<PAGE>

                                                                    EXHIBIT 10.1

                                CREDIT AGREEMENT

                                      among

                           MONRO MUFFLER BRAKE, INC.,
                                    Borrower

                             CHARTER ONE BANK, N.A.,
                              Administrative Agent

                           JPMORGAN CHASE BANK, N.A.,
                                Syndication Agent

                             BANK OF AMERICA, N.A.,
                               Documentation Agent

                                       and

                            THE LENDERS NAMED HEREIN,
                                     Lenders

                         SENIOR SECURED CREDIT FACILITY

                           RBS SECURITIES CORPORATION,
                        Sole Lead Arranger and Bookrunner

                                  JULY 13, 2005

                                       19
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>                                                                                               <C>
SECTION 1                  DEFINITIONS AND TERMS................................................   25
         1.1      Definitions...................................................................   25
         1.2      Number and Gender of Words....................................................   36
         1.3      Accounting Principles.........................................................   36
SECTION 2                  COMMITMENT...........................................................   37
         2.1      The Facility..................................................................   37
         2.2      Borrowing Procedure...........................................................   37
         2.3      LC Subfacility................................................................   38
         2.4      Swing Line Subfacility........................................................   41
         2.5      Termination...................................................................   42
         2.6      Optional Increase in Facility Committed Sum...................................   42
SECTION 3                  TERMS OF PAYMENT.....................................................   43
         3.1      Notes and Payments............................................................   43
         3.2      Interest and Principal Payments...............................................   43
         3.3      Interest Options..............................................................   45
         3.4      Quotation of Rates............................................................   45
         3.5      Default Rate..................................................................   45
         3.6      Interest Recapture............................................................   45
         3.7      Interest Calculations.........................................................   45
         3.8      Maximum Rate..................................................................   46
         3.9      Interest Periods..............................................................   46
         3.10     Conversions...................................................................   46
         3.11     Order of Application..........................................................   47
         3.12     Sharing of Payments, Etc......................................................   47
         3.13     Offset........................................................................   47
         3.14     Booking Borrowings............................................................   47
         3.15     Basis Unavailable or Inadequate for LIBOR.....................................   47
         3.16     Additional Costs..............................................................   48
         3.17     Change in Laws................................................................   49
         3.18     Funding Loss..................................................................   49
         3.19     Foreign Lenders...............................................................   49
SECTION 4                  FEES.................................................................   50
         4.1      Treatment of Fees.............................................................   50
         4.2      LC Fees.......................................................................   50
         4.3      Facility Commitment Fee.......................................................   50
SECTION 5                  SECURITY.............................................................   50
         5.1      Collateral....................................................................   50
         5.2      Additional Security and Guaranties............................................   50
         5.3      Financing Statements..........................................................   51
</TABLE>

                                       20
<PAGE>

<TABLE>
<S>                                                                                                <C>
SECTION 6                  CONDITIONS PRECEDENT.................................................   51
         6.1      Initial Borrowing.............................................................   51
         6.2      All Borrowings or LCs.........................................................   51
         6.3      Materiality of Conditions.....................................................   51
         6.4      Waiver........................................................................   51
SECTION 7                  REPRESENTATIONS AND WARRANTIES.......................................   51
         7.1      Purpose of Credit Facility....................................................   51
         7.2      Corporate Existence, Good Standing, Authority, and Compliance.................   52
         7.3      Subsidiaries..................................................................   52
         7.4      Authorization and Contravention...............................................   52
         7.5      Binding Effect................................................................   52
         7.6      Financial Statements; Fiscal Year.............................................   52
         7.7      Litigation....................................................................   52
         7.8      Taxes.........................................................................   53
         7.9      Environmental Matters.........................................................   53
         7.10     Employee Plans................................................................   53
         7.11     Properties; Liens.............................................................   53
         7.12     Location; Real Estate Interests...............................................   53
         7.13     Government Regulations........................................................   54
         7.14     Transactions with Affiliates..................................................   54
         7.15     Debt..........................................................................   54
         7.16     Material Agreements...........................................................   54
         7.17     Insurance.....................................................................   54
         7.18     Labor Matters.................................................................   54
         7.19     Solvency......................................................................   54
         7.20     Trade Names...................................................................   54
         7.21     Intellectual Property.........................................................   54
         7.22     Full Disclosure...............................................................   55
SECTION 8                  AFFIRMATIVE COVENANTS................................................   55
         8.1      Items to be Furnished.........................................................   55
         8.2      Use of Proceeds...............................................................   56
         8.3      Books and Records.............................................................   56
         8.4      Inspections...................................................................   56
         8.5      Taxes.........................................................................   56
         8.6      Payment of Obligations........................................................   56
         8.7      Expenses......................................................................   56
         8.8      Maintenance of Existence, Assets, and Business................................   57
         8.9      Insurance.....................................................................   57
         8.10     Preservation and Protection of Rights.........................................   57
         8.11     Environmental Laws............................................................   57
         8.12     Subsidiaries..................................................................   58
         8.13     Indemnification...............................................................   58
         8.14     Further Assurances............................................................   59
         8.15     Change of Control.............................................................   59
</TABLE>

                                       21
<PAGE>

<TABLE>
<S>                                                                                                <C>
SECTION 9                  NEGATIVE COVENANTS...................................................   59
         9.1      Taxes.........................................................................   59
         9.2      Payment of Obligations........................................................   59
         9.3      Employee Plans................................................................   59
         9.4      Debt and Debt Instruments.....................................................   59
         9.5      Liens.........................................................................   59
         9.6      Transactions with Affiliates..................................................   59
         9.7      Compliance with Laws and Documents............................................   60
         9.8      Loans, Advances and Investments...............................................   60
         9.9      Dividends and Distributions...................................................   60
         9.10     Sale of Assets................................................................   60
         9.11     Mergers and Dissolutions......................................................   61
         9.12     Assignment....................................................................   61
         9.13     Fiscal Year and Accounting Methods............................................   61
         9.14     New Businesses................................................................   61
         9.15     Government Regulations........................................................   61
         9.16     Leases; Sale-Leasebacks; Tax Leases...........................................   61
         9.17     Subsidiaries..................................................................   61
SECTION 10                 FINANCIAL COVENANTS..................................................   61
SECTION 11                 DEFAULT..............................................................   62
         11.1     Payment of Obligation.........................................................   62
         11.2     Covenants.....................................................................   62
         11.3     Debtor Relief.................................................................   62
         11.4     Judgments and Attachments.....................................................   62
         11.5     Government Action.............................................................   63
         11.6     Misrepresentation.............................................................   63
         11.7     Material Adverse Event........................................................   63
         11.8     Default Under Other Agreements................................................   63
         11.9     LCs...........................................................................   63
         11.10    Validity and Enforceability of Loan Papers....................................   63
         11.11    Employee Benefit Plans........................................................   63
SECTION 12                 RIGHTS AND REMEDIES..................................................   64
         12.1     Remedies Upon Default.........................................................   64
         12.2     Company Waivers...............................................................   64
         12.3     Performance by Administrative Agent...........................................   64
         12.4     Not in Control................................................................   64
         12.5     Course of Dealing.............................................................   65
         12.6     Cumulative Rights.............................................................   65
         12.7     Application of Proceeds.......................................................   65
         12.8     Diminution in Value of Collateral.............................................   65
         12.9     Certain Proceedings...........................................................   65
         12.10    Change of Control.............................................................   65
</TABLE>

                                       22
<PAGE>

<TABLE>
<S>                                                                                                <C>
SECTION 13                 AGREEMENT AMONG LENDERS..............................................   66
         13.1     Administrative Agent..........................................................   66
         13.2     Expenses......................................................................   67
         13.3     Proportionate Absorption of Losses............................................   67
         13.4     Delegation of Duties; Reliance................................................   67
         13.5     Limitation of Administrative Agent's Liability................................   68
         13.6     Delegation of Duties by Administrative Agent..................................   69
         13.7     Default; Collateral...........................................................   69
         13.8     Limitation of Liability.......................................................   70
         13.9     Relationship of Lenders.......................................................   70
         13.10    Other Agents..................................................................   70
         13.11    Collateral Matters............................................................   70
         13.12    Benefits of Agreement.........................................................   71
SECTION 14                 MISCELLANEOUS........................................................   71
         14.1     Headings......................................................................   71
         14.2     Nonbusiness Days; Time........................................................   71
         14.3     Communications................................................................   71
         14.4     Form and Number of Documents..................................................   72
         14.5     Exceptions to Covenants.......................................................   72
         14.6     Survival......................................................................   72
         14.7     Governing Law.................................................................   72
         14.8     Invalid Provisions............................................................   72
         14.9     Venue; Service of Process; Jury Trial.........................................   73
         14.10    Amendments, Consents, Conflicts, and Waivers..................................   73
         14.11    Multiple Counterparts.........................................................   74
         14.12    Successors and Assigns; Participations........................................   74
         14.13    Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances...   76
         14.14    Confidentiality...............................................................   76
         14.15    Entirety......................................................................   77
         14.16    Patriot Act...................................................................   77
</TABLE>

                                       23
<PAGE>

<TABLE>
<CAPTION>
                                                SCHEDULES AND EXHIBITS
                                                ----------------------
<S>                  <C>
Schedule 1           Parties, Addresses, Committed Sums and Wiring Information
Schedule 6           Conditions Precedent
Schedule 7.2         Jurisdictions of Incorporation and Business
Schedule 7.3         Corporate Structure
Schedule 7.7         Litigation
Schedule 7.9         Environmental Matters
Schedule 7.11        Permitted Liens
Schedule 7.12        Chief Executive Office, Location of Material Assets and Real Estate Interests
Schedule 7.14        Transactions with Affiliates
Schedule 7.15        Permitted Debt
Schedule 7.16        Material Agreements
Schedule 7.20        Trade Names
Schedule 7.21        Intellectual Property
Schedule 9.10        Existing Sale\Leaseback Properties

Exhibit A            Facility  Note
Exhibit B            Swing Line Note
Exhibit C            LC Request
Exhibit D            Borrowing Request
Exhibit E            Conversion Request
Exhibit F            Compliance Certificate
Annex I              Financial Covenants Calculation Worksheet
Exhibit G            Assignment Agreement
Exhibit H            Form of Guaranty
</TABLE>

                                       24
<PAGE>

                                CREDIT AGREEMENT

      This CREDIT AGREEMENT is entered into as of July 13, 2005, (the "EFFECTIVE
DATE") among Monro Muffler Brake, Inc., a New York corporation ("BORROWER"),
Lenders (defined below), Charter One Bank, N.A., as Administrative Agent for
itself and the other Lenders, JPMorgan Chase Bank, N.A., as Syndication Agent,
and Bank of America, N.A., as Documentation Agent.

                                    RECITALS

      WHEREAS, Borrower has requested Lenders to make loans to and otherwise
extend credit for the account of Borrower pursuant to a five year senior secured
revolving credit facility in the aggregate principal amount of $125,000,000 (the
"FACILITY") and Lenders are willing to do so upon terms and conditions set forth
herein.

      NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the undersigned parties agree as follows:

SECTION 1 DEFINITIONS AND TERMS.

      1.1 Definitions. As used in the Loan Papers:

      ABR means, for any day, the highest of (a) the Federal Funds Rate plus
fifty (50) basis points or (b) the Prime Rate.

      ABR BORROWING means a Borrowing bearing interest at the sum of the ABR
plus the Applicable Margin.

      ACCOUNTANTS mean Pricewaterhouse Coopers, LLP or other firm of independent
public accountants of nationally recognized standing retained by Borrower or any
other firm acceptable to the Lenders.

      ACQUISITION means the acquisition or purchase by Borrower (whether in one
or more separate transactions contemplated as part of the same transaction) of
assets, including without limitation, stock, partnership, securities, or other
interest in any other Person; excluding however, assets purchased in the
ordinary course of business which are budgeted as part of the Borrower's annual
capital expenditure budget.

      ADJUSTED DEBT means Funded Debt, plus the product of eight (8) times
Rental Payments.

      AFFILIATE means, as to any Person, any other Person that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person or any Subsidiary of such Person. The
term "control" (including the terms "controlled by" or "under common control
with") means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether as
general partner, through ownership of a Control Percentage of such Person or the
general partner of such Person, by contract or otherwise.

                                       25
<PAGE>

      ADMINISTRATIVE AGENT means Charter One Bank, N.A., and its successor or
successors as administrative agent for Lenders under this Agreement.

      AGREEMENT means this Credit Agreement, as amended, restated, supplemented,
or otherwise modified from time to time in accordance with SECTION 14.10.

      APPLICABLE MARGIN means at all times during the applicable periods set
forth below: (a) with respect to all LIBOR Rate Borrowings, the applicable
percentage set forth below in the column entitled "Applicable Margin for LIBOR
Rate Borrowings"; (b) with respect to all ABR Borrowings, the applicable
percentage set forth below in the column entitled "Applicable Margin for ABR
Borrowings"; and (c) with respect to the Commitment Fee, the applicable
percentage set forth below in the column entitled "Applicable Margin for
Commitment Fee."

<TABLE>
<CAPTION>
                             Applicable
                             Margin for     Applicable       Applicable
                             LIBOR Rate     Margin for       Margin for
         Period              Borrowings   ABR Borrowings   Commitment Fee
------------------------     ----------   --------------   --------------
<S>                          <C>          <C>              <C>
When the AD < or = 2.75x        50 bp          0 bp             15 bp
When the AD > 2.75x             75 bp          0 bp           17.5 bp
When the AD > 3.25x            100 bp          0 bp             20 bp
When the AD > 3.75x            125 bp          0 bp             25 bp
When the AD > 4.25x            150 bp          0 bp             30 bp
</TABLE>

      Definition: "AD" is the abbreviation for Adjusted Debt/EBITDAR Ratio.

      Adjusted Debt and EBITDAR are calculated for the most recently-completed
Four Quarter Period and the ratio of Adjusted Debt to EBITDAR is calculated as
of the last day of such Four Quarter Period. The Applicable Margin, as adjusted
to reflect such calculations, shall become effective on the date of receipt by
the Administrative Agent of the Compliance Certificate applicable to such Four
Quarter Period. If Borrower fails to timely furnish to Administrative Agent the
Current Financials and any related Compliance Certificate or, if for some other
reason, a new Applicable Margin for a current period cannot be calculated, then
the Applicable Margin in effect on the last day of the last Four Quarter Period
for which the ratio of Adjusted Debt to EBITDAR was calculated shall remain in
effect until a new Applicable Margin can be calculated, which new Applicable
Margin shall become effective as provided in the immediately preceding sentence.

      ARRANGER means RBS Securities Corporation, as sole lead arranger and
bookrunner.

      BORROWER is defined in the preamble to this Agreement.

      BORROWING means (without duplication) any amount disbursed by (a) one or
more Lenders to or on behalf of Borrower under the Loan Papers, whether such
amount constitutes an original disbursement of funds, the continuation of an
amount outstanding under the Facility or under the Swing Line Subfacility or the
financing of a LC reimbursement obligation under the Facility or (b) any Lender
in accordance with, and to satisfy the obligations of any Company under, any
Loan Paper.

                                       26
<PAGE>

      BORROWING DATE means for any Borrowing the date for which funds are
requested by Borrower.

      BORROWING REQUEST means a request substantially in the form of the
attached EXHIBIT D.

      BUSINESS DAY means (a) for all purposes, any day other than Saturday,
Sunday, and any other day that commercial banks are authorized by Law to be
closed in New York, New York and (b) for purposes of any LIBOR Rate Borrowing, a
day that satisfies the requirements of clause (a) and is a day that commercial
banks are open for domestic or international business in London.

      CAPEX means, for any Four Quarter Period, capital expenditures for fixed
or capital assets that are required to be capitalized on a balance sheet
prepared in accordance with GAAP minus any net proceeds of allowable
sale/leasebacks permitted by SECTIONS 9.10 OR 9.16 minus (without duplication)
any capital expenditures incurred for equipment purchased and then sold within
one year of acquisition to any Lender pursuant to sale/leaseback facilities
permitted pursuant to SECTION 9.10.

      CAPITALIZED LEASE means any lease the obligation for Rental Payments with
respect to which is required to be capitalized on a consolidated balance sheet
of the lessee and its subsidiaries in accordance with GAAP.

      CASH EQUIVALENTS means (a) securities with maturities of one year or less
from the date of acquisition issued or fully guaranteed or insured by the United
States Government of any agency thereof; (b) certificates of deposit, time
deposits, corporate savings accounts overnight bank deposits, bankers
acceptances and repurchase agreements of any commercial bank which has capital
and surplus in excess of $100,000,000 having maturities of one year or less from
the date of acquisition; (c) commercial paper of an issuer rated at least A-2 by
Standard & Poor's Ratings Group or P-2 by Moody's Investors Service, Inc., or
carrying an equivalent rating by a nationally recognized rating agency if both
of the two named rating agencies cease publishing ratings of investments; (d)
money market accounts or funds with or issued by "QUALIFIED ISSUERS"; (e)
repurchase obligations with a term of not more than 90 days for underlying
securities of the types described in clause (a) above entered into with any bank
meeting the qualifications specified in clause (b) above; and (f) demand deposit
accounts maintained in the ordinary course of business with any bank, not in
excess of $100,000 in the aggregate on deposit with any such bank or any other
financial institution.

      CHANGE OF CONTROL shall mean the occurrence of one or more of the
following: (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any person or group, other than the Ownership
Group, of (i) shares representing more than thirty-five percent (35%) of the
Common Stock, issued and outstanding at any time or (ii) more than sixty percent
(60%) of the Preferred Stock, issued and outstanding at any time; or (b) the
occupancy of a majority of the seats (other than vacant seats) on the board of
directors of Borrower or any Subsidiary of Borrower by persons who were neither
(i) nominated by the board of directors of Borrower nor (ii) appointed by
directors so nominated. As used in this definition of "CHANGE OF CONTROL," terms
defined in the Securities Exchange Act of 1934 or the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof shall have
the respective meanings ascribed to them therein.

      CLOSING DATE means July 13, 2005.

      CODE means the Internal Revenue Code of 1986, as amended from time to
time, and related rules and regulations promulgated thereunder by the Internal
Revenue Service.

                                       27
<PAGE>

      COLLATERAL is defined in SECTION 5.1.

      COMMITMENT FEE is defined in SECTION 4.3.

      COMMITMENT USAGE means, at any time, for each Lender, its Facility
Commitment Usage.

      COMMITTED SUM means, with respect to each Lender, the several obligation
of such Lender to lend to Borrower one or more Borrowings in the aggregate
principal amounts (which amount is subject to increase as provided in SECTION
2.6 and to reduction and cancellation as provided in this Agreement, including,
without limitation, the provisions of SECTION 2.5) stated beside such Lender's
name for the Facility on SCHEDULE 1 as most recently amended under this
Agreement.

      COMMON STOCK means the Borrower's common stock, $.01 par value per share.

      COMPANY OR COMPANIES means, at any time, Borrower and each of its
Subsidiaries.

      COMPLIANCE CERTIFICATE means a certificate substantially in the form of
the attached EXHIBIT F and signed by a Responsible Officer.

      CONTROL PERCENTAGE means, with respect to any Person (a) in the case of a
corporation, the percentage of the outstanding capital stock of such Person
having ordinary voting power which gives the direct or indirect holder of such
stock the power to elect a majority of the Board of Directors of such Person and
(b) in the case of a limited partnership, the percentage of the outstanding
limited partnership interests of such Person which gives the direct or indirect
holder of such limited partnership interests the power to remove the general
partner or partners of such Person or to take actions reserved for the limited
partners under the applicable limited partnership act.

      CONVERSION REQUEST means a request substantially in the form of the
attached EXHIBIT E.

      CURRENT FINANCIALS means, at any time, the consolidated Financial
Statements of Borrower and its Subsidiaries most recently delivered to
Administrative Agent under SECTIONS 8.1(a) or 8.1(b), as the case may be.

      DEBT means (without duplication), for any Person, (a) indebtedness of such
Person for borrowed money; (b) obligations of such Person evidenced by bonds,
debentures, notes, or other similar instruments; (c) obligations of such Person
to pay the deferred purchase price of property or services; (d) obligations of
such Person as lessee under Capitalized Leases required to be capitalized under
GAAP; (e) reimbursement obligations in respect of bonds or letters of credit;
(f) obligations of such Person under direct or indirect guaranties in respect
of, and obligations (contingent or otherwise) of such Person to purchase or
otherwise acquire, or otherwise to assure a creditor against loss in respect of,
indebtedness of others of the kinds referred to in clauses (a) through (e)
above; and (g) indebtedness of others of the kinds referred to in clauses (a)
through (f) secured by any Lien on or in respect of any property of such Person
whether or not assumed by such Person; provided, however, that all trade
accounts payable and accrued expenses incurred in the ordinary course of
business of such Person and not overdue shall be excluded from the foregoing.

                                       28
<PAGE>

      DEBTOR RELIEF LAWS means Title 11 of the United States Code and all other
applicable state or federal liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization, suspension
of payments or similar Laws affecting creditors' Rights in effect from time to
time.

      DEFAULT is defined in SECTION 11.

      DEFAULT RATE means an annual rate of interest equal from day to day to the
lesser of (a) (i) for the principal of all Borrowings, the applicable interest
rate for such Borrowing plus 2%, or (ii) the then-existing ABR plus 2% of all
fees, interest and other amounts due hereunder and (b) the Maximum Rate.

      DISTRIBUTION means, with respect to any shares of any capital stock or
other equity securities or other interests issued by a Person, (a) the
retirement, redemption, purchase, or other acquisition for value of those
securities by such Person; (b) the declaration or payment of any dividend on or
with respect to those securities by such Person (except distributions in the
form of such securities); (c) any loan or advance by that Person to, or other
investment by that Person in, the holder of any of those securities; and (d) any
other payment by that Person with respect to those securities.

