<PAGE>

Exhibit 10.33

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

                      AMENDED AND RESTATED CREDIT AGREEMENT

                          dated as of January 15, 2003

                                  by and among

                         OAO TECHNOLOGY SOLUTIONS, INC.,

                                its SUBSIDIARIES

                                       and

                              BANK OF AMERICA, N.A.
                             as Administrative Agent

                                       and

                            THE LENDERS NAMED HEREIN

                       $15,000,000 REVOLVING LOAN FACILITY

                                       and

                          $9,000,000 TERM LOAN FACILITY

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            Page
<S>                                                                                                        <C>
ARTICLE 1   Definitions......................................................................................2
     Section 1.1     Definitions, etc.........................................................................2
     Section 1.2     Other Definitional Provisions...........................................................26
     Section 1.3     Accounting Terms and Determinations.....................................................27
     Section 1.4     Financial Covenants and Reporting.......................................................27
ARTICLE 2   Loans............................................................................................28
     Section 2.1     Revolving Loans; Term Loans.............................................................28
     Section 2.2     Notes...................................................................................28
     Section 2.3     Repayment of Loans......................................................................29
     Section 2.4     Interest................................................................................29
     Section 2.5     Borrowing Procedure.....................................................................31
     Section 2.6     Optional Prepayments, Conversions and Continuations of Loans............................31
     Section 2.7     Mandatory Prepayments...................................................................31
     Section 2.8     Minimum Amounts.........................................................................32
     Section 2.9     Certain Notices.........................................................................32
     Section 2.10     Use of Proceeds........................................................................33
     Section 2.11     Fees...................................................................................33
     Section 2.12     Computations...........................................................................34
     Section 2.13     Termination or Reduction of Commitments................................................34
     Section 2.14     Letters of Credit......................................................................34
     Section 2.15     Joint and Several Obligations..........................................................37
     Section 2.14     Letters of Credit......................................................................37
ARTICLE 3   Payments.........................................................................................38
     Section 3.1     Method of Payment.......................................................................38
     Section 3.2     Pro Rata Treatment......................................................................39
     Section 3.3     Sharing of Payments, Etc................................................................39
     Section 3.4     Non-Receipt of Funds by the Administrative Agent........................................39
     Section 3.5     Taxes...................................................................................40
     Section 3.6     Withholding Tax Exemption...............................................................41
     Section 3.7     Reinstatement of Obligations............................................................41
     Section 3.8     No Force Majeure, Disputes..............................................................41
ARTICLE 4   Yield Protection and Illegality..................................................................42
     Section 4.1     Additional Costs........................................................................42
     Section 4.2     Limitation on Types of Loans............................................................43
     Section 4.3     Illegality..............................................................................44
     Section 4.4     Treatment of Affected Loans.............................................................44
     Section 4.5     Compensation............................................................................45
     Section 4.6     Capital Adequacy........................................................................45
     Section 4.7     Additional Interest on Eurodollar Loans.................................................46
ARTICLE 5   Security.........................................................................................47
     Section 5.1     Collateral..............................................................................47
     Section 5.2     Guaranties..............................................................................48
</TABLE>

AMENDED AND RESTATED CREDIT AGREEMENT - Page i

<PAGE>


<TABLE>
<S>                                                                                                         <C>
     Section 5.3     New Subsidiaries; Additional Capital Stock..............................................48
     Section 5.4     Mortgaged Properties; Landlord Waivers..................................................49
     Section 5.5     Further Assurances......................................................................49
     Section 5.6     Setoff..................................................................................49
ARTICLE 6   Conditions Precedent.............................................................................50
     Section 6.1     Initial Extension of Credit.............................................................50
     Section 6.2     All Extensions of Credit................................................................54
     Section 6.4     Closing Certificates....................................................................54
ARTICLE 7   Representations and Warranties...................................................................55
     Section 7.1     Existence...............................................................................55
     Section 7.2     Financial Statements....................................................................55
     Section 7.3     Corporate Action; No Breach.............................................................55
     Section 7.4     Operation of Business; Licenses and Permits.............................................56
     Section 7.5     Intellectual Property...................................................................56
     Section 7.6     Litigation and Judgments................................................................56
     Section 7.7     Rights in Properties; Liens.............................................................57
     Section 7.8     Enforceability..........................................................................57
     Section 7.9     Approvals...............................................................................57
     Section 7.10     Debt...................................................................................57
     Section 7.11     Taxes..................................................................................57
     Section 7.12     Margin Securities......................................................................58
     Section 7.13     ERISA..................................................................................58
     Section 7.14     Disclosure.............................................................................58
     Section 7.15     Loan Parties...........................................................................59
     Section 7.16     Compliance with Laws...................................................................59
     Section 7.17     Investment Company Act.................................................................59
     Section 7.18     Public Utility Holding Company Act.....................................................59
     Section 7.19     Environmental Matters..................................................................59
     Section 7.21     Labor Disputes and Acts of God.........................................................60
     Section 7.22     Material Contracts.....................................................................60
     Section 7.23     Bank Accounts..........................................................................61
     Section 7.24     Outstanding Securities.................................................................61
     Section 7.25     Solvency...............................................................................61
     Section 7.26     Employee Matters.......................................................................61
     Section 7.27     Insurance..............................................................................61
     Section 7.28     Common Enterprise......................................................................61
     Section 7.29     Burdensome Agreements..................................................................62
ARTICLE 8   Affirmative Covenants................ ...........................................................62
     Section 8.1     Reporting Requirements..................................................................62
     Section 8.2     Maintenance of Existence; Conduct of Business...........................................65
     Section 8.3     Maintenance of Properties and Permits...................................................65
     Section 8.4     Taxes and Claims........................................................................66
     Section 8.5     Insurance...............................................................................66
     Section 8.6     Inspection Rights.......................................................................67
</TABLE>

AMENDED AND RESTATED CREDIT AGREEMENT - Page ii

<PAGE>

<TABLE>
<S>                                                                                                         <C>
     Section 8.7     Keeping Books and Records...............................................................68
     Section 8.8     Compliance with Laws....................................................................68
     Section 8.9     Compliance with Agreements..............................................................68
     Section 8.10     Further Assurances.....................................................................68
     Section 8.11     ERISA..................................................................................68
     Section 8.12     Non-Consolidation......................................................................68
     Section 8.14     Trade Accounts Payable.................................................................69
     Section 8.15     Delivery of Certain Amendments and Material Contracts..................................69
     Section 8.16     Management.............................................................................69
ARTICLE 9   Negative Covenants...............................................................................69
     Section 9.1     Debt....................................................................................69
     Section 9.2     Limitation on Liens.....................................................................70
     Section 9.3     Mergers, Etc............................................................................70
     Section 9.4     Restricted Payments.....................................................................70
     Section 9.5     Investments.............................................................................71
     Section 9.6     Limitation on Issuance of Capital Stock.................................................72
     Section 9.7     Transactions with Affiliates............................................................72
     Section 9.8     Disposition of Property.................................................................72
     Section 9.9     Sale and Leaseback......................................................................73
     Section 9.10     Lines of Business......................................................................73
     Section 9.11     Environmental Protection...............................................................73
     Section 9.12     Intercompany Transactions..............................................................73
     Section 9.13     Management Fees........................................................................74
     Section 9.14     Modification of Certain Agreements.....................................................74
     Section 9.15     ERISA..................................................................................74
     Section 9.16     No Prepayment of Debt, Etc.............................................................74
ARTICLE 10  Financial Covenants..............................................................................75
     Section 10.1     Minimum Net Worth......................................................................75
     Section 10.2     Fixed Charge Coverage..................................................................75
     Section 10.3     Funded Debt to EBITDA..................................................................75
     Section 10.4     Senior Debt to EBITDA..................................................................75
ARTICLE 11  Default..........................................................................................76
     Section 11.1     Events of Default......................................................................76
     Section 11.2     Remedies...............................................................................78
     Section 11.3     Performance by the Administrative Agent, etc...........................................79
ARTICLE 12  The Administrative Agent.........................................................................80
     Section 12.1     Appointment, Powers and Immunities.....................................................80
     Section 12.2     Rights of Administrative Agent as a Lender.............................................81
     Section 12.3     Defaults...............................................................................81
     Section 12.4     INDEMNIFICATION........................................................................81
     Section 12.5     Independent Credit Decisions...........................................................82
     Section 12.6     Several Commitments....................................................................82
     Section 12.7     Successor Administrative Agent.........................................................83
ARTICLE 13  Miscellaneous....................................................................................84
</TABLE>


AMENDED AND RESTATED CREDIT AGREEMENT - Page iii

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<TABLE>
     <S>                                                                                                     <C>
     Section 13.1    Expenses................................................................................84
     Section 13.2    INDEMNIFICATION.........................................................................84
     Section 13.3    Limitation of Liability.................................................................85
     Section 13.4    No Duty.................................................................................85
     Section 13.5    No Fiduciary Relationship...............................................................86
     Section 13.6    Equitable Relief........................................................................86
     Section 13.7    No Waiver; Cumulative Remedies..........................................................86
     Section 13.8    Successors and Assigns..................................................................87
     Section 13.9    Survival................................................................................90
     Section 13.10    ENTIRE AGREEMENT.......................................................................91
     Section 13.11    Amendments.............................................................................91
     Section 13.12    Maximum Interest Rate..................................................................91
     Section 13.13    Notices................................................................................92
     Section 13.14    ARBITRATION............................................................................93
     Section 13.15    GOVERNING LAW; SUBMISSION TO JURISDICTION; SERVICE OF PROCESS..........................94
     Section 13.16    Counterparts...........................................................................94
     Section 13.17    Severability...........................................................................94
     Section 13.18    Headings...............................................................................95
     Section 13.19    Construction...........................................................................95
     Section 13.20    Independence of Covenants..............................................................95
     Section 13.21    Confidentiality........................................................................95
     Section 13.22    WAIVER OF JURY TRIAL...................................................................95
     Section 13.23    Approvals and Consent..................................................................95
     Section 13.24    Service of Process.....................................................................96
     Section 13.24    Service of Process.....................................................................96
</TABLE>

AMENDED AND RESTATED CREDIT AGREEMENT - Page iv

<PAGE>

                                INDEX TO EXHIBITS

Exhibit A        -   Form of Assignment and Acceptance
Exhibit B        -   Form of Borrowing Base Report
Exhibit C        -   Form of Notice of Borrowings, Conversions, Continuations
                      and Prepayments
Exhibit D        -   Form of Compliance Certificate

                               INDEX TO SCHEDULES

Schedule 1.1(a)  -   Certain Permitted Holders
Schedule 1.1(b)  -   Certain Permitted Liens
Schedule 7.4     -   Permits,  Franchises and  Authorizations  required by
                      Governmental  Requirements or issued by Governmental
                      Authorities
Schedule 7.5     -   Intellectual Property
Schedule 7.6     -   Litigation, Etc.
Schedule 7.7     -   Real Property
Schedule 7.10    -   Existing Debt
Schedule 7.13    -   Plans
Schedule 7.15    -   Loan Parties
Schedule 7.22    -   Material Contracts
Schedule 7.23    -   Bank Accounts
Schedule 7.26    -   Employee Matters
Schedule 7.27    -   Insurance
Schedule 7.29    -   Capitalization
Schedule 9.5     -   Certain Investments
Schedule 9.13    -   Management Fees

AMENDED AND RESTATED CREDIT AGREEMENT - Page v

<PAGE>

                                CREDIT AGREEMENT

     THIS CREDIT AGREEMENT, dated as of January 15, 2003, is by and between OAO
TECHNOLOGY SOLUTIONS, INC., a Delaware corporation (the "Company"), OAO
TECHNOLOGY SOLUTIONS FEDERAL SYSTEMS, INC., an Illinois corporation ("OAO
Federal Systems"), successor by name change to O.A.O. Systems, Inc., OAO
TECHNOLOGY SOLUTIONS (CANADA) INC. ("OAO Canada"), a company organized under the
law of New Brunswick, Canada, successor by name change to OAO Canada Limited,
OAO HEALTHCARE SOLUTIONS, INC., a California corporation ("OAO Healthcare
Solutions"), OAO TECHNOLOGY SOLUTIONS UK LIMITED, a United Kingdom corporation
("OAO UK") and OAO TRANSITION, LLC, a Delaware limited liability company
("Transition LLC"), OAO HEALTH SERVICES PROCESSING, INC., a Delaware corporation
("OAO Health Services"), OAO TECHNOLOGY SOLUTIONS EUROPE, B.V., a Netherlands
corporation ("OAO Europe-BV"), OAO TECHNOLOGY SOLUTIONS ITALIA SRL., an Italian
corporation ("OAO Italia") , OAO TECHNOLOGY SOLUTIONS DEUTSCHLAND GMBH, a German
corporation ("OAO Deutschland") , OAO TECHNOLOGY SOLUTIONS FRANCE SARL, a French
corporation ("OAO France") , OAO TECHNOLOGY SOLUTIONS BELGIUM SPRL, a Belgian
corporation ("OAO Belgium") (the Company, OAO Federal Systems, OAO Canada, OAO
Healthcare Solutions, OAO UK, Transition LLC, OAO Health Services, OAO
Europe-BV, OAO Italia, OAO Deutschland, OAO France and OAO Belgium are each a
"Borrower" and together the "Borrowers"), each of the lending entities which is
a party hereto (as evidenced by the signature pages of this Agreement) or which
may from time to time become a party hereto as a lender or any successor or
assignee thereof (individually, a "Lender" and, collectively, the "Lenders"),
and BANK OF AMERICA, N.A., a national banking association, successor in interest
to NationsBank, N.A., as Administrative Agent for itself and the other Lenders
(in such capacity, together with its successors in such capacity, the
"Administrative Agent").

                                    RECITALS:

     A.   Pursuant to that certain Credit Agreement dated as of June 30, 1999,
by and between the Borrowers and the Lenders, as amended by that certain First
Amendment to Credit Agreement dated August 29, 2001 and that certain Second
Amendment to Credit Agreement dated April 30, 2002 (collectively, the "Original
Credit Agreement"), the Lenders agreed to make various credit facilities
available to the Borrowers.

     B.   The Borrowers have asked the Lender to amend and restate the Original
Credit Agreement, and the Borrowers and the Administrative Agent and the Lenders
have agreed to do so, subject to the terms and conditions of this Agreement. The
Lender(s) identified on the signature pages of this Agreement desire to provide
the credit facilities referred to above with the assistance of the
Administrative Agent upon and subject to the terms and provisions contained in
this Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:

                                    ARTICLE 1

AMENDED AND RESTATED CREDIT AGREEMENT - Page 1

<PAGE>

                                   Definitions

     Section 1.1 Definitions, etc. As used in this Agreement, the following
terms shall have the following meanings:

     "Additional Costs" means as specified in Section 4.1(a).

     "Adjusted LIBOR Rate" means, for any LIBOR Loan for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/16
of one percent) determined by the Administrative Agent to be equal to (a) the
LIBOR Rate for such LIBOR Loan for such Interest Period divided by (b) one minus
the Reserve Requirement for such LIBOR Loan for such Interest Period.

     "Administrative Agent" means as specified in the introductory paragraph of
this Agreement.

     "Advances" means the Loans made under this Agreement.

     "Affiliate" means, as to any Person, any other Person (a) that directly or
indirectly through one or more intermediaries controls or is controlled by, or
is under direct or indirect common control with, such first Person, (b) that
directly or indirectly beneficially owns or holds ten percent or more of any
class of voting Capital Stock of such first Person, or (c) ten percent or more
of the voting Capital Stock of which is directly or indirectly beneficially
owned or held by such first Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of the Loan Documents, neither the Administrative Agent nor any Lender
nor J.F. Lehman & Company, Inc. nor Terrapin Partners Subsidiary LLC shall be
deemed to be an Affiliate of the Borrowers or any Loan Party and shall not be
deemed an Affiliate of the Borrowers.

     "Agreement" means this Agreement and any and all amendments, modifications,
supplements, renewals, extensions or restatements hereof.

     "Applicable Commitment Fee Rate" means, for the period commencing effective
September 30, 2002 through the earlier of (i) the Revolving Loans Maturity Date
(September 30, 2003) or (ii) the date on which the Company's Funded Debt to
EBITDA ratio is less than 2.75 to 1.00 on a rolling four quarter basis, fifty
(50) basis points. From such date and thereafter, it shall mean the rate set
forth in the table below that corresponds to the ratio of (i) Available Cash
Flow to (ii) Consolidated Fixed Charges for the four fiscal quarters of the
Company and its Subsidiaries then most recently ended as of the date of such
financial statements, calculated in accordance with Section 1.4:

     ---------------------------------------------------------------------------
       Tier      Fixed Charge Coverage     Applicable Commitment
     ---------------------------------------------------------------------------

AMENDED AND RESTATED CREDIT AGREEMENT - Page 2

<PAGE>
                 Ratio                                  Fee Rate
     -----------------------------------------------------------
       I         Greater than or equal to 2.0 to 1.0      0.450%
       II        Greater than or equal to 1.5 to          0.500%
                  1.0 but less than 2.0 to 1.0

       III       Greater than or equal to 1.2 to          0.500%
                  1.0 but less than 1.5 to 1.0
       IV        Greater than or equal to 1.0 to          0.500%
                  1.0 but less than 1.2 to 1.0
       V         Less than 1.0 to 1.0                     0.500%

Tiers IV and V set forth in the chart above shall only be applicable for the
period September 30, 2002 through the measurement of the Fixed Charge Covenant
ration as of December 31, 2003. Beginning with the calculation of Fixed Charge
Covenant to be performed with respect to the quarter ending March 31, 2004, any
result less than 1.2 to 1.0 shall be considered an Event of Default pursuant to
the terms of this Agreement.

The Applicable Commitment Fee Rate shall be calculated on each Calculation Date
in arrears based upon the preceding table and the financial statements delivered
by the Borrowers pursuant to Section 8.1(b) and the certificate delivered by the
Borrowers pursuant to Section 8.1(j) (which may be delivered by telecopy);
provided, that if the Borrowers fail to deliver to the Administrative Agent such
financial statements or certificate on or before the relevant Calculation Date,
the Applicable Commitment Fee Rate shall be deemed to be the percentage
reflected in the preceding table as if the Fixed Charge Coverage ratio was less
than 1.2 to 1.0 until the date such statements and certificate are received by
the Lender, after which the Applicable Commitment Fee Rate shall be determined
as otherwise provided herein

     "Applicable Lending Office" means, for each Lender and each Type of Loan,
the lending office of such Lender (or an Affiliate of such Lender) designated
for such Type of Loan below its name on the signature pages hereof (or, with
respect to a Lender that becomes a party to this Agreement pursuant to an
assignment made in accordance with Section 13.8, in the Assignment and
Acceptance executed by it) or such other office of such Lender (or an Affiliate
of such Lender) as such Lender may from time to time specify to the Borrowers
and the Administrative Agent as the office by which its Loans of such Type are
to be made and maintained.

     "Applicable Margin" means, for the period commencing effective September
30, 2002 through the earlier of (i) the Revolving Loans Maturity Date (September
30, 2003) or (ii) the date on which the Company's Funded Debt to EBITDA ratio is
less than 2.75 to 1.00 on a rolling four quarter basis, four hundred fifty (450)
basis points for LIBOR Rate Loans, two hundred (200) basis points for Base Rate
Loans, and three hundred (300) basis points for the purposes of calculating
letter of credit fees. From such date and thereafter, it shall mean the rate set
forth in the table below that corresponds to the ratio of (i) Available Cash
Flow to (ii) Consolidated Fixed Charges for the four fiscal quarters of the
Company and its Subsidiaries then most recently ended as of the date of such
financial st atements, calculated in accordance with Section 1.4:

AMENDED AND RESTATED CREDIT AGREEMENT - Page 3

<PAGE>

<TABLE>
<CAPTION>
     -----------------------------------------------------------------------------------------------------
      Tier       Fixed Charge Coverage                   Standby         Applicable           Applicable
                 Ratio                                   Letter of       Margin               Margin for
                                                         Credit Fee      for LIBOR            Base Rate
                                                                         Loans                Loans
     -----------------------------------------------------------------------------------------------------
                                                                         Revolver and         Revolver and
                                                                         Term Loan            Term Loan
     -----------------------------------------------------------------------------------------------------
      <S>                                                <C>            <C>                   <C>
      I          Greater than or equal to 2.0 to 1.0     205 bps        205 bps                0 bps
      II         Greater than or equal to 1.5 to
                  1.0 but less than 2.0 to 1.0           230 bps        230 bps               25 bps
      III        Greater than or equal to 1.2 to
                  1.0 but less than 1.5 to 1.0           265 bps        265 bps               50 bps
      IV         Greater than or equal to 1.0 to
                  1.0 but less than 1.2 to 1.0           300 bps        325 bps               100 bps
      V          Less than 1.0  to 1.0
                                                         300 bps        400 bps               150 bps
</TABLE>

Tiers IV and V set forth in the chart above shall only be applicable for the
period September 30, 2002 through the measurement of the Fixed Charge Covenant
ration as of December 31, 2003. Beginning with the calculation of Fixed Charge
Covenant to be performed with respect to the quarter ending March 31, 2004, any
result less than 1.2 to 1.0 shall be considered an Event of Default pursuant to
the terms of this Agreement.

The Applicable Margin shall be calculated on each Calculation Date based upon
the preceding table and the financial statements delivered by the Borrowers
pursuant to Section 8.1(b) and the certificate delivered by the Borrowers
pursuant to Section 8.1(j) (which may be delivered by telecopy); provided, that
if the Borrowers fail to deliver to the Administrative Agent such financial
statements or certificate on or before the relevant Calculation Date, the
Applicable Margin shall be four hundred (400) basis points until the date such
statements and certificate are received by the Lender, after which the
Applicable Margin shall be determined as otherwise provided herein.

     "Asset Disposition" means the disposition of any or all of the Property of
a Borrower or any of its Subsidiaries, whether by sale, lease, transfer,
assignment, condemnation or otherwise, but excluding (a) sales of inventory in
the ordinary course of business, (b) the grant of a Lien as security, (c) any
involuntary disposition resulting from casualty damage to Property, and (d)
dispositions of equipment if and to the extent that the equipment disposed of
is, concurrently therewith, exchanged or replaced by equipment of equal or
greater value.

     "Assignee" means as specified in Section 13.8(b).

     "Assigning Lender" means as specified in Section 13.8(b).

AMENDED AND RESTATED CREDIT AGREEMENT - Page 4

<PAGE>

     "Assignment and Acceptance" means an assignment and acceptance entered into
by a Lender and its Assignee and accepted by the Administrative Agent pursuant
to Section 13.8(e), in substantially the form of Exhibit A hereto.

     "Available Cash Flow" means, for any period, the sum of (i) EBITDA plus
rent expense less (ii) the sum of (a) cash taxes paid, (b) cash capital
expenditures, (c) dividend distributions, and (d) any earn-out payments.

     "Bankruptcy Code" means as specified in Section 11.1(e).

     "Base Rate" means, at any time, the greater of (a) the rate of interest per
annum then most recently announced or established by the Reference Bank at its
principal office in Charlotte, North Carolina as its commercial prime or base
rate then in effect, or (b) the Federal Funds Rate then in effect plus one-half
of one percent (0.50%). The Base Rate may not necessarily be the lowest rate of
interest charged by the Reference Bank to its commercial borrowers. Each change
in any interest rate provided for herein based upon the prime or base rate or
the Federal Funds Rate resulting from a change in the prime or base rate or the
Federal Funds Rate, respectively, shall take effect without notice to the
Borrowers at the time of such change in the prime or base rate or the Federal
Funds Rate, respectively.

     "Base Rate Loans" means Loans that bear interest at rates based upon the
Base Rate.

     "Basle Accord" means the proposals for risk-based capital framework
described by the Basle Committee on Banking Regulations and Supervisory
Practices in its paper entitled "International Convergence of Capital
Measurement and Capital Standards" dated July 1988, as amended, supplemented and
otherwise modified and in effect from time to time, or any replacement thereof.

     "Board of Directors" means the board of directors of a Borrower.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of a Borrower to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification.

     "Borrowers" means as specified in the initial paragraph of this Agreement.

     "Borrowing Base" means, at any date of determination, an amount equal to
the sum of (a) 85% of Eligible Receivables plus (b) 50% of Eligible Unbilled
Receivables; provided, however, that Revolving Loans outstanding against
Eligible Unbilled Receivables shall at no time exceed $3,500,000, less (c) the
outstanding balance owed under the Term Loans (currently $6,750,000), less (d)
Letter of Credit Liabilities (which currently total $1,813,248), less (e) any
interest rate derivative exposure then outstanding (which currently total
$500,000), less (f) any direct foreign exchange hedge exposure then outstanding,
it being understood that that such percentages are subject to the results of the
Field Examinations performed by the Lender from time to time.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 5

<PAGE>

     "Borrowing Base Report" means a report in substantially the form of Exhibit
B attached hereto and completed and certified by a Responsible Officer of the
Borrowers certifying as to the Borrowing Base.

     "Business Day" means (a) any day other than a Saturday, Sunday or other day
on which commercial banks are authorized or required by law to close in North
Carolina, and (b) with respect to all borrowings, payments, Conversions,
Continuations, Interest Periods and notices in connection with LIBOR Loans, any
day which is a Business Day described in clause (a) above and which is also a
day on which dealings in Dollar deposits are carried out in the London interbank
market.

     "Calculation Date" means the date occurring each quarter during the term of
this Agreement which is 15 days after the date on which quarterly financial
statements of the Company and its Subsidiaries are required by Section 8.1(b) to
be delivered to the Lender (or, if such day is not a Business Day, the next
succeeding Business Day).

     "Capital Expenditures" means, as to the Company and its Consolidated
Subsidiaries, amounts paid or Debt incurred by such Persons in connection with
the purchase or lease by such Persons of Property that would be required to be
capitalized and shown on the balance sheet of such Person or Persons in
accordance with GAAP.

     "Capital Lease Obligations" means, as to the Company and its Consolidated
Subsidiaries, the obligations of such Persons to pay rent or other amounts under
a lease of (or other agreement conveying the right to use) real and/or personal
Property, which obligations are classified as a capital lease on a balance sheet
of such Persons under GAAP. For purposes of this Agreement, the amount of such
Capital Lease Obligations shall be the capitalized amount thereof, determined in
accordance with GAAP.

     "Capital Stock" means corporate stock and any and all securities, shares,
partnership interests, limited partnership interests, limited liability company
interests, membership interests, equity interests, participations, rights or
other equivalents (however designated) of corporate stock or any of the
foregoing issued by any entity (whether a corporation, a partnership, a limited
liability company or another entity) and includes, without limitation,
securities convertible into Capital Stock and rights or options to acquire
Capital Stock.

     "Change in Control" means the existence or occurrence of any of the
following: (a) any Capital Stock of any Subsidiary of the Company is owned by
any Person other than the Company or any Wholly-Owned Subsidiary of the Company,
(b) any Person or two or more Persons (other than the Permitted Holders) acting
as a group (as defined in Section 13d-3 of the Exchange Act) shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Exchange Act) of 20% or more of the outstanding
shares of Voting Stock of the Company; (c) individuals who, as of the Closing
Date, constitute the Board of Directors of the Company (the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board of Directors
of the Company; provided, however, that any individual becoming a director of
the Company subsequent to the Closing Date whose election, or nomination for
election by the Company's shareholders was approved by a vote of at least a
majority of the directors then

AMENDED AND RESTATED CREDIT AGREEMENT - Page 6

<PAGE>

comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or contest by or on behalf of a Person other than the
Board of Directors of the Company; (d) the consummation of any transaction the
result of which is that any Person or group beneficially owns more of the Voting
Stock of the Company than is beneficially owned, in the aggregate, by the
Permitted Holders or (e) Terrapin Partners shall cease to own at least 4,984,540
shares (which constitutes 87% of the shares currently held by J.F. Lehman
Partners & Company, Inc.) of Voting Stock of the Company.

     "Closing Date" means January 15, 2003, the date of this Agreement.

     "Code" means the Internal Revenue Code of 1986, as amended, and the
regulations promulgated and rulings issued thereunder.

     "Collateral" means all Property of any Person of any nature whatsoever upon
which a Lien is created or purported to be created by any Loan Document as
security for the Obligations or any portion thereof.

