deliver
such other documentation as the Agent may reasonably request in connection with
the foregoing, including, without limitation, items of the types required to be
delivered pursuant to Section 5.1(b), (c), (d) and (e) with respect to a
Person of such type, all in form, content and scope reasonably satisfactory to
the Agent and (iv) otherwise comply with Section 7.12 in respect of
such Person.  Notwithstanding the foregoing,
no Domestic Subsidiary (other than a Wholly Owned Subsidiary) which was in
existence on the Closing Date shall be required to execute a Joinder Agreement
pursuant to this Section 7.11 until such time, if any, as such Subsidiary
becomes a Wholly Owned Subsidiary.

| | 7.12  Pledged
  Assets.
| | -----------------------

Each
Credit Party will(i) cause all
of its owned and leased real and personal Property other than Excluded Property
to be subject at all times to first priority, perfected and, in the case of
real Property (whether leased or owned), title insured Liens in favor of the
Agent to secure the Credit Party Obligations pursuant to the terms and
conditions of the Collateral Documents or, with respect to any such Property
acquired subsequent to the Closing Date, such other additional security
documents as the Agent shall reasonably request, subject in any case to
Permitted Liens and (ii) deliver such other documentation as the Agent may
reasonably request in connection with the foregoing, including, without
limitation, appropriate UCC-1 financing statements, real estate title insurance
policies, surveys, environmental reports, landlords waivers, certified
resolutions and other organizational and authorizing documents of such Person,
favorable opinions of counsel to such Person (which shall cover, among other
things, the legality, validity, binding effect and enforceability of the
documentation referred to above and the perfection of the Agents Liens
thereunder) and other items of the types required to be delivered pursuant to
Section 5.1(d) and (e), all in form, content and scope reasonably
satisfactory to the Agent.  Without
limiting the generality of the above, the
Credit Parties will cause (A) 100%
(or, if less, the full amount owned by such Credit Party) of the issued and
outstanding shares of Capital Stock owned by such Credit Party of each Domestic
Subsidiary (other than a non-Wholly Owned Subsidiary which was in existence on
the Closing Date until such time, if any, as such Subsidiary becomes a Wholly
Owned Subsidiary), (B) 100% (or, if
less, the full amount directly owned by such Credit Party) of the issued and outstanding Capital
Stock of each Consolidated Party and (C) 65% (or such greater percentage that, due to a change in an
applicable Requirement of Law after the date hereof, (1) could not reasonably
be expected to cause the undistributed earnings of such Foreign Subsidiary as
determined for United States federal income tax purposes to be treated as a
deemed dividend to such Foreign Subsidiarys United States parent and
(2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital
Stock entitled to vote (within the meaning of Treas. Reg.
Section 1.956-2(c)(2)) and 100% of the
issued and outstanding Capital Stock not entitled to vote (within the
meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary
directly owned by the Borrower or any Domestic Subsidiary to be subject at all
times to a first priority, perfected Lien in favor of the Agent pursuant to the
terms and conditions of the Collateral Documents or such other security
documents as the Agent shall reasonably request.

If, subsequent to the Closing Date, a Credit
Party shall acquire any Vehicle for which a certificate of title may be
issued, such Credit Party shall promptly deliver to the Agent, in form and
substance satisfactory to the Agent, evidence that (i) a certificate of title
for such Vehicle has been issued by the appropriate governmental authority in
the name of such Credit Party with the

71

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Agents security interest noted thereon
or (ii) the documentation necessary to have a certificate of title issued by
the appropriate governmental authority in the name of such Credit Party with
the Agents security interest
noted thereon has been delivered to such appropriate governmental authority.

| | 7.13  Upstreaming
  of Income from Consolidated Parties.
| | --------------------------------------------------------

The
Credit Parties will cause each Consolidated
Party that is not a Credit Party to distribute to the Credit Parties from time
to time (but in any event at least quarterly) the Credit Parties ratable share
of the cash flow available from operations (net of cash expenses) of such
Consolidated Party.

| | 7.14  Account
  Control Agreements.
| | -----------------------------------

Each
Credit Party shall deliver to the Agent an Account Control Agreement with
respect to each deposit account maintained by the Borrower or any other Credit
Party with any Person (other than the Agent), such Account Control Agreement to
be executed by such Credit Party, the depository institution with respect
thereto and the Agent; provided, however, the Borrower or such Credit Party
shall not be required to deliver an Account Control Agreement with respect to
any deposit account if the balance thereof does not exceed $500,000 at any time
(each an Excluded Account); provided the aggregate balances of all
Excluded Accounts of all Credit Parties shall not exceed $2,000,000 at any
time.

| | 7.15  Post
  Closing Items.
| | ---------------------------

Unless
waived in writing by the Agent, within the time periods prescribed in Schedule
7.15, the Borrower shall deliver the items required by Section 7.15, each to be
in form and substance reasonably satisfactory to the Agent.

SECTION
8

NEGATIVE
COVENANTS

Each
Credit Party hereby covenants and agrees that until such time as this Credit
Agreement has been terminated in accordance with the terms of
Section 11.13:

| | 8.1   Indebtedness.
| | -------------------

The
Credit Parties will not permit any Consolidated Party to contract, create,
incur, assume or permit to exist any Indebtedness, except:

| | (a)   Indebtedness
  arising under this Credit Agreement and the other Credit Documents;                                                                                                                                    
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                             
| | (b)   Indebtedness
  of the Consolidated Parties set forth in Schedule 8.1 (and
  renewals, refinancings and extensions thereof on terms and conditions no less
  favorable to such Person than such existing Indebtedness);

72

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| | (c)   Indebtedness
  hereafter incurred by the Consolidated Parties (other than the Borrower) provided
  that the total of all such Indebtedness shall not exceed an aggregate
  principal amount of $8,000,000 at any time outstanding;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                         
| | (d)   intercompany
  Indebtedness and Guaranty Obligations permitted under Section 8.6; and                                                                                                                                             
| |                                                                                                                                                                                                                                         
| | (e)   other
  unsecured Indebtedness hereafter incurred by the Borrower; provided that the aggregate principal amount of such Indebtedness shall not
  exceed $1,500,000 at any time.                                                   
| |                                                                                                                                                                                                                                         
| | 8.2   Liens.                                                                                                                                                                                                                            

The
Credit Parties will not permit any Consolidated Party to contract, create,
incur, assume or permit to exist any Lien with respect to any of its Property,
whether now owned or hereafter acquired, except for:

| | (a)   Liens
  in favor of the Agent to secure the Credit Party Obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b)   Liens
  (other than Liens created or imposed under ERISA) for taxes, assessments or
  governmental charges or levies not yet due or Liens for taxes being contested
  in good faith by appropriate proceedings for which adequate reserves
  determined in accordance with GAAP have been established;                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c)   statutory
  Liens of landlords and Liens of carriers, warehousemen, mechanics,
  materialmen and suppliers and other Liens imposed by law or pursuant to
  customary reservations or retentions of title arising in the ordinary course
  of business, provided that such Liens secure only amounts not yet due
  and payable or, if due and payable, are unfiled and no other action has been
  taken to enforce the same or are being contested in good faith by appropriate
  proceedings for which adequate reserves determined in accordance with GAAP
  have been established;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (d)   Liens
  (other than Liens created or imposed under ERISA) incurred or deposits made
  by any Consolidated Party in the ordinary course of business in connection
  with workers compensation, unemployment insurance and other types of social
  security, or to secure the performance of tenders, statutory obligations,
  bids, leases, government contracts, performance and return-of-money bonds and
  other similar obligations (exclusive of obligations for the payment of
  borrowed money);                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (e)   Liens
  in connection with any judgment which is not the basis for the existence of
  an Event of Default pursuant to Section 9.1(h);                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (f)   easements,
  rights-of-way, restrictions (including zoning restrictions), minor defects or
  irregularities in title and other similar charges or encumbrances not, in any
  material respect, impairing the use of the encumbered Property for its
  intended purposes;                                                                                                                                                                                                                                                                                                            

73

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| | (g)   Liens
  on Property of any Person securing purchase money Indebtedness (including
  Capital Leases and Synthetic Leases) of such Person permitted under
  Section 8.1(c), provided that any such Lien attaches to such
  Property concurrently with or within 90 days after the acquisition thereof;                                        
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                   
| | (h)   leases
  or subleases granted to others not interfering in any material respect with
  the business of any Consolidated Party;                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                   
| | (i)   any
  interest of title of a lessor under, and Liens arising from UCC financing
  statements (or equivalent filings, registrations or agreements in foreign
  jurisdictions) relating to, leases permitted by this Credit Agreement;                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                   
| | (j)   Liens
  deemed to exist in connection with Investments in repurchase agreements
  permitted under Section 8.6;                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                   
| | (k)   normal
  and customary rights of setoff upon deposits of cash in favor of banks or
  other depository institutions;                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                   
| | (l)   Liens
  of a collection bank arising under Section 4-210 of the Uniform
  Commercial Code on items in the course of collection;                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                   
| | (m)   Liens
  of sellers of goods to the Borrower and any of its Subsidiaries arising under
  Article 2 of the Uniform Commercial Code or
  similar provisions of applicable law in the ordinary course of business,
  covering only the goods sold and securing only the unpaid purchase price for
  such goods and related expenses; and        
| |                                                                                                                                                                                                                                                                                                                                                   
| | (n)   Liens
  existing as of the Closing Date and set forth on Schedule 8.2
  (and renewals, replacements, refinancings and extensions thereof to the
  extent permitted under Section 8.1(b)), provided that no such
  Lien shall at any time be extended to or cover any Property other than the
  Property subject thereto on the Closing Date.
| |                                                                                                                                                                                                                                                                                                                                                   
| | 8.3   Nature
  of Business.                                                                                                                                                                                                                                                                                                                       

The
Credit Parties will not permit any Consolidated Party to substantively alter
the character or conduct of the business conducted by such Person as of the
Closing Date.

| | 8.4   Consolidation,
  Merger, Dissolution, Etc.
| | ------------------------------------------------

Except
in connection with a Permitted Asset Disposition, the Credit Parties will not
permit any Consolidated Party to enter into any transaction of merger or
consolidation or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution); provided that, notwithstanding the foregoing
provisions of this Section 8.4 but subject to the terms of
Sections 7.11 and 7.12, (a) the Borrower may merge or consolidate
with any of its Subsidiaries provided that the Borrower shall be the continuing
or surviving corporation, (b) any Credit Party other than the Borrower may
merge or consolidate with any other Credit Party other than the Borrower,
(c) any Consolidated Party which is not a Credit Party may be merged or
consolidated with or into any Credit Party provided that such Credit Party
shall be the continuing or surviving Person, (d) any Consolidated Party
which is not a Credit Party may be merged or consolidated with or into any
other Consolidated Party which is not

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a
Credit Party, (e) any Subsidiary of the Borrower may merge with any Person
that is not a Credit Party in connection with an Asset Disposition permitted
under Section 8.5, (f) any Consolidated Party may merge with any
Person other than a Consolidated Party in connection with a Permitted
Acquisition provided that, if such transaction involves the Borrower, the
Borrower shall be the continuing or surviving corporation and (g) any
Wholly Owned Subsidiary may dissolve, liquidate or wind up its affairs at any
time provided that such dissolution, liquidation or winding up, as applicable,
could not have a Material Adverse Effect.