      DOLLARS and $ means lawful money of the United States of America.

      EBITDAR means, as determined, on a rolling twelve month basis and in
respect of any Person the sum of (i) the Net Income of such Person, plus (ii)
the Interest Expense of such Person for such period as determined in accordance
with GAAP and as such item is reported on such Person's financial statements,
plus (iii) the income tax expense of such Person for such period, plus (iv) the
amount reported as the depreciation of the assets of such Person for such
period, computed in accordance with GAAP, and as such item is used in the
computation of such Person's Net Income for such period, plus (v) the amount
reported as the amortization of intangibles for such Person for such period,
computed in accordance with GAAP, and as such item is used in the computation of
such Person's Net Income for such period, plus (vi) Rental Payments plus (vii)
expenses in respect of stock options of such Person for such period as
determined in accordance with GAAP and as such item is used in the computation
of such Person's Net Income for such period in accordance with Financial
Accounting Standards Board Statement of Financial Accounting Standards Number
123 (revised).

      EFFECTIVE DATE is defined in the Preamble to this Agreement.

      EMPLOYEE PLAN means an employee pension benefit plan covered by Title IV
of ERISA and established or maintained by any Company.

      ENVIRONMENTAL LAW means any Law that relates to the pollution or
protection of the environment or to Hazardous Substances.

      ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and related rules and regulations.

      EXISTING LCS means, collectively, (i) the irrevocable letter of credit
dated May 15, 2002 issued by JPMorgan Chase Bank (predecessor-in-interest to
JPMorgan Chase Bank, N.A.) for the benefit of Liberty Mutual Insurance Company
in the face amount of $950,000.00 and (ii) the irrevocable letter of credit
dated July 24, 2002 issued by JPMorgan Chase Bank (predecessor-in-interest to
JPMorgan Chase Bank, N.A.) for the benefit of The Travelers Indemnity Company in
the face amount of $3,100,000.00.

                                       29
<PAGE>

      FACILITY is defined in the recitals to this Agreement.

      FACILITY COMMITMENT USAGE means, at any time, the sum of (a) the Principal
Debt, whether under the Swing Line Subfacility or otherwise, plus (b) the LC
Exposure.

      FACILITY COMMITTED SUM means, at any time, the sum of all Committed Sums
for all Lenders under the Facility (as increased, reduced or cancelled under
this Agreement, including, without limitation, the provisions of SECTIONS 2.5
and 2.6) then in effect.

      FACILITY MATURITY DATE means the earlier of (a) July 13, 2010, and (b) the
effective date that Lenders' commitments to lend under the Facility are
otherwise cancelled or terminated in accordance with this Agreement.

      FACILITY NOTE means a promissory note substantially in the form of the
attached EXHIBIT A.

      FEDERAL FUNDS RATE means, on any day, the weighted average (rounded
upwards, if necessary, to the nearest 0.01%) equal to the rates on overnight
federal funds transactions with member banks of the Federal Reserve System
arranged by federal funds brokers as published by the Federal Reserve Bank of
New York on the next successive Business Day; provided, however, that (i) if
such day is not a Business Day, the Federal Funds Rate for such day shall be the
rate for such transactions on the next preceding Business Day as published on
the next successive Business Day or, (ii) if those rates are not published for
any Business Day, the Federal Funds Rate shall be the average of the quotations
at approximately 10:00 a.m. on such Business Day received by Administrative
Agent from three federal funds brokers of recognized standing selected by
Administrative Agent in its reasonable discretion.

      FINANCIAL HEDGE means a swap, collar, floor, cap, or other contract
between any Company and any Lender or another Person reasonably acceptable to
Majority Lenders, that is intended to reduce or eliminate the risk of
fluctuations in interest rates and that is legal and enforceable under
applicable Law.

      FINANCIAL STATEMENTS of a Person means balance sheets, profit and loss
statements, reconciliations of capital and surplus, and statements of cash flow
prepared (a) according to GAAP, (b) except as stated in SECTION 1.3, in
comparative form to prior year-end figures or corresponding periods of the
preceding fiscal year, as applicable, and (c) on a consolidated basis if that
Person had any consolidated Subsidiaries during the applicable period.

      FOUR QUARTER PERIOD means a period of four full consecutive fiscal
quarter-annual periods, taken together as one accounting period.

      FUNDED DEBT means, when determined, on a rolling twelve-month basis,
calculated using the month-end balance for each month on a consolidated basis
for the Companies in accordance with GAAP: (a) indebtedness of such Person for
borrowed money; (b) obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, and (c) obligations of such Person as lessee
under Capitalized Leases; excluding notes generated in the ordinary course of
business payable within one year not to exceed $1,000,000, trade payables and
accrued expenses.

      FUNDING LOSS means, without duplication, (a) the administrative or
reemployment costs customarily charged by any Lender (consistent with such
Lender's policies with respect to its other customers) when (i) Borrower fails
or refuses (for any reason other than Lender's failure to comply with this
Agreement) to take any Borrowing that it has requested under this Agreement, or
(ii) Borrower

                                       30
<PAGE>

prepays or pays any Borrowing or converts any Borrowing to a Borrowing of
another Type, in each case, before the last day of the applicable Interest
Period, plus (b) an amount equal to the excess, if any, of the amount of
interest that would have accrued on the Borrowing at the elected interest rate
during the remainder of the applicable Interest Period (but for such failure,
refusal, payment, prepayment or conversion) over the amount of interest that
would accrue on the same Type of Borrowing for an interest period of the same
duration as the remainder of the applicable Interest Period.

      GAAP means generally accepted accounting principles of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
the Financial Accounting Standards Board that are applicable from time to time,
applied on a basis consistent with those used in preparation of the audited
consolidated financial statements referred to in PARAGRAPH (f) of SCHEDULE 6
(except for changes to which Borrower's Accountants concur).

      GUARANTOR means collectively any and all Subsidiaries of the Borrower now
or in the future, including, without limitation, Monro Leasing, LLC and Monro
Service Corporation.

      GUARANTY means a guaranty substantially in the form of the attached
EXHIBIT H.

      HAZARDOUS SUBSTANCE means any substance (a) the presence of which requires
removal, remediation, or investigation under any Environmental Law, or (b) that
is defined or classified as a hazardous waste, hazardous material, pollutant,
contaminant, or toxic or hazardous substance under any Environmental Law.

      INTEREST COVERAGE RATIO means, in respect of a Person, as of the last day
of each fiscal quarter, the ratio of (a)(i) EBITDAR of such Person for the Four
Quarter Period ending on such day minus (ii) CAPEX made by such Person during
such Four Quarter Period to (b) the sum of (i) Interest Expense of such Person
for such Four Quarter Period plus (ii) Rental Payments made by such Person
during such Four Quarter Period, in each case determined on a consolidated basis
in accordance with GAAP.

      INTEREST EXPENSE means, in respect of a Person, for any Four Quarter
Period, all interest paid or accrued and amortization of debt discount with
respect to all Funded Debt of such Person for such period (after giving effect
to the net cost associated with all interest rate swap agreements, interest rate
cap agreements, interest rate collar agreements, or other financial arrangements
designed to protect such Person against fluctuations in interest rates) and
after giving credit for interest income and construction period interest income.

      INTEREST PERIOD is determined in accordance with SECTION 3.9.

      LAWS means all applicable statutes, laws, treaties, ordinances, rules,
regulations, orders, writs, injunctions, decrees, judgments, opinions, and
interpretations of any Tribunal, as in effect from time to time.

      LC means a standby letter of credit or a commercial letter of credit (in
such form as shall be customary in respect of obligations of a similar nature)
issued by Administrative Agent under this Agreement and under an LC Agreement.

      LC AGREEMENT means a letter of credit application and reimbursement
agreement (in form and substance satisfactory to Administrative Agent) submitted
by Borrower to Administrative Agent for a letter of credit for the account of
any Company.

                                       31
<PAGE>

      LC EXPOSURE means, at any time, (without duplication) the sum of (a) the
aggregate undrawn and uncancelled portions of all outstanding LCs plus (b) the
aggregate unpaid reimbursement obligations of Borrower under drawings or drafts
under any LC, excluding Borrowings to fund such reimbursement obligations under
SECTION 2.3(c).

      LC REQUEST means a request substantially in the form of the attached
EXHIBIT C.

      LENDER LIENS means Liens in favor of Lenders, or Administrative Agent on
behalf of Lenders, securing any of the Obligation.

      LENDERS means the financial institutions named on the attached SCHEDULE 1
or on the most recently amended SCHEDULE 1, if any, delivered by Administrative
Agent under this Agreement, and, subject to this Agreement, their respective
successors and assigns (but not any Participant who is not otherwise a party to
this Agreement).

      LIBOR RATE BORROWING means a Borrowing bearing interest at the sum of the
LIBOR Rate plus the Applicable Margin.

      LIBOR RATE means, for any LIBOR Rate Borrowing, for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100th of 1%) appearing on Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two (2) Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period; divided by one minus the
Reserve Percentage (expressed as a decimal) applicable to the relevant Interest
Period. If for any reason such rate is not available, the term "LIBOR Rate"
shall mean, for any LIBOR Rate Borrowing for any Interest Period therefor, the
rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%)
appearing on Reuters Screen LIBO Page as the London interbank offered rate for
deposits in Dollars at approximately 11:00 a.m. (London time) two (2) Business
Days prior to the first day of such Interest Period for a term comparable to
such Interest Period.

      LIEN means any lien, mortgage, security interest, pledge, assignment,
charge, title retention agreement or encumbrance of any kind and any other
arrangement for a creditor's claim to be satisfied from assets or proceeds prior
to the claims of other creditors or the owners.

      LITIGATION means any action by or before any Tribunal.

      LOAN PAPERS means (a) this Agreement, certificates and reports delivered
under this Agreement, and exhibits and schedules to this Agreement; (b) the
Notes and all agreements, documents, and instruments in favor of Administrative
Agent or Lenders (or Administrative Agent on behalf of Lenders) ever delivered
in connection with or under this Agreement or otherwise delivered in connection
with all or any part of the Obligation; (c) all LCs and LC Agreements; (d) any
Financial Hedge between any Company and any Lender; (e) any Guaranty; and (f)
all renewals, extensions, and restatements of, and amendments and supplements
to, any of the foregoing.

      MAJORITY LENDERS means any combination of Lenders holding at least (a)
66-2/3% of the Facility Committed Sum, if no Principal Debt or LC Exposure is
outstanding, or (b) 66-2/3% of the Facility Commitment Usage if any Principal
Debt or LC Exposure is outstanding.

      MATERIAL ADVERSE EVENT means any circumstance or event that, individually
or collectively with

                                       32
<PAGE>

other circumstances or events, reasonably is expected to result in any (a)
impairment of the ability of any Company to perform any of its payment or other
material obligations under any Loan Paper; (b) impairment of the ability of
Administrative Agent or any Lender to enforce (i) any of the material
obligations of any Company under this Agreement or (ii) any of their respective
Rights under the Loan Papers; or (c) material and adverse effect on the
business, assets, property, or condition (financial or otherwise) of the
Companies as a whole as represented to Lenders in the Current Financials.

      MATERIAL AGREEMENT means, for any Person, any agreement (excluding
purchase orders and purchase agreements for materials, inventory or services in
the ordinary course of business) to which that Person is a party, by which that
Person is bound, or to which any assets of that Person may be subject, and that
is not cancelable by that Person upon thirty (30) or fewer days' notice without
liability for further payment other than nominal penalty, and that requires that
Person to pay more than $2,000,000 during any 12-month period.

      MATURITY DATE means, as applicable, the Facility Maturity Date, or the
Swing Line Maturity Date.

      MAXIMUM AMOUNT and MAXIMUM RATE respectively mean, for a Lender, the
maximum non-usurious amount and the maximum non-usurious rate of interest that,
under applicable Law, such Lender is permitted to contract for, charge, take,
reserve, or receive on the Obligation.

      MINORITY INTERESTS means any shares of stock of any class of a Subsidiary
(other than directors' qualifying shares as required by law) that are not owned
by the Borrower and/or one or more of its Wholly-Owned Subsidiaries. Minority
Interests shall be valued by valuing Minority Interests constituting preferred
stock at the voluntary or involuntary liquidating value of such preferred stock,
whichever is greater, and by valuing Minority Interests constituting common
stock at the book value of capital and surplus applicable thereto adjusted, if
necessary, to reflect any changes from the book value of such common stock
required by the foregoing method of valuing Minority Interests in Preferred
Stock.

      MULTIEMPLOYER PLAN means a multiemployer plan as defined in Sections 3(37)
or 4001(a)(3) of ERISA or Section 414(f) of the Code to which any Company (or
any Person that, for purposes of Title IV of ERISA, is a member of Borrower's
controlled group or is under common control with Borrower within the meaning of
Section 414 of the Code) is making, or has made, or is accruing, or has accrued,
an obligation to make contributions.

      NET INCOME means, in respect of a Person, the net income of such Person
computed in accordance with GAAP and as such item is reported from time to time
on such Person's statement of income and retained earnings (or similar
statement) (after deduction for payment of all taxes); provided however, certain
costs that in the past were capitalized in the cost of an acquisition, but will
be required to be expensed under Statement of Financial Accounting Standards
146, as well as other similar accounting requirements that are issued in the
future and require expense treatment of costs that are currently capitalized in
the cost of an acquisition, shall be included as if capitalized under prior
accounting guidelines.

      NET WORTH means as of the date of any determination thereof, the sum of
the capital stock of all classes, paid-in-capital and surplus accounts (net of
treasury shares) plus (or minus in the case of a deficit) the retained earnings
of the Borrower and its Subsidiaries determined on a consolidated basis in
accordance with GAAP, after elimination of (i) Minority Interests; and (ii) the
effect, if any, of the Borrower's interest rate hedging agreements, as
determined by the Accountants.

                                       33
<PAGE>

      NON-U.S. LENDER is defined in SECTION 3.19.

      NOTES means all outstanding and unpaid Facility Notes, and the Swing Line
Note.

      OBLIGATION means all present and future indebtedness and obligations, and
all renewals, increases, and extensions thereof, or any part thereof, now or
hereafter owed to Administrative Agent or any Lender by any Company under any
Loan Paper, together with all interest accruing thereon, fees, costs, and
expenses (including, without limitation, all attorneys' fees and expenses
incurred in the enforcement or collection thereof) payable under the Loan Papers
or in connection with the protection of Rights under the Loan Papers.

      OWNERSHIP GROUP means Peter J. Solomon and Donald Glickman, and their
spouses or lineal descendants, or any estate of such parties or any trust of
which any of the foregoing are the exclusive beneficiaries.

      PARTICIPANT is defined in SECTION 14.12(b).

      PBGC means the Pension Benefit Guaranty Corporation, or any successor
thereof, established under ERISA.

      PERMITTED DEBT means Debt described on the attached SCHEDULE 7.15.

      PERMITTED LIENS means Liens described on the attached SCHEDULE 7.11.

      PERSON means an individual, partnership, corporation (including a business
trust), joint stock company, trust, unincorporated association, joint venture or
other entity, or a government or any political subdivision or agency thereof, or
any trustee, receiver, custodian, or similar official.

      POTENTIAL DEFAULT means the occurrence of any event or the existence of
any circumstance that would, upon notice or lapse of time or both, become a
Default.

      PREFERRED STOCK means the Borrower's Class C Convertible Preferred Stock,
$1.50 par value per share.

      PRIME RATE means, for any day, the rate of interest announced publicly
from time to time by Administrative Agent, after taking into account such
factors as Administrative Agent shall in its sole discretion deem appropriate,
as its prime rate in effect at its principal office in New York, New York
automatically fluctuating upward and downward with and at the time specified in
each such announcement without special notice to Borrower or any other Person.
However, Administrative Agent's prime rate may (i) be one of several interest
rates, (ii) serve as a basis upon which effective rates of interest are from
time to time calculated for loans referring to the prime rate, and (iii) not be
Administrative Agent's lowest lending interest rate. Administrative Agent may
from time to time make various loans at rates of interest having no relationship
to such prime rate.

      PRINCIPAL DEBT means, at any time, the unpaid principal balance of all
Borrowings under the Facility.

      PRO RATA and PRO RATA PART means, when determined for any Lender, (a) if
there is no Principal Debt or LC Exposure, the proportion (stated as a
percentage) that such Lender's Committed Sum bears to

                                       34
<PAGE>

the Facility Committed Sum or (b) if there is any Principal Debt or LC Exposure,
the proportion (stated as a percentage) that the sum of (i) the Principal Debt
owed to such Lender and (ii) and (without duplication) the LC Exposure of such
Lender, bears to the (x) aggregate Principal Debt owed to and (y) (without
duplication) the LC Exposure of all Lenders.

      PURCHASER is defined in SECTION 14.12(c).

      QUALIFIED ISSUER means any commercial bank (a) which has capital and
surplus in excess of $100,000,000 and (b) the outstanding long term debt
securities of which are rated at least A-2 by Standard & Poors Ratings Group or
at least P-2 by Moody's Investors Service, Inc., or carry an equivalent rating
by a nationally recognized rating agency if both of the two named rating
agencies cease publishing ratings of investments.

      REGULATION D means Regulation D of the Board of Governors of the Federal
Reserve System as the same may be amended or supplemented from time to time.

      REGULATION U means Regulation U of the Board of Governors of the Federal
Reserve System as the same may be amended or supplemented from time to time.

      RENTAL PAYMENTS means, as determined, on a rolling twelve month basis
ending on the last day of the accounting period covered by the consolidated
financial statements of Borrower and its Subsidiaries, and delivered pursuant to
this Agreement, the dollar amount of the fixed payments which Borrower or its
Subsidiaries are required to make by the terms of any lease to its landlords
during such period; (a) excluding, however (i) rentals under Capitalized Leases,
(ii) maintenance, repairs, taxes and other similar charges included in such
payments, (iii) amounts constituting step rent in accordance with GAAP, and (iv)
(without duplication) rentals under equipment leases whether operating leases or
Capitalized Leases, and (b) less (x) rental income and (y) amortization of
deferred gains on sale-leasebacks, such amortization not to exceed $1,000,000
for purposes hereof.

      REPORTABLE EVENT means an event described in Section 4043 of ERISA
excluding any such event for which the notice requirement is waived under
applicable regulations of the PBGC.

      REPRESENTATIVES means representatives, officers, directors, employees,
attorneys, and agents.

      RESERVE PERCENTAGE means, for all Lenders of a LIBOR Rate Borrowing for
the relevant Interest Period, the weighted average of the Reserve Requirements,
if any, incurred by each Lender on its Pro Rata Part of such Borrowing.

      RESERVE REQUIREMENT means, with respect to any LIBOR Rate Borrowing for
the relevant Interest Period, the maximum aggregate reserve requirements
(including all basic, supplemental, emergency, special, marginal and other
reserves required by applicable Law) applicable to a member bank of the Federal
Reserve System for eurocurrency fundings or liabilities.

      RESPONSIBLE OFFICER means the chairman, president, senior vice-president,
executive vice-president, chief executive officer, treasurer, or chief financial
officer of Borrower.

      RIGHTS means rights, remedies, powers, privileges, and benefits.

      SECURITY DOCUMENTS means, collectively, any security agreement, pledge
agreement, negative

                                       35
<PAGE>

pledge agreement, mortgage, deed of trust, or other agreement or document,
together with all related financing statements and stock powers, in form and
substance satisfactory to Administrative Agent and its legal counsel, executed
and delivered by any Person in connection with this Agreement to create a Lender
Lien on any of its real or personal property, as amended, supplemented, or
restated from time to time.

      SOLVENT means, as to a Person, that (a) the aggregate fair market value of
its assets exceeds its liabilities; (b) it has sufficient cash flow to enable it
to pay its Debts as they mature; and (c) it does not have unreasonably small
capital to conduct its businesses.

      SUBSIDIARY of any Person means any entity of which at least 50% (in number
of votes) of the stock (or equivalent interests) is owned of record or
beneficially, directly or indirectly, by that Person.

      SWING LINE BORROWING means any Borrowing under the Swing Line Subfacility.

      SWING LINE MATURITY DATE means the earlier of (a) July 13, 2010 or (b) the
date of the acceleration of maturity of the Swing Line Subfacility in accordance
with SECTION 12.

      SWING LINE NOTE means a promissory note substantially in the form of the
attached EXHIBIT B, as amended, supplemented, and restated.

      SWING LINE SUBFACILITY means the facility under the Facility described in
SECTION 2.4.

      TAXES means, for any Person, taxes, assessments or other governmental
charges or levies imposed upon it, its income, or any of its properties,
franchises, or assets.

      TRIBUNAL means any (a) local, state, or federal judicial, executive, or
legislative instrumentality; (b) private arbitration board or panel having
binding authority with respect to any party to be bound thereby pursuant to a
written agreement entered into by such party; or (c) central bank.

      TYPE means any type of Borrowing determined with respect to the applicable
interest option.

      UCP means the Uniform Customs and Practices for Documentary Credit (1993
version), International Chamber of Commerce Publication No. 500 (as amended or
modified from time to time).

      WHOLLY-OWNED SUBSIDIARY means a Subsidiary owned 100% by Borrower.

      1.2 Number and Gender of Words. The singular includes the plural where
appropriate and vice versa, and words of any gender include each other gender
where appropriate.