     "Commitments" means, as to any Lender and subject to all conditions
precedent to the making of Advances hereunder, such Lender's Revolving Loans
Commitment and such Lender's Term Loans Facility Share; provided, that the Term
Loans Facility does not and shall not constitute a committed facility and shall
be subject to all of the conditions precedent to Advances set forth in this
Agreement, including, without limitation, Section 6.3 hereof.

     "Company" means OAO Technology Solutions, Inc., a Delaware corporation.

     "Consolidated Fixed Charges" means, as to the Company and its Consolidated
Subsidiaries and for any period, the sum of (a) Consolidated Interest Expense of
such Persons paid or payable in cash during such period, plus (b) all scheduled
payments (as such scheduled payments are reduced by application of any
prepayments) of principal with respect to the Loans and other outstanding Debt
during such period, plus (c) rent expense.

     "Consolidated Interest Expense" means, as to the Company and its
Consolidated Subsidiaries and for any period, all interest on Debt of such
Persons paid or payable in cash during such period, including the interest
portion of payments under Capital Lease Obligations.

     "Consolidated Net Income" means, as to the Company and its Consolidated
Subsidiaries and for any period, the net income (or loss) of such Persons for
such period, determined on a consolidated basis in accordance with GAAP.

     "Consolidated Subsidiary" means, with respect to any Person, any Subsidiary
the financial attributes of which are or would be consolidated with those of
such Person in the consolidated financial statements of such Person in
accordance with GAAP.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 7

<PAGE>

     "Continue", "Continuation" and "Continued" shall refer to the continuation
of a LIBOR Loan as a LIBOR Loan of the same Type from one Interest Period to the
next Interest Period.

     "Contract Rate" means as specified in Section 13.12(a).

     "Convert", "Conversion" and "Converted" shall refer to a conversion
pursuant to Article 4 of one Type of Loan into the other Type of Loan.

     "Current Date" means (a) a date occurring no more than 30 days prior to the
Closing Date or other relevant date as may be specified herein (as applicable)
or (b) such earlier date which is acceptable to the Administrative Agent.

     "Debt" means as to any Person at any time (without duplication): (a) all
indebtedness, liabilities and obligations of such Person for borrowed money; (b)
all indebtedness, liabilities and obligations of such Person evidenced by bonds,
notes, debentures or other similar instruments; (c) all indebtedness,
liabilities and obligations of such Person to pay the deferred purchase price of
Property or services, except trade accounts payable of such Person arising in
the ordinary course of business that are not past due by more than 90 days (and
which are not subject to a dispute as to payment); (d) all Capital Lease
Obligations of such Person; (e) all Debt of others Guaranteed by such Person;
(f) all indebtedness, liabilities and obligations secured by a Lien existing on
Property owned by such Person, whether or not the indebtedness, liabilities or
obligations secured thereby have been assumed by such Person or are non-recourse
to such Person; (g) all reimbursement obligations of such Person (whether
contingent or otherwise) in respect of letters of credit, bankers' acceptances,
surety or other bonds and similar instruments; (h) all indebtedness, liabilities
and obligations of such Person to redeem or retire shares of Capital Stock of
such Person; (i) all indebtedness, liabilities and obligations of such Person
under Interest Rate Protection Agreements; and (j) all indebtedness, liabilities
and obligations of such Person in respect of unfunded vested benefits under any
pension plans.

     "Default" means an Event of Default or the occurrence of an event or
condition which with notice or lapse of time or both would become an Event of
Default.

     "Default Rate" means, in respect of any principal of any Loan at all times
during which any Default has occurred and is continuing or in respect of any
other amount payable by the Borrowers under this Agreement or any other Loan
Document which is not paid when due (whether at stated maturity, by acceleration
or otherwise), a rate per annum during the period of such Default or during the
period commencing on the due date of such other amount until such other amount
is paid in full equal to the lesser of (a) the sum of three percent (3.00%) plus
the Base Rate as in effect from time to time plus the Applicable Margin for Base
Rate Loans or (b) the Maximum Rate; provided, however, that if such amount in
default is principal of a LIBOR Loan and the due date is a day other than the
last day of an Interest Period therefor, the "Default Rate" for such principal
shall be, for the period from and including the due date and to but excluding
the last day of the Interest Period therefor, the lesser of (A) the rate per
annum equal to the sum of three and one-quarter percent (3.25%) plus the
interest rate for such LIBOR Loan for such Interest Period as provided in
clause (ii) of

AMENDED AND RESTATED CREDIT AGREEMENT - Page 8

<PAGE>

Section 2.4(a) hereof or (B) the Maximum Rate and, thereafter, the rate provided
for above in this definition.

     "Dollars" and "$" mean lawful money of the U.S.

     "EBITDA" means, as to the Company and its Consolidated Subsidiaries (and
all approved acquisitions) and for any period, without duplication, the sum of
the following for such Persons for such period determined on a consolidated
basis in accordance with GAAP: (a) net income, plus (b) interest expense, plus
(c) income taxes (or less income tax credit), plus (d) depreciation and
amortization. Such additions or subtractions from net income shall only be made
to the extent such items have been deducted or added, respectively, in
determining net income.

     "Eligible Assignee" means (a) any Affiliate of a Lender, (b) any commercial
bank, savings and loan association, savings bank, finance company, insurance
company, pension fund, mutual fund or other financial institution (whether a
corporation, partnership, limited liability company or other entity) which has
been approved by the Administrative Agent as a Lender under this Agreement or
(c) any other entity approved by the Administrative Agent which is (or which is
managed by a manager which manages funds which are) primarily engaged in making,
purchasing or otherwise investing in commercial loans or extending, or investing
in extensions of, credit for its own account in the ordinary course of its
business; provided, however, that (i) Eligible Assignee shall not include any
Affiliate of the Borrowers and (ii) that no Person shall be an Eligible Assignee
without the prior consent of the Borrowers, which consent shall not be
unreasonably withheld.

     "Eligible Receivables" means, at any date of determination, each Receivable
of a Borrower created in the ordinary course of business which satisfies each of
the following requirements or conditions: (a) such Receivable complies with all
applicable laws, including, without limitation, usury laws, the Federal Truth in
Lending Act and Regulation Z of the Board of Governors of the Federal Reserve
System; (b) such Receivable, at the date of issuance of its invoice, was payable
not more than 90 days after the original date of issuance of the invoice
therefor; (c) such Receivable has not been outstanding for more than 90 days
past the date upon which the invoice is payable; (d) such Receivable was created
in connection with the sale of goods or the performance of services by a
Borrower in the ordinary course of business and such services have been
completed and accepted by the account debtors; (e) such Receivable represents a
legal, valid and binding payment obligation of the account debtor enforceable in
accordance with its terms and arising from an enforceable contract, the
performance of which contract, insofar as it relates to such Receivable, has
been completed by a Borrower; (f) a Borrower has good and indefeasible title to
such Receivable and the Administrative Agent holds a perfected first priority
Lien on such Receivable pursuant to the Loan Documents; (g) such Receivable does
not arise out of a contract with, or an order from, an account debtor that, by
its terms (other than terms which are invalid under applicable law), prohibits
or makes void or unenforceable the grant of a security interest to the
Administrative Agent in and to such Receivable; (h) the amount of such
Receivable included in Eligible Receivables is not subject to any setoff,
counterclaim, defense, dispute, recoupment or adjustment other than normal
discounts for prompt payment; (h) the account debtor with respect to such
Receivable is not insolvent or the subject of any bankruptcy or insolvency
proceeding and has not made an assignment for the benefit of creditors,
suspended normal business operations, dissolved, liquidated, terminated its
existence, ceased to pay

AMENDED AND RESTATED CREDIT AGREEMENT - Page 9

<PAGE>

[ ]its debts as they become due or suffered a receiver or trustee to be
appointed for any of its assets or affairs; (i) such Receivable is not evidenced
by chattel paper or instruments unless the Lien on such chattel paper or
instrument is a perfected first priority Lien on such chattel paper or
instrument in favor of the Administrative Agent pursuant to the Loan Documents;
(j) such Receivable is not owed by an affiliate of a Borrower (other than OAO
Corporation); (k) such Receivable is payable in Dollars by the account debtor;
(l) the account debtor with respect to such Receivable is not domiciled in or
organized under the laws of any country other than the United States of America
or Canada, unless such Receivable is fully secured by a letter of credit issued
or confirmed by a bank acceptable to the Administrative Agent and which has
capital and surplus exceeding $100,000,000 and such letter of credit contains
terms and conditions reasonably acceptable to the Administrative Agent; (m) such
Receivable is not owed by an account debtor as to which more than 50% of the
aggregate balances then outstanding on Receivables owed by such account debtor
thereon and/or its Affiliates to a Borrower are more than 90 days past due from
the date upon which such invoice was issued; and (n) the account debtor with
respect to such Receivable is not located in New Jersey, Minnesota, West
Virginia or any other state denying creditors access to its courts in the
absence of a notice of business activities report or other similar filing,
unless a Borrower has either qualified as a foreign corporation authorized to
transact business in such state or has filed a notice of business activities
report or similar appropriate filing with the applicable state agency for the
then current year.

The amount of the Eligible Receivables owed by an account debtor to a Borrower
shall be net of, and shall be reduced by (if and to the extent not already so
reduced by virtue of the preceding clauses of this definition), the amount of
all contra accounts, reserves, credits, rebates and (subject to the proviso
below) other indebtedness or obligations owed by a Borrower to such account
debtor; provided, however, that the existence of any such other indebtedness or
obligations owed by a Borrower to such account debtor shall not, in and of
itself, reduce the amount of Eligible Receivables owed by such account debtor by
the amount of such other indebtedness or obligations (for purposes of this
sentence or clause (i) preceding of this definition) except to the extent that
such other indebtedness or obligations are then due.

     "Eligible Unbilled Receivables" means, at any date of determination, each
Receivable of a Borrower that has not yet been billed to the account debtor but
which will be billed in accordance with a Borrower's standard billing procedures
within 30 days of the date of determination and which Receivable, when billed,
shall constitute an Eligible Receivable.

"Environmental Law" means any federal, state, provincial, local or foreign law,
statute, code or ordinance, principle of common law, rule or regulation, as well
as any Permit, order, decree, judgment or injunction issued, promulgated,
approved or entered thereunder, relating to pollution or the protection, cleanup
or restoration of the environment or natural resources, or to the public health
or safety, or otherwise governing the generation, use, handling, collection,
treatment, storage, transportation, recovery, recycling, discharge or disposal
of Hazardous Materials, including, without limitation as to U.S. laws, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C.Sections.9601 et seq., the Superfund Amendment and Reauthorization Act of
1986, 99-499, 100 Stat. 1613, the Resource Conservation and Recovery Act of
1976, 42 U. S. C.Sections.6901 et seq., the Occupational Safety and Health Act,
29 U S.C.Sections.651 et seq., the Clean Air Act, 42

AMENDED AND RESTATED CREDIT AGREEMENT - Page 10

<PAGE>

U.S.C.Sections.7401 et seq., the Clean Water Act, 33 U. S. C.Sections.1251 et
seq., the Emergency Planning and [ ]Community Right to Know Act, 42
U.S.C.Sections.11001 et seq., the Federal Insecticide, Fungicide and Rodenticide
Act, 7 U.S.C.ss.136 et seq., and the Toxic Substances Control Act, 15
U.S.C.Sections.2601 et seq., and any state or local counterparts.

     "Environmental Liabilities" means, as to any Person, all liabilities,
obligations, responsibilities, Remedial Actions, losses, damages, punitive
damages, consequential damages, treble damages, costs and expenses (including,
without limitation, all reasonable fees, disbursements and expenses of counsel,
expert and consulting fees and costs of investigation and feasibility studies),
fines, penalties, sanctions and interest incurred as a result of any claim or
demand, by any Person, whether based in contract, tort, implied or express
warranty, strict liability or criminal, penal or civil statute, including,
without limitation, any Environmental Law, Permit, order or agreement with any
Governmental Authority or other Person, arising from environmental, health or
safety conditions or the Release or threatened Release of a Hazardous Material
into the environment.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations and published interpretations
thereunder.

     "ERISA Affiliate" means any corporation or trade or business which is a
member of a group of entities, organizations or employers of which a Loan Party
is also a member and which is treated as a single employer within the meaning of
Sections 414(b), (c), (m) or (o) of the Code.

     "Equity Issuance" means any issuance by the Company of any Capital Stock of
the Company.

     "LIBOR Loans" means Loans that bear interest at rates based upon the LIBOR
Rate or the Adjusted LIBOR Rate.

     "Event of Default" has the meaning specified in Section 11.1.

     "Excess Proceeds Amount" means as specified in Section 2.7(a).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended (or
any successor act), and the rules and regulations thereunder (or respective
successors thereto).

     "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest one-sixteenth of one percent (1/16 of 1%))
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day, provided that (a) if the day for
which such rate is to be determined is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day and (b) if such
rate is not so published on such next succeeding Business Day, the Federal Funds
Rate for any day shall be the average rate which would be charged to the
Reference Bank on such day on such transactions as determined by the
Administrative Agent.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 11

<PAGE>

     [ ] "Funded Debt" means, at any particular time, the aggregate amount of
all Debt of the Company and its Subsidiaries, determined on a consolidated basis
in accordance with GAAP, consisting of (i) Debt for borrowed money (including,
without limitation, the Loans and any Subordinated Debt whether or not such
Subordinated Debt constitutes debt in accordance with GAAP), (ii) Debt
consisting of Capital Lease Obligations; and (iii) all Debt bearing interest.

     "GAAP" means generally accepted accounting principles, applied on a
consistent basis, as set forth in Opinions of the Accounting Principles Board of
the American Institute of Certified Public Accountants and/or in statements of
the Financial Accounting Standards Board and/or their respective successors and
which are applicable in the circumstances as of the date in question. Accounting
principles are applied on a "consistent basis" when the accounting principles
applied in a current period are comparable in all material respects to those
accounting principles applied in a preceding period.

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

     "Governmental Requirement" means any law, statute, code, ordinance, order,
rule, regulation, judgment, decree, injunction, franchise, Permit, certificate,
License, authorization or other directive or requirement of any federal, state,
county, municipal, parish, provincial or other Governmental Authority or any
department, commission, board, court, agency or any other instrumentality of any
of them.

     "Guarantee" by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly guaranteeing any Debt or other obligation of
any other Person and, without limiting the generality of the foregoing, any
indebtedness, liability or obligation, direct or indirect, contingent or
otherwise, of such Person (a) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Debt or other obligation (whether arising by
virtue of partnership arrangements, by agreement to keep-well, to purchase
assets, goods, securities or services, to take-or-pay or to maintain financial
statement conditions or otherwise) or (b) entered into for the purpose of
assuring in any other manner the obligee of such Debt or other indebtedness,
liability or obligation as to the payment thereof or to protect the obligee
against loss in respect thereof (in whole or in part), provided that the term
Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business. The term "Guarantee" used as a verb has a
corresponding meaning. The amount of any Guarantee shall be deemed to be an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Guarantee is made or, if not stated or determinable, the
maximum anticipated liability in respect thereof (assuming such Person is
required to perform thereunder).

     "Guarantors" means each Subsidiary of a Borrower at any time existing and
each other Person which has executed a Guaranty, and "Guarantor" means any of
such Persons.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 12

<PAGE>

     "Guaranty" means a guaranty agreement guaranteeing payment and performance
of the Obligations in form and substance satisfactory to the Administrative
Agent executed by a Guarantor in favor of the Administrative Agent and the
Lenders, and any and all amendments, modifications, supplements, renewals,
extensions or restatements thereof.

     "Hazardous Material" means any substance, product, liquid, waste,
pollutant, chemical, contaminant, insecticide, pesticide, gaseous or solid
matter, organic or inorganic matter, fuel, micro-organisms, ray, odor,
radiation, energy, vector, plasma, constituent or material which (a) is or
becomes listed, regulated or addressed under any Environmental Law or (b) is, or
is deemed to be, alone or in any combination, hazardous, hazardous waste, toxic,
a pollutant, a deleterious substance, a contaminant or a source of pollution or
contamination under any Environmental Law, including, without limitation,
asbestos, petroleum, underground storage tanks (whether empty or containing any
substance) and polychlorinated biphenyls.

     "Initial Funding Date" means the date of the funding of the initial Loan
made under the Original Credit Agreement.

     "Insurance Recovery" means, with respect to any Property of a Borrower or
any of its Subsidiaries and any single occurrence or related occurrences with
respect thereto, the receipt or constructive receipt by such Loan Party, or the
payment by an insurance company to the Administrative Agent, of proceeds of any
such Property or casualty insurance.

     "Intellectual Property" means any U.S. or foreign patents, patent
applications, trademarks, trade names, service marks, brand names, logos and
other trade designations (including unregistered names and marks), trademark and
service mark registrations and applications, copyrights and copyright
registrations and applications, inventions, invention disclosures, protected
formulae, formulations, processes, methods, trade secrets, computer software,
computer programs and source codes, manufacturing research and similar technical
information, engineering know-how, customer and supplier information, assembly
and test data drawings or royalty rights.

     "Interest Period" means, as to any LIBOR Rate Loan, the period commencing
on the Funding Date of such Loan or on the Conversion/Continuation Date on which
the Loan is converted into or continued as a LIBOR Rate Loan, and ending on the
date one month thereafter; provided that:

               (i) if any Interest Period would otherwise end on a day that is
not a Business Day, that Interest Period shall be extended to the following
Business Day unless the result of such extension would be to carry such Interest
Period into another calendar month, in which event such Interest Period shall
end on the preceding Business Day;

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

AMENDED AND RESTATED CREDIT AGREEMENT - Page 13

<PAGE>

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

     [ ]
     "Interest Rate Protection Agreements" means, with respect to the Borrowers,
an interest rate swap, cap or collar agreement or similar arrangement between a
Borrower and one or more Lenders providing for the transfer or mitigation of
interest rate risks either generally or under specified contingencies.

     "Investments" means as specified in Section 9.5.

     "Issuing Bank" means Bank of America, N.A. in its capacity as the issuer of
a Letter of Credit.

     "Lender" and "Lenders" means as specified in the initial paragraph of this
Agreement.

     "Letter of Credit" means any standby letter of credit issued by the Issuing
Bank for the account of a Borrower pursuant to this Agreement.

     "Letter of Credit Agreement" means, with respect to each Letter of Credit
to be issued by the Issuing Bank, the letter of credit application and
reimbursement agreement that such Issuing Bank requires to be executed by the
Borrowers in connection with the issuance of such Letter of Credit.

     "Letter of Credit Liabilities" means, at any time, the aggregate undrawn
face amount of all outstanding Letters of Credit and all unreimbursed drawings
under Letters of Credit.

     "LIBOR Interest Payment Date" means, with respect to a LIBOR Rate Loan, the
next Business Day following the last day of each calendar month and the last day
of each Interest Period applicable to such Loan.

     "LIBOR Rate" means, for any Interest Period, with respect to LIBOR Rate
Loans, the rate of interest per annum determined pursuant to the following
formula:

          LIBOR Rate  =                     Offshore Base Rate
                            ----------------------------------------------------
                            1.00     -      Reserve Percentage

          Where,

                    "Offshore Base Rate" means the rate per annum 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 Business Days prior to the first day of such
          Interest Period for a one (1) month term. Telerate Page 3750 means the
          British Bankers Association Libor Rates (determined as of 11:00 a.m.
          London time) that are published by Dow Jones Telerate, Inc. If for any
          reason such rate is not available, the Offshore Base Rate shall be,
          for any Interest Period, the rate per annum appearing on Reuters
          Screen LIBO Page as the London

AMENDED AND RESTATED CREDIT AGREEMENT - Page 14

<PAGE>

          interbank offered rate for deposits in Dollars at approximately 11:00
          a.m. (London time) two Business Days prior to the first day of such
          Interest Period for ~a one (1) month term; provided, however, if more
          than one rate is specified on Reuters Screen LIBO Page, the applicable
          rate shall be the arithmetic mean of all such rates. If for any reason
          none of the foregoing rates is available, the Offshore Base Rate shall
          be, for any Interest Period, the rate per annum determined by Agent as
          the rate of interest at which dollar deposits in the approximate
          amount of the LIBOR Rate Loan comprising part of such Borrowing would
          be offered by the Agent's London Branch to major banks in the offshore
          dollar market at their request at or about 11:00 a.m. (London time)
          two Business Days prior to the first day of such Interest Period for a
          one (1) month term; and

                    "Reserve Percentage" means, for any day during any Interest
          Period, the total of the maximum reserve percentages for determining
          the reserves to be maintained by member banks of the Federal Reserve
          System for Eurocurrency Liabilities, as defined in Federal Reserve
          Board Regulation D, rounded upward to the next 1/100th of 1%. The
          percentage will be expressed as a decimal and will include, but not be
          limited to, marginal, emergency, supplemental, special and other
          reserve percentages.

     "LIBOR Rate Loans" means, collectively, the LIBOR Revolving Loans and the
LIBOR Term Loans.

     "LIBOR Revolving Loans" means a Revolving Loan during any period in which
it bears interest based on the LIBOR Rate.

     "LIBOR Term Loans" means any portion of a Term Loan during any period in
which such portion bears interest based on the LIBOR Rate.

     "Lien" means, with respect to any Property, any mortgage or deed of trust,
pledge, hypothecation, assignment, deposit arrangement, security interest, tax
lien, financing statement, pledge, charge, hypothecation or other lien, charge,
easement (other than any easement not materially impairing usefulness),
encumbrance, preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever on or with respect to such Property
(including, without limitation, any conditional sale or other title retention
agreement having substantially the same economic effect as any of the
foregoing).

     "Loan Documents" means this Agreement, the Notes, the Letter of Credit
Agreement, the Security Documents and all other agreements, documents,
instruments and certificates now or hereafter executed and/or delivered pursuant
to or in connection with any of the foregoing, and any and all amendments,
modifications, supplements, renewals, extensions or restatements thereof.

     "Loan Party" means the Borrowers, any Guarantor or any Person who grants a
Lien on any Property to secure the payment or performance of the Obligations or
any portion thereof, and "Loan Parties" means all of such Persons.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 15

<PAGE>

     "Loans" the Term Loans and the Revolving Loans, and "Loan" means any of
such loans.

     "Material Adverse Effect" means any event, development or circumstance that
has had or could reasonably be expected to have a material adverse effect on (a)
the business, assets, financial condition, results of operations or prospects of
the Company and its Subsidiaries taken as a whole, (b) the business, assets,
financial condition, results of operations or prospects of any Borrower
individually, (c) the validity or enforceability of any of the Loan Documents or
the rights and remedies of the Administrative Agent and/or the Lenders
thereunder, (d) the ability of any Loan Party to pay and perform its
indebtedness, liabilities and/or obligations under any of the Loan Documents, or
(e) the value of Collateral available to the Administrative Agent and the
Lenders after giving effect to Liens in favor of other Persons.

     "Material Contracts" means, as to any Loan Party, any supply, purchase,
service, employment, tax, indemnity, shareholder or other agreement or contract
for which the aggregate amount or value of services performed or to be performed
for or by, or funds or other Property transferred or to be transferred to or by,
any Loan Party to such agreement or contract, or by which any Loan Party or any
of its Properties is otherwise bound, during any fiscal year of the Loan Party
exceeds $8,000,000 (or the equivalent amount in any currency) and any and all
amendments, modifications, supplements, renewals or restatements thereof.

     "Maximum Rate" means, with respect to any Lender, the maximum non-usurious
interest rate or an amount computed in reference to such rate (as applicable),
if any, that any time or from time to time may be contracted for, taken,
reserved, charged or received with respect to the particular Obligations as to
which such rate is to be determined, payable to such Lender pursuant to this
Agreement or any other Loan Document, under laws applicable to such Lender which
are presently in effect or, to the extent allowed by law, under such applicable
laws which may hereafter be in effect and which allow a higher maximum
non-usurious interest rate than applicable laws now allow. The Maximum Rate
shall be calculated in a manner that takes into account any and all fees,
payments and other charges in respect of the Loan Documents that constitute
interest under applicable law. Each change in any interest rate provided for
herein based upon the Maximum Rate resulting from a change in the Maximum Rate
shall take effect without notice to the Borrowers at the time of such change in
the Maximum Rate.

     "Monthly Date" means the last day of each month of each year.

     "Mortgage" means a mortgage, deed of trust or other appropriate agreement,
document or instrument evidencing or creating a Lien on real Property (and any
related personal Property) as security for the Obligations or any portion
thereof in form and substance satisfactory to the Administrative Agent executed
by any Loan Party in favor of the Administrative Agent for the benefit of the
Administrative Agent and the Lenders, and any and all amendments, modifications,
supplements, renewals, extensions or restatements thereof.

     "Mortgaged Properties" means Properties in which a Lien has been granted or
purported to be granted pursuant to a Mortgage.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 16

<PAGE>

     [ ]"Multiemployer Plan" means a multiemployer plan defined as such in
Section 3(37) of ERISA to which contributions have been made by or are required
from a Borrower or any ERISA Affiliate since 1974 and which is covered by Title
IV of ERISA.

     "Net Proceeds" means, with respect to any Asset Disposition, (a) the gross
amount of cash received by a Borrower or any of its Subsidiaries from such Asset
Disposition, minus (b) the amount, if any, of all taxes paid or payable by a
Borrower or any of its Subsidiaries directly resulting from such Asset
Disposition (including the amount, if any, estimated by a Borrower in good faith
at the time of such Asset Disposition for taxes payable by a Borrower or any of
its Subsidiaries on or measured by net income or gain resulting from such Asset
Disposition), minus (c) the reasonable out-of-pocket costs and expenses incurred
by a Borrower or such Subsidiary in connection with such Asset Disposition
(including reasonable brokerage fees paid to a Person other than an Affiliate of
a Borrower) excluding any fees or expenses paid to an Affiliate of a Borrower,
minus (d) amounts applied to the repayment of indebtedness (other than the
Obligations) secured by any Permitted Lien (if any) on the Property subject to
the Asset Disposition. "Net Proceeds" with respect to any Asset Disposition
shall also include proceeds (after deducting any amounts specified in clauses
(b), (c) and (d) of the preceding sentence) of insurance with respect to any
actual or constructive loss of Property, an agreed or compromised loss of
Property or the taking of any Property under the power of eminent domain and
condemnation awards and awards in lieu of condemnation for the taking of
Property under the power of eminent domain.

     "Net Proceeds" means, with respect to any Equity Issuance, (i) the gross
amount of cash or cash equivalents plus the gross value of all other
consideration received from such Equity Issuance, exclusive of the proceeds of
sales of Capital Stock of the Company to employees or directors of the Company
or its Subsidiaries in connection with the provision of compensation or benefits
to such employees or directors for their activities as such, minus (ii) the
out-of-pocket costs and expenses incurred by the Company in connection with such
Equity Issuance (including any underwriting fees paid to a Person) excluding any
fees or expenses paid to an Affiliate of the Company which are in excess of
those that would be paid or payable in connection with an arms' length
transaction with a Person who is not an Affiliate of the Company.

     "Net Worth" means, at any particular time and without duplication, all
amounts which, in conformity with GAAP, would be included as stockholders'
equity on a consolidated balance sheet of the Company and its Consolidated
Subsidiaries.

     "Notes" means the Promissory Notes in the form of Exhibit C-1 and C-2
hereto made by Borrowers evidencing the Loans and any and all amendments,
modifications, supplements, renewals, extensions or restatements thereof and all
substitutions therefor (including promissory notes issued by the Borrowers
pursuant to Section 13.8), and "Note" means any of such promissory notes.

     "Notice of Borrowing" means as specified in Section 2.9.

