<PAGE>
                                                                    EXHIBIT 10.1



================================================================================


                                CREDIT AGREEMENT

                            Dated as of July 22, 2005
                                      among

                     BRIGHT HORIZONS FAMILY SOLUTIONS, INC.,
                                as the Borrower,


                             BANK OF AMERICA, N.A.,
                   as Administrative Agent, Swing Line Lender
                                       and
                                   L/C Issuer,


                              JPMORGAN CHASE BANK,
                              as Syndication Agent


                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,
                                       and
                         J.P. MORGAN SECURITIES INC., as
                                       as
                    Co-lead Arrangers and Joint Book Managers



================================================================================

<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                              <C>
ARTICLE I.  DEFINITIONS AND ACCOUNTING TERMS........................................1
     Section 1.01  Defined Terms....................................................1
     Section 1.02  Other Interpretive Provisions...................................21
     Section 1.03  Accounting Terms................................................22
     Section 1.04  Rounding........................................................22
     Section 1.05  Times of Day....................................................23
     Section 1.06  Letter of Credit Amounts........................................23
ARTICLE II.  THE COMMITMENTS AND CREDIT EXTENSIONS.................................23
     Section 2.01  Committed Loans.................................................23
     Section 2.02  Borrowings, Conversions and Continuations of Committed Loans....23
     Section 2.03  Reserved........................................................25
     Section 2.04  Letters of Credit...............................................25
     Section 2.05  Swing Line Loans................................................34
     Section 2.06  Prepayments.....................................................37
     Section 2.07  Termination or Reduction of Commitments.........................38
     Section 2.08  Repayment of Loans..............................................38
     Section 2.09  Interest........................................................38
     Section 2.10  Fees; Commitment Fee............................................39
     Section 2.11  Computation of Interest and Fees................................40
     Section 2.12  Evidence of Debt................................................40
     Section 2.13  Payments Generally; Administrative Agent's Clawback.............40
     Section 2.14  Sharing of Payments by Lenders..................................42
     Section 2.15  Reserved........................................................43
     Section 2.16  Increase in Commitments.........................................43
ARTICLE III.  TAXES, YIELD PROTECTION AND ILLEGALITY...............................44
     Section 3.01  Taxes...........................................................44
     Section 3.02  Illegality......................................................47
     Section 3.03  Inability to Determine Rates....................................47
     Section 3.04  Increased Costs; Reserves on Eurodollar Rate Loans..............47
     Section 3.05  Compensation for Losses.........................................49
     Section 3.06  Mitigation Obligations; Replacement of Lenders..................50
     Section 3.07  Survival........................................................50
ARTICLE IV.  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS.............................50
     Section 4.01  Conditions of Initial Credit Extension..........................50
     Section 4.02  Conditions to all Credit Extensions.............................52
ARTICLE V.  REPRESENTATIONS AND WARRANTIES.........................................53
     Section 5.01  Existence, Qualification and Power; Compliance with Laws........53
     Section 5.02  Authorization; No Contravention.................................53
     Section 5.03  Governmental Authorization; Other Consents......................53
     Section 5.04  Binding Effect..................................................53
     Section 5.05  Financial Statements; No Material Adverse Effect; No
                     Internal Control Event........................................54
</TABLE>

                                       -i-

<PAGE>
<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                              <C>
     Section 5.06  Litigation......................................................54
     Section 5.07  No Default......................................................55
     Section 5.08  Ownership of Property; Liens....................................55
     Section 5.09  Environmental Compliance........................................55
     Section 5.10  Insurance.......................................................55
     Section 5.11  Taxes...........................................................55
     Section 5.12  ERISA Compliance................................................56
     Section 5.13  Subsidiaries; Equity Interests..................................56
     Section 5.14  Margin Regulations; Investment Company Act; Public Utility
                     Holding Company Act...........................................57
     Section 5.15  Disclosure......................................................57
     Section 5.16  Compliance with Laws............................................57
     Section 5.17  Intellectual Property; Licenses, Etc............................57
ARTICLE VI.  AFFIRMATIVE COVENANTS.................................................58
     Section 6.01  Financial Statements............................................58
     Section 6.02  Certificates; Other Information.................................59
     Section 6.03  Notices.........................................................60
     Section 6.04  Payment of Obligations..........................................61
     Section 6.05  Preservation of Existence, Etc..................................61
     Section 6.06  Maintenance of Properties.......................................61
     Section 6.07  Maintenance of Insurance........................................62
     Section 6.08  Compliance with Laws............................................62
     Section 6.09  Books and Records...............................................62
     Section 6.10  Inspection Rights...............................................62
     Section 6.11  Use of Proceeds.................................................62
     Section 6.12  Additional Guarantors...........................................62
     Section 6.13  Depository, Payroll, Operating Account..........................63
ARTICLE VII.  NEGATIVE COVENANTS...................................................63
     Section 7.01  Liens...........................................................63
     Section 7.02  Investments.....................................................64
     Section 7.03  Indebtedness....................................................65
     Section 7.04  Fundamental Changes.............................................66
     Section 7.05  Dispositions....................................................66
     Section 7.06  Restricted Payments.............................................67
     Section 7.07  Change in Nature of Business; Material Acquisitions.............68
     Section 7.08  Transactions with Affiliates....................................68
     Section 7.09  Burdensome Agreements; Negative Pledge..........................68
     Section 7.10  Use of Proceeds.................................................68
     Section 7.11  Financial Covenants.............................................68
ARTICLE VIII.  EVENTS OF DEFAULT AND REMEDIES......................................68
     Section 8.01  Events of Default...............................................68
     Section 8.02  Remedies Upon Event of Default..................................71
     Section 8.03  Application of Funds............................................71
ARTICLE IX.  ADMINISTRATIVE AGENT..................................................72
     Section 9.01  Appointment and Authority.......................................72
     Section 9.02  Rights as a Lender..............................................72
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                              <C>
     Section 9.03  Exculpatory Provisions..........................................72
     Section 9.04  Reliance by Administrative Agent................................73
     Section 9.05  Delegation of Duties............................................74
     Section 9.06  Resignation of Administrative Agent.............................74
     Section 9.07  Non-Reliance on Administrative Agent and Other Lenders..........75
     Section 9.08  No Other Duties, Etc............................................75
     Section 9.09  Administrative Agent May File Proofs of Claim...................75
     Section 9.10  Guaranty Matters................................................76
ARTICLE X.  MISCELLANEOUS..........................................................76
     Section 10.01  Amendments, Etc................................................76
     Section 10.02  Notices; Effectiveness; Electronic Communication...............77
     Section 10.03  No Waiver; Cumulative Remedies.................................80
     Section 10.04  Expenses; Indemnity; Damage Waiver.............................80
     Section 10.05  Payments Set Aside.............................................82
     Section 10.06  Successors and Assigns.........................................82
     Section 10.07  Treatment of Certain Information; Confidentiality..............86
     Section 10.08  Right of Setoff................................................87
     Section 10.09  Interest Rate Limitation.......................................87
     Section 10.10  Counterparts; Integration; Effectiveness.......................87
     Section 10.11  Survival of Representations and Warranties.....................87
     Section 10.12  Severability...................................................88
     Section 10.13  Replacement of Lenders.........................................88
     Section 10.14  Governing Law; Jurisdiction; Etc...............................89
     Section 10.15  Waiver of Jury Trial...........................................90
     Section 10.16  USA Patriot Act Notice.........................................90
     Section 10.17  Time of the Essence............................................90
     Section 10.18  ENTIRE AGREEMENT...............................................90

     Signatures...................................................................S-1

SCHEDULES

         2.01       Commitments and Applicable Percentages
         5.06       Litigation
         5.13       Subsidiaries; Other Equity Investments
         7.01       Existing Liens
         7.03       Existing Indebtedness
         10.02      Administrative Agent's Office; Certain Addresses for Notices
         10.06      Processing and Recordation Fees
</TABLE>


                                      -iii-

<PAGE>


EXHIBITS

FORM OF
       A        Committed Loan Notice
       C        Swing Line Loan Notice
       D        Note
       E        Compliance Certificate
       F        Assignment and Assumption
       G        Guaranty
       H        Opinion Matters
















                                      -iv-
<PAGE>

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT ("Agreement") is entered into as of July 22,
2005, among BRIGHT HORIZONS FAMILY SOLUTIONS, INC., a Delaware corporation (the
"Borrower"); each lender from time to time party hereto (collectively, the
"Lenders" and individually, a "Lender"); and BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer.

         The Borrower has requested that the Lenders provide a revolving credit
facility, and the Lenders are willing to do so on the terms and conditions set
forth herein.

         In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.01 DEFINED TERMS. As used in this Agreement, the following
terms shall have the meanings set forth below:

         "Act" has the meaning set forth in Section 10.16.

         "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

         "Administrative Agent's Office" means the Administrative Agent's
address and, as appropriate, account as set forth on Schedule 10.02, or such
other address or account as the Administrative Agent may from time to time
notify to the Borrower and the Lenders.

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

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

         "Aggregate Commitments" means the Commitments of all the Lenders as
increased from time to time in accordance with the provisions of Section 2.16.

         "Agreement" means this Credit Agreement.

         "Applicable Percentage" means with respect to any Lender at any time,
the percentage (carried out to the ninth decimal place) of the Aggregate
Commitments represented by such Lender's Commitment at such time. If the
commitment of each Lender to make Loans and the obligation of the L/C Issuer to
make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if
the Aggregate Commitments have expired, then the Applicable Percentage of each
Lender shall be determined based on the Applicable Percentage of such Lender
most recently in effect, giving effect to any subsequent assignments. The
initial Applicable




<PAGE>

Percentage of each Lender is set forth opposite the name of such Lender on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable.

         "Applicable Rate" means, from time to time, with respect to the
Eurodollar Rate, BBA LIBOR Daily Floating Rate, Base Rate, Letter of Credit Fee
and Commitment Fee, as the context requires, the following percentages per
annum, based upon the Consolidated Leverage Ratio as set forth in the most
recent Compliance Certificate received by the Administrative Agent pursuant to
Section 6.02(b):

                                 APPLICABLE RATE

<TABLE>
<CAPTION>
                                                          BBA LIBOR
   Pricing                                             Daily Floating                   Letter of       Commitment
    Level         Leverage Ratio      Eurodollar Rate       Rate         Base Rate     Credit Fee           Fee
    -----         --------------      ---------------       ----         ---------     ----------       ----------
<S>             <C>                   <C>              <C>               <C>           <C>              <C>
      1         Greater than or           1.000%           1.125%         0.000%         1.000%           0.200%
                equal to 2.00:1.00

      2         Less than 2.00:1.00       0.750%            .875%         0.000%         0.750%           0.200%
                but greater than or
                equal to 1.50:1.00

      3         Less than 1.50:1.00       0.625%            .745%         0.000%         0.625%           0.125%
</TABLE>

         Any increase or decrease in the Applicable Rate resulting from a change
in the Consolidated Leverage Ratio shall become effective as of the first
Business Day immediately following the date a Compliance Certificate delivered
pursuant to Section 6.02(b) is received by the Administrative Agent; provided,
however, that if a Compliance Certificate is not delivered when due in
accordance with Section 6.02(b), then Pricing Level 1 shall apply as of the
first Business Day after the date on which such Compliance Certificate was
required to have been delivered, it being understood that if an overdue
Compliance Certificate is delivered to the Administrative Agent, the Applicable
Rate shall be maintained or decreased in accordance with such overdue Compliance
Certificate effective as of the first Business Day immediately following the
date such overdue Compliance Certificate is received by the Administrative
Agent. Notwithstanding the immediately preceding sentence, the Applicable Rate
in effect from the Closing Date through the date on which the Borrower delivers
financial statements and a duly completed Compliance Certificate with respect to
the period ending March 31, 2005 shall be 0.625% for the Eurodollar Rate; 0.745%
for the BBA LIBOR Daily Floating Rate; 0.000% for the Base Rate; 0.625% for the
Letter of Credit Fee; and 0.125% for the Commitment Fee. In addition, for
purposes of calculating the Applicable Rate, EBITDA for any Test Period shall
include the EBITDA of any Permitted Acquisition that has been consummated during
such Test Period in the same manner as if such Permitted Acquisition had
occurred on the first day of such Test Period.

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


                                       -2-

<PAGE>

         "Arrangers" means Banc of America Securities LLC and JPMorgan
Securities, Inc., in their respective capacities as co-lead arrangers and joint
book managers.

         "Assignee Group" means two or more Eligible Assignees that are
Affiliates of one another or two or more Approved Funds managed by the same
investment advisor.

         "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 10.06, and accepted by the Administrative Agent,
in substantially the form of Exhibit F or any other form approved by the
Administrative Agent.

         "Attributable Indebtedness" means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount of the obligations of such
Person to pay rent or other amounts under such capital lease that are required
to be classified and accounted for as a capital lease on the balance sheet of
such Person prepared as of such date in accordance with GAAP, and (b) in respect
of any Synthetic Lease Obligation, the capitalized amount of the remaining lease
payments under the relevant lease that would appear as debt on a balance sheet
of such Person prepared as of such date in accordance with GAAP if such lease
were accounted for as a capital lease.

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended December
31, 2004, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries, including the notes thereto.

         "Auto-Extension Letter of Credit" has the meaning set forth in Section
2.04(b)(iii).

         "Available Commitment" means, as to any Lender, at any time, such
Lender's Commitment at such time, as reduced from time to time in accordance
with Section 2.07.

         "Availability Period" means the period from and including the Closing
Date to the earliest of (a) the Maturity Date, (b) the date of termination of
the Aggregate Commitments pursuant to Section 2.07, and (c) the date of
termination of the commitment of each Lender to make Loans and of the obligation
of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

         "Bank of America" means Bank of America, N.A. and its successors.

         "Bankruptcy Code" means Title 11 of the United States Code entitled
"Bankruptcy", as amended from time to time, and any successor statute or
statutes.

         "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change



                                       -3-
<PAGE>

in such rate announced by Bank of America shall take effect at the opening of
business on the day specified in the public announcement of such change.

         "Base Rate Loan" means a Committed Loan that bears interest at a rate
based on the a Base Rate.

         "BBA LIBOR Daily Floating Rate" means a fluctuating rate of interest
equal to the rate per annum (rounded upwards to the nearest 1/100 of one
percent) equal to the British Bankers Association LIBOR Rate, as published by
Reuters (or other commercially available source providing quotations of such
rate as selected by the Administrative Agent from time to time) as determined
for each Business Day at approximately 11:00 a.m. London time two (2) London
Banking Days (as defined below) prior to the date in question, for U.S. Dollar
deposits (for delivery on the first day of such interest period) with a one
month term, as adjusted from time to time in the Administrative Agent's sole
discretion for reserve requirements, deposit insurance assessment rates and
other regulatory costs. If such rate is not available at such time for any
reason, then the rate for that interest period will be determined by such
alternate method as reasonably selected by the Administrative Agent. A "London
Banking Day" is a day on which banks in London are open for business and dealing
in offshore dollars.

          "BBA LIBOR Daily Floating Rate Loan" means a Swing Line Loan that
bears interest at a rate based on the BBA LIBOR Daily Floating Rate.

         "Borrower" has the meaning specified in the introductory paragraph
hereto.

         "Borrower Materials" has the meaning specified in Section 6.02.

         "Borrowing" means a Committed Borrowing or a Swing Line Borrowing, as
the context may require.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market.

         "Cash Collateralize" has the meaning specified in Section 2.04(g).

         "Cash Equivalent Investments" means investments, denominated in
Dollars, that are:

         (a) short-term obligations of, or unconditionally guaranteed by, the
United States government or its agencies;

         (b) short-term investments in tax-exempt obligations of any State of
the United States of America, or any municipality of any such State, that are
rated, at such date of acquisition, MIG-1 or better by Moody's or A-1 or better
by S&P;

         (c) commercial paper notes that are rated P-1 or better by Moody's or
A-1 or better by S&P;


                                       -4-
<PAGE>

         (d) certificates of deposit, banker's acceptances, demand deposit
accounts and time deposits maturing within one year from the date of acquisition
thereof issued or guaranteed by or placed with, and money market deposit
accounts issued or offered by, any Lender or any commercial bank having, or
which is the principal banking subsidiary of a bank holding company having, one
of the two highest long-term unsecured debt ratings obtainable from Moody's or
from S&P; provided, in each case, that the same provides for payment of both
principal and interest (and not principal alone or interest alone) and is not
subject to any contingency regarding the payment of principal or interest;

         (e) fully collateralized repurchase agreements, which agreements have a
term of not more than 90 days, for securities described in clause (a) or (b) of
this definition (it being understood that the maturity limitations in said
clause (a) and (b) are not applicable for purposes of this clause (e)) and
entered into with any Lender or any financial institution satisfying the
criteria of clause (d) above;

         (f) short-term investments in "money market funds" within the meaning
of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially
all of whose assets are invested in investments of the type described in clauses
(a) through (e) of this definition; and

         (g) short-term auction rate preferred securities and like securities
rated Aaa or higher by Moody's or AAA or higher by S&P.

For purposes of the foregoing and Section 7.02(a), "short-term" shall refer to
(1) an investment that matures or is otherwise payable not later than one year
after the making of such investment, and (2) an investment that matures or is
otherwise payable not later than two years after the making of such investment
and that is made at a time when the aggregate outstanding Loan balance is zero.
No investment described in the preceding clause (2) shall cease to be regarded
as "short-term" or be required to be redeemed or otherwise liquidated by virtue
of subsequent Borrowings occurring prior to the time that the remaining time to
maturity of such investment is greater than one year.

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

         "Change of Management" means any event by which any two of Linda A.
Mason, Roger H. Brown, David H. Lissy and Mary Ann Tocio (and any replacement
for any of them reasonably acceptable to the Administrative Agent) cease to have
primary responsibility for the principal executive and/or management functions
of the Borrower.

         "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 10.01.

         "Code" means the Internal Revenue Code of 1986.


                                       -5-
<PAGE>

         "Commitment" means, as to each Lender, its obligation to (a) make
Committed Loans to the Borrower pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender's name on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

         "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period, made by each of the Lenders pursuant to Section
2.01.

         "Committed Loan" has the meaning specified in Section 2.01.

         "Committed Loan Notice" means a notice of (a) a Committed Borrowing,
(b) a conversion of Committed Loans from one Type to the other, or (c) a
continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit A.

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit E.

         "Consolidated Debt Service Coverage Ratio" means, for any Test Period,
the ratio of (a) Consolidated EBITDAR for the Test Period minus dividends and
cash taxes paid during such Test Period, to (b) Consolidated Interest Charges
for such Test Period plus scheduled principal payments in respect of
Consolidated Funded Indebtedness during such Test Period, plus cash payments of
rent expense of the Borrower and its Subsidiaries on a consolidated basis for
such Test Period attributable to operating leases.

         "Consolidated EBITDA" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus (a) the following to the extent deducted in calculating
such Consolidated Net Income: (i) Consolidated Interest Charges for such period,
(ii) the provision for Federal, state, local and foreign taxes payable by the
Borrower and its Subsidiaries for such period, (iii) depreciation and
amortization expense for such period and (iv) other non-recurring and
extraordinary non-cash expenses of the Borrower and its Subsidiaries for such
period reducing Consolidated Net Income for such period minus (b) the following
to the extent included in calculating Consolidated Net Income for such period,
without duplication: (i) Federal, state, local and foreign tax credits of the
Borrower and its Subsidiaries for such period if the aggregate amount of such
credits for such period exceeds 5% of the provision for Federal, state, local
and foreign taxes payable by the Borrower and its Subsidiaries for such period
and (ii) all non-recurring and extraordinary non-cash items increasing
Consolidated Net Income for such period.

         "Consolidated EBITDAR" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus (a) the following to the extent deducted in calculating
such Consolidated Net Income: (i) Consolidated Interest Charges for such period,
(ii) the provision for Federal, state, local and foreign taxes payable by the
Borrower and its Subsidiaries for such period, (iii) depreciation and
amortization


                                       -6-


<PAGE>

expense for such period, (iv) rent expense for such period attributable to
operating leases, and (v) other non-recurring and extraordinary non-cash
expenses of the Borrower and its Subsidiaries for such period reducing
Consolidated Net Income for such period minus (b) the following to the extent
included in calculating Consolidated Net Income for such period, without
duplication: (i) Federal, state, local and foreign tax credits of the Borrower
and its Subsidiaries for such period if the aggregate amount of such credits for
such period exceeds 5% of the provision for Federal, state, local and foreign
taxes payable by the Borrower and its Subsidiaries for such period and (ii) all
non-recurring and extraordinary non-cash items increasing Consolidated Net
Income for such period.

         "Consolidated Funded Indebtedness" means, as of any date of
determination, for the Borrower and its Subsidiaries on a consolidated basis,
the sum (without duplication) of (a) the outstanding principal amount of all
obligations, whether current or long-term, for borrowed money (including those
that are Obligations hereunder) and all obligations evidenced by bonds,
debentures, notes, loan agreements or other similar instruments, (b) all
purchase money Indebtedness, (c) all direct obligations arising under letters of
credit (including standby and commercial), bankers' acceptances, bank
guaranties, surety bonds and similar instruments, (d) all obligations in respect
of the deferred purchase price of property or services (other than trade
accounts payable in the ordinary course of business), (e) Attributable
Indebtedness in respect of capital leases and Synthetic Lease Obligations, (f)
without duplication, all Guarantees with respect to outstanding Indebtedness of
the types specified in clauses (a) through (e) above of Persons other than the
Borrower or any Subsidiary, and (g) all Indebtedness of the types referred to in
clauses (a) through (f) above of any partnership or joint venture (other than a
joint venture that is itself a corporation or limited liability company) in
which the Borrower or a Subsidiary is a general partner or joint venturer,
unless such Indebtedness is expressly made non-recourse to the Borrower or such
Subsidiary.

         "Consolidated Interest Charges" means, for any Test Period, for the
Borrower and its Subsidiaries on a consolidated basis, the sum of (a) all
interest, premium payments, debt discount, fees, charges and related expenses of
the Borrower and its Subsidiaries in connection with borrowed money (including
capitalized interest) or in connection with the deferred purchase price of
assets, in each case to the extent treated as interest in accordance with GAAP,
and (b) the portion of rent expense of the Borrower and its Subsidiaries with
respect to such Test Period under capital leases that is treated as interest in
accordance with GAAP.

         "Consolidated Leverage Ratio" means, as of any date of determination,
the ratio of (a) Consolidated Funded Indebtedness as of such date to (b)
Consolidated EBITDA for the then applicable Test Period.

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

         "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.


                                       -7-
<PAGE>

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

         "Credit Extension" means each of the following: (a) a Borrowing and (b)
an L/C Credit Extension.

         "Debtor Relief Laws" means the Bankruptcy Code of the United States,
and all other liquidation, conservatorship, bankruptcy, assignment for the
benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

         "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

         "Default Rate" means (a) when used with respect to Obligations other
than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus
(ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2%
per annum; provided, however, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b)
when used with respect to Letter of Credit Fees, a rate equal to the Applicable
Rate plus 0.5% per annum.

         "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within one Business Day of the
date when due, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

         "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.

         "Dollar" and "$" mean lawful money of the United States.

         "Domestic Subsidiary" means any Subsidiary that is organized under the
laws of any political subdivision of the United States.

         "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender;
(c) an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line
Lender, and (ii) unless an Event of Default has occurred and is continuing, the
Borrower (each such approval not to be unreasonably withheld or




                                       -8-
<PAGE>

delayed); provided that notwithstanding the foregoing, "Eligible Assignee" shall
not include the Borrower or any of the Borrower's Affiliates or Subsidiaries.

         "Environmental Laws" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.

         "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower, any other Loan Party or any of their
respective Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

         "Equity Interests" means, with respect to any Person, all of the shares
of capital stock of (or other ownership or profit interests in) such Person, all
of the warrants, options or other rights for the purchase or acquisition from
such Person of shares of capital stock of (or other ownership or profit
interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit
interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting,
and whether or not such shares, warrants, options, rights or other interests are
outstanding on any date of determination.

         "ERISA" means the Employee Retirement Income Security Act of 1974.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any


                                       -9-

<PAGE>

liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate.

         "Eurodollar Loan" or "Eurodollar Rate Loan" means a Committed Loan that
bears interest at a rate based on the Eurodollar Rate.

         "Eurodollar Rate" means, for any Interest Period with respect to a
Eurodollar Rate Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as designated by
the Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for
Dollar deposits (for delivery on the first day of such Interest Period) with a
term equivalent to such Interest Period. If such rate is not available at such
time for any reason, then the "Eurodollar Rate" for such Interest Period shall
be the rate per annum determined by the Administrative Agent to be the rate at
which deposits in Dollars for delivery on the first day of such Interest Period
in same day funds in the approximate amount of the Eurodollar Rate Loan being
made, continued or converted by Bank of America and with a term equivalent to
such Interest Period would be offered by Bank of America's London Branch to
major banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period.