| | 8.5   Asset
  Dispositions.
| | ---------------------------

The
Credit Parties will not permit any Consolidated Party to make any Asset
Disposition other than:

| | (a)   an
  Excluded Asset Disposition;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b)   the
  sale of Capital Stock of Operating Affiliates in connection with the
  syndication thereof so long as (i) at least 100% of the consideration
  paid in connection therewith shall be cash or Cash Equivalents, (ii) the
  consideration received in connection therewith shall not be less than the
  fair market value of the Capital Stock disposed in such transaction and (iii)
  the Credit Parties shall
  immediately apply (or cause to be applied) an amount equal to the Net Cash
  Proceeds (or the After-Tax Gain, as applicable) of such Asset Disposition to
  prepay the Loans (and cash collateralize LOC Obligations) in accordance with the
  terms of Section 3.3(b)(ii)(A),
  and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c)   other
  Asset Dispositions so long as (i) at least 75% of the consideration paid
  in connection therewith shall be cash or Cash Equivalents and shall be in an
  amount not less than the fair market value of the Property disposed of,
  (ii) if such transaction is a Sale and Leaseback Transaction, such
  transaction is not prohibited by the terms of Section 8.13,
  (iii) such transaction does not involve the sale or other disposition of
  a minority equity interest in any Consolidated Party, (iv) such
  transaction does not involve a sale or other disposition of receivables other
  than receivables owned by or attributable to other Property concurrently
  being disposed of in a transaction otherwise permitted under this
  Section 8.5, (v) the aggregate net book value of all of the assets
  sold or otherwise disposed of by the Consolidated Parties in all such
  transactions pursuant to this clause (c) after the Closing Date shall not
  exceed $1,000,000, (vi) no later than five (5) Business Days prior to
  such Asset Disposition, the Borrower shall have delivered to the Agent
  (A) a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a pro forma basis to such
  transaction, the Credit Parties would be in compliance with the financial
  covenants set forth in Section 7.10(a)-(d) and (B) a certificate of
  an Executive Officer of the
  Borrower specifying the anticipated date of such Asset Disposition, briefly
  describing the assets to be sold or otherwise disposed of and setting forth
  the net book value of such assets, the aggregate consideration and the Net
  Cash Proceeds to be received for such assets in connection with such Asset
  Disposition and (vii) the Credit Parties shall, within the Application Period, apply (or cause to be applied)
  an amount equal to the Net Cash Proceeds of such Asset Disposition to
  (A) make Eligible Reinvestments
  or (B) prepay the Loans (and cash collateralize LOC Obligations) in
  accordance with the terms of Section 3.3(b)(ii)(B).  Pending final application of the Net Cash
  Proceeds of any Asset Disposition, the

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| | Consolidated Parties may apply
  such Net Cash Proceeds to temporarily reduce the Revolving Loans or to make
  Investments in Cash Equivalents.
| | -----------------------------------------------------------------------------------------------------------------------------------------------

Upon
a sale of assets or the sale of Capital Stock of a Consolidated Party permitted
by this Section 8.5, the Agent shall (to the extent applicable) deliver to
the Credit Parties, upon the Credit
Parties request and at the Credit
Parties expense, such documentation as is
reasonably necessary to evidence the release of the Agents security interest,
if any, in such assets or Capital Stock, including, without limitation,
amendments or terminations of UCC financing statements, if any, the return of
stock certificates, if any, and (if as a result of any such sale of Capital
Stock of a Consolidated Party, (A) such Consolidated Party is no longer a
direct or indirect Subsidiary of the Borrower or(B) the Borrower shall own
less than 66% of the Capital Stock of such Consolidated Party, with the consent
of the Agent, in its sole discretion) the release of such Person from all of
its obligations, if any, under the Credit Documents.

| | 8.6   Investments.
| | ------------------

The
Credit Parties will not permit any Consolidated Party to make or permit to
exist any Investments, except for:

| | (a)   Investments
  consisting of cash and Cash Equivalents;                                                                                                                                                                                                                                                                                                                                                                                                     
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b)   
  Investments consisting of accounts receivable created, acquired
  or made by any Consolidated Party in the ordinary course of business and
  payable or dischargeable in accordance with customary trade terms;                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c)   Investments
  consisting of Capital Stock, obligations, securities or other property
  received by any Consolidated Party in settlement of accounts receivable
  (created in the ordinary course of business) from bankrupt obligors;                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d)   Investments
  existing as of the Closing Date and set forth in Schedule 8.6;                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (e)   Investments
  consisting of advances or loans to directors, officers, employees, agents,
  customers or suppliers in an aggregate principal amount (including
  Investments of such type set forth in Schedule 8.6) not to exceed
  $100,000 at any time outstanding;                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (f)   Investments
  in any Person which is a Credit Party prior to giving effect to such
  Investment;                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (g)   Investments
  in the Acquired Companies consisting of (i) up to $9,000,000 in Capital Stock
  of the Borrower and/or (ii) up to $1,000,000 in cash or Indebtedness of the
  Acquired Companies assumed by the Borrower, in each case, used for the
  purpose of acquiring Capital Stock of High Medical Holdings or High Medical
  Technologies which was issued and outstanding on the Closing Date but not
  acquired by the Borrower in the Transaction;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (h)   Investments
  in Operating Affiliates which are not Credit Parties in an aggregate
  principal amount at any time outstanding (excluding Investments of such type
  set forth in Schedule 8.6) not to exceed an amount equal to $2,000,000 in any year (it being                                                                                                                                                                                           

76

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| | understood
  that Investments outstanding pursuant to this clause (h) are deemed repaid to
  the extent that mandatory
  prepayments are received in accordance
  with the terms of Section 3.3(b)(ii) after the date such Investments were
  made);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (i)   any
  Eligible Reinvestment of the proceeds of any Involuntary Disposition as
  contemplated by Section 7.6(b) or of any Asset Disposition as
  contemplated by Section 8.5; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (j)   Investments
  consisting of an Acquisition by any Credit Party, provided that
  (i) the Property acquired (or the Property of the Person acquired) in
  such Acquisition is used or useful in the same or a similar line of
  business as the Consolidated Parties were engaged in on the Closing Date (or
  any reasonable extensions or expansions thereof), (ii) the Agent shall have received all items in respect of the
  Capital Stock or Property acquired in such Acquisition to the extent required
  to be delivered by the terms of Section 7.11 and/or Section 7.12,
  (iii) in the case of an Acquisition of the Capital Stock of another
  Person, the board of directors (or other comparable governing body) of such
  other Person shall have duly approved such Acquisition, (iv) the
  Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate
  demonstrating that, upon giving effect to
  such Acquisition on a pro forma basis, the Credit Parties would be in
  compliance with the financial covenants set forth in
  Section 7.10(a)-(d), (v) the representations and warranties made by
  the Credit Parties in any Credit Document shall be true and correct in all
  material respects at and as if made as of the date of such Acquisition (after
  giving effect thereto) except to the extent such representations and
  warranties expressly relate to an earlier date, (vi) after giving effect to such Acquisition,
  there shall be at least $3,000,000 of availability existing under the
  Revolving Committed Amount and (vii) the aggregate consideration
  (including cash and non-cash
  consideration, any assumption of Indebtedness and any earn-out
  payments) paid by the Credit Parties for
  all such Acquisitions shall not exceed (A) $3,000,000 during any fiscal year and (B) $7,500,000 for all such
  Acquisitions occurring after the Closing Date.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 8.7   Restricted
  Payments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

The
Credit Parties will not permit any Consolidated Party to, directly or
indirectly, declare, order, make or set apart any sum for or pay any Restricted
Payment, except (a) to make dividends or other distributions payable to
any Credit Party (directly or indirectly through Subsidiaries) and ratably to
other majority/minority owners and (b) as permitted by Section 8.8.

| | 8.8   Prepayment
  of Other Indebtedness, Etc.
| | ----------------------------------------------

The
Credit Parties will not permit any Consolidated Party to if any Default or
Event of Default has occurred and is continuing or would be directly or
indirectly caused as a result thereof, (i) amend or modify any of the
terms of any Indebtedness of such Consolidated Party if such amendment or
modification would add or change any terms in a manner adverse to such
Consolidated Party, or shorten the final maturity or average life to maturity
or require any payment to be made sooner than originally scheduled or increase
the interest rate applicable thereto, or (ii) make (or give any notice
with respect thereto) any voluntary or optional payment or prepayment or
redemption or acquisition for value of (including without limitation, by way of
depositing money

77

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or
securities with the trustee with respect thereto before due for the purpose of
paying when due), refund, refinance or exchange of any other Indebtedness of
such Consolidated Party.

| | 8.9   Transactions
  with Insiders.
| | -----------------------------------

Except
for management agreements entered into by any Credit Party and any Operating
Affiliate, the Credit Parties will not permit any Consolidated Party to enter
into or permit to exist any transaction or series of transactions with any
officer, director or Affiliate of such Person other than (a) intercompany
transactions expressly permitted by Section 8.1, Section 8.4,
Section 8.5 or Section 8.6, (b) normal compensation and
reimbursement of expenses of officers and directors and (c) except as
otherwise specifically limited in this Credit Agreement, other transactions
which are entered into in the ordinary course of such Persons business on
terms and conditions substantially as favorable to such Person as would be
obtainable by it in a comparable arms-length transaction with a Person other
than an officer, director or Affiliate.

| | 8.10  Fiscal
  Year; Organizational Documents.
| | ----------------------------------------------

The
Credit Parties will not permit any Consolidated Party to (a) amend, modify or
change its articles of incorporation (or corporate charter or other similar
organizational document) or bylaws (or other similar document) in a manner
adverse to the rights of the Lenders under the Credit Documents or (b) change
its fiscal year.

| | 8.11  Limitation
  on Restricted Actions.
| | -----------------------------------------

The
Credit Parties will not permit any Consolidated Party to, directly or
indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any such Person to
(a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with
respect to any other interest or participation in, or measured by, its profits,
(b) pay any Indebtedness or other obligation owed to any Credit Party,
(c) make loans or advances to any Credit
Party, (d) sell, lease or transfer any of its Property to any Credit Party or (e) except in respect
of any Consolidated Party which is not a Credit Party, (i) pledge its Property (other than Excluded Property) pursuant to the Credit
Documents or any renewals, refinancings, exchanges, refundings or extension
thereof or (ii) act as a Credit Party
pursuant to the Credit Documents or any renewals, refinancings,
exchanges, refundings or extension thereof, except (in respect of any of the
matters referred to in clauses (a)-(e)(i) above) for such encumbrances or
restrictions existing under or by reason of (i) this Credit Agreement and
the other Credit Documents, (iii) applicable law, (iv) any document or instrument governing
Indebtedness incurred pursuant to Section 8.1(c), provided
that any such restriction contained therein relates only to any asset or assets
constructed or acquired in connection therewith, (v) any Permitted Lien or
any document or instrument governing any Permitted Lien, provided that
any such restriction contained therein relates only to the asset or assets
subject to such Permitted Lien or (vi) customary restrictions and
conditions contained in any agreement relating to the sale of any Property
permitted under Section 8.5 pending the consummation of such sale.