     "Obligations" means any and all (a) indebtedness, liabilities and
obligations of the Borrowers or any other Loan Party to the Administrative Agent
and the Lenders, or any of them, evidenced by

AMENDED AND RESTATED CREDIT AGREEMENT - Page 17

<PAGE>

and/or arising pursuant to any of the Loan Documents (including, without
limitation, this [ ]Agreement, the Letter of Credit Agreement and the Notes),
now existing or hereafter arising, whether direct, indirect, related, unrelated,
fixed, contingent, liquidated, unliquidated, joint, several or joint and
several, including, without limitation, (i) the obligations of the Borrowers or
any other Loan Party to repay the Loans, to pay the Reimbursement Obligations,
to pay interest on the Loans (including, without limitation, interest accruing
after any, if any, bankruptcy, insolvency, reorganization or other similar
filing) and to pay all fees, indemnities, costs and expenses (including
attorneys' fees) provided for in the Loan Documents; (ii) the indebtedness
constituting the Loans and such interest, fees, indemnities, and reasonable
costs and expenses, and (b) indebtedness, liabilities and obligations of the
Borrowers or any other Loan Party under any and all Interest Rate Protection
Agreements that it may enter into with any Lender with the written consent of
the Administrative Agent and the Required Lenders; and (iii) the indebtedness
owed under any Swap Contract or any document, instrument or agreement between
the Borrowers and the Administrative Agent and the Lenders, or any of them, now
existing or entered into in the future, relating to an interest rate swap
transaction, forward rate transaction, interest rate cap, floor or collar
transaction, any similar transaction, any option to enter into any of the
foregoing, and any combination of the foregoing, which agreement may be oral or
in writing, including, without limitation, any master agreement relating to or
governing any or all of the foregoing and any related schedule or confirmation,
each as amended from time to time.

     "Payor" means as specified in Section 3.4.

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

     "Pension Plan" means an employee pension benefit plan as defined in Section
3(2) of ERISA (including a Multiemployer Plan) which is subject to the funding
requirements under Section 302 of ERISA or Section 412 of the Code, in whole or
in part, and which is maintained or contributed to currently or at any time
within the six years immediately preceding the Closing Date or, in the case of a
Multiemployer Plan, at any time since September 2, 1974, by any Borrower or any
ERISA Affiliate for employees of any Borrower or any ERISA Affiliate.

     "Permit" means any permit, certificate, approval, order, License,
right-of-way (whether an easement, contract or agreement in any form) or other
authorization.

     "Permitted Holders" means (a) the Persons identified on Schedule 1.1(a)
hereto and (b) any spouse, parent, sibling, child or grandchild of any of the
aforesaid individuals (in each case, whether such relationship arises from
birth, adoption or through marriage) or any trust established for the benefit of
any such individuals or any spouse, parent, sibling, child or grandchild of any
such individuals (in each case whether such relationship arises from birth,
adoption or through marriage).

     "Permitted Liens" mean:

          (a)  Liens disclosed on Schedule 1.1(b) hereto;

AMENDED AND RESTATED CREDIT AGREEMENT - Page 18

<PAGE>

          [ ](b) Liens securing the Obligations in favor of the Administrative
     Agent (for the benefit of the Administrative Agent and the Lenders)
     pursuant to the Loan Documents;

          (c)  Encumbrances consisting of easements, rights-of-way, zoning
     restrictions or other restrictions on the use of real Property or
     imperfections to title that do not (individually or in the aggregate)
     materially affect the value of the Property encumbered thereby or
     materially impair the ability of a Borrower or any of its Subsidiaries to
     use such Property in its businesses, and none of which is violated in any
     material respect by existing or proposed structures or land use;

          (d)  Liens for taxes, assessments or other governmental charges that
     are not delinquent or which are being contested in good faith by
     appropriate proceedings, which proceedings have the effect of preventing
     the forfeiture or sale of the Property subject to such Liens, and for which
     adequate reserves have been established;

          (e)  Liens of mechanics, materialmen, warehousemen, carriers,
     landlords or other similar statutory Liens securing obligations that are
     not yet due and are incurred in the ordinary course of business or which
     are being contested in good faith by appropriate proceedings, which
     proceedings have the effect of preventing the forfeiture or sale of the
     Property subject to such Liens, and for which adequate reserves have been
     established;

          (f)  Liens resulting from good faith deposits to secure payment of
     worker's compensation or other social security programs or to secure the
     performance of tenders, statutory obligations, surety and appeal bonds,
     bids, contracts (other than for payment of Debt) or leases, all in the
     ordinary course of business;

          (g)  Purchase-money Liens on any Property acquired after the Closing
     Date or the assumption after the Closing Date of any Lien on Property
     existing at the time of such acquisition (and not created in contemplation
     of such acquisition), or a Lien incurred after the Closing Date in
     connection with any conditional sale or other title retention agreement or
     Capital Lease Obligation; provided that:

               (i)  any Property subject to the foregoing is acquired by a
          Borrower or any of its Subsidiaries in the ordinary course of its
          respective business and the Lien on the Property attaches concurrently
          or within 90 days after the acquisition thereof;

               (ii) the Debt secured by any Lien so created, assumed or existing
          shall not exceed the lesser of the cost or fair market value at the
          time of acquisition of the Property covered thereby (inclusive of the
          cost of engineering, furnishing and installation services directly
          relating to such Property) and shall not be less than 75% of the
          amortized value of the Property acquired with the proceeds of such
          Debt;

               (iii) each such Lien shall attach only to the Property so
          acquired and the proceeds thereof;

AMENDED AND RESTATED CREDIT AGREEMENT - Page 19

<PAGE>

               [ ](iv) the Debt incurred in connection with such Liens does not
          exceed $1,000,000 in any fiscal year; and

          (h)  Any extension, renewal or replacement of any of the foregoing
     Permitted Liens, provided that Liens permitted under this clause (h) shall
     not be extended or spread to cover any additional indebtedness or Property;

provided, however, that (A) none of the Permitted Liens (except those in favor
of the Administrative Agent) may attach or relate to the Capital Stock of or any
other ownership interest in a Borrower or any of its Subsidiaries and (B) except
for the Liens disclosed on Schedule 1.1(b) which are expressly identified as
constituting purchase money Liens, none of the Permitted Liens referred to in
clause (a) preceding may have a priority equal or prior to the Liens in favor of
the Administrative Agent as security for the Obligations.

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

     "Plan" means any employee benefit plan as defined in Section 3(3) of ERISA
established or maintained or contributed to by any Loan Party or any ERISA
Affiliate, including any Pension Plan.

     "Principal Office" means the principal office of the Administrative Agent
in Charlotte, North Carolina.

     "Prohibited Transaction" means any transaction set forth in Section 406 of
ERISA or Section 4975 of the Code.

     "Property" means property and assets of all kinds, whether real, personal
or mixed, tangible or intangible (including, without limitation, all rights
relating thereto), whether owned or acquired on or after the Closing Date.

     "Quarterly Date" means the last day of each March, June, September and
December of each year.

     "Receivables" means, as at any date of determination thereof, each and
every "account" as such term is defined in the UCC and includes, without
limitation, the unpaid portion of the obligation, as stated on the respective
invoice, or, if there is no invoice, other writing, of a customer of a Borrower
or any of its Subsidiaries in respect of services rendered by a Borrower or any
of its Subsidiaries.

     "Reference Bank" means Bank of America, N.A.

     "Register" means as specified in Section 13.8(d).

     "Registered Note" means as specified in Section 2.2(b).

AMENDED AND RESTATED CREDIT AGREEMENT - Page 20

<PAGE>

     [ ]"Registered Note Register" means as specified in Section 13.8(h).

     "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.

     "Regulatory Change" means, with respect to any Lender, any change after the
Closing Date in any U.S. federal or state or foreign laws or regulations
(including Regulation D) or the adoption or making after such date of any
interpretations, directives or requests applying to a class of lenders including
such Lender of or under any U.S. federal or state or foreign laws or regulations
(whether or not having the force of law) by any Governmental Authority charged
with the interpretation or administration thereof.

     "Reimbursement Obligation" means the obligation of the Borrowers to
reimburse the Issuing Bank for any drawing under a Letter of Credit.

     "Release" means, as to any Person, any release, spill, emission, leaking,
pumping, injection, deposit, discharge, disposal, dispersement, leaching or
migration of Hazardous Materials into the indoor or outdoor environment or into
or out of Property owned by such Person, including, without limitation, the
movement of Hazardous Materials through or in the air, soil, surface water or
ground water.

     "Remedial Action" means all actions required to (a) cleanup, remove,
respond to, treat or otherwise address Hazardous Materials in the indoor or
outdoor environment, (b) prevent the Release or threat of Release or minimize
the further Release of Hazardous Materials so that they do not migrate or
endanger or threaten to endanger public health or welfare or the indoor or
outdoor environment, (c) perform studies and investigations on the extent and
nature of any actual or suspected contamination, the remedy or remedies to be
used or health effects or risks of such contamination, or (d) perform
post-remedial monitoring, care or remedy of a contaminated site.

     "Reportable Event" means any of the events set forth in Section 4043(b) of
ERISA other than any such event for which the 30-day notice requirement has been
waived in regulations issued by the PBGC.

     "Required Lenders" means, at any date of determination, Lenders holding at
least two-thirds (in Dollar amount) of the sum of (a) the aggregate outstanding
principal amount of the Loans, plus (b) the aggregate amount of the outstanding
Commitments.

     "Required Payment" means as specified in Section 3.4.

     "Required Term Loans Lenders" means, at any date of determination, Term
Loans Lenders holding at least two-thirds (in Dollar amount) of the sum of (a)
the aggregate outstanding principal amount of the Term Loans, plus (b) the
aggregate amount of the outstanding Term Loans Facility Shares.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 21

<PAGE>

     [ ]"Reserve Requirement" means, for any LIBOR Loan of any Lender for any
Interest Period therefor, the maximum rate at which reserves (including any
marginal, supplemental or emergency reserves) are required to be maintained
during such Interest Period under any regulations of the Board of Governors of
the Federal Reserve System (or any successor) by such Lender for deposits
exceeding $1,000,000 against "Eurocurrency Liabilities" as such term is used in
Regulation D. Without limiting the effect of the foregoing, the Reserve
Requirement shall reflect any other reserves required to be maintained by such
Lenders by reason of any Regulatory Change against (a) any category of
liabilities which includes deposits by reference to which the LIBOR Rate or the
Adjusted LIBOR Rate is to be determined or (b) any category of extensions of
credit or other assets which include LIBOR Loans.

     "Responsible Officer" means, as to any Loan Party, the chief executive
officer, the president, any vice president, the chief financial officer, the
chief operating officer or the treasurer of such Person.

     "Restricted Payment" means (a) any dividend or other distribution (whether
in cash, Property or obligations), direct or indirect, on account of (or the
setting apart of money for a sinking or other analogous fund for) any shares of
any class of Capital Stock of a Borrower or any of its Subsidiaries now or
hereafter outstanding, except a dividend payable solely in shares of that class
of stock to the holders of that class; (b) any redemption, conversion, exchange,
retirement, sinking fund or similar payment, purchase or other acquisition for
value, direct or indirect, of any shares of any class of Capital Stock of a
Borrower or any of its Subsidiaries now or hereafter outstanding; (c) any
payment or prepayment of principal of, premium, if any, or interest on, or any
redemption, conversion, exchange, purchase, retirement or defeasance of, or
payment with respect to, any subordinated debt (including, without limitation,
Subordinated Debt); (d) any loan, advance or payment to any officer, director or
shareholder of a Borrower or any of its Subsidiaries (other than a shareholder
consisting of a Borrower or a Wholly-Owned Subsidiary of a Borrower), exclusive
of reasonable compensation paid to officers or directors paid in the ordinary
course of business and exclusive of payments made for goods sold or services
rendered which comply with Section 9.7; and (e) any payment made to retire, or
to obtain the surrender of, any outstanding warrants, options or other rights to
acquire shares of any class of Capital Stock of a Borrower or any of its
Subsidiaries now or hereafter outstanding.

     "Revolving Loans" means as specified in Section 2.1(a).

     "Revolving Loans Commitment" means, as to any Lender, the obligation of
such Lender to make or continue Revolving Loans hereunder in an aggregate
principal amount up to but not exceeding the amount set forth opposite the name
of such Lender on the signature pages hereto under the heading "Revolving Loans
Commitment" or, if such Lender is a party to an Assignment and Acceptance, the
amount of the "Revolving Loans Commitment" set forth in the most recent
Assignment and Acceptance of such Lender, as the same may be reduced or
terminated pursuant to Section 2.13 or 11.2, and "Revolving Loans Commitments"
means such obligations of all Lenders. As of the Closing Date, the aggregate
principal amount of the Revolving Loans Commitments is $15,000,000.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 22

<PAGE>

     [ ]"Revolving Loans Commitment Termination Date" means the Revolving Loans
Maturity Date or such earlier date on which the Revolving Loans Commitment shall
terminate as provided herein.

     "Revolving Loans Lenders" means the Lenders who hold Revolving Loans or who
have Revolving Loans Commitments.

     "Revolving Loans Maturity Date" means September 30, 2003.

     "Security Agreements" means security agreements, pledge agreements,
securities pledge agreements and other agreements, documents or instruments
evidencing or creating a Lien as security for the Obligations or any portion
thereof in form and substance satisfactory to the Administrative Agent executed
by any Loan Party, in favor of the Administrative Agent for the benefit of the
Administrative Agent and the Lenders, and any such agreement, document or
instrument subsequently executed in accordance or connection with this Agreement
or any other Loan Document, and any and all amendments, modifications,
supplements, renewals, extensions or restatements thereof.

     "Security Documents" means the Security Agreements and the Mortgages, as
they may be amended, modified, supplemented, renewed, extended or restated from
time to time, and any and all other agreements, deeds of trust, mortgages,
chattel mortgages, security agreements, pledges, guaranties, assignments of
proceeds, assignments of income, assignments of contract rights, assignments of
partnership interests, assignments of royalty interests, assignments of
performance or other collateral assignments, subordination agreements,
undertakings and other agreements, documents, instruments and financing
statements now or hereafter executed and/or delivered by any Person in
connection with or as security or assurance for the payment or performance of
the Obligations or any part thereof.

     "Solvent" means, with respect to any Person as of the date of any
determination, that on such date (a) the fair value of the Property of such
Person (both at fair valuation and at present fair saleable value) is greater
than the total liabilities, including, without limitation, contingent
liabilities, of such Person, (b) the present fair saleable value of the assets
of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured, (c) such Person is able to realize upon its assets and pay its debts
and other liabilities, contingent obligations and other commitments as they
mature in the normal course of business, (d) such Person does not intend to, and
does not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature, and (e) such Person is not
engaged in business or a transaction, and is not about to engage in business or
a transaction, for which such Person's Property would constitute unreasonably
small capital after giving due consideration to current and anticipated future
capital requirements and current and anticipated future business conduct and the
prevailing practice in the industry in which such Person is engaged. In
computing the amount of contingent liabilities at any time, such liabilities
shall be computed at the amount which, in light of the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 23

<PAGE>

[ ]  "Stated Termination Date" means the later of (a) the Revolving Loans
Maturity Date or (b) the date upon which the final installment of principal is
due under the Term Loans.

     "Swap Contract" means " any document, instrument or agreement between
Debtor and Secured Party or any affiliate of Secured Party, now existing or
entered into in the future, relating to an interest rate swap transaction,
forward rate transaction, interest rate cap, floor or collar transaction, any
similar transaction, any option to enter into any of the foregoing, and any
combination of the foregoing, which agreement may be oral or in writing,
including, without limitation, any master agreement relating to or governing any
or all of the foregoing and any related schedule or confirmation, each as
amended from time to time.

     "Subordinated Debt" means, unsecured Debt the payment of which is
structurally or contractually subordinated to the payment of the Loans on terms
satisfactory to the Administrative Agent and the Required Lenders and as to
which the payment of principal of (and premium, if any) and interest and other
payment obligations in respect of such Debt shall be subordinate to the prior
payment in full of the Obligations to at least the following extent: (a) no
payments of principal of (or premium, if any) or interest on or otherwise due in
respect of such Debt may be permitted for so long as any Default in the payment
of principal (or premium, if any) or interest on the Obligations exists; and (b)
such Debt may not (i) provide for payments of principal of such Debt at the
stated maturity thereof or by way of a sinking fund applicable thereto or by way
of any mandatory redemption, defeasance, retirement or repurchase thereof
(including any redemption, retirement or repurchase which is contingent upon
events of circumstances but excluding any retirement required by virtue of
acceleration of such Debt upon any event of default thereunder), in each case
prior to six months after the final stated maturity of the Loans or (ii) permit
redemption or other retirement (including pursuant to an offer to purchase made
by any obligor thereon) of such other Debt at the option of the holder thereof
prior to the final stated maturity of the Loans, other than a redemption or
other retirement at the option of the holder of such Debt (including pursuant to
an offer to purchase made by any obligor thereon) which is conditioned upon a
change of control of any obligor pursuant to provisions set forth in the
instruments evidencing such Debt.

     "Subordinated Debt Documents" means any and all agreements, documents and
instruments now or hereafter evidencing or governing any Subordinated Debt.

     "Subsidiary" means, with respect to any Person, any corporation or other
entity of which at least a majority of the outstanding shares of stock or other
ownership interests having by the terms thereof ordinary voting power to elect a
majority of the board of directors (or Persons performing similar functions) of
such corporation or entity (irrespective of whether or not at the time, in the
case of a corporation, stock of any other class or classes of such corporation
shall have or might have voting power by reason of the happening of any
contingency) is at the time directly or indirectly owned or controlled by such
Person or one or more of its Subsidiaries or by such Person and one or more of
its Subsidiaries .

     "Term Loans" means as specified in Section 2.1(b).

AMENDED AND RESTATED CREDIT AGREEMENT - Page 24

<PAGE>

     [ ]"Term Loans Amortization Commencement Date" means (i) with respect to
each Term Loan made on or prior to May 31, 2000, June 1, 2000, (ii) with respect
to each Term Loan made after May 31, 2000 and on or prior to May 31, 2001, June
1, 2001, and (iii) with respect to each Term Loan made after May 31, 2001 and on
or prior to May 31, 2002 (in the event that the Term Loans Facility Termination
Date is extended past May 31, 2001 in accordance with this Agreement), June 1,
2002.

     "Term Loans Amortization Period Applicable Margin" means, with respect to
each Term Loan, the Applicable Margin.

     "Term Loans Facility Share" means, in the aggregate, no more than Nine
Million Dollars ($9,000,000), and, as to any Lender, the pro rata share of such
Lender in Term Loans made or continued hereunder in an aggregate principal
amount up to but not exceeding the amount, if any, set forth opposite the name
of such Lender on the signature pages hereto under the heading "Term Loans
Facility Share" or, if such Lender is a party to an Assignment and Acceptance,
the amount of the "Term Loans Facility Share" set forth in the most recent
Assignment and Acceptance of such Lender, as the same may be reduced or
terminated pursuant to Section 2.13 or 11.2, and "Term Loans Facility Shares"
means such obligations of all Lenders; provided, however, that the Term Loans
Facility Shares shall automatically be reduced to zero on the Term Loans
Facility Termination Date.

     "Term Loans Facility Termination Date" means May 31, 2002.

     "Term Loans Lenders" means the Lenders who hold Term Loans or who have Term
Loans Facility Shares.

     "Term Loans Maturity Date" means September 30, 2006.

     "Type" means any type of variable rate Loan (i.e., a Base Rate Loan or
LIBOR Loan).

     "UCC" means the Uniform Commercial Code as in effect in the Commonwealth of
Virginia and/or any other jurisdiction, the laws of which may be applicable to
or in connection with the creation, perfection or priority of any Lien on any
Property created pursuant to any Security Document.

     "U.S." means the United States of America.

     "U.S. Person" means a citizen or resident of the U.S., a corporation,
partnership, limited liability company or other entity created or organized in
or under any laws of the U.S. or any estate or trust that is subject to U.S.
Federal income taxation regardless of the source of its income.

     "U.S. Taxes" means any present or future tax, assessment or other charge or
levy imposed by or on behalf of the U.S. or any taxing authority thereof.

     "Voting Stock" of any Person means Capital Stock of such Person which
ordinarily has voting power for the election of directors, managers or general
partners (or persons performing

AMENDED AND RESTATED CREDIT AGREEMENT - Page 25

<PAGE>

[ ]similar functions) of such Person, whether at all times or only for so long
as no senior class of securities has such voting power by reason of any
contingency.

     "Wholly-Owned Subsidiary" means, with respect to any Person, a Subsidiary
of such Person all of whose outstanding Capital Stock (other than directors'
qualifying shares, if any) shall at the time be owned by such Person and/or one
or more of its Wholly-Owned Subsidiaries .

     Section 1.2     Other Definitional Provisions. All definitions contained in
this Agreement are equally applicable to the singular and plural forms of the
terms defined. The words "hereof", "herein" and "hereunder" and words of similar
import referring to this Agreement refer to this Agreement as a whole and not to
any particular provision of this Agreement. The term "continuing",
"continuation" or "continuance" means, in reference to any Default or Event of
Default that has occurred, that such Default or Event of Default has not been
either cured to the reasonable satisfaction of the Administrative Agent within
the applicable grace period (if any) specified in this Agreement or the other
Loan Documents (as applicable) or waived in writing by the requisite Lenders in
accordance with Section 13.11. Unless otherwise specified, all Article and
Section references pertain to this Agreement. Terms used herein that are defined
in the UCC, unless otherwise defined herein, shall have the meanings specified
in the UCC. All references in this Agreement to any agreement shall be deemed to
mean and refer to such agreement as it may be amended, modified or supplemented
from time to time if (but only if) such amendment, modification or supplement
has been approved by the Administrative Agent and the Required Lenders, is
expressly referred to in such reference or is otherwise expressly permitted by
the terms of this Agreement.

     Section 1.3    Accounting Terms and Determinations.

     (a)  All accounting terms not specifically defined herein shall be
construed in accordance with GAAP (subject to year end adjustments, if
applicable) consistent with such accounting principles applied in the
preparation of the audited financial statements referred to in Section 7.2(a).
All financial information delivered to the Administrative Agent pursuant to
Section 8.1 shall be prepared in accordance with GAAP (subject to year end
adjustments, if applicable) applied on a basis consistent with such accounting
principles applied in the preparation of the audited financial statements of the
applicable Person referred to in Section 7.2 or in accordance with Section 8.7.

     (b)  The Borrower shall deliver to the Administrative Agent and the
Lenders, at the same time as the delivery of any annual, quarterly or monthly
financial statement under Section 8.1, (i) a description, in reasonable detail,
of any material variation between the application of GAAP 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 last sentence of
subsection (a) preceding and (ii) reasonable estimates of the difference between
such statements arising as a consequence thereof.

     (c)  To enable the ready and consistent determination of compliance with
the covenants set forth in this Agreement, the Company will not change the last
day of its fiscal year from

AMENDED AND RESTATED CREDIT AGREEMENT - Page 26

<PAGE>

[ ]December 31 or the last days of the first three fiscal quarters of the
Company in each of its fiscal years from March 31, June 30 and September 30,
respectively.

     (d)  Unless otherwise expressly provided herein to the contrary, all
references herein to the Closing Date shall be deemed to mean and refer to the
Closing Date after giving effect to all transactions which occur on or before
such date.

     Section 1.4    Financial Covenants and Reporting. All financial statements
and reports required to be delivered pursuant to this Agreement and the other
Loan Documents, and all financial covenants contained in this Agreement and the
various financial ratios referred to in the definitions terms and conditions of
this Agreement, shall be prepared or determined (as applicable) in accordance
with GAAP (except as may be expressly provided to the contrary herein) and, if
and to the extent that such statements, reports or covenants are to be prepared
or determined on a consolidated basis, shall be prepared or determined on a
consolidated basis for the Company and its Consolidated Subsidiaries except as
may be expressly provided to the contrary herein.

                                    ARTICLE 2

                                      Loans

     Section 2.1    Revolving Loans; Term Loans.

     (a)  Revolving Loans. Subject to the terms and conditions of this Agreement
(including, without limitation, Section 2.1(c), Section 2.13(a), Section 6.1 and
Section 6.2), each Revolving Loans Lender severally agrees to make one or more
loans to the Borrowers from time to time from and including the Closing Date to
but excluding the Revolving Loans Commitment Termination Date up to but not
exceeding the amount of such Lender's Revolving Loans Commitment as then in
effect minus such Lender's pro rata share of any Letter of Credit Liabilities
then outstanding, any interest rate derivative exposure then outstanding, and
any foreign exchange exposure then outstanding. (Such loans referred to in this
Section 2.1(a) now or hereafter made by the Revolving Loans Lenders to the
Borrowers, including, without limitation, such Loans that remain outstanding
after the Revolving Loans Commitment Termination Date, are hereinafter
collectively called the "Revolving Loans."). As of December 1, 2002, outstanding
Letter of Credit Liabilities total $1,813,248; outstanding interest rate
derivative exposure totals $500,000 and outstanding direct foreign exchange
hedge exposure totals $0.00. Subject to the foregoing limitations and the other
terms and conditions of this Agreement, the Borrowers may borrow, repay and
reborrow the Revolving Loans at any time prior to (but not on or after) the
Revolving Loans Commitment Termination Date.

     (b)  Term Loans. Subject to the terms and conditions of this Agreement, the
Term Loans Lender has made loans to the Borrowers totaling Nine Million Dollars
($9,000,000) (the "Term Loans".) The Borrowers may not re-borrow the Term Loans
that have been repaid.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 27

<PAGE>

     (c)  Borrowing Base. The Borrowers shall be entitled to borrow Revolving
Loans up to the lesser of the Revolving Loans Commitment, subject to the various
reserves set forth in Section [ ]2.1(a), or the amount of the Borrowing Base,
subject to the various reserves and restrictions included in such definition.
The Borrowing Base shall be determined in good faith by the Administrative Agent
monthly concurrently with the delivery of the Borrowing Base Report to be
delivered in accordance with Section 8.1(k). In addition, the Borrowing Base may
be re-determined at any time and from time to time by the Administrative Agent
in good faith upon the occurrence and during the continuation of a Default.

     (d)  Continuation of Loans. Subject to the terms and conditions of this
Agreement, the Borrowers may Continue LIBOR Loans.

     (e)  Lending Offices. Loans of each Type made by each Lender shall be made
and maintained at such Lender's Applicable Lending Office for Loans of such
Type.

     Section 2.2    Notes.

     (a)  The Revolving Loans made by each Lender shall be evidenced by that
certain Amended and Restated Revolving Note dated August 29, 2001.

     (b)  The Term Loans made by each Term Loans Lender shall be evidenced by
that certain Term Note dated August 29, 2001.

     (c)  Registered Notes. Any Lender that is not a U.S. Person and that could
become completely exempt from withholding of U.S. Taxes in respect of payment of
any Obligations due to such Lender hereunder relating to any of its Term Loans
or Revolving Loans if such Loans were in registered form for U.S. Federal income
tax purposes may request the Borrowers (through the Administrative Agent), and
the Borrowers agree thereupon, to exchange such Lender's Note evidencing its
Term Loans or Revolving Loans for a promissory note registered as provided in
Section 12.8(h) hereof (a "Registered Note"). Registered Notes may not be
exchanged for Notes that are not in registered form.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 28

<PAGE>

     [ ]Section 2.3 Repayment of Loans.

     (a)  Repayment of Revolving Loans. The Borrowers shall pay to the
Administrative Agent, for the account of each Revolving Loans Lender, all
outstanding principal of the Revolving Loans (and all outstanding principal of
the Revolving Loans shall be due and payable) on the Revolving Loans Maturity
Date.

     (b)  Repayment of Term Loans. The Borrowers shall pay to the Administrative
Agent, for the account of each Term Loans Lender, the principal of each of the
Term Loans outstanding at any time on or after the Term Loans Amortization
Commencement Date for such Term Loan (and the principal of each of the Term
Loans outstanding at any time on or after the Term Loans Amortization
Commencement Date for such Term Loan shall be due and payable) in sixty (60)
monthly installments, commencing on the first Monthly Date after the Closing
Date, and continuing on each Monthly Date thereafter through and including the
Term Loans Maturity Date for such Term Loan, each of which installments shall be
in an amount equal to 1.667% of the principal amount of such Term Loan on the
Closing Date. In addition, the Borrowers shall pay to the Administrative Agent
for the account of each Term Loans Lender all outstanding principal of the Term
Loans (and all outstanding principal of the Term Loans shall be due and payable)
on the Term Loans Maturity Date for such Term Loan.

     Section 2.4    Interest.