      1.3 Accounting Principles. Unless otherwise stated, (a) GAAP determines
all accounting and financial terms and compliance with financial covenants; (b)
all accounting principles applied in a current period must be consistent in all
material respects with those applied during the preceding comparable period,
unless the change is required by GAAP; provided however, if the Borrower wishes
to change an accounting principle that is not consistent with that applied
during the preceding comparable period, and is not required under GAAP, such
change shall not be effective unless (i) the Borrower shall have objected in
writing to determining such compliance on such basis within ten (10) days of
delivery to the Administrative Agent of the financial statements relating to
such period, or (ii) the Majority Lenders shall so object in writing within
thirty (30) days after receipt of such financial statements, in either of which
events such calculations shall be made on a basis consistent with those used in
the preparation of the latest

                                       36
<PAGE>

financial statements as to which such objection shall not have been made (which,
if objection is made in respect of the first financial statements delivered
under SECTION 8.1 hereof, shall mean the Current Financials); and (c) the
Borrower shall deliver to the Administrative Agent at the same time as the
delivery of any annual or quarterly financial statement under SECTION 8.1 hereof
(i) a description in reasonable detail of any material variation between the
application of accounting principles employed in the preparation of such
statement and the application of accounting principles employed in the
preparation of the next preceding annual or quarterly financial statements as to
which no objection has been made in accordance with the proviso of SUBPARAGRAPH
(b) above and (ii) reasonable estimates of the difference between such
statements arising as a consequence thereof. Notwithstanding the foregoing to
the contrary, for changes which are required under GAAP where GAAP does not
require restatement or proforma disclosure of the impact of the change on prior
periods, the impact of the change on prior periods will only be disclosed if
reasonably practical to estimate.

SECTION 2 COMMITMENT.

      2.1   The Facility. Subject to the provisions in the Loan Papers, each
Lender severally and not jointly agrees to lend to Borrower its Pro Rata Part of
one or more Borrowings under the Facility which Borrower may borrow, repay, and
reborrow under this Agreement:

            (i)   Each Borrowing under the Facility must occur on a Business Day
      and no later than the Business Day immediately preceding the Facility
      Maturity Date;

            (ii)  Each Borrowing must be in an amount not less than (i)
      $1,000,000 or a greater integral multiple of $100,000 (if an ABR Borrowing
      other than a Swing Line Borrowing or an ABR Borrowing the proceeds of
      which are used to repay a Swing Line Borrowing) or (ii) $2,000,000 or a
      greater integral multiple of $100,000 (if a LIBOR Rate Borrowing); and

            (iii) When determined, (i) the Facility Commitment Usage may not
      exceed the Facility Committed Sum and (ii) no Lender's Pro Rata Part of
      the Facility Commitment Usage may exceed such Lender's Facility Committed
      Sum.

      2.2   Borrowing Procedure. The following procedures apply to Borrowings
other than Swing Line Borrowings (see SECTION 2.4) and drawings under an LC (see
SECTION 2.3):

            (i)   Borrower may request a Borrowing by submitting to
      Administrative Agent a Borrowing Request. The Borrowing Request must be
      received by Administrative Agent no later than (i) 12:00 noon on the third
      Business Day preceding the Borrowing Date for any LIBOR Rate Borrowing or
      (ii) 11:00 a.m. on the Borrowing Date for any ABR Borrowing.
      Administrative Agent shall promptly notify each Lender of its receipt of
      any Borrowing Request and its contents. A Borrowing Request is irrevocable
      and binding on Borrower.

            (ii)  By 2:00 p.m. on the applicable Borrowing Date, each Lender
      shall remit its Pro Rata Part of each requested Borrowing by wire transfer
      to Administrative Agent pursuant to Administrative Agent's wire transfer
      instructions on SCHEDULE 1 (or as otherwise directed by Administrative
      Agent) in funds that are available for immediate use by Administrative
      Agent. Subject to receipt of such funds, Administrative Agent shall make
      such funds available to Borrower as directed in the Borrowing Request
      (unless Administrative Agent has actual knowledge that any applicable
      condition precedent has not been satisfied by Borrower and has not been
      waived by Majority Lenders).

                                       37
<PAGE>

      (iii) Absent contrary written notice from a Lender, Administrative Agent
may assume that each Lender has made its Pro Rata Part of the requested
Borrowing available to Administrative Agent on the applicable Borrowing Date,
and Administrative Agent may, in reliance upon such assumption (but is not
required to), make available to Borrower a corresponding amount. If a Lender
fails to make its Pro Rata Part of any requested Borrowing available to
Administrative Agent on the applicable Borrowing Date, Administrative Agent may
recover the applicable amount on demand (i) from that Lender, together with
interest at the Federal Funds Rate for the period commencing on the date the
amount was made available to Borrower by Administrative Agent and ending on (but
excluding) the date Administrative Agent recovers the amount from that Lender or
(ii) if that Lender fails to pay its amount upon demand, then from Borrower,
together with interest at an annual interest rate equal to the rate applicable
to the requested Borrowing for the period commencing on the Borrowing Date and
ending on (but excluding) the date Administrative Agent recovers the amount from
Borrower. No Lender is responsible for the failure of any other Lender to make
its Pro Rata Part of any Borrowing.

2.3   LC Subfacility.

      (i)   Subject to the terms and conditions of this Agreement and applicable
Law, Administrative Agent agrees to issue LCs under the Facility upon Borrower's
delivery of an LC Request and a duly executed LC Agreement, each of which must
be received by Administrative Agent no later than 12:00 noon on the third
Business Day before the requested LC is to be issued; provided that the LC
Exposure may not exceed $20,000,000 and the Facility Commitment Usage may not
exceed the Facility Commitment Sum. Each LC must expire no later than the
earlier (i) of five (5) days before the Facility Maturity Date and (ii) one (1)
year after such LCs issuance (provided that, LCs may, if so requested by
Borrower, be self-extending for up to one additional year with up to one hundred
twenty (120) days cancellation notice, but in no event shall the expiration
extend beyond the date contemplated by this SECTION 2.3(a)(i)).

      (ii)  Immediately upon Administrative Agent's issuance of any LC,
Administrative Agent shall be deemed to have sold and transferred to each other
Lender, and each other Lender shall be deemed irrevocably and unconditionally to
have purchased and received from Administrative Agent, without recourse or
warranty, an undivided interest and participation (to the extent of such
Lender's Pro Rata Part of the Facility Commitment Sum) in the LC and all
applicable Rights of Administrative Agent in the LC (other than Rights to
receive certain fees provided for in SECTION 4.2). Administrative Agent agrees
to provide a copy of each LC to each other Lender promptly after issuance.
However, Administrative Agent's failure to promptly send to Lenders a copy of an
issued LC shall not affect the rights and obligations of Administrative Agent
and Lenders under this Agreement.

      (iii) To induce Administrative Agent to issue and maintain LCs, and to
induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse
Administrative Agent (i) within one (1) Business Day after Borrower receives
notice from Administrative Agent that any draft or draw request has been
properly presented under any LC, or, if the draft of draw request is for payment
at a future date, within one (1) Business Day before the payment date specified
in the draw request, the amount paid or to be paid by Administrative Agent and
(ii) promptly, upon demand, the amount of any additional fees Administrative
Agent customarily charges for the application and issuance of an LC, for
confirming, negotiating or amending LC Agreements, for honoring drafts and draw
requests, and taking similar action in connection with letters of credit. If
Borrower does not timely pay or reimburse Administrative Agent for any

                                       38
<PAGE>

drafts or draw requests paid or to be paid, Administrative Agent shall fund
Borrower's reimbursement obligations as an ABR Borrowing, Pro Rata among the
Lenders, under the Facility and the proceeds of the ABR Borrowing shall be
advanced directly to Administrative Agent to pay Borrower's unpaid reimbursement
obligations. If funds cannot be advanced under the Facility for the immediately
preceding sentence to fund the reimbursement obligations as a Borrowing under
the Facility, then Borrower's reimbursement obligation shall constitute a demand
obligation. Borrower's reimbursement obligations shall accrue interest (x) at
the ABR plus the Applicable Margin from the date Administrative Agent pays the
applicable draft or draw request through the date Administrative Agent is paid
or reimbursed by Borrower and, (y) if funds are not advanced under the Facility,
at the Default Rate from the date Administrative Agent pays the applicable draft
or draw request through the date Administrative Agent is paid or reimbursed by
Borrower. Borrower's obligations under this SECTION 2.3(c) are absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment that Borrower may have at any time against
Administrative Agent or any other Person. Administrative Agent shall promptly
distribute reimbursement payments received from Borrower to all Lenders
according to their Pro Rata Part of the Facility Commitment Sum.

      (iv)  Administrative Agent shall promptly notify Borrower of the date and
amount of any draft or draw request presented for honor under any LC (but
failure to give notice will not affect Borrower's obligations under this
Agreement). Administrative Agent shall pay the requested amount upon presentment
of a draft or draw request unless presentment on its face does not comply with
the terms of the applicable LC. When making payment, Administrative Agent may
disregard (i) any default or potential default that exists under any other
agreement and (ii) obligations under any other agreement that have or have not
been performed by the beneficiary or any other Person (and Administrative Agent
is not liable for any of those obligations). Borrower's reimbursement
obligations to Administrative Agent and Lenders, and each Lender's obligations
to Administrative Agent, under this SECTION 2.3 are absolute and unconditional
irrespective of, and Administrative Agent is not responsible for, (1) the
validity, enforceability, sufficiency, accuracy, or genuineness of documents or
endorsements (even if they are in any respect invalid, unenforceable,
insufficient, inaccurate, fraudulent, or forged), (2) any dispute by any Company
with or any Company's claims, setoffs, defenses, counterclaims, or other Rights
against Administrative Agent, any Lender, or any other Person, or (iii) the
occurrence of any Potential Default or Default.

      (v)   If Borrower fails to reimburse Administrative Agent as provided in
SECTION 2.3(c) and funds are not advanced under the Facility to satisfy the
reimbursement obligations, Administrative Agent shall promptly notify each
Lender of Borrower's failure, of the date and amount paid, and of each Lender's
Pro Rata Part of the unreimbursed amount. Each Lender shall promptly and
unconditionally make available to Administrative Agent in immediately available
funds its Pro Rata Part of the unpaid reimbursement obligation. Such funds are
due and payable to Administrative Agent before the close of business on (i) the
Business Day Administrative Agent gives notice to each Lender of Borrower's
reimbursement failure if the notice is received by a Lender before 2:00 p.m. in
the time zone where such Lender's office listed on SCHEDULE 1 is located, or
(ii) on the next succeeding Business Day after the Business Day Administrative
Agent gives notice to each Lender of Borrower's reimbursement failure, if notice
is received after 2:00 p.m. in the time zone where such Lender's office listed
on SCHEDULE 1 is located. All amounts payable by any Lender accrue interest at
the Federal Funds Rate from the day the applicable draft or draw is paid by
Administrative Agent to (but not including) the date the amount is paid by the
Lender to Administrative Agent.

                                       39
<PAGE>

      (vi)  Borrower acknowledges that each LC is deemed issued upon delivery to
the beneficiary or Borrower. If Borrower requests that any LC be delivered to
Borrower rather than the beneficiary, and Borrower subsequently cancels that LC,
Borrower agrees to return it to Administrative Agent together with Borrower's
written certification that it has never been delivered to the beneficiary. If
any LC is delivered to the beneficiary under Borrower's instructions, Borrower's
cancellation is ineffective without Administrative Agent's receipt of the LC and
the beneficiary's written consent to the cancellation.

      (vii) Administrative Agent agrees with each Lender that it will examine
all documents with reasonable care to ascertain that each appears on its face to
be in accordance with the terms and conditions of the LC. Each Lender and
Borrower agree that, in paying any draft or draw under any LC, Administrative
Agent has no responsibility to obtain any document (other than any documents
expressly required by the respective LC) or to ascertain or inquire as to any
document's validity, enforceability, sufficiency, accuracy, or genuineness or
the authority of any Person delivering it. Neither Administrative Agent nor its
Representatives will be liable to any Lender or any Company for any LCs use or
for any beneficiary's acts or omissions. Any action, inaction, error, delay, or
omission taken or suffered by Administrative Agent or any of its Representatives
in connection with any LC, applicable draws, drafts, or documents, or the
transmission, dispatch, or delivery of any related message or advice, if in
conformity with applicable Laws and in accordance with the standards of care
specified in the UCP, is binding upon the Companies and Lenders. Administrative
Agent is not liable to any Company or any Lender for any action taken or omitted
by Administrative Agent or its Representative in connection with any LC in the
absence of gross negligence or willful misconduct.

      (viii) On the Facility Maturity Date, upon a termination under SECTION
2.5, during the continuance of a Default under SECTION 11.3, or upon any demand
by Administrative Agent during the continuance of any other Default, Borrower
shall provide to Administrative Agent, for the benefit of Lenders, cash
collateral in an amount equal to the then-existing LC Exposure. Any cash
collateral provided by Borrower to Administrative Agent in accordance with this
SECTION 2.3(h) shall be deposited by Administrative Agent in an interest bearing
cash collateral account maintained with Administrative Agent at the office of
Administrative Agent and invested in obligations issued or guaranteed by the
United States and, upon the surrender of any LC, Administrative Agent shall
deliver the appropriate funds on deposit in such collateral account to Borrower
together with interest accrued on such funds.

      (ix) BORROWER SHALL PROTECT, INDEMNIFY, PAY, AND SAVE ADMINISTRATIVE
AGENT, EACH LENDER AND THEIR RESPECTIVE REPRESENTATIVES HARMLESS FROM AND
AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, LOSSES, COSTS,
CHARGES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) WHICH ANY OF THEM
MAY INCUR OR BE SUBJECT TO AS A CONSEQUENCE OF THE ISSUANCE OF ANY LC, ANY
DISPUTE ABOUT IT, ANY CANCELLATION OF ANY LC BY BORROWER, OR THE FAILURE OF
ADMINISTRATIVE AGENT TO HONOR A DRAFT OR DRAW REQUEST UNDER ANY LC AS A RESULT
OF ANY ACT OR OMISSION (WHETHER RIGHT OR WRONG) OF ANY PRESENT OR FUTURE
TRIBUNAL. HOWEVER, NO PERSON IS ENTITLED TO INDEMNITY UNDER THE FOREGOING FOR
ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE PROVISIONS OF AND
UNDERTAKINGS AND INDEMNIFICATION SET FORTH IN THIS PARAGRAPH

                                       40
<PAGE>

      SHALL SURVIVE THE SATISFACTION AND PAYMENT OF THE OBLIGATION AND
      TERMINATION OF THIS AGREEMENT.

            (x) Although referenced in any LC, terms of any particular agreement
      or other obligation to the beneficiary are not incorporated into this
      Agreement in any manner. The fees and other amounts payable with respect
      to each LC are as provided in this Agreement, drafts and draws under each
      LC are part of the Obligation, and the terms of this Agreement control any
      conflict between the terms of this Agreement and any LC Agreement.

            (xi) Each of the parties hereto hereby acknowledges and agrees that
      the Existing LCs are and shall be deemed LCs hereunder and Lenders hereby
      assume and are jointly and severally obligated in all respects with
      respect to the Existing LCs in accordance with the terms of this SECTION
      2.3. Notwithstanding anything to the contrary set forth herein or in any
      other Loan Paper, JPMorgan Chase Bank, N.A. shall be deemed to be an
      issuer of LCs with respect to the Existing LCs.

      2.4 Swing Line Subfacility.

            (i) For the convenience of the parties, the Administrative Agent,
      solely for its own account, may make any requested Borrowing of not less
      than $500,000 (or a greater integral multiple of $100,000) directly to
      Borrower as a Swing Line Borrowing without requiring each other Lender to
      fund its Pro Rata Part thereof unless and until SECTION 2.4(c) is
      applicable. Swing Line Borrowings are subject to the following conditions:

                  (i) Each Swing Line Borrowing must occur on a Business Day
            before the Swing Line Maturity Date;

                  (ii) When determined, (x) the aggregate Swing Line Debt
            outstanding may not exceed $5,000,000 and (y) the Facility
            Commitment Usage may not exceed the Facility Committed Sum;

                  (iii) On any date when Borrowings equal to or in excess of
            $5,000,000 are funded under the Facility, all or a portion of the
            proceeds of those Borrowings shall be used to repay in full all
            indebtedness then outstanding under the Swing Line Subfacility;

                  (iv) Each Swing Line Borrowing is deemed an ABR Borrowing; and

                  (v) Each Borrowing under the Swing Line Subfacility is
            available and may be prepaid on same-day telephonic notice from
            Borrower to Administrative Agent, if notice is received by
            Administrative Agent before 11:00 a.m.

            (ii) Each Swing Line Borrowing shall be repaid on the earlier of (i)
      the date that is five Business Days after the making of such Swing Line
      Borrowing and (ii) the Swing Line Maturity Date.

            (iii) If (i) any Swing Line Borrowing remains outstanding at 12:00
      noon on the Business Day immediately prior to the Business Day on which
      Swing Line Borrowings are due and payable pursuant to SECTION 2.4(b) and
      by such time Administrative Agent shall not have received a Borrowing
      Request from Borrower pursuant to SECTION 2.2 requesting an ABR

                                       41

<PAGE>

      Borrowing on the following Business Day in an amount at least equal to the
      aggregate principal amount of such Swing Line Borrowings or (ii) any Swing
      Line Borrowing remains outstanding during the existence of a Potential
      Default or a Default, Administrative Agent shall be deemed to have
      received a Borrowing Request from Borrower pursuant to SECTION 2.2
      requesting an ABR Borrowing on such following Business Day in an amount
      equal to the aggregate amount of such Swing Line Borrowings; provided that
      such ABR Borrowing shall be made notwithstanding Borrower's failure to
      comply with SECTION 6.2. Notwithstanding the foregoing, if an ABR
      Borrowing becomes legally impractical, Administrative Agent shall promptly
      notify each Lender of Borrower's failure to pay such Swing Line Borrowings
      and the unpaid amount of such Swing Line Borrowings. No later than the
      close of business on the date Administrative Agent gives notice (if notice
      is given before 12:00 noon on any Business Day, or, if made at any other
      time, on the next Business Day following the date of notice), each Lender
      shall irrevocably and unconditionally purchase and receive from
      Administrative Agent a ratable participation in such Swing Line Borrowings
      and shall make available to Administrative Agent in immediately available
      funds its Pro Rata Part of such unpaid amount, together with interest from
      the date when its payment was due to, but not including, the date of
      payment, at the Federal Funds Rate. If a Lender does not promptly pay its
      amount upon Administrative Agent's demand, and until Lender makes the
      required payment, Administrative Agent is deemed to continue to have
      outstanding a Swing Line Borrowing in the amount of the Lender's unpaid
      obligation. Borrower shall make each payment of all or any part of any
      Swing Line Borrowing to Administrative Agent for the ratable benefit of
      Administrative Agent and those Lenders who have funded their
      participations in Swing Line Borrowings under this SECTION 2.4(c) (but all
      interest accruing on Swing Line Borrowings before the funding date of any
      participation is payable solely to Administrative Agent for its own
      account).

      2.5 Termination. Without premium or penalty, and upon giving at least ten
(10) Business Days prior written and irrevocable notice to Administrative Agent,
Borrower may terminate all or part of the unused portion of the Facility
Committed Sum. Each partial termination must be in an amount of not less than
$5,000,000 or a greater integral multiple of $1,000,000, and shall be Pro Rata
among all Lenders. Once terminated in full, the Facility Committed Sum may not
be increased or reinstated.

      2.6 Optional Increase in Facility Committed Sum.

            (i) At any time prior to the Facility Maturity Date, Borrower may
      increase the Facility Committed Sum, either by designating a financial
      institution not theretofore a Lender to become a Lender (such designation
      to be effective only with the prior written consent of Administrative
      Agent, which consent will not be unreasonably withheld or delayed), or by
      agreeing with one or more existing Lenders that such Lender's or Lenders'
      Committed Sum shall be increased. Upon execution and delivery by the
      Borrower and such Lender or other financial institution of an instrument
      in form reasonably satisfactory to Administrative Agent, such existing
      Lender shall have a Committed Sum as therein set forth or such other
      financial institution shall become a Lender with a Committed Sum as
      therein set forth and all the rights and obligations of a Lender with a
      Committed Sum hereunder; provided that:

                  (i) no Event of Default shall have occurred and be continuing
            or result therefrom;

                  (ii) Borrower shall provide prompt notice of such increase to
            Administrative Agent, who shall promptly notify the Lenders;

                                       42

<PAGE>

                  (iii) the Committed Sum of each such other financial
            institution shall be not less than $15,000,000; and

                  (iv) immediately after such increase is made, the Facility
            Committed Sum shall not exceed $160,000,000.

            (ii) Upon any increase in the Facility Committed Sum pursuant to
      SECTION 2.6(a), within five Business Days, in the case of any ABR
      Borrowings then outstanding, and at the end of the then current Interest
      Period with respect thereto, in the case of any LIBOR Rate Borrowings then
      outstanding, Borrower shall prepay such Borrowings in their entirety and,
      to the extent Borrower elects to do so and subject to the conditions
      specified in SECTION 6.3, Borrower shall reborrow Borrowings from Lenders
      in proportion to their respective Pro Rata Part after giving effect to
      such increase, until such time as all outstanding Borrowings are held by
      Lenders in such proportion. Effective upon such increase, the amount of
      the participations held by each Lender in each LC then outstanding shall
      be adjusted such that, after giving effect to such adjustments, Lenders
      shall hold participations in each such LC in proportion to their
      respective Pro Rata Part after giving effect to such increase.

SECTION 3 TERMS OF PAYMENT.

      3.1 Notes and Payments.

            (i)

                  (i) The Principal Debt shall be evidenced by the Facility
            Notes, one payable to each Lender in the stated principal amount of
            its Committed Sum for the Facility.

                  (ii) Principal Debt under the Swing Line Subfacility shall be
            evidenced by a Swing Line Note payable to the Administrative Agent
            in the stated principal amount of $5,000,000.