| | 8.12  Ownership
  of Subsidiaries.
| | ----------------------------------

Notwithstanding
any other provisions of this Credit Agreement to the contrary, the Credit
Parties will not permit any Consolidated Party to (i) permit any
Person (other than the Borrower or

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any Wholly Owned
Subsidiary) to own any Capital Stock of any Subsidiary of the Borrower (other
than an Operating Affiliate), except (A) to qualify directors where
required by applicable law or to satisfy
other requirements of applicable law with respect to the ownership of Capital
Stock of Foreign Subsidiaries or (B) as a result of or in connection with a dissolution, merger,
consolidation or disposition of a Subsidiary not prohibited by Section 8.4 or Section 8.5, (ii) permit
any Subsidiary of the Borrower to issue or have outstanding any shares of
preferred Capital Stock or (iii) permit, create, incur, assume or suffer
to exist any Lien on any Capital Stock of any Subsidiary of the Borrower,
except for Permitted Liens.

| | 8.13  Sale
  Leasebacks.
| | ------------------------

The
Credit Parties will not permit any Consolidated Party to enter into any Sale
and Leaseback Transaction.

| | 8.14  Capital
  Expenditures.
| | -----------------------------

The
Credit Parties will not permit Consolidated Capital Expenditures for any fiscal
year to exceed $6,000,000.

| | 8.15  No
  Further Negative Pledges.
| | ------------------------------------

The
Credit Parties will not permit any Consolidated Party to enter into, assume or
become subject to any agreement prohibiting or otherwise restricting the
existence of any Lien upon any of its Property in favor of the Agent (for the
benefit of the Lenders) for the purpose of securing the Credit Party
Obligations, whether now owned or hereafter acquired, or requiring the grant of
any security for any obligation if such Property is given as security for the
Credit Party Obligations, except (a) in connection with any
document or instrument governing
Indebtedness incurred pursuant to Section 8.1(c), provided
that any such restriction contained therein relates only to any asset or assets
constructed or acquired in connection therewith, (b) in connection with any Permitted Lien or any document
or instrument governing any Permitted Lien, provided that any such
restriction contained therein relates only to the asset or assets subject to
such Permitted Lien and (c) pursuant to customary restrictions and
conditions contained in any agreement relating to the sale of any Property
permitted under Section 8.5, pending the consummation of such sale.

| | 8.16  Operating
  Lease Obligations.
| | ------------------------------------

The
Credit Parties will not permit any Consolidated Party to enter into, assume or
permit to exist any obligations for the payment of rental under Operating
Leases which in the aggregate for all such Persons would exceed the
amount set forth below opposite such period:

|Period           |  | Amount |          
|---------------- |  | ------ | ---------
|                 |  |        |          
|Fiscal Year 2004 |  | $      | 4,000,000
|Fiscal Year 2005 |  | $      | 4,500,000
|Fiscal Year 2006 |  | $      | 5,000,000

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| | 8.17  Investments
  and Assets of Certain Credit Parties.
| | ---------------------------------------------------------

Neither
the Borrower nor any other Credit Party shall make or permit to exist any
Investment in the following Credit Parties (other than Investments in the
Capital Stock of such Credit Parties existing on and as of the Closing Date),
nor shall the Borrower or any Credit Party allow such Credit Parties to own any
property or assets (including any Capital Stock of another Person):

| | Lithotripsy Management, Inc.;               
| | --------------------------------------------
| | Cambridge Health Services of Texas, Inc.;   
| | ServiceTrends, Inc.;                        
| | Litho Center Southwest 1, Inc.;             
| | Heritage Medical Services of Georgia, Inc.; 
| | T2 Lithotripter Investment of Indiana, Inc.;
| | Lithotripsy Associates of Texas, LP;        
| | OssaTron Services of Providence, LP;        
| | Cobb Regional Lithotripsy Partners; and     
| | HT Prostate Services, LLC.                  

SECTION 9

EVENTS
OF DEFAULT

| | 9.1   Events
  of Default.
| | --------------------------

An
Event of Default shall exist upon the occurrence and during the continuance of
any of the following specified events (each an Event of Default):

| | (a)   Payment.  Any Credit Party shall                                                                                                                                                                                                                                                                                                                                          
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                 
| | (b)   Representations.  Any representation, warranty or statement
  made or deemed to be made by any Credit Party herein, in any of the other
  Credit Documents, or in any statement or certificate delivered or required to
  be delivered pursuant hereto or thereto shall prove untrue in any material
  respect on the date as of which it was deemed to have been made; or
| |                                                                                                                                                                                                                                                                                                                                                                                 
| | (c)   Covenants.  Any Credit Party shall                                                                                                                                                                                                                                                                                                                                        

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (i)     default
  in the due performance or observance of any term, covenant or agreement
  contained in Sections 7.2, 7.8, 7.10, 7.11, 7.12, 7.15 or
  Section 8;                                                                                                                                                                                                                                                                                                               
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (ii)    default
  in the due performance or observance of any term, covenant or agreement
  contained in Sections 7.1(a), (b), (c) or (d) and such default shall
  continue unremedied for a period of at least 5 days after the earlier of an
  Executive Officer of a Credit Party becoming aware of such default or notice
  thereof by the Agent; or                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (iii)   default
  in the due performance or observance by it of any term, covenant or agreement
  (other than those referred to in subsections (a), (b), (c)(i) or (c)(ii)
  of this Section 9.1) contained in this Credit Agreement or any other
  Credit Document and such default shall continue unremedied for a period of at
  least 30 days after the earlier of an Executive Officer of a Credit Party
  becoming aware of such default or notice thereof by the Agent; or
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d)     Other
  Credit Documents.  Except as a
  result of or in connection with a dissolution, merger or disposition of a
  Subsidiary not prohibited by Section 8.4 or Section 8.5, any Credit
  Document shall fail to be in full force and effect or to give the Agent
  and/or the Lenders the Liens, rights, powers and privileges purported to be
  created thereby, or any Credit Party shall so state in writing; or                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e)     Guaranties.  Except as the result of or in connection
  with a dissolution, merger or disposition of a Subsidiary not prohibited by
  Section 8.4 or Section 8.5, the guaranty given by any Guarantor
  hereunder (including any Person after the Closing Date in accordance with
  Section 7.11) or any provision thereof shall cease to be in full force
  and effect, or any Guarantor (including any Person after the Closing Date in
  accordance with Section 7.11) hereunder or any Person acting by or on
  behalf of such Guarantor shall deny or disaffirm such Guarantors obligations
  under such guaranty, or any Guarantor shall default in the due performance or
  observance of any term, covenant or agreement on its part to be performed or
  observed pursuant to any guaranty; or
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f)     Bankruptcy,
  etc.  Any Bankruptcy Event shall
  occur with respect to any Consolidated Party; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g)    Defaults
  under Other Agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (i)     Any
  Consolidated Party shall default in the performance or observance (beyond the
  applicable grace period with respect thereto, if any) or any material
  obligation or condition of any contract or lease material to the Consolidated
  Parties taken as a whole if such default could reasonably be expected to have
  a Material Adverse Effect; or                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (ii)     With
  respect to any Indebtedness (other than Indebtedness outstanding under this
  Credit Agreement) in excess of $1,000,000 in the aggregate for the
  Consolidated Parties taken as a whole, (A) either (1) default in
  any payment shall occur and continue (beyond the applicable grace period with
  respect thereto, if any) with respect to any such Indebtedness, or (2) a
  default in the observance or                                                    

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|                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | performance relating to such Indebtedness or
  contained in any instrument or agreement evidencing, securing or relating
  thereto, or any other event or condition shall occur or exist, the effect of
  which default or other event or condition is to cause, or permit, the holder
  or holders of such Indebtedness (or trustee or agent on behalf of such
  holders) to cause (determined without regard to whether any notice or lapse
  of time is required), any such Indebtedness to become due prior to its stated
  maturity; or (B) any such Indebtedness shall be declared due and
  payable, or required to be prepaid other than by a regularly scheduled
  required prepayment, prior to the stated maturity thereof; or
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                         | (h)     Judgments.  A judgment or order by any court for the
  payment of money which causes the aggregate amount of all judgments and
  orders by any court in any fiscal year (to the extent not paid or fully
  covered by insurance provided by a carrier who has acknowledged coverage and
  has the ability to perform) to exceed $1,000,000 either individually or in
  the aggregate with respect to the Consolidated Parties, and any such
  judgments or decrees shall not have been vacated, discharged or stayed or
  bonded pending appeal within 30 days from the entry thereof; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                         | (i)     ERISA.  Any of the following events or conditions,
  if such event or condition could involve possible taxes, penalties, and other
  liabilities in an aggregate amount in excess of $1,000,000:  (i) any accumulated funding
  deficiency, as such term is defined in Section 302 of ERISA and
  Section 412 of the Code, whether or not waived, shall exist with respect
  to any Plan, or any lien shall arise on the assets of any Consolidated Party
  or any ERISA Affiliate in favor of the PBGC or a Plan; (ii) an ERISA
  Event shall occur with respect to a Single Employer Plan, which is, in the
  reasonable opinion of the Agent, likely to result in the termination of such
  Plan for purposes of Title IV of ERISA; (iii) an ERISA Event shall occur
  with respect to a Multiemployer Plan or Multiple Employer Plan, which is, in
  the reasonable opinion of the Agent, likely to result in (A) the
  termination of such Plan for purposes of Title IV of ERISA, or (B) any
  Consolidated Party or any ERISA Affiliate incurring any liability in
  connection with a withdrawal from, reorganization of (within the meaning of
  Section 4241 of ERISA), or insolvency (within the meaning of
  Section 4245 of ERISA) of such Plan; or (iv) any prohibited
  transaction (within the meaning of Section 406 of ERISA or
  Section 4975 of the Code) or breach of fiduciary responsibility shall
  occur which may subject any Consolidated Party or any ERISA Affiliate to any
  liability under Sections 406, 409, 502(i), or 502(l) of ERISA or
  Section 4975 of the Code, or under any agreement or other instrument
  pursuant to which any Consolidated Party or any ERISA Affiliate has agreed or
  is required to indemnify any person against any such liability; or
|                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (j)     Ownership.  There shall occur a Change in Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 9.2    Acceleration;
  Remedies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Upon
  the occurrence and during the continuance of an Event of Default, the Agent
  may or, upon the request and direction of the Required Lenders, shall, by
  written notice to the Credit Parties take any of the following actions:

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (a)     Termination
  of Commitments.  Declare the
  Commitments terminated whereupon the Commitments shall be immediately
  terminated.                                                                                                                                                                                                                                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (b)     Acceleration.  Declare the unpaid Credit Party
  Obligations to be due, whereupon the same shall be immediately due and
  payable without presentment, demand, protest or other notice of any kind, all
  of which are hereby waived by the Credit Parties.                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (c)     Cash
  Collateral.  Direct the Borrower
  to pay (and the Borrower hereby promises to pay, upon receipt of such notice)
  to the Agent additional cash, to be held by the Agent, for the benefit of the
  Lenders, in a cash collateral account as additional security for the LOC
  Obligations in respect of subsequent drawings under all then outstanding
  Letters of Credit in an amount equal to the maximum aggregate amount which
  may be drawn under all Letters of Credits then outstanding.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (d)     Enforcement
  of Rights.  Enforce any and all
  rights and interests created and existing under the Credit Documents
  including, without limitation, all rights and remedies existing under the
  Collateral Documents, all rights and remedies against a Guarantor and all
  rights of set-off.                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Notwithstanding
  the foregoing, if an Event of Default specified in Section 9.1(f) shall
  occur with respect to the Borrower, then, without the giving of any notice or
  other action by the Agent or the Lenders, (i) the Commitments
  automatically shall terminate, (ii) all of the outstanding Credit Party
  Obligations automatically shall immediately become due and payable and
  (iii) the Borrower automatically shall be obligated (and hereby
  promises) to pay to the Agent additional cash, to be held by the Agent, for
  the benefit of the Lenders, in a cash collateral account as additional
  security for the LOC Obligations in respect of subsequent drawings under all
  then outstanding Letters of Credit in an amount equal to the maximum
  aggregate amount which may be drawn under all Letters of Credits then
  outstanding.