     (a)  Revolving Loans Interest Rate. The Borrowers shall pay to the
Administrative Agent for the account of each Lender interest on the unpaid
principal amount of each Revolving Loan made by such Lender (or deemed made by
such Lender with respect to a Revolving Loan assigned to such Lender after the
making of such Revolving Loan) to the Borrowers for the period commencing on the
date of such Revolving Loan to, but excluding, the date such Revolving Loan
shall be paid in full, at the following rates per annum:

          (i)  during the periods such Revolving Loan is a Base Rate Loan, the
     lesser of (A) the Base Rate plus the Applicable Margin or (B) the Maximum
     Rate; and

          (ii) during the periods such Revolving Loan is a LIBOR Loan, the
     lesser of (A) the Adjusted LIBOR Rate plus the Applicable Margin or (B) the
     Maximum Rate;

     (b) Term Loans Interest Rate. The Borrowers shall pay to the Administrative
Agent for the account of each Lender interest on the unpaid principal amount of
each Term Loan made by such Lender (or deemed made by such Lender with respect
to a Term Loan assigned to such Lender after the making of such Term Loan) to
the Borrowers, at the following rates per annum:

          (i)  during the periods such Term Loan is a Base Rate Loan, the lesser
     of (A) the Base Rate plus the Applicable Margin or (B) the Maximum Rate;
     and

AMENDED AND RESTATED CREDIT AGREEMENT - Page 29

<PAGE>

          [ ](ii) during the periods such Term Loan is a LIBOR Loan, the lesser
     of (A) the Adjusted LIBOR Rate plus the Applicable Margin or (B) the
     Maximum Rate;

          (iii) on and after the Term Loans Amortization Commencement Date for
     such Term Loan, during the periods such Term Loan is a Base Rate Loan, the
     lesser of (A) the Base Rate plus the Term Loans Amortization Period
     Applicable Margin or (B) the Maximum Rate; and

          (iv) on and after the Term Loans Amortization Commencement Date for
     such Term Loan, during the periods such Term Loan is a LIBOR Loan, the
     lesser of (A) the Adjusted LIBOR Rate plus the Term Loans Amortization
     Period Applicable Margin or (B) the Maximum Rate.

     (c)  Payment Dates. Accrued interest on the Loans shall be due and payable
as follows:

          (i)  in the case of Base Rate Loans and each LIBOR Loan, on each
     Monthly Date;

          (ii) upon the payment or prepayment (whether mandatory or optional) of
     any such Loan or the Conversion of any such Loan to a Loan of the other
     Type (but only on the principal amount so paid, prepaid or Converted); and

          (iii) with respect to each Term Loan, on the Term Loans Maturity Date
     for such Term Loan and, with respect to the Revolving Loans, on the
     Revolving Loans Maturity Date.

     (d)  Default Interest. Notwithstanding the foregoing, the Borrowers shall
pay to the Administrative Agent for the account of each Lender interest at the
applicable Default Rate (i) at all times during which any Default has occurred
and is continuing, on any principal of any Loan outstanding, and (ii) to the
fullest extent permitted by law, any other amount payable by the Borrowers under
this Agreement or any other Loan Document to or for the account of such Lender
which is not paid in full when due (whether at stated maturity, by acceleration
or otherwise) for the period from and including the due date thereof to but
excluding the date the same is paid in full. Interest payable at the Default
Rate shall be payable from time to time on demand by the Administrative Agent.

     Section 2.5    Borrowing Procedure. The Borrowers shall give the
Administrative Agent notice of each borrowing hereunder in accordance with
Section 2.9. Not later than 1:00 p.m. (Eastern Standard time) on the date
specified for each borrowing hereunder, each Lender will make available the
amount of the Loan to be made by it on such date to the Administrative Agent, at
its McLean, Virginia office, in immediately available funds, for the account of
the Borrowers. The amount of each borrowing hereunder so received by the
Administrative Agent shall, subject to the terms and conditions of this
Agreement, be made available, for and on behalf of the Borrowers, in immediately
available funds by no later than 1:00 p.m. (Eastern Standard time).

AMENDED AND RESTATED CREDIT AGREEMENT - Page 30

<PAGE>

     [ ]Section 2.6 Optional Prepayments of Loans. The Borrowers shall have the
right from time to time to prepay the Loans in whole or in part; provided that:
(a) the Borrowers shall give the Administrative Agent notice of each such
prepayment and (b) optional prepayments of the Loans shall be applied first to
the principal of the Term Loans in the inverse order of maturities of the then
remaining installments of such Term Loans (until such Loans are paid in full)
and then to the principal of the Revolving Loans. Except for prepayments of the
Revolving Loans which may be re-borrowed in accordance with this Agreement, no
amounts prepaid pursuant to this Section 2.6 may be re-borrowed.

     Section 2.7    Mandatory Prepayments.

     (a)  Asset Dispositions, etc. The Borrowers shall, within two Business Days
after it receives any Net Proceeds of any Asset Disposition (other than an Asset
Disposition in which the purchaser is one of the Borrowers or a Wholly-Owned
Subsidiary thereof), proceeds of any Insurance Recovery or proceeds of
condemnation awards aggregating in excess of $500,000 during any period of 12
consecutive months or less (the amount of such Net Proceeds or proceeds
exceeding $500,000 received during any such period are herein called the "Excess
Proceeds Amount"), pay to the Administrative Agent, as a prepayment of the
Loans, an aggregate amount equal to the Excess Proceeds Amount; provided, that
no such prepayment will be required if and to the extent that the Excess
Proceeds Amount is fully re-invested in productive assets used in the ordinary
course of a Borrower's or its Subsidiary's (as applicable) business within 90
days of the receipt of such Excess Proceeds Amount; provided, further, however,
that the Excess Proceeds Amount shall be deposited into a cash collateral
account held by the Administrative Agent pursuant to an agreement in form and
substance satisfactory to the Administrative Agent until such time as such
amount (exclusive of any interest accrued thereon) is either re-invested within
such 90 day period or applied to the Loans or other Obligations as provided in
this Section 2.7.

     (b)  Proceeds of Equity Issuance. The Borrowers shall, within five Business
Days after the Company receives proceeds after the date hereof from any Equity
Issuance, prepay the Loans in the amount of the Net Proceeds of such Equity
Issuance.

     (c)  Application of Mandatory Prepayments. All prepayments pursuant to
Section 2.7(a) or Section 2.7(c) shall be applied first to the principal of the
Term Loans in the inverse order of maturities of the then remaining installments
of such Term Loans (until such Loans are paid in full) and then to the principal
of the Revolving Loans. All prepayments pursuant to the first sentence of
Section 2.7(b) shall be applied first to the principal of the Revolving Loans
(until such Loans are paid in full) and then to the principal of the Term Loans
in the inverse order of maturities of the then remaining installments of such
Term Loans (until such Loans are paid in full). All prepayments pursuant to the
second sentence of Section 2.7(b) shall be applied to the principal of the
Revolving Loans and then to the remaining outstanding Obligations in such order
as the Administrative Agent may determine.

     Section 2.8    Minimum Amounts. Except for Conversions and prepayments
pursuant to Section 2.7 and Article 4, each borrowing, each Conversion and each
optional prepayment of

AMENDED AND RESTATED CREDIT AGREEMENT - Page 31

<PAGE>

[ ]principal of the Loans shall be in an amount at least equal to $250,000 or an
integral multiple of $100,000 in excess thereof (borrowings, prepayments or
Conversions of or into Loans of different Types or, in the case of LIBOR Loans,
having different Interest Periods at the same time hereunder shall be deemed
separate borrowings, prepayments and Conversions for purposes of the foregoing,
one for each Type or Interest Period).

     Section 2.9 Certain Notices. Notices by the Borrowers to the Administrative
Agent of terminations or reductions of Commitments, of borrowings, Conversions,
Continuations and prepayments of Loans and of the duration of Interest Periods
shall be irrevocable and shall be effective only if received by the
Administrative Agent not later than 12:00 p.m. (Eastern Standard time) on the
Business Day prior to the date of the relevant termination, reduction,
borrowing, Conversion, Continuation or prepayment or the first day of such
Interest Period specified below:

<TABLE>
<CAPTION>
                                                                                Number of
                             Notice                                        Business Days Prior
     ----------------------------------------------------------------------------------------------
     <S>                                                                                 <C>
     Borrowings or Repayments of Loans which are Base Rate Loans or                      1
      LIBOR Loans not having a designated Interest Period

     Borrowings or Repayments of Loans which are LIBOR Loans having a                    2
      designated Interest Period

     Prepayments of Loans                                                                2

     Terminations or Reductions of Commitments                                           5
</TABLE>

Each such notice of termination or reduction shall specify the amount of the
Commitments to be terminated or reduced. Each such notice of borrowing,
Conversion, Continuation or prepayment shall specify the Loans to be borrowed,
Converted, Continued or prepaid and the amount (subject to Section 2.8 hereof)
and Type of the Loans to be borrowed, Converted, Continued or prepaid (and, in
the case of a Conversion, the Type of Loans to result from such Conversion) and
the date of borrowing, Conversion, Continuation or prepayment (which shall be a
Business Day). Each such notice of termination, reduction, borrowing,
Conversion, Continuation or prepayment shall be in the form of Exhibit D hereto,
appropriately completed as applicable. Each notice of borrowing (a "Notice of
Borrowing") (a) shall certify that all proceeds of the requested Loans are,
concurrently with the making of such Loans, being used by the Borrowers for the
purpose specified in Section 2.10 and (b) shall be accompanied by such other
evidence as to use of the proceeds of such borrowing, as the Administrative
Agent may reasonably request from time to time. Each notice which includes
reference to the duration of an Interest Period shall specify the Loans to which
such Interest Period is to relate. The Administrative Agent shall promptly
notify the Lenders of the contents of each such notice. In the event the
Borrowers fail to select the Type of Loan, or the duration of any Interest
Period for any LIBOR Loan, within the time period and otherwise as provided in
this Section 2.9, such Loan (if outstanding as LIBOR Loan) will be automatically
Converted into a Base Rate Loan on the last day of preceding Interest Period for
such Loan or (if

AMENDED AND RESTATED CREDIT AGREEMENT - Page 32

<PAGE>

[ ]outstanding as a Base Rate Loan) will remain as, or (if not then outstanding)
will be made as, a Base Rate Loan. The Borrowers may not borrow any LIBOR Loans,
Convert any Loans into LIBOR Loans or Continue any Loans as LIBOR Loans if the
interest rate for such LIBOR Loans would exceed the Maximum Rate.

     Section 2.10   Use of Proceeds.

     (a)  The Borrowers agree that all proceeds of the Revolving Loans shall be
used (i) to provide working capital to the Borrowers, (ii) to finance current
assets, and (iii) for general corporate purposes.

     (b)  Margin Stock. None of the proceeds of any Loan may be used to acquire
any security in any transaction that is subject to Section 13 or 14 of the
Exchange Act or to purchase or carry any margin stock (within the meaning of
Regulations T, U or X of the Board of Governors of the Federal Reserve System).

     Section 2.11   Fees.

     (a)  Restructure/Waiver Fee. Subject to Section 13.12, the Borrowers shall
pay to the Administrative Agent upon execution of this Agreement, for the
account of each Lender, a restructuring fee of $75,000.00, which fee shall be
deemed earned upon its receipt by the Lender.

     (b)  Administration Fee. The Borrowers shall pay to the Administrative
Agent for the account of each Lender, an administration fee in the amount of
$7,500 per annum, which fee shall be payable on the Closing Date and each
anniversary thereof.

     (c)  Unused Line Fee. Subject to Section 13.12, and effective as of
September 30, 2002 the Borrowers shall pay to the Administrative Agent for the
account of each Revolving Loans Lender, a commitment fee on the daily average
unused or unfunded amount of each of such Lender's Revolving Loans Commitments,
after all reserves set forth in Section 2.1(a) are deducted, at the rate of the
Applicable Commitment Fee Rate per annum based on a 360 day year and the actual
number of days elapsed, which accrued commitment fees shall be payable in
arrears on each Quarterly Date and on the Revolving Loans Commitment Termination
Date.

     Section 2.12 Computations. Interest and fees payable by the Borrowers
hereunder and under the other Loan Documents on all Loans shall be computed on
the basis of a year of 360 days and the actual number of days elapsed (including
the first day but excluding the last day) occurring in the period for which
payable unless, in the case of interest, such calculation would result in a
usurious rate, in which case interest shall be calculated on the basis of a year
of 365 or 366 days, as the case may be.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 33

<PAGE>

     [ ]Section 2.13Termination or Reduction of Commitments.

     (a)  Notwithstanding anything to the contrary contained in this Agreement,
each of the Commitments shall automatically terminate upon the occurrence of any
Change in Control.

     (b)  The Borrowers shall have the right to terminate or reduce in part the
unused portion of the Term Loans Facility Shares and the Revolving Loans
Commitments at any time and from time to time prior to the Term Loans Facility
Termination Date and the Revolving Loans Commitment Termination Date,
respectively, the Borrowers shall give notice of each such termination or
reduction as provided in Section 2.9, and each partial reduction shall be in an
aggregate amount at least equal to $1,000,000 or an integral multiple of
$100,000 in excess thereof.

     (c)  The Commitments may not be reinstated after they have been terminated
or increased after they have been reduced.

     Section 2.14   Letters of Credit.

     (a)  Subject to the terms and conditions of this Agreement, the Borrowers
may utilize the Revolving Loans Commitment by requesting that the Issuing Bank
issue Letters of Credit; provided, that the aggregate amount of outstanding
Letter of Credit Liabilities shall not at any time exceed $2,000,000.

     (b)  The Issuing Bank irrevocably agrees to grant and hereby grants to each
Revolving Loans Lender and each Revolving Loans Lender irrevocably accepts and
purchases from the Issuing Bank, on the terms and conditions hereinafter stated,
for such Revolving Loans Lender's own account and risk, an undivided interest in
proportion to such Lender's Revolving Loans Commitment in the Issuing Bank's
obligations and rights under each Letter of Credit issued hereunder and the
amount of each draft paid by the Issuing Bank thereunder. Each Revolving Loans
Lender unconditionally and irrevocably agrees with the Issuing Bank that, if a
draft is paid under any Letter of Credit for which the Issuing Bank is not
reimbursed in full by the Borrowers in accordance with the terms of this
Agreement, such Revolving Loans Lender shall pay to the Issuing Bank (through
the Administrative Agent) upon demand, an amount equal to such Revolving Loans
Lender's participation in such draft, or any part thereof, which is not so
reimbursed.

     (c)  If any amount required to be paid by any Revolving Loans Lender to the
Issuing Bank pursuant to Section 2.14(b) in respect of any unreimbursed portion
of any payment made by the Issuing Bank under any Letter of Credit is paid to
the Issuing Bank within three Business Days after the date such payment is due,
such Revolving Loans Lender shall pay to the Issuing Bank (through the
Administrative Agent) on demand an amount equal to the product of (i) such
amount, times (ii) the daily average Federal Funds Rate, as quoted by the
Issuing Bank, during the period from and including the date such payment is
required to the date on which such payment is immediately available to the
Issuing Bank, times (iii) a fraction the numerator of which is the number of
days that elapse during such period and the denominator of which is 360. If any
such amount required to be paid by any Revolving Loans Lender pursuant to
Section 2.14(b) is not made available to the Issuing

AMENDED AND RESTATED CREDIT AGREEMENT - Page 34

<PAGE>

[ ]Bank by such Revolving Loans Lender within three Business Days after the date
such payment is due, the Issuing Bank shall be entitled to recover from such
Revolving Loans Lender, on demand, such amount with interest thereon calculated
from such due date at the rate per annum applicable to Base Rate Loans
hereunder. A certificate of the Issuing Bank submitted to any Revolving Loans
Lender (through the Administrative Agent) with respect to any amounts owing
under this Section 2.14(c) shall be conclusive in the absence of manifest error.

     (d)  Whenever, at any time after the Issuing Bank has made payment under
any Letter of Credit and has received from any Revolving Loans Lender its pro
rata share of such payment in accordance with Section 2.14(b), the Issuing Bank
receives any payment related to such Letter of Credit (whether directly from the
Borrowers or otherwise, including proceeds of collateral applied thereto by the
Issuing Bank), or any payment of interest on account thereof, the Issuing Bank
will distribute to the Administrative Agent (for the account of such Revolving
Loans Lender) such Revolving Loans Lender's pro rata share thereof; provided,
however, that in the event that any such payment received by the Issuing Bank
shall be required to be returned by the Issuing Bank, such Revolving Loans
Lender shall return to the Issuing Bank (through the Administrative Agent) the
portion thereof previously distributed by the Issuing Bank to it.

     (e)  The Borrowers shall give the Issuing Bank at least five Business Days
irrevocable prior notice (effective upon receipt) specifying the date of each
Letter of Credit and the nature of the transactions to be supported thereby.
Each Letter of Credit shall have an expiration date that does not exceed one
year from the date of issuance and that does not extend beyond the Revolving
Loans Maturity Date, shall be payable in Dollars, shall support a transaction
entered into in the ordinary course of a Borrower's or its Wholly-Owned
Subsidiary's business, shall be satisfactory in form and substance to the
Issuing Bank, and shall be issued pursuant to such agreements, documents and
instruments (including a Letter of Credit Agreement) as the Issuing Bank may
reasonably require, none of which shall be inconsistent with this Section 2.14.
Each Letter of Credit shall (i) provide for the payment of drafts presented for,
on or thereunder by the beneficiary in accordance with the terms thereof, when
such drafts are accompanied by the documents (if any) described in the Letter of
Credit and (ii) to the extent not inconsistent with the terms hereof or any
applicable Letter of Credit Agreement, be subject to the Uniform Customs and
Practice for Documentary Credits (1995 Revision), International Chamber of
Commerce Publication No. 500 (together with any subsequent revision thereof
approved by a Congress of the International Chamber of Commerce and adhered to
by the Issuing Bank, the "UCP"), and shall, as to matters not governed by the
UCP, be governed by, and construed and interpreted in accordance with, the laws
of the Commonwealth of Virginia.

     (f)  The Borrowers agree to pay to the Administrative Agent, concurrently
with the issuance of such Letter of Credit, a nonrefundable letter of credit fee
with respect to each Letter of Credit issued in a percentage amount equal to the
rate specified in the definition of "Applicable Margin" herein, which fee shall
be due of the date of issuance of the Letter of Credit. In addition to the
foregoing fees, the Borrowers shall pay or reimburse the Issuing Bank for such
normal and customary costs and expenses, including, without limitation,
administrative, issuance, amendment, payment and negotiation charges, as are
incurred or charged by the Issuing Bank in issuing, effecting payment under,
amending or otherwise administering any Letter of Credit.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 35

<PAGE>

[ ]

     (g)  Upon receipt from the beneficiary of any Letter of Credit of any
demand for payment or other drawing under such Letter of Credit, the Issuing
Bank shall promptly notify the Borrowers as to the amount to be paid as a result
of such demand or drawing and the respective payment date.

     (h)  The Borrowers shall be irrevocably and unconditionally obligated to
immediately reimburse the Issuing Bank for any amounts paid by the Issuing Bank
upon any drawing under any Letter of Credit, without presentment, demand,
protest or other formalities of any kind. Outstanding Reimbursement Obligations
shall bear interest at the Default Rate and such interest shall be payable on
demand.

     (i)  The Reimbursement Obligations of the Borrowers under this Agreement
and the other Loan Documents shall be absolute, unconditional and irrevocable,
and shall be performed strictly in accordance with the terms of this Agreement
and the other Loan Documents under all circumstances whatsoever, including,
without limitation, the following circumstances:

          (i)  Any lack of validity or enforceability of any Letter of Credit or
     any other Loan Document;

          (ii) Any amendment or waiver of or any consent to departure from any
     Loan Document;

          (iii) The existence of any claim, setoff, counterclaim, defense or
     other right which any Loan Party or other Person may have at any time
     against any beneficiary of any Letter of Credit, the Administrative Agent,
     the Issuing Bank or any other Person, whether in connection with this
     Agreement or any other Loan Document or any unrelated transaction;

          (iv) Any statement, draft or other document presented under any Letter
     of Credit proving to be forged, fraudulent, invalid or insufficient in any
     respect or any statement therein being untrue or inaccurate in any respect
     whatsoever;

          (v)  Payment by the Issuing Bank under any Letter of Credit against
     presentation of a draft or other document that does not comply with the
     terms of such Letter of Credit, provided, that such payment shall not have
     constituted gross negligence or willful misconduct of the Issuing Bank; and

          (vi) Any other circumstance whatsoever, whether or not similar to any
     of the foregoing, provided that such other circumstance or event shall not
     have been the result of the gross negligence or willful misconduct of the
     Issuing Bank.

     (j)  The  Borrowers assume all risks of the acts or omissions of any
beneficiary of any Letter of Credit with respect to its use of such Letter of
Credit. Neither the Administrative Agent, the Issuing Bank nor any of their
respective officers or directors shall have any responsibility or liability to
the Borrowers or any other Person for: (i) the failure of any draft to bear any
reference or

AMENDED AND RESTATED CREDIT AGREEMENT - Page 36

<PAGE>

[ ]adequate reference to any Letter of Credit, or the failure of any documents
to accompany any draft at negotiation, or the failure of any Person to surrender
or to take up any Letter of Credit or to send documents apart from drafts as
required by the terms of any Letter of Credit, or the failure of any Person to
note the amount of any instrument on any Letter of Credit, (ii) errors,
omissions, interruptions or delays in transmission or delivery of any messages,
(iii) the validity, sufficiency or genuineness of any draft or other document,
or any endorsement(s) thereon, even if any such draft, document or endorsement
should in fact prove to be in any and all respects invalid, insufficient,
fraudulent or forged or any statement therein is untrue or inaccurate in any
respect, (iv) the payment by the Issuing Bank to the beneficiary of any Letter
of Credit against presentation of any draft or other document that does not
comply with the terms of the Letter of Credit, or (v) any other circumstance
whatsoever in making or failing to make any payment under a Letter of Credit;
provided, however, that, notwithstanding the foregoing, the Borrowers shall have
a claim against the Issuing Bank, and the Issuing Bank shall be liable to the
Borrowers, to the extent of any direct, but not indirect or consequential,
damages suffered by the Borrowers which the Borrowers prove in a final
nonappealable judgment were caused by (A) the Issuing Bank's willful misconduct
or gross negligence in determining whether documents presented under any Letter
of Credit complied with the terms thereof or (B) the Issuing Bank's willful
failure to pay under any Letter of Credit after presentation to it of documents
strictly complying with the terms and conditions of such Letter of Credit. The
Issuing Bank may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary.

     Section 2.15   Joint and Several Obligations. The obligations of the
Borrowers in respect of the Loans and the Obligations are joint and several
obligations.

     Section 2.16   Foreign Exchange Trades and Interest Rate Hedges.

     (a)  Subject to the terms and conditions of this Agreement, the Borrowers
may utilize the Revolving Loans Commitment by requesting advances for foreign
exchange trades and interest rate hedges; provided, that the aggregate amount of
outstanding foreign exchange trades (for all Borrowers) shall not at any time
exceed $5,200,000 and the aggregate amount credit exposure associated with
interest rate hedges (for all Borrowers) shall not at any time exceed $500,000.

     (b)  The Borrowers assume all risks of the acts or omissions with respect
to its use of such credit facilities. Neither the Administrative Agent, the
Lender nor any of their respective officers or directors shall have any
responsibility or liability to the Borrowers or any other Person in such regard.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 37

<PAGE>

[ ]                                  ARTICLE 3

                                    Payments

     Section 3.1    Method of Payment. All payments of principal, interest, fees
and other amounts to be made by the Borrowers under this Agreement and the other
Loan Documents shall be made to the Administrative Agent at its McLean, Virginia
office for the account of each Lender's Applicable Lending Office in Dollars and
in immediately available funds, without setoff, deduction or counterclaim, not
later than 1:00 p.m. (Eastern Standard time) on the date on which such payment
shall become due (each such payment made after such time on such due date to be
deemed to have been made on the next succeeding Business Day). The Borrowers
shall, at the time of making each such payment, specify to the Administrative
Agent the sums payable by the Borrowers under this Agreement and the other Loan
Documents to which such payment is to be applied (and in the event that the
Borrowers fail to so specify, or if an Event of Default has occurred and is
continuing, the Administrative Agent may apply such payment to the Obligations
in such order and manner as the Administrative Agent may elect, subject to
Section 3.2). Upon the occurrence and during the continuation of an Event of
Default, all proceeds of any Collateral and all other funds of the Borrowers in
the possession of the Administrative Agent or any Lender, may be applied by the
Administrative Agent to the Obligations in such order and manner as the
Administrative Agent may elect, subject to Section 3.2. Each payment received by
the Administrative Agent under this Agreement or any other Loan Document for the
account of a Lender shall be paid promptly to such Lender, in immediately
available funds, for the account of such Lender's Applicable Lending Office.
Whenever any payment under this Agreement or any other Loan Document shall be
stated to be due on a day that is not a Business Day, such payment may be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of the payment of interest and commitment
fee, as the case may be.

     Section 3.2    Pro Rata Treatment. Except to the extent otherwise provided
in this Agreement: (a) each Loan shall be made by the Lenders under Section 2.1,
each payment of commitment fees under Section 2.11(a) shall be made for the
account of the Lenders, and each termination or reduction of the Commitments
under Section 2.13 shall be applied to the Commitments of the Lenders, pro rata
according to the respective unused Commitments; (b) the making, Conversion and
Continuation of Loans of a particular Type (other than Conversions provided for
by Section 4.4) shall be made pro rata among the Lenders holding Loans of such
Type according to the amounts of their respective Commitments; (c) each payment
and prepayment by the Borrowers of principal of or interest on Loans of a
particular Type shall be made to the Administrative Agent for the account of the
Lenders holding Loans of such Type pro rata in accordance with the respective
unpaid principal amounts of such Loans held by such Lenders; and (d) Interest
Periods for Loans of a particular Type shall be allocated among the Lenders
holding Loans of such Type pro rata according to the respective principal
amounts held by such Lenders.

     Section 3.3    Sharing of Payments, Etc. If a Lender shall obtain payment
of any principal of or interest on any of the Obligations due to such Lender
hereunder through the exercise of any right of setoff, banker's lien,
counterclaim or similar right, or otherwise, it shall promptly purchase [ ]
from

AMENDED AND RESTATED CREDIT AGREEMENT - Page 38

<PAGE>

the other Lenders participations in the Obligations held by the other Lenders in
such amounts, and make such adjustments from time to time, as shall be equitable
to the end that all the Lenders shall share pro rata in accordance with the
unpaid principal and interest on the Obligations then due to each of them. To
such end, all of the Lenders shall make appropriate adjustments among themselves
(by the resale of participations sold or otherwise) if all or any portion of
such excess payment is thereafter rescinded or must otherwise be restored. The
Borrowers agree, to the fullest extent it may effectively do so under applicable
law, that any Lender so purchasing a participation in the Obligations by the
other Lenders may exercise all rights of setoff, banker's lien, counterclaim or
similar rights with respect to such participation as fully as if such Lender
were a direct holder of Obligations in the amount of such participation. Nothing
contained herein shall require any Lender to exercise any such right or shall
affect the right of any Lender to exercise, and retain the benefits of
exercising, any such right with respect to any other indebtedness, liability or
obligation of the Borrowers.

     Section 3.4    Non-Receipt of Funds by the Administrative Agent. Unless the
Administrative Agent shall have been notified by a Lender or the Borrowers (the
"Payor") prior to the date on which such Lender is to make payment to the
Administrative Agent of the proceeds of a Loan to be made by it hereunder or the
Borrowers is to make a payment to the Administrative Agent for the account of
one or more of the Lenders, as the case may be (such payment being herein called
the "Required Payment"), which notice shall be effective upon receipt, that the
Payor does not intend to make the Required Payment to the Administrative Agent,
the Administrative Agent may assume that the Required Payment has been made and
may, in reliance upon such assumption (but shall not be required to), make the
amount thereof available to the intended recipient on such date and, if the
Payor has not in fact made the Required Payment to the Administrative Agent, the
recipient of such payment shall, on demand, pay to the Administrative Agent the
amount made available to it together with interest thereon in respect of the
period commencing on the date such amount was so made available by the
Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to the Federal Funds Rate for such period.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 39

<PAGE>

     [ ]Section 3.5 Taxes.