         "Event of Default" has the meaning specified in Section 8.01.

         "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by any jurisdiction (or any
political subdivision thereof) with which such recipient has a connection (other
than as a result of making or participating in Credit Extensions hereunder), (b)
any branch profits taxes imposed by the United States or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 10.13), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
hereto (or designates a new Lending Office) or is attributable to such Foreign
Lender's failure or inability (other than as a result of a Change in Law) to
comply with Section 3.01(e), except to the extent that such Foreign Lender (or
its assignor, if any) was entitled, at the time of designation of a new Lending
Office (or assignment), to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to Section 3.01(a).

         "Existing Credit Agreement" means that certain Credit Agreement dated
as of March 30, 2000 between the Borrower and Sovereign Bank (as successor to
Fleet National Bank).

         "Federal Funds Rate" means, for any day, the rate per annum equal to
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York 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


                                      -10-

<PAGE>

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 (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by the
Administrative Agent.

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

         "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

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

         "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

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

         "Guarantee" means, as to any Person, any (a) any obligation, contingent
or otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent



                                      -11-
<PAGE>

or otherwise, of any holder of such Indebtedness to obtain any such Lien). The
amount of any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the related primary obligation, or portion thereof, in
respect of which such Guarantee is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith. The term "Guarantee" as a verb has a
corresponding meaning.

         "Guarantors" means, collectively, Bright Horizons, Inc., a Delaware
corporation, Bright Horizons Children's Centers, Inc., a Delaware corporation,
CorporateFamily Solutions, Inc., a Tennessee corporation, and each Material
Domestic Subsidiary that becomes a Guarantor after the date hereof pursuant to
Section 6.12.

         "Guaranty" means the Guaranty made by the Guarantors in favor of the
Administrative Agent and the Lenders, substantially in the form of Exhibit G.

         "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

         "Immaterial Subsidiary" means any Domestic Subsidiary that is not a
Material Domestic Subsidiary.

         "Increase Effective Date" has the meaning specified in Section 2.16(d).

         "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

                  (a) all obligations of such Person for borrowed money and all
         obligations of such Person evidenced by bonds, debentures, notes, loan
         agreements or other similar instruments;

                  (b) all direct or contingent obligations of such Person
         arising under letters of credit (including standby and commercial),
         bankers' acceptances, bank guaranties, surety bonds and similar
         instruments;

                  (c) net obligations of such Person under any Swap Contract;

                  (d) all obligations of such Person to pay the deferred
         purchase price of property or services (other than trade accounts
         payable in the ordinary course of business and, in each case, not past
         due for more than 60 days);

                  (e) indebtedness (excluding prepaid interest thereon) secured
         by a Lien on property owned or being purchased by such Person
         (including indebtedness arising under conditional sales or other title
         retention agreements), whether or not such indebtedness shall have been
         assumed by such Person or is limited in recourse (provided that if the


                                      -12-

<PAGE>

         recourse of the holder of such indebtedness is limited to such
         property, then the amount of such indebtedness shall be so limited);

                  (f) Attributable Indebtedness in respect of capital leases and
         Synthetic Lease Obligations of such Person;

                  (g) all obligations of such Person to purchase, redeem,
         retire, defease or otherwise make any payment in respect of any Equity
         Interest in such Person or any other Person at the option of the holder
         or at a fixed or determinable date, valued, in the case of a redeemable
         preferred interest, at the greater of its voluntary or involuntary
         liquidation preference plus accrued and unpaid dividends; and

                  (h) all Guarantees of such Person in respect of any of the
         foregoing.

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any net obligation under any
Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date. The amount of any capital lease or Synthetic Lease
Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

         "Indemnitees" has the meaning specified in Section 10.04(b).

         "Information" has the meaning specified in Section 10.07.

         "Intangible Assets" means assets that are considered to be intangible
assets under GAAP, including customer lists, goodwill, computer software,
copyrights, trade names, trademarks, patents, franchises, licenses, unamortized
deferred charges, unamortized debt discount and capitalized research and
development costs.

         "Interest Payment Date" means, (a) as to any Loan other than a Base
Rate Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, that if any Interest Period for a Eurodollar Rate Loan
exceeds three months, the respective dates that fall every three months after
the beginning of such Interest Period shall also be Interest Payment Dates; and
(b) as to any Base Rate Loan (including a Swing Line Loan), the last Business
Day of each month, and the Maturity Date.

         "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed (or converted to
or continued as a Eurodollar Rate Loan) and ending on the date 7 days or one,
two, three or six months thereafter (or such other period as has been consented
to by all Lenders in accordance with Section 2.02), as selected by the Borrower
in its Committed Loan Notice; provided that:

                           (i) any Interest Period that would otherwise end on a
                  day that is not a Business Day shall be extended to the next
                  succeeding Business Day unless, in


                                      -13-
<PAGE>

                  the case of a Eurodollar Rate Loan, such Business Day falls in
                  another calendar month, in which case such Interest Period
                  shall end on the next preceding Business Day;

                           (ii) any Interest Period pertaining to a Eurodollar
                  Rate Loan that begins on the last Business Day of a calendar
                  month (or on a day for which there is no numerically
                  corresponding day in the calendar month at the end of such
                  Interest Period) shall end on the last Business Day of the
                  calendar month at the end of such Interest Period; and

                           (iii) no Interest Period shall extend beyond the
                  Maturity Date.

         "Internal Control Event" means a material weakness in, or fraud that
involves management or other employees who have a significant role in, the
Borrower's internal controls over financial reporting, in each case as described
in the Securities Laws.

         "Investment" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of capital stock or other securities of another Person, (b)
a loan, advance or capital contribution to, Guarantee or assumption of debt of,
or purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture interest
in such other Person and any arrangement pursuant to which the investor
Guarantees Indebtedness of such other Person, or (c) the purchase or other
acquisition (in one transaction or a series of transactions) of assets of
another Person that constitute a business unit. For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment.

         "IP Rights" has the meaning specified in Section 5.17.

         "IRS" means the United States Internal Revenue Service.

         "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

         "Issuer Documents" means with respect to any Letter of Credit, the
Letter of Credit Application, and any other document, agreement and instrument
entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor
the L/C Issuer and relating to any such Letter of Credit.

         "Laws" means, collectively, all international, foreign, Federal, state
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.



                                      -14-
<PAGE>

         "L/C Advance" means, with respect to each Lender, such Lender's funding
of its participation in any L/C Borrowing in accordance with its Applicable
Percentage.

         "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit that has not been reimbursed on the date when made or
refinanced as a Committed Borrowing.

         "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

         "L/C Issuer" means Bank of America in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

         "L/C Obligations" means, as at any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.06. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be "outstanding" in the amount so
remaining available to be drawn.

         "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the Swing Line Lender.

         "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Administrative Agent.

         "Letter of Credit" means any standby letter of credit issued hereunder.
A Letter of Credit issued hereunder shall be a standby letter of credit.

         "Letter of Credit Application" means an application and agreement for
the issuance or amendment of a Letter of Credit in the form from time to time in
use by the L/C Issuer.

         "Letter of Credit Expiration Date" means the day that is seven days
prior to the Maturity Date then in effect (or, if such day is not a Business
Day, the next preceding Business Day).

         "Letter of Credit Fee" has the meaning specified in Section 2.04(i).

         "Letter of Credit Sublimit" means an amount equal to $2,000,000. The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of
a security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, any easement, right of way or


                                      -15-
<PAGE>

other encumbrance on title to real property, and any financing lease having
substantially the same economic effect as any of the foregoing).

         "Loan" or "Loans" means an extension of credit by a Lender to the
Borrower under Article II in the form of a Committed Loan or a Swing Line Loan.

         "Loan Documents" means this Agreement, each Note, each Issuer Document
and the Guaranty.

         "Loan Parties" means, collectively, the Borrower and each Guarantor.

         "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the results of operations, business, properties,
liabilities (actual or contingent) or condition (financial or otherwise) of the
Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the
ability of the Loan Parties to perform their respective obligations under the
Loan Documents; or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability against any Loan Party of any Loan Document to
which it is a party.

         "Material Domestic Subsidiary" means, at any time, any Domestic
Subsidiary having, together with its Subsidiaries, consolidated assets in excess
of 25% of the total assets of the Borrower and its consolidated Subsidiaries,
determined on a consolidated basis as of such time.

         "Maturity Date" means the date which is the fifth anniversary of the
Closing Date.

         "Moody's" means Moody's Investors Service, Inc., or any successor
thereto.

         "Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
five plan years, has made or been obligated to make contributions.

         "Non-Extension Notice Date" has the meaning set forth in Section
2.04(b)(iii).

         "Note" means a promissory note made by the Borrower in favor of a
Lender evidencing Loans made by such Lender, substantially in the form of
Exhibit D.

         "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document or Swap Contracts to which a Lender or any Affiliate of a Lender is a
party or otherwise with respect to any Loan or Letter of Credit, whether direct
or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against any Loan Party or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.

         "Off-Balance Sheet Liabilities" means, with respect to any Person as of
any date of determination thereof, without duplication and to the extent not
included as a liability on the consolidated balance sheet of such Person and its
Subsidiaries in accordance with GAAP: (a)


                                      -16-
<PAGE>

with respect to any asset securitization transaction (including any accounts
receivable purchase facility) (i) the unrecovered investment of purchasers or
transferees of assets so transferred, and (ii) any other payment, recourse,
repurchase, hold harmless, indemnity or similar obligation of such Person or any
of its Subsidiaries in respect of assets transferred or payments made in respect
thereof, other than limited recourse provisions that are customary for
transactions of such type and that neither (x) have the effect of limiting the
loss or credit risk of such purchasers or transferees with respect to payment or
performance by the obligors of the assets so transferred nor (y) impair the
characterization of the transaction as a true sale under applicable Laws
(including Debtor Relief Laws); (b) the monetary obligations under any financing
lease or so-called "synthetic," tax retention or off-balance sheet lease
transaction that, upon the application of any Debtor Relief Law to such Person
or any of its Subsidiaries, would be characterized as indebtedness; (c) the
monetary obligations under any sale and leaseback transaction that does not
create a liability on the consolidated balance sheet of such Person and its
Subsidiaries; or (d) any other monetary obligation arising with respect to any
other transaction that (i) is characterized as indebtedness for tax purposes but
not for accounting purposes in accordance with GAAP or (ii) is the functional
equivalent of or takes the place of borrowing but that does not constitute a
liability on the consolidated balance sheet of such Person and its Subsidiaries
(for purposes of this clause (d), any transaction structured to provide tax
deductibility as interest expense of any dividend, coupon or other periodic
payment will be deemed to be the functional equivalent of a borrowing).

         "Organization Documents" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

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

         "Outstanding Amount" means (i) with respect to Committed Loans and
Swing Line Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of Committed
Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii)
with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements by the
Borrower of Unreimbursed Amounts.

         "Participant" has the meaning specified in Section 10.06(d).


                                      -17-
<PAGE>

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Pension Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

         "Permitted Acquisition" means acquisitions by the Borrower of business,
properties and assets of, or Equity Interests in, other Persons (any of the
foregoing, a "Target") so long as the Target is in substantially the same, or a
related, line of business as the Borrower and its Subsidiaries and the Borrower
has certified in accordance with Section 4.02(d) that no Default or Event of
Default exists both before and after giving effect to such proposed transaction.

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

         "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

         "Platform" has the meaning specified in Section 6.02.

         "Register" has the meaning specified in Section 10.06(c).

         "Registered Public Accounting Firm" has the meaning specified in the
Securities Laws and shall be independent of the Borrower as prescribed by the
Securities Laws.

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

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30 day notice period has been waived.

         "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice.

         "Required Lenders" means, as of any date of determination, Lenders
having at least (so long as there are three or fewer Lenders) 66-2/3% and (so
long as there are more than three Lenders) 51% of the Aggregate Commitments or,
if the commitment of each Lender to make Loans and the obligation of the L/C
Issuer to make L/C Credit Extensions have been terminated pursuant to Section
8.02, Lenders holding in the aggregate at least (so long as there are three or
fewer Lenders) 66-2/3% and (so long as there are more than three Lenders) 51% of
the Total Outstandings (with the aggregate amount of each Lender's risk
participation and funded


                                      -18-

<PAGE>

participation in L/C Obligations and Swing Line Loans being deemed "held" by
such Lender for purposes of this definition); provided that the Commitment of,
and the portion of the Total Outstandings held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Required
Lenders.

         "Responsible Officer" means the chief executive officer, president,
chief financial officer, treasurer or assistant treasurer of a Loan Party. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any capital stock or
other Equity Interest of the Borrower or any Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other Equity Interest,
or on account of any return of capital to the Borrower's stockholders, partners
or members (or the equivalent Person thereof).

         "Sarbanes-Oxley" means the Sarbanes-Oxley Act of 2002.

         "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

         "Securities Laws" means the Securities Act of 1933, the Securities
Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing
principles, rules, standards and practices promulgated, approved or incorporated
by the SEC or the Public Company Accounting Oversight Board, as each of the
foregoing may be amended and in effect on any applicable date hereunder.

         "Shareholders' Equity" means, as of any date of determination,
consolidated shareholders' equity of the Borrower and its Subsidiaries as of
that date determined in accordance with GAAP.

         "S&P" means Standard & Poor's Ratings Service, or any successor
thereto.

         "Subsidiary" of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for
the election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Borrower.

         "Swap Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options,


                                      -19-

<PAGE>

forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of
the foregoing), whether or not any such transaction is governed by or subject to
any master agreement, and (b) any and all transactions of any kind, and the
related confirmations, that are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a "Master Agreement"), including any such
obligations or liabilities under any Master Agreement.

         "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

         "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.05.

         "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant
to Section 2.05.

         "Swing Line Lender" means Bank of America in its capacity as provider
of Swing Line Loans, or any successor swing line lender hereunder.

         "Swing Line Loan" has the meaning specified in Section 2.05(a).

         "Swing Line Loan Notice" means a notice of a Swing Line Borrowing
pursuant to Section 2.05(b), which, if in writing, shall be substantially in the
form of Exhibit C.

         "Swing Line Sublimit" means an amount equal to the lesser of (a)
$5,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

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


                                      -20-
<PAGE>

         "Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto that arise as a result of or otherwise are payable in
connection with the transactions that are the subject of the Loan Documents.

         "Test Period" means a period of four (4) consecutive fiscal quarters
ending on the last day of a fiscal quarter of the Borrower.

         "Threshold Amount" means $2,500,000.

         "Total Outstandings" means the aggregate Outstanding Amount of all
Loans and all L/C Obligations.

         "Type" means, with respect to a Committed Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan or, with respect to a Swing Line Loan, its
character as a Base Rate Loan or a BBA LIBOR Daily Floating Rate Loan.

         "Unfunded Pension Liability" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan's assets, determined in accordance with the assumptions
used for funding the Pension Plan pursuant to Section 412 of the Code for the
applicable plan year.

         "United States" and "U.S." mean the United States of America.

         "Unreimbursed Amount" has the meaning specified in Section 2.04(c)(i).

         SECTION 1.02 OTHER INTERPRETIVE PROVISIONS. With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in
such other Loan Document:

                  (a) The definitions of terms herein shall apply equally to the
         singular and plural forms of the terms defined. Whenever the context
         may require, any pronoun shall include the corresponding masculine,
         feminine and neuter forms. The words "include," "includes" and
         "including" shall be deemed to be followed by the phrase "without
         limitation." The word "will" shall be construed to have the same
         meaning and effect as the word "shall." Unless the context requires
         otherwise, (i) any definition of or reference to any agreement,
         instrument or other document (including any Organization Document)
         shall be construed as referring to such agreement, instrument or other
         document as from time to time amended, supplemented or otherwise
         modified (subject to any restrictions on such amendments, supplements
         or modifications set forth herein or in any other Loan Document), (ii)
         any reference herein to any Person shall be construed to include such
         Person's successors and assigns, (iii) the words "herein," "hereof" and
         "hereunder," and words of similar import when used in any Loan
         Document, shall be construed to refer to such Loan Document in its
         entirety and not to any particular provision thereof, (iv) all
         references in a Loan Document to Articles, Sections, Exhibits and
         Schedules shall be construed to refer to Articles and Sections of, and
         Exhibits and Schedules to, the Loan Document in which such references
         appear, (v) any reference to any law shall include all statutory and
         regulatory provisions consolidating, amending, replacing or
         interpreting


                                      -21-
<PAGE>

         such law and any reference to any law or regulation shall, unless
         otherwise specified, refer to such law or regulation as amended,
         modified or supplemented from time to time, and (vi) the words "asset"
         and "property" shall be construed to have the same meaning and effect
         and to refer to any and all tangible and intangible assets and
         properties, including cash, securities, accounts and contract rights.

                  (b) In the computation of periods of time from a specified
         date to a later specified date, the word "from" means "from and
         including"; the words "to" and "until" each mean "to but excluding;"
         and the word "through" means "to and including."

                  (c) Section headings herein and in the other Loan Documents
         are included for convenience of reference only and shall not affect the
         interpretation of this Agreement or any other Loan Document.

         SECTION 1.03 ACCOUNTING TERMS.

                  (a) Generally. All accounting terms not specifically or
         completely defined herein shall be construed in conformity with, and
         all financial data (including financial ratios and other financial
         calculations) required to be submitted pursuant to this Agreement shall
         be prepared in conformity with, GAAP applied on a consistent basis, as
         in effect from time to time, applied in a manner consistent with that
         used in preparing the Audited Financial Statements, except as otherwise
         specifically prescribed herein.

                  (b) Changes in GAAP. If at any time any change in GAAP would
         affect the computation of any financial ratio or requirement set forth
         in any Loan Document, and either the Borrower or the Required Lenders
         shall so request, the Administrative Agent, the Lenders and the
         Borrower shall negotiate in good faith to amend such ratio or
         requirement to preserve the original intent thereof in light of such
         change in GAAP (subject to the approval of the Required Lenders);
         provided that, until so amended, (i) such ratio or requirement shall
         continue to be computed in accordance with GAAP prior to such change
         therein and (ii) the Borrower shall provide to the Administrative Agent
         and the Lenders financial statements and other documents required under
         this Agreement or as reasonably requested hereunder setting forth a
         reconciliation between calculations of such ratio or requirement made
         before and after giving effect to such change in GAAP.

                  (c) Consolidation of Variable Interest Entities. All
         references herein to consolidated financial statements of the Borrower
         and its Subsidiaries or to the determination of any amount for the
         Borrower and its Subsidiaries on a consolidated basis or any similar
         reference shall, in each case, be deemed to include each variable
         interest entity that the Borrower is required to consolidate pursuant
         to FASB Interpretation No. 46 - Consolidation of Variable Interest
         Entities: an interpretation of ARB No. 51 (January 2003) as if such
         variable interest entity were a Subsidiary as defined herein.

         SECTION 1.04 ROUNDING. Any financial ratios required to be maintained
by the Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by


                                      -22-
<PAGE>

which such ratio is expressed herein and rounding the result up or down to the
nearest number (with a rounding-up if there is no nearest number).

         SECTION 1.05 TIMES OF DAY. Unless otherwise specified, all references
herein to times of day shall be references to Eastern time (daylight or
standard, as applicable).

         SECTION 1.06 LETTER OF CREDIT AMOUNTS. Unless otherwise specified
herein, the amount of a Letter of Credit at any time shall be deemed to be the
stated amount of such Letter of Credit in effect at such time; provided,
however, that with respect to any Letter of Credit that, by its terms or the
terms of any Issuer Document related thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit
shall be deemed to be the maximum stated amount of such Letter of Credit after
giving effect to all such increases, whether or not such maximum stated amount
is in effect at such time.

                                  ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

         SECTION 2.01 COMMITTED LOANS. Subject to the terms and conditions set
forth herein, each Lender severally agrees to make loans (each such loan, a
"Committed Loan") to the Borrower from time to time, on any Business Day during
the Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender's Commitment (as such Commitment may from
time to time increase in accordance with the provisions of Section 2.16 below);
provided, however, that after giving effect to any Committed Borrowing, (i) the
Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the
aggregate Outstanding Amount of the Committed Loans of any Lender, plus such
Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing
Line Loans shall not exceed such Lender's Commitment. Within the limits of each
Lender's Commitment, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.01, prepay under Section 2.06, and
reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or
Eurodollar Rate Loans, as further provided herein.

         SECTION 2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED
LOANS.

                  (a) Each Committed Borrowing, each conversion of Committed
         Loans from one Type to the other, and each continuation of Eurodollar
         Rate Loans shall be made upon the Borrower's irrevocable notice to the
         Administrative Agent, which may be given by telephone. Each such notice
         must be received by the Administrative Agent not later than 11:00 a.m.
         (i) three Business Days prior to the requested date of any Borrowing
         of, conversion to or continuation of Eurodollar Rate Loans or of any
         conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the
         requested date of any Borrowing of Base Rate Loans; provided, however,
         that if the Borrower wishes to request Eurodollar Rate Loans having an
         Interest Period other than 7 days or one, two, three or six months in
         duration as provided in the definition of "Interest Period", the
         applicable notice must be received by the Administrative Agent not
         later than 11:00 a.m. four Business Days prior to the requested date of
         such Borrowing, conversion or continuation, whereupon the
         Administrative Agent shall give prompt notice to the Lenders of such



                                      -23-
<PAGE>

         request and determine whether the requested Interest Period is
         acceptable to all of them. Not later than 11:00 a.m., three Business
         Days before the requested date of such Borrowing, conversion or
         continuation, the Administrative Agent shall notify the Borrower (which
         notice may be by telephone) whether or not the requested Interest
         Period has been consented to by all the Lenders. Each telephonic notice
         by the Borrower pursuant to this Section 2.02(a) must be confirmed
         promptly by delivery to the Administrative Agent of a written Committed
         Loan Notice, appropriately completed and signed by a Responsible
         Officer of the Borrower. Each Borrowing of, conversion to or
         continuation of Eurodollar Rate Loans shall be in a principal amount of
         $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Except
         as provided in Sections 2.04(c) and 2.05(c), each Borrowing of or
         conversion to Base Rate Loans shall be in a principal amount of
         $500,000 or a whole multiple of $100,000 in excess thereof. Each
         Committed Loan Notice (whether telephonic or written) shall specify (i)
         whether the Borrower is requesting a Committed Borrowing, a conversion
         of Committed Loans from one Type to the other, or a continuation of
         Eurodollar Rate Loans, (ii) the requested date of the Borrowing,
         conversion or continuation, as the case may be (which shall be a
         Business Day), (iii) the principal amount of Committed Loans to be
         borrowed, converted or continued, (iv) the Type of Committed Loans to
         be borrowed or to which existing Committed Loans are to be converted,
         and (v) if applicable, the duration of the Interest Period with respect
         thereto. If the Borrower fails to specify a Type of Committed Loan in a
         Committed Loan Notice or if the Borrower fails to give a timely notice
         requesting a conversion or continuation, then the applicable Committed
         Loans shall be made as, or converted to, Base Rate Loans. Any such
         automatic conversion to Base Rate Loans shall be effective as of the
         last day of the Interest Period then in effect with respect to the
         applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing
         of, conversion to, or continuation of Eurodollar Rate Loans in any such
         Committed Loan Notice, but fails to specify an Interest Period, it will
         be deemed to have specified an Interest Period of one month.

                  (b) Following receipt of a Committed Loan Notice, the
         Administrative Agent shall promptly notify each Lender of the amount of
         its Applicable Percentage of the applicable Committed Loans, and if no
         timely notice of a conversion or continuation is provided by the
         Borrower, the Administrative Agent shall notify each Lender of the
         details of any automatic conversion to Base Rate Loans described in the
         preceding subsection. In the case of a Committed Borrowing, each Lender
         shall make the amount of its Committed Loan available to the
         Administrative Agent in immediately available funds at the
         Administrative Agent's Office not later than 1:00 p.m. on the Business
         Day specified in the applicable Committed Loan Notice. Upon
         satisfaction of the applicable conditions set forth in Section 4.02
         (and, if such Borrowing is the initial Credit Extension, Section 4.01),
         the Administrative Agent shall make all funds so received available to
         the Borrower in like funds as received by the Administrative Agent
         either by (i) crediting the account of the Borrower on the books of
         Bank of America with the amount of such funds or (ii) wire transfer of
         such funds, in each case in accordance with instructions provided to
         (and reasonably acceptable to) the Administrative Agent by the
         Borrower; provided, however, that if, on the date the Committed Loan
         Notice with respect to such Borrowing is given by the Borrower, there
         are L/C Borrowings outstanding, then the proceeds of such Borrowing,
         first, shall be applied to the payment


                                      -24-
<PAGE>

         in full of any such L/C Borrowings, and second, shall be made available
         to the Borrower as provided above.