SECTION
10

AGENCY
PROVISIONS

| | 10.1   Appointment
  and Authorization of Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (a)     Each
  Lender hereby irrevocably (subject to Section 10.9) appoints, designates and
  authorizes the Agent to take such action on its behalf under the provisions
  of this Credit Agreement and each other Credit Document and to exercise such
  powers and perform such duties as are expressly delegated to it by the terms
  of this Credit Agreement or any other Credit Document, together with such
  powers as are reasonably incidental thereto. 
  Notwithstanding any provision to the contrary contained elsewhere
  herein or in any other Credit Document, the Agent shall not have any duties
  or responsibilities, except those expressly set forth herein, nor shall the
  Agent have or be deemed to have any fiduciary relationship with any Lender or
  participant, and no implied covenants, functions, responsibilities, duties,
  obligations or liabilities shall be read into this Credit Agreement or any
  other Credit Document or otherwise exist against the Agent.  Without limiting the generality of the
  foregoing sentence, the use of the term Agent

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | herein and in the other Credit Documents with
  reference to the Agent is not intended to connote any fiduciary or other
  implied (or express) obligations arising under agency doctrine of any
  applicable law.  Instead, such term is
  used merely as a matter of market custom, and is intended to create or
  reflect only an administrative relationship between independent contracting
  parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (b)     The
  Issuing Lender shall act on behalf of the Lenders with respect to any Letters
  of Credit issued by it and the documents associated therewith until such time
  (and except for so long) as the Agent may agree at the request of the
  Required Lenders to act for the Issuing Lender with respect thereto; provided,
  however, that the Issuing Lender shall have all of the benefits and
  immunities (i) provided to the Agent in this Section 10 with
  respect to any acts taken or omissions suffered by the Issuing Lender in
  connection with Letters of Credit issued by it or proposed to be issued by it
  and the application and agreements for letters of credit pertaining to the
  Letters of Credit as fully as if the term Agent as used in this
  Section 10 included the Issuing Lender with respect to such acts or
  omissions, and (ii) as additionally provided herein with respect to the
  Issuing Lender.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 10.2   Delegation
  of Duties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|The
  Agent may execute any of its duties under this Credit Agreement or any other
  Credit Document by or through agents, employees or attorneys-in-fact and
  shall be entitled to advice of counsel and other consultants or experts concerning
  all matters pertaining to such duties. 
  The Agent shall not be responsible for the negligence or misconduct of
  any agent or attorney-in-fact that it selects in the absence of gross
  negligence or willful misconduct.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 10.3   Liability
  of Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|No
  Agent-Related Person shall (a) be liable for any action taken or omitted
  to be taken by any of them under or in connection with this Credit Agreement
  or any other Credit Document or the transactions contemplated hereby (except
  for its own gross negligence or willful misconduct in connection with its
  duties expressly set forth herein), or (b) be responsible in any manner
  to any Lender or participant for any recital, statement, representation or
  warranty made by any Credit Party or any officer thereof, contained herein or
  in any other Credit Document, or in any certificate, report, statement or
  other document referred to or provided for in, or received by the Agent under
  or in connection with, this Credit Agreement or any other Credit Document, or
  the validity, effectiveness, genuineness, enforceability or sufficiency of
  this Credit Agreement or any other Credit Document, or for any failure of any
  Credit Party or any other party to any Credit Document to perform its
  obligations hereunder or thereunder. 
  No Agent-Related Person shall be under any obligation to any Lender or
  participant to ascertain or to inquire as to the observance or performance of
  any of the agreements contained in, or conditions of, this Credit Agreement
  or any other Credit Document, or to inspect the properties, books or records
  of any Credit Party or any Affiliate thereof.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 10.4   Reliance
  by Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (a)     The
  Agent shall be entitled to rely, and shall be fully protected in relying, upon
  any writing, communication, signature, resolution, representation, notice,
  consent, certificate, affidavit, letter, telegram, facsimile, telex or
  telephone message, statement or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | other document or conversation believed by it to be
  genuine and correct and to have been signed, sent or made by the proper
  Person or Persons, and upon advice and statements of legal counsel (including
  counsel to any Credit Party), independent accountants and other experts
  selected by the Agent.  The Agent
  shall be fully justified in failing or refusing to take any action under any
  Credit Document unless it shall first receive such advice or concurrence of
  the Required Lenders as it deems appropriate and, if it so requests, it shall
  first be indemnified to its satisfaction by the Lenders against any and all
  liability and expense which may be incurred by it by reason of taking or
  continuing to take any such action. 
  The Agent shall in all cases be fully protected in acting, or in refraining
  from acting, under this Credit Agreement or any other Credit Document in
  accordance with a request or consent of the Required Lenders or all the
  Lenders, if required hereunder, and such request and any action taken or
  failure to act pursuant thereto shall be binding upon all the Lenders and
  participants.  Where this Credit
  Agreement expressly permits or prohibits an action unless the Required
  Lenders otherwise determine, the Agent shall, and in all other instances, the
  Agent may, but shall not be required to, initiate any solicitation for the
  consent or a vote of the Lenders.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (b)     For
  purposes of determining compliance with the conditions specified in
  Section 5.1, each Lender that has signed this Credit Agreement shall be
  deemed to have consented to, approved or accepted or to be satisfied with,
  each document or other matter either sent by the Agent to such Lender for
  consent, approval, acceptance or satisfaction, or required thereunder to be
  consented to or approved by or acceptable or satisfactory to a Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 10.5   Notice
  of Default.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|The
  Agent shall not be deemed to have knowledge or notice of the occurrence of
  any Default or Event of Default, except with respect to defaults in the
  payment of principal, interest and fees required to be paid to the Agent for
  the account of the Lenders, unless the Agent shall have received written
  notice from a Lender or the Borrower referring to this Credit Agreement,
  describing such Default or Event of Default and stating that such notice is a
  notice of default.  The Agent will
  notify the Lenders of its receipt of any such notice.  The Agent shall take such action with
  respect to such Default or Event of Default as may be directed by the
  Required Lenders in accordance with Section 9.2; provided, however,
  that unless and until the Agent has received any such direction, the Agent
  may (but shall not be obligated to) take such action, or refrain from taking
  such action, with respect to such Default or Event of Default as it shall
  deem advisable or in the best interest of the Lenders.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 10.6   Credit
  Decision; Disclosure of Information by Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Each
  Lender acknowledges that no Agent-Related Person has made any representation
  or warranty to it, and that no act by the Agent hereinafter taken, including
  any consent to and acceptance of any assignment or review of the affairs of
  any Credit Party or any Affiliate thereof, shall be deemed to constitute any
  representation or warranty by any Agent-Related Person to any Lender as to
  any matter, including whether Agent-Related Persons have disclosed material
  information in their possession.  Each
  Lender represents to the Agent that it has, independently and without
  reliance upon any Agent-Related Person and based on such documents and
  information as it has deemed appropriate, made its own appraisal of and
  investigation into the                                                                                                                                                                                                                                                                             

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|business, prospects, operations, property, financial
  and other condition and creditworthiness of the Credit Parties and their
  respective Subsidiaries, and all applicable Requirements of Law relating to
  the transactions contemplated hereby, and made its own decision to enter into
  this Credit Agreement and to extend credit to the Borrower hereunder.  Each Lender also represents that it will,
  independently and without reliance upon any Agent-Related Person and based on
  such documents and information as it shall deem appropriate at the time,
  continue to make its own credit analysis, appraisals and decisions in taking
  or not taking action under this Credit Agreement and the other Credit
  Documents, and to make such investigations as it deems necessary to inform
  itself as to the business, prospects, operations, property, financial and
  other condition and creditworthiness of the Borrower and the other Credit
  Parties.  Except for notices, reports
  and other documents expressly required to be furnished to the Lenders by the
  Agent herein, the Agent shall not have any duty or responsibility to provide
  any Lender with any credit or other information concerning the business,
  prospects, operations, property, financial and other condition or
  creditworthiness of any of the Credit Parties or any of their respective
  Affiliates which may come into the possession of any Agent-Related Person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Whether
  or not the transactions contemplated hereby are consummated, the Lenders
  shall indemnify upon demand each .Agent-Related Person (to the extent not
  reimbursed by or on behalf of any Credit Party and without limiting the obligation
  of any Credit Party to do so), pro rata, and hold harmless each Agent-Related
  Person from and against any and all claims, damages, losses, liabilities,
  costs, and expenses (including, without limitation, reasonable attorneys
  fees actually incurred without regard to statutory presumptions), that may be
  incurred by or asserted or awarded against any Agent-Related Person, in each
  case arising out of or in connection with or by reason of (including, without
  limitation, in connection with any investigation, litigation, or proceeding
  or preparation of defense in connection therewith) the Credit Documents, any
  of the transactions contemplated herein or the actual or proposed use of the
  proceeds of the Loans, except to the extent such claim, damage, loss,
  liability, cost, or expense is found in a final, non-appealable judgment by a
  court of competent jurisdiction to have resulted from such Agent-Related
  Persons gross negligence or willful misconduct; provided, however,
  that no action taken in accordance with the directions of the Required
  Lenders shall be deemed to constitute gross negligence or, willful misconduct
  for purposes of this Section.  Without
  limitation of the foregoing, each Lender shall reimburse the Agent upon
  demand for its ratable share of any costs or out-of-pocket expenses
  (including reasonable attorneys fees and the allocated costs of internal
  counsel) incurred by the Agent in connection with the preparation, execution,
  delivery, administration, modification, amendment or enforcement (whether
  through negotiations, legal proceedings or otherwise) of, or legal advice in
  respect of rights or responsibilities under, this Credit Agreement, any other
  Credit Document, or any document contemplated by or referred to herein, to
  the extent that the Agent is not reimbursed for such expenses by or on behalf
  of the Borrower.  The undertaking in
  this Section shall survive termination of the Commitments, the payment of all
  Credit Party Obligations hereunder and the resignation or replacement of the
  Agent.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

SunTrust and its Affiliates may make loans to, issue
  letters of credit for the account of, accept deposits from, acquire equity
  interests in and generally engage in any kind of banking,

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trust, financial
advisory, underwriting or other business with each of the Credit Parties and
their respective Affiliates as though SunTrust were not the Agent or the
Issuing Lender hereunder and without notice to or consent of the Lenders.  The Lenders acknowledge that, pursuant to
such activities, SunTrust or its Affiliates may receive information regarding
any Credit Party or its Affiliates (including information that may be subject
to confidentiality obligations in favor of such Credit Party or such Affiliate)
and acknowledge that the Agent shall be under no obligation to provide such
information to them.  With respect to
its Loans, SunTrust shall have the same rights and powers under this Credit
Agreement as any other Lender and may exercise such rights and powers as though
it were not the Agent or the Issuing Lender, and the terms Lender and
Lenders include SunTrust in its individual capacity.

| | 10.9   Successor
  Agent.
| | -------------------------

The
Agent may resign as Agent upon 30 days notice to the Lenders.  If the Agent resigns under this Credit
Agreement, the Required Lenders shall appoint from among the Lenders a
successor Agent for the Lenders which successor Agent shall be consented to by
the Borrower at all times other than during the existence of an Event of
Default (which consent of the Borrower shall not be unreasonably withheld or
delayed).  If no successor Agent is
appointed prior to the effective date of the resignation of the Agent, the
Agent may appoint, after consulting with the Lenders and the Borrower, a
successor Agent from among the Lenders. 
Upon the acceptance of its appointment as successor Agent hereunder,
such successor Agent shall succeed to all the rights, powers and duties of the
retiring Agent and the term Agent shall mean such successor Agent and the
retiring Agents appointment, powers and duties as Agent shall be
terminated.  After any retiring Agents
resignation hereunder as Agent, the provisions of this Section 10 and
Sections 11.4 and 11.9 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent under this Credit
Agreement.  If no successor Agent has
accepted appointment as Agent by the date which is 30 days following a retiring
Agents notice of resignation, the retiring Agents resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
the Agent hereunder until such time, if any, as the Required Lenders appoint a
successor agent as provided for above.