            (ii) Borrower must make each payment and prepayment on the
      Obligation, without offset, counterclaim, or deduction, to Administrative
      Agent's principal office in New York, New York, in funds that will be
      available for immediate use by Administrative Agent by 12:00 noon on the
      day due. Payments received after such time shall be deemed received on the
      next Business Day. Administrative Agent shall pay to each Lender any
      payment to which that Lender is entitled on the same day Administrative
      Agent receives the funds from Borrower if Administrative Agent receives
      the payment or prepayment before 12:00 noon, and otherwise before 12:00
      noon on the following Business Day. If and to the extent that
      Administrative Agent does not make payments to Lenders when due, unpaid
      amounts shall accrue interest at the Federal Funds Rate from the due date
      until (but not including) the payment date.

      3.2 Interest and Principal Payments.

            (i) Interest Payments. Accrued interest on each Borrowing is due and
      payable on the last day of its respective Interest Period. If any Interest
      Period with respect to a LIBOR Rate Borrowing is a period greater than
      three (3) months, then accrued interest is also due and payable on the
      date three (3) months after the commencement of the Interest Period.
      Accrued interest on

                                       43

<PAGE>

      each ABR Borrowing is due and payable on each March 31, June 30, September
      30, and December 31 and on the Facility Maturity Date.

            (ii) Principal Payments. The Principal Debt is due and payable on
      the Facility Maturity Date.

            (iii) Mandatory Prepayments of Proceeds. The following amounts shall
      be applied to prepay the Principal Debt:

                  (i) 100% of the net proceeds of any sale or issuance of equity
            of the Borrower, except (A) as provided in CLAUSE (iii) below or for
            Securities issued pursuant to employee stock options or similar
            plans and (B) for the issuance of equity securities as consideration
            for acquisitions permitted by SECTION 9.8;

                  (ii) 100% of the net proceeds of any sale or other disposition
            by the Borrower or any of its subsidiaries of any assets (except for
            sales permitted under SECTION 9.10) in excess of $35,000,000 in the
            aggregate from the Closing Date to the date of such sale or other
            disposition;

                  (iii) 100% of the first $25,000,000 of net proceeds resulting
            from the issuance by Borrower of convertible preferred securities or
            subordinated debt, and 75% of the net proceeds of any subordinated
            debt issued thereafter, shall be applied to the prepayment of
            Principal Debt, each in accordance with this SECTION 3.2(c).

            (iv) Mandatory Prepayment. If (i) the Facility Commitment Usage ever
      exceeds the Facility Committed Sum or (ii) Borrower's property becomes the
      subject of a casualty or condemnation, the proceeds of which exceed
      $500,000 in the aggregate, then Borrower shall prepay (1) the Principal
      Debt under the Facility in at least the amount of the excess described in
      (i) above, (2) the Principal Debt under the Facility by the amount of
      proceeds of sales described in SECTION 3.2(c)(ii) above, and (3) the
      Principal Debt under the Facility by the amount of proceeds of casualty or
      condemnation described in (ii) above, together with (x) all accrued and
      unpaid interest on the principal amount so prepaid and (y) any resulting
      Funding Loss; provided, however, that Borrower shall not be required to
      make any prepayment required by this SECTION 3.2(d) until the last day of
      the Interest Period with respect to such Principal Debt so long as an
      amount equal to such prepayment is deposited by Borrower in a cash
      collateral account with Administrative Agent to be held in such account on
      terms reasonably satisfactory to Administrative Agent.

            (v) Voluntary Prepayment. Borrower may voluntarily repay or prepay
      all or any part of the Principal Debt at any time without premium or
      penalty, subject to the following conditions:

                  (i) Administrative Agent must receive Borrower's written
            payment notice by (A) 12:00 noon on the third Business Day preceding
            the date of payment of a LIBOR Rate Borrowing and (B) 11:00 a.m. on
            the date of payment of an ABR Borrowing which shall specify the
            payment date, the facility or the subfacility under this Agreement
            being paid and the Type and amount of the Borrowing(s) to be paid,
            and which shall constitute an irrevocable and binding obligation of
            Borrower to make a repayment or prepayment on the designated date;

                                       44

<PAGE>

                  (ii) each partial repayment or prepayment must be in a minimum
            amount of at least $2,000,000 or a greater integral multiple of
            $100,000 (if a LIBOR Rate Borrowing), or $1,000,000 or a greater
            integral multiple of $100,000 (if an ABR Borrowing other than under
            the Swing Line Subfacility) or $500,000 or a greater multiple (if a
            Borrowing under the Swing Line Subfacility);

                  (iii) all accrued interest on the portion of the Obligation
            being prepaid must also be paid in full on the date of payment; and

                  (iv) Borrower shall pay any related Funding Loss upon demand.

      3.3 Interest Options. Except as specifically otherwise provided,
Borrowings bear interest at an annual rate equal to the lesser of (a) the ABR
plus the Applicable Margin or LIBOR plus the Applicable Margin (in each case as
designated or deemed designated by Borrower and, in the case of LIBOR Rate
Borrowings, for the Interest Period designated by Borrower), as the case may be,
and (b) the Maximum Rate. Each change in the ABR and Maximum Rate is effective,
without notice to Borrower or any other Person, upon the effective date of
change.

      3.4 Quotation of Rates. A Responsible Officer of Borrower may call
Administrative Agent before delivering a Borrowing Request to receive an
indication of the interest rates then in effect, but the indicated rates do not
bind Administrative Agent or Lenders or affect the interest rate that is
actually in effect when Borrower delivers its Borrowing Request or on the
Borrowing Date.

      3.5 Default Rate. If permitted by Law, all past-due Principal Debt,
Borrower's past-due payment and reimbursement obligations in connection with
LCs, and past-due interest accruing on any of the foregoing, bears interest from
the date due (stated or by acceleration) at the Default Rate until paid,
regardless whether payment is made before or after entry of a judgment.

      3.6 Interest Recapture. If the designated interest rate applicable to any
Borrowing exceeds the Maximum Rate, the interest rate on that Borrowing is
limited to the Maximum Rate, but, to the extent permitted by applicable Laws,
any subsequent reductions in the designated rate shall not reduce the interest
rate thereon below the Maximum Rate until the total amount of accrued interest
equals the amount of interest that would have accrued if that designated rate
had always been in effect. If at maturity (stated or by acceleration), or at
final payment of the Notes, the total interest paid or accrued is less than the
interest that would have accrued if the designated rates had always been in
effect, then, at that time and to the extent permitted by applicable Law,
Borrower shall pay an amount equal to the difference between (a) the lesser of
the amount of interest that would have accrued if the designated rates had
always been in effect and the amount of interest that would have accrued if the
Maximum Rate had always been in effect, and (b) the amount of interest actually
paid or accrued on the Notes.

      3.7 Interest Calculations.

            (i) Interest will be calculated on the basis of actual number of
      days elapsed (including the first day but excluding the last day) but
      computed as if each calendar year consisted of three hundred sixty (360)
      days for LIBOR Rate Borrowings (unless the calculation would result in an
      interest rate greater than the Maximum Rate, in which event interest will
      be calculated on the basis of a year of 365 or 366 days, as the case may
      be), and 365 or 366 days, as the case may be, for ABR Borrowings. All
      interest rate determinations and calculations by Administrative Agent are
      conclusive and binding absent manifest error.

                                       45

<PAGE>

            (ii) The provisions of this Agreement relating to calculation of the
      ABR and LIBOR Rates are included only for the purpose of determining the
      rate of interest or other amounts to be paid under this Agreement that are
      based upon those rates.

      3.8 Maximum Rate. Regardless of any provision contained in any Loan Paper
or any document related thereto, it is the intent of the parties to this
Agreement that neither Administrative Agent nor any Lender contract for, charge,
take, reserve, receive, or apply as interest on all or any part of the
Obligation any amount in excess of the Maximum Rate or the Maximum Amount or
receive any unearned interest in violation of any applicable Law, and, if
Lenders ever do so, then any excess shall be treated as a partial repayment or
prepayment of principal and any remaining excess shall be refunded to Borrower.
In determining if the interest paid or payable exceeds the Maximum Rate,
Borrower and Lenders shall, to the maximum extent permitted under applicable
Law, (a) treat all Borrowings as but a single extension of credit (and Lenders
and Borrower agree that is the case and that provision in this Agreement for
multiple Borrowings is for convenience only); (b) characterize any nonprincipal
payment as an expense, fee or premium rather than as interest; (c) exclude
voluntary repayments or prepayments and their effects; and (d) amortize,
prorate, allocate, and spread the total amount of interest throughout the entire
contemplated term of the Obligation. However, if the Obligation is paid in full
before the end of its full contemplated term, and if the interest received for
its actual period of existence exceeds the Maximum Amount, Lenders shall refund
any excess (and Lenders may not, to the extent permitted by Law, be subject to
any penalties provided by any Laws for contracting for, charging, taking,
reserving, or receiving interest in excess of the Maximum Amount).

      3.9 Interest Periods. When Borrower requests any LIBOR Rate Borrowing,
Borrower may elect the applicable interest period (each an "INTEREST PERIOD"),
which may be, at Borrower's option, one (1), two (2), three (3), or six (6)
months for LIBOR Rate Borrowings, subject to the following conditions: (a) the
initial Interest Period for a LIBOR Rate Borrowing commences on the applicable
Borrowing Date or conversion date, and each subsequent Interest Period
applicable to any Borrowing commences on the day when the next preceding
applicable Interest Period expires; (b) if any Interest Period for a LIBOR Rate
Borrowing begins on a day for which there exists no numerically corresponding
Business Day in the calendar month at the end of the Interest Period ("ENDING
CALENDAR MONTH"), then the Interest Period ends on the next succeeding Business
Day of the Ending Calendar Month, unless there is no succeeding Business Day in
the Ending Calendar Month in which case the Interest Period ends on the next
preceding Business Day of the Ending Calendar Month; (c) no Interest Period for
any portion of Principal Debt may extend beyond the scheduled repayment date for
that portion of Principal Debt; and (d) there may not be in effect at any one
time more than six (6) Interest Periods under the Facility.

      3.10 Conversions. Borrower may (a) on the last day of the applicable
Interest Period convert all or part of a LIBOR Rate Borrowing to an ABR
Borrowing; (b) at any time convert all or part of an ABR Borrowing to a LIBOR
Rate Borrowing; and (c) elect a new Interest Period for a LIBOR Rate Borrowing.
Any such conversion is subject to the dollar limits and denominations of SECTION
2.1 and may be accomplished by delivering a Conversion Request to Administrative
Agent no later than (i) 12:00 noon on the third Business Day before the
conversion date for conversion to a LIBOR Rate Borrowing and the last day of the
Interest Period, for the election of a new Interest Period, and (ii) 11:00 a.m.
on the last day of the Interest Period for conversion to an ABR Borrowing.
Absent Borrower's notice of conversion or election of a new Interest Period, a
LIBOR Rate Borrowing shall be converted to an ABR Borrowing when the applicable
Interest Period expires.

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<PAGE>

      3.11 Order of Application.

            (i) If no Default or Potential Default exists, any payment shall be
      applied to the Obligation in the order and manner as provided in this
      Agreement.

            (ii) If a Default or Potential Default exists, any payment
      (including proceeds from the exercise of any Rights) shall be applied in
      the following order: (i) to all fees and expenses for which Administrative
      Agent or Lenders have not been paid or reimbursed in accordance with the
      Loan Papers (and if such payment is less than all unpaid or unreimbursed
      fees and expenses, then the payment shall be paid against unpaid and
      unreimbursed fees and expenses in the order of incurrence or due date);
      (ii) to accrued interest on the Principal Debt; (iii) to the Principal of
      Debt outstanding under the Swing Line Subfacility; (iv) to any LC
      reimbursement obligations that are due and payable and that remain
      unfunded by any Borrowing under the Facility; (v) to the remaining
      Obligation in the order and manner Majority Lenders deem appropriate; and
      (vi) as a deposit with Administrative Agent, for the benefit of Lenders,
      as security for and payment of any subsequent LC reimbursement
      obligations.

      3.12 Sharing of Payments, Etc. If any Lender obtains any amount (whether
voluntary, involuntary or otherwise, including, without limitation, as a result
of exercising its Rights under SECTION 3.13) that exceeds its combined Pro Rata
Part of the Facility Commitment Usage, then that Lender shall purchase from the
other Lenders participations that will cause the purchasing Lender to share the
excess amount ratably with each other Lender. If all or any portion of any
excess amount is subsequently recovered from the purchasing Lender, then the
purchase shall be rescinded and the purchase price restored to the extent of the
recovery. Borrower agrees that any Lender purchasing a participation from
another Lender under this section may, to the fullest extent permitted by Law,
exercise all of its Rights of payment (including the Right of offset) with
respect to that participation as fully as if that Lender were the direct
creditor of Borrower in the amount of that participation.

      3.13 Offset. If a Default exists, each Lender is entitled, but is not
obligated, to exercise (for the benefit of all Lenders in accordance with
SECTION 3.12) the Rights of offset and banker's Lien against each and every
account and other property, or any interest therein, that any Company may now or
hereafter have with, or which is now or hereafter in the possession of, that
Lender to the extent of the full amount of the Obligation owed to it.

      3.14 Booking Borrowings. To the extent permitted by Law, any Lender may
make, carry, or transfer its Borrowings at, to, or for the account of any of its
branch offices or the office of any of its Affiliates. However, no Affiliate is
entitled to receive any greater payment under SECTION 3.16 than the transferor
Lender would have been entitled to receive with respect to those Borrowings.

      3.15 Basis Unavailable or Inadequate for LIBOR. If, on or before any date
when LIBOR Rate is to be determined for a Borrowing, Administrative Agent, or
any Lender determines (and Majority Lenders agree with that determination) that
the basis for determining the applicable rate is not available or that the
resulting rate does not accurately reflect the cost to Lenders of making or
converting Borrowings at that rate for the applicable Interest Period, then
Administrative Agent shall promptly notify Borrower and Lenders of that
determination (which is conclusive and binding on Borrower absent manifest
error) and the applicable Borrowing shall bear interest at the sum of the ABR
plus the Applicable Margin. Until Administrative Agent notifies Borrower that
those circumstances no longer exist, Lenders' commitments under this Agreement
to make, or to convert to, LIBOR Rate Borrowings (as the case may be) will be
suspended.

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      3.16 Additional Costs.

            With respect to any Law, requirement, request, directive, or change
      affecting banking institutions generally:

            (i) With respect to any LIBOR Rate Borrowing or ABR Borrowing, if
      (i) any change in present Law or any future Law imposes, modifies, or
      deems applicable (or if compliance by any Lender with any such requirement
      of any Tribunal results in) any such requirement that any reserves
      (including, without limitation, any marginal, emergency, supplemental, or
      special reserves) be maintained, and (ii) those reserves reduce any sums
      receivable by that Lender under this Agreement or increase the costs
      incurred by that Lender in advancing or maintaining any portion of any
      LIBOR Rate Borrowing, or ABR Borrowing, then (unless the effect is already
      reflected in the rate of interest then applicable under this Agreement)
      that Lender (through Administrative Agent) shall deliver to Borrower a
      certificate setting forth in reasonable detail the basis and calculation
      of the amount necessary to compensate it for its reduction or increase
      (which certificate is conclusive and binding absent manifest error), and
      Borrower shall promptly pay that amount to that Lender upon demand. The
      provisions of and undertakings and indemnification set forth in this
      paragraph shall survive the satisfaction and payment of the Obligation and
      termination of this Agreement.

            (ii) With respect to any Borrowing or LC, if any change in present
      Law or any future Law regarding capital adequacy or compliance by
      Administrative Agent (as issuer of LCs) or any Lender with any request,
      directive, or requirement now existing or hereafter imposed by any
      Tribunal regarding capital adequacy, or any change in its written policies
      or in the risk category of this transaction, reduces the rate of return on
      its capital as a consequence of its obligations under this Agreement to a
      level below that which it otherwise could have achieved (taking into
      consideration its policies with respect to capital adequacy) by an amount
      deemed by it to be material (and it may, in determining the amount, use
      reasonable assumptions and allocations of costs and expenses and use any
      reasonable averaging or attribution method), then (unless the effect is
      already reflected in the rate of interest then applicable under this
      Agreement) Administrative Agent or that Lender (through Administrative
      Agent) shall notify Borrower and deliver to Borrower a certificate setting
      forth in reasonable detail the calculation of the amount necessary to
      compensate it (which certificate is conclusive and binding absent manifest
      error), and Borrower shall promptly pay that amount to Administrative
      Agent or that Lender upon demand. The provisions of and undertakings and
      indemnification set forth in this paragraph shall survive the satisfaction
      and payment of the Obligation and termination of this Agreement.

            (iii) Any Taxes payable by Administrative Agent or any Lender or
      ruled (by a Tribunal) payable by Administrative Agent or any Lender in
      respect of this Agreement or any other Loan Paper shall, if permitted by
      Law, be paid by Borrower, together with interest and penalties, if any
      (except for (i)(1) Taxes imposed on or measured by the net income of
      Administrative Agent or that Lender (2) franchise or similar taxes of the
      Administrative Agent or that Lender and (3) amounts requested to be
      withheld for Taxes pursuant to the last sentence of SECTION 3.19 and (ii)
      except for interest and penalties incurred as a result of the gross
      negligence or willful misconduct of Administrative Agent or any Lender).
      Administrative Agent or that Lender (through Administrative Agent) shall
      notify Borrower and deliver to Borrower a certificate setting forth in
      reasonable detail the basis and calculation of the amount of payable
      Taxes, which certificate is conclusive and binding (absent manifest
      error), and Borrower shall promptly pay that amount to Administrative
      Agent for its account or the account of that Lender,

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      as the case may be. If Administrative Agent or that Lender subsequently
      receives a refund of the Taxes paid to it by Borrower, then the recipient
      shall promptly pay the refund to Borrower.

      3.17 Change in Laws. If any Law makes it unlawful for any Lender to make
or maintain any Borrowing based on the LIBOR Rate Borrowings, then that Lender
shall promptly notify Borrower and Administrative Agent, and (a) as to
undisbursed funds, that requested Borrowing shall be made as an ABR Borrowing
subject to the higher of the Prime Rate and the Federal Funds Rate plus 1%, and
(b), as to any outstanding Borrowing, (i) if maintaining the Borrowing until the
last day of the applicable Interest Period is unlawful, the Borrowing shall be
converted to an ABR Borrowing as of the date of notice, and Borrower shall pay
any related Funding Loss, or (ii) if not prohibited by Law, the Borrowing shall
be converted to an ABR Borrowing as of the last day of the applicable Interest
Period, or (iii) if any conversion will not resolve the unlawfulness, Borrower
shall promptly prepay the Borrowing, without penalty, together with any related
Funding Loss.

      3.18 Funding Loss. BORROWER AGREES TO INDEMNIFY EACH LENDER AGAINST, AND
PAY TO IT UPON DEMAND, ANY FUNDING LOSS OF THAT LENDER. When any Lender demands
that Borrower pay any Funding Loss, that Lender shall deliver to Borrower and
Administrative Agent a certificate setting forth in reasonable detail the basis
for imposing Funding Loss and the calculation of the amount, which calculation
is conclusive and binding absent manifest error. The provisions of and
undertakings and indemnification set forth in this paragraph shall survive the
satisfaction and payment of the Obligation and termination of this Agreement.

      3.19 Foreign Lenders. Each Lender that is organized under the Laws of any
jurisdiction other than the United States of America or any State thereof (a
"NON-U.S. LENDER") (a) represents to Administrative Agent and Borrower that (i)
no Taxes are required to be withheld by Administrative Agent or Borrower with
respect to any payments to be made to it in respect of the Obligation and (ii)
it has furnished to Administrative Agent and Borrower two duly completed copies
of U.S. Internal Revenue Service Form 4224, Form 1001, Form W-8, or any other
tax form acceptable to Administrative Agent and Borrower (wherein it claims
entitlement to complete exemption from U.S. federal withholding tax on all
interest payments under the Loan Papers) or, in the case of a Non-U.S. Lender
claiming exemption from U.S. federal tax under Section 871(h) or 881(c) of the
Code with respect to payments of "portfolio interest", Form W-8 or successor
applicable form (and, if such Non-U.S. Lender delivers copies of Form W-8, a
certificate representing that such Non-U.S. Lender is not a bank for purposes of
Section 881(c) of the Code, is not a ten percent (10%) shareholder of the
Borrower within the meaning of Section 871(h)(3)(B) of the Code and is not a
controlled foreign corporation related to the Borrower within the meaning of
Section 864(d)(4) of the Code), and (b) covenants to (i) provide Administrative
Agent and Borrower a new tax form upon the expiration or obsolescence of any
previously delivered form according to Law, duly executed and completed by it,
and (ii) comply from time to time with all Laws with regard to the withholding
tax exemption. If any of the foregoing is not true or the applicable forms are
not provided, then Borrower and Administrative Agent (without duplication) may
deduct and withhold from interest payments under the Loan Papers United States
federal income tax at the full rate applicable under the Code. The Borrower
shall not be required to indemnify or pay any additional amounts to any Non-U.S.
Lender in respect of U.S. federal income tax pursuant to this Agreement to the
extent that the obligation to pay U.S. federal income tax would not have
occurred but for the failure of such Non-U.S. Lender to deliver the forms or
other certifications required pursuant to this SECTION 3.19.

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SECTION 4 FEES.

      4.1 Treatment of Fees. The fees described in this SECTION 4 are calculated
on the basis of actual number of days (including the first day but excluding the
last day) elapsed, but computed as if each calendar year consisted of three
hundred sixty (360) days, unless computation would result in an interest rate in
excess of the Maximum Rate in which event the computation is made on the basis
of a year of 365 or 366 days, as the case may be. The fees described in this
SECTION 4 are in all events subject to the provisions of SECTION 3.8 of this
Agreement.