                  (c) Except as otherwise provided herein, a Eurodollar Rate
         Loan may be continued or converted only on the last day of an Interest
         Period for such Eurodollar Rate Loan. During the existence of a
         Default, no Loans may be requested as, converted to or continued as
         Eurodollar Rate Loans without the consent of the Required Lenders.

                  (d) The Administrative Agent shall promptly notify the
         Borrower and the Lenders of the interest rate applicable to any
         Interest Period for Eurodollar Rate Loans upon determination of such
         interest rate. At any time that Base Rate Loans are outstanding, the
         Administrative Agent shall notify the Borrower and the Lenders of any
         change in Bank of America's prime rate used in determining the Base
         Rate promptly following the public announcement of such change.

                  (e) After giving effect to all Committed Borrowings, all
         conversions of Committed Loans from one Type to the other, and all
         continuations of Committed Loans as the same Type, there shall not be
         more than ten Interest Periods in effect with respect to Committed
         Loans.

         SECTION 2.03 RESERVED.

         SECTION 2.04 LETTERS OF CREDIT.

                  (a) The Letter of Credit Commitment.

                           (i) Subject to the terms and conditions set forth
                  herein, (A) the L/C Issuer agrees, in reliance upon the
                  agreements of the Lenders set forth in this Section 2.04, (1)
                  from time to time on any Business Day during the period from
                  the Closing Date until the Letter of Credit Expiration Date,
                  to issue Letters of Credit for the account of the Borrower,
                  and to amend or extend Letters of Credit previously issued by
                  it, in accordance with subsection (b) below, and (2) to honor
                  drawings under the Letters of Credit; and (B) the Lenders
                  severally agree to participate in Letters of Credit issued for
                  the account of the Borrower and any drawings thereunder;
                  provided that after giving effect to any L/C Credit Extension
                  with respect to any Letter of Credit, (x) the Total
                  Outstandings shall not exceed the Aggregate Commitments, (y)
                  the aggregate Outstanding Amount of the Committed Loans of any
                  Lender, plus such Lender's Applicable Percentage of the
                  Outstanding Amount of all L/C Obligations, plus such Lender's
                  Applicable Percentage of the Outstanding Amount of all Swing
                  Line Loans shall not exceed such Lender's Commitment, and (z)
                  the Outstanding Amount of the L/C Obligations shall not exceed
                  the Letter of Credit Sublimit. Each request by the Borrower
                  for the issuance or amendment of a Letter of Credit shall be
                  deemed to be a representation by the Borrower that the L/C
                  Credit Extension so requested complies with the conditions set
                  forth in the proviso to the preceding sentence. Within the
                  foregoing limits, and subject to the terms and conditions
                  hereof, the Borrower's ability to obtain Letters of Credit
                  shall be fully revolving, and



                                      -25-
<PAGE>

                  accordingly the Borrower may, during the foregoing period,
                  obtain Letters of Credit to replace Letters of Credit that
                  have expired or that have been drawn upon and reimbursed.

                           (ii) The L/C Issuer shall not issue any Letter of
                  Credit if:

                                    (A) Subject to Section 2.04(b)(iii), the
                           expiry date of such requested Letter of Credit would
                           occur more than twelve months after the date of
                           issuance or last extension, unless the Required
                           Lenders have approved such expiry date; or

                                    (B) the expiry date of such requested Letter
                           of Credit would occur after the Letter of Credit
                           Expiration Date, unless all the Lenders have approved
                           such expiry date.

                           (iii) The L/C Issuer shall not be under any
                  obligation to issue any Letter of Credit if:

                                    (A) any order, judgment or decree of any
                           Governmental Authority or arbitrator shall by its
                           terms purport to enjoin or restrain the L/C Issuer
                           from issuing such Letter of Credit, or any Law
                           applicable to the L/C Issuer or any request or
                           directive (whether or not having the force of law)
                           from any Governmental Authority with jurisdiction
                           over the L/C Issuer shall prohibit, or request that
                           the L/C Issuer refrain from, the issuance of letters
                           of credit generally or such Letter of Credit in
                           particular or shall impose upon the L/C Issuer with
                           respect to such Letter of Credit any restriction,
                           reserve or capital requirement (for which the L/C
                           Issuer is not otherwise compensated hereunder) not in
                           effect on the Closing Date, or shall impose upon the
                           L/C Issuer any unreimbursed loss, cost or expense
                           that was not applicable on the Closing Date and that
                           the L/C Issuer in good faith deems material to it;

                                    (B) except as otherwise agreed by the
                           Administrative Agent and the L/C Issuer, such Letter
                           of Credit is in an initial stated amount less than
                           $100,000;

                                    (C) such Letter of Credit is to be
                           denominated in a currency other than Dollars;

                                    (D) such Letter of Credit contains any
                           provisions for automatic reinstatement of the stated
                           amount after any drawing thereunder; or

                                    (E) a default of any Lender's obligations to
                           fund under Section 2.04(c) exists or any Lender is at
                           such time a Defaulting Lender hereunder, unless the
                           L/C Issuer has entered into satisfactory arrangements
                           with the Borrower or such Lender to eliminate the L/C
                           Issuer's risk with respect to such Lender.


                                      -26-
<PAGE>

                           (iv) The L/C Issuer shall not amend any Letter of
                  Credit if the L/C Issuer would not be permitted at such time
                  to issue such Letter of Credit in its amended form under the
                  terms hereof.

                           (v) The L/C Issuer shall be under no obligation to
                  amend any Letter of Credit if (A) the L/C Issuer would have no
                  obligation at such time to issue such Letter of Credit in its
                  amended form under the terms hereof, or (B) the beneficiary of
                  such Letter of Credit does not accept the proposed amendment
                  to such Letter of Credit.

                           (vi) The L/C Issuer shall act on behalf of the
                  Lenders with respect to any Letters of Credit issued by it and
                  the documents associated therewith, and the L/C Issuer shall
                  have all of the benefits and immunities (A) provided to the
                  Administrative Agent in Article IX with respect to any acts
                  taken or omissions suffered by the L/C Issuer in connection
                  with Letters of Credit issued by it or proposed to be issued
                  by it and Issuer Documents pertaining to such Letters of
                  Credit as fully as if the term "Administrative Agent" as used
                  in Article IX included the L/C Issuer with respect to such
                  acts or omissions, and (B) as additionally provided herein
                  with respect to the L/C Issuer.

                  (b) Procedures for Issuance and Amendment of Letters of
         Credit; Auto-Extension Letters of Credit.

                           (i) Each Letter of Credit shall be issued or amended,
                  as the case may be, upon the request of the Borrower delivered
                  to the L/C Issuer (with a copy to the Administrative Agent) in
                  the form of a Letter of Credit Application, appropriately
                  completed and signed by a Responsible Officer of the Borrower.
                  Such Letter of Credit Application must be received by the L/C
                  Issuer and the Administrative Agent not later than 11:00 a.m.
                  at least two Business Days (or such later date and time as the
                  Administrative Agent and the L/C Issuer may agree in a
                  particular instance in their sole discretion) prior to the
                  proposed issuance date or date of amendment, as the case may
                  be. In the case of a request for an initial issuance of a
                  Letter of Credit, such Letter of Credit Application shall
                  specify in form and detail reasonably satisfactory to the L/C
                  Issuer: (A) the proposed issuance date of the requested Letter
                  of Credit (which shall be a Business Day); (B) the amount
                  thereof; (C) the expiry date thereof; (D) the name and address
                  of the beneficiary thereof; (E) the documents to be presented
                  by such beneficiary in case of any drawing thereunder; (F) the
                  full text of any certificate to be presented by such
                  beneficiary in case of any drawing thereunder; and (G) such
                  other matters as the L/C Issuer may reasonably require. In the
                  case of a request for an amendment of any outstanding Letter
                  of Credit, such Letter of Credit Application shall specify in
                  form and detail reasonably satisfactory to the L/C Issuer (A)
                  the Letter of Credit to be amended; (B) the proposed date of
                  amendment thereof (which shall be a Business Day); (C) the
                  nature of the proposed amendment; and (D) such other matters
                  as the L/C Issuer may reasonably require. Additionally, the
                  Borrower shall furnish to the L/C Issuer and the
                  Administrative Agent such other documents and information
                  pertaining to such requested Letter of Credit



                                      -27-
<PAGE>

                  issuance or amendment, including any Issuer Documents, as the
                  L/C Issuer or the Administrative Agent may reasonably require.

                           (ii) Promptly after receipt of any Letter of Credit
                  Application, the L/C Issuer will confirm with the
                  Administrative Agent (by telephone or in writing) that the
                  Administrative Agent has received a copy of such Letter of
                  Credit Application from the Borrower and, if not, the L/C
                  Issuer will provide the Administrative Agent with a copy
                  thereof. Unless the L/C Issuer has received written notice
                  from any Lender, the Administrative Agent or any Loan Party,
                  at least one Business Day prior to the requested date of
                  issuance or amendment of the applicable Letter of Credit, that
                  one or more applicable conditions contained in Article IV
                  shall not then be satisfied, then, subject to the terms and
                  conditions hereof, the L/C Issuer shall, on the requested
                  date, issue a Letter of Credit for the account of the Borrower
                  (or the applicable Subsidiary) or enter into the applicable
                  amendment, as the case may be, in each case in accordance with
                  the L/C Issuer's usual and customary business practices.
                  Immediately upon the issuance of each Letter of Credit, each
                  Lender shall be deemed to, and hereby irrevocably and
                  unconditionally agrees to, purchase from the L/C Issuer a risk
                  participation in such Letter of Credit in an amount equal to
                  the product of such Lender's Applicable Percentage times the
                  amount of such Letter of Credit.

                           (iii) If the Borrower so requests in any applicable
                  Letter of Credit Application, the L/C Issuer may, in its sole
                  and absolute discretion, agree to issue a Letter of Credit
                  that has automatic extension provisions (each, an
                  "Auto-Extension Letter of Credit"); provided that any such
                  Auto-Extension Letter of Credit must permit the L/C Issuer to
                  prevent any such extension at least once in each twelve-month
                  period (commencing with the date of issuance of such Letter of
                  Credit) by giving prior notice to the beneficiary thereof not
                  later than a day (the "Non-Extension Notice Date") in each
                  such twelve-month period to be agreed upon at the time such
                  Letter of Credit is issued. Unless otherwise directed by the
                  L/C Issuer, the Borrower shall not be required to make a
                  specific request to the L/C Issuer for any such extension.
                  Once an Auto-Extension Letter of Credit has been issued, the
                  Lenders shall be deemed to have authorized (but may not
                  require) the L/C Issuer to permit the extension of such Letter
                  of Credit at any time to an expiry date not later than the
                  Letter of Credit Expiration Date; provided, however, that the
                  L/C Issuer shall not permit any such extension if (A) the L/C
                  Issuer has determined that it would not be permitted, or would
                  have no obligation, at such time to issue such Letter of
                  Credit in its revised form (as extended) under the terms
                  hereof (by reason of the provisions of clause (ii) or (iii) of
                  Section 2.04(a) or otherwise), or (B) it has received notice
                  (which may be by telephone or in writing) on or before the day
                  that is five Business Days before the Non-Extension Notice
                  Date (1) from the Administrative Agent that the Required
                  Lenders have elected not to permit such extension or (2) from
                  the Administrative Agent, any Lender or the Borrower that one
                  or more of the applicable conditions specified in Section 4.02
                  is not then satisfied, and in each such case directing the L/C
                  Issuer not to permit such extension.


                                      -28-
<PAGE>

                           (iv) Promptly after its delivery of any Letter of
                  Credit or any amendment to a Letter of Credit to an advising
                  bank with respect thereto or to the beneficiary thereof, the
                  L/C Issuer will also deliver to the Borrower and the
                  Administrative Agent a true and complete copy of such Letter
                  of Credit or amendment.

                  (c) Drawings and Reimbursements; Funding of Participations.

                           (i) Upon receipt from the beneficiary of any Letter
                  of Credit of any notice of a drawing under such Letter of
                  Credit, the L/C Issuer shall notify the Borrower and the
                  Administrative Agent thereof. Not later than 11:00 a.m. on the
                  date of any payment by the L/C Issuer under a Letter of Credit
                  (each such date, an "Honor Date"), the Borrower shall
                  reimburse the L/C Issuer through the Administrative Agent in
                  an amount equal to the amount of such drawing. If the Borrower
                  fails to so reimburse the L/C Issuer by such time, the
                  Administrative Agent shall promptly notify each Lender of the
                  Honor Date, the amount of the unreimbursed drawing (the
                  "Unreimbursed Amount"), and the amount of such Lender's
                  Applicable Percentage thereof. In such event, the Borrower
                  shall be deemed to have requested a Committed Borrowing of
                  Base Rate Loans to be disbursed on the Honor Date in an amount
                  equal to the Unreimbursed Amount, without regard to the
                  minimum and multiples specified in Section 2.02 for the
                  principal amount of Base Rate Loans, but subject to the amount
                  of the unutilized portion of the Aggregate Commitments and the
                  conditions set forth in Section 4.02 (other than the delivery
                  of a Committed Loan Notice). Any notice given by the L/C
                  Issuer or the Administrative Agent pursuant to this Section
                  2.04(c)(i) may be given by telephone if immediately confirmed
                  in writing; provided that the lack of such an immediate
                  confirmation shall not affect the conclusiveness or binding
                  effect of such notice.

                           (ii) Each Lender shall upon any notice pursuant to
                  Section 2.04(c)(i) make funds available to the Administrative
                  Agent for the account of the L/C Issuer at the Administrative
                  Agent's Office in an amount equal to its Applicable Percentage
                  of the Unreimbursed Amount not later than 1:00 p.m. on the
                  Business Day specified in such notice by the Administrative
                  Agent, whereupon, subject to the provisions of Section
                  2.04(c)(iii), each Lender that so makes funds available shall
                  be deemed to have made a Base Rate Loan to the Borrower in
                  such amount. The Administrative Agent shall remit the funds so
                  received to the L/C Issuer.

                           (iii) With respect to any Unreimbursed Amount that is
                  not fully refinanced by a Committed Borrowing of Base Rate
                  Loans because the conditions set forth in Section 4.02 cannot
                  be satisfied or for any other reason, the Borrower shall be
                  deemed to have incurred from the L/C Issuer an L/C Borrowing
                  in the amount of the Unreimbursed Amount that is not so
                  refinanced, which L/C Borrowing shall be due and payable on
                  demand (together with interest) and shall bear interest at the
                  Default Rate. In such event, each Lender's payment to the
                  Administrative Agent for the account of the L/C Issuer
                  pursuant to Section 2.04(c)(ii) shall be deemed payment in
                  respect of its participation in such L/C



                                      -29-
<PAGE>

                  Borrowing and shall constitute an L/C Advance from such Lender
                  in satisfaction of its participation obligation under this
                  Section 2.04.

                           (iv) Until each Lender funds its Committed Loan or
                  L/C Advance pursuant to this Section 2.04(c) to reimburse the
                  L/C Issuer for any amount drawn under any Letter of Credit,
                  interest in respect of such Lender's Applicable Percentage of
                  such amount shall be solely for the account of the L/C Issuer.

                           (v) Each Lender's obligation to make Committed Loans
                  or L/C Advances to reimburse the L/C Issuer for amounts drawn
                  under Letters of Credit, as contemplated by this Section
                  2.04(c), shall be absolute and unconditional and shall not be
                  affected by any circumstance, including (A) any setoff,
                  counterclaim, recoupment, defense or other right which such
                  Lender may have against the L/C Issuer, the Borrower or any
                  other Person for any reason whatsoever; (B) the occurrence or
                  continuance of a Default, or (C) any other occurrence, event
                  or condition, whether or not similar to any of the foregoing;
                  provided, however, that each Lender's obligation to make
                  Committed Loans pursuant to this Section 2.04(c) is subject to
                  the conditions set forth in Section 4.02 (other than delivery
                  by the Borrower of a Committed Loan Notice). No such making of
                  an L/C Advance shall relieve or otherwise impair the
                  obligation of the Borrower to reimburse the L/C Issuer for the
                  amount of any payment made by the L/C Issuer under any Letter
                  of Credit, together with interest as provided herein.

                           (vi) If any Lender fails to make available to the
                  Administrative Agent for the account of the L/C Issuer any
                  amount required to be paid by such Lender pursuant to the
                  foregoing provisions of this Section 2.04(c) by the time
                  specified in Section 2.04(c)(ii), the L/C Issuer shall be
                  entitled to recover from such Lender (acting through the
                  Administrative Agent), on demand, such amount with interest
                  thereon for the period from the date such payment is required
                  to the date on which such payment is immediately available to
                  the L/C Issuer at a rate per annum equal to the greater of the
                  Federal Funds Rate and a rate determined by the L/C Issuer in
                  accordance with banking industry rules on interbank
                  compensation. A certificate of the L/C Issuer submitted to any
                  Lender (through the Administrative Agent) with respect to any
                  amounts owing under this clause (vi) shall be conclusive
                  absent manifest error.

                  (d) Repayment of Participations.

                           (i) At any time after the L/C Issuer has made a
                  payment under any Letter of Credit and has received from any
                  Lender such Lender's L/C Advance in respect of such payment in
                  accordance with Section 2.04(c), if the Administrative Agent
                  receives for the account of the L/C Issuer any payment in
                  respect of the related Unreimbursed Amount or interest thereon
                  (whether directly from the Borrower or otherwise, including
                  proceeds of Cash Collateral applied thereto by the
                  Administrative Agent), the Administrative Agent will
                  distribute to such Lender its Applicable Percentage thereof
                  (appropriately adjusted, in the case of interest payments, to
                  reflect the period of time during which such Lender's L/C


                                      -30-

<PAGE>

                  Advance was outstanding) in the same funds as those received
                  by the Administrative Agent.

                           (ii) If any payment received by the Administrative
                  Agent for the account of the L/C Issuer pursuant to Section
                  2.04(c)(i) is required to be returned under any of the
                  circumstances described in Section 10.05 (including pursuant
                  to any settlement entered into by the L/C Issuer in its
                  discretion), each Lender shall pay to the Administrative Agent
                  for the account of the L/C Issuer its Applicable Percentage
                  thereof on demand of the Administrative Agent, plus interest
                  thereon from the date of such demand to the date such amount
                  is returned by such Lender, at a rate per annum equal to the
                  Federal Funds Rate from time to time in effect. The
                  obligations of the Lenders under this clause shall survive the
                  payment in full of the Obligations and the termination of this
                  Agreement.

                  (e) Obligations Absolute. The obligation of the Borrower to
         reimburse the L/C Issuer for each drawing under each Letter of Credit
         and to repay each L/C Borrowing shall be absolute, unconditional and
         irrevocable, and shall be paid strictly in accordance with the terms of
         this Agreement under all circumstances, including the following:

                           (i) any lack of validity or enforceability of such
                  Letter of Credit, this Agreement, or any other Loan Document;

                           (ii) the existence of any claim, counterclaim,
                  setoff, defense or other right that the Borrower or any
                  Subsidiary may have at any time against any beneficiary or any
                  transferee of such Letter of Credit (or any Person for whom
                  any such beneficiary or any such transferee may be acting),
                  the L/C Issuer or any other Person, whether in connection with
                  this Agreement, the transactions contemplated hereby or by
                  such Letter of Credit or any agreement or instrument relating
                  thereto, or any unrelated transaction;

                           (iii) any draft, demand, certificate or other
                  document presented under such Letter of Credit proving to be
                  forged, fraudulent, invalid or insufficient in any respect or
                  any statement therein being untrue or inaccurate in any
                  respect; or any loss or delay in the transmission or otherwise
                  of any document required in order to make a drawing under such
                  Letter of Credit;

                           (iv) any payment by the L/C Issuer under such Letter
                  of Credit against presentation of a draft or certificate that
                  does not strictly comply with the terms of such Letter of
                  Credit; or any payment made by the L/C Issuer under such
                  Letter of Credit to any Person purporting to be a trustee in
                  bankruptcy, debtor-in-possession, assignee for the benefit of
                  creditors, liquidator, receiver or other representative of or
                  successor to any beneficiary or any transferee of such Letter
                  of Credit, including any arising in connection with any
                  proceeding under any Debtor Relief Law; or

                           (v) any other circumstance or happening whatsoever,
                  whether or not similar to any of the foregoing, including any
                  other circumstance that might


                                      -31-
<PAGE>

                  otherwise constitute a defense available to, or a discharge
                  of, the Borrower or any Subsidiary.

                  The Borrower shall promptly examine a copy of each Letter of
         Credit and each amendment thereto that is delivered to it and, in the
         event of any claim of noncompliance with the Borrower's instructions or
         other irregularity, the Borrower will immediately notify the L/C
         Issuer. The Borrower shall be conclusively deemed to have waived any
         such claim against the L/C Issuer and its correspondents unless such
         notice is given as aforesaid.

                  (f) Role of L/C Issuer. Each Lender and the Borrower agree
         that, in paying any drawing under a Letter of Credit, the L/C Issuer
         shall not have any responsibility to obtain any document (other than
         any sight draft, certificates and documents expressly required by the
         Letter of Credit) or to ascertain or inquire as to the validity or
         accuracy of any such document or the authority of the Person executing
         or delivering any such document. None of the L/C Issuer, the
         Administrative Agent, any of their respective Related Parties or any
         correspondent, participant or assignee of the L/C Issuer shall be
         liable to any Lender for (i) any action taken or omitted in connection
         herewith at the request or with the approval of the Lenders or the
         Required Lenders, as applicable; (ii) any action taken or omitted in
         the absence of gross negligence or willful misconduct; or (iii) the due
         execution, effectiveness, validity or enforceability of any document or
         instrument related to any Letter of Credit or Issuer Document. The
         Borrower hereby assumes all risks of the acts or omissions of any
         beneficiary or transferee with respect to its use of any Letter of
         Credit; provided, however, that this assumption is not intended to, and
         shall not, preclude the Borrower's pursuing such rights and remedies as
         it may have against the beneficiary or transferee at law or under any
         other agreement. None of the L/C Issuer, the Administrative Agent, any
         of their respective Related Parties or any correspondent, participant
         or assignee of the L/C Issuer shall be liable or responsible for any of
         the matters described in clauses (i) through (v) of Section 2.04(e);
         provided, however, that anything in such clauses to the contrary
         notwithstanding, the Borrower may have a claim against the L/C Issuer,
         and the L/C Issuer may be liable to the Borrower, to the extent, but
         only to the extent, of any direct, as opposed to consequential or
         exemplary, damages suffered by the Borrower that the Borrower proves
         were caused by the L/C Issuer's willful misconduct or gross negligence
         or the L/C Issuer's willful failure to pay under any Letter of Credit
         after the presentation to it by the beneficiary of a sight draft and
         certificate(s) strictly complying with the terms and conditions of a
         Letter of Credit. In furtherance and not in limitation of the
         foregoing, the L/C Issuer may accept documents that appear on their
         face to be in order, without responsibility for further investigation,
         regardless of any notice or information to the contrary, and the L/C
         Issuer shall not be responsible for the validity or sufficiency of any
         instrument transferring or assigning or purporting to transfer or
         assign a Letter of Credit or the rights or benefits thereunder or
         proceeds thereof, in whole or in part, that may prove to be invalid or
         ineffective for any reason.

                  (g) Cash Collateral. Upon the request of the Administrative
         Agent, (i) if the L/C Issuer has honored any full or partial drawing
         request under any Letter of Credit and such drawing has resulted in an
         unpaid L/C Borrowing, or (ii) if, as of the Letter of Credit


                                      -32-
<PAGE>

         Expiration Date, any L/C Obligation for any reason remains outstanding,
         the Borrower shall, in each case, immediately Cash Collateralize the
         then Outstanding Amount of all L/C Obligations. Sections 2.06 and
         8.02(c) set forth certain additional requirements to deliver Cash
         Collateral hereunder. For purposes of this Section 2.04, Section 2.06
         and Section 8.02(c), "Cash Collateralize" means to pledge and deposit
         with or deliver to the Administrative Agent, for the benefit of the L/C
         Issuer and the Lenders, as collateral for the L/C Obligations, cash or
         deposit account balances pursuant to documentation in form and
         substance satisfactory to the Administrative Agent and the L/C Issuer
         (which documents are hereby consented to by the Lenders). Derivatives
         of such term have corresponding meanings. The Borrower hereby grants to
         the Administrative Agent, for the benefit of the L/C Issuer and the
         Lenders, a security interest in all such cash, deposit accounts and all
         balances therein and all proceeds of the foregoing. Cash Collateral
         shall be maintained in blocked deposit accounts at Bank of America.

                  (h) Applicability of ISP and UCP. Unless otherwise expressly
         agreed by the L/C Issuer and the Borrower when a Letter of Credit is
         issued, (i) the rules of the ISP shall apply to each standby Letter of
         Credit, and (ii) the rules of the Uniform Customs and Practice for
         Documentary Credits, as most recently published by the International
         Chamber of Commerce at the time of issuance shall apply to each
         commercial Letter of Credit.