SECTION
11

MISCELLANEOUS

| | 11.1   Notices.
| | ---------------

Except
as otherwise expressly provided herein, all notices and other communications
shall have been duly given and shall be effective (a) when delivered,
(b) when transmitted via telecopy (or other facsimile device) to the
number set out below, (c) the Business Day following the day on which the
same has been delivered prepaid (or
pursuant to an invoice arrangement) to a reputable national overnight
air courier service, or (d) the third Business Day following the day on
which the same is sent by certified or registered mail, postage prepaid, in
each case to the respective parties at the address, in the case of the Credit
Parties and the Agent, set forth below, and, in the case of the Lenders, set
forth on Schedule 2.1(a), or at such other address as such party
may specify by written notice to the other parties hereto:

87

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| | if to any Credit Party:             
| | ------------------------------------
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| | with a copy to:                     
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| | if to the Agent or Swingline Lender:
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| | with a copy to:                     
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| | if to the Issuing Bank:             
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 11.2   Right
  of Set-Off; Adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Upon
  the occurrence and during the continuance of any Event of Default, each
  Lender (and each of its Affiliates) is hereby authorized at any time and from
  time to time, to the fullest extent permitted by law, to set off and apply
  any and all deposits (general or special, time or demand, provisional or
  final) at any time held and other indebtedness at any time owing by such
  Lender (or any of its Affiliates) to or for the credit or the account of any
  Credit Party against any and all of the obligations of such Person now or
  hereafter existing under this Credit Agreement, under the Notes, under any
  other Credit Document or otherwise, irrespective of whether such Lender shall
  have made any demand hereunder or thereunder and although such obligations
  may be unmatured.  Each Lender agrees
  promptly to notify any affected Credit Party after any such set-off and
  application made by such Lender; provided, however, that the
  failure to give such notice shall not affect the validity of such set-off and
  application.  The rights of each
  Lender under this Section 11.2 are in addition to other rights and
  remedies (including, without limitation, other rights of set-off) that such
  Lender may have.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 11.3   Successors
  and Assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (a)     The
  provisions of this Credit Agreement shall be binding upon and inure to the
  benefit of the parties hereto and their respective successors and assigns
  permitted hereby, except that none of the Credit Parties may assign or
  otherwise transfer any of its rights or obligations hereunder without the
  prior written consent of each Lender (and any attempted assignment or
  transfer by any Credit Party without such consent shall be null and
  void).  Nothing in this Credit
  Agreement, expressed or implied, shall be construed to confer upon any Person
  (other than the parties hereto, their respective successors and assigns permitted
  hereby and, to the extent expressly contemplated hereby, the Indemnified
  Parties) any legal or equitable right, remedy or claim under or by reason of
  this Credit Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (b)     Any
  Lender may assign to one or more Eligible Assignees all or a portion of its
  rights and obligations under this Credit Agreement (including all or a
  portion of its Commitment and the Loans (including for purposes of this
  subsection (b), its Participation Interests) 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, the aggregate amount of the Commitment (which for this purpose
  includes Loans outstanding thereunder, determined as of the date the
  Assignment and Acceptance with respect to such assignment is delivered to the
  Agent, shall not be less than $1,000,000 and in integral multiples of
  $1,000,000, unless each of the Agent and, so long as no Event of Default has
  occurred and is continuing, the Borrower otherwise consents (each such
  consent not to be unreasonably withheld or delayed), (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 Credit Agreement with
  respect to the Loans or the Commitments assigned, except that this clause
  (ii) shall not apply to rights in respect of outstanding Swingline
  Loans, and (iii) the parties to each assignment shall execute and
  deliver to the Agent an Assignment and Acceptance, together with a processing
  and recordation fee of $1,000. 
  Subject to acceptance and recording thereof by the Agent pursuant to
  subsection (c), from and after the effective date specified in each
  Assignment

89

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| | and Acceptance, the Eligible Assignee thereunder
  shall be a party hereto and, to the extent of the interest assigned by such
  Assignment and Acceptance, have the rights and obligations of a Lender under
  this Credit Agreement, and the assigning Lender thereunder shall, to the
  extent of the interest assigned by such Assignment and Acceptance, be
  released from its obligations under this Credit Agreement (and, in the case
  of an Assignment and Acceptance covering all of the assigning Lenders rights
  and obligations under this Credit Agreement, such Lender shall cease to be a
  party hereto but shall continue to be entitled to the benefits of
  Sections 3.11, 3.12 and 11.5). 
  Upon request, the Borrower (at its expense) shall execute and deliver
  new or replacement Notes to the assigning Lender and the assignee
  Lender.  Any assignment or transfer by
  a Lender of rights or obligations under this Credit Agreement that does not
  comply with this subsection shall be treated for purposes of this Credit
  Agreement as a sale by such Lender of a participation in such rights and
  obligations in accordance with subsection (d) of this Section.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c)     The
  Agent, acting solely for this purpose as an agent of the Borrower, shall
  maintain at is address referred to in Section 11.1 a copy of each
  Assignment and Acceptance delivered to it and a register for the recordation
  of the names and addresses of the Lenders, and the Commitments of, and
  principal amount of the Loans and LOC Obligations owing to, each Lender
  pursuant to the terms hereof from time to time (the Register).  The entries in the Register shall be
  conclusive, and the Credit Parties, the Agent and the Lenders may treat each
  Person whose name is recorded in the Register pursuant to the terms hereof as
  a Lender hereunder for all purposes of this Credit Agreement, notwithstanding
  notice to the contrary.  The Register
  shall be available for inspection by the Credit Parties and any Lender, at
  any reasonable time and from time to time upon reasonable prior notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d)     Any
  Lender may, without the consent of, or notice to, the Credit Parties or the
  Agent, sell participations to one or more banks or other entities (a Participant)
  in all or a portion of such Lenders rights and/or obligations under this
  Credit Agreement (including all or a portion of its Commitments and/or the
  Loans (including such Lenders Participation Interests) owing to it); provided
  that (i) such Lenders obligations under this Credit Agreement shall
  remain unchanged, (ii) such Lender shall remain solely responsible to
  the other parties hereto for the performance of such obligations and
  (iii) the Credit Parties, the Agent and the other Lenders shall continue
  to deal solely and directly with such Lender in connection with such Lenders
  rights and obligations under this Credit Agreement.  Any agreement or instrument pursuant to which a Lender sells
  such a participation shall provide that such Lender shall retain the sole
  right to enforce this Credit Agreement and to approve any amendment,
  modification or waiver of any provision of this Credit Agreement; provided
  that such agreement or instrument may provide that such Lender will not,
  without the consent of the Participant, agree to any amendment, waiver or
  other modification that would (i) postpone any date upon which any
  payment of money is scheduled to be paid to such Participant,
  (ii) reduce the principal, interest, fees or other amounts payable to
  such Participant,(iii) except as the result of or in
  connection with a dissolution, merger or disposition of a Consolidated Party
  not prohibited by Section 8.4 or 8.5, release all or substantially all
  of the Guarantors from their obligations under the Credit Documents or
  (iv) except as the result of or in connection with an Asset Disposition
  not prohibited by Section 8.5, release all or

90

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---

| | substantially all of the Collateral.  Subject to subsection (e) of this Section,
  the Borrower agrees that each Participant shall be entitled to the benefits
  of Sections 3.6, 3.9, 3.11 and 3.12 to the same extent as if it were a
  Lender and had acquired its interest by assignment pursuant to subsection (b)
  of this Section.  To the extent
  permitted by law, each Participant also shall be entitled to the benefits of
  Section 11.2as though it were a Lender, provided
  such Participant agrees to be subject to Section 3.14 as though it were
  a Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (e)     A
  Participant shall not be entitled to receive any greater payment under
  Section 3.6, 3.7 or 3.11 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 is not a United States person under
  Section 7701(a)(30) of the Code shall not be entitled to the benefits of
  Section 3.11 unless the Borrower is notified of the participation sold
  to such Participant and such Participant agrees, for the benefit of the
  Borrower, to comply with Section 3.11(d) as though it were a Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (f)     Any
  Lender may at any time pledge or assign a security interest in all or any
  portion of its rights under this Credit Agreement (including under its Notes,
  if any) to secure obligations of such Lender, including any pledge or
  assignment to secure obligations to a Federal Reserve Bank; provided
  that no such pledge or assignment shall release a Lender from any of its
  obligations hereunder or substitute any such pledgee or assignee for such
  Lender as a party hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (g)     If
  the consent of the Borrower to an assignment or to an Eligible Assignee is
  required hereunder (including a consent to an assignment which does not meet
  the minimum assignment threshold specified in clause (i) of the proviso to
  the first sentence of Section 11.3(b)), the Borrower shall be deemed to
  have given its consent five (5) Business Days after the date notice thereof
  has been delivered by the assigning Lender (through the Agent) unless such
  consent is expressly refused by the Borrower prior to such fifth Business
  Day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (h)     Notwithstanding
  anything to the contrary contained herein, if at any time SunTrust assigns
  all of its Commitment and Loans pursuant to subsection (b) above, SunTrust
  may, (i) upon 30 days notice to the Borrower and the Lenders, resign as
  Issuing Lender and/or (ii) upon five (5) Business Days notice to the
  Borrower, terminate its Swingline Commitment.  In the event of any such resignation as Issuing Lender or
  termination of its Swingline Commitment, the Borrower shall be entitled to
  appoint from among the Lenders a successor Issuing Lender or Swingline Lender
  hereunder; provided, however, that no failure by the Borrower
  to appoint any such successor shall affect the resignation of SunTrust as
  Issuing Lender or the termination of its Swingline Commitment, as the case
  may be.  SunTrust shall retain all the
  rights and obligations of the Issuing Lender hereunder with respect to all
  Letters of Credit outstanding as of the effective date of its resignation as
  Issuing Lender and all LOC Obligations with respect thereto (including the
  right to require the Lenders to make Revolving Loans or fund their
  Participation Interests pursuant to Section 2.2).  If SunTrust terminates its Swingline Commitment,
  it shall retain all the rights of the Swingline Lender provided for hereunder
  with respect to Swingline Loans made by it and outstanding as of the
  effective date of