      4.2 LC Fees. As a condition to the issuance or extension of a LC, Borrower
shall pay to Administrative Agent (and such payment shall accompany each LC
Request) a fee equal to (a) one-eighth of one percent (0.125%) multiplied by (b)
the face amount of the LC, payable quarterly in arrears on March 31, June 30,
September 30 and December 31 of each year, and on the Facility Maturity Date.
Borrower shall also pay a commission on all outstanding LCs at a per annum rate
equal to the Applicable Margin with respect to LIBOR Rate Borrowings on the face
amount of each LC. Such commission shall be payable quarterly in arrears to
Administrative Agent for ratable distribution among the Lenders participating in
the Facility. Borrower also agrees to pay on demand and solely for the account
of Administrative Agent, any and all additional customary LC fees including
those relating to administering, issuing, confirming, negotiating or amending
LCs.

      4.3 Facility Commitment Fee. Borrower shall pay to Administrative Agent
for the account of each Lender a commitment fee ("COMMITMENT FEE"), payable as
it accrues on each March 31, June 30, September 30, and December 31, and on the
Facility Maturity Date, equal to the Applicable Margin times the amount by which
(a) such Lender's Facility Committed Sum exceeds (b) such Lender's average daily
Facility Commitment Usage, in each case during the calendar quarter ending on
such date. If there is any change in the Applicable Margin during any quarter,
the average daily amount shall be computed and multiplied by the Applicable
Margin separately for each period that such Applicable Margin was in effect
during such quarter.

SECTION 5 SECURITY.

      5.1 Collateral. Full and complete payment of the Obligation is secured by
all of the property (together with proceeds thereof and any additional
collateral ever furnished under SECTION 5.2, the "COLLATERAL") described in the
following Security Documents: a security agreement in respect of all accounts
receivable, equipment (except as otherwise provided pursuant to the terms of
such security agreement), fixtures, inventory, escrow accounts and other
personal property of the Borrower, a pledge agreement executed by the Borrower
of all owned capital stock of any Subsidiary, provided that the pledge as
respects the capital stock of a foreign Subsidiary shall be limited to
sixty-five percent (65%) of such Subsidiary's capital stock, and a negative
pledge agreement of the Borrower not to encumber any tangible personal property
or real property, whether owned or leased, with any Liens not agreed to by
Administrative Agent and Permitted Liens.

      5.2 Additional Security and Guaranties. Administrative Agent may, without
notice or demand and without affecting any Person's obligations under the Loan
Papers, from time to time (a) receive and hold additional collateral from any
Person for the payment of all or any part of the Obligation and exchange,
enforce or release all or any part of that collateral and (b) accept and hold
any endorsement or guaranty of payment of all or any part of the Obligation and
release any endorser or guarantor, or any Person who has given any other
security for the payment of all or any part of the Obligation, or any other
Person in any way obligated to pay all or any part of the Obligation.

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<PAGE>

      5.3 Financing Statements. Borrower will file, or cause to be filed,
financing statements and will execute, or cause to be executed, stock powers and
other writings in the form and content reasonably required by Administrative
Agent, and Borrower will pay all costs of filing any financing, continuation or
termination statements, or other action taken by Administrative Agent relating
to the Collateral, including, without limitation, costs and expenses of any Lien
search reasonably required by Administrative Agent.

SECTION 6 CONDITIONS PRECEDENT.

      6.1 Initial Borrowing. Lenders will not be obligated to fund the initial
Borrowing unless Administrative Agent has timely received (a) a Borrowing
Request and (b) all of the items described on the attached SCHEDULE 6.

      6.2 All Borrowings or LCs. In addition, Lenders will not be obligated to
fund (as opposed to continue or convert) any Borrowing, and Administrative Agent
will not be obligated to issue any LC, as the case may be, unless on the
applicable Borrowing Date, issue date, or creation date (and after giving effect
to the requested Borrowing or LC), as the case may be: (a) Administrative Agent
shall have timely received a Borrowing Request or LC Request (together with the
applicable duly executed LC Agreement), as the case may be; (b) Administrative
Agent shall have received any applicable LC fee; (c) all of the representations
and warranties of the Borrower in the Loan Papers are true and correct in all
material respects (unless they speak to a specific date or are based on facts
which have changed by transactions contemplated or permitted by this Agreement);
(d) no Default or Potential Default exists; and (e) the funding of the Borrowing
or issuance of the LC, as the case may be, is permitted by Law. Upon
Administrative Agent's request, Borrower shall deliver to Administrative Agent
evidence substantiating any of the matters in the Loan Papers that are necessary
to enable Borrower to qualify for the Borrowing or LC, as the case may be.

      6.3 Materiality of Conditions. Each condition precedent in this Agreement
(including, without limitation, those on the attached SCHEDULE 6) is material to
the transactions contemplated by this Agreement, and time is of the essence with
respect to each condition precedent.

      6.4 Waiver. Subject to the prior approval of Majority Lenders, Lenders may
fund any Borrowing, and Administrative Agent may issue any LC, without all
conditions being satisfied, but, to the extent permitted by Law, that funding
and issuance shall not be deemed to be a waiver of the requirement that each
condition precedent be satisfied as a prerequisite for any subsequent funding or
issuance, unless Majority Lenders specifically waive each item in writing.

SECTION 7 REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to
Administrative Agent and Lenders as follows:

      7.1 Purpose of Credit Facility. Borrower will use proceeds of Facility
Borrowings and LCs for working capital and general corporate purposes of the
Companies, to refinance certain indebtedness of Borrower and to finance
Acquisitions permitted hereunder. No Company is engaged principally, or as one
of its important activities, in the business of extending credit for the purpose
of purchasing or carrying any "margin stock" within the meaning of Regulation U
of the Board of Governors of the Federal Reserve System, as amended. No part of
the proceeds of any LC draft or drawing, or Borrowing will be used, directly or
indirectly, for a purpose that violates any Law, including without limitation,
the provisions of Regulation U.

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<PAGE>

      7.2 Corporate Existence, Good Standing, Authority, and Compliance. Each
Company is duly organized, validly existing, and in good standing under the Laws
of the jurisdiction in which it is incorporated or organized as identified on
the attached SCHEDULE 7.2 or on the most recently amended SCHEDULE 7.2. Except
where failure is not a Material Adverse Event, each Company (a) is duly
qualified to transact business and is in good standing as a foreign corporation
or other entity in each jurisdiction where the nature and extent of its business
and properties require due qualification and good standing (those jurisdictions
being identified on the attached SCHEDULE 7.2 or on the most recently amended
SCHEDULE 7.2; (b) possesses all requisite authority, permits, and power to
conduct its business as is now being, or is contemplated by this Agreement to
be, conducted; and (c) is in compliance with all applicable Laws, except in each
case where the failure to so qualify, to possess such authority, permits, or
power or to comply with such Law would not cause a Material Adverse Event.

      7.3 Subsidiaries. As of the date of this Agreement, Borrower has no
Subsidiaries except as disclosed on the attached SCHEDULE 7.3 or on the most
recently amended SCHEDULE 7.3 reflecting changes to the schedule as a result of
transactions permitted by this Agreement. All of the outstanding shares of
capital stock (or similar voting interests) of those Subsidiaries are duly
authorized, validly issued, fully paid and nonassessable and are owned of record
and beneficially as set forth thereon, free and clear of any Liens,
restrictions, claims or Rights of another Person, other than Permitted Liens,
and are not subject to any warrant, option or other acquisition Right of any
Person or subject to any transfer restriction except for restrictions imposed by
securities Laws and general corporate Laws.

      7.4 Authorization and Contravention. The execution and delivery by each
Company of each Loan Paper or related document to which it is a party and the
performance by it of its obligations thereunder (a) are within its corporate
power; (b) have been duly authorized by all necessary corporate action; (c)
require no action by or filing with any Tribunal (other than any action or
filing that has been taken or made on or before the date of this Agreement or
which would not cause a Material Adverse Event); (d) do not violate any
provision of its charter or bylaws; (e) do not violate any provision of Law or
order of any Tribunal applicable to it, other than violations that individually
or collectively are not a Material Adverse Event; (f) do not violate any
Material Agreements to which it is a party, other than a violation which would
not cause a Material Adverse Event; or (g) do not result in the creation or
imposition of any Lien (other than the Lender Liens) on any asset of any
Company.

      7.5 Binding Effect. Upon execution and delivery by all parties thereto,
each Loan Paper will constitute a legal and binding obligation of each Company
party thereto, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable Debtor Relief Laws and general
principles of equity.

      7.6 Financial Statements; Fiscal Year. The Current Financials were
prepared in accordance with GAAP and present fairly, in all material respects,
the consolidated financial condition, results of operations, and cash flows of
the Companies as of, and for the portion of the fiscal year ending, on the date
or dates thereof (subject only to normal year-end adjustments). All material
liabilities of the Companies as of the date or dates of the Current Financials
are reflected therein or in the notes thereto. Except for transactions directly
related to, or specifically contemplated by, the Loan Papers, no subsequent
material adverse changes have occurred in the consolidated financial condition
of the Companies from that shown in the Current Financials, nor has any Company
incurred any subsequent material liability. The fiscal year of each Company ends
on the last Saturday in March.

      7.7 Litigation. Except as disclosed on the attached SCHEDULE 7.7 or the
most recently amended SCHEDULE 7.7, no Company is subject to, or aware of the
threat of, any Litigation that is

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<PAGE>

reasonably likely to be determined adversely to any Company and, if so adversely
determined, is a Material Adverse Event. Except as permitted under SECTION 11.4,
no outstanding and unpaid judgments against any Company exist.

      7.8 Taxes. All Tax returns of each Company required to be filed have been
filed (or extensions have been granted) before delinquency, except for returns
for which the failure to file is not a Material Adverse Event, and all Taxes
imposed upon each Company that are due and payable have been paid before
delinquency, other than Taxes for which the criteria for Permitted Liens have
been satisfied or for which nonpayment is not a Material Adverse Event.

      7.9 Environmental Matters. Except as disclosed on SCHEDULE 7.9 or on the
most recently amended SCHEDULE 7.9, (a) no Company knows of any environmental
condition or circumstance materially adversely affecting any Company's
properties taken as a whole or operations; (b) no Company has received any
report of any Company's material violation of any Environmental Law;(c) no
Company knows that any Company is under any obligation to remedy any material
violation of any Environmental Law; or (d) no facility of any Company is used
for, or to the knowledge of any Company has been used for, storage, treatment,
or disposal of any Hazardous Substance, excluding the storage of Hazardous
Substances in amounts commonly and lawfully used in automotive repair shops
which have been handled in compliance with applicable Environmental Law. Except
as disclosed in SCHEDULE 7.9, each Company has taken prudent steps to determine
that its properties and operations do not violate any Environmental Law, other
than violations that are not, individually or in the aggregate, a Material
Adverse Event, except where such condition, circumstance, violation or
non-compliance would not reasonably be expected to have a monetary impact or
cost to the Borrower equal to or in excess of five percent (5%) of the
Borrower's pre-tax income during the preceding Four Quarter Period, such amount
not to exceed $1,000,000.

      7.10 Employee Plans. Except where occurrence or existence is not a
Material Adverse Event, (a) no Employee Plan has incurred an "accumulated
funding deficiency" (as defined in section 302 of ERISA or section 412 of the
Code); (b) no Company has incurred liability under ERISA to the PBGC in
connection with any Employee Plan (other than required insurance premiums, all
of which have been paid); (c) no Company has withdrawn in whole or in part from
participation in a Multiemployer Plan; (d) no Company has engaged in any
"prohibited transaction" (as defined in section 406 of ERISA or section 4975 of
the Code); and (e) no Reportable Event has occurred, excluding events for which
the notice requirement is waived under applicable PBGC regulations.

      7.11 Properties; Liens. Each Company has good and marketable title to all
its property reflected on the Current Financials (except for property that is
obsolete or that has been disposed in the ordinary course of business or, after
the date of this Agreement, as otherwise permitted by SECTION 9.10 or SECTION
9.11). Except for Permitted Liens, no Lien exists on any property of any
Company, and the execution, delivery, performance, or observance of the Loan
Papers will not require or result in the creation of any Lien (other than Lender
Liens) on any Company's property.

      7.12 Location; Real Estate Interests. Each Company's chief executive
office is located at the address on the attached SCHEDULE 7.12 or on the most
recently amended SCHEDULE 7.12. Each Company's books and records concerning
accounts and accounts receivable are located at its chief executive office, and
all of its inventory (other than inventory on consignment, in transit or in the
possession of a subcontractor of any Company) is in its possession and, together
with the Company's other material assets, are located, until sold in the
ordinary course of business, at one or more of the locations on the attached
SCHEDULE 7.12 or on the most recently amended SCHEDULE 7.12. Except as described
on the

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<PAGE>

attached SCHEDULE 7.12, or on the most recently amended SCHEDULE 7.12, no
Company has any ownership, leasehold, or other interest in real estate.

      7.13 Government Regulations. No Company is subject to regulation under the
Investment Company Act of 1940, as amended, or the Public Utility Holding
Company Act of 1935, as amended.

      7.14 Transactions with Affiliates. Except as disclosed on the attached
SCHEDULE 7.14 other than the most recently amended SCHEDULE 7.14 (if the
disclosures are approved by Majority Lenders), no Company is a party to a
material transaction with any of its Affiliates (excluding other Companies),
other than transactions in the ordinary course of business and upon fair and
reasonable terms not materially less favorable than it could obtain or could
become entitled to in an arm's-length transaction with a Person that was not its
Affiliate. For purposes of this SECTION 7.14, a transaction is "material" if it
requires any Company to pay more than $1,000,000 during the term of the
governing agreement.

      7.15 Debt. No Company is an obligor on any Funded Debt, other than
Permitted Debt.

      7.16 Material Agreements. No Company is a party to any Material Agreement,
other than the Loan Papers and the Material Agreements described on the attached
SCHEDULE 7.16. All described Material Agreements are in full force and effect,
and no default or potential default exists on the part of any Company thereunder
that is a Material Adverse Event.

      7.17 Insurance. Each Company maintains with financially sound,
responsible, and reputable insurance companies or associations (or, as to
workers' compensation or similar insurance, with an insurance fund or by
self-insurance authorized by the jurisdictions in which it operates) insurance
concerning its properties and businesses against casualties and contingencies
and of types and in amounts (and with co-insurance and deductibles) as is
customary in the case of similar businesses.

      7.18 Labor Matters. No actual or threatened strikes, labor disputes, slow
downs, walkouts, or other concerted interruptions of operations by the employees
of any Company that are a Material Adverse Event exist. Hours worked by and
payment made to employees of the Companies have not been in violation of the
Fair Labor Standards Act or any other applicable Law dealing with labor matters,
other than any violations, individually or collectively, that are not a Material
Adverse Event. All payments due from any Company for employee health and welfare
insurance have been paid or accrued as a liability on its books, other than any
nonpayments that are not, individually or collectively, a Material Adverse
Event.

      7.19 Solvency. On each Borrowing Date, each Company is, and after giving
effect to the requested Borrowing will be, Solvent.

      7.20 Trade Names. No Company has used or transacted business under any
other corporate or trade name in the five-year period preceding the initial
Borrowing Date, except as disclosed on the attached SCHEDULE 7.20.

      7.21 Intellectual Property. Each Company owns or has the right to use all
material licenses, patents, patent applications, copyrights, service marks,
trademarks, trademark applications, and trade names necessary to continue to
conduct its businesses as presently conducted by it and proposed to be conducted
by it immediately after the date of this Agreement. Each Company is conducting
its business without infringement or claim of infringement of any license,
patent, copyright, service mark, trademark, trade name, trade secret or other
intellectual property right of others, other than any infringements or claims
that, if successfully asserted against or determined adversely to any Company,
would not,

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<PAGE>

individually or collectively, constitute a Material Adverse Event. To the
knowledge of any Company, no infringement or claim of infringement by others of
any material license, patent, copyright, service mark, trademark, trade name,
trade secret or other intellectual property of any Company exists. Except as
disclosed on the attached SCHEDULE 7.21, or on the most recently amended
SCHEDULE 7.21, no Company has any ownership or other interest in any United
States or foreign trademark applications or registrations thereof, patent
applications or issued patents, or copyright applications or registrations
thereof.

      7.22 Full Disclosure. All information previously furnished, furnished on
the date of this Agreement, and furnished in the future, by any Company to
Administrative Agent in connection with the Loan Papers (a) was, is, and will
be, true and accurate in all material respects or based on reasonable estimates
on the date the information is stated or certified and (b) did not, does not,
and will not, fail to state any fact the omission of which would otherwise make
any such information materially misleading.

SECTION 8 AFFIRMATIVE COVENANTS. So long as Lenders are committed to fund any
Borrowings and Administrative Agent is committed to issue LCs under this
Agreement, and thereafter until the Obligation is paid in full, Borrower
covenants and agrees as follows:

      8.1 Items to be Furnished. Borrower shall cause the following to be
furnished to Administrative Agent and each Lender:

            (i) Promptly after preparation, and no later than one hundred (100)
      days after the last day of each fiscal year of Borrower, Financial
      Statements showing the consolidated financial condition and results of
      operations of the Companies as of, and for the year ended on, that last
      day, accompanied by:

                  (i) the unqualified opinion of Borrower's Accountants, based
            on an audit using generally accepted auditing standards, that the
            Financial Statements were prepared in accordance with GAAP and
            present fairly, in all material respects, the consolidated financial
            condition and results of operations of the Companies,

                  (ii) certificate from the accounting firm to Administrative
            Agent indicating that during its audit it obtained no knowledge of
            any Default or Potential Default or, if it obtained knowledge, the
            nature and period of existence thereof, and

                  (iii) a Compliance Certificate with respect to the Financial
            Statements.

            (ii) Promptly after preparation, and no later than fifty (50) days
      after the last day of the first three fiscal quarters of Borrower,
      Financial Statements showing the consolidated financial condition and
      results of operations of the Companies for the fiscal quarter and for the
      period from the beginning of the current fiscal year to the last day of
      the fiscal quarter, subject to ordinary year-end adjustments, accompanied
      by a Compliance Certificate with respect to the Financial Statements.

            (iii) Within thirty (30) days after the end of each fiscal year of
      Borrower (commencing with the fiscal year ending on or about March 31,
      2006), the financial budget for the next succeeding fiscal year,
      accompanied by a certificate executed by a Responsible Officer certifying
      that the budget was prepared by Borrower based on assumptions that, in
      light of the historical performance of the Companies and their prospects
      for the future, are reasonable as of the date prepared.

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<PAGE>

            (iv) Promptly after receipt, a copy of each interim or special audit
      report and management letter issued by Borrower's Accountants with respect
      to any Company or its financial records.

            (v) Notice, promptly after Borrower knows or has reason to know, of
      (i) the existence and status of any Litigation that, if determined
      adversely to any Company, would be a Material Adverse Event; (ii) any
      change in any material fact or circumstance represented or warranted by
      any Company in any Loan Paper; (iii) the receipt by any Company of notice
      of any violation or alleged violation of ERISA or any Environmental Law
      (which individually or collectively with other violations or allegations
      could constitute a Material Adverse Event); or (iv) a Default or Potential
      Default, specifying the nature thereof and what action the Companies have
      taken, are taking, or propose to take.

            (vi) Promptly after filing, copies of all material reports or
      filings filed by or on behalf of any Company with any Tribunal.

            (vii) Promptly upon reasonable request by Administrative Agent or
      Majority Lenders (through Administrative Agent), information (not
      otherwise required to be furnished under the Loan Papers) respecting the
      business affairs, assets, and liabilities of the Companies and opinions,
      projections, certifications, and documents in addition to those mentioned
      in this Agreement.

      8.2 Use of Proceeds. Borrower shall use the proceeds of Borrowings only
for the purposes represented in this Agreement.

      8.3 Books and Records. Borrower will, and will cause each other Company,
to maintain books, records, and accounts necessary to prepare financial
statements in accordance with GAAP.

      8.4 Inspections. Upon reasonable request and reasonable prior notice,
Borrower will, and will cause each other Company, to allow Administrative Agent
or any Lender (or their Representatives) to inspect any of its properties, to
review reports, files, and other records, and to make and take away copies, to
conduct tests or investigations, and to discuss any of its affairs, conditions,
and finances with its other creditors, directors, officers, employees, or
representatives from time to time, during reasonable business hours.

      8.5 Taxes. Borrower will, and will cause each other Company, to promptly
pay when due any and all Taxes, other than Taxes which are being contested in
good faith by lawful proceedings diligently conducted, against which reserve or
other provision required by GAAP has been made, and in respect of which levy and
execution of any Lien have been and continue to be stayed.

      8.6 Payment of Obligations. Borrower will, and will cause each other
Company, to promptly pay (or renew and extend) all of its material obligations
as they become due (unless the obligations are being contested in good faith by
appropriate proceedings).

      8.7 Expenses. Borrower shall promptly pay, within five (5) days following
the receipt of an invoice therefor setting forth the amount thereof (a) all
costs, fees, and expenses paid or incurred by Administrative Agent and Arranger
in connection with the arrangement, syndication, and negotiation of the Facility
and the negotiation, preparation, delivery, and execution of the Loan Papers and
any related amendment, waiver, or consent (including in each case, without
limitation, the reasonable fees and expenses of Administrative Agent's and
Arranger's counsel) and (b) all costs, fees, and expenses

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<PAGE>

of Lenders, Administrative Agent, and Arranger incurred by Administrative Agent,
Arranger, or any Lender in connection with the enforcement of the obligations of
any Company arising under the Loan Papers or the exercise of any Rights arising
under the Loan Papers (including, but not limited to, reasonable attorneys'
fees, expenses, and costs paid or incurred in connection with any workout or
restructure and any action taken in connection with any Debtor Relief Laws), all
of which shall be a part of the Obligation and shall bear interest, if not paid
upon demand, at the Default Rate until repaid.

      8.8 Maintenance of Existence, Assets, and Business. Except as otherwise
permitted by SECTION 9.11, Borrower will, and will cause each other Company to
(a) maintain its corporate existence and good standing in its state of
incorporation and its authority to transact business in all other states where
failure to maintain its authority to transact business is a Material Adverse
Event; (b) maintain all licenses, permits, and franchises necessary for its
business where failure to do so is a Material Adverse Event; (c) keep all of its
assets that are useful in and necessary to its business in good working order
and condition (ordinary wear and tear excepted) and make all necessary repairs
and replacements.