                  (i) Letter of Credit Fees. The Borrower shall pay to the
         Administrative Agent for the account of each Lender in accordance with
         its Applicable Percentage a Letter of Credit fee (the "Letter of Credit
         Fee") for each standby Letter of Credit equal to the Applicable Rate
         for Eurodollar Loans times the daily amount available to be drawn under
         such Letter of Credit. For purposes of computing the daily amount
         available to be drawn under any Letter of Credit, the amount of such
         Letter of Credit shall be determined in accordance with Section 1.06.
         Letter of Credit Fees shall be (i) computed on a quarterly basis in
         arrears and (ii) due and payable on the first Business Day after the
         end of each March, June, September and December, commencing with the
         first such date to occur after the issuance of such Letter of Credit,
         on the Letter of Credit Expiration Date and thereafter on demand. If
         there is any change in the Applicable Rate during any quarter, the
         daily amount available to be drawn under each standby Letter of Credit
         shall be computed and multiplied by the Applicable Rate separately for
         each period during such quarter that such Applicable Rate was in
         effect. Notwithstanding anything to the contrary contained herein, upon
         the request of the Required Lenders, while any Event of Default exists,
         all Letter of Credit Fees shall accrue at the Default Rate.

                  (j) Fronting Fee and Documentary and Processing Charges
         Payable to L/C Issuer. The Borrower shall pay directly to the L/C
         Issuer for its own account a fronting fee with respect to each standby
         Letter of Credit, at the rate per annum agreed to by the Borrower and
         the L/C Issuer, computed on the daily amount available to be drawn
         under such Letter of Credit on a quarterly basis in arrears Such
         fronting fee shall be due and payable on the tenth Business Day after
         the end of each March, June, September and December in respect of the
         most recently-ended quarterly period (or portion thereof, in the case
         of the first payment), commencing with the first such date to occur
         after the issuance of such Letter of Credit, on the Letter of Credit
         Expiration Date and thereafter


                                      -33-
<PAGE>

         on demand. For purposes of computing the daily amount available to be
         drawn under any Letter of Credit, the amount of such Letter of Credit
         shall be determined in accordance with Section 1.06. In addition, the
         Borrower shall pay directly to the L/C Issuer for its own account the
         customary issuance, presentation, amendment and other processing fees,
         and other standard costs and charges, of the L/C Issuer relating to
         letters of credit as from time to time in effect generally for letters
         of credit issued by the L/C Issuer. Such customary fees and standard
         costs and charges are due and payable on demand and are nonrefundable.

                  (k) Conflict with Issuer Documents. In the event of any
         conflict between the terms hereof and the terms of any Issuer Document,
         the terms hereof shall control.

                  (l) Letters of Credit Issued for Subsidiaries. Notwithstanding
         that a Letter of Credit issued or outstanding hereunder is in support
         of any obligations of, or is for the account of, a Subsidiary, the
         Borrower shall be obligated to reimburse the L/C Issuer hereunder for
         any and all drawings under such Letter of Credit. The Borrower hereby
         acknowledges that the issuance of Letters of Credit for the account of
         Subsidiaries inures to the benefit of the Borrower, and that the
         Borrower's business derives substantial benefits from the businesses of
         such Subsidiaries.

         SECTION 2.05 SWING LINE LOANS.

                  (a) The Swing Line. Subject to the terms and conditions set
         forth herein, the Swing Line Lender agrees, in reliance upon the
         agreements of the other Lenders set forth in this Section 2.05, to make
         loans (each such loan, a "Swing Line Loan") to the Borrower from time
         to time on any Business Day during the Availability Period in an
         aggregate amount not to exceed at any time outstanding the amount of
         the Swing Line Sublimit, notwithstanding the fact that such Swing Line
         Loans, when aggregated with the Applicable Percentage of the
         Outstanding Amount of Committed Loans and L/C Obligations of the Lender
         acting as Swing Line Lender, may exceed the amount of such Lender's
         Commitment; provided, however, that after giving effect to any Swing
         Line Loan, (i) the Total Outstandings shall not exceed the Aggregate
         Commitments, and (ii) the aggregate Outstanding Amount of the Committed
         Loans of any Lender, plus such Lender's Applicable Percentage of the
         Outstanding Amount of all L/C Obligations, plus such Lender's
         Applicable Percentage of the Outstanding Amount of all Swing Line Loans
         shall not exceed such Lender's Commitment, and provided, further, that
         the Borrower shall not use the proceeds of any Swing Line Loan to
         refinance any outstanding Swing Line Loan. Within the foregoing limits,
         and subject to the other terms and conditions hereof, the Borrower may
         borrow under this Section 2.05, prepay under Section 2.06, and reborrow
         under this Section 2.05. Each Swing Line Loan shall be a Base Rate Loan
         or, if requested by the Borrower, BBA LIBOR Daily Floating Rate Loan.
         Immediately upon the making of a Swing Line Loan, each Lender shall be
         deemed to, and hereby irrevocably and unconditionally agrees to,
         purchase from the Swing Line Lender a risk participation in such Swing
         Line Loan in an amount equal to the product of such Lender's Applicable
         Percentage times the amount of such Swing Line Loan.


                                      -34-
<PAGE>

                  (b) Borrowing Procedures. Each Swing Line Borrowing shall be
         made upon the Borrower's irrevocable notice to the Swing Line Lender
         and the Administrative Agent, which may be given by telephone. Each
         such notice must be received by the Swing Line Lender and the
         Administrative Agent not later than 1:00 p.m. on the requested
         borrowing date, and shall specify (i) the amount to be borrowed, which
         shall be a minimum of $100,000, and (ii) the requested borrowing date,
         which shall be a Business Day. Each such telephonic notice must be
         confirmed promptly by delivery to the Swing Line Lender and the
         Administrative Agent of a written Swing Line Loan Notice, appropriately
         completed and signed by a Responsible Officer of the Borrower. Promptly
         after receipt by the Swing Line Lender of any telephonic Swing Line
         Loan Notice, the Swing Line Lender will confirm with the Administrative
         Agent (by telephone or in writing) that the Administrative Agent has
         also received such Swing Line Loan Notice and, if not, the Swing Line
         Lender will notify the Administrative Agent (by telephone or in
         writing) of the contents thereof. Unless the Swing Line Lender has
         received notice (by telephone or in writing) from the Administrative
         Agent (including at the request of any Lender) prior to 2:00 p.m. on
         the date of the proposed Swing Line Borrowing (A) directing the Swing
         Line Lender not to make such Swing Line Loan as a result of the
         limitations set forth in the proviso to the first sentence of Section
         2.05(a), or (B) that one or more of the applicable conditions specified
         in Article IV is not then satisfied, then, subject to the terms and
         conditions hereof, the Swing Line Lender will, not later than 3:00 p.m.
         on the borrowing date specified in such Swing Line Loan Notice, make
         the amount of its Swing Line Loan available to the Borrower at its
         office by (i) crediting the account of the Borrower on the books of the
         Swing Line Lender or (ii) wire transfer of such funds in immediately
         available funds.

                  (c) Refinancing of Swing Line Loans.

                           (i) The Swing Line Lender at any time in its sole and
                  absolute discretion may request, on behalf of the Borrower
                  (which hereby irrevocably authorizes the Swing Line Lender to
                  so request on its behalf), that each Lender make a Base Rate
                  Loan in an amount equal to such Lender's Applicable Percentage
                  of the amount of Swing Line Loans then outstanding. Such
                  request shall be made in writing (which written request shall
                  be deemed to be a Committed Loan Notice for purposes hereof)
                  and in accordance with the requirements of Section 2.02,
                  without regard to the minimum and multiples specified therein
                  for the principal amount of Base Rate Loans, but subject to
                  the unutilized portion of the Aggregate Commitments and the
                  conditions set forth in Section 4.02. The Swing Line Lender
                  shall furnish the Borrower with a copy of the applicable
                  Committed Loan Notice promptly after delivering such notice to
                  the Administrative Agent. Each Lender shall make an amount
                  equal to its Applicable Percentage of the amount specified in
                  such Committed Loan Notice available to the Administrative
                  Agent in immediately available funds for the account of the
                  Swing Line Lender at the Administrative Agent's Office not
                  later than 1:00 p.m. on the day specified in such Committed
                  Loan Notice, whereupon, subject to Section 2.05(c)(ii), each
                  Lender that so makes funds available shall be deemed to have
                  made a Base Rate Loan to the Borrower in such amount. The
                  Administrative Agent shall remit the funds so received to the
                  Swing Line Lender.


                                      -35-
<PAGE>

                           (ii) If for any reason any Swing Line Loan cannot be
                  refinanced by such a Committed Borrowing in accordance with
                  Section 2.05(c)(i), the request for Base Rate Loans submitted
                  by the Swing Line Lender as set forth herein shall be deemed
                  to be a request by the Swing Line Lender that each of the
                  Lenders fund its risk participation in the relevant Swing Line
                  Loan and each Lender's payment to the Administrative Agent for
                  the account of the Swing Line Lender pursuant to Section
                  2.05(c)(i) shall be deemed payment in respect of such
                  participation.

                           (iii) If any Lender fails to make available to the
                  Administrative Agent for the account of the Swing Line Lender
                  any amount required to be paid by such Lender pursuant to the
                  foregoing provisions of this Section 2.05(c) by the time
                  specified in Section 2.05(c)(i), the Swing Line Lender shall
                  be entitled to recover from such Lender (acting through the
                  Administrative Agent), on demand, such amount with interest
                  thereon for the period from the date such payment is required
                  to the date on which such payment is immediately available to
                  the Swing Line Lender at a rate per annum equal to the greater
                  of the BBA LIBOR Daily Floating Rate and a rate determined by
                  the Swing Line Lender in accordance with banking industry
                  rules on interbank compensation. A certificate of the Swing
                  Line Lender submitted to any Lender (through the
                  Administrative Agent) with respect to any amounts owing under
                  this clause (iii) shall be conclusive absent manifest error.
                  (iv) Each Lender's obligation to make Committed Loans or to
                  purchase and fund risk participations in Swing Line Loans
                  pursuant to this Section 2.05(c) shall be absolute and
                  unconditional and shall not be affected by any circumstance,
                  including (A) any setoff, counterclaim, recoupment, defense or
                  other right which such Lender may have against the Swing Line
                  Lender, the Borrower or any other Person for any reason
                  whatsoever, (B) the occurrence or continuance of a Default, or
                  (C) any other occurrence, event or condition, whether or not
                  similar to any of the foregoing; provided, however, that each
                  Lender's obligation to make Committed Loans pursuant to this
                  Section 2.05(c) is subject to the conditions set forth in
                  Section 4.02. No such funding of risk participations shall
                  relieve or otherwise impair the obligation of the Borrower to
                  repay Swing Line Loans, together with interest as provided
                  herein.

                  (d) Repayment of Participations.

                           (i) At any time after any Lender has purchased and
                  funded a risk participation in a Swing Line Loan, if the Swing
                  Line Lender receives any payment on account of such Swing Line
                  Loan, the Swing Line Lender will distribute to such Lender its
                  Applicable Percentage of such payment (appropriately adjusted,
                  in the case of interest payments, to reflect the period of
                  time during which such Lender's risk participation was funded)
                  in the same funds as those received by the Swing Line Lender.

                           (ii) If any payment received by the Swing Line Lender
                  in respect of principal or interest on any Swing Line Loan is
                  required to be returned by the


                                      -36-
<PAGE>

                  Swing Line Lender under any of the circumstances described in
                  Section 10.05 (including pursuant to any settlement entered
                  into by the Swing Line Lender in its discretion), each Lender
                  shall pay to the Swing Line Lender its Applicable Percentage
                  thereof on demand of the Administrative Agent, plus interest
                  thereon from the date of such demand to the date such amount
                  is returned, at a rate per annum equal to the Federal Funds
                  Rate. The Administrative Agent will make such demand upon the
                  request of the Swing Line Lender. The obligations of the
                  Lenders under this clause shall survive the payment in full of
                  the Obligations and the termination of this Agreement.

                  (e) Interest for Account of Swing Line Lender. The Swing Line
         Lender shall be responsible for invoicing the Borrower for interest on
         the Swing Line Loans. Until each Lender funds its Base Rate Loan or
         risk participation pursuant to this Section 2.05 to refinance such
         Lender's Applicable Percentage of any Swing Line Loan, interest in
         respect of such Applicable Percentage shall be solely for the account
         of the Swing Line Lender.

                  (f) Payments Directly to Swing Line Lender. The Borrower shall
         make all payments of principal and interest in respect of the Swing
         Line Loans directly to the Swing Line Lender.

         SECTION 2.06 PREPAYMENTS.

                  (a) The Borrower may, upon notice to the Administrative Agent,
         at any time or from time to time voluntarily prepay Committed Loans in
         whole or in part without premium or penalty; provided that (i) such
         notice must be received by the Administrative Agent not later than
         11:00 a.m. (A) three Business Days prior to any date of prepayment of
         Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate
         Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a
         principal amount of $1,000,000 or a whole multiple of $1,000,000 in
         excess thereof; and (iii) any prepayment of Base Rate Loans shall be in
         a principal amount of $500,000 or a whole multiple of $100,000 in
         excess thereof or, in each case, if less, the entire principal amount
         thereof then outstanding. Each such notice shall specify the date and
         amount of such prepayment and the Type(s) of Committed Loans to be
         prepaid. The Administrative Agent will promptly notify each Lender of
         its receipt of each such notice, and of the amount of such Lender's
         Applicable Percentage of such prepayment. If such notice is given by
         the Borrower, the Borrower shall make such prepayment and the payment
         amount specified in such notice shall be due and payable on the date
         specified therein. Any prepayment of a Eurodollar Rate Loan shall be
         accompanied by all accrued interest on the amount prepaid, together
         with any additional amounts required pursuant to Section 3.05. Each
         such prepayment shall be applied to the Committed Loans of the Lenders
         in accordance with their respective Applicable Percentages.

                  (b) The Borrower may, upon notice to the Swing Line Lender
         (with a copy to the Administrative Agent), at any time or from time to
         time, voluntarily prepay Swing Line Loans in whole or in part without
         premium or penalty; provided that (i) such notice must be received by
         the Swing Line Lender and the Administrative Agent not later than


                                      -37-

<PAGE>

         1:00 p.m. on the date of the prepayment, and (ii) any such prepayment
         shall be in a minimum principal amount of $100,000 or, if less, the
         entire principal amount then outstanding. Each such notice shall
         specify the date and amount of such prepayment. If such notice is given
         by the Borrower, the Borrower shall make such prepayment and the
         payment amount specified in such notice shall be due and payable on the
         date specified therein.

                  (c) If for any reason the Total Outstandings at any time
         exceed the Aggregate Commitments then in effect, the Borrower shall
         immediately prepay Loans and/or Cash Collateralize the L/C Obligations
         in an aggregate amount equal to such excess; provided, however, that
         the Borrower shall not be required to Cash Collateralize the L/C
         Obligations pursuant to this Section 2.06(c) unless after the
         prepayment in full of the Committed Loans and Swing Line Loans the
         Total Outstandings exceed the Aggregate Commitments then in effect.

         SECTION 2.07 TERMINATION OR REDUCTION OF COMMITMENTS. The Borrower may,
upon notice to the Administrative Agent, terminate the Aggregate Commitments, or
from time to time permanently reduce the Aggregate Commitments; provided that
(i) any such notice shall be received by the Administrative Agent not later than
11:00 a.m. five Business Days prior to the date of termination or reduction,
(ii) any such partial reduction shall be in an aggregate amount of $10,000,000
or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall
not terminate or reduce the Aggregate Commitments if, after giving effect
thereto and to any concurrent prepayments hereunder, the Total Outstandings
would exceed the Aggregate Commitments, and (iv) if, after giving effect to any
reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the
Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such
Sublimit shall be automatically reduced by the amount of such excess. The
Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Commitments. Any reduction of the
Aggregate Commitments shall be applied to the Commitment of each Lender
according to its Applicable Percentage. All fees accrued until the effective
date of any termination of the Aggregate Commitments shall be paid on the
effective date of such termination.

         SECTION 2.08 REPAYMENT OF LOANS.

                  (a) The Borrower shall repay to the Lenders on the Maturity
         Date the aggregate principal amount of Committed Loans outstanding on
         such date.

                  (b) The Borrower shall repay each Swing Line Loan on the
         earlier to occur of (i) the date five Business Days after such Loan is
         made and (ii) the Maturity Date.

         SECTION 2.09 INTEREST.

                  (a) Subject to the provisions of subsection (b) below, (i)
         each Eurodollar Rate Loan shall bear interest on the outstanding
         principal amount thereof for each Interest Period therefor at a rate
         per annum equal to the Eurodollar Rate for such Interest Period plus
         the Applicable Rate; (ii) each Base Rate Loan shall bear interest on
         the outstanding principal amount thereof from the applicable borrowing
         date at a rate per annum equal to



                                      -38-
<PAGE>

         the Base Rate plus the Applicable Rate; (iii) each Swing Line Loan that
         is a BBA LIBOR Daily Floating Rate Loan shall bear interest on the
         outstanding principal amount thereof from the applicable borrowing date
         at a rate per annum equal to the BBA LIBOR Daily Floating Rate plus the
         Applicable Rate; and (iv) each Swing Line Loan that is not a BBA LIBOR
         Daily Floating Rate Loan shall bear interest on the outstanding
         principal amount thereof from the applicable borrowing date at a rate
         per annum equal to the Base Rate plus the Applicable Rate.

                           (b) (i) If any amount of principal of any Loan is not
                  paid when due (without regard to any applicable grace
                  periods), whether at stated maturity, by acceleration or
                  otherwise, such amount shall thereafter bear interest at a
                  fluctuating interest rate per annum at all times equal to the
                  Default Rate to the fullest extent permitted by applicable
                  Laws.

                           (ii) If any amount (other than principal of any Loan)
                  payable by the Borrower under any Loan Document is not paid
                  when due (without regard to any applicable grace periods),
                  whether at stated maturity, by acceleration or otherwise, then
                  upon the request of the Required Lenders, such amount shall
                  thereafter bear interest at a fluctuating interest rate per
                  annum at all times equal to the Default Rate to the fullest
                  extent permitted by applicable Laws.

                           (iii) Without duplication of the foregoing, upon the
                  request of the Required Lenders, while any Event of Default
                  exists, the Borrower shall pay interest on the principal
                  amount of all outstanding Obligations hereunder at a
                  fluctuating interest rate per annum at all times equal to the
                  Default Rate to the fullest extent permitted by applicable
                  Laws.

                           (iv) Accrued and unpaid interest on past due amounts
                  (including interest on past due interest) shall be due and
                  payable upon demand.

                  (c) Interest on each Loan shall be due and payable in arrears
         on each Interest Payment Date applicable thereto and at such other
         times as may be specified herein. Interest hereunder shall be due and
         payable in accordance with the terms hereof before and after judgment,
         and before and after the commencement of any proceeding under any
         Debtor Relief Law.

         SECTION 2.10 FEES; COMMITMENT FEE. In addition to certain fees
described in subsections (i) and (j) of Section 2.04, the Borrower shall pay to
the Administrative Agent for the account of each Lender in accordance with its
Applicable Percentage, a commitment fee equal to the Applicable Rate times the
actual daily amount by which the Aggregate Commitments exceed the sum of (i) the
Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C
Obligations. The commitment fee shall accrue at all times during the
Availability Period, including at any time during which one or more of the
conditions in Article IV is not met, and shall be due and payable quarterly in
arrears on the first Business Day after the end of each March, June, September
and December, commencing with the first such date to occur after the Closing
Date, and on the Maturity Date. The commitment fee shall be calculated quarterly
in arrears, and if there is any change in the Applicable Rate during any
quarter, the actual daily


                                      -39-
<PAGE>

amount shall be computed and multiplied by the Applicable Rate separately for
each period during such quarter that such Applicable Rate was in effect.

         SECTION 2.11 COMPUTATION OF INTEREST AND FEES. All computations of
interest for Base Rate Loans when the Base Rate is determined by Bank of
America's "prime rate" shall be made on the basis of a year of 365 or 366 days,
as the case may be, and actual days elapsed. All other computations of fees and
interest shall be made on the basis of a 360-day year and actual days elapsed
(which results in more fees or interest, as applicable, being paid than if
computed on the basis of a 365-day year). Interest shall accrue on each Loan for
the day on which the Loan is made, and shall not accrue on a Loan, or any
portion thereof, for the day on which the Loan or such portion is repaid,
provided that any Loan that is repaid on the same day on which it is made shall,
subject to Section 2.13(a), bear interest for one day. Each determination by the
Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.

         SECTION 2.12 EVIDENCE OF DEBT.

                  (a) The Credit Extensions made by each Lender shall be
         evidenced by one or more accounts or records maintained by such Lender
         and by the Administrative Agent in the ordinary course of business. The
         accounts or records maintained by the Administrative Agent and each
         Lender shall be presumed correct absent manifest error of the amount of
         the Credit Extensions made by the Lenders to the Borrower and the
         interest and payments thereon. Any failure to so record or any error in
         doing so shall not, however, limit or otherwise affect the obligation
         of the Borrower hereunder to pay any amount owing with respect to the
         Obligations. In the event of any conflict between the accounts and
         records maintained by any Lender and the accounts and records of the
         Administrative Agent in respect of such matters, the accounts and
         records of the Administrative Agent shall control in the absence of
         manifest error. Upon the request of any Lender made through the
         Administrative Agent, the Borrower shall execute and deliver to such
         Lender (through the Administrative Agent) a Note, which shall evidence
         such Lender's Loans in addition to such accounts or records. Each
         Lender may attach schedules to its Note and endorse thereon the date,
         Type (if applicable), amount and maturity of its Loans and payments
         with respect thereto.

                  (b) In addition to the accounts and records referred to in
         subsection (a), each Lender and the Administrative Agent shall maintain
         in accordance with its usual practice accounts or records evidencing
         the purchases and sales by such Lender of participations in Letters of
         Credit and Swing Line Loans. In the event of any conflict between the
         accounts and records maintained by the Administrative Agent and the
         accounts and records of any Lender in respect of such matters, the
         accounts and records of the Administrative Agent shall control in the
         absence of manifest error.

         SECTION 2.13 PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK.

                  (a) General. All payments to be made by the Borrower shall be
         made without condition or deduction for any counterclaim, defense,
         recoupment or setoff. Except as otherwise expressly provided herein,
         all payments by the Borrower hereunder shall be


                                      -40-

<PAGE>

         made to the Administrative Agent, for the account of the respective
         Lenders to which such payment is owed, at the Administrative Agent's
         Office in Dollars and in immediately available funds not later than
         2:00 p.m. on the date specified herein. The Administrative Agent will
         promptly distribute to each Lender its Applicable Percentage (or other
         applicable share as provided herein) of such payment in like funds as
         received by wire transfer to such Lender's Lending Office. All payments
         received by the Administrative Agent after 2:00 p.m. shall be deemed
         received on the next succeeding Business Day and any applicable
         interest or fee shall continue to accrue. If any payment to be made by
         the Borrower shall come due on a day other than a Business Day, payment
         shall be made on the next following Business Day, and such extension of
         time shall be reflected in computing interest or fees, as the case may
         be.

                  (b) Funding by Lenders; Presumption by Administrative Agent.

                           (i) Unless the Administrative Agent shall have
                  received notice from a Lender prior to the proposed date of
                  any Committed Borrowing of Eurodollar Rate Loans (or, in the
                  case of any Committed Borrowing of Base Rate Loans, prior to
                  12:00 noon on the date of such Committed Borrowing) that such
                  Lender will not make available to the Administrative Agent
                  such Lender's share of such Committed Borrowing, the
                  Administrative Agent may assume that such Lender has made such
                  share available on such date in accordance with Section 2.02
                  (or, in the case of a Committed Borrowing of Base Rate Loans,
                  that such Lender has made such share available in accordance
                  with and at the time required by Section 2.02) and may, in
                  reliance upon such assumption, make available to the Borrower
                  a corresponding amount. In such event, if a Lender has not in
                  fact made its share of the applicable Committed Borrowing
                  available to the Administrative Agent, then the applicable
                  Lender and the Borrower severally agree to pay to the
                  Administrative Agent forthwith on demand such corresponding
                  amount in immediately available funds with interest thereon,
                  for each day from and including the date such amount is made
                  available to the Borrower to but excluding the date of payment
                  to the Administrative Agent, at (A) in the case of a payment
                  to be made by such Lender, the greater of the Federal Funds
                  Rate and a rate determined by the Administrative Agent in
                  accordance with banking industry rules on interbank
                  compensation and (B) in the case of a payment to be made by
                  the Borrower, the interest rate applicable to Base Rate Loans.
                  If the Borrower and such Lender shall pay such interest to the
                  Administrative Agent for the same or an overlapping period,
                  the Administrative Agent shall promptly remit to the Borrower
                  the amount of such interest paid by the Borrower for such
                  period. If such Lender pays its share of the applicable
                  Committed Borrowing to the Administrative Agent, then the
                  amount so paid shall constitute such Lender's Committed Loan
                  included in such Committed Borrowing (and, to the extent such
                  amount has been previously remitted to the Administrative
                  Agent by the Borrower, such amount shall be paid to the
                  Borrower). Any payment by the Borrower shall be without
                  prejudice to any claim the Borrower may have against a Lender
                  that shall have failed to make such payment to the
                  Administrative Agent.