91

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | such termination, including the right to require the
  Lenders to make Revolving Loans or fund their Participation Interests in
  outstanding Swing Line Loans pursuant to Section 2.3(b)(iii).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 11.4   No
  Waiver; Remedies Cumulative.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|No
  failure or delay on the part of the Agent or any Lender in exercising any
  right, power or privilege hereunder or under any other Credit Document and no
  course of dealing between the Agent or any Lender and any of the Credit
  Parties shall operate as a waiver thereof; nor shall any single or partial
  exercise of any right, power or privilege hereunder or under any other Credit
  Document preclude any other or further exercise thereof or the exercise of
  any other right, power or privilege hereunder or thereunder.  The rights and remedies provided herein
  are cumulative and not exclusive of any rights or remedies which the Agent or
  any Lender would otherwise have.  No
  notice to or demand on any Credit Party in any case shall entitle the Credit
  Parties to any other or further notice or demand in similar or other
  circumstances or constitute a waiver of the rights of the Agent or the
  Lenders to any other or further action in any circumstances without notice or
  demand.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 11.5   Expenses;
  Indemnification.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (a)     The
  Credit Parties jointly and severally agree to pay on demand all costs and
  expenses of the Agent in connection with the syndication, preparation,
  execution, delivery, administration, modification, and amendment of this
  Credit Agreement, the other Credit Documents, and the other documents to be
  delivered hereunder, including, without limitation, the reasonable fees and
  expenses of counsel for the Agent (including the cost of internal counsel)
  with respect thereto and with respect to advising the Agent as to its rights
  and responsibilities under the Credit Documents.  The Credit Parties further jointly and severally agree to pay
  on demand all costs and expenses of the Agent and the Lenders, if any
  (including, without limitation, reasonable attorneys fees and expenses and
  the cost of internal counsel), in connection with any work-out or
  restructuring relating to the Credit Facilities or any enforcement (whether
  through negotiations, legal proceedings, or otherwise) of any of the Credit
  Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (b)     The
  Credit Parties jointly and severally agree to indemnify and hold harmless
  each Agent-Related Person and each Lender and each of their Affiliates and
  their respective officers, directors, employees, agents, and advisors (each,
  an Indemnified Party) from and against any and all claims, damages,
  losses, liabilities, costs, and expenses (including, without limitation,
  reasonable attorneys fees) that may be incurred by or asserted or awarded
  against any Indemnified Party, in each case arising out of or in connection
  with or by reason of (including, without limitation, in connection with any
  investigation, litigation, or proceeding or preparation of defense in
  connection therewith) the Credit Documents, any of the transactions
  contemplated herein or the actual or proposed use of the proceeds of the
  Loans, except to the extent such claim, damage, loss, liability, cost, or
  expense is found in a final, non-appealable judgment by a court of competent
  jurisdiction to have resulted from such Indemnified Partys gross negligence
  or willful misconduct.  In the case of
  an investigation, litigation or other proceeding to which the indemnity in
  this Section 11.5 applies, such indemnity shall be effective whether or
  not such investigation, litigation or proceeding is brought by any of the
  Credit Parties, their respective directors, shareholders or creditors or an
  Indemnified Party or any other Person or any Indemnified

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|                                                                                                                                                                                                                                                                                                                                                                                             | Party is otherwise a party thereto and whether or
  not the transactions contemplated hereby are consummated.  The Credit Parties agree not to assert any
  claim against any Agent-Related Party, any Lender, any of their Affiliates,
  or any of their respective directors, officers, employees, attorneys, agents,
  and advisers, on any theory of liability, for special, indirect,
  consequential, or punitive damages arising out of or otherwise relating to
  the Credit Documents, any of the transactions contemplated herein or the
  actual or proposed use of the proceeds of the Loans.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                             | (c)     Without
  prejudice to the survival of any other agreement of the Credit Parties
  hereunder, the agreements and obligations of the Credit Parties contained in
  this Section 11.5 shall survive the repayment of the Credit Party
  Obligations and the termination of the Commitments hereunder.                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                             | 11.6   Amendments,
  Waivers and Consents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Neither
  this Credit Agreement nor any other Credit Document nor any of the terms
  hereof or thereof may be amended, changed, waived, discharged or terminated
  unless such amendment, change, waiver, discharge or termination is in writing
  entered into by, or approved in writing by, each of the Credit Parties party
  thereto and the Required Lenders, provided, further, that:
|                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                             | (a)     without
  the consent of each Lender affected thereby, neither this Credit Agreement
  nor any other Credit Document may be amended, changed, waived, discharged or
  terminated so as to:                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (vi)     except
  as the result of or in connection with a dissolution, merger or disposition
  of a Consolidated Party not prohibited by Section 8.4 or
  Section 8.5, release the Borrower or substantially all of the other
  Credit Parties from its or their obligations under the Credit Documents,
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (vii)     amend,
  modify or waive any provision of this Section 11.6,                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (viii)     reduce
  any percentage specified in the definition of Required Lenders, or                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (ix)     consent
  to the assignment or transfer by the Borrower or all or substantially all of
  the other Credit Parties of any of its or their rights and obligations under
  (or in respect of) the Credit Documents except as permitted thereby;                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                          
| | (b)     without
  the consent of the Agent, no provision of Section 10 may be amended,
  changed, waived, discharged or terminated;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c)     without
  the consent of the Issuing Lender, no provision of Section 2.2 or
  Section 3.5(b)(iii) may be amended, changed, waived, discharged or
  terminated in a manner that is adverse to the Issuing Lender; and                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d)     without
  the consent of the Swingline Lender, no provision of Section 2.3 may be
  amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Notwithstanding the fact that the consent of all the
  Lenders is required in certain circumstances as set forth above,
  (x) each Lender is entitled to vote as such Lender sees fit on any
  bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges
  that the provisions of Section 1126(c) of the Bankruptcy Code supersedes
  the unanimous consent provisions set forth herein and (y) the Required
  Lenders shall determine whether or not to allow a Credit Party to use cash
  collateral in the context of a bankruptcy or insolvency proceeding and such
  determination shall be binding on all of the Lenders.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 11.7   Counterparts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | This Credit Agreement may be executed in any number
  of counterparts, each of which when so executed shall be an original, but all
  of which shall constitute one and the same instrument.  It shall not be necessary in making proof
  of this Credit Agreement to produce or account for more than one such
  counterpart for each of the parties hereto. 
  Delivery by facsimile by any of the parties hereto of an executed
  counterpart of this Credit Agreement shall be as effective as an original
  executed counterpart hereof and shall be deemed a representation that an
  original executed counterpart hereof will be delivered.      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 11.8   Headings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | The headings of the sections hereof are provided for
  convenience only and shall not in any way affect the meaning or construction
  of any provision of this Credit Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

94

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| | 11.9     Survival.
| | ------------------

All
indemnities set forth herein, including, without limitation, in
Section 2.2(i), 3.11, 3.12, 10.5 or 11.5 shall survive the execution and
delivery of this Credit Agreement, the making of the Loans, the issuance of the
Letters of Credit, the repayment of the Loans, LOC Obligations and other
obligations under the Credit Documents and the termination of the Commitments
hereunder, and all representations and warranties made by the Credit Parties
herein shall survive until this Credit Agreement shall be terminated in
accordance with the terms of Section 11.13(b).

| | 11.10     Governing Law;
  Submission to Jurisdiction; Venue; Waiver of Jury Trial.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (a)           THIS
  CREDIT AGREEMENT AND, UNLESS OTHERWISE EXPRESSLY PROVIDED THEREIN, THE OTHER
  CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND
  THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
  WITH THE LAWS OF THE STATE OF GEORGIA WITHOUT REGARD TO CONFLICTS OF LAW OR
  CHOICE OF LAW PRINCIPLES.  Any
  legal action or proceeding with respect to this Credit Agreement or any other
  Credit Document may be brought in the courts of the State of Georgia or of
  the United States for the Northern District of Georgia and, by execution and
  delivery of this Credit Agreement, each
  of the Credit Parties hereby irrevocably accepts for itself and in respect of
  its property, generally and unconditionally, the nonexclusive jurisdiction of
  such courts.  Each of the Credit Parties
  further irrevocably consents to the service of process out of any of the
  aforementioned courts in any such action or proceeding by the mailing of
  copies thereof by registered or certified mail, postage prepaid, to it at the
  address set out for notices pursuant to Section 11.1, such service to
  become effective three (3) days after such mailing.  Nothing herein shall affect the right of the Agent or any
  Lender to serve process in any other manner permitted by law or to commence
  legal proceedings or to otherwise proceed against any Credit Party in any
  other jurisdiction.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b)           Each
  of the Credit Parties hereby irrevocably waives any objection which it may
  now or hereafter have to the laying of venue of any of the aforesaid actions
  or proceedings arising out of or in connection with this Credit Agreement or
  any other Credit Document brought in the courts referred to in
  subsection (a) above and hereby further irrevocably waives and agrees
  not to plead or claim in any such court that any such action or proceeding
  brought in any such court has been brought in an inconvenient forum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c)           EACH
  PARTY TO THIS CREDIT AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY
  JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN
  DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
  DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY CREDIT
  DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW
  EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
  OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
  DEMAND, ACTION OR CAUSE OF ACTION SHALL BE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

95

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| | DECIDED BY
  COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS CREDIT AGREEMENT MAY
  FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS
  WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF
  THEIR RIGHT TO TRIAL BY JURY.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                 
| | 11.11     Severability.                                                                                                                                                                                                                                                         

If
any provision of any of the Credit Documents is determined to be illegal,
invalid or unenforceable, such provision shall be fully severable and the
remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

| | 11.12     Entirety.
| | -------------------

This
Credit Agreement together with the other Credit Documents represent the entire
agreement of the parties hereto and thereto, and supersede all prior agreements
and understandings, oral or written, if any, including any commitment letters
or correspondence relating to the Credit Documents or the transactions
contemplated herein and therein.

| | 11.13     Binding Effect; Termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (a)          This
  Credit Agreement shall become effective at such time on or after the Closing
  Date when it shall have been executed by each Credit Party and the Agent, and
  the Agent shall have received copies hereof (telefaxed or otherwise) which,
  when taken together, bear the signatures of each Lender, and thereafter this
  Credit Agreement shall be binding upon and inure to the benefit of each
  Credit Party, the Agent and each Lender and their respective successors and
  assigns.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b)          The
  term of this Credit Agreement shall be until the Credit Party Obligations are
  Fully Satisfied.                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 11.14     Confidentiality.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Each of the
Agent and the Lenders 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) directors, officers, employees and
agents, including accountants, legal counsel and other advisors (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; (c) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process; (d) to any other party to this
Credit Agreement; (e) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this Credit Agreement
or the enforcement of rights hereunder; (f) subject to an agreement
containing provisions substantially the same as those of this
Section 11.14, to (i) any Eligible Assignee of or Participant in, or
any prospective Eligible Assignee of or Participant in, any of its rights or
obligations under this Credit Agreement or (ii) any direct or indirect
contractual counterparty or prospective counterparty (or such contractual
counterpartys or prospective counterpartys professional