      8.9 Insurance. Borrower will, and will cause each other Company to,
maintain with financially sound, responsible, and reputable insurance companies
or associations (or, as to workers' compensation or similar insurance, with an
insurance fund or by self-insurance authorized by the jurisdictions in which it
operates) insurance concerning its properties and businesses against casualties
and contingencies and of types and in amounts (and with co-insurance and
deductibles) as is customary in the case of similar businesses similarly
situated, which insurance may provide for reasonable deductibility from coverage
thereof. Borrower shall, and shall cause each other Company to, deliver to
Administrative Agent certificates of insurance for each policy of insurance and
evidence of payment of all premiums which certificates of insurance shall name
Administrative Agent as an additional insured, secured party, mortgagee and loss
payee and which provide Administrative Agent with at least thirty (30) days
notice of cancellation or reduction in coverage. If any insurance policy covered
by an insurance certificate previously delivered to Administrative Agent is
altered or canceled, then Borrower shall cause to be promptly delivered to
Administrative Agent a replacement certificate (in form and substance
satisfactory to Administrative Agent).

      8.10 Preservation and Protection of Rights. Borrower will, and will cause
each other Company to, perform the acts and duly authorize, execute,
acknowledge, deliver, file, and record any additional writings as Administrative
Agent or Majority Lenders may reasonably deem necessary or appropriate to
perfect and maintain the Lender Liens and preserve and protect the Rights of
Administrative Agent and Lenders under any Loan Paper.

      8.11 Environmental Laws. Borrower will, and will cause each other Company
to, (a) conduct its business so as to comply with all applicable Environmental
Laws and shall promptly take corrective action to remedy any non-compliance with
any Environmental Law, except where failure to comply or take action would not
have a monetary impact or cost to the Borrower equal to or in excess of five
percent (5%) of the Borrower's pre-tax income during the preceding Four Quarter
Period, or would otherwise be a Material Adverse Event, such amount in no event
to exceed $1,000,000 and (b) establish and maintain a management system designed
to ensure compliance with applicable Environmental Laws and minimize financial
and other risks to each Company arising under applicable Environmental Laws or
as the result of environmentally related injuries to Persons or property.
Borrower shall deliver reasonable evidence of compliance with the foregoing
covenant to Administrative Agent within thirty (30) days after any request from
Majority Lenders.

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      8.12 Subsidiaries. Borrower shall pledge to Administrative Agent for the
benefit of Lenders all stock of each Person that becomes a Subsidiary of
Borrower after the date of this Agreement (whether as a result of acquisition,
creation, or otherwise) within ten (10) days after becoming a Subsidiary of
Borrower and shall execute and deliver a stock power in form acceptable to
Administrative Agent, as well as the original stock certificate. Borrower
further agrees, within ten (10) days after any Person becomes a Subsidiary of
Borrower, that Borrower will cause such Subsidiary to execute a Guaranty and
shall promptly deliver such executed Guaranty to the Administrative Agent.

      8.13 Indemnification. BORROWER WILL, AND WILL CAUSE EACH OTHER COMPANY TO,
JOINTLY AND SEVERALLY, INDEMNIFY, PROTECT, AND HOLD ADMINISTRATIVE AGENT,
ARRANGER, AND LENDERS AND THEIR RESPECTIVE PARENTS, SUBSIDIARIES,
REPRESENTATIVES, SUCCESSORS, AND ASSIGNS (INCLUDING ALL OFFICERS, DIRECTORS,
EMPLOYEES, AND AGENTS) (COLLECTIVELY, THE "INDEMNIFIED PARTIES") HARMLESS FROM
AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, CLAIMS, AND PROCEEDINGS AND ALL COSTS, EXPENSES
(INCLUDING, WITHOUT LIMITATION, ALL ATTORNEYS' FEES AND LEGAL EXPENSES WHETHER
OR NOT SUIT IS BROUGHT), AND DISBURSEMENTS OF ANY KIND OR NATURE (THE
"INDEMNIFIED LIABILITIES") THAT MAY AT ANY TIME BE IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST THE INDEMNIFIED PARTIES, IN ANY WAY RELATING TO OR ARISING OUT
OF (A) THE DIRECT OR INDIRECT RESULT OF THE VIOLATION BY ANY COMPANY OF ANY
ENVIRONMENTAL LAW; (B) ANY COMPANY'S GENERATION, MANUFACTURE, PRODUCTION,
STORAGE, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, OR PRESENCE IN
CONNECTION WITH ITS PROPERTIES OF A HAZARDOUS SUBSTANCE (INCLUDING, WITHOUT
LIMITATION, (I) ALL DAMAGES OF ANY USE, GENERATION, MANUFACTURE, PRODUCTION,
STORAGE, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, OR PRESENCE OR (II)
THE COSTS OF ANY ENVIRONMENTAL INVESTIGATION, MONITORING, REPAIR, CLEANUP, OR
DETOXIFICATION AND THE PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL
OR OTHER PLANS); OR (C) THE LOAN PAPERS OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREIN; PROVIDED HOWEVER, IF THERE IS MORE THAN ONE INDEMNIFIED PARTY HAVING A
RIGHT TO DEFEND SUCH CLAIM, ACTION, PROCEEDING OR SUIT AS AFORESAID, THE
OBLIGATION OF BORROWER AND THE OTHER COMPANIES TO PAY THE FEES AND EXPENSES OF
SUCH INDEMNIFIED PARTIES SHALL BE LIMITED TO ONE FIRM OF ATTORNEYS. ANY
INDEMNIFIED PARTY SHALL ALSO HAVE THE RIGHT TO EMPLOY SEPARATE COUNSEL AND TO
PARTICIPATE IN ITS DEFENSE, BUT THE FEES AND EXPENSES OF SUCH COUNSEL SHALL BE
BORNE BY SUCH INDEMNIFIED PARTY. ANY DECISION BY AN INDEMNIFIED PARTY TO EMPLOY
ITS OWN COUNSEL (WHETHER OR NOT AT BORROWER'S EXPENSE) SHALL IN NO WAY AFFECT
ANY RIGHTS OF SUCH INDEMNIFIED PARTY OTHERWISE ARISING UNDER THIS SECTION 8.13.
IN ADDITION, BORROWER AND THE OTHER COMPANIES WILL NOT BE LIABLE FOR ANY
SETTLEMENT OF ANY CLAIM, ACTION, PROCEEDING OR SUIT UNLESS BORROWER HAS
CONSENTED THERETO IN WRITING. HOWEVER, ALTHOUGH EACH INDEMNIFIED PARTY HAS THE
RIGHT TO BE INDEMNIFIED UNDER THE LOAN PAPERS FOR ITS OWN ORDINARY NEGLIGENCE,
NO INDEMNIFIED PARTY HAS THE RIGHT TO BE INDEMNIFIED UNDER THE LOAN PAPERS FOR
ITS OWN FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT. THE PROVISIONS OF AND
UNDERTAKINGS AND INDEMNIFICATION SET FORTH IN THIS PARAGRAPH SHALL SURVIVE THE

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SATISFACTION AND PAYMENT OF THE OBLIGATION AND TERMINATION OF THIS
AGREEMENT.

      8.14 Further Assurances. The Borrower shall, and shall cause each
Guarantor to, do such further things and execute such additional documents
(including, without limitation, the perfection of security interest, in
after-acquired property) as are reasonably requested by Lenders or the
Administrative Agent.

      8.15 Change of Control. Borrower shall promptly, but in any event within
five (5) Business Days, give written notice to Administrative Agent upon
obtaining knowledge of the occurrence of a Change of Control.

SECTION 9 NEGATIVE COVENANTS. So long as Lenders are committed to fund
Borrowings and the Administrative Agent is committed to issue LCs under this
Agreement, and thereafter until the Obligation is paid in full, Borrower
covenants and agrees as follows:

      9.1 Taxes. Borrower may not and may not permit any Company to use any
portion of the proceeds of any Borrowing to pay the wages of employees, unless a
timely payment to or deposit with the United States of America of all amounts of
Tax required to be deducted and withheld with respect to such wages is also
made.

      9.2 Payment of Obligations. Borrower may not and may not permit any
Company to voluntarily prepay principal of, or interest on, any Debt other than
the Obligation, if a Default or Potential Default exists.

      9.3 Employee Plans. Except where a Material Adverse Event would not
result, Borrower may not and may not permit any Company to permit any of the
events or circumstances described in SECTION 7.10 to exist or occur.

      9.4 Debt and Debt Instruments. Borrower may not and may not permit any
Company to create, incur, or suffer to exist any Funded Debt, other than
Permitted Debt, nor materially modify any Debt that is subordinate to the
Obligations or any document or instrument evidencing such Debt.

      9.5 Liens. Borrower may not and may not permit any Company to (a) create,
incur, or suffer or permit to be created or incurred or to exist any Lien upon
any of its assets other than Permitted Liens or (b) enter into or permit to
exist any arrangement or agreement that directly or indirectly prohibits any
Company from creating or incurring any Lien on any of its assets, other than the
Loan Papers and leases that place a Lien prohibition on only the leased
property.

      9.6 Transactions with Affiliates. Except as disclosed on the attached
SCHEDULE 7.14, or on the most recently amended SCHEDULE 7.14, (if the
disclosures are approved by Majority Lenders), Borrower may not and may not
permit any Company to enter into any material transaction with any of its
Affiliates (excluding other Companies), other than transactions in the ordinary
course of business and upon fair and reasonable terms not materially less
favorable than it could obtain or could become entitled to in an arm's-length
transaction with a Person that was not its Affiliate. For purposes of this
SECTION 9.6, a transaction is "material" if it requires any Company to pay more
than $1,000,000 during the term of the agreement governing such transaction.

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      9.7 Compliance with Laws and Documents. Borrower may not and may not
permit any Company to (a) violate the provisions of any Laws applicable to it or
of any Material Agreement to which it is a party if that violation alone, or
when aggregated with all other violations, would be a Material Adverse Event;
(b) violate the provisions of its charter or bylaws; or (c) repeal, replace, or
amend any provision of its charter or bylaws if that action would be a Material
Adverse Event.

      9.8 Loans, Advances and Investments. Except as permitted by SECTION 9.9 or
SECTION 9.11, Borrower may not and may not permit any Company to make any loan,
advance, extension of credit or capital contribution to, make any investment in,
or purchase or commit to purchase any stock or other securities or evidences of
Debt of, or interests in, any other Person; provided, however, that Borrower or
a Company may make an advance to, investment in or purchase from another Person
if (1) (a) such action results in the acquisition of such Person by Borrower or
such Company, (b) such action results in the Borrower's direct or indirect
ownership of new stores, (c) the Person being acquired is in a line of business
which is substantially the same as or complimentary to the Borrower's principal
line of business, (d) the Person being acquired is located in either the United
States or Canada, (e) the Person being acquired will not exceed forty percent
(40%) growth in the total number of service bays owned or leased by Borrower
immediately prior to the date of the proposed acquisition, and (f) immediately
after giving effect to such acquisition, the Companies shall be in compliance
with all covenants under ARTICLE 10 and shall not be in Default or Potential
Default under this Agreement, or (2) such action is used to provide financial
assistance to third parties that may be purchasing or subleasing certain
facilities owned or leased by Borrower and the cumulative principal amount of
such financing is not greater than $5,000,000 (provided that such third party
loans shall be assigned to Lenders and shall not exceed a term of five (5)
years); provided, further, that if any acquisition is in excess of an aggregate
cost to the Borrower or such Company of more than $20,000,000, Borrower shall
deliver to Administrative Agent, prior to the consummation of such acquisition,
a certificate of a Responsible Officer of Borrower demonstrating, on a pro forma
basis after giving effect to such acquisition that the Companies shall be in
compliance with all covenants in this Agreement, or (3) such action is for
investments in Cash Equivalents, or (4) such action is for investments in
marketable securities traded on a national securities exchange for which there
can be obtained a publicly quoted fair market value and the aggregate fair
market value of such marketable securities is not greater than $1,000,000 at any
time.

      9.9 Dividends and Distributions. Borrower may not and may not permit any
Company to declare, make, or pay any Distribution other than Distributions
declared, made, or paid by (a) Borrower wholly in the form of its capital stock;
or (b) any other Company to Borrower or (c) Borrower paid in cash in an
aggregate amount in any fiscal year not to exceed an amount equal to 25% of the
Net Income of Borrower for the immediately preceding fiscal year, provided that,
before and after giving effect to any such cash dividend, the Companies shall be
in compliance with all covenants under ARTICLE 10 and shall not be in Default or
Potential Default under this Agreement. Borrower may not and may not permit any
Company to enter into or permit to exist any arrangement or agreement (other
than the Loan Papers) that prohibits it from paying dividends or other
distributions to its shareholders.

      9.10 Sale of Assets. Borrower may not and may not permit any Company to
sell, assign, lease, transfer, or otherwise dispose of any of its assets, other
than (a) sales of inventory in the ordinary course of business; (b) the sale,
discount, or transfer of delinquent accounts receivable in the ordinary course
of business for purposes of collection; (c) occasional sales, leases, or other
dispositions of immaterial assets for consideration not less than fair market
value; (d) sales, leases, or other dispositions of assets that are obsolete or
have negligible fair market value; (e) sales of equipment for a fair and
adequate consideration (but if replacement equipment is necessary for the proper
operation of the business of the seller, the seller must promptly replace the
sold equipment); (f) sale and leasebacks of real property that do not in the

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aggregate exceed forty percent (40%) of the Borrower's capital expenditures in
the prior fiscal year; (g) sale, lease, or other disposition by a Company of its
assets to the Borrower; (h) sale and leasebacks of equipment that are acquired
and sold within twelve (12) months of acquisition of such equipment, (i) sales
of assets or sale-leasebacks (as defined in SECTION 9.16) of assets the
aggregate net proceeds in respect of which do not exceed $35,000,000 during the
period from the Closing Date to the Facility Maturity Date and sold for a price
which is within a fair market value for such assets, provided that if the net
proceeds from any single transaction in respect of any sale-leaseback of assets
is in excess of $7,000,000, Borrower shall deliver to Administrative Agent,
prior to the consummation of such sale-leaseback, a certificate of a Responsible
Officer of Borrower demonstrating, on a pro forma basis after giving effect to
such sale-leaseback that the Companies shall be in compliance with all covenants
in this Agreement; or (j) as disclosed on the attached SCHEDULE 9.10.

      9.11 Mergers and Dissolutions. Borrower may not and may not permit any
Company to merge or consolidate with any other Person or liquidate, wind up, or
dissolve (or suffer any liquidation or dissolution); provided, however, if after
giving effect thereto, no Default shall have occurred and be continuing (a) any
Person may merge into the Borrower in a transaction in which the Borrower is the
surviving corporation; (b) any Person other than the Borrower may merge into any
Subsidiary of the Borrower in a transaction in which the surviving entity is
such Subsidiary; and (c) any Subsidiary of the Borrower may liquidate or
dissolve so long as the Borrower determines in good faith that such liquidation
or dissolution is in the best interest of the Borrower.

      9.12 Assignment. Borrower may not and may not permit any Company to assign
or transfer any of its Rights, duties, or obligations under any of the Loan
Papers.

      9.13 Fiscal Year and Accounting Methods. Borrower may not and may not
permit any Company to change its fiscal year or its method of accounting (other
than immaterial changes in methods or as required or permitted by GAAP).

      9.14 New Businesses. Borrower may not and may not permit any Company to
engage in any business except the businesses in which they are presently engaged
and any other reasonably related business.

      9.15 Government Regulations. Borrower may not and may not permit any
Company to conduct its business in a way that it becomes regulated under the
Investment Company Act of 1940, as amended, or the Public Utility Holding
Company Act of 1935, as amended.

      9.16 Leases; Sale-Leasebacks; Tax Leases. Except as otherwise permitted by
SECTION 9.10, the Borrower will not, and will not permit any Subsidiary to,
enter into any arrangement whereby the Borrower or any such Subsidiary shall
sell or transfer property owned by the Borrower or such Subsidiary and then or
thereafter as Lessee rent or lease such property (any such arrangement being
herein referred to as a "SALE-LEASEBACK").

      9.17 Subsidiaries. Permit any Person other than a Company to acquire,
directly or indirectly, beneficially or of record, shares representing more than
twenty percent (20%) of the aggregate ordinary voting power represented by the
issued and outstanding capital stock of any Subsidiary of the Borrower.

SECTION 10 FINANCIAL COVENANTS. So long as Lenders are committed to fund
Borrowings and Administrative Agent is committed to issue LCs under this
Agreement, and thereafter until the Obligation is paid and performed in full,
Borrower covenants and agrees to comply with the following

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financial covenants as calculated on the last day of each fiscal quarter period
and certified by Borrower in the most recent Compliance Certificate delivered to
Administrative Agent, on behalf of the Lenders, from time to time in accordance
with the terms of this Agreement:

            (i) Interest Coverage Ratio. At all times, Borrower shall not permit
      the Interest Coverage Ratio to be less than 1.95 to 1.00.

            (ii) Adjusted Debt to EBITDAR. At no time shall Adjusted Debt to
      EBITDAR exceed 4.50 to 1.00.

            (iii) Minimum Net Worth. At all times, Borrower shall have a Net
      Worth of not less than $140,000,000.

SECTION 11 DEFAULT. The term Default means the occurrence of any one or more of
the following events:

      11.1 Payment of Obligation. The failure of any Company to pay any part of
the Obligation within five (5) Business Days after it becomes due and payable
under the Loan Papers.

      11.2 Covenants. The failure of Borrower (and, if applicable, any other
Company) to punctually and properly perform, observe, and comply with:

            (i) Any covenant or agreement contained in SECTIONS 8.2, 9.2, 9.9,
      9.10, 9.11, 9.12, or 9.16;

            (ii) Any covenant or agreement contained in SECTION 8.1(a) and (b),
      8.3, 8.4, 8.8, 9.3, 9.4, 9.8, 9.13, 9.14, 9.15, or 9.17, and failure
      continues for ten (10) days after the first to occur of (i) Borrower knows
      of or (ii) Borrower receives notice from Administrative Agent of, such
      failure; or

            (iii) Any other covenant or agreement contained in any Loan Paper
      (other than the covenants to pay the Obligation and the covenants in
      CLAUSES (a) and (b) preceding), and failure continues for thirty (30) days
      after the first to occur of (i) Borrower knows of or (ii) Borrower
      receives notice from Administrative Agent of, such failure.

      11.3 Debtor Relief. Any Company (a) is not Solvent; (b) fails to pay its
Debts generally as they become due; (c) voluntarily seeks, consents to, or
acquiesces in the benefit of any Debtor Relief Law; or (d) becomes a party to or
is made the subject of any proceeding provided for by any Debtor Relief Law,
other than as a creditor or claimant, that could suspend or otherwise adversely
affect the Rights of Administrative Agent or any Lender granted in the Loan
Papers (unless, if the proceeding is involuntary, the applicable petition is
dismissed within sixty (60) days after its filing).

      11.4 Judgments and Attachments. Any Company fails, within sixty (60) days
after entry, to pay, bond or otherwise discharge any judgment or order for the
payment of money in excess of $1,000,000 (individually or collectively) or any
warrant of attachment, sequestration, or similar proceeding against any
Company's assets having a value (individually or collectively) of $1,000,000,
which is neither (a) stayed on appeal nor (b) diligently contested in good faith
by appropriate proceedings and adequate reserves have been set aside on its
books in accordance with GAAP.

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      11.5 Government Action. (a) A final non-appealable order is issued by any
Tribunal (including, but not limited to, the United States Justice Department)
seeking to cause any Company to divest a significant portion of its assets under
any antitrust, restraint of trade, unfair competition, industry regulation or
similar Laws or (b) any Tribunal condemns, seizes or otherwise appropriates or
takes custody or control of all or any substantial portion of the assets of any
Company.

      11.6 Misrepresentation. Any material representation or warranty made by
any Company contained in any Loan Paper at any time proves to have been
materially incorrect when made.

      11.7 Material Adverse Event. A Material Adverse Event occurs and is
continuing.

      11.8 Default Under Other Agreements. (a) Any Company fails to pay when due
(after lapse of any applicable grace period) any Debt in excess (individually or
collectively) of $1,000,000; (b) any default exists under any agreement to which
a Company is a party, the effect of which is to cause, or to permit any Person
(other than a Company) to cause, an amount in excess (individually or
collectively) of $1,000,000 to become due and payable by any Company before its
stated maturity; or (c) any Debt in excess (individually or collectively) of
$1,000,000 is declared to be due and payable or required to be prepaid by any
Company before its stated maturity.

      11.9 LCs. Administrative Agent is served with, or becomes subject to, a
court order, injunction, or other process or decree restraining or seeking to
restrain it from paying any amount under any LC and either (a) a drawing has
occurred under the LC and Borrower has refused to reimburse Administrative Agent
for payment or (b) the expiration date of the LC has occurred but the right of
any beneficiary thereunder to draw under the LC has been extended past the
expiration date in connection with the pendency of the related court action or
proceeding and Borrower has failed to deposit with Administrative Agent cash
collateral in an amount equal to Administrative Agent's maximum exposure under
the LC.

      11.10 Validity and Enforceability of Loan Papers. Except in accordance
with its terms or as otherwise expressly permitted by this Agreement, any Loan
Paper at any time after its execution and delivery ceases to be in full force
and effect in any material respect or is declared by a Tribunal to be null and
void or its validity or enforceability is contested in writing by any Company
party thereto or any Company denies in writing that it has any further liability
or obligations under any Loan Paper to which it is a party.