                                      -41-
<PAGE>

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

                           A notice of the Administrative Agent to any Lender or
                  the Borrower with respect to any amount owing under this
                  subsection (b) shall be conclusive, absent manifest error.

                  (c) Failure to Satisfy Conditions Precedent. If any Lender
         makes available to the Administrative Agent funds for any Loan to be
         made by such Lender as provided in the foregoing provisions of this
         Article II, and such funds are not made available to the Borrower by
         the Administrative Agent because the conditions to the applicable
         Credit Extension set forth in Article IV are not satisfied or waived in
         accordance with the terms hereof, the Administrative Agent shall return
         such funds (in like funds as received from such Lender) to such Lender,
         without interest.

                  (d) Obligations of Lenders Several. The obligations of the
         Lenders hereunder to make Committed Loans, to fund participations in
         Letters of Credit and Swing Line Loans and to make payments pursuant to
         Section 10.04(c) are several and not joint. The failure of any Lender
         to make any Committed Loan, to fund any such participation or to make
         any payment under Section 10.04(c) on any date required hereunder shall
         not relieve any other Lender of its corresponding obligation to do so
         on such date, and no Lender shall be responsible for the failure of any
         other Lender to so make its Committed Loan, to purchase its
         participation or to make its payment under Section 10.04(c).

                  (e) Funding Source. Nothing herein shall be deemed to obligate
         any Lender to obtain the funds for any Loan in any particular place or
         manner or to constitute a representation by any Lender that it has
         obtained or will obtain the funds for any Loan in any particular place
         or manner.

         SECTION 2.14 SHARING OF PAYMENTS BY LENDERS. If any Lender shall, by
exercising any right of setoff or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of the Committed Loans made by
it, or the participations in L/C Obligations or in Swing Line Loans held by it
resulting in such Lender's receiving payment of a proportion of the



                                      -42-
<PAGE>

aggregate amount of such Committed Loans or participations and accrued interest
thereon greater than its pro rata share thereof as provided herein, then the
Lender receiving such greater proportion shall (a) notify the Administrative
Agent of such fact, and (b) purchase (for cash at face value) participations in
the Committed Loans and subparticipations in L/C Obligations and Swing Line
Loans of the other Lenders, or make such other adjustments as shall be
equitable, so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Committed Loans and other amounts owing
them, provided that:

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

                           (ii) the provisions of this Section shall not be
                  construed to apply to (x) any payment made by the Borrower
                  pursuant to and in accordance with the express terms of this
                  Agreement or (y) any payment obtained by a Lender as
                  consideration for the assignment of or sale of a participation
                  in any of its Committed Loans or subparticipations in L/C
                  Obligations or Swing Line Loans to any assignee or
                  participant, other than to the Borrower or any Subsidiary
                  thereof (as to which the provisions of this Section shall
                  apply).

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

         SECTION 2.15 RESERVED.

         SECTION 2.16 INCREASE IN COMMITMENTS.

                  (a) Request for Increase. Provided there exists no Default,
         upon notice to the Administrative Agent (which shall promptly notify
         the Lenders), the Borrower may from time to time, request an increase
         in the Aggregate Commitments by an amount aggregate (for all such
         requests) not exceeding $40,000,000; provided that (i) any such request
         for an increase shall be in a minimum amount of $5,000,000, and (ii)
         there shall be no more than 8 such increases. At the time of sending
         such notice, the Borrower (in consultation with the Administrative
         Agent) shall specify the time period within which each Lender is
         requested to respond (which shall in no event be less than ten Business
         Days from the date of delivery of such notice to the Lenders).

                  (b) Lender Elections to Increase. Each Lender shall notify the
         Administrative Agent within such time period whether or not it agrees
         to increase its Commitment and, if so, whether by an amount equal to,
         greater than, or less than its Applicable Percentage of such requested
         increase. Any Lender not responding within such time period shall be
         deemed to have declined to increase its Commitment.



                                      -43-
<PAGE>

                  (c) Notification by Administrative Agent; Additional Lenders.
         The Administrative Agent shall notify the Borrower and each Lender of
         the Lenders' responses to each request made hereunder. To achieve the
         full amount of a requested increase and subject to the approval of the
         Administrative Agent and the L/C Issuer (which approvals shall not be
         unreasonably withheld), the Borrower may also invite additional
         Eligible Assignees to become Lenders pursuant to a joinder agreement in
         form and substance satisfactory to the Administrative Agent and its
         counsel.

                  (d) Effective Date and Allocations. If the Aggregate
         Commitments are increased in accordance with this Section, the
         Administrative Agent and the Borrower shall determine the effective
         date (the "Increase Effective Date") and the final allocation of such
         increase. The Administrative Agent shall promptly notify the Borrower
         and the Lenders of the final allocation of such increase and the
         Increase Effective Date.

                  (e) Conditions to Effectiveness of Increase. As a condition
         precedent to such increase, the Borrower shall deliver to the
         Administrative Agent a certificate of each Loan Party dated as of the
         Increase Effective Date (in sufficient copies for each Lender) signed
         by a Responsible Officer of such Loan Party (i) certifying and
         attaching the resolutions adopted by such Loan Party approving or
         consenting to such increase, and (ii) in the case of the Borrower,
         certifying that, before and after giving effect to such increase, (A)
         the representations and warranties contained in Article V and the other
         Loan Documents are true and correct on and as of the Increase Effective
         Date, except to the extent that such representations and warranties
         specifically refer to an earlier date, in which case they are true and
         correct as of such earlier date, and except that for purposes of this
         Section 2.16, the representations and warranties contained in
         subsections (a) and (b) of Section 5.05 shall be deemed to refer to the
         most recent statements furnished pursuant to clauses (a) and (b),
         respectively, of Section 6.01, and (B) no Default exists. In addition,
         the Borrower shall (i) prepay any Committed Loans outstanding on the
         Increase Effective Date (and pay any additional amounts required
         pursuant to Section 3.05) to the extent necessary to keep the
         outstanding Committed Loans ratable with any revised Applicable
         Percentages arising from any nonratable increase in the Commitments
         under this Section 2.16 and (ii) execute (and cause each of the other
         Loan Parties to execute), such amendments to this Agreement and the
         other Loan Documents as the Administrative Agent shall reasonably deem
         appropriate.

                  (f) Conflicting Provisions. This Section shall supersede any
         provisions in Sections 2.14 or 10.01 to the contrary.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         SECTION 3.01 TAXES.

                  (a) Payments Free of Taxes. Any and all payments by or on
         account of any obligation of the Borrower hereunder or under any other
         Loan Document shall be made free and clear of and without reduction or
         withholding for any Indemnified Taxes or Other Taxes, provided that if
         the Borrower shall be required by applicable law to deduct



                                      -44-
<PAGE>

         any Indemnified Taxes (including any Other Taxes) from such payments,
         then (i) the sum payable shall be increased as necessary so that after
         making all required deductions (including deductions applicable to
         additional sums payable under this Section) the Administrative Agent,
         Lender or L/C Issuer, as the case may be, receives an amount equal to
         the sum it would have received had no such deductions been made, (ii)
         the Borrower shall make such deductions and (iii) the Borrower shall
         timely pay the full amount deducted to the relevant Governmental
         Authority in accordance with applicable law.

                  (b) Payment of Other Taxes by the Borrower. Without limiting
         the provisions of subsection (a) above, the Borrower shall timely pay
         any Other Taxes to the relevant Governmental Authority in accordance
         with applicable law.

                  (c) Indemnification by the Borrower. The Borrower shall
         indemnify the Administrative Agent, each Lender and the L/C Issuer,
         within 10 days after demand therefor, for the full amount of any
         Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other
         Taxes imposed or asserted on or attributable to amounts payable under
         this Section) paid by the Administrative Agent, such Lender or the L/C
         Issuer, as the case may be, and any penalties, interest and reasonable
         expenses arising therefrom or with respect thereto, whether or not such
         Indemnified Taxes or Other Taxes were correctly or legally imposed or
         asserted by the relevant Governmental Authority. A certificate as to
         the amount of such payment or liability delivered to the Borrower by a
         Lender or the L/C Issuer (with a copy to the Administrative Agent), or
         by the Administrative Agent on its own behalf or on behalf of a Lender
         or the L/C Issuer, shall be conclusive absent manifest error.

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

                  (e) Status of Lenders. Any Foreign Lender that is entitled to
         an exemption from or reduction of withholding tax under the law of the
         jurisdiction in which the Borrower is resident for tax purposes, or any
         treaty to which such jurisdiction is a party, with respect to payments
         hereunder or under any other Loan Document shall deliver to the
         Borrower (with a copy to the Administrative Agent), at the time or
         times prescribed by applicable law or reasonably requested by the
         Borrower or the Administrative Agent, such properly completed and
         executed documentation prescribed by applicable law as will permit such
         payments to be made without withholding or at a reduced rate of
         withholding. In addition, any Lender, if requested by the Borrower or
         the Administrative Agent, shall deliver such other documentation
         prescribed by applicable law or reasonably requested by the Borrower or
         the Administrative Agent as will enable the Borrower or the
         Administrative Agent to determine whether or not such Lender is subject
         to backup withholding or information reporting requirements.


                                      -45-
<PAGE>

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

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

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

                           (iii) in the case of a Foreign Lender claiming the
                  benefits of the exemption for portfolio interest under section
                  881(c) of the Code, (x) a certificate to the effect that such
                  Foreign Lender is not (A) a "bank" within the meaning of
                  section 881(c)(3)(A) of the Code, (B) a "10 percent
                  shareholder" of the Borrower within the meaning of section
                  881(c)(3)(B) of the Code, or (C) a "controlled foreign
                  corporation" described in section 881(c)(3)(C) of the Code and
                  (y) duly completed copies of Internal Revenue Service Form
                  W-8BEN, or

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

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


                                      -46-
<PAGE>

         SECTION 3.02 ILLEGALITY. If any Lender determines that any Law has made
it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to make, maintain or
fund Eurodollar Rate Loans, or to determine or charge interest rates based upon
the Eurodollar Rate, or any Governmental Authority has imposed material
restrictions on the authority of such Lender to purchase or sell, or to take
deposits of, Dollars in the London interbank market, then, on notice thereof by
such Lender to the Borrower through the Administrative Agent, any obligation of
such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate
Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, the Borrower shall,
upon demand from such Lender (with a copy to the Administrative Agent), prepay
or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate
Loans, either on the last day of the Interest Period therefor, if such Lender
may lawfully continue to maintain such Eurodollar Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower
shall also pay accrued interest on the amount so prepaid or converted.

         SECTION 3.03 INABILITY TO DETERMINE RATES. If the Required Lenders
determine that for any reason in connection with any request for a Eurodollar
Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits
are not being offered to banks in the London interbank eurodollar market for the
applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate
and reasonable means do not exist for determining the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan, or
(c) the Eurodollar Rate for any requested Interest Period with respect to a
proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to
such Lenders of funding such Loan, the Administrative Agent will promptly so
notify the Borrower and each Lender. Thereafter, the obligation of the Lenders
to make or maintain Eurodollar Rate Loans shall be suspended until the
Administrative Agent (upon the instruction of the Required Lenders) revokes such
notice. Upon receipt of such notice, the Borrower may revoke any pending request
for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into a request for a
Committed Borrowing of Base Rate Loans in the amount specified therein.

         SECTION 3.04 INCREASED COSTS; RESERVES ON EURODOLLAR RATE LOANS.

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

                           (i) impose, modify or deem applicable any reserve,
                  special deposit, compulsory loan, insurance charge or similar
                  requirement against assets of, deposits with or for the
                  account of, or credit extended or participated in by, any
                  Lender (except any reserve requirement contemplated by Section
                  3.04(e)) or the L/C Issuer;

                           (ii) subject any Lender or the L/C Issuer to any tax
                  of any kind whatsoever with respect to this Agreement, any
                  Letter of Credit, any participation in a Letter of Credit or
                  any Eurodollar Rate Loan made by it, or change the basis of
                  taxation of payments to such Lender or the L/C Issuer in
                  respect thereof


                                      -47-
<PAGE>

                  (except for Indemnified Taxes or Other Taxes covered by
                  Section 3.01 and the imposition of, or any change in the rate
                  of, any Excluded Tax payable by such Lender or the L/C
                  Issuer); or

                           (iii) impose on any Lender or the L/C Issuer or the
                  London interbank market any other condition, cost or expense
                  affecting this Agreement or Eurodollar Rate Loans made by such
                  Lender or any Letter of Credit or participation therein;

         and the result of any of the foregoing shall be to increase the cost to
         such Lender of making or maintaining any Eurodollar Rate Loan (or of
         maintaining its obligation to make any such Loan), or to increase the
         cost to such Lender or the L/C Issuer of participating in, issuing or
         maintaining any Letter of Credit (or of maintaining its obligation to
         participate in or to issue any Letter of Credit), or to reduce the
         amount of any sum received or receivable by such Lender or the L/C
         Issuer hereunder (whether of principal, interest or any other amount)
         then, upon request of such Lender or the L/C Issuer, the Borrower will
         pay to such Lender or the L/C Issuer, as the case may be, such
         additional amount or amounts as will compensate such Lender or the L/C
         Issuer, as the case may be, for such additional costs incurred or
         reduction suffered.

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

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

                  (d) Delay in Requests. Failure or delay on the part of any
         Lender or the L/C Issuer to demand compensation pursuant to the
         foregoing provisions of this Section shall not constitute a waiver of
         such Lender's or the L/C Issuer's right to demand such compensation,
         provided that the Borrower shall not be required to compensate a Lender



                                      -48-
<PAGE>

         or the L/C Issuer pursuant to the foregoing provisions of this Section
         for any increased costs incurred or reductions suffered more than six
         months prior to the date that such Lender or the L/C Issuer, as the
         case may be, notifies the Borrower of the Change in Law giving rise to
         such increased costs or reductions and of such Lender's or the L/C
         Issuer's intention to claim compensation therefor (except that, if the
         Change in Law giving rise to such increased costs or reductions is
         retroactive, then the six-month period referred to above shall be
         extended to include the period of retroactive effect thereof).

                  (e) Reserves on Eurodollar Rate Loans. The Borrower shall pay
         to each Lender, as long as such Lender shall be required to maintain
         reserves with respect to liabilities or assets consisting of or
         including Eurocurrency funds or deposits (currently known as
         "Eurocurrency liabilities"), additional interest on the unpaid
         principal amount of each Eurodollar Rate Loan equal to the actual costs
         of such reserves allocated to such Loan by such Lender (as determined
         by such Lender in good faith, which determination shall be conclusive
         absent manifest error), which shall be due and payable on each date on
         which interest is payable on such Loan, provided the Borrower shall
         have received at least 10 days' prior notice (with a copy to the
         Administrative Agent) of such additional interest from such Lender. If
         a Lender fails to give notice 10 days prior to the relevant Interest
         Payment Date, such additional interest shall be due and payable 10 days
         from receipt of such notice.

         SECTION 3.05 COMPENSATION FOR LOSSES. Upon demand of any Lender (with a
copy to the Administrative 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
         Eurodollar Loan on a day other than the last day of the Interest Period
         for such Loan (whether voluntary, mandatory, automatic, by reason of
         acceleration, or otherwise);

                  (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 Eurodollar Loan on the date or in the amount notified by
         the Borrower; or

                  (c) any assignment of a Eurodollar Rate 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 10.13;

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.

         For purposes of calculating amounts payable by the Borrower to the
Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a
matching deposit or other borrowing in the London


                                      -49-
<PAGE>

interbank eurodollar market for a comparable amount and for a comparable period,
whether or not such Eurodollar Rate Loan was in fact so funded.

         SECTION 3.06 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

                  (a) Designation of a Different Lending Office. If any Lender
         requests compensation under Section 3.04, or the Borrower is required
         to pay any additional amount to any Lender or any Governmental
         Authority for the account of any Lender pursuant to Section 3.01, or if
         any Lender gives a notice pursuant to Section 3.02, then such Lender
         shall use reasonable efforts to designate a different Lending Office
         for funding or booking its Loans hereunder or to assign its rights and
         obligations hereunder to another of its offices, branches or
         affiliates, if, in the judgment of such Lender, such designation or
         assignment (i) would eliminate or reduce amounts payable pursuant to
         Section 3.01 or 3.04, as the case may be, in the future, or eliminate
         the need for the notice pursuant to Section 3.02, as applicable, and
         (ii) in each case, would not subject such Lender to any unreimbursed
         cost or expense and would not otherwise be disadvantageous to such
         Lender. The Borrower hereby agrees to pay all reasonable costs and
         expenses incurred by any Lender in connection with any such designation
         or assignment.

                  (b) Replacement of Lenders. If any Lender requests
         compensation under Section 3.04, or if the Borrower is required to pay
         any additional amount to any Lender or any Governmental Authority for
         the account of any Lender pursuant to Section 3.01, or if any Lender
         delivers a notice pursuant to Section 3.02, the Borrower may replace
         such Lender in accordance with Section 10.13.

         SECTION 3.07 SURVIVAL. All of the Borrower's obligations under this
Article III shall survive termination of the Aggregate Commitments and repayment
of all other Obligations hereunder.

                                  ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         SECTION 4.01 CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of
the L/C Issuer and each Lender to make its initial Credit Extension hereunder is
subject to satisfaction of the following conditions precedent:

                  (a) The Administrative Agent's receipt of the following, each
         of which shall be originals or telecopies (followed promptly by
         originals) unless otherwise specified, each properly executed by a
         Responsible Officer of the signing Loan Party, each dated the Closing
         Date (or, in the case of certificates of governmental officials, a
         recent date before the Closing Date) and each in form and substance
         satisfactory to the Administrative Agent and each of the Lenders:

                           (i) executed counterparts of this Agreement and the
                  Guaranty, sufficient in number for distribution to the
                  Administrative Agent, each Lender and the Borrower;


                                      -50-
<PAGE>

                           (ii) a Note executed by the Borrower in favor of each
                  Lender requesting a Note;

                           (iii) such certificates of board resolutions or other
                  action, incumbency certificates and/or other certificates of
                  Responsible Officers of each Loan Party as the Administrative
                  Agent may require evidencing the identity, authority and
                  capacity of each Responsible Officer thereof authorized to act
                  as a Responsible Officer in connection with this Agreement and
                  the other Loan Documents to which such Loan Party is a party;

                           (iv) such documents and certifications as the
                  Administrative Agent may reasonably require to evidence that
                  each Loan Party is duly organized or formed, and that each of
                  the Borrower and each Guarantor is validly existing, in good
                  standing and qualified to engage in business in the
                  jurisdiction of its incorporation and each jurisdiction in
                  which it conducts business;

                           (v) a favorable opinion of Bass, Berry & Sims PLC,
                  counsel to the Loan Parties, addressed to the Administrative
                  Agent and each Lender, as to the matters set forth in Exhibit
                  H and such other matters concerning the Loan Parties and the
                  Loan Documents as the Required Lenders may reasonably request;

                           (vi) a certificate signed by a Responsible Officer of
                  the Borrower certifying (A) that the conditions specified in
                  Sections 4.02(a) and (b) have been satisfied, and (B) that
                  there has been no event or circumstance since the date of the
                  Audited Financial Statements that has had or could be
                  reasonably expected to have, either individually or in the
                  aggregate, a Material Adverse Effect;

                           (vii) a duly completed Compliance Certificate as of
                  the last day of the fiscal quarter of the Borrower ended on
                  March 31, 2005, signed by a Responsible Officer of the
                  Borrower;

                           (viii) evidence that all insurance required to be
                  maintained pursuant to the Loan Documents has been obtained
                  and is in effect;

                           (ix) evidence that the Existing Credit Agreement has
                  been or concurrently with the Closing Date is being
                  terminated, all obligations thereunder have been or
                  concurrently with the Closing Date are being finally paid and
                  discharged in full and all Liens securing obligations under
                  the Existing Credit Agreement have been or concurrently with
                  the Closing Date are being released; and

                           (x) such other assurances, certificates, documents,
                  consents or opinions as the Administrative Agent, the L/C
                  Issuer, the Swing Line Lender or the Required Lenders
                  reasonably may require.

                  (b) Any fees required by any Loan Document to be paid on or
         before the Closing Date shall have been paid.



                                      -51-
<PAGE>

                  (c) Unless waived by the Administrative Agent, the Borrower
         shall have paid all reasonable fees, charges and disbursements of
         counsel to the Administrative Agent to the extent invoiced prior to or
         on the Closing Date, plus such additional amounts of such fees, charges
         and disbursements as shall constitute its reasonable estimate of such
         fees, charges and disbursements incurred or to be incurred by it
         through the closing proceedings (provided that such estimate shall not
         thereafter preclude a final settling of accounts between the Borrower
         and the Administrative Agent).

                  (d) The Closing Date shall have occurred on or before
         September 1, 2005.

         Without limiting the generality of the provisions of Section 9.04, for
purposes of determining compliance with the conditions specified in this Section
4.01, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

         SECTION 4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of
each Lender to honor any Request for Credit Extension (other than a Committed
Loan Notice requesting only a conversion of Committed Loans to another Type, or
a continuation of Eurodollar Rate Loans) is subject to the following conditions
precedent:

                  (a) The representations and warranties of the Borrower (and
         each other Loan Party) contained in Article V or any other Loan
         Document, or that are contained in any document furnished at any time
         under or in connection herewith or therewith, shall be true and correct
         on and as of the date of such Credit Extension, except to the extent
         that such representations and warranties specifically refer to an
         earlier date, in which case they shall be true and correct as of such
         earlier date, and except that for purposes of this Section 4.02, the
         representations and warranties contained in subsections (a) and (b) of
         Section 5.05 shall be deemed to refer to the most recent statements
         furnished pursuant to clauses (a) and (b), respectively, of Section
         6.01;

                  (b) No Default shall exist, or would result from such proposed
         Credit Extension or from the application of the proceeds thereof;

                  (c) The Administrative Agent and, if applicable, the L/C
         Issuer or the Swing Line Lender shall have received a Request for
         Credit Extension in accordance with the requirements hereof; and

                  (d) In the case of any Request for Credit Extension (including
         a Letter of Credit Application) in connection with any Permitted
         Acquisition, the Administrative Agent shall have received, at least
         five (5) Business Days prior to the date of such Request for Credit
         Extension, a certificate signed by a Responsible Officer of the
         Borrower certifying that, after giving effect to the transactions
         effecting such Permitted Acquisition, no Default or Event of Default
         will exist or arise therefrom.

         Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to another Type or a
continuation of Eurodollar Rate Loans)


                                      -52-
<PAGE>

submitted by the Borrower shall be deemed to be a representation and warranty
that the conditions specified in Sections 4.02(a) and (b) have been satisfied on
and as of the date of the applicable Credit Extension.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
the Lenders that:

         SECTION 5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS.
Each Loan Party and each Subsidiary thereof (a) is duly organized or formed,
validly existing and in good standing under the Laws of the jurisdiction of its
incorporation or organization, (b) has all requisite power and authority and all
requisite governmental licenses, authorizations, consents and approvals to (i)
own or lease its assets and carry on its business and (ii) execute, deliver and
perform its obligations under the Loan Documents to which it is a party, (c) is
duly qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all applicable Laws; except in each case referred to in clauses
(b)(i), (c) or (d), to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect.

         SECTION 5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery
and performance by each Loan Party of each Loan Document to which such Person is
party have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any
of such Person's Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien under, or require any
payment to be made under (i) any material Contractual Obligation to which such
Person is a party or affecting such Person or the properties of such Person or
any of its Subsidiaries or (ii) any material order, injunction, writ or decree
of any Governmental Authority or any arbitral award to which such Person or its
property is subject; or (c) violate any Law applicable to any Loan Party or its
properties, except to the extent that such violation could not reasonably be
expected to have a Material Adverse Effect. Each Loan Party and each Subsidiary
thereof is in compliance with all Contractual Obligations referred to in clause
(b)(i), except to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect.

         SECTION 5.03 GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No approval,
consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document, except for
such as have been obtained and are in full force and effect and except to the
extent that a failure to obtain the same could not reasonably be expected to
have a Material Adverse Effect.