     (a)  All payments by the Borrowers of principal of and interest on the
Loans and of all fees and other amounts payable under the Loan Documents shall
be made free and clear of, and without withholding or deduction by reason of,
any present or future taxes, levies, duties, imposts, assessments or other
charges levied or imposed by any Governmental Authority (other than franchise
taxes and taxes on the overall net income of any Lender). If any such taxes,
levies, duties, imposts, assessments or other charges are so levied or imposed,
the Borrowers will (i) make additional payments in such amounts so that every
net payment of principal of and interest on the Loans and of all other amounts
payable by it under the Loan Documents, after withholding or deduction for or on
account of any such present or future taxes, levies, duties, imposts,
assessments or other charges (including any tax imposed on or measured by net
income of a Lender attributable to payments made to or on behalf of a Lender
pursuant to this Section 3.5 and any penalties or interest attributable to such
payments), will not be less than the amount provided for herein or therein
absent such withholding or deduction (provided that the Borrowers shall not have
any obligation to pay such additional amounts to any Lender to the extent that
such taxes, levies, duties, imposts, assessments or other charges are levied or
imposed by reason of the failure of such Lender to comply with the provisions of
Section 3.6), (ii) make such withholding or deduction and (iii) remit the full
amount deducted or withheld to the relevant Governmental Authority in accordance
with applicable law. Without limiting the generality of the foregoing, the
Borrowers will, upon written request of any Lender, reimburse each such Lender
for the amount of (A) such taxes, levies, duties, imports, assessments or other
charges so levied or imposed by any Governmental Authority and paid by such
Lender as a result of payments made by the Borrowers under or with respect to
the Loans other than such taxes, levies, duties, imports, assessments and other
charges previously withheld or deducted by the Borrowers which have previously
resulted in the payment of the required additional amount to such Lender, and
(B) such taxes, levies, duties, assessments and other charges so levied or
imposed with respect to any Lender reimbursement under the foregoing clause (A),
so that the net amount received by such Lender (net of payments made under or
with respect to the Loans) after such reimbursement will not be less than the
net amount such Lender would have received if such taxes, levies, duties,
assessments and other charges on such reimbursement had not been levied or
imposed. The Borrowers shall furnish promptly to the Administrative Agent for
distribution to each affected Lender, as the case may be, upon request of such
Lender, official receipts evidencing any such payment, withholding or reduction.

     (b)  The Borrowers will indemnify the Administrative Agent and each Lender
(without duplication) against, and reimburse the Administrative Agent and each
Lender for, all present and future taxes, levies, duties, imposts, assessments
or other charges (including interest and penalties) levied or collected (whether
or not legally or correctly imposed, assessed, levied or collected), excluding,
however, any taxes imposed on the overall net income of the Administrative Agent
or such Lender or any lending office of the Administrative Agent or such Lender
by any jurisdiction in which the Administrative Agent or such Lender or any such
lending office is located, on or in respect of this Agreement, any of the Loan
Documents or the Obligations or any portion thereof (the "reimbursable taxes").
Any such indemnification shall be on an after-tax basis, taking into account any
such reimbursable taxes imposed on the amounts paid as indemnity.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 40

<PAGE>

[ ]

     (c)  Without prejudice to the survival of any other term or provision of
this Agreement, the obligations of the Borrowers under this Section 3.5 shall
survive the payment of the Loans and the other Obligations and termination of
the Commitments.

     Section 3.6    Withholding Tax Exemption. Each Lender that is not
incorporated or otherwise formed under the laws of the U.S. or a state thereof
agrees that it will, prior to or on or about the Closing Date or the date upon
which it initially becomes a party to this Agreement and if it is legally able
to do so, deliver to the Borrowers and the Administrative Agent, two duly
completed copies of U.S. Internal Revenue Service Form 1001, 4224 or W-8, as
appropriate, certifying in any case that such Lender is entitled to receive
payments from the Borrowers under any Loan Document without deduction or
withholding of any U.S. federal income taxes. Each Lender which so delivers a
Form 1001, 4224 or W-8 further undertakes to deliver to the Borrowers and the
Administrative Agent, two additional copies of such form (or a successor form)
on or before the date such form expires or becomes obsolete or after the
occurrence of any event requiring a change in the most recent form so delivered
by it, and such amendments thereto or extensions or renewals thereof as may be
reasonably requested by the Borrowers or the Administrative Agent, in each case
certifying that such Lender is entitled to receive payments from the Borrowers
under any Loan Document without deduction or withholding of any U.S. federal
income taxes, unless an event (including without limitation any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender advises the Borrowers and the
Administrative Agent that it is not capable of receiving such payments without
any deduction or withholding of U.S. federal income tax.

     Section 3.7    Reinstatement of Obligations. Notwithstanding anything to
the contrary contained in this Agreement or any other Loan Document, if the
payment of any amount of principal of or interest with respect to the Loans or
any other amount of the Obligations, or any portion thereof, is rescinded,
voided or must otherwise be refunded by the Administrative Agent or any Lender
upon the insolvency, bankruptcy or reorganization of a Borrower or otherwise for
any reason whatsoever, then each of (a) the Obligations, (b) the Loan Documents
(including, without limitation, this Agreement, the Notes and the Security
Documents), (c) the indebtedness, liabilities and obligations of a Borrower and
any other Loan Parties and (d) all Liens for the benefit of the Administrative
Agent and the Lenders created under or evidenced by the Loan Documents, will be
automatically reinstated and become automatically effective and in full force
and effect, all to the extent that and as though such payment so rescinded,
voided or otherwise refunded had never been made.

     Section 3.8    No Force Majeure, Disputes. The Borrowers' obligation to pay
all amounts due under the Loans and the other Obligations shall not be affected
by (a) any set-off, counterclaim, recoupment, deduction, abatement, suspension,
diminution, reduction, defense or other right which the Borrowers may have
against any Lender, (b) any insolvency, bankruptcy, reorganization or similar
proceedings by or against the Borrowers or affecting any of their Properties,
(c) any action of any Governmental Authority or any damage to or destruction of
or any taking of the Borrowers'

AMENDED AND RESTATED CREDIT AGREEMENT - Page 41

<PAGE>

[ ] Property or any part thereof, (d) any change, waiver, extension, indulgence
or failure to perform or comply with, or other action or omission herein or in
the other Loan Documents (except for express written modifications to this
Agreement or other Loan Documents as and in the manner permitted under this
Agreement or the other Loan Documents), (e) any dissolution of the Borrowers,
(f) any inability or illegality with respect to the use or ownership of the
Borrowers' Property, (g) any failure to obtain, or expiration, suspension or
other termination of, or interruption to, any required licenses, permits,
consents, authorizations, approvals or other legal requirements, (h) the
invalidity or unenforceability of any of the Loan Documents or any other
infirmity therein or any lack of power or authority of the Administrative Agent
or any Lender or the Borrowers, or (i) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing and whether or not
the Borrowers shall have notice or knowledge of any of the foregoing, it being
the intention of the Administrative Agent and the Lenders and the Borrowers that
the Obligations of the Borrowers shall be absolute and unconditional and shall
be separate and independent covenants and agreements and shall continue
unaffected unless the requirements to pay or perform the same shall have been
terminated pursuant to an express provision thereof or of any of the other Loan
Documents.

                                    ARTICLE 4

                         Yield Protection and Illegality

     Section 4.1    Additional Costs.

     (a)  The Borrowers shall pay directly to each Lender from time to time,
promptly upon the request of such Lender, the costs incurred by such Lender
which such Lender determines are attributable to its making or maintaining of
any LIBOR Loans or its obligation to make any of such Loans, or any reduction in
any amount receivable by such Lender hereunder in respect of any such Loans or
obligations (such increases in costs and reductions in amounts receivable being
herein called "Additional Costs"), resulting from any Regulatory Change which:

          (i)  changes the basis of taxation of any amounts payable to such
     Lender under this Agreement or its Notes in respect of any of such Loans
     (other than taxes imposed on the overall net income of such Lender or its
     Applicable Lending Office for any of such Loans by the jurisdiction in
     which such Lender has its principal office or such Applicable Lending
     Office);

          (ii) imposes or modifies any reserve, special deposit, minimum
     capital, capital ratio or similar requirement relating to any extensions of
     credit or other assets of, or any deposits with or other liabilities or
     commitments of, such Lender (including any of such Loans or any deposits
     referred to in the definition of "LIBOR Rate" in Section 1.1 hereof, but
     excluding the Reserve Requirement to the extent it is included in the
     calculation of the Adjusted LIBOR Rate); or

AMENDED AND RESTATED CREDIT AGREEMENT - Page 42

<PAGE>

          [ ](iii) imposes any other condition affecting this Agreement or the
     Notes or any extensions of credit or liabilities or commitments
     contemplated hereunder or thereunder.

Each Lender will notify the Borrowers (with a copy to the Administrative Agent)
of any event occurring after the Closing Date which will entitle such Lender to
compensation pursuant to this Section 4.1(a) as promptly as practicable after it
obtains knowledge thereof and determines to request such compensation, and (if
so requested by the Borrowers) will designate a different Applicable Lending
Office for the LIBOR Loans of such Lender if such designation will avoid the
need for, or reduce the amount of, such compensation and will not, in the sole
opinion of such Lender, violate any law, rule or regulation or be in any way
disadvantageous to such Lender, provided that such Lender shall have no
obligation to so designate an Applicable Lending Office located in the U.S. Each
Lender will furnish the Borrowers with a certificate setting forth the basis and
the amount of each request of such Lender for compensation under this Section
4.1(a). If any Lender requests compensation from the Borrowers under this
Section 4.1(a), the Borrowers may, by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender to make or Continue
making, or Convert Base Rate Loans into, LIBOR Loans until the Regulatory Change
giving rise to such request ceases to be in effect (in which case the provisions
of Section 4.4 hereof shall be applicable).

     (b)  Without limiting the effect of the foregoing provisions of this
Section 4.1, in the event that, by reason of any Regulatory Change, any Lender
either (i) incurs Additional Costs based on or measured by the excess above a
specified level of the amount of a category of deposits or other liabilities of
such Lender which includes deposits by reference to which the interest rate on
LIBOR Loans is determined as provided in this Agreement or a category of
extensions of credit or other assets of such Lender which includes LIBOR Loans
or (ii) becomes subject to restrictions on the amount of such a category of
liabilities or assets which it may hold, then, if such Lender so elects by
notice to the Borrowers (with a copy to the Administrative Agent), the
obligation of such Lender to make or Continue making, or Convert Base Rate Loans
into, LIBOR Loans hereunder shall be suspended until such Regulatory Change
ceases to be in effect (in which case the provisions of Section 4.4 hereof shall
be applicable).

     (c)  Determinations and allocations by any Lender for purposes of this
Section 4.1 of the effect of any Regulatory Change on its costs of maintaining
its obligation to make Loans or of making or maintaining Loans or on amounts
receivable by it in respect of Loans and of the additional amounts required to
compensate such Lender in respect of any Additional Costs, shall be conclusive
in the absence of manifest error, provided that such determinations and
allocations are made on a reasonable basis.

     Section 4.2    Limitation on Types of Loans. Anything herein to the
contrary notwithstanding, if with respect to any LIBOR Loans:

     (a)  the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that quotations of interest rates for the
relevant deposits referred to in the definition of "LIBOR Rate" in Section 1.1
hereof are not being provided in the relative amounts or for the

AMENDED AND RESTATED CREDIT AGREEMENT - Page 43

<PAGE>

[ ] relative maturities for purposes of determining the rate of interest for
such Loans as provided in this Agreement; or

     (b)  the Required Lenders determine (which determination shall be
conclusive absent manifest error) and notify the Administrative Agent that the
relevant rates of interest referred to in the definition of "LIBOR Rate" or
"Adjusted LIBOR Rate" in Section 1.1 hereof on the basis of which the rate of
interest for such Loans is to be determined do not accurately reflect the cost
to the Lenders of making or maintaining such Loans;

then the Administrative Agent shall give the Borrowers prompt notice thereof
and, so long as such condition remains in effect, the Lenders shall be under no
obligation to make LIBOR Loans or to Convert Base Rate Loans into LIBOR Loans
and the Borrowers shall, on the last day(s) of the then current Interest
Period(s) for the outstanding LIBOR Loans, either prepay such Loans or Convert
such Loans into Base Rate Loans in accordance with the terms of this Agreement.

     Section 4.3    Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to (a) honor its obligation to make LIBOR Loans or (b)
maintain LIBOR Loans, then such Lender shall promptly notify the Borrowers (with
a copy to the Administrative Agent) thereof and such Lender's obligation to make
or maintain LIBOR Loans and to Convert Base Rate Loans into LIBOR Loans
hereunder shall be suspended until such time as such Lender may again make and
maintain LIBOR Loans (in which case the provisions of Section 4.4 hereof shall
be applicable).

     Section 4.4    Treatment of Affected Loans. If the obligation of any Lender
to make or Continue, or to Convert Base Rate Loans into, LIBOR Loans is
suspended pursuant to Section 4.1 or 4.3 hereof, such Lender's LIBOR Loans shall
be automatically Converted into Base Rate Loans on the last day(s) of the then
current Interest Period(s) for the LIBOR Loans (or on such earlier date as such
Lender may specify to the Borrowers with a copy to the Administrative Agent)
and, unless and until such Lender gives notice as provided below that the
circumstances specified in Section 4.1 or 4.3 hereof which gave rise to such
Conversion no longer exist:

     (a)  to the extent that such Lender's LIBOR Loans have been so Converted,
all payments and prepayments of principal which would otherwise be applied to
such Lender's LIBOR Loans shall be applied instead to its Base Rate Loans; and

     (b)  all Loans which would otherwise be made or Continued by such Lender as
LIBOR Loans shall be made as or Converted into Base Rate Loans and all Loans of
such Lender which would otherwise be Converted into LIBOR Loans shall be
Converted instead into (or shall remain as) Base Rate Loans.

If such Lender gives notice to the Borrowers that the circumstances specified in
Section 4.1 or 4.3 hereof which gave rise to the Conversion of such Lender's
LIBOR Loans pursuant to this Section 4.4 no longer exist (which such Lender
agrees to do promptly upon such circumstances ceasing to exist) at a time when
LIBOR Loans are outstanding, such Lender's Base Rate Loans shall be
automatically

AMENDED AND RESTATED CREDIT AGREEMENT - Page 44

<PAGE>

[ ]Converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding LIBOR Loans, to the extent necessary so that, after giving
effect thereto, all Loans held by the Lenders holding LIBOR Loans and by such
Lender are held pro rata (as to principal amounts, Types and Interest Periods)
in accordance with their respective Commitments.

     Section 4.5    Compensation. The Borrowers shall pay to the Administrative
Agent for the account of each Lender, promptly upon the request of such Lender
through the Administrative Agent, such amount or amounts as shall be sufficient
(in the reasonable opinion of such Lender) to compensate it for any loss, cost
or expense incurred by it as a result of:

     (a)  Any payment, prepayment or Conversion of a LIBOR Loan for any reason
(including, without limitation, the acceleration of the outstanding Loans
pursuant to Section 11.2) on a date other than the last day of an Interest
Period for such Loan; or

     (b)  Any failure by the Borrowers for any reason (including, without
limitation, the failure of any conditions precedent specified in Article 6 to be
satisfied) to borrow, Convert or prepay a LIBOR Loan on the date for such
borrowing, Conversion or prepayment specified in the relevant notice of
borrowing, prepayment or Conversion under this Agreement.

     Section 4.6    Capital Adequacy. If, after the Closing Date, any Lender
shall have determined that the adoption or implementation of any applicable law,
rule or regulation regarding capital adequacy (including, without limitation,
any law, rule or regulation implementing the Basle Accord), or any change
therein, or any change in the interpretation or administration thereof by any
central bank or other Governmental Authority charged with the interpretation or
administration thereof, or compliance by such Lender (or its parent) with any
guideline, request or directive regarding capital adequacy (whether or not
having the force of law) of any central bank or other Governmental Authority
(including, without limitation, any guideline or other requirement implementing
the Basle Accord), has or would have the effect of reducing the rate of return
on such Lender's (or its parent's) capital as a consequence of its obligations
hereunder or the transactions contemplated hereby to a level below that which
such Lender (or its parent) could have achieved but for such adoption,
implementation, change or compliance (taking into consideration such Lender's
policies with respect to capital adequacy) by an amount reasonably deemed by
such Lender to be material, then from time to time, within ten Business Days
after demand by such Lender (with a copy to the Administrative Agent), the
Borrowers shall pay to such Lender such additional amount or amounts as will
compensate such Lender (or its parent) for such reduction. A certificate of such
Lender claiming compensation under this Section 4.6 and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive
absent manifest error, provided that the determination thereof is made on a
reasonable basis. In determining such amount or amounts, such Lender may use any
reasonable averaging and attribution methods.

     Section 4.7    Additional Interest on LIBOR Loans. Without duplication of
Section 2.4 or amounts directly included in the definition of the term "Adjusted
LIBOR Rate", the Borrowers shall pay, directly to each Lender from time to time,
additional interest on the unpaid principal amount of each LIBOR Loan held by
such Lender, from the date of the making of such LIBOR Loan until such

AMENDED AND RESTATED CREDIT AGREEMENT - Page 45

<PAGE>

[ ] principal amount is paid in full, at an interest rate per annum determined
by such Lender in good faith equal to the positive remainder (if any) of (a) the
Adjusted LIBOR Rate applicable to such LIBOR Loan minus (b) the LIBOR Rate
applicable to such LIBOR Loan. Each payment of additional interest pursuant to
this Section 4.7 shall be payable by the Borrowers on each date upon which
interest is payable on such LIBOR Loan pursuant to Section 2.4(b); provided,
however, that the Borrowers shall not be obligated to make any such payment of
additional interest until the first Business Day after the date when the
Borrowers have been informed (i) that such Lender is subject to a Reserve
Requirement and (ii) of the amount of such Reserve Requirement (after which time
the Borrowers shall be obligated to make all such payments of additional
interest, including, without limitation, such payment of additional interest
that otherwise would have been payable by the Borrowers on or prior to such time
had the Borrowers been earlier informed).

     Section 4.8    Basis for Determining LIBOR Rate Inadequate or Unfair. If
with respect to any Interest Period:

     (a)  deposits in Dollars (in the applicable amounts) are not being offered
to the Lender in the relevant market for such Interest Period, or the Lender
otherwise reasonably determines (which determination shall be binding and
conclusive on the Borrowers) that by reason of circumstances affecting the
London interLender market adequate and reasonable means do not exist for
ascertaining the applicable LIBOR Rate; or

     (b)  the Lender reasonably determines that the LIBOR Rate will not
adequately and fairly reflect the cost to the Lender of making or maintaining
the Loans for such Interest Period, or that the making or maintaining of the
Loans has become impracticable as a result of an event occurring after the date
of this Agreement which in the opinion of the Lender materially affects the
Loans; then the Lender shall promptly notify the Borrowers in writing thereof
and the Lender and the Borrowers shall attempt to agree upon an alternative rate
that would otherwise compensate the Lender for the cost of making or maintaining
the Loans. In the event the parties cannot agree on an alternative rate, then,
within sixty (60) days thereafter, the Borrowers shall either: (a) prepay the
Loans, together with all accrued interest thereon, Breakage Fees, if any, and
all other sums due hereunder; or (b) request the Lender to convert the interest
rate applicable to the Loans from a rate based on the LIBOR Rate to the Base
Rate effective on the last day of the current Interest Period. The Lender shall
agree to modify the terms of the Notes reflecting the change in the applicable
interest rate so long as no Default or Event of Default has the occurred.

     Section 4.9    Changes in Law Rendering Maintenance of the Loans Unlawful,
etc. In the event that any change in (including the adoption of any new)
applicable laws or regulations, or any change in the interpretation of
applicable laws or regulations by any governmental authority, central Lender or
comparable agency charged with the administration thereof, should make it
unlawful for the Lender to make or maintain the Loans, then the Lender shall
promptly notify the Borrowers of such change and the Lender and the Borrowers
shall attempt to restructure the Loans on terms on which the Lender could make
or maintain the Loans and which preserves and maintains the Lender's anticipated
rate of return. The Borrowers shall be [ ] responsible for all out-of-pocket
costs and expenses incurred by the Lender in connection with

AMENDED AND RESTATED CREDIT AGREEMENT - Page 46

<PAGE>

such restructuring and relating to any required modifications to the Loan
Documents. If, however, the parties cannot agree or if the Loans cannot be
restructured on a basis on which the Lender could make or maintain the Loans,
then, within sixty (60) days thereafter, the Borrowers shall prepay the Loans,
together with all accrued interest thereon, Breakage Fees, if any, and all other
sums due hereunder.

     Section 4.10   Funding Losses. The Borrowers hereby agrees that upon demand
by the Lender (which demand shall be accompanied by a statement setting forth
the basis for the calculations of the amount claimed) the Borrowers will
indemnify the Lender against any net loss or out-of-pocket expense
(collectively, the "Breakage Fees") which the Lender may sustain or incur
(including, without limitation, any net loss or expense incurred by reason of
the liquidation or re-employment of deposits or other funds acquired by the
Lender to fund or maintain the Loans), as reasonably determined by the Lender,
as a result of any prepayment of any amounts due under the Notes other than at
the end of an Interest Period.

     Section 4.11   Discretion of Lender as to Manner of Funding.
Notwithstanding any provision of this Agreement to the contrary, the Lender
shall be entitled to fund and maintain its funding of all or any part of the
Loans in any matter it sees fit.

     Section 4.12   Conclusiveness of Statements; Survival of Provisions.
Determinations and statements issued by the Lender pursuant to the provisions
hereof shall be conclusive absent demonstrable error. The Lender may use
reasonable averaging and attribution methods in determining compensation under
this Section, and the provisions of such Section shall survive repayment of the
Loans, cancellation of the Notes and any termination of this Agreement.

                                    ARTICLE 5

                                    Security

     Section 5.1    Collateral. To secure the full and complete payment and
performance of the Obligations, the Borrowers will, and will cause each of the
Subsidiaries of the Borrowers to, grant to the Administrative Agent for the
benefit of the Administrative Agent and the Lenders a perfected, first priority
Lien on all of its right, title and interest in and to the Collateral, whether
now owned or hereafter acquired, pursuant to the Security Documents, including,
without limitation, the following, whether owned as of the Closing Date or
thereafter owned or acquired:

     (a)  all Capital Stock of each of the Subsidiaries of the Borrowers;

     (b)  all of the Property (as such Property is more specifically described
in the Security Documents) of the Borrowers and each of the Subsidiaries of the
Borrowers, including, without limitation, the following: Investments (including
certificates of deposit); accounts; inventory (including, without limitation,
work in process); equipment; deposit accounts (including cash collateral
accounts), contract rights (including, without limitation, rights of way,
easements, leases [ ] and all related contracts); customer deposits in
connection with purchase orders; general

AMENDED AND RESTATED CREDIT AGREEMENT - Page 47

<PAGE>

intangibles; Mortgaged Properties; instruments;chattel paper; Licenses; Permits;
Intellectual Property; and inter-company Debt;

     (c)  all Debt owed to the Borrowers or to any Subsidiary of a Borrowers;
and

     (d)  all cash and non-cash proceeds and products of any of the foregoing.

     Section 5.2    Guaranties. The Company will cause each of its Subsidiaries
that is not a Borrower, if any, and each Subsidiary of any Borrower other than
the Company, if any, whether owned as of the Closing Date or thereafter
organized or created, to Guarantee the payment and performance of the
Obligations pursuant to the Guaranties.

     Section 5.3    New Subsidiaries; Additional Capital Stock.
Contemporaneously with the creation or acquisition of any Subsidiary of a
Borrower after the Closing Date, such Borrower shall:

     (a)  grant or cause to be granted to the Administrative Agent, for the
benefit of itself and the Lenders, a perfected, first priority security interest
in all Capital Stock of such Subsidiary owned by such Borrower or any Subsidiary
of such Borrower (to the extent such Capital Stock was not previously pledged to
the Administrative Agent);

     (b)  cause each such Subsidiary to Guarantee the payment and performance of
the Obligations by executing and delivering to the Administrative Agent a
Guaranty or a joinder therein acceptable to the Administrative Agent; and

     (c)  cause each such Subsidiary to execute and deliver to the
Administrative Agent a Security Agreement and such other Security Documents, in
form and substance acceptable to the Administrative Agent, as the Administrative
Agent may request to grant the Administrative Agent, for the benefit of itself
and the Lenders, a perfected, first priority Lien on all Property of such
Subsidiary.

Contemporaneously with the issuance of any additional Capital Stock of any of
the Subsidiaries of a Borrower after the Closing Date, such Borrower shall, and
shall cause each of the Subsidiaries of such Borrower to, grant or cause to be
granted to the Administrative Agent, for the benefit of the Administrative Agent
and the Lenders, a perfected, first priority security interest in all Capital
Stock or other ownership interests in such Subsidiary owned by such Borrower or
any Subsidiary of such Borrower (to the extent such Capital Stock or other
ownership interests are already not so pledged to the Administrative Agent). The
Borrowers covenant that none of the Capital Stock to be pledged in accordance
with this Section 5.3 shall be subject to any transfer restriction,
shareholders' agreement or other restriction except for such restrictions under
applicable securities laws, such restrictions existing as of the Closing Date
which have been disclosed to the Administrative Agent in the Security Documents
and such restrictions, if any, as may be reasonably acceptable to the
Administrative Agent. In connection with and in addition to the foregoing, the
Borrowers shall, and shall cause each of the Subsidiaries of the Borrowers and
other appropriate Persons (as applicable) [ ] to, execute and/or deliver such
further agreements, documents and instruments (including, without

AMENDED AND RESTATED CREDIT AGREEMENT - Page 48

<PAGE>

limitation, stock certificates, stock powers and financing statements) as the
Administrative Agent may reasonably request in order for it to obtain and
maintain the perfected, first priority Liens to be granted in accordance with
this Section 5.3.

     Section 5.4    Mortgaged Properties; Landlord Waivers. Without limiting the
generality of the other terms and provisions of this Article 5, the Borrowers
shall, and shall cause each of the Subsidiaries of the Borrowers to, on the
Closing Date (with respect to fee real Property owned as of the Closing Date) or
contemporaneously with the acquisition of any fee real Property (with respect to
fee real Property acquired after the Closing Date), execute, acknowledge and
deliver to the Administrative Agent a Mortgage or an amendment or modification
to an existing Mortgage covering all fee real Property owned by any such Loan
Party, together with evidence in form and substance reasonably satisfactory to
the Administrative Agent and its counsel that the Mortgage creates a valid,
first priority Lien on the fee estate, in favor of the Administrative Agent for
the benefit of the Administrative Agent and the Lenders securing the payment and
performance of the Obligations (including, without limitation and if requested
by the Administrative Agent, a commitment for a mortgagee policy of title
insurance or a title opinion in favor of the Administrative Agent), and together
with current appraisals complying with all applicable regulatory requirements
and surveys certified to the Administrative Agent if requested by the
Administrative Agent. In addition, if reasonably requested by the Administrative
Agent, the Borrowers shall, and shall cause each of such Loan Parties with an
interest in such Property to, provide the Administrative Agent with a current
environmental assessment of such Property in form and substance reasonably
satisfactory to the Administrative Agent. In addition, with respect to each
lease of real Property executed by a Borrowers, such Borrower will use its
reasonable efforts to obtain waivers or subordinations of landlord's Liens from
each lessor and other agreements from such lessor and its lenders necessary or
appropriate to ensure Administrative Agent's perfected, first priority Lien on
the Collateral or Property affected thereby, the Administrative Agent's access
to such Collateral or Property and the right of the Administrative Agent, the
Lenders or their designee to succeed to the rights of the Loan Party that is the
lessee under the lease, in each case in form and substance reasonably
satisfactory to the Administrative Agent.

     Section 5.5    Further Assurances. In addition to the foregoing, the
Borrowers shall, and shall cause each of the other Loan Parties and other
appropriate Persons (as applicable) to, execute and/or deliver such further
agreements, documents and instruments (including, without limitation, financing
statements) as the Administrative Agent may reasonably request in order for it
to obtain and maintain the perfected, first priority Liens to be granted in
accordance with this Article 5.

     Section 5.6    Setoff. If an Event of Default shall have occurred and be

continuing, each Lender is hereby authorized at any time and from time to time,
without notice to the Borrowers, to set off and apply any and all deposits
(general or special, time or demand, provisional or final excluding any trust
accounts) at any time held and other indebtedness at any time owing by such
Lender to or for the credit or the account of a Borrower against any and all of
the Obligations of the Borrowers now or hereafter existing under this Agreement,
such Lender's Note or any other Loan Document, irrespective of whether or not
the Administrative Agent or such Lender shall have made [ ] any demand under
this Agreement, such Lender's Note or any such other Loan Document and

AMENDED AND RESTATED CREDIT AGREEMENT - Page 49

<PAGE>

although such Obligations may be unmatured. Each Lender agrees promptly to
notify the Borrowers (with a copy to the Administrative Agent) after any such
setoff and application, provided that the failure to give such notice shall not
affect the validity of such setoff and application. The rights and remedies of
each Lender hereunder are in addition to other rights and remedies (including,
without limitation, other rights of setoff) which such Lender may have.