      11.11 Employee Benefit Plans. Any of the following exists with respect to
any Employee Plan of any Company: (a) a Reportable Event; (b) disqualification
or involuntary termination proceedings; (c) voluntary termination proceedings
are initiated while a funding deficiency (as determined under section 412 of the
Code) exists; (d) withdrawal liability exists with respect to a Multiemployer
Plan; (e) a trustee is appointed by any federal district court or the PBGC to
administer an Employee Plan; (f) termination proceedings are initiated by the
PBGC; (g) failure by any Company to promptly notify Administrative Agent upon
its receipt of notice of any proceeding or other actions that may result in
termination of an Employee Plan if the proceeding or termination would
constitute a Material Adverse Event.

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SECTION 12 RIGHTS AND REMEDIES.

      12.1 Remedies Upon Default.

            (i) If a Default (i) occurs under SECTION 11.3(c) or (ii) occurs and
      is continuing under SECTION 11.3(a), (b), or (d), the commitment to extend
      credit under this Agreement automatically terminates, the entire unpaid
      balance of the Obligation automatically becomes due and payable without
      any action of any kind whatsoever, and Borrower must provide cash
      collateral in an amount equal to the then-existing LC Exposure.

            (ii) If a Default occurs and is continuing, subject to the terms of
      SECTION 13.5(b), Administrative Agent may (with the consent of, and must,
      upon the request of, Majority Lenders), do any one or more of the
      following: (i) if the maturity of the Obligation has not already been
      accelerated under SECTION 12.1(a), declare the entire unpaid balance of
      all or any part of the Obligation immediately due and payable, whereupon
      it is due and payable; (ii) terminate the commitments of Lenders to extend
      credit under this Agreement; (iii) reduce any claim to judgment; (iv) to
      the extent permitted by Law, exercise (or request each Lender to, and each
      Lender is entitled to, exercise) the Rights of offset or banker's Lien
      against the interest of any Company in and to every account and other
      property of any Company that are in the possession of Administrative Agent
      or any Lender to the extent of the full amount of the Obligation (and to
      the extent permitted by Law, each Company is deemed directly obligated to
      each Lender in the full amount of the Obligation for this purpose); (v)
      demand Borrower to provide cash collateral in an amount equal to the LC
      Exposure then existing; and (vi) exercise any and all other legal or
      equitable Rights afforded by the Loan Papers, the Laws of the State of New
      York, or any other applicable jurisdiction.

            (iii) If, in reliance on SECTION 13.5(b), Administrative Agent
      refuses to take any action under SECTION 12.1(b) at the request of
      Majority Lenders, then Majority Lenders may take that action.

      12.2 Company Waivers. To the extent permitted by Law, each Company waives
presentment and demand for payment, protest, notice of intention to accelerate,
notice of acceleration, and notice of protest and nonpayment and agrees that its
liability with respect to all or any part of the Obligation is not affected by
any renewal or extension in the time of payment of all or any part of the
Obligation, by any indulgence, or by any release or change in any security for
the payment of all or any part of the Obligation.

      12.3 Performance by Administrative Agent. If any covenant, duty or
agreement of any Company is not performed in accordance with the terms of the
Loan Papers, Administrative Agent may, while a Default exists, at its option
(but subject to the approval of Majority Lenders), perform or attempt to perform
that covenant, duty or agreement on behalf of that Company (and any amount
expended by Administrative Agent in its performance or attempted performance is
payable by the Companies, jointly and severally, to Administrative Agent on
demand, becomes part of the Obligation, and bears interest at the Default Rate
from the date of Administrative Agent's expenditure until paid). However,
neither Administrative Agent nor any Lender assumes or shall have, except by its
express written consent, any liability or responsibility for the performance of
any covenant, duty, or agreement of any Company.

      12.4 Not in Control. None of the covenants or other provisions contained
in any Loan Paper shall, or shall be deemed to, give Administrative Agent or
Lenders the Right to exercise control over the

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assets (including, without limitation, real property), affairs, or management of
any Company; the power of Administrative Agent and Lenders is limited to the
Right to exercise the remedies provided in this SECTION 12.

      12.5 Course of Dealing. The acceptance by Administrative Agent or Lenders
of any partial payment on the Obligation shall not be deemed to be a waiver of
any Default then existing. No waiver by Administrative Agent, Majority Lenders,
or Lenders of any Default shall be deemed to be a waiver of any other
then-existing or subsequent Default. No delay or omission by Administrative
Agent, Majority Lenders, or Lenders in exercising any Right under the Loan
Papers will impair that Right or be construed as a waiver thereof or any
acquiescence therein, nor will any single or partial exercise of any Right
preclude other or further exercise thereof or the exercise of any other Right
under the Loan Papers or otherwise.

      12.6 Cumulative Rights. All Rights available to Administrative Agent,
Majority Lenders, and Lenders under the Loan Papers are cumulative of and in
addition to all other Rights granted to Administrative Agent, Majority Lenders,
and Lenders at law or in equity, whether or not the Obligation is due and
payable and whether or not Administrative Agent, Majority Lenders, or Lenders
have instituted any suit for collection, foreclosure, or other action in
connection with the Loan Papers.

      12.7 Application of Proceeds. Any and all proceeds ever received by
Administrative Agent or Lenders from the exercise of any Rights pertaining to
the Obligation shall be applied to the Obligation according to SECTION 3.11.

      12.8 Diminution in Value of Collateral. Neither Administrative Agent nor
any Lender has any liability or responsibility whatsoever for any diminution in
or loss of value of any collateral now or hereafter securing payment or
performance of all or any part of the Obligation (other than diminution in or
loss of value caused by its gross negligence or willful misconduct).

      12.9 Certain Proceedings. Borrower will promptly execute and deliver, or
cause the execution and delivery of, all applications, certificates,
instruments, registration statements, and all other documents and papers
Administrative Agent or Majority Lenders reasonably request in connection with
the obtaining of any consent, approval, registration, qualification, permit,
license, or authorization of any Tribunal or other Person necessary or
appropriate for the effective exercise of any Rights under the Loan Papers.
Because Borrower agrees that Administrative Agent's and Majority Lenders'
remedies at Law for failure of Borrower to comply with the provisions of this
paragraph would be inadequate and that failure would not be adequately
compensable in damages, Borrower agrees that the covenants of this paragraph may
be specifically enforced.

      12.10 Change of Control. Notwithstanding anything to the contrary
contained in this Agreement, the Majority Lenders may, upon the happening of a
Change of Control, declare the Notes due and payable on a date not earlier than
sixty (60) days after delivery of written notice to Borrower. The Notes then
outstanding (including all Principal Debt plus accrued interest thereon and any
other amounts owed by Borrower to Administrative Agent or Lenders pursuant to
this Agreement or any other Loan Paper) shall thereupon become automatically due
and payable on the date set forth in such notice without any further notice or
demand of any kind.

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SECTION 13 AGREEMENT AMONG LENDERS.

      13.1 Administrative Agent.

            (i) Each Lender appoints Administrative Agent (and Administrative
      Agent accepts appointment) as its nominee and agent, in its name and on
      its behalf: (i) to act as its nominee and on its behalf in, under and in
      accordance with all Loan Papers; (ii) to arrange the means whereby its
      funds are to be made available to Borrower under the Loan Papers; (iii) to
      take any action that it properly requests under the Loan Papers (subject
      to the concurrence of other Lenders as may be required under the Loan
      Papers); (iv) to receive all documents and items to be furnished to it
      under the Loan Papers; (v) to be the secured party, mortgagee,
      beneficiary, recipient, and similar party in respect of any collateral for
      the benefit of Lenders; (vi) to promptly distribute to it all material
      information, requests, documents, and items received from Borrower under
      the Loan Papers; (vii) to promptly distribute to it its ratable part of
      each payment or prepayment (whether voluntary, as proceeds of collateral
      upon or after foreclosure, as proceeds of insurance thereon, or otherwise)
      in accordance with the terms of the Loan Papers (including without
      limitation, environmental notices, notices of default and all financial
      statements and Compliance Certificates); and (viii) to deliver to the
      appropriate Persons requests, demands, approvals, and consents received
      from it. However, Administrative Agent may not be required to take any
      action that exposes it to personal liability or that is contrary to any
      Loan Paper or applicable Law.

            (ii) If the initial or any successor Administrative Agent ever
      ceases to be a party to this Agreement or if the initial or any successor
      Administrative Agent ever resigns (whether voluntarily or at the request
      of Majority Lenders), then Majority Lenders shall appoint the successor
      Administrative Agent from among the Lenders with Commitment Sums of at
      least $10,000,000 (other than the resigning Administrative Agent). If
      Majority Lenders fail to appoint a successor Administrative Agent within
      thirty (30) days after the resigning Administrative Agent has given notice
      of resignation or Majority Lenders have removed the resigning
      Administrative Agent, then the resigning Administrative Agent may, on
      behalf of Lenders and with the consent of the Borrower, which shall not be
      unreasonably withheld or delayed, appoint a successor Administrative
      Agent, which must be a commercial bank having a combined capital and
      surplus of at least $1,000,000,000 (as shown on its most recently
      published statement of condition). Upon its acceptance of appointment as
      successor Administrative Agent, the successor Administrative Agent
      succeeds to and becomes vested with all of the Rights of the prior
      Administrative Agent, and the prior Administrative Agent is discharged
      from its duties and obligations of Administrative Agent under the Loan
      Papers (but, when used in connection with LCs issued and outstanding
      before the appointment of the successor Administrative Agent,
      "Administrative Agent" shall continue to refer solely to Charter One Bank,
      N.A.), and each Lender shall execute such documents as any Lender, the
      resigning or removed Administrative Agent, or the successor Administrative
      Agent reasonably request to reflect the change. After any Administrative
      Agent's resignation or removal as Administrative Agent under the Loan
      Papers, the provisions of this SECTION 13 inure to its benefit as to any
      actions taken or omitted to be taken by it while it was Administrative
      Agent under the Loan Papers.

            (iii) Administrative Agent, in its capacity as a Lender, has the
      same Rights under the Loan Papers as any other Lender and may exercise
      those Rights as if it were not acting as Administrative Agent; the term
      "Lender" shall, unless the context otherwise indicates, include
      Administrative Agent; and Administrative Agent's resignation or removal
      shall not impair or otherwise affect any Rights that it has or may have in
      its capacity as an individual Lender. Each

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      Lender and Borrower agree that Administrative Agent is not a fiduciary for
      Lenders or for Borrower but simply is acting in the capacity described in
      this Agreement to alleviate administrative burdens for Borrower and
      Lenders, that Administrative Agent has no duties or responsibilities to
      Lenders or Borrower except those expressly set forth in the Loan Papers,
      and that Administrative Agent in its capacity as a Lender has all Rights
      of any other Lender.

            (iv) Administrative Agent may now or hereafter be engaged in one or
      more loan, letter of credit, leasing or other financing transaction with
      Borrower, act as trustee or depositary for Borrower, or otherwise be
      engaged in other transactions with Borrower (the "OTHER ACTIVITIES") not
      the subject of the Loan Papers. Without limiting the Rights of Lenders
      specifically set forth in the Loan Papers, Administrative Agent is not
      responsible to account to Lenders for those other activities, and no
      Lender shall have any interest in any other activities, any present or
      future guaranties by or for the account of Borrower that are not
      contemplated or included in the Loan Papers, any present or future offset
      exercised by Administrative Agent in respect of those other activities,
      any present or future property taken as security for any of those other
      activities, or any property now or hereafter in Administrative Agent's
      possession or control that may be or become security for the obligations
      of Borrower arising under the Loan Papers by reason of the general
      description of indebtedness secured or of property contained in any other
      agreements, documents, or instruments related to any of those other
      activities (but, if any payments in respect of those guaranties or that
      property or the proceeds thereof is applied by Administrative Agent to
      reduce the Obligation, then each Lender is entitled to share ratably in
      the application as provided in the Loan Papers).

      13.2 Expenses. Each Lender shall pay its Pro Rata Part of any reasonable
expenses (including, without limitation, court costs, reasonable attorneys'
fees, and other costs of collection) incurred by Administrative Agent (while
acting in such capacity) in connection with any of the Loan Papers if
Administrative Agent is not reimbursed from other sources within thirty (30)
days after incurrence. Each Lender is entitled to receive its Pro Rata Part of
any reimbursement that it makes to Administrative Agent if Administrative Agent
is subsequently reimbursed from other sources.

      13.3 Proportionate Absorption of Losses. Except as otherwise provided in
the Loan Papers, nothing in the Loan Papers gives any Lender any advantage over
any other Lender insofar as the Obligation is concerned or to relieve any Lender
from ratably absorbing any losses sustained with respect to the Obligation
(except to the extent unilateral actions or inactions by any Lender result in
Borrower or any other obligor on the Obligation having any credit, allowance,
setoff, defense, or counterclaim solely with respect to all or any part of that
Lender's Pro Rata Part of the Obligation).

      13.4 Delegation of Duties; Reliance. Lenders may perform any of their
duties or exercise any of their Rights under the Loan Papers by or through
Administrative Agent, and Lenders and Administrative Agent may perform any of
their duties or exercise any of their Rights under the Loan Papers by or through
their respective Representatives. Administrative Agent, Lenders and their
respective Representatives (a) are entitled to rely upon (and shall be protected
in relying upon) any written or oral statement believed by it or them to be
genuine and correct and to have been signed or made by the proper Person and,
with respect to legal matters, upon opinion of counsel selected by
Administrative Agent or that Lender (but nothing in this CLAUSE (a) permits
Administrative Agent to rely on (i) oral statements if a writing is required by
this Agreement or (ii) any other writing if a specific writing is required by
this Agreement), (b) are entitled to deem and treat each Lender as the owner and
holder of its Pro Rata Part of the Principal Debt for all purposes until,
subject to SECTION 14.12, written notice of the assignment or transfer is given
to and received by Administrative Agent (and any request, authorization, consent
or

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approval of any Lender is conclusive and binding on each subsequent holder,
assignee or transferee of or Participant in that Lender's Pro Rata Part of the
Principal Debt until that notice is given and received), (c) are not deemed to
have notice of the occurrence of a Default unless a responsible officer of
Administrative Agent, who handles matters associated with the Loan Papers and
transactions thereunder, has actual knowledge or Administrative Agent has been
notified by a Lender or Borrower, and (d) are entitled to consult with legal
counsel (including counsel for Borrower), independent accountants, and other
experts selected by Administrative Agent and are not liable for any action taken
or omitted to be taken in good faith by it in accordance with the advice of
counsel, accountants, or experts.

      13.5 Limitation of Administrative Agent's Liability.

            (i) Neither Administrative Agent nor any of its Representatives will
      be liable for any action taken or omitted to be taken by it or them under
      the Loan Papers in good faith and believed by it or them to be within the
      discretion or power conferred upon it or them by the Loan Papers or be
      responsible for the consequences of any error of judgment (except for
      fraud, gross negligence or willful misconduct), and neither Administrative
      Agent nor any of its Representatives has a fiduciary relationship with any
      Lender by virtue of the Loan Papers (but nothing in this Agreement negates
      the obligation of Administrative Agent to account for funds received by it
      for the account of any Lender).

            (ii) Unless indemnified to its satisfaction, Administrative Agent
      may not be compelled to do any act under the Loan Papers or to take any
      action toward the execution or enforcement of the powers thereby created
      or to prosecute or defend any suit in respect of the Loan Papers. If
      Administrative Agent requests instructions from Lenders, or Majority
      Lenders, as the case may be, with respect to any act or action in
      connection with any Loan Paper, Administrative Agent is entitled to
      refrain (without incurring any liability to any Person by so refraining)
      from that act or action unless and until it has received instructions. In
      no event, however, may Administrative Agent or any of its Representatives
      be required to take any action that it or they determine could incur for
      it or them criminal or onerous civil liability. Without limiting the
      generality of the foregoing, no Lender has any right of action against
      Administrative Agent as a result of Administrative Agent's acting or
      refraining from acting under this Agreement in accordance with
      instructions of Majority Lenders, or, if unanimity is required, in
      accordance with instructions of all Lenders.

            (iii) Administrative Agent is not responsible to any Lender or any
      Participant for, and each Lender represents and warrants that it has not
      relied upon Administrative Agent in respect of, (i) the creditworthiness
      of any Company and the risks involved to that Lender, (ii) the
      effectiveness, enforceability, genuineness, validity or due execution of
      any Loan Paper (other than by Administrative Agent), (iii) any
      representation, warranty, document, certificate, report or statement made
      therein (other than by Administrative Agent) or furnished thereunder or in
      connection therewith, (iv) the adequacy of any collateral now or hereafter
      securing the Obligation or the existence, priority or perfection of any
      Lien now or hereafter granted or purported to be granted on the collateral
      under any Loan Paper, or (v) the observance of or compliance with any of
      the terms, covenants or conditions of any Loan Paper on the part of any
      Company. EACH LENDER AGREES TO INDEMNIFY ADMINISTRATIVE AGENT AND ITS
      REPRESENTATIVES AND HOLD THEM HARMLESS FROM AND AGAINST (BUT LIMITED TO
      SUCH LENDER'S PRO RATA PART OF) ANY AND ALL LIABILITIES, OBLIGATIONS,
      LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, REASONABLE
      EXPENSES, AND REASONABLE DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER
      THAT MAY BE IMPOSED ON,

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      ASSERTED AGAINST, OR INCURRED BY THEM IN ANY WAY RELATING TO OR ARISING
      OUT OF THE LOAN PAPERS OR ANY ACTION TAKEN OR OMITTED BY THEM UNDER THE
      LOAN PAPERS IF ADMINISTRATIVE AGENT AND ITS REPRESENTATIVES ARE NOT
      REIMBURSED FOR SUCH AMOUNTS BY ANY COMPANY. ALTHOUGH ADMINISTRATIVE AGENT
      AND ITS REPRESENTATIVES HAVE THE RIGHT TO BE INDEMNIFIED UNDER THIS
      AGREEMENT FOR ITS OR THEIR OWN ORDINARY NEGLIGENCE, ADMINISTRATIVE AGENT
      AND ITS REPRESENTATIVES DO NOT HAVE THE RIGHT TO BE INDEMNIFIED UNDER THIS
      AGREEMENT FOR ITS OR THEIR OWN FRAUD, GROSS NEGLIGENCE, OR WILLFUL
      MISCONDUCT.

      13.6 Delegation of Duties by Administrative Agent. Administrative Agent
may perform any and all of its duties and exercise its rights and powers under
this Agreement or under any other Loan Paper by or through any one or more
sub-agents appointed by Administrative Agent and any sub-agent may perform any
and all of its duties and exercise its rights and powers under this Agreement or
under any other Loan Paper by or through any one or more sub-agents appointed by
such sub-agent with the approval of Administrative Agent (such appointing
sub-agent is referred to in this SECTION 13.6 as an "APPOINTING SUB-AGENT").
Administrative Agent and each such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective
Affiliates. The exculpatory, indemnification and other provisions of this
SECTION 13 and of SECTION 8.13 shall apply to any the Affiliates of
Administrative 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. All of the rights, benefits, and
privileges (including the exculpatory and indemnification provisions) of this
SECTION 13 and of SECTION 8.13 shall apply to each such sub-agent and to the
Affiliates of each such sub-agent, and shall apply to their respective
activities as sub-agent as if such sub-agent and Affiliates were named herein.
Notwithstanding anything herein to the contrary, with respect to each sub-agent
appointed by the Administrative Agent and/or an Appointing Sub-Agent, (i) such
sub-agent shall be a third party beneficiary under this Agreement with respect
to all such rights, benefits and privileges (including exculpatory rights and
rights to indemnification) and shall have all of the rights and benefits of a
third party beneficiary, including an independent right of action to enforce
such rights, benefits and privileges (including exculpatory rights and rights to
indemnification) directly, without the consent or joinder of any other Person,
against any or all of the Companies and Lenders, (ii) such rights, benefits and
privileges (including exculpatory rights and rights to indemnification) shall
not be modified or amended without the consent of such sub-agent, and (iii) such
sub-agent shall only have obligations to Administrative Agent and, if
applicable, an Appointing Sub-Agent and not to any Company, Lender or any other
Person and no Company, Lender or any other Person shall have any rights,
directly or indirectly, as a third party beneficiary or otherwise, against such
sub-agent; provided, that, notwithstanding anything herein to the contrary, (i)
Administrative Agent shall remain solely responsible for the performance of its
obligations under the Loan Papers and for any actions and/or omissions by any
agent and/or sub-agent of Administrative Agent and (ii) Administrative Agent's
Rights and obligations under the Loan Papers shall remain unchanged.

      13.7 Default; Collateral. If Administrative Agent receives notice of a
Default from Borrower or any Lender, Administrative Agent shall notify Lenders
of such Default and Lenders agree to promptly confer in order that Majority
Lenders or Lenders, as the case may be, may agree upon a course of action for
the enforcement of the Rights of Lenders. Unless and until Administrative Agent
receives directions from Majority Lenders, Administrative Agent shall refrain
from taking any action (without incurring any liability to any Person for so
refraining), provided that, unless and until the Administrative Agent has
received such directions, the Administrative Agent may, at its option, take such
actions as it deems appropriate without the direction of the Majority Lenders in
circumstances where the ability of Lenders to

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recover the Obligation may otherwise be materially impaired. In actions with
respect to any property of Borrower, Administrative Agent is acting for the
ratable benefit of each Lender. Administrative Agent shall hold, for the ratable
benefit of all Lenders, any security it receives for the Obligation or any
guaranty of the Obligation it receives upon or in lieu of foreclosure.

      13.8 Limitation of Liability. No Lender or any Participant will incur any
liability to any other Lender or Participant except for acts or omissions in bad
faith, and neither Administrative Agent nor any Lender or Participant will incur
any liability to any other Person for any act or omission of any other Lender or
any Participant.