         SECTION 5.04 BINDING EFFECT. This Agreement has been, and each other
Loan Document, when delivered hereunder, will have been, duly executed and
delivered by each Loan Party that is party thereto. This Agreement constitutes,
and each other Loan Document when so delivered will constitute, a legal, valid
and binding obligation of such Loan Party, enforceable


                                      -53-

<PAGE>

against each Loan Party that is party thereto in accordance with its terms,
except as such enforceability may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium or similar laws of general applicability affecting
the enforcement of creditors' rights and (b) the application or general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

         SECTION 5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT; NO
INTERNAL CONTROL EVENT.

                  (a) The Audited Financial Statements (i) were prepared in
         accordance with GAAP consistently applied throughout the period covered
         thereby, except as otherwise expressly noted therein; (ii) fairly
         present the financial condition of the Borrower and its Subsidiaries as
         of the date thereof and their results of operations for the period
         covered thereby in accordance with GAAP consistently applied throughout
         the period covered thereby, except as otherwise expressly noted
         therein; and (iii) show all material indebtedness and other
         liabilities, direct or contingent, of the Borrower and its Subsidiaries
         as of the date thereof, including Off-Balance Sheet Liabilities to the
         extent required by GAAP, liabilities for taxes, material commitments
         and Indebtedness.

                  (b) The unaudited consolidated balance sheet of the Borrower
         and its Subsidiaries dated March 31, 2005, and the related consolidated
         statements of income or operations, shareholders' equity and cash flows
         for the fiscal quarter ended on that date (i) were prepared in
         accordance with GAAP consistently applied throughout the period covered
         thereby, except as otherwise expressly noted therein, and (ii) fairly
         present the financial condition of the Borrower and its Subsidiaries as
         of the date thereof and their results of operations for the period
         covered thereby, subject, in the case of clauses (i) and (ii), to the
         absence of footnotes and to normal year-end audit adjustments.

                  (c) Since the date of the Audited Financial Statements, there
         has been no event or circumstance, either individually or in the
         aggregate, that has had or could reasonably be expected to have a
         Material Adverse Effect.

                  (d) To the best knowledge of the Borrower, no Internal Control
         Event has occurred since the date of the Audited Financial Statements,
         except (i) as disclosed in the Borrower's public filings with the SEC
         or (ii) to the extent that the same could not reasonably be expected to
         have a Material Adverse Effect.

         SECTION 5.06 LITIGATION. Except as disclosed on Schedule 5.06, there
are no actions, suits, proceedings, claims or disputes pending or, to the best
knowledge of the Borrower, threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority, by or against the Borrower or
any of its Subsidiaries or against any of their properties or revenues that (a)
purport to affect or pertain to this Agreement or any other Loan Document, or
any of the transactions contemplated hereby, or (b) either individually or in
the aggregate, if determined adversely, could reasonably be expected to have a
Material Adverse Effect. There has been no material adverse change in the
status, or financial effect on any Loan Party or any Subsidiary thereof, of the
matters described on Schedule 5.06.


                                      -54-
<PAGE>

         SECTION 5.07 NO DEFAULT. Neither the Borrower nor any Subsidiary is in
default under or with respect to any Contractual Obligation that could, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. No Default has occurred and is continuing or would result from
the consummation of the transactions contemplated by this Agreement or any other
Loan Document.

         SECTION 5.08 OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and
each Subsidiary has good record and marketable title in fee simple to, or valid
leasehold interests in, all real property necessary or used in the ordinary
conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The property of the Borrower and its Subsidiaries is subject to
no Liens, other than Liens permitted by Section 7.01.

         SECTION 5.09 ENVIRONMENTAL COMPLIANCE. Each of the Borrower and its
Subsidiaries has obtained all environmental, health and safety permits, licenses
and other authorizations required under all Environmental Laws to carry on its
business as now being or as proposed to be conducted, except to the extent
failure to have any such permit, license or authorization could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Except for matters that could not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect, neither the
Borrower nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any applicable permit,
license or other approval required under any Environmental Law, (ii) has become
subject to any Environmental Liability, (iii) has received written notice of any
claim with respect to any Environmental Liability or (iv) knows of any basis for
any Environmental Liability. Notwithstanding any other provision of this
Agreement, this Section 5.09 shall be the exclusive representation and warranty
by Borrower herein with respect to matters related to Environmental Laws.

         SECTION 5.10 INSURANCE. The properties of the Borrower and its
Subsidiaries are insured with financially sound and reputable insurance
companies not Affiliates of the Borrower, in such amounts, with such
self-insurance, deductibles and coverages as are customarily maintained by
companies engaged in similar businesses and owning similar properties in
localities where the Borrower or the applicable Subsidiary operates.

         SECTION 5.11 TAXES. The Borrower and its Subsidiaries have filed all
Federal and other material tax returns and reports required to be filed, and
have paid all Federal and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with GAAP and except to the extent
that a failure to do so could not reasonably be expected to have a Material
Adverse Effect. To the best knowledge of the Borrower, there is no proposed tax
assessment against the Borrower or any Subsidiary that would, if made, have a
Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is
party to any tax sharing agreement.


                                      -55-
<PAGE>

         SECTION 5.12 ERISA COMPLIANCE.

                  (a) Each Plan is in compliance in all material respects with
         the applicable provisions of ERISA, the Code and other Federal or state
         Laws. Each Plan that is intended to qualify under Section 401(a) of the
         Code has received a favorable determination letter from the IRS or an
         application for such a letter is currently being processed by the IRS
         with respect thereto and, to the best knowledge of the Borrower,
         nothing has occurred which would prevent, or cause the loss of, such
         qualification. The Borrower and each ERISA Affiliate have made all
         required contributions to each Plan subject to Section 412 of the Code,
         and no application for a funding waiver or an extension of any
         amortization period pursuant to Section 412 of the Code has been made
         with respect to any Plan.

                  (b) There are no pending or, to the best knowledge of the
         Borrower, threatened claims, actions or lawsuits, or action by any
         Governmental Authority, with respect to any Plan that could reasonably
         be expected to have a Material Adverse Effect. To the best knowledge of
         the Borrower, here has been no prohibited transaction or violation of
         the fiduciary responsibility rules with respect to any Plan that has
         resulted or could reasonably be expected to result in a Material
         Adverse Effect.

                  (c) (i) No ERISA Event has occurred or is reasonably expected
         to occur; (ii) no Pension Plan has any Unfunded Pension Liability;
         (iii) neither the Borrower nor any ERISA Affiliate has incurred, or
         reasonably expects to incur, any liability under Title IV of ERISA with
         respect to any Pension Plan (other than premiums due and not delinquent
         under Section 4007 of ERISA); (iv) neither the Borrower nor any ERISA
         Affiliate has incurred, or reasonably expects to incur, any liability
         (and no event has occurred which, with the giving of notice under
         Section 4219 of ERISA, would result in such liability) under Sections
         4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v)
         neither the Borrower nor any ERISA Affiliate has engaged in a
         transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

         SECTION 5.13 SUBSIDIARIES; EQUITY INTERESTS. The Borrower has no
Subsidiaries other than those specifically disclosed in Schedule 5.13 (as such
schedule may be supplemented in writing from time to time). All such
Subsidiaries are, directly or indirectly, beneficially and of record,
wholly-owned by the Borrower. All of the outstanding Equity Interests in such
Subsidiaries have been validly issued, are fully paid and nonassessable and are
owned by the Borrower or a Subsidiary of the Borrower as shown in Schedule 5.13,
free and clear of all Liens. The Borrower has no equity investments in any other
corporation or entity other than those specifically disclosed in Schedule 5.13.
On the date of this Agreement, no Subsidiary that is not a Domestic Subsidiary
has, together with its Subsidiaries, consolidated assets in excess of 25% of the
total assets of the Borrower and its consolidated Subsidiaries, determined on a
consolidated basis. All of the outstanding Equity Interests in the Borrower have
been validly issued, and are fully paid and nonassessable.


                                      -56-
<PAGE>

         SECTION 5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY
HOLDING COMPANY ACT.

                  (a) The Borrower is not engaged and will not engage,
         principally or as one of its activities, in the business of purchasing
         or carrying margin stock (within the meaning of Regulation U issued by
         the FRB), or extending credit for the purpose of purchasing or carrying
         margin stock.

                  (b) Neither the Borrower nor any Subsidiary (i) is a "holding
         company," or a "subsidiary company" of a "holding company," or an
         "affiliate" of a "holding company" or of a "subsidiary company" of a
         "holding company," within the meaning of, or subject to regulation
         under, the Public Utility Holding Company Act of 1935, or (ii) is or is
         required to be registered as an "investment company", or subject to
         regulation, under the Investment Company Act of 1940.

         SECTION 5.15 DISCLOSURE. There is no fact known to the Borrower or any
of its Subsidiaries in respect of the Borrower and its Subsidiaries that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect and that has not been disclosed in the Loan Documents or
in a report, financial statement, exhibit, schedule, disclosure letter or other
writing furnished to the Administrative Agent and the Lenders for use in
connection with the transactions contemplated by the Loan Documents. No report,
financial statement, certificate or other information furnished (whether in
writing or orally) by or on behalf of any Loan Party to the Administrative Agent
or any Lender in connection with the transactions contemplated hereby and the
negotiation of this Agreement or delivered hereunder or under any other Loan
Document (in each case, as modified or supplemented by other information so
furnished), when taken as a whole, contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information, the Borrower
represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.

         SECTION 5.16 COMPLIANCE WITH LAWS. Each of the Borrower and each
Subsidiary is in compliance in all material respects with the requirements of
all Laws and all orders, writs, injunctions and decrees applicable to it or to
its properties, except in such instances in which (a) such requirement of Law or
order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure to comply
therewith, either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

         SECTION 5.17 INTELLECTUAL PROPERTY; LICENSES, ETC. The Borrower and its
Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and
other intellectual property rights (collectively, "IP Rights") that are
reasonably necessary for the operation of their respective businesses, without
conflict with the rights of any other Person, except to the extent that a
failure to do so could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect. To the best knowledge of the
Borrower, no slogan or other advertising device, product, process, method,
substance, part or other material now employed, or now contemplated to be
employed,


                                      -57-

<PAGE>

by the Borrower or any Subsidiary infringes upon any rights held by any other
Person. No claim or litigation regarding any of the foregoing is pending or, to
the best knowledge of the Borrower, threatened, which, either individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.

                                  ARTICLE VI.
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall, and shall (except in the
case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each
Subsidiary to:

         SECTION 6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent
and each Lender, in form and detail satisfactory to the Administrative Agent:

                  (a) as soon as available, but in any event within 120 days
         after the end of each fiscal year of the Borrower (commencing with the
         fiscal year ended December 31, 2005), a consolidated balance sheet of
         the Borrower and its Subsidiaries as at the end of such fiscal year,
         and the related consolidated statements of income or operations,
         shareholders' equity and cash flows for such fiscal year, setting forth
         in each case in comparative form the figures for the previous fiscal
         year, all in reasonable detail and prepared in accordance with GAAP,
         such consolidated statements to be audited and accompanied by (i) a
         report and opinion of a Registered Public Accounting Firm of nationally
         recognized standing reasonably acceptable to the Required Lenders,
         which report and opinion shall be prepared in accordance with generally
         accepted auditing standards and applicable Securities Laws and shall
         not be subject to any "going concern" or like qualification or
         exception or any qualification or exception as to the scope of such
         audit and (ii) an attestation report of such Registered Public
         Accounting Firm as to the Borrower's internal controls pursuant to
         Section 404 of Sarbanes-Oxley expressing a conclusion to which the
         Required Lenders do not reasonably object; and

                  (b) as soon as available, but in any event within 45 days
         after the end of each fiscal quarter of the Borrower (commencing with
         the fiscal quarter ended June 30, 2005), a consolidated balance sheet
         of the Borrower and its Subsidiaries as at the end of such fiscal
         quarter, and the related consolidated statements of income or
         operations, shareholders' equity and cash flows for such fiscal quarter
         and for the portion of the Borrower's fiscal year then ended, setting
         forth in each case in comparative form the figures for the
         corresponding fiscal quarter of the previous fiscal year and the
         corresponding portion of the previous fiscal year, all in reasonable
         detail, such consolidated statements to be certified by a Responsible
         Officer of the Borrower as fairly presenting the financial condition,
         results of operations, shareholders' equity and cash flows of the
         Borrower and its Subsidiaries at such date and for such period in
         accordance with GAAP, subject only to normal year-end audit adjustments
         and the absence of footnotes; and


                                      -58-
<PAGE>

                  (c) as soon as available, but in any event before the end of
         each fiscal year of the Borrower, forecasts prepared by management of
         the Borrower, in form reasonably satisfactory to the Administrative
         Agent and the Required Lenders, of consolidated balance sheets and
         statements of income or operations and EBITDA of the Borrower and its
         Subsidiaries on a quarterly basis for the immediately following fiscal
         year (including the fiscal year in which the Maturity Date occurs).

As to any information contained in materials furnished pursuant to Section
6.02(c), the Borrower shall not be separately required to furnish such
information under clauses (a) or (b) above, but the foregoing shall not be in
derogation of the obligation of the Borrower to furnish the information and
materials described in clauses (a) and (b) above at the times specified therein.

         SECTION 6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the
Administrative Agent and each Lender, in form and detail satisfactory to the
Administrative Agent and the Required Lenders:

                  (a) promptly after the same is available and by no later than
         December 31, 2005, a certificate of good standing for the Borrower from
         the Secretary of State of Delaware;

                  (b) concurrently with the delivery of the financial statements
         referred to in Sections 6.01(a) and (b) (commencing with the delivery
         of the financial statements for the fiscal quarter ended June 30,
         2005), a duly completed Compliance Certificate signed by a Responsible
         Officer of the Borrower;

                  (c) promptly after any request by the Administrative Agent or
         any Lender, copies of any detailed audit reports, management letters or
         recommendations submitted to the board of directors (or the audit
         committee of the board of directors) of the Borrower by independent
         accountants in connection with the accounts or books of the Borrower or
         any Subsidiary, or any audit of any of them;

                  (d) promptly after the same are available, copies of each
         annual report, proxy or financial statement or other report or
         communication sent to the stockholders of the Borrower, and copies of
         all annual, regular, periodic and special reports and registration
         statements that the Borrower files with the SEC under Section 13 or
         15(d) of the Securities Exchange Act of 1934, and not otherwise
         required to be delivered to the Administrative Agent pursuant hereto;

                  (e) promptly, and in any event within five Business Days after
         receipt thereof by any Loan Party or any Subsidiary thereof, copies of
         each notice or other correspondence received from the SEC (or
         comparable agency in any applicable non-U.S. jurisdiction) concerning
         any investigation or possible investigation or other inquiry by such
         agency regarding financial or other operational results of any Loan
         Party or any Subsidiary thereof; and

                  (f) promptly, such additional information regarding the
         business, financial or corporate affairs of the Borrower or any
         Subsidiary, or compliance with the terms of the


                                      -59-
<PAGE>

         Loan Documents, as the Administrative Agent or any Lender may from time
         to time reasonably request.

         Documents required to be delivered pursuant to Section 6.01(a) or (b)
or Section 6.02(d) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the Borrower's
website on the Internet at the website address listed on Schedule 10.02; or (ii)
on which such documents are posted on the Borrower's behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a governmental or commercial, third-party website or whether
sponsored by the Administrative Agent); provided that: (i) the Borrower shall
deliver paper copies of such documents on a case-by-case basis to the
Administrative Agent or any Lender requesting the same and (ii) the Borrower
shall notify the Administrative Agent and each Lender (by telecopier or
electronic mail) of the posting of any such documents and, if requested, provide
to the Administrative Agent by electronic mail electronic versions (i.e., soft
copies) of such documents. Notwithstanding anything contained herein, in every
instance the Borrower shall be required to provide paper copies of the
Compliance Certificates required by Section 6.02(b) to the Administrative Agent.
Except for such Compliance Certificates, the Administrative Agent shall have no
obligation to request the delivery or to maintain copies of the documents
referred to above, and in any event shall have no responsibility to monitor
compliance by the Borrower with any such request for delivery, and each Lender
shall be solely responsible for requesting delivery to it or maintaining its
copies of such documents.

         The Borrower hereby acknowledges that (a) the Administrative Agent
and/or the Arrangers will make available to the Lenders and the L/C Issuer
materials and/or information provided by or on behalf of the Borrower hereunder
(collectively, "Borrower Materials") by posting the Borrower Materials on
IntraLinks or another similar electronic system (the "Platform") and (b) certain
of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to
receive material non-public information with respect to the Borrower or its
securities) (each, a "Public Lender"). The Borrower hereby agrees that so long
as the Borrower is the issuer of any outstanding debt or equity securities that
are registered or issued pursuant to a private offering or is actively
contemplating issuing any such securities (w) all Borrower Materials that are to
be made available to Public Lenders shall be clearly and conspicuously marked
"PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear
prominently on the first page thereof; (x) by marking Borrower Materials
"PUBLIC," the Borrower shall be deemed to have authorized the Administrative
Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower
Materials as not containing any material non-public information with respect to
the Borrower or its securities for purposes of United States Federal and state
securities laws (provided, however, that to the extent such Borrower Materials
constitute Information, they shall be treated as set forth in Section 10.07);
(y) all Borrower Materials marked "PUBLIC" are permitted to be made available
through a portion of the Platform designated "Public Investor;" and (z) the
Administrative Agent and the Arrangers shall be entitled to treat any Borrower
Materials that are not marked "PUBLIC" as being suitable only for posting on a
portion of the Platform not designated "Public Investor."

         SECTION 6.03 NOTICES. Promptly notify the Administrative Agent and each
Lender:


                                      -60-
<PAGE>

                  (a) of the occurrence of any Default;

                  (b) of any matter that has resulted or could reasonably be
         expected to result in a Material Adverse Effect, including (i) breach
         or non-performance of, or any default under, a Contractual Obligation
         of the Borrower or any Subsidiary; (ii) any dispute, litigation,
         investigation, proceeding or suspension between the Borrower or any
         Subsidiary and any Governmental Authority; or (iii) the commencement
         of, or any material development in, any litigation or proceeding
         affecting the Borrower or any Subsidiary, including pursuant to any
         applicable Environmental Laws;

                  (c) of the occurrence of any ERISA Event;

                  (d) of any material change in accounting policies or financial
         reporting practices by the Borrower or any Subsidiary; and

                  (e) of the occurrence of any Internal Control Event; and

                  (f) of the execution of any offer, letter of intent or similar
         agreement or documentation in connection with any Permitted
         Acquisition.

         Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein and stating what action the Borrower has taken
and proposes to take with respect thereto. Each notice pursuant to Section
6.03(a) shall describe with particularity any and all provisions of this
Agreement and any other Loan Document that have been breached.

         SECTION 6.04 PAYMENT OF OBLIGATIONS. Pay and discharge before the same
shall become delinquent or in default, all its obligations and liabilities,
including (a) all tax liabilities, assessments and governmental charges or
levies upon it or its properties or assets, unless the same are being contested
in good faith by appropriate proceedings diligently conducted and adequate
reserves in accordance with GAAP are being maintained by the Borrower or such
Subsidiary; (b) all lawful claims that, if unpaid, would by law become a Lien
upon its property; and (c) all Indebtedness, as and when due and payable, but
subject to any subordination provisions contained in any instrument or agreement
evidencing such Indebtedness.

         SECTION 6.05 PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and
maintain in full force and effect its legal existence and good standing under
the Laws of the jurisdiction of its organization except in a transaction
permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain
all rights, privileges, permits, licenses and franchises necessary or desirable
in the normal conduct of its business, except to the extent that failure to do
so could not reasonably be expected to have a Material Adverse Effect; and (c)
preserve or renew all of its registered patents, trademarks, trade names and
service marks, the non-preservation of which could reasonably be expected to
have a Material Adverse Effect.

         SECTION 6.06 MAINTENANCE OF PROPERTIES. (a) Maintain, preserve and
protect all of its material properties and equipment necessary in the operation
of its business in good working order and condition, ordinary wear and tear
excepted; (b) make all necessary repairs thereto and renewals and replacements
thereof except where the failure to do so could not reasonably be


                                      -61-
<PAGE>

expected to have a Material Adverse Effect; and (c) use the standard of care
typical in the industry in the operation and maintenance of its facilities.

         SECTION 6.07 MAINTENANCE OF INSURANCE. Maintain with financially sound
and reputable insurance companies not Affiliates of the Borrower, insurance with
respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types, in such amounts and with such self-insurance and deductibles as
are customarily maintained under similar circumstances by such other Persons and
providing for not less than 30 days' prior notice to the Administrative Agent of
termination, lapse or cancellation of such insurance.

         SECTION 6.08 COMPLIANCE WITH LAWS. Comply in all material respects with
the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (b)
the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.

         SECTION 6.09 BOOKS AND RECORDS. (a) Maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Borrower or such Subsidiary, as the
case may be; and (b) maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over the Borrower or such Subsidiary, as the case may
be.

         SECTION 6.10 INSPECTION RIGHTS. Permit representatives and independent
contractors of the Administrative Agent and its designees to visit and inspect
any of its properties, to examine its corporate, financial and operating
records, and make copies thereof or abstracts therefrom, and to discuss its
affairs, finances and accounts with its directors, officers, and independent
public accountants, all at the expense of the Borrower and at such reasonable
times during normal business hours and as often as may be reasonably desired,
upon reasonable advance notice to the Borrower; provided, however, that when an
Event of Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Borrower at any time during normal business
hours and without advance notice.

         SECTION 6.11 USE OF PROCEEDS. Use the proceeds of the Credit Extensions
for general corporate purposes and Permitted Acquisitions of the Borrower, in
both instances not in contravention of any Law or of any Loan Document.

         SECTION 6.12 ADDITIONAL GUARANTORS. Notify the Administrative Agent,
promptly and in any event within 20 Business Days after the last day of the
Borrower's fiscal quarter in which any Person becomes a Material Domestic
Subsidiary, and cause such Person, within 30 Business Days after the last day of
the Borrower's fiscal quarter in which such Person becomes a Material Domestic
Subsidiary, to (a) become a Guarantor by executing and delivering to the
Administrative Agent a counterpart of the Guaranty or such other document as the
Administrative Agent shall deem appropriate for such purpose, and (b) deliver to
the


                                      -62-
<PAGE>

Administrative Agent documents of the types referred to in clauses (iii) and
(iv) of Section 4.01(a) and 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 in clause (a)), all in form,
content and scope reasonably satisfactory to the Administrative Agent.

         SECTION 6.13 DEPOSITORY, PAYROLL, OPERATING ACCOUNT. Maintain the
Borrower's primary depository, payroll and other operating bank deposit and
securities accounts with the Lenders, to the extent such accounts and services
rendered in connection therewith are of sufficient quality to meet the business
requirements of the Borrower and are priced within a reasonable level of the
then prevailing market rates for such accounts and services.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall not, nor shall it permit any
Subsidiary to, directly or indirectly:

         SECTION 7.01 LIENS. Create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following:

                  (a) Liens pursuant to any Loan Document;

                  (b) Liens existing on the date hereof and listed on Schedule
         7.01 and any renewals or extensions thereof, provided that (i) the
         property covered thereby is not changed, (ii) the amount secured or
         benefited thereby is not increased, (iii) the direct or any contingent
         obligor with respect thereto is not changed, and (iv) any renewal or
         extension of the obligations secured or benefited thereby is permitted
         by Section 7.03(b);

                  (c) Liens for taxes not yet due or which are being contested
         in good faith and by appropriate proceedings diligently conducted, if
         adequate reserves with respect thereto are maintained on the books of
         the applicable Person in accordance with GAAP;

                  (d) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens imposed by law in respect of property
         of the Borrower or any Subsidiary, arising in the ordinary course of
         business, and (i) which do not secure Indebtedness for borrowed money,
         (ii) which do not in the aggregate materially detract from the value of
         such property and do not materially impair the use thereof in the
         operation of the business of the Borrower and its Subsidiaries, and
         (iii) which are not overdue for a period of more than 60 days or which
         are being contested in good faith and by appropriate proceedings
         diligently conducted, if adequate reserves with respect thereto are
         maintained on the books of the applicable Person;

                  (e) pledges or deposits in the ordinary course of business in
         connection with workers' compensation, unemployment insurance and other
         social security legislation, other than any Lien imposed by ERISA;


                                      -63-
<PAGE>

                  (f) deposits to secure the performance of bids, trade
         contracts and leases (other than Indebtedness), statutory obligations,
         surety and appeal bonds, performance bonds and other obligations of a
         like nature incurred in the ordinary course of business;

                  (g) easements, rights-of-way, restrictions and other similar
         encumbrances affecting real property, and lessor's or lessee's liens in
         respect of real property or personal property leases entered into by
         the Borrower or any Subsidiary in the ordinary course of business and
         covering only assets located at or constituting a part of the property
         so leased, which, in the aggregate, are not substantial in amount, and
         which do not in any case materially detract from the value of the
         property subject thereto or materially interfere with the ordinary
         conduct of the business of the applicable Person;

                  (h) Liens securing judgments for the payment of money not
         constituting an Event of Default under Section 8.01(h); and

                  (i) Liens securing Indebtedness permitted under Section
         7.03(e); provided that (i) such Liens do not at any time encumber any
         property other than the property financed by such Indebtedness and (ii)
         the Indebtedness secured thereby does not exceed the cost or fair
         market value, whichever is lower, of the property being acquired on the
         date of acquisition;

                  (j) conditional mortgages and other similar Liens entered into
         by the Borrower or a Subsidiary in favor of their clients in the
         ordinary course of business to secure the performance by the Borrower
         or such Subsidiary of their respective contractual obligations arising
         from client sponsor transition of assets, client prepayments or client
         funding of construction and/or operating expenses; provided that in
         each case (i) any such Lien does not at any time encumber any property
         other than the property that is the subject of such contractual
         obligations, (ii) any such Lien secures only the obligations of the
         Borrower or such Subsidiary to the corresponding client in connection
         with such contractual obligations and (iii) any such client's recourse
         in respect of such contractual obligations is limited solely to the
         property subject to such Lien and such client does not have any other
         recourse to the Borrower, any Subsidiary or any of their properties in
         respect of any deficiency; and

                  (k) additional Liens securing Indebtedness of the Borrower or
         any Subsidiary up to but not exceeding $5,000,000 in the aggregate at
         any time.