                                    ARTICLE 6

                              Conditions Precedent

     Section 6.1    Extensions of Credit. The obligation of each Lender to make
Loans under this Agreement is subject to the receipt by the Administrative
Agent, on or before the Closing Date, of all of the following in form and
substance satisfactory to the Administrative Agent and, in the case of actions
to be taken, the taking of the following required actions and evidence that such
actions have been taken to the satisfaction of the Administrative Agent:

     (a)  Resolutions. Resolutions of the board of directors or equivalent
governing body (as applicable) certified by the Secretary or an Assistant
Secretary or equivalent officer or representative of each Loan Party which
authorize the execution, delivery and performance by such Loan Party of the Loan
Documents to which it is or is to be a party;

     (b)  Incumbency Certificate. A certificate of incumbency certified by the
Secretary or an Assistant Secretary (or other analogous officer) of each Loan
Party certifying as to the name of each officer or other representative of such
Loan Party (i) who is authorized to sign the Loan Documents to which it is or is
to be a party (including any certificates contemplated therein), together with
specimen signatures of each such officer or other representative, and (ii) who
will, until replaced by other officers or representatives duly authorized for
that purpose, act as its representative for the purposes of signing documents
and giving notices and other communications in connection with the Loan
Documents and the transactions contemplated thereby;

     (c)  Articles of Incorporation. The articles of incorporation or other
analogous constitutional documents of each Loan Party certified by the Secretary
of State or other applicable Governmental Authority of the state of
incorporation of such corporation and dated as of a Current Date;

     (d)  Bylaws. The bylaws or other analogous constitutional documents of each
Loan Party certified by its Secretary or an Assistant Secretary (or other
analogous officer or representative);

     (e)  Governmental Certificates. Certificates of appropriate officials as to
the existence and good standing of each of the Loan Parties in its jurisdiction
of incorporation or organization and in all jurisdictions in which such Loan
Party is qualified or is required to qualify to do business as a foreign entity,
each such certificate to be dated as of a Current Date;

AMENDED AND RESTATED CREDIT AGREEMENT - Page 50

<PAGE>

     [ ] (f) Notes. The Notes duly completed and executed by the Borrowers (one
payable to the order of each Lender with respect to each of its Term Loans
Facility Share and Revolving Loans Commitment);

     (g)  Security Agreements and Other Security Documents. Security Agreements
and other Security Documents executed by each of the Loan Parties pertaining to
the Collateral owned by such Loan Party or in which such Loan Party has rights
sufficient to create a Lien (one such Security Agreement executed by each such
Loan Party) together with all related financing statements and other filings,
consents to collateral assignments from all parties to all Material Contracts
included as part of the Collateral in form and substance acceptable to the
Administrative Agent (to the extent such consents may be obtained through
reasonable efforts of the Borrowers), delivery of all pledged Capital Stock and
instruments evidencing such Capital Stock together with appropriate stock powers
and endorsements and, with respect to each existing lease of real Property where
Collateral is located, waivers or subordinations of landlord's Liens from each
lessor and other agreements from such lessor and its lenders necessary or
appropriate to ensure Administrative Agent's perfected, first priority Lien on
the Collateral or Property affected thereby, the Administrative Agent's access
to such Collateral or Property and the right of the Administrative Agent, the
Lenders or their designee to succeed to the rights of the Loan Party that is the
lessee under the lease, in each case in form and substance satisfactory to the
Administrative Agent (to the extent such waivers, subordinations or consents may
be obtained through reasonable efforts of the Borrowers);

     (h)  Mortgages, etc. Mortgages executed by each of the Loan Parties
pertaining to the real Property Collateral owned by such Loan Party (one
Mortgage executed by each such Loan Party) and, with respect to each tract of
such real Property, a mortgagee policy of title insurance insuring the first
Lien status of each such Mortgage, a current survey certified to the
Administrative Agent and the Lenders, an appraisal complying with all applicable
regulatory requirements, and an environmental survey acceptable to the
Administrative Agent;

     (i)  Insurance Certificates and Policies. Certificates evidencing all
insurance policies required by this Agreement and the other Loan Documents and,
if requested by the Administrative Agent, copies of all such insurance policies;

     (j)  Lien Searches. Lien searches in the name of each of the Loan Parties
(and in all names under which any of them has done business within the last five
years) in each jurisdiction where such Loan Party maintains an office or has
Property, showing no financing statements or other Lien instruments of record
affecting the Collateral except for Permitted Liens and Liens being released
prior to or concurrently with the making of the initial Loan;

     (k)  Payment of Fees and Expenses. The Borrowers shall have paid all fees
due on or before the Closing Date as specified in this Agreement;

     (l)  Compliance with Laws. The Borrowers and the other Loan Parties shall
have complied in all material respects with all Governmental Requirements
necessary to execute and

AMENDED AND RESTATED CREDIT AGREEMENT - Page 51

<PAGE>

[ ] deliver this Agreement and the other Loan Documents and to perform and
consummate the transactions contemplated by this Agreement and the other Loan
Documents;

     (m)  No Prohibitions. No Governmental Requirement shall prohibit the
execution or delivery of this Agreement or any other Loan Document or the
performance or consummation of the transactions contemplated by this Agreement
or any other Loan Document, and no order, judgment or decree of any Governmental
Authority or arbitrator shall, and no litigation or other proceeding shall be
pending or to the Borrowers' knowledge, threatened which would, enjoin,
prohibit, restrain or otherwise adversely affect in any material manner the
execution or delivery of this Agreement or any other Loan Document or the
performance or consummation of the transactions contemplated by this Agreement
or any other Loan Document or otherwise have a Material Adverse Effect;

     (n)  Financial Statements. Copies of each of the financial statements
referred to in Section 7.2;

     (o)  Opinions of Counsel. Favorable legal opinions of counsel for the Loan
Parties, in form and substance and issued by law firms satisfactory to the
Administrative Agent, with respect to the Loan Parties and with respect to the
Loan Documents;

     (p)  Legal Matters and Loan Documents. All matters of a legal nature
relating to the Borrowers and the other Loan Parties and this Agreement and the
other Loan Documents and involving not less than $50,000, shall be reasonably
satisfactory to the Administrative Agent and its counsel, and the Administrative
Agent shall have received all such other agreements, documents and instruments,
each in form and substance and executed and delivered by all parties, as the
Administrative Agent may have reasonably requested to receive;

     (q)  Material Contracts. A true and correct and fully executed copy of each
of the Material Contracts in existence as of the Closing Date, in form and
substance satisfactory to the Administrative Agent;

     (r)  Permits. Copies of all material Licenses or Permits materially
affecting any Loan Party in connection with its businesses or any of the
Properties owned or leased by it and in connection with its businesses to be
conducted and Properties to be owned or leased, and evidence satisfactory to the
Administrative Agent that the Borrowers and each other Loan Party is able to
conduct its businesses as currently conducted and as to be conducted with the
use of such material Licenses and Permits in full force and effect; and the
Administrative Agent shall be satisfied that (i) the Borrowers and each other
Loan Party has the exclusive, unrestricted right to use each of such material
Licenses and Permits pursuant to license agreements or other agreements,
documents or instruments in form and substance reasonably satisfactory to the
Administrative Agent and (ii) the Borrowers and each other Loan Party has
materially complied with all initial and on-going conditions of the issuance and
use of all such material Licenses and Permits and all other terms and provisions
thereof;

AMENDED AND RESTATED CREDIT AGREEMENT - Page 52

<PAGE>

     [ ] (s) Waivers and Consents. To the extent not referred to in clause (g)
preceding, copies of all material waivers and consents necessary for the
execution, delivery and performance by each of the Loan Parties of the Loan
Documents to which it is a party as the Administrative Agent may require and the
grant of a security interest in each Material Contract of each Loan Party, which
waivers and consents shall be certified by a Responsible Officer of the
Borrowers as true and correct copies of such consents as of the Closing Date;

     (t)  Regulatory Approvals. Evidence satisfactory to the Administrative
Agent that all filings, consents or approvals with or of Governmental
Authorities necessary to execute and deliver this Agreement and the other Loan
Documents and to perform and consummate the transactions contemplated by the
Loan Documents have been made and obtained, as applicable;

     (u)  No Material Adverse Change. As of the Closing Date, (i) no material
adverse change shall have occurred with respect to the business, assets,
financial condition, results of operations, operations, capitalization,
indebtedness, liabilities, obligations, profitability or prospects or Properties
or of the general affairs or management of the Company and its Subsidiaries,
taken as a whole, or of any Borrower individually, in each case since September
30, 2002, (ii) no disruption or adverse change in the capital markets generally
or in the market for loan syndications in particular shall have occurred since
September 30, 2002, which disruption or adverse change is deemed material in the
judgment of the Administrative Agent, and (iii) the Administrative Agent shall
be satisfied that the financial performance of the Company and its Subsidiaries
to the Closing Date is not materially different from the financial projections
for such Person(s) through the Closing Date that were previously submitted to
the Administrative Agent;

     (v)  Solvency. A certificate from each of the Loan Parties certifying that
each of the Loan Parties is Solvent (giving effect to any contributions made, or
available to be made from the financial resources of the Company, by the Company
to such Loan Party or contribution agreements between the Company and such Loan
Party); and

     (w)  Collateral Audit. The Administrative Agent shall have completed,
within 60 days of the date of this Agreement, its audit of the Collateral and
business systems of the Borrowers and the Subsidiaries of the Borrowers and the
results of such audit shall be satisfactory to the Lenders; and

The Borrowers shall deliver, or cause to be delivered, to the Administrative
Agent sufficient counterparts of each agreement, document or instrument to be
received by the Administrative Agent under this Section 6.1 to permit the
Administrative Agent to distribute a copy of the same to each of the Lenders.
After the request of the Borrowers, the Administrative Agent shall inform the
Borrowers in writing as to the status of satisfaction of the conditions
precedent set forth in this Section 6.1.

     Section 6.2    Additional Conditions Precedent. The obligation of each
Lender to make any Loan (including the initial Loan) under this Agreement is
subject to the continued satisfaction of each of the conditions precedent set
forth in Section 6.1 and each of the following additional conditions precedent:

AMENDED AND RESTATED CREDIT AGREEMENT - Page 53

<PAGE>
[ ]

     (a)  No Default or Material Adverse Effect. No Default or Material Adverse
Effect shall have occurred and be continuing, or would result from such Loan;

     (b)  Representations and Warranties. All of the representations and
warranties of the Borrowers and the other Loan Parties contained in this
Agreement and in the other Loan Documents shall be true and correct on and as of
the date of such Loan with the same force and effect as if such representations
and warranties had been made on and as of such date unless they relate solely to
an earlier date;

     (c)  Borrowing Base. If, after giving effect to the requested Advance, the
aggregate amount of Revolving Loans does not exceed the Borrowing Base;

     (d)  Use of Proceeds. The Borrowers shall have certified to the
Administrative Agent that all proceeds of the Loans then being made by the
Lenders are, concurrently with the making of such Loans, being used by the
Borrowers for the purposes specified in Section 2.10;

     (e)  Full Disclosure. Neither the Borrowers nor any other Loan Party has
failed to disclose to the Administrative Agent or any Lender any material fact
with respect to its business or its financial condition (including any
contingent liabilities), or has failed to disclose any information, the absence
of which makes any information previously disclosed to the Administrative Agent
or any Lender materially misleading; and

     (f)  Additional Documentation. The Administrative Agent shall have received
such additional approvals, agreements, documents and instruments as the
Administrative Agent may reasonably request.

Each notice of borrowing by the Borrowers hereunder shall constitute a
representation and warranty by the Borrowers that the conditions precedent set
forth in this Section 6.2 have been satisfied (both as of the date of such
notice and, unless the Borrowers otherwise notifies the Administrative Agent
prior to the date of such borrowing, as of the date of such borrowing).

     Section 6.3    Closing Certificates. The Borrowers shall, concurrently with
the Closing Date (with respect to the conditions precedent set forth in Section
6.1) and concurrently with the date of the making of each other Loan if
requested by the Administrative Agent, execute and deliver to the Administrative
Agent a certificate in form and substance satisfactory to the Administrative
Agent certifying as to the satisfaction of each of the conditions precedent set
forth in this Article 6 which are required to be satisfied on or before such
date (without regard to whether such matters are, in fact, satisfactory to the
Administrative Agent to the extent that such satisfaction is required
hereunder).

                                    ARTICLE 7

AMENDED AND RESTATED CREDIT AGREEMENT - Page 54

<PAGE>

                       [ ] Representations and Warranties

     The Borrowers represent and warrant to the Administrative Agent and the
Lenders that the following statements are true, correct and complete:

     Section 7.1    Existence. Each Loan Party (a) is a corporation (or other
entity) duly organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation (or organization), (b) has all requisite
power and authority to own its Properties and carry on its business as now
conducted, and (c) is qualified to do business in all jurisdictions in which the
nature of its business makes such qualification necessary and where failure to
so qualify would have a Material Adverse Effect. Each of the Loan Parties has
the power and authority and legal right to execute, deliver and perform its
obligations under the Loan Documents to which it is or may become a party.

     Section 7.2    Financial Statements.

     (a)  The Company has delivered to the Administrative Agent and the Lenders
the audited consolidated and consolidating financial statements (including
balance sheet and statements of income or operations, shareholders' equity and
cash flows) of the Company and its Consolidated Subsidiaries as of and for the
fiscal year ended December 31, 2001. All financial statements required to be
delivered to the Administrative Agent in accordance with this Agreement
(including, without limitation, those referred to in the immediately preceding
sentence) are or will be when delivered (as applicable) true and correct, have
been or will be (as applicable) prepared in accordance with GAAP and fairly and
accurately present or will fairly and accurately present (as applicable), on a
consolidated and consolidating (where applicable) basis, the financial condition
of the Company and its Consolidated Subsidiaries as of such dates and the
results of operations for the respective periods indicated therein. There has
not been, as of the Closing Date, any material adverse change in the financial
condition, results of operations, businesses, operations, Properties,
capitalization, assets, liabilities or prospects of the Company and its
Subsidiaries taken as a whole, or of any Borrower on an individual basis, since
September 30, 2002.

     Section 7.3    Corporate Action; No Breach. The execution, delivery and
performance by each of the Loan Parties of the Loan Documents to which it is or
may become a party and compliance with the terms and provisions hereof and
thereof have been duly authorized by all requisite entity action and do not and
will not (a) violate or conflict with, or result in a breach of, or require any
consent under (i) the articles of incorporation, articles of organization,
bylaws, regulations or other constitutional documents of such Loan Party, (ii)
any Governmental Requirement or any order, writ, injunction or decree of any
Governmental Authority or arbitrator, or (iii) any material agreement, document
or instrument to which any Loan Party is a party or by which any Loan Party or
any of its Property is bound or subject, or (b) constitute a default under any
such material agreement, document or instrument, or result in the creation or
imposition of any Lien (except a Lien in favor of the Administrative Agent for
and on behalf of the Lenders under the Security Documents as provided in Article
5) upon any of the revenues or Property of any Loan Party.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 55

<PAGE>

[ ]

     Section 7.4    Operation of Business; Licenses and Permits. Each Loan Party
(a) possesses all material Licenses, Permits, franchises and authorizations
necessary or appropriate to conduct its businesses substantially as now
conducted and as to be conducted, and (b) has complied with all initial and
on-going conditions to the issuance and use of all such Licenses, Permits,
franchises and authorizations, except where failure to comply could not
reasonably be expected to have a Material Adverse Effect. None of such Persons
is in violation of any such material Licenses, Permits, franchises or
authorizations which could be expected to result in any termination or cessation
thereof. All of such material Licenses, Permits, franchises and authorizations
required by any Governmental Requirement or issued by any Governmental Authority
as of the Closing Date are summarized by category or type, as relevant to the
operation of each Loan Party, on Schedule 7.4. Such Licenses and Permits set
forth on Schedule 7.4 have been duly issued by the appropriate Governmental
Authority (as applicable) and are in full force and effect, and all provisions
of such Licenses and Permits have been complied with in all material respects.
As of the Closing Date, no such License or Permit is subject to any pending or,
to the knowledge of the Borrowers, threatened revocation or termination
proceeding or action.

     Section 7.5    Intellectual Property. The Intellectual Property owned or
used by each Loan Party in the operation of its business is set forth on
Schedule 7.5. Each Loan Party owns or possesses (or will be licensed or have the
full right to use) all Intellectual Property which is necessary or appropriate
for the operation of its businesses as presently conducted and as proposed to be
conducted, without any known conflict with the rights of others. The
consummation of the transactions contemplated by this Agreement and the other
Loan Documents will not materially alter or impair, individually or in the
aggregate, any of such rights of such Persons. No product or service of any Loan
Party infringes upon any Intellectual Property of any other Person, and no claim
or litigation is pending or, to the knowledge of the Borrowers, threatened
against any such Person contesting its right to sell or otherwise use any
product or material or service which could reasonably be expected to have a
Material Adverse Effect. There is no violation by any Loan Party of any right of
such Person with respect to any material Intellectual Property owned or used by
such Person.

     Section 7.6    Litigation and Judgments. Each material action, suit,
investigation or proceeding before or by any Governmental Authority or
arbitrator pending or, to the knowledge of the Borrowers, threatened against or
affecting any Loan Party, or that relates to any of the Loan Documents as of the
Closing Date, is disclosed on Schedule 7.6. None of such actions, suits,
investigations or proceedings could, if adversely determined, reasonably be
expected to have a Material Adverse Effect. Except as may be disclosed on
Schedule 7.6, as of the Closing Date, there are no outstanding judgments against
any Loan Party. No Loan Party has received any opinion or memorandum or legal
advice from legal counsel to the effect that it is exposed to any liability or
disadvantage that could reasonably be expected to have a Material Adverse
Effect.

     Section 7.7    Rights in Properties; Liens. Except as disclosed on Schedule
7.7, none of the Loan Parties owns any right, title or interest in any real
Property. Each Loan Party has good and marketable title to or, with respect to
leasehold interests, valid leasehold interests in all of its material Properties
and assets, real and personal, including the material Properties, assets and
leasehold

AMENDED AND RESTATED CREDIT AGREEMENT - Page 56

<PAGE>

[ ] interests reflected in the financial statements described in Section 7.2(a),
except where failure to have good and marketable title or valid leasehold
interests could not reasonably be expected to have a Material Adverse Effect,
and none of the Properties or leasehold interests of any of the Loan Parties is
subject to any Lien, except Permitted Liens. No Loan Party has granted or
voluntarily allowed or permitted to exist any Lien to or in favor of any Person
(other than the Administrative Agent for and on behalf of the Lenders as
security for the Obligations) which attaches or relates to any of the Collateral
and the Liens on the Collateral in favor of the Administrative Agent are
perfected, first priority Liens.

     Section 7.8    Enforceability. The Loan Documents have been duly and
validly executed and delivered by each of the Loan Parties that is a party
thereto, and such Loan Documents constitute the legal, valid and binding
obligations of such Persons, enforceable against each such Person in accordance
with their respective terms, except as limited by bankruptcy, insolvency or
other laws of general application relating to the enforcement of creditors'
rights and general principles of equity.

     Section 7.9    Approvals. No authorization, approval or consent of, and no
filing or registration with or notice to, any Governmental Authority or third
party is or will be necessary for the execution, delivery or performance by any
Loan Party of any of the Loan Documents or any of the Material Contracts to
which it is or will be a party or for the validity or enforceability thereof,
except for such consents, approvals and filings as have been validly obtained or
made and are in full force and effect. The consummation of the transactions
contemplated by the Loan Documents and the Material Contracts does not require
the consent or approval of any other Person, except such consents and approvals
(a) as have been validly obtained and are in full force and effect or (b) as to
which the failure to obtain is not, individually or in the aggregate, material.
No Loan Party has failed to obtain any material consent, approval, License,
Permit, franchise or other authorization of any Governmental Authority necessary
for the ownership or use of any of its Properties and the conduct of its
business.

     Section 7.10   Debt. As of the Closing Date, the Borrowers do not have any
Debt other than (a) the Obligations, and (b) the Debt disclosed on Schedule 7.10
hereto.

     Section 7.11   Taxes. Each of the Loan Parties has filed (a) all income tax
returns (federal, state and local) and any material reports required to be filed
including all income, franchise, employment, Property and sales tax returns, and
(b) all other material tax returns and reports required to be filed except where
failure to file could not reasonably be expected to have a Material Adverse
Effect, and has paid all federal and other material taxes (shown on such returns
or reports to be due and payable), assessments, fees and other governmental
charges levied or imposed upon it or its Properties, income or assets otherwise
due and payable before they become delinquent, except those which are being
contested in good faith by appropriate proceedings and for which adequate
reserves have been provided in accordance with GAAP and no notice of Lien has
been filed or recorded. There is no proposed tax assessment against any Loan
Party which could, if the assessment were made, reasonably be expected to have a
Material Adverse Effect.

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     [ ] Section 7.12 Margin Securities. None of the Loan Parties is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulations T, U or X of the Board of Governors of the Federal
Reserve System), and no part of the proceeds of any Loan will be used to
purchase or carry any margin stock or to extend credit to others for the purpose
of purchasing or carrying margin stock.

     Section 7.13   ERISA. None of the Loan Parties or any ERISA Affiliate
maintains or contributes to, or has any obligation under, any Pension Plan other
than the Pension Plans identified on Schedule 7.13. Each Plan of the Loan
Parties is in compliance in all material respects with all applicable provisions
of ERISA and the Code. Neither a Reportable Event nor a Prohibited Transaction
has occurred within the last 60 months with respect to any Plan that could
reasonably be expected have a Material Adverse Effect. No notice of intent to
terminate a Pension Plan has been filed, nor has any Pension Plan been
terminated. No circumstances exist which constitute grounds entitling the PBGC
to institute proceedings to terminate, or appoint a trustee to administer, a
Pension Plan, nor has the PBGC instituted any such proceedings. None of the Loan
Parties or any ERISA Affiliate has completely or partially withdrawn from a
Multiemployer Plan. Each Loan Party and each ERISA Affiliate have met their
minimum funding requirements under ERISA and the Code or with respect to all of
their Pension Plans subject to such requirements, and, as of the Closing Date
except as specified on Schedule 7.13, the present value of all vested benefits
under each funded Plan (exclusive of any Multiemployer Plan) does not and will
not exceed the fair market value of all such Plan assets allocable to such
benefits, as determined on the most recent valuation date of such Plan and in
accordance with ERISA. None of the Loan Parties or any ERISA Affiliate has
incurred any liability to the PBGC under ERISA. No litigation is pending or, to
the Borrowers' knowledge, threatened concerning or involving any Plan that could
reasonably be expected to have a Material Adverse Effect. There are no unfunded
or unreserved liabilities (on either a going-concern basis or a wind-up basis)
relating to any Plan that could, individually or in the aggregate, have a
Material Adverse Effect if a Borrower was required to fund or reserve such
liability in full. As of the Closing Date, no funding waivers have been or will
have been requested or granted under Section 412 of the Code with respect to any
Plan. No unfunded or unreserved liability for benefits under any Plan or Plans
(exclusive of any Multiemployer Plans) exceeds $500,000, with respect to any
such Plan, or $500,000 with respect to all such Plans, in the aggregate as of
the Closing Date, on either a going-concern basis or a wind-up basis.

     Section 7.14   Disclosure. No written statement, information, report,
representation or warranty made by any Loan Party in any Loan Document or
furnished to the Administrative Agent or any Lender by or on behalf of any Loan
Party in connection with the Loan Documents or any transaction contemplated
hereby or thereby contains any untrue statement of a material fact or omits to
state any material fact necessary to make the statements herein or therein, in
light of the circumstances in which made, not misleading. There is no fact known
to the Borrowers which has had a Material Adverse Effect, and there is no fact
known to the Borrowers which might in the future have a Material Adverse Effect
except as may have been disclosed in writing to the Administrative Agent.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 58

<PAGE>

     [ ] Section 7.15 Loan Parties. Schedule 7.15 attached hereto contains, as
of the Closing Date, complete and accurate information regarding (a) the
identities of each of the Subsidiaries of the Borrowers, (b) the number of
issued and outstanding shares of each class of Capital Stock issued by the
Borrowers and each of its Subsidiaries and the identities of, and number and
percentage of each of such shares held by, the owner(s) (both of record and
beneficially) of such Capital Stock and (c) the jurisdiction of incorporation or
other organization of each Loan Party.

     Section 7.16   Compliance with Laws. None of the Loan Parties is in
violation of any Governmental Requirement, except for instances of
non-compliance that could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

     Section 7.17   Investment Company Act. No Loan Party is an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

     Section 7.18   Public Utility Holding Company Act. No Loan Party is a
"holding company" or a "subsidiary company" of a "holding company" or an
"affiliate" of a "holding company" or a "public utility" within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

     Section 7.19   Environmental Matters.

     (a)  Except for instances of noncompliance with or exceptions to any of the
following representations and warranties that could not have, individually or in
the aggregate, a Material Adverse Effect:

          (i)    Each Loan Party and all of its respective Properties and
     operations are in full compliance with all Environmental Laws. No Borrower
     is not aware of, and no Loan Party has received written notice of, any
     past, present or future conditions, events, activities, practices or
     incidents which may interfere with or prevent the compliance or continued
     compliance by such Loan Party with all Environmental Laws;

          (ii)   Each Loan Party has obtained all Permits that are required
under applicable Environmental Laws, and all such Permits are in good standing
and all such Persons are in compliance with all of the terms and conditions
thereof;

          (iii)  No Hazardous Materials exist on, about or within or have been
     (to the knowledge of the Borrowers) or are being used, generated, stored,
     transported, disposed of on or Released from any of the Properties of any
     Loan Party except in compliance with applicable Environmental Laws. The use
     which each Loan Party makes and intends to make of its respective
     Properties will not result in the use, generation, storage, transportation,
     accumulation, disposal or Release of any Hazardous Material on, in or from
     any of their currently owned Properties except in compliance with
     applicable Environmental Laws;

          (iv)   There are no conditions or circumstances associated with the
     currently owned or leased Properties or operations of any Loan Party that
     could reasonably be expected to

AMENDED AND RESTATED CREDIT AGREEMENT - Page 59

<PAGE>

     [ ] give rise to any Environmental Liabilities or claims resulting in any
     Environmental Liabilities;

          (v)    None of the Loan Parties and none of their respective currently
     or previously owned or leased Properties or operations are subject to any
     outstanding or, to the knowledge of the Borrowers, threatened order from or
     agreement with any Governmental Authority or other Person or subject to any
     judicial or administrative proceeding with respect to (A) any failure to
     comply with Environmental Laws, (B) any Remedial Action, or (C) any
     Environmental Liabilities;

          (vi)   None of the Loan Parties is subject to, or has received written
     notice of any claim from any Person alleging that it is or will be subject
     to, any Environmental Liabilities;

          (vii)  None of the Properties of any of the Loan Parties is a
     treatment facility (except for the recycling of Hazardous Materials
     generated on-site and the treatment of liquid wastes subject to the Clean
     Water Act or other applicable Environmental Law for temporary storage of
     Hazardous Materials generated on-site prior to their disposal off-site) or
     disposal facility requiring a permit under the Resource Conservation and
     Recovery Act, 42 U.S.C. sections. 6901 et seq., regulations thereunder or
     any comparable provision of state law. The Loan Parties are in compliance
     with all applicable financial responsibility requirements of all
     Environmental Laws; and

          (viii) None of the Loan Parties has failed to file any notice required
     under applicable Environmental Law reporting a Release.

     (b)  No Lien arising under any Environmental Law that could have,
individually or in the aggregate, a Material Adverse Effect has attached to any
Property or revenues of any of the Loan Parties.

     Section 7.20   Labor Disputes and Acts of God. Neither the business nor the
Properties of any of the Loan Parties are affected by any fire, explosion,
accident, strike, lockout or other labor dispute, drought, storm, hail,
earthquake, embargo, act of God or of the public enemy or other casualty
(whether or not covered by insurance) that is having or could reasonably be
expected to have a Material Adverse Effect.