96

---

---

advisor) to any credit derivative transaction relating to Credit Party
Obligations; (g) with the consent of the Borrower; (h) to the extent
such Information (i) becomes publicly available other than as a result of
a breach of this Section 11.14 or (ii) becomes available to the Agent
or any Lender on a nonconfidential basis from a source other than the
Consolidated Parties; or (i) to the National Association of Insurance
Commissioners or any other similar organization or any nationally recognized
rating agency that requires access to information about a Lenders or its
Affiliates investment portfolio in connection with ratings issued with respect
to such Lender or its Affiliates.  For
the purposes of this Section, Information means all information received from
the Credit Parties relating to the Consolidated Parties or their business, other
than any such information that is available to the Agent or any Lender on a
nonconfidential basis prior to disclosure by the Consolidated Parties; provided
that, in the case of information received from the Consolidated Parties after
the date hereof, such information is clearly identified in writing at the time
of delivery as confidential.  Any Person
required to maintain the confidentiality of Information as provided in this
Section 11.14 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.

| | 11.15     Source of Funds.
| | --------------------------

Each
of the Lenders hereby represents and warrants to the Borrower that at least one
of the following statements is an accurate representation as to the source of
funds to be used by such Lender in connection with the financing hereunder:

| | (a)          no
  part of such funds constitutes assets allocated to any separate account
  maintained by such Lender in which any employee benefit plan (or its related
  trust) has any interest;                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b)          to
  the extent that any part of such funds constitutes assets allocated to any
  separate account maintained by such Lender, such Lender has disclosed to the
  Borrower the name of each employee benefit plan whose assets in such account
  exceed 10% of the total assets of such account as of the date of such
  purchase (and, for purposes of this clause (b), all employee benefit
  plans maintained by the same employer or employee organization are deemed to
  be a single plan);
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c)          to
  the extent that any part of such funds constitutes assets of an insurance
  companys general account, such insurance company has complied with all of
  the requirements of the regulations issued under Section 401(c)(1)(A) of
  ERISA; or                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d)          such
  funds constitute assets of one or more specific benefit plans which such
  Lender has identified in writing to the Borrower.                                                                                                                                                                                                                                                                                                                                                             

As used in this Section 11.15, the terms
employee benefit plan and separate account shall have the respective
meanings assigned to such terms in Section 3 of ERISA.

97

---

---

| | 11.16     Regulation D.
| | -----------------------

Each
of the Lenders hereby represents and warrants to the Borrower that it
is a commercial lender, other financial institution or other accredited
investor (as defined in SEC Regulation D) which makes or acquires or loans on
the ordinary course of business and that it will make or acquire Loans for its
own account in the ordinary course of business.

| | 11.17     Conflict.
| | -------------------

To
the extent that there is a conflict or inconsistency between any provision
hereof, on the one hand, and any provision of any Credit Document, on the other
hand, this Credit Agreement shall control.

| | 11.18     No Novation.
| | ----------------------

THE PARTIES
HERETO HAVE ENTERED INTO THIS CREDIT AGREEMENT SOLELY TO AMEND AND RESTATE THE
TERMS OF THE EXISTING CREDIT AGREEMENT. 
THE PARTIES DO NOT INTEND THIS CREDIT AGREEMENT NOR THE TRANSACTIONS
CONTEMPLATED HEREBY TO BE, AND THIS CREDIT AGREEMENT AND THE TRANSACTION
CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE
CREDIT PARTY OBLIGATIONS OWING BY BORROWER AND THE GUARANTORS UNDER OR IN
CONNECTION WITH THE EXISTING CREDIT AGREEMENT OR ANY OF THE OTHER CREDIT
DOCUMENTS (AS DEFINED IN THE EXISTING CREDIT AGREEMENT).  THE PARTIES AGREE THAT (A) ALL OF THE
CREDIT DOCUMENTS (AS DEFINED IN THE EXISTING CREDIT AGREEMENT) NOT OTHERWISE
TERMINATED OR AMENDED AND RESTATED IN CONNECTION WITH THE EXECUTION AND
DELIVERY OF THIS CREDIT AGREEMENT CONSTITUTE, AND SHALL BE DEEMED TO BE, CREDIT
DOCUMENTS; (B) ALL SUCH CREDIT DOCUMENTS REMAIN IN FULL FORCE AND EFFECT
AND (C) ANY REFERENCE TO THE EXISTING CREDIT AGREEMENT IN ANY SUCH CREDIT
DOCUMENTS SHALL BE DEEMED TO BE A REFERENCE TO THIS CREDIT AGREEMENT.

[Signature Page to Follow]

98

---

---

IN WITNESS WHEREOF, each of the
parties hereto has caused a counterpart of this Amended and Restated Credit
Agreement to be duly executed and delivered as of the date first above written.

|BORROWER:   | HEALTHTRONICS
  SURGICAL SERVICES, INC.  
|----------- | -----------------------------------------
|            |                                          
|            | /s/ Martin
  J. McGahan                  
|            |                                          
|            | Martin J.
  McGahan, President and COO   
|            |                                          
|            |                                          
|GUARANTORS: | HT
  LITHOTRIPSY MANAGEMENT COMPANY, LLC 
|            |                                          
|            | /s/ Martin
  J. McGahan                  
|            |                                          
|            | Martin J.
  McGahan, President and COO   
|            |                                          
|            |                                          
|            | LITHOTRIPSY
  MANAGEMENT, INC.           
|            |                                          
|            | /s/ Martin
  J. McGahan                  
|            |                                          
|            | Martin J.
  McGahan, President and COO   
|            |                                          
|            |                                          
|            | LITHO GROUP,
  INC.                      
|            |                                          
|            | /s/ Martin
  J. McGahan                  
|            |                                          
|            | Martin J.
  McGahan, President and COO   
|            |                                          
|            |                                          
|            | WEST COAST
  CAMBRIDGE, INC.             
|            |                                          
|            | /s/ Martin
  J. McGahan                  
|            |                                          
|            | Martin J.
  McGahan, President and COO   
|            |                                          
|            |                                          
|            | INTEGRATED
  LITHOTRIPSY OF GEORGIA, INC.
|            |                                          
|            | /s/ Martin
  J. McGahan                  
|            |                                          
|            | Martin J.
  McGahan, President and COO   
|            |                                          
|            |                                          
|            | MIDWEST
  CAMBRIDGE, INC.                
|            |                                          
|            | /s/ Martin
  J. McGahan                  
|            |                                          
|            | Martin J.
  McGahan, President and COO   

---

---

| | CAMBRIDGE
  TREEMONT APARTMENTS, INC.       
| | --------------------------------------------
| |                                             
| | /s/ Martin
  J. McGahan                     
| |                                             
| | Martin J.
  McGahan, President and COO      
| |                                             
| |                                             
| | SOUTHWEST
  LITHO PARTNERS, LTD.            
| |                                             
| |                                             
| |                                             
| |                                             
| |                                             
| |                                             
| |                                             
| |                                             
| | CAMBRIDGE
  HEALTH SERVICES OF TEXAS, INC.  
| |                                             
| | /s/ Martin
  J. McGahan                     
| |                                             
| | Martin J.
  McGahan, President and COO      
| |                                             
| |                                             
| | T2
  LITHOTRIPTER INVESTMENT, INC.          
| |                                             
| | /s/ Martin
  J. McGahan                     
| |                                             
| | Martin J.
  McGahan, President and COO      
| |                                             
| |                                             
| | SERVICETRENDS,
  INC.                       
| |                                             
| | /s/ Martin
  J. McGahan                     
| |                                             
| | Martin J.
  McGahan, President and COO      
| |                                             
| |                                             
| | LITHO CENTER
  SOUTHWEST 1, INC.            
| |                                             
| | /s/ Martin
  J. McGahan                     
| |                                             
| | Martin J.
  McGahan, President and COO      
| |                                             
| |                                             
| | HERITAGE
  MEDICAL SERVICES OF GEORGIA, INC.
| |                                             
| | /s/ Martin
  J. McGahan                     
| |                                             
| | Martin J.
  McGahan, President and COO      
| |                                             

---

---

| | T2
  LITHOTRIPTER INVESTMENT OF INDIANA, INC.
| | ---------------------------------------------
| |                                              
| | /s/ Martin
  J. McGahan                      
| |                                              
| | Martin J.
  McGahan, President and COO       
| |                                              
| |                                              
| | AMCARE
  HEALTH SERVICES, INC.               
| |                                              
| | /s/ Martin
  J. McGahan                      
| |                                              
| | Martin J.
  McGahan, President and COO       
| |                                              
| |                                              
| | AMCARE, INC.                                 
| |                                              
| | /s/ Martin
  J. McGahan                      
| |                                              
| | Martin J.
  McGahan, President and COO       
| |                                              
| |                                              
| | N.Y.L.S.A.
  #4, INC.                        
| |                                              
| | /s/ Martin
  J. McGahan                      
| |                                              
| | Martin J.
  McGahan, President and COO       
| |                                              
| |                                              
| |                                              
| | INTEGRATED
  HEARING SERVICES, INC.          
| |                                              
| | /s/ Martin
  J. McGahan                      
| |                                              
| | Martin J.
  McGahan, President and COO       
| |                                              
| |                                              
| | WEST FLORIDA
  UROLOGY ASSOCIATES, LLC       
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| | INTEGRATED
  HEALTHCARE MANAGEMENT CORP.     
| |                                              
| | /s/ Martin
  J. McGahan                      
| |                                              
| | Martin J.
  McGahan, President and COO       
| |                                              

---

---

| | HLE CORP.                                  |                                                                              | 
| | ------------------------------------------ | ---------------------------------------------------------------------------- | 
| |                                            |                                                                              | 
| | /s/ Martin
  J. McGahan                    |                                                                              | 
| |                                            |                                                                              | 
| | Martin J.
  McGahan, President and COO     |                                                                              | 
| |                                            |                                                                              | 
| |                                            |                                                                             
| | HERITAGE
  MEDICAL SERVICES OF TEXAS, INC. |                                                                             
| |                                            |                                                                              | 
| | /s/ Martin
  J. McGahan                    |                                                                              | 
| |                                            |                                                                              | 
| | Martin J.
  McGahan, President and COO     |                                                                              | 
| |                                            |                                                                              | 
| |                                            |                                                                              | 
| | HSC OF GULF
  COAST, INC.                  |                                                                              | 
| |                                            |                                                                              | 
| | /s/ Martin
  J. McGahan                    |                                                                              | 
| |                                            |                                                                              | 
| | Martin J.
  McGahan, President and COO     |                                                                              | 
| |                                            |                                                                              | 
| |                                            |                                                                             
| | GULF COAST
  LITHOTRIPSY ASSOCIATES, L.P.  |                                                                             
| |                                            |                                                                              | 
| |                                            | By:  HERITAGE MEDICAL SERVICES
       OF TEXAS, INC., general partner        | 
| |                                            |                                                                              | 
| |                                            | /s/ Martin
  J. McGahan                                                      | 
| |                                            |                                                                              | 
| |                                            | Martin J.
  McGahan, President and COO                                       | 
| |                                            |                                                                              | 
| |                                            |                                                                             
| | LITHOTRIPSY
  ASSOCIATES OF TEXAS, L.P.    |                                                                             
| |                                            |                                                                              | 
| |                                            | By:  GULF
  COAST LITHOTRIPSY
          ASSOCIATES, L.P., general
  partner  | 
| |                                            |                                                                              | 
| |                                            |                                                                              | 
| |                                            | By:  HERITAGE
  MEDICAL SERVICES
          OF TEXAS, INC., general
  partner
| |                                            |                                                                              | 
| |                                            | /s/ Martin
  J. McGahan                                                      | 
| |                                            |                                                                              | 
| |                                            | Martin J.
  McGahan, President and COO                                      
| |                                            |                                                                              | 
| |                                            |                                                                              | 
| | FLORIDA
  LITHOLOGY NO. 2, INC.            |                                                                              | 
| |                                            |                                                                              | 
| | /s/ Martin
  J. McGahan                    |                                                                              | 
| |                                            |                                                                              | 
| | Martin J.
  McGahan, President and COO     |                                                                              | 
| |                                            |                                                                              | 