         SECTION 7.02 INVESTMENTS. Make any Investments, except:

                  (a) Investments held by the Borrower or such Subsidiary in the
         form of Cash Equivalent Investments or short-term marketable debt
         securities;

                  (b) Reasonable advances to officers, directors and employees
         of the Borrower and Subsidiaries in the ordinary course of business for
         travel, entertainment, relocation and similar ordinary business
         purposes;

                  (c) (i) Investments of the Borrower in any Guarantor and
         Investments of any Guarantor in the Borrower or in another Guarantor
         and (ii) Investments of the Borrower


                                      -64-
<PAGE>

         and its Subsidiaries in Subsidiaries that are not Guarantors but are,
         directly or indirectly, wholly-owned by the Borrower;

                  (d) Investments consisting of extensions of credit in the
         nature of accounts receivable or notes receivable arising from the
         grant of trade credit in the ordinary course of business, and
         Investments received in satisfaction or partial satisfaction thereof
         from financially troubled account debtors to the extent reasonably
         necessary in order to prevent or limit loss;

                  (e) Guarantees permitted by Section 7.03;

                  (f) Investments in Permitted Acquisitions; and

                  (g) other Investments not exceeding $5,000,000 in the
         aggregate in any fiscal year of the Borrower.

         SECTION 7.03 INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness, except:

                  (a) Indebtedness under the Loan Documents;

                  (b) Indebtedness outstanding on the date hereof and listed on
         Schedule 7.03 and any refinancings, refundings, renewals or extensions
         thereof; provided that (i) the amount of such Indebtedness is not
         increased at the time of such refinancing, refunding, renewal or
         extension except by an amount equal to a reasonable premium or other
         reasonable amount paid, and fees and expenses reasonably incurred, in
         connection with such refinancing and by an amount equal to any existing
         commitments unutilized thereunder and (ii) the terms relating to
         principal amount, amortization, maturity, collateral (if any) and
         subordination (if any), and other material terms, taken as a whole, of
         any such refinancing, refunding, renewing or extending Indebtedness,
         and of any agreement entered into and of any instrument issued in
         connection therewith, are no less favorable in any material respect to
         the Loan Parties or the Lenders than the terms of the agreements or
         instruments governing the Indebtedness being refinanced, refunded,
         renewed or extended and the interest rate applicable to any such
         refinancing, refunding, renewing or extending Indebtedness does not
         exceed the then applicable market interest rate;

                  (c) Guarantees of the Borrower in respect of Indebtedness of
         any Guarantor otherwise permitted hereunder;

                  (d) obligations (contingent or otherwise) of the Borrower or
         any Subsidiary existing or arising under any Swap Contract, provided
         that (i) such obligations are (or were) entered into by such Person in
         the ordinary course of business for the purpose of directly mitigating
         risks associated with liabilities, commitments, investments, assets, or
         property held or reasonably anticipated by such Person, or changes in
         the value of securities issued by such Person, and not for purposes of
         speculation or taking a "market view;" and (ii) such Swap Contract does
         not contain any provision exonerating the non-


                                      -65-
<PAGE>

         defaulting party from its obligation to make payments on outstanding
         transactions to the defaulting party;

                  (e) Indebtedness in respect of capital leases, Synthetic Lease
         Obligations and purchase money obligations for fixed or capital assets
         within the limitations set forth in Section 7.01(i); provided, however,
         that the aggregate amount of all such Indebtedness at any one time
         outstanding shall not exceed $10,000,000;

                  (f) Indebtedness secured by Liens permitted under Section 7.01
         (j); and

                  (g) other Indebtedness of the Borrower or its Subsidiaries in
         an aggregate principal amount not to exceed $10,000,000 at any time
         outstanding.

         SECTION 7.04 FUNDAMENTAL CHANGES. Merge, dissolve, liquidate,
consolidate with or into another Person, or Dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to or in favor of any Person,
except that, so long as no Default exists or would result therefrom, and subject
to Section 6.12:

                  (a) any Subsidiary or other Person may merge with (i) the
         Borrower, provided that the Borrower shall be the continuing or
         surviving Person, or (ii) any one or more other Subsidiaries, provided
         that when any Guarantor is merging with another Subsidiary or other
         Person, the Guarantor shall be the continuing or surviving Person;

                  (b) any Subsidiary may Dispose of all or substantially all of
         its assets (upon voluntary liquidation or otherwise) to the Borrower or
         to another Subsidiary; provided that if the transferor in such a
         transaction is a Guarantor, then the transferee must either be the
         Borrower or a Guarantor;

                  (c) any Immaterial Subsidiary may liquidate or dissolve if (i)
         the Borrower determines in good faith that such liquidation or
         dissolution is in the best interests of the Borrower and is not
         materially disadvantageous to the Lenders and (ii) any corresponding
         Disposition is permitted under Section 7.05(a), (c), (f) or (g); and

                  (d) any Immaterial Subsidiary may be merged with another
         Person that is not a Material Domestic Subsidiary as the means by which
         a Disposition permitted by Section 7.05(f) is accomplished.

         SECTION 7.05 DISPOSITIONS. Make any Disposition or enter into any
agreement to make any Disposition, except:

                  (a) Dispositions of obsolete or worn out property, whether now
         owned or hereafter acquired, in the ordinary course of business;

                  (b) Dispositions of equipment or real property to the extent
         that (i) such property is exchanged for credit against the purchase
         price of replacement property or (ii) the proceeds of such Disposition
         are reasonably promptly applied to the purchase price of replacement
         property;


                                      -66-
<PAGE>

                  (c) Dispositions of property by the Borrower to any Guarantor;
         and Dispositions of property by any Subsidiary to the Borrower or to a
         wholly-owned Subsidiary; provided that if the transferor of such
         property is a Guarantor, the transferee thereof must either be the
         Borrower or a Guarantor;

                  (d) Dispositions permitted by Section 7.04;

                  (e) non-exclusive licenses of IP Rights in the ordinary course
         of business and substantially consistent with past practice for terms
         not exceeding five years;

                  (f) Dispositions by the Borrower and its Subsidiaries not
         otherwise permitted under this Section 7.05; provided that (i) at the
         time of such Disposition, no Default shall exist or would result from
         such Disposition and (ii) the aggregate book value of all property
         Disposed of in reliance on this clause (f) in any fiscal year shall not
         exceed an amount equal to 5% of the consolidated assets of the Borrower
         and its Subsidiaries as of the end of the preceding fiscal year; and

                  (g) Closures of child care facilities by the Borrower or any
         Subsidiary in the exercise of the Borrower's good faith business
         judgment.

provided, however, that any Disposition pursuant to clauses (b) through (f)
shall be in compliance with (if and to the extent applicable) Section 7.08.

         SECTION 7.06 RESTRICTED PAYMENTS. Declare or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except that, so long as no Default shall have occurred and
be continuing at the time of any action described below or would result
therefrom:

                  (a) each Subsidiary may make Restricted Payments to the
         Borrower, the Guarantors and any other Person that owns an Equity
         Interest in such Subsidiary, ratably according to their respective
         holdings of the type of Equity Interest in respect of which such
         Restricted Payment is being made;

                  (b) the Borrower and each Subsidiary may declare and make
         dividend payments or other distributions payable solely in the common
         stock or other common Equity Interests of such Person;

                  (c) the Borrower and each Subsidiary may purchase, redeem or
         otherwise acquire Equity Interests issued by it with the proceeds
         received from the substantially concurrent issue of new shares of its
         common stock or other common Equity Interests;

                  (d) the Borrower may declare and pay cash dividends or other
         distributions to its stockholders; and

                  (e) the Borrower may purchase, redeem or otherwise acquire for
         cash Equity Interests issued by it.


                                      -67-
<PAGE>

         SECTION 7.07 CHANGE IN NATURE OF BUSINESS. Engage in any material line
of business substantially different from those lines of business conducted by
the Borrower and its Subsidiaries on the date hereof or any business reasonably
related or incidental thereto.

         SECTION 7.08 TRANSACTIONS WITH AFFILIATES. Enter into any transaction
of any kind with any Affiliate of the Borrower, whether or not in the ordinary
course of business, other than on fair and reasonable terms substantially as
favorable to the Borrower or such Subsidiary as would be obtainable by the
Borrower or such Subsidiary at the time in a comparable arm's length transaction
with a Person other than an Affiliate.

         SECTION 7.09 BURDENSOME AGREEMENTS; NEGATIVE PLEDGE. Enter into any
Contractual Obligation (other than this Agreement or any other Loan Document)
that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to
the Borrower or any Guarantor or otherwise to transfer property to the Borrower
or any Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of the
Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or
suffer to exist Liens on property of such Person; provided, however, that this
clause (iii) shall not prohibit any negative pledge incurred or provided in
favor of any holder of Indebtedness permitted under Section 7.03(e) solely to
the extent any such negative pledge relates to the property financed by or the
subject of such Indebtedness; or (b) requires the grant of a Lien to secure an
obligation of such Person if a Lien is granted to secure another obligation of
such Person.

         SECTION 7.10 USE OF PROCEEDS. Use the proceeds of any Credit Extension,
whether directly or indirectly, and whether immediately, incidentally or
ultimately, for any purpose that entails a violation of any of the regulations
of the FRB, including Regulation U.

         SECTION 7.11 FINANCIAL COVENANTS.

                  (a) Consolidated Leverage Ratio. Permit the Consolidated
         Leverage Ratio as of the end of any fiscal quarter of the Borrower to
         be greater than 2.50:1.00.

                  (b) Consolidated Debt Service Coverage Ratio. Permit the
         Consolidated Debt Service Coverage Ratio as of the end of any fiscal
         quarter of the Borrower to be less than 1.50:1.00.

                  (c) Shareholders' Equity. Permit Shareholders' Equity at any
         time to be less than $100,000,000.



                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

         SECTION 8.01 EVENTS OF DEFAULT. Any of the following shall constitute
an Event of Default:

                  (a) Non-Payment. The Borrower or any other Loan Party fails to
         pay (i) when and as required to be paid herein, any amount of principal
         of any Loan or any L/C


                                      -68-
<PAGE>

         Obligation, or (ii) within three Business Days after the same becomes
         due, any interest on any Loan or on any L/C Obligation, or any fee due
         hereunder, or (iii) within three Business Days after the same becomes
         due, any other amount payable hereunder or under any other Loan
         Document; or

                  (b) Specific Covenants. The Borrower fails to perform or
         observe any term, covenant or agreement contained in any of Section
         6.01, 6.02, 6.03, 6.05(a), 6.10, 6.11 or 6.12 or Article VII; or

                  (c) Other Defaults. Any Loan Party fails to perform or observe
         any other covenant or agreement (not specified in subsection (a) or (b)
         above) contained in any Loan Document on its part to be performed or
         observed and such failure continues for 30 days ; or

                  (d) Representations and Warranties. Any representation,
         warranty, certification or statement of fact made or deemed made by or
         on behalf of the Borrower or any other Loan Party herein, in any other
         Loan Document, or in any document delivered in connection herewith or
         therewith shall be incorrect or misleading when made or deemed made; or

                  (e) Cross-Default. (i) The Borrower or any Subsidiary (A)
         fails to make any payment when due (whether by scheduled maturity,
         required prepayment, acceleration, demand, or otherwise) in respect of
         any Indebtedness or Guarantee (other than Indebtedness hereunder and
         Indebtedness under Swap Contracts) having an aggregate principal amount
         (including undrawn committed or available amounts and including amounts
         owing to all creditors under any combined or syndicated credit
         arrangement) of more than the Threshold Amount, or (B) fails to observe
         or perform any other agreement or condition relating to any such
         Indebtedness or Guarantee or contained in any instrument or agreement
         evidencing, securing or relating thereto, or any other event occurs,
         the effect of which default or other event is to cause, or to permit
         the holder or holders of such Indebtedness or the beneficiary or
         beneficiaries of such Guarantee (or a trustee or agent on behalf of
         such holder or holders or beneficiary or beneficiaries) to cause, with
         the giving of notice if required, such Indebtedness to be demanded or
         to become due or to be repurchased, prepaid, defeased or redeemed
         (automatically or otherwise), or an offer to repurchase, prepay,
         defease or redeem such Indebtedness to be made, prior to its stated
         maturity, or such Guarantee to become payable or cash collateral in
         respect thereof to be demanded; or (ii) there occurs under any Swap
         Contract an Early Termination Date (as defined in such Swap Contract)
         resulting from (A) any event of default under such Swap Contract as to
         which the Borrower or any Subsidiary is the Defaulting Party (as
         defined in such Swap Contract) or (B) any Termination Event (as so
         defined) under such Swap Contract as to which the Borrower or any
         Subsidiary is an Affected Party (as so defined) and, in either event,
         the Swap Termination Value owed by the Borrower or such Subsidiary as a
         result thereof is greater than the Threshold Amount; or

                  (f) Insolvency Proceedings, Etc. Any Loan Party or any of its
         Subsidiaries institutes or consents to the institution of any
         proceeding under any Debtor Relief Law, or


                                      -69-
<PAGE>

         makes an assignment for the benefit of creditors; or applies for or
         consents to the appointment of any receiver, trustee, custodian,
         conservator, liquidator, rehabilitator or similar officer for it or for
         all or any material part of its property; or any receiver, trustee,
         custodian, conservator, liquidator, rehabilitator or similar officer is
         appointed without the application or consent of such Person and the
         appointment continues undischarged or unstayed for 60 calendar days; or
         any proceeding under any Debtor Relief Law relating to any such Person
         or to all or any material part of its property is instituted without
         the consent of such Person and continues undismissed or unstayed for 60
         calendar days, or an order for relief is entered in any such
         proceeding; or

                  (g) Inability to Pay Debts; Attachment. (i) The Borrower or
         any Subsidiary becomes unable or admits in writing its inability or
         fails generally to pay its debts as they become due, or (ii) any writ
         or warrant of attachment or execution or similar process is issued or
         levied against all or any material part of the property of any such
         Person and is not released, vacated or fully bonded within 30 days
         after its issue or levy; or

                  (h) Judgments. There is entered against the Borrower or any
         Subsidiary (i) a final judgment or order for the payment of money in an
         aggregate amount exceeding $1,000,000 (to the extent enforcement of
         such judgment is not stayed by judicial order within 90 days or such
         judgment is not covered by independent third-party insurance as to
         which the insurer does not dispute coverage), or (ii) any one or more
         non-monetary final judgments that have, or could reasonably be expected
         to have, individually or in the aggregate, a Material Adverse Effect
         and, in either case, (A) enforcement proceedings are commenced by any
         creditor upon such judgment or order, or (B) there is a period of 20
         consecutive days during which a stay of enforcement of such judgment,
         by reason of a pending appeal or otherwise, is not in effect; or

                  (i) ERISA. (i) An ERISA Event occurs with respect to a Pension
         Plan or Multiemployer Plan which has resulted or could reasonably be
         expected to result in liability of the Borrower under Title IV of ERISA
         to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
         amount in excess of the Threshold Amount, or (ii) the Borrower or any
         ERISA Affiliate fails to pay when due, after the expiration of any
         applicable grace period, any installment payment with respect to its
         withdrawal liability under Section 4201 of ERISA under a Multiemployer
         Plan in an aggregate amount in excess of the Threshold Amount; or

                  (j) Invalidity of Loan Documents. Any provision of any Loan
         Document, at any time after its execution and delivery and for any
         reason other than as expressly permitted hereunder or thereunder or
         satisfaction in full of all the Obligations, ceases to be in full force
         and effect; or any Loan Party or any other Person contests in any
         manner the validity or enforceability of any provision of any Loan
         Document; or any Loan Party denies that it has any or further liability
         or obligation under any Loan Document, or purports to revoke, terminate
         or rescind any provision of any Loan Document; or

                  (k) Change of Management. There occurs any Change of
         Management.


                                      -70-
<PAGE>

         SECTION 8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default
occurs and is continuing, the Administrative Agent shall, at the request of, or
may, with the consent of, the Required Lenders, take any or all of the following
actions:

                  (a) declare the commitment of each Lender to make Loans and
         any obligation of the L/C Issuer to make L/C Credit Extensions to be
         terminated, whereupon such commitments and obligation shall be
         terminated;

                  (b) declare the unpaid principal amount of all outstanding
         Loans, all interest accrued and unpaid thereon, and all other amounts
         owing or payable hereunder or under any other Loan Document to be
         immediately due and payable, without presentment, demand, protest or
         other notice of any kind, all of which are hereby expressly waived by
         the Borrower;

                  (c) require that the Borrower Cash Collateralize the L/C
         Obligations (in an amount equal to the then Outstanding Amount
         thereof); and

                  (d) exercise on behalf of itself and the Lenders all rights
         and remedies available to it and the Lenders under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

         SECTION 8.03 APPLICATION OF FUNDS. After the exercise of remedies
provided for in Section 8.02 (or after the Loans have automatically become
immediately due and payable and the L/C Obligations have automatically been
required to be Cash Collateralized as set forth in the proviso to Section 8.02),
any amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:

         First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable under
Article III) payable to the Administrative Agent in its capacity as such;

         Second, to payment of that portion of the Obligations constituting
fees, indemnities and other amounts (other than principal, interest and Letter
of Credit Fees) payable to the Lenders and the L/C Issuer (including fees,
charges and disbursements of counsel to the respective Lenders and the L/C
Issuer and amounts payable under Article III), ratably among them in proportion
to the respective amounts described in this clause Second payable to them;

         Third, to payment of that portion of the Obligations constituting
accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C
Borrowings and other Obligations, ratably


                                      -71-

<PAGE>

among the Lenders and the L/C Issuer in proportion to the respective amounts
described in this clause Third payable to them;

         Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and
the L/C Issuer in proportion to the respective amounts described in this clause
Fourth held by them;

         Fifth, to the Administrative Agent for the account of the L/C Issuer,
to Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit;

         Sixth, to the Administrative Agent for the account of any Lender or
Affiliate of any Lender party to a Swap Contract with the Borrower, to Cash
Collateralize all Obligations of the Borrower under such Swap Contract; and

         Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.04(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

                                  ARTICLE IX.
                              ADMINISTRATIVE AGENT

         SECTION 9.01 APPOINTMENT AND AUTHORITY. Each of the Lenders and the L/C
Issuer hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto. The provisions of this Article are solely for the benefit of the
Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower
nor any other Loan Party shall have rights as a third party beneficiary of any
of such provisions.

         SECTION 9.02 RIGHTS AS A LENDER. The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it
were not the Administrative Agent and the term "Lender" or "Lenders" shall,
unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its
individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of business with the Borrower or any
Subsidiary or other Affiliate thereof as if such Person were not the
Administrative Agent hereunder and without any duty to account therefor to the
Lenders.

         SECTION 9.03 EXCULPATORY PROVISIONS. The Administrative Agent shall not
have any duties or obligations except those expressly set forth herein and in
the other Loan Documents. Without limiting the generality of the foregoing, the
Administrative Agent:


                                      -72-
<PAGE>

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

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

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

         The Administrative Agent shall not be liable for any action taken or
not taken by it (i) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as
the Administrative Agent shall believe in good faith shall be necessary, under
the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence
of its own gross negligence or willful misconduct. The Administrative Agent
shall be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrower, a
Lender or the L/C Issuer.

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

         SECTION 9.04 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent
shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document
or other writing (including any electronic message, Internet or intranet website
posting or other distribution) believed by it to be genuine and to have been
signed, sent or otherwise authenticated by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Loan, or the issuance of a Letter of Credit, that
by its terms must be fulfilled to the satisfaction of a Lender or the L/C
Issuer, the Administrative Agent may presume that such condition is


                                      -73-
<PAGE>

satisfactory to such Lender or the L/C Issuer unless the Administrative Agent
shall have received notice to the contrary from such Lender or the L/C Issuer
prior to the making of such Loan or the issuance of such Letter of Credit. The
Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.

         SECTION 9.05 DELEGATION OF DUTIES. The Administrative Agent may perform
any and all of its duties and exercise its rights and powers hereunder or under
any other Loan Document by or through any one or more sub-agents appointed by
the Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this
Article shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

         SECTION 9.06 RESIGNATION OF ADMINISTRATIVE AGENT. The Administrative
Agent may at any time give notice of its resignation to the Lenders, the L/C
Issuer and the Borrower. Upon receipt of any such notice of resignation, the
Required Lenders shall have the right, with (so long as no Default has occurred
and is continuing) the consent (not to be unreasonably withheld or delayed) of
the Borrower, to appoint a successor, which shall be a bank with an office in
the United States, or an Affiliate of any such bank with an office in the United
States. If no such successor shall have been so appointed and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may on
behalf of the Lenders and the L/C Issuer, appoint a successor Administrative
Agent meeting the qualifications set forth above; provided that if the
Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders or
the L/C Issuer under any of the Loan Documents, the retiring Administrative
Agent shall continue to hold such collateral security until such time as a
successor Administrative Agent is appointed) and (2) all payments,
communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and the L/C
Issuer directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section. Upon the acceptance
of a successor's appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents (if not already discharged therefrom
as provided above in this Section). The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor.
After the retiring Administrative Agent's resignation hereunder and under the
other Loan Documents, the provisions of this Article and Section 10.04 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub agents and their respective Related Parties


                                      -74-
<PAGE>

in respect of any actions taken or omitted to be taken by any of them while the
retiring Administrative Agent was acting as Administrative Agent.

         Any resignation by Bank of America as Administrative Agent pursuant to
this Section shall also constitute its resignation as L/C Issuer and Swing Line
Lender. Upon the acceptance of a successor's appointment as Administrative Agent
hereunder, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line
Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged
from all of their respective duties and obligations hereunder or under the other
Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit
in substitution for the Letters of Credit, if any, outstanding at the time of
such succession or make other arrangements satisfactory to the retiring L/C
Issuer to effectively assume the obligations of the retiring L/C Issuer with
respect to such Letters of Credit.

         SECTION 9.07 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.
Each Lender and the L/C Issuer acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and the L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

         SECTION 9.08 NO OTHER DUTIES, ETC. Anything herein to the contrary
notwithstanding, none of the Book Managers or Arrangers listed on the cover page
hereof shall have any powers, duties or responsibilities under this Agreement or
any of the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, a Lender or the L/C Issuer hereunder.

         SECTION 9.09 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or otherwise

                  (a) to file and prove a claim for the whole amount of the
         principal and interest owing and unpaid in respect of the Loans, L/C
         Obligations and all other Obligations that are owing and unpaid and to
         file such other documents as may be necessary or advisable in order to
         have the claims of the Lenders, the L/C Issuer and the Administrative
         Agent (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Lenders, the L/C Issuer and the
         Administrative Agent and their respective agents and counsel and all
         other amounts due the Lenders, the L/C Issuer and the Administrative
         Agent under Sections 2.04(i) and (j), 2.10 and 10.04) allowed in such
         judicial proceeding; and


                                      -75-
<PAGE>

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender and the L/C Issuer to make such payments to the Administrative Agent
and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.10
and 10.04.

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

         SECTION 9.10 GUARANTY MATTERS. The Lenders and the L/C Issuer
irrevocably authorize the Administrative Agent, at its option and in its
discretion, to release any Guarantor from its obligations under the Guaranty if
such Person ceases to be a Subsidiary as a result of a transaction permitted
hereunder. Upon request by the Administrative Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent's authority to release
any Guarantor from its obligations under the Guaranty pursuant to this Section
9.10.