      13.9 Relationship of Lenders. The Loan Papers, and the documents delivered
in connection therewith, do not create a partnership or joint venture among
Administrative Agent and Lenders or among Lenders.

      13.10 Other Agents. None of the Lenders identified on the cover page or
signature pages of this Agreement or otherwise herein as being the "Syndication
Agent" or a "Documentation Agent" (collectively, the "OTHER AGENTS") shall have
any right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Lenders. Each Lender acknowledges
that it has not relied, and will not rely, on any of the Other Agents in
deciding to enter into this Agreement or in taking or refraining from taking any
action hereunder or pursuant hereto.

      13.11 Collateral Matters.

            (i) Each Lender authorizes and directs Administrative Agent to enter
      into the Security Documents for the ratable benefit of Lenders. Each
      Lender agrees that any action taken by Administrative Agent concerning any
      Collateral with the consent of, or at the request of, Majority Lenders in
      accordance with the provisions of this Agreement, the Security Documents
      or the other Loan Papers, and the exercise by Administrative Agent (with
      the consent of, or at the request of, Majority Lenders) of powers
      concerning the Collateral set forth in any Loan Paper, together with other
      reasonably incidental powers, shall be authorized and binding upon all
      Lenders.

            (ii) Administrative Agent is authorized on behalf of all Lenders,
      without the necessity of any notice to or further consent from any Lender,
      from time to time before a Default or Potential Default, to take any
      action with respect to any Collateral or Security Documents that may be
      necessary to perfect and maintain perfected the Lender Liens upon the
      Collateral granted by the Security Documents.

            (iii) Administrative Agent has no obligation whatsoever to any
      Lender or to any other Person to assure that the Collateral exists or is
      owned by any Company or is cared for or protected.

            (iv) Administrative Agent shall exercise the same care and prudent
      judgment with respect to the Collateral and the Security Documents as it
      normally and customarily exercises in respect of similar collateral and
      security documents.

            (v) Lenders irrevocably authorize Administrative Agent, at its
      option and in its discretion, to release any Lender Lien upon any
      Collateral (i) upon full payment of the Obligation; (ii) constituting
      property being sold or disposed of as permitted under SECTION 9.10, if

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      Administrative Agent determines that the property being sold or disposed
      is being sold or disposed in accordance with the requirements and
      limitations of SECTION 9.10 and Administrative Agent concurrently receives
      all mandatory prepayments with respect thereto, if any, in accordance with
      SECTION 9.10; (iii) constituting property in which no Company owned any
      interest at the time the Lender Lien was granted or at any time
      thereafter; (iv) constituting property leased to any Company under a lease
      that has expired or been terminated in a transaction permitted under this
      Agreement or is about to expire and that has not been, and is not intended
      by that Company to be, renewed; (v) consisting of an instrument evidencing
      Debt pledged to Administrative Agent (for the benefit of Lenders), if the
      Debt evidenced thereby has been paid in full; or (vi) if approved,
      authorized or ratified in writing by Majority Lenders subject to SECTION
      14.10(b)(vi). Upon request by Administrative Agent at any time, Lenders
      will confirm in writing Administrative Agent's authority to release
      particular types or items of Collateral under this SECTION 13.11(e).

      13.12 Benefits of Agreement. None of the provisions of this SECTION 13
inure to the benefit of any Company or any other Person other than
Administrative Agent and Lenders; consequently, no Company or any other Person
is entitled to rely upon, or to raise as a defense, in any manner whatsoever,
the failure of Administrative Agent or any Lender to comply with these
provisions.

SECTION 14 MISCELLANEOUS.

      14.1 Headings. The headings, captions and arrangements used in any of the
Loan Papers are, unless specified otherwise, for convenience only and shall not
be deemed to limit, amplify, or modify the terms of the Loan Papers, nor affect
the meaning thereof.

      14.2 Nonbusiness Days; Time. Any payment or action that is due under any
Loan Paper on a non-Business Day may be delayed until the next-succeeding
Business Day (but interest shall continue to accrue on any applicable payment
until payment is in fact made) unless the payment concerns a LIBOR Rate
Borrowing, in which case if the next-succeeding Business Day is in the next
calendar month, then such payment shall be made on the next-preceding Business
Day. Unless otherwise indicated, all time references (e.g., 10:00 a.m.) are to
New York, New York time.

      14.3 Communications.

            (i) Unless otherwise specifically provided, whenever any Loan Paper
      requires or permits any consent, approval, notice, request, demand or
      other communication from one party to another, communication must be in
      writing (which may be by telex or telecopy) to be effective and shall be
      deemed to have been given (i) if by telex, when transmitted to the
      appropriate telex number and the appropriate answerback is received; (ii)
      if by telecopy, when transmitted to the appropriate telecopy number (and
      all communications sent by telecopy must be confirmed promptly thereafter
      by telephone; but any requirement in this parenthetical shall not affect
      the date when the telecopy shall be deemed to have been delivered); (iii)
      if by mail, on the third Business Day after it is enclosed in an envelope
      and properly addressed, stamped, sealed, certified mail, return receipt
      requested, and deposited in the appropriate official postal service; or
      (iv) if by any other means, when actually delivered. Until changed by
      notice pursuant to this Agreement, the address (and telecopy number) for
      each party to a Loan Paper is set forth on the attached SCHEDULE 1.

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            (ii) Notices and other communications to Lenders and Administrative
      Agent hereunder may be delivered or furnished by electronic communication
      (including e-mail and Internet or intranet websites) pursuant to
      procedures approved by Administrative Agent, provided that the foregoing
      shall not apply to notices to any Lender pursuant to Section 2 if such
      Lender has notified the Administrative Agent that it is incapable of
      receiving notices under such Section by electronic communication.
      Administrative Agent or 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 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.

      14.4 Form and Number of Documents. The form, substance, and number of
counterparts of each writing to be furnished under this Agreement must be
satisfactory to Administrative Agent and its counsel.

      14.5 Exceptions to Covenants. Borrower may not and may not permit any
Company to take or fail to take any action that is permitted as an exception to
any of the covenants contained in any Loan Paper if that action or omission
would result in the breach of any other covenant contained in any Loan Paper.

      14.6 Survival. All covenants, agreements, undertakings, representations,
and warranties made in any of the Loan Papers survive all closings under the
Loan Papers and, except as otherwise indicated, are not affected by any
investigation made by any party.

      14.7 Governing Law. Except as expressly provided in a Loan Paper, the Laws
(other than conflict-of-laws provisions) of the State of New York and of the
United States of America govern the Rights and duties of the parties to the Loan
Papers and the validity, construction, enforcement, and interpretation of the
Loan Papers.

      14.8 Invalid Provisions. Any provision in any Loan Paper held to be
illegal, invalid, or unenforceable is fully severable; the appropriate Loan
Paper shall be construed and enforced as if that provision had never been
included; and the remaining provisions shall remain in full force and effect and
shall not be affected by the severed provision. Administrative Agent, Lenders,
and each Company party to the affected Loan Paper agree to negotiate, in good
faith, the terms of a replacement provision as similar to the severed provision
as may be possible and be legal, valid, and enforceable. However, if the
provision held to be illegal, invalid, or unenforceable is a material part of
this Agreement, such invalid, illegal, or unenforceable provision shall be, to
the extent permitted by Law, replaced by a clause or provision judicially
construed and interpreted to be as similar in substance and content to the
original terms of such illegal, invalid, or unenforceable clause or provision as
the context thereof would reasonably allow, so that such clause or provision
would thereafter be legal, valid and enforceable.

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      14.9 Venue; Service of Process; Jury Trial. EACH PARTY TO ANY LOAN PAPER,
IN EACH CASE FOR ITSELF, ITS SUCCESSORS AND ASSIGNS (AND IN THE CASE OF
BORROWER, FOR EACH OTHER COMPANY), (a) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE OF NEW YORK; (b)
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY LITIGATION ARISING
OUT OF OR IN CONNECTION WITH THE LOAN PAPERS AND THE OBLIGATION BROUGHT IN
DISTRICT COURTS OF NEW YORK, NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK; (c) IRREVOCABLY WAIVES ANY CLAIMS THAT ANY
LITIGATION BROUGHT IN ANY OF THE AFOREMENTIONED COURTS HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM; (d) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF
ANY OF THOSE COURTS IN ANY LITIGATION BY THE MAILING OF COPIES THEREOF BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, BY HAND-DELIVERY, OR
BY DELIVERY BY A NATIONALLY RECOGNIZED COURIER SERVICE, AND SERVICE SHALL BE
DEEMED COMPLETE UPON DELIVERY OF THE LEGAL PROCESS AT ITS ADDRESS SET FORTH IN
THIS AGREEMENT; (e) IRREVOCABLY AGREES THAT ANY LEGAL PROCEEDING AGAINST ANY
PARTY TO ANY LOAN PAPER ARISING OUT OF OR IN CONNECTION WITH THE LOAN PAPERS OR
THE OBLIGATION MAY BE BROUGHT IN ONE OF THE AFOREMENTIONED COURTS; AND (f)
IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ITS RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY
LOAN PAPER. The scope of each of the foregoing waivers is intended to be
all-encompassing of any and all disputes that may be filed in any court and that
relate to the subject matter of this transaction, including, without limitation,
contract claims, tort claims, breach of duty claims, and all other common law
and statutory claims. Borrower (for itself and on behalf of each other Company)
acknowledges that these waivers are a material inducement to Administrative
Agent's and each Lender's agreement to enter into a business relationship, that
Administrative Agent and each Lender have already relied on these waivers in
entering into this Agreement, and that Administrative Agent and each Lender will
continue to rely on each of these waivers in related future dealings. Borrower
(for itself and on behalf of each other Company) further warrants and represents
that it has reviewed these waivers with its legal counsel and that it knowingly
and voluntarily agrees to each waiver following consultation with legal counsel.
THE WAIVERS IN THIS SECTION 14.9 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, SUPPLEMENTS, OR REPLACEMENTS TO OR OF THIS OR ANY OTHER
LOAN PAPER. In the event of Litigation, this Agreement may be filed as a written
consent to a trial by the court.

      14.10 Amendments, Consents, Conflicts, and Waivers.

            (i) Unless otherwise specifically provided, (i) this Agreement may
      be amended only by an instrument in writing executed by Borrower,
      Administrative Agent and Majority Lenders and supplemented only by
      documents delivered or to be delivered in accordance with the express
      terms of this Agreement and (ii) the other Loan Papers may only be the
      subject of an amendment, modification, or waiver that has been approved by
      Majority Lenders and Borrower.

            (ii) Any amendment, consent or waiver under this Agreement or any
      Loan Paper that purports to accomplish any of the following must be in
      writing and executed by Borrower and Administrative Agent and executed (or
      approved, as the case may be) by each Lender: (i) extend the due date or
      decrease the amount of any scheduled payment of the Obligation beyond the
      date

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      specified in the Loan Papers; (ii) decrease any rate or amount of
      interest, fees, or other sums payable to Administrative Agent or Lenders
      under this Agreement (except such reductions as are contemplated by this
      Agreement); (iii) change the definition of "APPLICABLE MARGIN," COMMITMENT
      USAGE," "COMMITTED SUM," "FACILITY COMMITTED SUM," "MAJORITY LENDERS,"
      "MATURITY DATE" or "FACILITY MATURITY DATE"; (iv) increase or decrease any
      one or more Lenders' Committed Sums except as provided in this Agreement;
      (v) except as permitted by SECTION 9.10, consent to the release of all or
      a material portion of the Collateral under the Security Documents; (vi)
      change the provisions of SECTION 13 to the detriment of any Lender; (vii)
      change any provision requiring ratable distributions to Lenders; (viii)
      subject any Lender to a greater obligation than expressly provided in this
      Agreement; or (ix) change this CLAUSE (b) or any other matter specifically
      requiring the consent of all Lenders under this Agreement.

            (iii) Any conflict or ambiguity between the terms and provisions of
      this Agreement and terms and provisions in any other Loan Paper is
      controlled by the terms and provisions of this Agreement.

            (iv) No course of dealing or any failure or delay by Administrative
      Agent, any Lender, or any of their respective Representatives with respect
      to exercising any Right of Administrative Agent or any Lender under this
      Agreement operates as a waiver thereof. A waiver must be in writing and
      signed by Administrative Agent and Lenders (or Majority Lenders, if
      permitted under this Agreement) to be effective, and a waiver will be
      effective only in the specific instance and for the specific purpose for
      which it is given.

      14.11 Multiple Counterparts. Any Loan Paper may be executed in a number of
identical counterparts, each of which shall be deemed an original for all
purposes and all of which constitute, collectively, one agreement; but, in
making proof of thereof, it shall not be necessary to produce or account for
more than one counterpart. Each Lender need not execute the same counterpart of
this Agreement so long as identical counterparts are executed by Borrower, each
Lender, and Administrative Agent. This Agreement shall become effective when
counterparts of this Agreement have been executed and delivered to
Administrative Agent by each Lender, Administrative Agent and Borrower, or, in
the case only of Lenders, when Administrative Agent has received telecopied,
telexed or other evidence satisfactory to it that each Lender has executed and
is delivering to Administrative Agent a counterpart of this Agreement.

      14.12 Successors and Assigns; Participations.

            (i) Each Loan Paper binds and inures to the benefit of the parties
      thereto, any intended beneficiary thereof, and each of their respective
      successors and permitted assigns. No Lender may transfer, pledge, assign,
      sell any participation in, or otherwise encumber its portion of the
      Obligation except as permitted by this SECTION 14.12.

            (ii) Subject to the provisions of this section and in accordance
      with applicable Law, any Lender may, in the ordinary course of its
      commercial banking business, at any time sell to one or more Persons (each
      a "PARTICIPANT") participating interests in its portion of the Obligation.
      The selling Lender shall remain a "Lender" under this Agreement (and the
      Participant shall not constitute a "Lender" under this Agreement) and its
      obligations under this Agreement shall remain unchanged. The selling
      Lender shall remain solely responsible for the performance of its
      obligations under the Loan Papers and shall remain the holder of its share
      of the Principal Debt for all purposes under this Agreement. Borrower and
      Administrative Agent shall continue to deal

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      solely and directly with the selling Lender in connection with that
      Lender's Rights and obligations under the Loan Papers. Participants have
      no Rights under the Loan Papers, other than certain voting Rights as
      provided below. Subject to the following, each Lender may obtain (on
      behalf of its Participants) the benefits of SECTION 3 with respect to all
      participations in its part of the Obligation outstanding from time to time
      so long as Borrower is not obligated to pay any amount in excess of the
      amount that would be due to that Lender under SECTION 3 calculated as
      though no participations have been made. No Lender may sell any
      participating interest under which the Participant has any Rights to
      approve any amendment, modification or waiver of any Loan Paper, except to
      the extent the amendment, modification or waiver extends the due date for
      payment of any principal, interest or fees due under the Loan Papers,
      reduces the interest rate or the amount of principal or fees applicable to
      the Obligation (except reductions contemplated by this Agreement), or
      releases a material portion of the Collateral, if any, for the Obligation
      (other than releases of collateral permitted by SECTION 13.11(e)).
      However, if a Participant is entitled to the benefits of SECTION 3 or a
      Lender grants Rights to its Participants to approve amendments to or
      waivers of the Loan Papers respecting the matters described in the
      previous sentence, then that Lender must include a voting mechanism in the
      relevant participation agreement whereby a majority of its portion of the
      Obligation (whether held by it or participated) shall control the vote for
      all of that Lender's portion of the Obligation. Except in the case of the
      sale of a participating interest to another Lender, the relevant
      participation agreement shall prohibit the Participant from transferring,
      pledging, assigning, selling participations in, or otherwise encumbering
      its portion of the Obligation.

            (iii) Subject to the provisions of this section, any Lender may at
      any time, in the ordinary course of its commercial banking business, (i)
      without the consent of Borrower or Administrative Agent, assign all or any
      part of its Rights and obligations under the Loan Papers to any of its
      Affiliates or any other Lender (each a "PURCHASER") and (ii) upon the
      prior written consent of Borrower and Administrative Agent (which will not
      be unreasonably withheld), assign to any other Person that is not a
      business competitor of any Company (each of which is also a "PURCHASER") a
      proportionate part (not less than the greater of (x) $5,000,000 or (y) its
      remaining balance, and an integral multiple of $1,000,000) of all or any
      part of its Rights and obligations under the Loan Papers; provided,
      however, that such assigning Lender must retain an obligation hereunder to
      fund at least $5,000,000 of the Facility, unless otherwise agreed by the
      Borrower and Administrative Agent (such consent not to be unreasonably
      withheld). In each case, the Purchaser shall assume those Rights and
      obligations under an assignment agreement substantially in the form of the
      attached EXHIBIT G. Each assignment under this SECTION 14.12 (c) shall
      include a ratable interest in the assigning Lender's Rights and
      obligations under the Facility. Upon (i) delivery to Borrower and
      Administrative Agent (A) of an assignment agreement electronically
      executed and delivered via an electronic settlement system acceptable to
      the Administrative Agent or (B) an assignment agreement manually executed
      and (ii) payment of a fee of $3,500 from the transferee to Administrative
      Agent, from and after the assignment's effective date (which shall be
      after the date of delivery), the Purchaser shall for all purposes be a
      Lender party to this Agreement and shall have all the Rights and
      obligations of a Lender under this Agreement to the same extent as if it
      were an original party to this Agreement with commitments as set forth in
      the assignment agreement, and the transferor Lender shall be released from
      its obligations under this Agreement to a corresponding extent, and,
      except as provided in the following sentence, no further consent or action
      by Borrower, Lenders or Administrative Agent shall be required. Upon the
      consummation of any transfer to a Purchaser under this CLAUSE (c), the
      then-existing SCHEDULE 1 shall automatically be deemed to reflect the
      name, address, and Committed Sum of such Purchaser, Borrower shall execute
      and deliver to each of the transferor Lender and

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      the Purchaser a Facility Note in the face amount of its respective
      Committed Sum under the Facility following transfer, and, upon receipt of
      its new Facility Note, the transferor Lender shall return to Borrower the
      Facility Note previously delivered to it under this Agreement. A Purchaser
      is subject to all the provisions in this section as if it were a Lender
      signatory to this Agreement as of the date of this Agreement.

            (iv) Any Lender may at any time, without the consent of Borrower or
      Administrative Agent, assign all or any part of its Rights under the Loan
      Papers to a Federal Reserve Bank without releasing the transferor Lender
      from its obligations thereunder.

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

      14.13 Discharge Only Upon Payment in Full; Reinstatement in Certain
Circumstances. Each Company's obligations under the Loan Papers remain in full
force and effect until the Facility Committed Sum is terminated and the
Obligation is paid in full (except for provisions under the Loan Papers which by
their terms expressly survive payment of the Obligation and termination of the
Loan Papers). If at any time any payment of the principal of or interest on any
Note or any other amount payable by Borrower or any other obligor on the
Obligation under any Loan Paper is rescinded or must be restored or returned
upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, the
obligations of each Company under the Loan Papers with respect to that payment
shall be reinstated as though the payment had been due but not made at that
time.

      14.14 Confidentiality. Borrower, Administrative Agent, Arranger and
Lenders agree to keep all information concerning the structure and documentation
of this Agreement confidential, including without limitation all information of
a confidential nature received by them from Borrower pursuant to this Agreement;
provided, however, that such information may be disclosed: (a) to directors,
officers, employees, agents, representatives, or outside counsel of Borrower or
of the Administrative Agent or any Lender or any Affiliate of any Lender; (b) to
any auditor, government official, or examiner; (c) pursuant to any subpoena or
other order of any court or administrative agency or otherwise as may be
required by applicable law, rule, or regulation; (d) to any other Person if
reasonably incidental to the administration of the credit facility provided
herein; (e) in connection with any litigation to which such Lender or any of its
Affiliates may be a party; (f) to the extent necessary in connection with the
exercise of any remedy under this Agreement or any other Loan Paper; (g) subject
to provisions substantially similar to those contained in this SECTION 14.14 to
any actual or proposed participant or assignee; or (h) to any assignee of or
participant in, or prospective assignee of or participant in, any Lender's
Borrowings or its Committed Sum or any part thereof under any credit agreement
who, in each case set forth in CLAUSES (a) through (h), agrees in writing to be
bound by the terms of this Section; and provided further, that no
confidentiality obligation shall attach to any information which (1) is or
becomes publicly known, through no wrongful act on the part of any Person who
shall have received such information, (2) is rightfully received by such Person
from a third party, (3) is independently developed by such Person, or (4) is
explicitly approved for release by Borrower.

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      14.15 Entirety. THIS AGREEMENT AND THE OTHER WRITTEN LOAN PAPERS (EACH AS
AMENDED IN WRITING FROM TIME TO TIME) EXECUTED BY ANY COMPANY, ANY LENDER, OR
ADMINISTRATIVE AGENT REPRESENT THE FINAL AGREEMENT AMONG THE COMPANIES, LENDERS,
AND ADMINISTRATIVE AGENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

      14.16 Patriot Act. Each of Administrative Agent and each Lender hereby
notifies 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 "PATRIOT
ACT"), it is required to obtain, verify and record information that identifies
the Borrower, which information includes the name and address of Borrower and
other information that will allow Administrative Agent and such Lender to
identify Borrower in accordance with the Patriot Act.

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      EXECUTED as of the day and year first written above.

                                            MONRO MUFFLER BRAKE, INC.,
                                            a New York corporation, as Borrower

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                            CHARTER ONE BANK, N.A.,
                                            as Administrative Agent and a Lender

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                            JPMORGAN CHASE BANK, N.A.,
                                            as Syndication Agent and a Lender

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                            BANK OF AMERICA, N.A.,
                                            as Documentation Agent and a Lender

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

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<PAGE>

                                          MANUFACTURERS & TRADERS TRUST COMPANY,
                                          as a Lender

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

                                          HSBC BANK USA, NATIONAL ASSOCIATION,
                                          as a Lender

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

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