---

---

| | HIGH PLAINS
  LITHOTRIPSY, LLC     
| | -----------------------------------
| |                                    
| |                                    
| |                                    
| |                                    
| |                                    
| |                                    
| |                                    
| |                                    
| | GREATER
  NEBRASKA LITHOTRIPSY, LLC
| |                                    
| |                                    
| |                                    
| |                                    
| |                                    
| |                                    
| |                                    
| |                                    
| | GULF COAST
  II LITHOTRIPSY, L.P.  
| |                                    
| |                                    
| |                                    
| |                                    
| |                                    
| |                                    
| |                                    
| |                                    
| |                                    
| | MOBILE BAY
  LITHOTRIPSY, LLC      
| |                                    
| |                                    
| |                                    
| |                                    
| |                                    
| |                                    
| |                                    
| |                                    

---

---

| | HT
  ORTHOTRIPSY MANAGEMENT COMPANY, LLC         |                                                                    
| | ------------------------------------------------ | -------------------------------------------------------------------
| |                                                  |                                                                    
| | /s/ Martin
  J. McGahan                          |                                                                    
| |                                                  |                                                                    
| | Martin J.
  McGahan, President and COO           |                                                                    
| |                                                  |                                                                    
| |                                                  |                                                                    
| | ORTHOTRIPSY
  SERVICES OF BAKERSFIELD, L.P.      |                                                                    
| | ORTHOTRIPSY
  SERVICES OF CHATTANOOGA, L.P.      |                                                                    
| | ORTHOTRIPSY
  SERVICES OF HOUSTON, L.P.          |                                                                    
| | ORTHOTRIPSY
  SERVICES OF OHIO, L.P.             |                                                                    
| | ORTHOTRIPSY
  SERVICES OF ROCHESTER, L.P.        |                                                                    
| | ORTHOTRIPSY
  SERVICES OF SAN ANTONIO, L.P.      |                                                                    
| | ORTHOTRIPSY
  SERVICES OF SOUTHERN IDAHO, L.P.   |                                                                    
| | OSSATRON
  MEDICAL SERVICES OF THE PACIFIC, L.P. |                                                                    
| | OSSATRON
  SERVICES OF ALABMA, L.P.              |                                                                    
| | OSSATRON
  SERVICES OF ANCHORAGE, L.P.           |                                                                    
| | OSSATRON
  SERVICES OF ARIZONA, L.P.             |                                                                    
| | OSSATRON
  SERVICES OF THE BAY AREA, L.P.        |                                                                    
| | OSSATRON
  SERVICES OF CENTRAL FLORIDA, L.P.     |                                                                    
| | OSSATRON
  SERVICES OF CHESAPEAKE BAY, L.P.      |                                                                    
| | OSSATRON
  SERVICES OF CINCINNATI, L.P.          |                                                                    
| | OSSATRON
  SERVICES OF THE CAROLINAS, L.P.       |                                                                    
| | OSSATRON
  SERVICES OF EAST TEXAS, L.P.          |                                                                    
| | OSSATRON
  SERVICES OF HAWAII, L.P.              |                                                                    
| | OSSATRON
  SERVICES OF LAS VEGAS, L.P.           |                                                                    
| | OSSATRON
  SERVICES OF LOUISIANA, L.P.           |                                                                    
| | OSSATRON
  SERVICES OF MANHATTAN, L.P.           |                                                                    
| | OSSATRON
  SERVICES OF MILWAUKEE, L.P.           |                                                                    
| | OSSATRON
  SERVICES OF NEW ENGLAND, L.P.         |                                                                    
| | OSSATRON
  SERVICES OF NORTHEAST IOWA, L.P.      |                                                                    
| | OSSATRON
  SERVICES OF NORTHEAST FLORIDA, L.P.   |                                                                    
| | OSSATRON
  SERVICES OF PROVIDENCE, L.P.          |                                                                    
| | OSSATRON
  SERVICES OF SIOUX FALLS, L.P.         |                                                                    
| | OSSATRON
  SERVICES OF SOUTH COAST, L.P.         |                                                                    
| | OSSATRON
  SERVICES OF SOUTHEAST I, L.P.         |                                                                    
| | OSSATRON
  SERVICES OF TAMPA BAY II, L.P.        |                                                                    
| | OSSATRON
  SERVICES OF TRI-STATES I, L.P.        |                                                                    
| | OSSATRON
  SERVICES OF TREASURE COAST, L.P.      |                                                                    
| | OSSATRON
  SERVICES OF UTAH, L.P.                |                                                                    
| |                                                  |                                                                    
| |                                                  | By:  HT ORTHOTRIPSY MANAGEMENT
       COMPANY, LLC, general partner
| |                                                  |                                                                    
| |                                                  | /s/ Martin
  J. McGahan                                            
| |                                                  |                                                                    
| |                                                  | Martin J.
  McGahan, President and COO                             
| |                                                  |                                                                    

---

---

| | HT PROSTATE
  THERAPY                          |                                                                                  
| | ---------------------------------------------- | ---------------------------------------------------------------------------------
| | MANAGEMENT
  COMPANY, LLC                      |                                                                                  
| |                                                |                                                                                  
| |                                                |                                                                                  
| | /s/ Martin
  J. McGahan                        |                                                                                  
| |                                                |                                                                                  
| | Martin J.
  McGahan, President and COO         |                                                                                  
| |                                                |                                                                                  
| |                                                |                                                                                  
| | ROCKY
  MOUNTAIN PROSTATE
  THERMOTHERAPY, LLC |                                                                                  
| |                                                |                                                                                  
| |                                                | By:  HT
  PROSTATE THERAPY MANAGEMENT
          COMPANY, LLC, sole member        
| |                                                |                                                                                  
| |                                                | /s/ Martin
  J. McGahan                                                          
| |                                                |                                                                                  
| |                                                | Martin J.
  McGahan, President and COO                                           
| |                                                |                                                                                  
| |                                                |                                                                                  
| | HT PROSTATE
  SERVICES, LLC                    |                                                                                  
| |                                                |                                                                                  
| |                                                | By:  ROCKY
  MOUNTAIN PROSTATE
         THERMOTHERAPY, LLC                       
| |                                                |                                                                                  
| |                                                | By:  HT
  PROSTATE
         THERAPY MANAGEMENT
         COMPANY, LLC, sole member
| |                                                |                                                                                  
| |                                                | /s/ Martin
  J. McGahan                                                          
| |                                                |                                                                                  
| |                                                | Martin J.
  McGahan, President and COO                                           
| |                                                |                                                                                  
| |                                               
| | ADVANCED
  UROLOGY SERVICES, LLC              
| |                                                |                                                                                  
| |                                                | By:  HT LITHOTRIPSY MANAGEMENT
          COMPANY, LLC, managing member           
| |                                                |                                                                                  
| |                                                | /s/ Martin
  J. McGahan                                                          
| |                                                |                                                                                  
| |                                                | Martin J.
  McGahan, President and COO                                           
| |                                                |                                                                                  
| |                                               
| | HT
  CRYOSURGERY MANAGEMENT COMPANY, LLC      
| |                                                |                                                                                  
| | /s/ Martin
  J. McGahan                        |                                                                                  
| |                                                |                                                                                  
| | Martin J.
  McGahan, President and COO         |                                                                                  
| |                                                |                                                                                  

---

---

| | CRYOPARTNERS,
  LLC                                      |                                                                
| | -------------------------------------------------------- | ---------------------------------------------------------------
| |                                                          |                                                                
| |                                                          | By:  HT
  CRYOSURGERY MANAGEMENT
         COMPANY, LLC, manager
| |                                                          |                                                                
| |                                                          | /s/ Martin
  J. McGahan                                        
| |                                                          |                                                                
| |                                                          | Martin J.
  McGahan, President and COO                         
| |                                                          |                                                                
| |                                                         
| | HEALTHTRONICS
  TECHNOLOGY SERVICES
  & DEVELOPMENT, LLC
| |                                                          |                                                                
| | /s/ Martin
  J. McGahan                                  |                                                                
| |                                                          |                                                                
| | Martin J.
  McGahan, President and COO                   |                                                                
| |                                                          |                                                                

---

---

| | COBB
  REGIONAL LITHOTRIPSY PARTNERS
| | ------------------------------------
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     

---

---

|LENDERS: | SUNTRUST BANK,                                    
|-------- | --------------------------------------------------
|         | individually in its capacity as Agent             
|         |                                                   
|         | By:  /s/ Gregory S. Nail                          
|         |                                                   
|         | Name:  Gregory S. Nail                            
|         |                                                   
|         | Title:  VP                                        
|         |                                                   
|         |                                                   
|         |                                                   
|         | SUNTRUST BANK,                                    
|         | individually in its capacity as a Lender          
|         |                                                   
|         | By:  /s/ Gregory S. Nail                          
|         |                                                   
|         | Name:  Gregory S. Nail                            
|         |                                                   
|         | Title:  VP                                        
|         |                                                   
|         |                                                   
|         |                                                   
|         | REGIONS BANK,                                     
|         | individually
  in its capacity as a Lender        
|         |                                                   
|         | By:  /s/ J. Timothy Toler                         
|         |                                                   
|         | Name:  J. Timothy Toler                           
|         |                                                   
|         | Title:  Vice President                            
|         |                                                   
|         |                                                   
|         |                                                   
|         | SUNTRUST BANK,                                    
|         | individually in its capacity as a Swingline Lender
|         |                                                   
|         | By:  /s/ Gregory S. Nail                          
|         |                                                   
|         | Name:  Gregory S. Nail                            
|         |                                                   
|         | Title:  VP                                        
|         |                                                   
|         |                                                   
|         |                                                   
|         | SUNTRUST BANK,                                    
|         | individually in its capacity as Issuing Lender    
|         |                                                   
|         | By:  /s/ Gregory S. Nail                          
|         |                                                   
|         | Name:  Gregory S. Nail                            
|         |                                                   
|         | Title:  VP                                        
|         |                                                   
|         |                                                   

---

---