                                   ARTICLE X.
                                  MISCELLANEOUS

         SECTION 10.01 AMENDMENTS, ETC. No amendment or waiver of any provision
of this Agreement or any other Loan Document, and no consent to any departure by
the Borrower or any other Loan Party therefrom, shall be effective unless in
writing signed by the Required Lenders and the Borrower or the applicable Loan
Party, as the case may be, and acknowledged by the Administrative Agent, and
each such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given; provided, however, that no such
amendment, waiver or consent shall:

                  (a) waive any condition set forth in Section 4.01(a) without
         the written consent of each Lender;

                  (b) extend or increase the Commitment of any Lender (or
         reinstate any Commitment terminated pursuant to Section 8.02) without
         the written consent of such Lender;

                  (c) postpone any date fixed by this Agreement or any other
         Loan Document for any payment or mandatory prepayment of principal,
         interest, fees or other amounts due to the Lenders (or any of them) or
         any mandatory reduction of the Aggregate Commitments hereunder or under
         any other Loan Document without the written consent of each Lender
         directly affected thereby;


                                      -76-
<PAGE>

                  (d) reduce the principal of, or the rate of interest specified
         herein on, any Loan or L/C Borrowing, or any fees or other amounts
         payable hereunder or under any other Loan Document without the written
         consent of each Lender directly affected thereby; provided, however,
         that only the consent of the Required Lenders shall be necessary (i) to
         amend the definition of "Default Rate" or to waive any obligation of
         the Borrower to pay interest or Letter of Credit Fees at the Default
         Rate or (ii) to amend any financial covenant hereunder (or any defined
         term used therein) even if the effect of such amendment would be to
         reduce the rate of interest on any Loan or L/C Borrowing or to reduce
         any fee payable hereunder ;

                  (e) change Section 2.14 or Section 8.03 in a manner that would
         alter the pro rata sharing of payments required thereby without the
         written consent of each Lender;

                  (f) change any provision of this Section or the definition of
         "Required Lenders" or any other provision hereof specifying the number
         or percentage of Lenders required to amend, waive or otherwise modify
         any rights hereunder or make any determination or grant any consent
         hereunder, without the written consent of each Lender; or

                  (g) release all or substantially all of the value of the
         Guaranty (except in accordance with Section 9.10) without the written
         consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer as such under this Agreement or
any Issuer Document relating to any Letter of Credit issued or to be issued by
it; (ii) no amendment, waiver or consent shall, unless in writing and signed by
the Swing Line Lender in addition to the Lenders required above, affect the
rights or duties of the Swing Line Lender as such under this Agreement; and
(iii) no amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent as such under this Agreement or any
other Loan Document. Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not
be increased or extended without the consent of such Lender.

         SECTION 10.02 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.

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


                                      -77-
<PAGE>

                           (i) if to the Borrower, the Administrative Agent, the
                  L/C Issuer or the Swing Line Lender, to the address,
                  telecopier number, electronic mail address or telephone number
                  specified for such Person on Schedule 10.02;

                           (ii) if to any other Lender, to the address,
                  telecopier number, electronic mail address or telephone number
                  specified in its Administrative Questionnaire; and

                           (iii) if such notice relates to Agency Servicing,
                  wire instructions, Agency Management or any L/C Credit
                  Extension, to the applicable Person, address, telecopier
                  number, electronic mail address or telephone number specified
                  on Schedule 10.02.

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

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

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

                  (c) The Platform. THE PLATFORM IS PROVIDED "AS IS" AND "AS
         AVAILABLE." THE AGENT PARTIES (AS DEFINED BELOW) DO NOT



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<PAGE>

         WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE
         ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS
         IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND,
         EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
         MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF
         THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS
         MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR
         THE PLATFORM. In no event shall the Administrative Agent or any of its
         Related Parties (collectively, the "Agent Parties") have any liability
         to the Borrower, any Lender, the L/C Issuer or any other Person for
         losses, claims, damages, liabilities or expenses of any kind (whether
         in tort, contract or otherwise) arising out of the Borrower's or the
         Administrative Agent's transmission of Borrower Materials through the
         Internet, except to the extent that such losses, claims, damages,
         liabilities or expenses are determined by a court of competent
         jurisdiction by a final and nonappealable judgment to have resulted
         from the gross negligence or willful misconduct of such Agent Party;
         provided, however, that in no event shall any Agent Party have any
         liability to the Borrower, any Lender, the L/C Issuer or any other
         Person for indirect, special, incidental, consequential or punitive
         damages (as opposed to direct or actual damages).

                  (d) Change of Address, Etc. Each of the Borrower, the
         Administrative Agent, the L/C Issuer and the Swing Line Lender may
         change its address, electronic mail address, telecopier or telephone
         number for notices and other communications hereunder by notice to the
         other parties hereto. Each other Lender may change its address,
         electronic mail address, telecopier or telephone number for notices and
         other communications hereunder by notice to the Borrower, the
         Administrative Agent, the L/C Issuer and the Swing Line Lender. In
         addition, each Lender agrees to notify the Administrative Agent from
         time to time to ensure that the Administrative Agent has on record (i)
         an effective address, contact name, telephone number, telecopier number
         and electronic mail address to which notices and other communications
         may be sent and (ii) accurate wire instructions for such Lender.

                  (e) Reliance by Administrative Agent, L/C Issuer and Lenders.
         The Administrative Agent, the L/C Issuer and the Lenders shall be
         entitled to rely and act upon any notices (including telephonic
         Committed Loan Notices and Swing Line Loan Notices) purportedly given
         by or on behalf of the Borrower even if (i) such notices were not made
         in a manner specified herein, were incomplete or were not preceded or
         followed by any other form of notice specified herein, or (ii) the
         terms thereof, as understood by the recipient, varied from any
         confirmation thereof. The Borrower shall indemnify the Administrative
         Agent, the L/C Issuer, each Lender and the Related Parties of each of
         them from all losses, costs, expenses and liabilities resulting from
         the reliance by such Person on each notice purportedly given by or on
         behalf of the Borrower. All telephonic notices to and other telephonic
         communications with the Administrative Agent may be recorded by the
         Administrative Agent, and each of the parties hereto hereby consents to
         such recording.


                                      -79-
<PAGE>

         SECTION 10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender,
the L/C Issuer or the Administrative Agent to exercise, and no delay by any such
Person in exercising, any right, remedy, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

         SECTION 10.04 EXPENSES; INDEMNITY; DAMAGE WAIVER.

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

                  (b) Indemnification by the Borrower. The Borrower shall
         indemnify the Administrative Agent (and any sub-agent thereof), each
         Lender and the L/C Issuer, and each Related Party of any of the
         foregoing Persons (each such Person being called an "Indemnitee")
         against, and hold each Indemnitee harmless from, any and all losses,
         claims, damages, liabilities and related expenses (including the fees,
         charges and disbursements of any counsel for any Indemnitee), and shall
         indemnify and hold harmless each Indemnitee from all fees and time
         charges and disbursements for attorneys who may be employees of any
         Indemnitee, incurred by any Indemnitee or asserted against any
         Indemnitee by any third party or by the Borrower or any other Loan
         Party arising out of, in connection with, or as a result of (i) the
         execution or delivery of this Agreement, any other Loan Document or any
         agreement or instrument contemplated hereby or thereby, the performance
         by the parties hereto of their respective obligations hereunder or
         thereunder, the consummation of the transactions contemplated hereby or
         thereby, or, in the case of the Administrative Agent (and any sub-agent
         thereof) and its Related Parties only, the administration of this
         Agreement and the other Loan Documents, (ii) any Loan or Letter of
         Credit or the use or proposed use of the proceeds therefrom (including
         any refusal by the L/C Issuer to honor a demand for payment under a
         Letter of Credit if the


                                      -80-

<PAGE>

         documents presented in connection with such demand do not strictly
         comply with the terms of such Letter of Credit), (iii) any actual or
         alleged presence or release of Hazardous Materials on or from any
         property owned or operated by the Borrower or any of its Subsidiaries,
         or any Environmental Liability related in any way to the Borrower or
         any of its Subsidiaries, or (iv) any actual or prospective claim,
         litigation, investigation or proceeding relating to any of the
         foregoing, whether based on contract, tort or any other theory, whether
         brought by a third party or by the Borrower or any other Loan Party,
         and regardless of whether any Indemnitee is a party thereto, in all
         cases, whether or not caused by or arising, in whole or in part, out of
         the comparative, contributory or sole negligence of the Indemnitee;
         provided that such indemnity shall not, as to any Indemnitee, be
         available to the extent that such losses, claims, damages, liabilities
         or related expenses (x) are determined by a court of competent
         jurisdiction by final and nonappealable judgment to have resulted from
         the gross negligence or willful misconduct of such Indemnitee or (y)
         result from a claim brought by the Borrower or any other Loan Party
         against an Indemnitee for breach in bad faith of such Indemnitee's
         obligations hereunder or under any other Loan Document, if the Borrower
         or such Loan Party has obtained a final and nonappealable judgment in
         its favor on such claim as determined by a court of competent
         jurisdiction.

                  (c) Reimbursement by Lenders. To the extent that the Borrower
         for any reason fails to indefeasibly pay any amount required under
         subsection (a) or (b) of this Section to be paid by it to the
         Administrative Agent (or any sub-agent thereof), the L/C Issuer or any
         Related Party of any of the foregoing, each Lender severally agrees to
         pay to the Administrative Agent (or any such sub-agent), the L/C Issuer
         or such Related Party, as the case may be, such Lender's Applicable
         Percentage (determined as of the time that the applicable unreimbursed
         expense or indemnity payment is sought) of such unpaid amount, provided
         that the unreimbursed expense or indemnified loss, claim, damage,
         liability or related expense, as the case may be, was incurred by or
         asserted against the Administrative Agent (or any such sub-agent) or
         the L/C Issuer in its capacity as such, or against any Related Party of
         any of the foregoing acting for the Administrative Agent (or any such
         sub-agent) or L/C Issuer in connection with such capacity. The
         obligations of the Lenders under this subsection (c) are subject to the
         provisions of Section 2.12(d).

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


                                      -81-
<PAGE>

                  (e) Payments. All amounts due under this Section shall be
         payable not later than ten Business Days after demand therefor.

                  (f) Survival. The agreements in this Section shall survive the
         resignation of the Administrative Agent and the L/C Issuer, the
         replacement of any Lender, the termination of the Aggregate Commitments
         and the repayment, satisfaction or discharge of all the other
         Obligations.

         SECTION 10.05 PAYMENTS SET ASIDE. To the extent that any payment by or
on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or
any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises
its right of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the
Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b) each Lender
and the L/C Issuer severally agrees to pay to the Administrative Agent upon
demand its applicable share (without duplication) of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to the
Federal Funds Rate from time to time in effect. The obligations of the Lenders
and the L/C Issuer under clause (b) of the preceding sentence shall survive the
payment in full of the Obligations and the termination of this Agreement.

         SECTION 10.06 SUCCESSORS AND ASSIGNS.

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

                  (b) Assignments by Lenders. Any Lender may at any time assign
         to one or more Eligible Assignees all or a portion of its rights and
         obligations under this


                                      -82-

<PAGE>

         Agreement (including all or a portion of its Commitment and the Loans
         (including for purposes of this subsection (b), participations in L/C
         Obligations and in Swing Line Loans) at the time owing to it); provided
         that

                           (i) except in the case of an assignment of the entire
                  remaining amount of the assigning Lender's Commitment and the
                  Loans at the time owing to it or in the case of an assignment
                  to a Lender or an Affiliate of a Lender or an Approved Fund
                  with respect to a Lender, the aggregate amount of the
                  Commitment (which for this purpose includes Loans outstanding
                  thereunder) or, if the Commitment is not then in effect, the
                  principal outstanding balance of the Loans of the assigning
                  Lender subject to each such assignment, determined as of the
                  date the Assignment and Assumption with respect to such
                  assignment is delivered to the Administrative Agent or, if
                  "Trade Date" is specified in the Assignment and Assumption, as
                  of the Trade Date, shall not be less than $5,000,000 unless
                  each of the Administrative Agent and, so long as no Event of
                  Default has occurred and is continuing, the Borrower otherwise
                  consents (each such consent not to be unreasonably withheld or
                  delayed); provided, however, that concurrent assignments to
                  members of an Assignee Group and concurrent assignments from
                  members of an Assignee Group to a single Eligible Assignee (or
                  to an Eligible Assignee and members of its Assignee Group)
                  will be treated as a single assignment for purposes of
                  determining whether such minimum amount has been met;

                           (ii) each partial assignment shall be made as an
                  assignment of a proportionate part of all the assigning
                  Lender's rights and obligations under this Agreement with
                  respect to the Loans or the Commitment assigned, except that
                  this clause (ii) shall not apply to rights in respect of Swing
                  Line Loans;

                           (iii) any assignment of a Commitment must be approved
                  by the Administrative Agent, the L/C Issuer and the Swing Line
                  Lender unless the Person that is the proposed assignee is
                  itself a Lender (whether or not the proposed assignee would
                  otherwise qualify as an Eligible Assignee); and

                           (iv) the parties to each assignment shall execute and
                  deliver to the Administrative Agent an Assignment and
                  Assumption, together with a processing and recordation fee in
                  the amount, if any, required as set forth in Schedule 10.06,
                  and the Eligible Assignee, if it shall not be a Lender, shall
                  deliver to the Administrative Agent an Administrative
                  Questionnaire.

         Subject to acceptance and recording thereof by the Administrative Agent
         pursuant to subsection (c) of this Section, from and after the
         effective date specified in each Assignment and Assumption, the
         Eligible Assignee thereunder shall be a party to this Agreement and, to
         the extent of the interest assigned by such Assignment and Assumption,
         have the rights and obligations of a Lender under this Agreement, and
         the assigning Lender thereunder shall, to the extent of the interest
         assigned by such Assignment and Assumption, be released from its
         obligations under this Agreement (and, in the case of an Assignment and
         Assumption covering all of the assigning Lender's


                                      -83-
<PAGE>

         rights and obligations under this Agreement, such Lender shall cease to
         be a party hereto) but shall continue to be entitled to the benefits of
         Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and
         circumstances occurring prior to the effective date of such assignment.
         Upon request, the Borrower (at its expense) shall execute and deliver a
         Note to the assignee Lender. Any assignment or transfer by a Lender of
         rights or obligations under this Agreement that does not comply with
         this subsection shall be treated for purposes of this Agreement as a
         sale by such Lender of a participation in such rights and obligations
         in accordance with subsection (d) of this Section.

                  (c) Register. The Administrative Agent, acting solely for this
         purpose as an agent of the Borrower, shall maintain at the
         Administrative Agent's Office a copy of each Assignment and Assumption
         delivered to it and a register for the recordation of the names and
         addresses of the Lenders, and the Commitments of, and principal amounts
         of the Loans and L/C 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 Borrower, the Administrative
         Agent and the Lenders may treat each Person whose name is recorded in
         the Register pursuant to the terms hereof as a Lender hereunder for all
         purposes of this Agreement, notwithstanding notice to the contrary. The
         Register shall be available for inspection by each of the Borrower and
         the L/C Issuer at any reasonable time and from time to time upon
         reasonable prior notice. In addition, at any time that a request for a
         consent for a material or substantive change to the Loan Documents is
         pending, any Lender may request and receive from the Administrative
         Agent a copy of the Register.

                  (d) Participations. Any Lender may at any time, without the
         consent of, or notice to, the Borrower or the Administrative Agent,
         sell participations to any Person (other than a natural person or the
         Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a
         "Participant") in all or a portion of such Lender's rights and/or
         obligations under this Agreement (including all or a portion of its
         Commitment and/or the Loans (including such Lender's participations in
         L/C Obligations and/or Swing Line Loans) owing to it); provided that
         (i) such Lender's obligations under this Agreement shall remain
         unchanged, (ii) such Lender shall remain solely responsible to the
         other parties hereto for the performance of such obligations and (iii)
         the Borrower, the Administrative Agent, the Lenders and the L/C Issuer
         shall continue to deal solely and directly with such Lender in
         connection with such Lender's rights and obligations under this
         Agreement.

         Any agreement or instrument pursuant to which a Lender sells such a
         participation shall provide that such Lender shall retain the sole
         right to enforce this Agreement and to approve any amendment,
         modification or waiver of any provision of this Agreement; provided
         that such agreement or instrument may provide that such Lender will
         not, without the consent of the Participant, agree to any amendment,
         waiver or other modification described in the first proviso to Section
         10.01 that affects such Participant. Subject to subsection (e) of this
         Section, the Borrower agrees that each Participant shall be entitled to
         the benefits of Sections 3.01, 3.04 and 3.05 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


                                      -84-
<PAGE>

         benefits of Section 10.08 as though it were a Lender, provided such
         Participant agrees to be subject to Section 2.13 as though it were a
         Lender.

                  (e) Limitations upon Participant Rights. A Participant shall
         not be entitled to receive any greater payment under Section 3.01 or
         3.04 than the applicable Lender would have been entitled to receive
         with respect to the participation sold to such Participant, unless the
         sale of the participation to such Participant is made with the
         Borrower's prior written consent. A Participant that would be a Foreign
         Lender if it were a Lender shall not be entitled to the benefits of
         Section 3.01 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 3.01(e) as though it were a Lender.

                  (f) Certain Pledges. Any Lender may at any time pledge or
         assign a security interest in all or any portion of its rights under
         this Agreement (including under its Note, 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 such Lender from any of its obligations
         hereunder or substitute any such pledgee or assignee for such Lender as
         a party hereto.

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

                  (h) Resignation as L/C Issuer or Swing Line Lender after
         Assignment. Notwithstanding anything to the contrary contained herein,
         if at any time Bank of America assigns all of its Commitment and Loans
         pursuant to subsection (b) above, Bank of America may, (i) upon 30
         days' notice to the Borrower and the Lenders, resign as L/C Issuer
         and/or (ii) upon 30 days' notice to the Borrower, resign as Swing Line
         Lender. In the event of any such resignation as L/C Issuer or Swing
         Line Lender, the Borrower shall be entitled to appoint from among the
         Lenders a successor L/C Issuer or Swing Line Lender hereunder;
         provided, however, that no failure by the Borrower to appoint any such
         successor shall affect the resignation of Bank of America as L/C Issuer
         or Swing Line Lender, as the case may be. If Bank of America resigns as
         L/C Issuer, it shall retain all the rights, powers, privileges and
         duties of the L/C Issuer hereunder with respect to all Letters of
         Credit outstanding as of the effective date of its resignation as L/C
         Issuer and all L/C Obligations with respect thereto (including the
         right to require the Lenders to make Base Rate Loans or fund risk
         participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If
         Bank of America resigns as Swing Line Lender, it shall retain all the
         rights of the Swing Line Lender provided for hereunder with respect to
         Swing Line Loans made by it and outstanding as of the effective date of
         such resignation, including the right to require the Lenders to make
         Base Rate Loans or fund risk participations in outstanding


                                      -85-
<PAGE>

         Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a
         successor L/C Issuer and/or Swing Line Lender, (a) such successor shall
         succeed to and become vested with all of the rights, powers, privileges
         and duties of the retiring L/C Issuer or Swing Line Lender, as the case
         may be, and (b) the successor L/C Issuer shall issue letters of credit
         in substitution for the Letters of Credit, if any, outstanding at the
         time of such succession or make other arrangements satisfactory to Bank
         of America to effectively assume the obligations of Bank of America
         with respect to such Letters of Credit.

         SECTION 10.07 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY. Each
of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates' respective partners, directors, officers, employees, agents,
advisors and representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the consent of the Borrower or (h) to
the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrower.

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

         Each of the Administrative Agent, the Lenders and the L/C Issuer
acknowledges that (a) the Information may include material non-public
information concerning the Borrower or a Subsidiary, as the case may be, (b) it
has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in
accordance with applicable Law, including Federal and state securities Laws.


                                      -86-
<PAGE>

         SECTION 10.08 RIGHT OF SETOFF. If an Event of Default shall have
occurred and be continuing, each Lender, the L/C Issuer and each of their
respective Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by applicable law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any
time owing by such Lender, the L/C Issuer or any such Affiliate to or for the
credit or the account of the Borrower or any other Loan Party against any and
all of the obligations of the Borrower or such Loan Party now or hereafter
existing under this Agreement or any other Loan Document to such Lender or the
L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall
have made any demand under this Agreement or any other Loan Document and
although such obligations of the Borrower or such Loan Party may be contingent
or unmatured or are owed to a branch or office of such Lender or the L/C Issuer
different from the branch or office holding such deposit or obligated on such
indebtedness. The rights of each Lender, the L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender, the L/C Issuer or their
respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify
the Borrower and the Administrative Agent promptly after any such setoff and
application, provided that the failure to give such notice shall not affect the
validity of such setoff and application.

         SECTION 10.09 INTEREST RATE LIMITATION. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the "Maximum Rate"). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if
it exceeds such unpaid principal, refunded to the Borrower. In determining
whether the interest contracted for, charged, or received by the Administrative
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.

         SECTION 10.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement
may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and the other
Loan Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.

         SECTION 10.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and


                                      -87-
<PAGE>

delivery hereof and thereof. Such representations and warranties have been or
will be relied upon by the Administrative Agent and each Lender, regardless of
any investigation made by the Administrative Agent or any Lender or on their
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.

         SECTION 10.12 SEVERABILITY. If any provision of this Agreement or the
other Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         SECTION 10.13 REPLACEMENT OF LENDERS. If any Lender requests
compensation under Section 3.04, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 3.01, or if any Lender delivers a notice pursuant
to Section 3.02, or if any Lender is a Defaulting Lender, then the Borrower may,
at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 10.06), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an Eligible
Assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment), provided that:

                  (a) the Borrower shall have paid to the Administrative Agent
         the assignment fee specified in Section 10.06(b);

                  (b) such Lender shall have received payment of an amount equal
         to the outstanding principal of its Loans and L/C Advances, accrued
         interest thereon, accrued fees and all other amounts payable to it
         hereunder and under the other Loan Documents (including any amounts
         under Section 3.05) from the assignee (to the extent of such
         outstanding principal and accrued interest and fees) or the Borrower
         (in the case of all other amounts);

                  (c) in the case of any such assignment resulting from a claim
         for compensation under Section 3.04 or payments required to be made
         pursuant to Section 3.01, such assignment will result in a reduction in
         such compensation or payments thereafter; and

                  (d) such assignment does not conflict with applicable Laws.


                                      -88-
<PAGE>

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

         SECTION 10.14 GOVERNING LAW; JURISDICTION; ETC.

                  (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
         CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF
         MASSACHUSETTS.

                  (b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER
         LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
         PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE
         COMMONWEALTH OF MASSACHUSETTS SITTING IN SUFFOLK COUNTY AND OF THE
         UNITED STATES DISTRICT COURT OF THE DISTRICT OF MASSACHUSETTS, AND ANY
         APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
         OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
         RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES
         HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
         RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
         SUCH COMMONWEALTH OF MASSACHUSETTS COURT OR, TO THE FULLEST EXTENT
         PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES
         HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
         SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT
         ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
         AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
         ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE
         TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY
         OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS
         PROPERTIES IN THE COURTS OF ANY JURISDICTION.

                  (c) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY
         IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
         BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
         THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
         RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT
         REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES
         HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
         APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
         OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

                  (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS
         TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR



                                      -89-
<PAGE>

         NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE
         RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER
         PERMITTED BY APPLICABLE LAW.

         SECTION 10.15 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

         SECTION 10.16 USA PATRIOT ACT NOTICE. Each Lender that is subject to
the Act (as hereinafter defined) and the Administrative Agent (for itself and
not on behalf of any Lender) hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the "Act"), it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender or
the Administrative Agent, as applicable, to identify the Borrower in accordance
with the Act.

         SECTION 10.17 TIME OF THE ESSENCE. Time is of the essence of the Loan
Documents.

         SECTION 10.18 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.





                                      -90-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as an instrument under seal of the date first above written.

                                       BRIGHT HORIZONS FAMILY SOLUTIONS, INC.


                                       By:     /s/ Elizabeth J. Boland
                                         --------------------------------------
                                       Name:  Elizabeth J. Boland
                                       Title:   Chief Financial Officer

                                       BANK OF AMERICA, N.A., as
                                       Administrative Agent


                                       By:    /s/ Michael R. Langmeyer
                                          -------------------------------------
                                       Name:  Michael R. Langmeyer
                                       Title:   Assistant Vice President

                                       BANK OF AMERICA, N.A., as a Lender, L/C
                                       Issuer and Swing Line Lender


                                       By:      /s/ Elise M. Russo
                                          -------------------------------------
                                       Name:  Elise M. Russo
                                       Title:  Senior Vice President

                                       JPMORGAN CHASE BANK, as a Lender


                                       By:      /s/ Peter M. Killea
                                          -------------------------------------
                                       Name:  Peter M. Killea
                                       Title:   Vice President




                                 Appendix V -1-