     Section 7.21   Material Contracts. Attached hereto as Schedule 7.22 is a
complete list, as of the Closing Date, of all Material Contracts of each Loan
Party, other than the Loan Documents. All of the Material Contracts are in full
force and effect and no Loan Party is in default under any Material Contract
and, to the knowledge of the Borrowers after due inquiry, no other Person that
is a party thereto is in default under any of the Material Contracts. None of
the Material Contracts prohibits the transactions contemplated under the Loan
Documents. Except as may be provided on Schedule 7.22, (a) each of the Material
Contracts is currently in the name of a Loan Party and (b) each of the Material
Contracts (other than agreements relating to other Debt of the Loan Parties) is
assignable to the Administrative Agent as collateral and is assignable by the
Administrative Agent

AMENDED AND RESTATED CREDIT AGREEMENT - Page 60

<PAGE>

[ ] to a transferee if an Event of Default were to occur. The Borrowers have
delivered to the Administrative Agent a complete and current copy of each
Material Contract (other than purchase orders entered into in the ordinary
course of business) existing on the Closing Date.

     Section 7.22   Bank Accounts. As of the Closing Date, Schedule 7.22 sets
forth the account numbers and location of all bank accounts (including lock box
and special deposit accounts) of the Borrowers.

     Section 7.23   Outstanding Securities. All outstanding securities (as
defined in the Securities Act of 1933, as amended, or any successor thereto, and
the rules and regulations of the Securities and Exchange Commission thereunder)
of the Loan Parties have been offered, issued, sold and delivered in compliance
with all applicable Governmental Requirements.

     Section 7.24   Solvency. Each of the Loan Parties, as a separate entity, is
Solvent, both before and after giving effect to the Loans and giving effect to
any contributions made, or available to be made from the financial resources of
the Company, by the Company to such Loan Party or contribution agreements
between the Company and such Loan Party.

     Section 7.25   Employee Matters. Except as set forth on Schedule 7.25, as
of the Closing Date (a) neither any Loan Party nor any of its employees is
subject to any collective bargaining agreement, and (b) no petition for
certification or union election is pending with respect to the employees of any
Loan Party, and no union or collective bargaining unit has sought such
certification or recognition with respect to the employees of any such Person.
There are no strikes, slowdowns, work stoppages or controversies pending or, to
the best knowledge of the Borrowers after due inquiry, threatened against, any
Loan Party or its respective employees which could have, either individually or
in the aggregate, a Material Adverse Effect. Except as set forth on Schedule
7.25, as of the Closing Date, none of the Loan Parties is subject to an
employment contract.

     Section 7.26   Insurance. Schedule 7.26 sets forth a complete and accurate
description of all policies of insurance that are in effect as of the Closing
Date for the Loan Parties and their Properties. To the extent such policies have
not been replaced, no notice of cancellation has been received for such policies
and the Borrowers and the owner and holder of each such policy are in material
compliance with all of the terms and conditions of such policies.

     Section 7.27   Common Enterprise. The Borrowers and each Loan Party are
members of an affiliated group with each other such Person and are collectively
engaged in a common enterprise with one another. Each of the Loan Parties
expects to derive substantial benefit (and may reasonably be expected to derive
substantial benefit), directly and indirectly, from the Loans contemplated by
this Agreement, both in its separate capacity and as a member of an affiliated
and integrated group.

     Section 7.28   Burdensome Agreements. None of the Loan Parties is a party
to any indenture, loan agreement, credit agreement, stock purchase agreement or
any lease or other agreement, document or instrument, or subject to any charter
or corporate restriction, that is unduly and materially burdensome or that could
have a Material Adverse Effect. None of the Loan Parties is

AMENDED AND RESTATED CREDIT AGREEMENT - Page 61

<PAGE>

[ ] in default in any respect in the performance, observance or fulfillment of
any of the obligations, covenants or conditions contained in any agreement,
document or instrument binding on it or its Properties, except for instances of
noncompliance that, individually or in the aggregate, could not have a Material
Adverse Effect.

                                    ARTICLE 8

                              Affirmative Covenants

     The Borrowers covenants and agrees that, as long as the Obligations or any
part thereof are outstanding or any Lender has any Commitment hereunder, they
will perform and observe, or cause to be performed and observed, the following
covenants:

     Section 8.1    Reporting Requirements. The Borrowers will furnish (or will
cause to be furnished) to the Administrative Agent and each Lender:

     (a)  Annual Financial Statements. As soon as available, and in any event
within 90 days after the end of each fiscal year of the Company, beginning with
the fiscal year ending December 31, 2001, a copy of the Form 10-K (including all
financial statements contained therein) filed by the Company as of the end of
and for such fiscal year then ended, together with consolidating schedules for
each of the Company and its Subsidiaries (including, without limitation, the
Company) with respect to the financial statements contained therein, setting
forth in comparative form the figures for the previous fiscal year, and
accompanied by the opinion of independent certified public accountants of
recognized standing reasonably acceptable to the Administrative Agent, which
opinion shall state that such consolidated financial statements present fairly
the financial position and results of operations for the periods indicated in
conformity with GAAP applied on a basis consistent with prior years and which
opinion shall not be qualified or limited because of a restricted or limited
examination by such accountant of any material portion of such Person's records;

     (b)  Quarterly Financial Statements. As soon as available, and in any event
within 45 days after the end of each of the quarters of each fiscal year of the
Company, a copy of the Form 10-Q (including all financial statements contained
therein) filed by the Company as of the end of and for such fiscal quarter then
ended, together with consolidating schedules for each of the Company and its
Subsidiaries (including, without limitation, the Company) with respect to each
of the financial statements contained therein, setting forth in comparative form
the information or figures for the corresponding period of the preceding fiscal
year, and signed by an appropriate Responsible Officer of the Company as fairly
presenting, in accordance with GAAP, the financial position and the results of
operations of the Company and its Subsidiaries (except for year-end adjustments
and financial statement footnotes required by GAAP);

     (c)  Monthly Financial Statements. As soon as available, and in any event
no later than 30 days after the end of each calendar month, a balance sheet and
income statement for the Company and its Subsidiaries prepared in accordance
with GAAP.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 62

<PAGE>

[ ]

     (d)  Compliance Certificate. Concurrently with the delivery of each of the
financial statements referred to in Sections 8.1(a) and 8.1(b), a Compliance
Certificate of a Responsible Officer of the Borrowers substantially in the form
of Exhibit E hereto, appropriately completed, stating that, to the best of such
officer's knowledge, no Default has occurred and is continuing or, if a Default
has occurred and is continuing, stating the nature thereof and the action that
has been taken and is proposed to be taken with respect thereto;

     (e)  Notice of Actions, Suits or Proceedings. Promptly after the
commencement thereof, notice of all actions, suits and proceedings before any
Governmental Authority or arbitrator affecting any Loan Party or any License or
Permit, which, if determined adversely to a Borrower or any Subsidiary of a
Borrower, could reasonably be expected to have a Material Adverse Effect;

     (f)  Notice of Default, etc.. As soon as possible and in any event
immediately upon the Borrowers' knowledge of the occurrence of any Default, a
written notice setting forth the details of such Default and the action that the
Borrowers have taken and, if and to the extent known, proposes to take with
respect thereto;

     (g)  ERISA Plan Reports. Promptly after the filing or receipt thereof,
copies of all material reports, including annual reports, and notices which a
Borrower or any of its ERISA Affiliates files with or receives from the PBGC or
the U.S. Department of Labor under ERISA with respect to a Pension Plan or for
which a Borrower has any potential material liability; and as soon as possible
and in any event within five days after a Borrower knows or has reason to know
that any Pension Plan is insolvent, or that any Reportable Event or Prohibited
Transaction has occurred with respect to any Plan or Multiemployer Plan, or that
the PBGC, or a Borrower or any ERISA Affiliate has instituted or will institute
proceedings under ERISA to terminate or withdraw from or reorganize any Pension
Plan, a certificate of a Responsible Officer of a Borrower setting forth the
details as to such insolvency, withdrawal, Reportable Event, Prohibited
Transaction or termination and the action that a Borrower has taken and proposes
to take with respect thereto;

     (h)  Proxy Statements, Etc. As soon as available, one copy of each (if any)
financial statement, report, notice or proxy statement sent by the Company to
its stockholders or other security holders generally and one copy of each (if
any) regular, periodic or special report (including, without limitation, reports
on Form 8-K), registration statement or prospectus filed by the Company with any
securities exchange or the Securities and Exchange Commission or any successor
agency;

     (i)  Insurance. Within 90 days after the end of each fiscal year of the
Borrowers, a report in form and substance reasonably satisfactory to the
Administrative Agent summarizing all material insurance coverage maintained by
the Borrowers as of the date of such report and all material insurance coverage
planned to be maintained by such Persons in the subsequent fiscal year;

     (j)  Plan Information. From time to time, as reasonably requested by the
Administrative Agent or any Lender, such books, records and other documents
relating to any Pension Plan as the Administrative Agent or any Lender shall
specify; prior to any termination, partial termination or

AMENDED AND RESTATED CREDIT AGREEMENT - Page 63

<PAGE>

[ ] merger of a Pension Plan covering employees of a Borrower or any ERISA
Affiliate, or a transfer of assets of a Pension Plan covering employees of a
Borrower or any ERISA Affiliate, written notification thereof; promptly upon a
Borrower's receipt thereof, a copy of any determination letter or advisory
opinion regarding any Pension Plan received from any Governmental Authority and
any amendment or modification thereto as may be necessary as a condition to
obtaining a favorable determination letter or advisory opinion; and promptly
upon the occurrence thereof, written notification of any action requested by any
Governmental Authority to be taken as a condition to any such determination
letter or advisory opinion;

     (k)  Applicable Margin Certificate and Applicable Commitment Fee Rate
Certificate. If applicable, concurrently with the delivery of each of the
financial statements referred to in Section 8.1(b) and within 45 days after the
end of each fiscal quarter of the Company, a certificate of a Responsible
Officer of the Borrowers showing in reasonable detail the calculation of the
Applicable Margin and the Applicable Commitment Fee Rate of the next Calculation
Date;

     (l)  Borrowing Base Report. Within 20 days after the end of each calendar
month, a Borrowing Base Report certified by a Responsible Officer of the
Borrowers;

     (m)  Management Letters. Promptly upon each receipt thereof by any Loan
Party, a copy of any management letter or other written report submitted to such
Loan Party by independent certified public accountants with respect to the
business, condition (financial or otherwise), operations, prospects or
Properties of any Loan Party;

     (n)  Reports to Other Creditors. Promptly after the furnishing thereof, a
copy of any material financial statement or other material statement or report
furnished by any Loan Party to any other party pursuant to the terms of any
indenture, loan, stock purchase or credit or similar agreement and not otherwise
required to be furnished to the Administrative Agent and the Lenders pursuant to
any other subsection of this Section 8.1;

     (o)  Notice of Material Adverse Effect. Within two Business Days after the
Borrowers become aware thereof, written notice of any matter that could
reasonably be expected to have a Material Adverse Effect;

     (p)  Environmental Assessments and Notices. Promptly after the receipt
thereof, a copy of each environmental assessment (including any analysis
relating thereto) prepared with respect to any Property of any Loan Party and
each notice sent by any Governmental Authority relating to any material failure
or alleged material failure to comply with any Environmental Law or any material
liability with respect thereto;

     (q)  Notices Under Material Contracts. Promptly after the receipt thereof
by a Borrower or any Subsidiary of a Borrower and promptly after the delivery
thereof by a Borrower or any Subsidiary of a Borrower, a copy of each written
notice delivered under any Material Contract, which notice (i) relates to any
alleged material default under or material noncompliance with or [ ] proposed

AMENDED AND RESTATED CREDIT AGREEMENT - Page 64

<PAGE>

termination of such Material Contract or (ii) otherwise relates to
any matter under any Material Contract which could reasonably be expected to
have a Material Adverse Effect;

     (r)  Accounts Receivable. As soon as available and in any event within 20
days after the end of each calendar month, an aged trial balance of all
then-existing Receivables of the Borrowers, including a written explanation with
respect to any Receivable in excess of $50,000 that is more than 90 days past
due.

     (s)  Contracts with Strategic Partners. Concurrently with the delivery of
each of the financial statements referred to in Section 8.1(a) and within 90
days after the end of each fiscal year of the Borrowers, a listing of all
Material Contracts with the strategic partners of the Borrowers, including a
description of the size, scope, pricing bases and duration of such contracts;

     (t)  Annual Budget. Concurrently with the delivery of each of the annual
and quarterly financial statements referred to in Section 8.1(a) and 8.1(b) and
within 90 days after the end of each fiscal year of the Company, an annual
budget of the Company and its Subsidiaries, presented on a quarterly basis,
including a description of significant assumptions pertinent thereto;

     (u)  Quarterly Report as to Key Business Statistics. Reports as to key
business and operational statistics of the Borrowers as the Administrative Agent
may reasonably request from time to time; and

     (v)  General Information. Promptly, such other business, financial,
corporate affairs and other similar information concerning the Loan Parties
and/or the Collateral as the Administrative Agent may from time to time
reasonably request.

     Section 8.2    Maintenance of Existence; Conduct of Business. The Borrowers
will, and will cause each Loan Party to, preserve and maintain its entity
existence and all of its leases, privileges, Licenses, Permits, franchises,
qualifications, Intellectual Property, intangible Property and contract and
other rights that are necessary in the ordinary conduct of its business except
to the extent that failure to so preserve and maintain such could not reasonably
be expected to have a Material Adverse Effect. The Borrowers will, and will
cause each Loan Party to, conduct its business in an orderly and efficient
manner in accordance with good business practices.

     Section 8.3    Maintenance of Properties and Permits. The Borrowers will,
and will cause each Loan Party to, maintain, keep and preserve all of its
Properties and Permits necessary in the proper conduct of its businesses in good
repair, working order and condition (ordinary wear and tear excepted) and make
all necessary repairs, renewals and replacements and improvements thereof.

     Section 8.4    Taxes and Claims. The Borrowers will, and will cause each
Loan Party to, pay or discharge before becoming delinquent (a) all taxes,
levies, assessments and governmental charges imposed on it or its income or
profits or any of its Property and (b) all lawful claims for labor, material and
supplies, which, if unpaid, might become a Lien upon any of its Property;
provided, however, that neither the Borrowers nor any Loan Party shall be
required to pay or

AMENDED AND RESTATED CREDIT AGREEMENT - Page 65

<PAGE>

[ ] discharge any tax, levy, assessment or governmental charge, or claim for
labor, material or supplies, whose amount, applicability or validity is being
contested in good faith by appropriate proceedings being diligently pursued and
for which adequate reserves have been established under GAAP.

     Section 8.5    Insurance.

     (a)  The Borrowers will, and will cause each Loan Party to, keep insured by
financially sound and reputable insurers all Property of a character usually
insured by responsible entities engaged in the same or a similar business
similarly situated against loss or damage of the kinds and in the amounts
customarily insured against by such corporations or entities and carry such
other insurance as is usually carried by such corporations or entities, provided
that in any event the Borrowers and the other Loan Parties will maintain:

          (i)   Property Insurance. Insurance against loss or damage covering
     substantially all of the tangible real and personal Property and
     improvements of such Person by reason of any Peril (as defined below) in
     such amounts (subject to any deductibles as shall be satisfactory to the
     Administrative Agent) as shall be reasonable and customary and sufficient
     to avoid the insured named therein from becoming a co-insurer of any loss
     under such policy, but in any event in such amounts as are reasonably
     available as determined by the Borrowers' independent insurance broker
     reasonably acceptable to the Administrative Agent.

          (ii)  Automobile Liability Insurance for Bodily Injury and Property
     Damage. Insurance in respect of all vehicles (whether owned, hired or
     rented by such Person) at any time located at, or used in connection with,
     its Properties or operations against liabilities for bodily injury and
     Property damage in such amounts as are then customary for vehicles used in
     connection with similar Properties and businesses, but in any event to the
     extent required by applicable law.

          (iii) Comprehensive General Liability Insurance. Insurance against
     claims for bodily injury, death or Property damage occurring on, in or
     about the Property (and adjoining streets, sidewalks and waterways) of such
     Person, in such amounts as are then customary for Property similar in use
     in the jurisdictions where such Properties are located.

          (iv)  Worker's Compensation Insurance. Worker's compensation insurance
     (including employers' liability insurance) to the extent required by
     applicable law, which may be self-insurance to the extent permitted by
     applicable law.

Without limiting the generality of the foregoing, the Borrowers shall purchase
and maintain in effect all-risk, property and casualty insurance (including
casualty insurance covering earthquake and flood damage if required) reasonably
acceptable and in amounts reasonably acceptable to the Administrative Agent and
liability insurance covering the operations of the Borrowers. All insurance
shall be written by financially responsible companies selected by the applicable
Loan Party and having an A.M. Best Rating of "A-" or better and being in a
financial size category of "VI" or larger, or by other companies reasonably
acceptable to the Administrative Agent. Each policy referred to in

AMENDED AND RESTATED CREDIT AGREEMENT - Page 66

<PAGE>

this Section 8.5 shall name the Administrative Agent (for the benefit of itself
and the other Lenders) as loss payee (with respect to casualty insurance
policies) and additional insured (with respect to liability insurance policies)
and shall provide that it will not be canceled, amended or reduced except after
not less than 30 days' prior written notice to the Administrative Agent and
shall also provide that the interests of the Administrative Agent and the
Lenders shall not be invalidated by any act or negligence of any Loan Party. The
Borrowers will advise the Administrative Agent promptly of any policy
cancellation, reduction or material amendment. For purposes hereof, the term
"Peril" shall mean, collectively, fire, lightning, flood, windstorm, hail,
explosion, riot and civil commotion, vandalism and malicious mischief, damage
from aircraft, vehicles and smoke and other perils covered by the "all-risk"
endorsement then in use in the jurisdictions where the Properties of the Loan
Parties are located.

     (b)  The Borrowers will cause each Insurance Recovery (other than any
portion of an Insurance Recovery payable to a landlord to repair or replace
Property leased by the Borrowers or any of its Subsidiaries) payable by any
insurance company to be deposited promptly with the Administrative Agent as
security for the Obligations if a Default has then occurred and is continuing,
and will pay all Insurance Recoveries to the Administrative Agent for
application against the Obligations if and to the extent required in accordance
with Section 2.7(a).

     (c)  If a Default shall have occurred and be continuing, the Borrowers will
cause all proceeds of insurance paid on account of the loss of or damage to any
Property of the Borrowers or any of its Subsidiaries and all awards of
compensation for any Property of a Borrower or any of its Subsidiaries taken by
condemnation or eminent domain to be paid directly to the Administrative Agent
to be applied against or held as security for the Obligations, at the election
of the Administrative Agent and the Required Lenders.

     Section 8.6    Inspection Rights. The Borrowers will, and will cause each
of the Loan Parties to, permit representatives and agents of the Administrative
Agent and the Lenders, during normal business hours and upon reasonable notice
to the Borrowers, to examine, copy and make extracts from its books and records,
to visit and inspect its Properties and to discuss its business, operations and
financial condition with its officers and independent certified public
accountants. The Borrowers will authorize, and will cause each of the Loan
Parties to authorize, its accountants to comply with this Section 8.6. The
Administrative Agent or its representatives may, at any time and from time to
time at the Borrowers' expense, conduct field exams for such purposes as the
Administrative Agent may reasonably request. The Lender expects that such field
exams will be performed twice per calendar year.

     Section 8.7    Keeping Books and Records. The Borrowers will, and will
cause each of the Loan Parties to, maintain appropriate books of record and
account in accordance with GAAP consistently applied in which true, full and
correct entries will be made of all their respective dealings and business
affairs. If any changes in accounting principles from those used in the
preparation of the financial statements referenced in Section 8.1 are hereafter
required or permitted by GAAP and are adopted by the Borrowers with the
concurrence of its independent certified public accountants and such changes in
GAAP result in a change in the method of calculation or the

AMENDED AND RESTATED CREDIT AGREEMENT - Page 67

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interpretation of any of the covenants, standards or terms contained in this
Agreement, the Borrowers and the Required Lenders agree to amend any such
affected terms and provisions so as to reflect such changes in GAAP with the
result that the criteria for evaluating the financial condition or performance
of the Loan Parties shall be the same after such changes in GAAP as if such
changes in GAAP had not been made.

     Section 8.8    Compliance with Laws. The Borrowers will, and will cause
each of the Loan Parties to, comply with all Governmental Requirements
applicable to the operation of its business, except for instances of
noncompliance that could not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect.

     Section 8.9    Compliance with Agreements. The Borrowers will, and will
cause each of the Loan Parties to, comply with all agreements, documents and
instruments binding on it or affecting its Properties or business, including,
without limitation, all Material Contracts, except for instances of
noncompliance that could not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect.

     Section 8.10   Further Assurances. The Borrowers will execute and deliver
and will cause each of the Loan Parties to execute and deliver such further
agreements, documents and instruments (including, without limitation, financing
statements and amendments to financing statements specifying each item of the
Collateral and the serial number therefor) and take such further actions as may
be reasonably requested by the Administrative Agent to carry out the terms and
provisions and purposes of this Agreement and the other Loan Documents, to
evidence the Obligations and to create, preserve, maintain and perfect the Liens
of the Administrative Agent for the benefit of itself and the Lenders in and to
the Collateral and the required priority of such Liens.

     Section 8.11   ERISA. The Borrowers will, and will cause each of its ERISA
Affiliates to, comply with all minimum funding requirements and all other
material requirements of ERISA so as not to give rise to any material liability
thereunder.

     Section 8.12   Non-Consolidation. The Borrowers will, and will cause each
other Loan Party to: (a) maintain entity records and books of account separate
from those of any other entity which is an Affiliate of such Loan Party; (b) not
commingle its funds or assets with those of any other entity which is an
Affiliate of such Loan Party; and (c) provide that its board of directors or
other analogous governing body will hold all appropriate meetings to authorize
and approve such Person's entity actions, which meetings will be separate from
those of other Loan Parties.

     Section 8.13   Trade Accounts Payable. The Borrowers will, and will cause
each other Loan Party to, pay all trade accounts payable before the same become
more than 90 days past due, except (a) trade accounts payable contested in good
faith or (b) trade accounts payable in an aggregate amount not to exceed
$1,000,000 at any time outstanding and with respect to which no proceeding to
enforce collection has been commenced or, to the knowledge of the Borrowers,
threatened.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 68

<PAGE>

     Section 8.14   Delivery of Certain Amendments and Material Contracts. The
Borrowers will, and will cause each other Loan Party to, promptly deliver to the
Administrative Agent any amendment, modification or supplement to (a) the
articles of incorporation, articles of organization, bylaws, regulations or
other constitutional documents of the Borrowers or any other Loan Party, (b) any
Material Contract to which it is a party or any License or Permit which it
possesses. The Borrowers will, and will cause each of its Subsidiaries to,
deliver to the Administrative Agent, promptly after such Material Contract comes
into existence, a true and correct copy of each Material Contract in existence
which is not identified on Schedule 7.21.

     Section 8.15   Management. The Company shall retain its current chief
executive officer and its current chief financial officer or, in the event of
the termination of employment of either such person, shall replace such
individual with an individual having qualifications reasonably satisfactory to
the Required Lenders.

                                    ARTICLE 9

                               Negative Covenants

     The Borrowers covenant and agree that, as long as the Obligations or any
part thereof are outstanding or any Lender has any Commitment hereunder, it will
perform and observe, or cause to be performed and observed, the following
covenants:

     Section 9.1    Debt. The Borrowers will not, and will not permit any
Subsidiary of a Borrower to, incur, create, assume or permit to exist any Debt,
except:

     (a)  Debt to the Lenders and the Issuing Bank pursuant to the Loan
Documents;

     (b)  unsecured Debt under Interest Rate Protection Agreements entered into
for purposes of fixing the rate of interest on variable rate Debt of the
Borrowers in a maximum amount of the amount of Debt of the Borrowers bearing
interest at a variable rate; provided, however, that Debt thereunder may be
secured if such Debt constitutes a part of the Obligations;

     (c)  (i) existing Debt in the principal amounts and as otherwise described
on Schedule 7.10 hereto and renewals, extensions or refinancings of such Debt
which do not increase the outstanding principal amount of such Debt, which do
not shorten the maturity of any principal of such Debt and the terms and
provisions of which are not materially more onerous than the terms and
conditions of such Debt on the Closing Date, (ii) purchase money Debt (including
Capital Lease Obligations) secured by purchase money Liens, which Debt and Liens
are permitted under and meet all of the requirements of clause (g) of the
definition of Permitted Liens contained in Section 1.1.

     (d)  liabilities of the Borrowers in respect of unfunded vested benefits
under any Plan if and to the extent that the existence of such liabilities will
not constitute, cause or result in a Default.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 69

<PAGE>

     Section 9.2    Limitation on Liens. The Borrowers will not, and will not
permit any Subsidiary of a Borrower to, incur, create, assume or permit to exist
any Lien upon any of its Property or revenues, whether now owned or hereafter
acquired, except Permitted Liens and will not enter into any negative pledge or
similar arrangement in favor of other creditors (other than such negative pledge
or similar arrangement under purchase money Debts and Capital Lease Obligations
with respect to the assets financed or secured thereby).

     Section 9.3    Mergers, Etc. The Borrowers will not, and will not permit
its Subsidiaries to, (a) become a party to a merger or consolidation, (b)
wind-up, dissolve or liquidate itself, or (c) purchase or acquire all or a
material or substantial part of the business or Properties of any Person;
provided, however, that any Subsidiary of a Borrower may merge with and into
such Borrower or a Wholly-Owned Subsidiary of such Borrower if such Borrower or
a Wholly-Owned Subsidiary of such Borrower is the surviving entity in such
merger, provided that no consideration is given by the surviving entity in such
merger other than the issuance of any Capital Stock of the surviving entity. The
surviving entity in any such merger shall ratify the Guaranty, the Security
Documents and other indebtedness, liabilities and obligations of the
non-surviving entity under the Loan Documents.

     Section 9.4    Restricted Payments. The Borrowers will not, and will not
permit any Subsidiary of a Borrower to, make any Restricted Payments, except:

     (a)  subject to the subordination provisions relating thereto, the
Borrowers may make regularly scheduled payments of interest accrued or principal
owing on any Subordinated Debt if and to the extent (but only if and to the
extent) permitted by the express terms of the Subordinated Debt Documents
governing such Subordinated Debt, which terms have been expressly approved in
writing by the Administrative Agent;

     (b)  Subsidiaries of the Company may make Restricted Payments to the
          Company;

     (c)  the Borrowers may make temporary loans or advances to employees,
          officers and directors of the Loan Parties in the ordinary course of
          business; and

     (d)  Restricted Payments relating to (i) the one-time repurchase of Capital
          Stock expressly approved in writing by the Administrative Agent
          including the approved one-time repurchase of Capital Stock worth
          $3,000,000.00 presently contemplated by the Company; and (ii) that
          certain Promissory Note to Gregory Pratt.

provided, however, that no Restricted Payments may be made pursuant to clause
(a) or (b) preceding if a Default exists at the time of such Restricted Payment
or would result therefrom.

     Section 9.5    Investments. The Borrowers will not, and will not permit any
Subsidiary of a Borrower to, make or permit to remain outstanding any advance,
loan, extension of credit or capital contribution to or investment in any
Person, or purchase or own any stock, bonds, notes, debentures or other
securities of any Person, or be or become a joint venturer with or partner of
any Person (all such transactions being herein called "Investments"), except:

AMENDED AND RESTATED CREDIT AGREEMENT - Page 70

<PAGE>

     [ ]  (a) Investments in obligations or securities received in settlement of
debts (created in the ordinary course of business) owing to the Borrowers or
another Loan Party;

     (b)  existing Investments identified on Schedule 9.5 hereto;

     (c)  Investments in securities issued or guaranteed by the U.S. or any
agency thereof with maturities of one year or less from the date of acquisition;

     (d)  Investments in certificates of deposit and LIBOR time deposits with
maturities of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case with any Lender or with any domestic commercial bank
having capital and surplus in excess of $500,000,000;

     (e)  Investments in repurchase obligations with a term of not more than
seven days for securities of the types described in clause (c) preceding with
any Lender or with any domestic commercial bank having capital and surplus in
excess of $500,000,000;

     (f)  Investments in commercial paper of a domestic issuer rated A-1 or
better or P-1 or better by Standard & Poor's Corporation or Moody's Investors
Services, Inc., respectively, maturing not more than 270 days from the date of
acquisition;

     (g)  (i) Investments (other than Intercompany Debt referred to in clause
(h) below) by the Borrowers in their Subsidiaries existing on the Closing Date
or required to occur in accordance with this Agreement, (ii) additional
Investments by the Borrowers in their Subsidiaries made after the Closing Date,
and (iii) Investments in joint ventures which, together with intercompany Debt
referred to in clause (h) below, does not exceed $2,500,000 in aggregate amount
at any time outstanding;

     (h)  Intercompany Debt, provided that payment of such Debt shall be fully
subordinated to the Obligations pursuant to terms and provisions approved by the
Administrative Agent in writing and that no Event of Default shall occur or
result from such Intercompany Debt;

     (i)  Interest Rate Protection Agreements entered into in compliance with
Section 9.1(b);

     (j)  temporary loans or advances to employees, officers and directors of
the Loan Parties in the ordinary course of business and notes receivable from
employees and officers in respect of the exercise of options to purchase Capital
Stock of the Company under stock option or grant plans approved by the Board of
the Company; and

(k)  Acquistions of any Person or the assets of any Person made without
utilizing the proceeds of an Advance hereunder;

provided, however, that no Investments may be made by the Borrowers pursuant to
clauses (g), (h), (k) or (l) preceding if a Default exists at the time of such
Investment or would result therefrom.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 71

<PAGE>

[ ]

     Section 9.6    Limitation on Issuance of Capital Stock. The Borrowers will
not permit any of its Subsidiaries to, at any time issue, sell, assign or
otherwise dispose of (a) any of its Capital Stock, (b) any securities
exchangeable for or convertible into or carrying any rights to acquire any of
its Capital Stock, or (c) any option, warrant or other right to acquire any of
its Capital Stock, in each case to any Person other than the Borrowers. All such
Capital Stocks, securities, options, warrants and other rights issued, sold,
assigned or disposed of shall be, and shall continue to be, subject to a first
priority Lien in favor of the Administrative Agent as security for the payment
and performance of the Obligations.

     Section 9.7    Transactions with Affiliates. The Borrowers will not, and
will not permit any Subsidiary of a Borrower to, enter into any transaction,
including, without limitation, the purchase, sale or exchange of Property or the
rendering of any service, with any Affiliate of a Borrower except in the
ordinary course of and pursuant to the reasonable requirements of such
Borrower's or such Subsidiary's business and upon fair and reasonable terms no
less favorable to such Borrower or such Subsidiary than would be obtained in a
comparable arms-length transaction with a Person not an Affiliate of such
Borrower; provided, however, that transactions between or among the Borrowers
and such Subsidiaries and Affiliates may be on terms more favorable to the
Borrowers than would be obtained in a comparable arms-length transaction with a
Person not an Affiliate of the Borrowers.

     Section 9.8    Disposition of Property. The Borrowers will not, and will
not permit any Subsidiary of a Borrower to, sell, lease, assign, transfer or
otherwise dispose of any of its Property, except (subject to the succeeding
proviso):

     (a)  dispositions of Inventory (other than equipment) in the ordinary
course of business, and expenditures of money (including, without limitation,
money held in deposit accounts) made in the ordinary course of business or for
the purpose of making Restricted Payments expressly permitted in accordance with
this Agreement or Investments expressly permitted in accordance with this
Agreement;

     (b)  Asset Dispositions of Property, other than accounts and Receivables,
by the Borrowers made in the ordinary course of business if each of the
following conditions have been satisfied: (i)(A) the Net Proceeds from any
single Asset Disposition or series of related Asset Dispositions in any fiscal
year do not exceed $500,000 and (B) the Borrowers or their Subsidiaries (as
applicable) receives fair consideration for such assets and (ii) no Default
exists at the time of or will result from such Asset Disposition;

     (c)  Asset Dispositions of Property, other than equipment, accounts and
Receivables, by a Borrower or a Subsidiary to any Wholly-Owned Subsidiary of
such Borrower if each of the following conditions have been satisfied: (i) the
assets sold, disposed of or otherwise transferred to a Wholly-Owned Subsidiary
of a Borrower shall continue to be subject to a perfected, first priority Lien
(except for Permitted Liens, if any, which are expressly permitted by the Loan
Documents to have priority over the Liens in favor of the Administrative Agent)
in favor of the Administrative

AMENDED AND RESTATED CREDIT AGREEMENT - Page 72

<PAGE>

[ ] Agent and the Lenders, and (ii) no Default exists at the time of or will
result from such Asset Disposition; and

     (d)  dispositions of Property no longer used or useful in the ordinary
course of business, including, without limitation, dispositions of equipment
being exchanged or replaced with comparable or better equipment.

     Section 9.9    Sale and Leaseback. The Borrowers will not, and will not
permit any Subsidiary of a Borrower to, enter into any arrangement with any
Person pursuant to which it leases from such Person real or personal Property
that has been or is to be sold or transferred, directly or indirectly, by it to
such Person.

     Section 9.10   Lines of Business. The Borrowers will not, and will not
permit any Subsidiary of a Borrower to, engage in any business other than
information technology consulting, e-commerce, staff augmentation, outsourcing,
health care software development and design and construction of technical
control room interiors.

     Section 9.11   Environmental Protection. The Borrowers will not, and will
not permit any Loan Party to, (a) use (or permit any tenant to use) any of its
Properties for the handling, processing, storage, transportation or disposal of
any Hazardous Material except in compliance with applicable Environmental Laws,
(b) generate any Hazardous Material except in compliance with applicable
Environmental Laws, (c) conduct any activity that is likely to cause a Release
or threatened Release of any Hazardous Material in violation of any
Environmental Law, or (d) otherwise conduct any activity or use any of its
Properties in any manner, that violates or is likely to violate any
Environmental Law or create any Environmental Liabilities for which a Borrower
or any Loan Party would be responsible, except for circumstances or events
described in clauses (a) through (d) preceding that could not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.

     Section 9.12   Intercompany Transactions. Except as may be expressly
permitted or required by the Loan Documents, the Borrowers will not, and will
not permit any Loan Party to, create or otherwise cause or permit to exist or
become effective any consensual encumbrance or restriction of any kind on the
ability of any Loan Party to (a) pay dividends or make any other distribution to
the Borrowers or any of their Subsidiaries in respect of such Subsidiary's
Capital Stock or with respect to any other interest or participation in, or
measured by, its profits, (b) pay any indebtedness owed to the Borrowers or any
of their Subsidiaries, (c) make any loan or advance or capital contribution to
the Borrowers or any of their Subsidiaries, (d) sell, lease or transfer any of
its Property to the Borrowers or any of their Subsidiaries, (e) comply with the
terms and provisions of Section 8.18, or (f) grant any Lien on any of its or
their Properties.

     Section 9.13   Management Fees. Except as set forth on Schedule 9.13, the
Borrowers and their Subsidiaries shall not pay any management fees.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 73

<PAGE>

     [ ] Section 9.14 Modification of Certain Agreements. The Borrowers will
not, and will not permit any Loan Party to, consent to or implement any
termination, amendment, modification, supplement or waiver of (a) the articles
of incorporation, articles of organization, bylaws, regulations or other
constitutional documents of the Borrowers or any other Loan Party or (b) any
Material Contract to which it is a party, or any License or Permit which it
possesses; provided, however, that the Loan Parties may amend or modify (i) the
documents referred to in clause (a) preceding if and to the extent that such
amendment or modification is not substantive or material and could not be
adverse to any Loan Party, the Administrative Agent or any Lender, provided,
however, that none of such documents referred to in clause (a) preceding may be
amended or modified as they relate to, in any way, any capital contribution to
the Borrowers or any obligation or agreement relating thereto, and (ii) the
Material Contracts referred to in clause (b) preceding if and to the extent that
such amendment or modification could not reasonably be expected to be materially
adverse to any Loan Party, the Administrative Agent or any Lender.

     Section 9.15   ERISA. The Borrowers will not, and will not permit any Loan
Party to:

     (a)  allow, or take (or permit any ERISA Affiliate to take) any action
which would cause, any unfunded or unreserved liability for benefits under any
Plan (exclusive of any Multiemployer Plan) to exist or to be created that
exceeds $500,000 with respect to any such Plan or $1,000,000 with respect to all
such Plans in the aggregate on either a going concern or a wind-up basis; or

     (b)  with respect to any Multiemployer Plan, allow, or take (or permit any
ERISA Affiliate to take) any action which would cause, any unfunded or
unreserved liability for benefits under any Multiemployer Plan to exist or to be
created, either individually as to any such Plan or in the aggregate as to all
such Plans, that could, upon any partial or complete withdrawal from or
termination of any such Multiemployer Plan or Plans, have a Material Adverse
Effect.

     Section 9.16   No Prepayment of Debt, Etc. The Borrowers will not, and will
not permit any Subsidiary of a Borrower to, directly or indirectly, make any
optional prepayment or distribution on account of, or voluntarily purchase,
acquire, redeem or retire, any Debt, prior to 30 days before its originally
stated maturity (or its stated maturity as of the Closing Date in the case of
Debt outstanding on the Closing Date), or in the case of interest, its stated
due date, or directly or indirectly become obligated to do any of the foregoing
by amending the terms thereof or otherwise, except for:

     (a)  prepayments of the Loans or other Obligations pursuant to or as
permitted by the Loan Documents;

     (b)  prepayments made with the proceeds of new Debt incurred for the
purpose of refinancing the Debt being prepaid, provided that (i) no portion of
such new Debt matures or is required to be prepaid, purchased or otherwise
retired earlier than the corresponding portion of the Debt being prepaid
(including as a result of any prepayment or redemption upon the occurrence of a
condition), (ii) such new Debt (A) is subordinated to the Obligations to at
least the same extent as the Debt being refinanced if such Debt is subordinated
debt or (B) is permitted in accordance with this

AMENDED AND RESTATED CREDIT AGREEMENT - Page 74

<PAGE>

[ ] Agreement, and (iii) no Default or Event of Default then exists or would
result from such prepayment or refinancing; and

     (c)  prepayments of trade payables incurred in the ordinary course of the
Borrower's or any Subsidiary's business and not overdue by more than 120 days.

In addition, the Borrowers will not, and will not permit any Subsidiary of a
Borrower to, prepay any rent or other obligations under any operating lease or
any other Material Contract prior to 90 days before the originally stated due
date therefor (or the due date therefor as of the Closing Date in the case of
operating leases on Material Contracts in existence on the Closing Date).

                                   ARTICLE 10

                               Financial Covenants

     Section 10.1   Minimum Net Worth. The Company and its Consolidated
Subsidiaries will, (i) for the fiscal quarter ended December 31, 2002, maintain
Net Worth in an amount not less than $32,500,000; (ii) for the fiscal quarter
ended March 31, 2003, maintain Net Worth in an amount not less than $30,800,000;
(iii) for the fiscal quarter ended June 30, 2003, maintain Net Worth in an
amount not less than $31,300,000; (iv) for the fiscal quarter ended September
30, 2003 and each fiscal quarter thereafter, maintain Net Worth in an amount not
less than $31,300,000 plus (b) 75% of each quarter's Net Income, if positive
(with no reduction for losses), plus (c) 100% of all Net Proceeds of each Equity
Issuance which occurs after the Closing Date.

     Section 10.2   Fixed Charge Coverage (Available Cash Flow/Consolidated
Fixed Charges) and Deferral Thereof. Beginning with the fiscal quarter ended
September 30, 2003, and continuing through December 31, 2003, the Company will
not permit the ratio of (a) Available Cash Flow measured on a year to date
annualized basis to (b) Consolidated Fixed Charges measured on a year to date
annualized basis to be less than 1.00 to 1.00. Beginning with the four fiscal
quarters ended March 31, 2004, and continuing on a rolling four quarter basis,
the Company will not permit the ratio of (a) Available Cash Flow at the end of
any fiscal quarter for the period of the four prior fiscal quarters to (b)
Consolidated Fixed Charges for the four fiscal quarter period ending on such
date to be less than 1.20 to 1.00.

     Section 10.3   Operating Leverage (Funded Debt/EBITDA) and Deferral
Thereof. Beginning with the fiscal quarter ended September 30, 2003, the Company
will not permit the ratio of (a) Funded Debt outstanding at the end of any of
the fiscal quarter to (b) EBITDA at the end of such fiscal quarter for the
period of the four prior fiscal quarters, to exceed 2.75 to 1.00.

     Section 10.5   Minimum Quarterly EBITDA. For the fiscal quarter ended
December 31, 2002, the Company shall maintain EBITDA of at least $300,000.00.
For the fiscal quarter ended March 31, 2003, the Company shall maintain EBITDA
of at least $1,570,000.00. For the fiscal quarter ended June 30, 2003, the
Company shall maintain EBITDA of at least $1,580,000.00. For the fiscal quarter
ended September 30, 2003, the Company shall maintain EBITDA of at least

AMENDED AND RESTATED CREDIT AGREEMENT - Page 75

<PAGE>

[ ] $2,110,000.00. For the fiscal quarter ended December 31, 2003, the Company
shall maintain EBITDA of at least $2,340,000.00.

                                   ARTICLE 11

                                     Default

     Section 11.1   Events of Default. Each of the following shall be deemed an
"Event of Default":

     (a)  (i) The Borrowers shall fail to pay, repay or prepay when due, any
amount of principal or interest owing to the Administrative Agent or any Lender
pursuant to this Agreement or any other Loan Document, or (ii) the Borrowers
shall fail to pay, within five Business Days after notice from Administrative
Agent of the due date thereof, any fee, expense or other amount or other
Obligation owing to the Administrative Agent or any Lender pursuant to this
Agreement or any other Loan Document.

     (b)  Any representation or warranty made or deemed made by or on behalf of
any Loan Party in any Loan Document or in any certificate, report, notice or
financial statement furnished at any time in connection with this Agreement or
any other Loan Document shall be false, misleading or erroneous in any material
respect when made or deemed to have been made and, in the case of any
certificate, report or notice if the same shall not be corrected within seven
days of notice from the Administrative Agent.

     (c)  Any Loan Party shall fail to perform, observe or comply with any
covenant, agreement or term contained in Section 5.1, 8.1(f), 8.2, 8.14, Article
9 or Article 10; any Loan Party shall fail to perform, observe or comply with
any covenant, agreement or term contained in Article 5 or Section 8.1, 8.3, 8.5,
8.6, 8.7, 8.8, 8.9, 8.10, 8.13 or 8.15, and such failure is not remedied or
waived within ten days after a Loan Party has notice of such failure; or any
Loan Party shall fail to perform, observe or comply with any other covenant,
agreement or term contained in this Agreement or any other Loan Document (other
than covenants to pay the Obligations) and such failure is not remedied or
waived within the earlier to occur of 30 days after such failure commenced or,
if a different grace period is expressly made applicable in such other Loan
Documents, such applicable grace period.

     (d)  Any Loan Party ceases to be Solvent (giving effect to any
contributions made, or available to be made from the financial resources of the
Company, by the Company to such Loan Party or contribution agreements between
the Company and such Loan Party) or shall admit in writing its inability to, or
be generally unable to, pay its debts as such debts become due.

     (e)  Any Loan Party shall (i) apply for or consent to the appointment of,
or the taking of possession by, a receiver, custodian, trustee, liquidator or
administrator of itself or of all or a substantial part of its Property, (ii)
admit in writing its inability to, or be generally unable to, pay its

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<PAGE>

[ ] debts as such debts become due, subject to any applicable grace periods,
(iii) make a general assignment for the benefit of its creditors, (iv) commence
a voluntary case under the United States Bankruptcy Code (as now or hereafter in
effect, the "Bankruptcy Code"), (v) file a petition seeking to take advantage of
any other law providing for the relief of debtors or relating to bankruptcy,
insolvency, reorganization, liquidation, dissolution, arrangement or winding up,
or composition or readjustment of debts, (vi) fail to controvert in a timely or
appropriate manner, or acquiesce in writing to, any petition filed against it in
an involuntary case under the Bankruptcy Code or other applicable Governmental
Requirement, (vii) dissolve, or (viii) take any entity action for the purpose of
effecting any of the foregoing.

     (f)  A proceeding or case shall be commenced, without the application or
consent of any Loan Party, in any court of competent jurisdiction, seeking (i)
the liquidation, reorganization, dissolution, arrangement, winding up, or
composition or readjustment of its debts, (ii) the appointment of a trustee,
receiver, custodian, examiner, liquidator, administrator or the like of it or of
all or any substantial part of its Property, or (iii) similar relief in respect
of it, under any law providing for the relief of debtors or relating to
bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or
winding up, or composition or readjustment of debts, and such proceeding or case
shall continue undismissed, or an order, judgment or decree approving or
ordering any of the foregoing shall be entered and continue unstayed and in
effect, for a period of 60 or more days; or an order for relief shall be entered
in an involuntary case under the Bankruptcy Code against any Loan Party and
shall continue unstayed and in effect for any period of 60 consecutive days.

     (g)  Any Loan Party shall fail to discharge within a period of 30 days
after the commencement thereof any attachment, sequestration, forfeiture or
similar proceeding or proceedings involving an aggregate amount in excess of
$500,000 against any of its Properties.

     (h)  A final judgment or judgments for the payment of money in excess of
$1,000,000 in the aggregate shall be rendered by a court or courts against any
Loan Party on claims not covered by insurance and the same shall not be
discharged, bonded or a stay of execution thereof shall not be procured, within
30 days from the date of entry thereof and any Loan Party shall not, within said
period of 30 days, or such longer period during which execution of the same
shall have been stayed, appeal therefrom and cause the execution thereof to be
stayed during such appeal.

     (i)  Any Loan Party shall fail to pay when due any principal of or interest
on any Debt of such Loan Party (other than the Obligations) having (either
individually or in the aggregate) a principal amount of at least $250,000 or the
maturity of any such Debt shall have been accelerated, or any such Debt shall
have been required to be prepaid prior to the stated maturity thereof, or any
event shall have occurred (and shall not have been waived or otherwise cured)
that permits (or, with the giving of notice or lapse of time or both, would
permit) any holder or holders of such Debt or any Person acting on behalf of
such holder or holders to accelerate the maturity thereof or require any such
prepayment.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 77

<PAGE>

     [ ] (j) This Agreement or any other Loan Document shall cease to be in full
force and effect or shall be declared null and void or the validity or
enforceability thereof shall be contested or challenged by any Loan Party or any
Loan Party shall deny that it has further liability or obligation under any of
the Loan Documents; or any Lien created or purported to be created by the Loan
Documents shall for any reason cease to be or fail to be a valid, first priority
perfected Lien upon any of the Collateral purported to be covered thereby.

     (k)  Any of the following events shall occur or exist with respect to any
Loan Party or any ERISA Affiliate: (i) any Prohibited Transaction involving any
Plan; (ii) any Reportable Event with respect to any Pension Plan; (iii) the
filing under Section 4041 of ERISA of a notice of intent to terminate any
Pension Plan or the termination of any Pension Plan; (iv) any event or
circumstance that could reasonably be expected to constitute grounds entitling
the PBGC to institute proceedings under Section 4042 of ERISA for the
termination of, or for the appointment of a trustee to administer, any Pension
Plan, or the institution by the PBGC of any such proceedings; (v) any
"accumulated funding deficiency" (as defined in Section 302 of ERISA or Section
412 of the Code), whether or not waived, shall exist with respect to any Pension
Plan; or (vi) complete or partial withdrawal under Section 4201 or 4204 of ERISA
from a Multiemployer Plan or the reorganization, insolvency or termination of
any Pension Plan; and in each case above, such event or condition, together with
all other events or conditions, if any, have subjected or could in the
reasonable opinion of Required Lenders subject any Loan Party or any ERISA
Affiliate to any tax, penalty or other liability to a Plan, a Multiemployer
Plan, the PBGC or otherwise (or any combination thereof) which in the aggregate
exceed or could reasonably be expected to exceed $500,000.

     (l)  The occurrence of any Material Adverse Effect.

     (m)  The occurrence of any Change in Control.

     Section 11.2   Remedies. If any Event of Default shall occur and be
continuing, the Administrative Agent may and, if directed by the Required
Lenders, the Administrative Agent shall do any one or more of the following:

     (a)  Acceleration. Declare all outstanding principal of and accrued and
unpaid interest on the Loans and all other amounts payable by the Borrowers
under the Loan Documents immediately due and payable, and the same shall
thereupon become immediately due and payable, without notice, demand,
presentment, notice of dishonor, notice of acceleration, notice of intent to
accelerate, protest or other formalities of any kind, all of which are hereby
expressly waived by the Borrowers;

     (b)  Termination of Commitments. Terminate each of the Commitments without
notice to the Borrowers;

     (c)  Judgment. Reduce any claim to judgment;

AMENDED AND RESTATED CREDIT AGREEMENT - Page 78

<PAGE>

     [ ](d) Foreclosure. Foreclose or otherwise enforce any Lien granted to
the Administrative Agent for the benefit of the Administrative Agent and the
Lenders to secure payment and performance of the Obligations in accordance with
the terms of the Loan Documents; or

     (e)  Rights. Exercise any and all rights and remedies afforded by the laws
of the Commonwealth of Virginia, the State of Maryland or any other
jurisdiction, by any of the Loan Documents, by equity or otherwise; provided,
however, that upon the occurrence of an Event of Default under Section 11.1(e)
or Section 11.1(f), the Commitments of all of the Lenders shall immediately and
automatically terminate, and the outstanding principal of and accrued and unpaid
interest on the Loans and all other amounts payable by the Borrowers under the
Loan Documents shall thereupon become immediately and automatically due and
payable, without notice, demand, presentment, notice of dishonor, notice of
acceleration, notice of intent to accelerate, protest or other formalities of
any kind, all of which are hereby expressly waived by the Borrowers.

     Section 11.3   Performance by the Administrative Agent, etc.. If the
Borrowers shall fail to perform any covenant or agreement in accordance with the
terms of the Loan Documents, the Administrative Agent may perform or attempt to
perform, or may cause any Lender (with the consent of such Lender) to perform or
attempt to perform, such covenant or agreement on behalf of the Borrowers. In
such event, the Borrowers shall, at the request of the Administrative Agent,
promptly pay any amount expended by the Administrative Agent or the Lenders in
connection with such performance or attempted performance to the Administrative
Agent at its Principal Office, together with interest thereon at the applicable
Default Rate from and including the date of such expenditure to but excluding
the date such expenditure is paid in full. Notwithstanding the foregoing, it is
expressly agreed that neither the Administrative Agent nor any Lender shall have
any liability or responsibility for the performance of any obligation of the
Borrowers or any other Person under this Agreement or any of the other Loan
Documents.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 79

<PAGE>

[ ]
                                   ARTICLE 12

                            The Administrative Agent

     Section 12.1   Appointment, Powers and Immunities. Each Lender hereby
irrevocably appoints and authorizes the Administrative Agent to act as its agent
hereunder and under the other Loan Documents with such powers as are
specifically delegated to the Administrative Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto. Neither the Administrative Agent nor any of its
Affiliates, officers, directors, employees, attorneys or agents shall be liable
for any action taken or omitted to be taken by any of them hereunder or
otherwise in connection with this Agreement or any of the other Loan Documents
except for its or their own gross negligence or willful misconduct. Without
limiting the generality of the preceding sentence, the Administrative Agent (a)
may treat the payee of any Note as the holder thereof until the Administrative
Agent receives written notice of the assignment or transfer thereof signed by
such payee and in form satisfactory to the Administrative Agent, (b) shall have
no duties or responsibilities except those expressly set forth in this Agreement
and the other Loan Documents, and shall not by reason of this Agreement or any
other Loan Document be a trustee or fiduciary for any Lender, (c) shall not be
required to initiate any litigation or collection proceedings hereunder or under
any other Loan Document except to the extent requested by the Required Lenders,
(d) shall not be responsible to the Lenders for any recitals, statements,
representations or warranties contained in this Agreement or any other Loan
Document, or any certificate or other document referred to or provided for in,
or received by any of them under, this Agreement or any other Loan Document, or
for the value, validity, effectiveness, enforceability or sufficiency of this
Agreement or any other Loan Document or any other document referred to or
provided for herein or therein or for any failure by any Person to perform any
of its obligations hereunder or thereunder, (e) may consult with legal counsel
(including counsel for the Borrowers), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts, and (f) shall incur no liability under or in respect of
any Loan Document by acting upon any notice, consent, certificate or other
instrument or writing reasonably believed by it to be genuine and signed or sent
by the proper party or parties. As to any matters not expressly provided for by
this Agreement, the Administrative Agent shall in all cases be fully protected
in acting, or in refraining from acting, hereunder in accordance with
instructions signed by the Required Lenders, and such instructions of the
Required Lenders and any action taken or failure to act pursuant thereto shall
be binding on all of the Lenders; provided, however, that the Administrative
Agent shall not be required to take any action which exposes the Administrative
Agent to liability or which is contrary to this Agreement or any other Loan
Document or applicable law. The Administrative Agent shall not be deemed to have
any fiduciary relationship with any Lender or any Loan Party, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against the Administrative Agent.
Without limiting the generality of the foregoing, the use of the term "agent" in
this Agreement with respect to the Administrative Agent is not intended to
connote any fiduciary or other express or implied obligation arising under
agency doctrine of any applicable law; instead, such term is used merely as a
matter of market custom and is intended to create or reflect only an
administrative relationship among independent contracting parties.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 80

<PAGE>

     [ ] Section 12.2 Rights of Administrative Agent as a Lender. With respect
to its Commitments, the Loans made by it and the Note(s) issued to it, Bank of
America, N.A. (and any successor acting as Administrative Agent) in its capacity
as a Lender hereunder shall have the same rights and powers hereunder as any
other Lender and may exercise the same as though it were not acting as the
Administrative Agent, and the term "Lender" or "Lenders" shall, unless the
context otherwise indicates, include the Administrative Agent in its individual
capacity. The Administrative Agent and its Affiliates may (without having to
account therefor to any Lender) accept deposits from, lend money to, act as
trustee under indentures of, provide merchant banking services to, own
securities of, and generally engage in any kind of banking, trust or other
business with, the Borrowers or any of their Affiliates and any other Person who
may do business with or own securities of the Borrowers or any of their
Affiliates, all as if it were not acting as the Administrative Agent and without
any duty to account therefor to the Lenders.

     Section 12.3   Defaults. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of a Default (other than the
non-payment of principal of or interest on the Loans or of commitment fees)
unless the Administrative Agent has received notice from a Lender or the
Borrowers specifying such Default and stating that such notice is a "notice of
default". In the event that the Administrative Agent receives such a notice of
the occurrence of a Default, the Administrative Agent shall give prompt notice
thereof to the Lenders (and shall give each Lender prompt notice of each such
non-payment). The Administrative Agent shall (subject to Section 12.1) take such
action with respect to such Default as shall be directed by the Required
Lenders, provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default as it shall seem advisable and in the best interest of the
Lenders.

     Section 12.4   INDEMNIFICATION. EACH LENDER HEREBY AGREES TO INDEMNIFY THE
ADMINISTRATIVE AGENT FROM AND HOLD THE ADMINISTRATIVE AGENT HARMLESS AGAINST (TO
THE EXTENT NOT REIMBURSED UNDER SECTIONS 13.1 AND 13.2, BUT WITHOUT LIMITING THE
OBLIGATIONS OF THE BORROWERS UNDER SECTIONS 13.1 AND 13.2), RATABLY IN
ACCORDANCE WITH ITS PRO RATA SHARE (CALCULATED ON THE BASIS OF ITS COMMITMENT
PERCENTAGE OF THE COMMITMENTS), ANY AND ALL LIABILITIES (INCLUDING, WITHOUT
LIMITATION, ENVIRONMENTAL LIABILITIES), OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, DEFICIENCIES, SUITS, COSTS, EXPENSES (INCLUDING ATTORNEYS'
FEES) AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED
ON, INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT IN ANY WAY RELATING
TO OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY ACTION TAKEN OR OMITTED TO
BE TAKEN BY THE ADMINISTRATIVE AGENT UNDER OR IN RESPECT OF ANY OF THE LOAN
DOCUMENTS; PROVIDED, FURTHER, THAT NO LENDER SHALL BE LIABLE FOR ANY PORTION OF
THE FOREGOING TO THE EXTENT CAUSED BY THE

AMENDED AND RESTATED CREDIT AGREEMENT - Page 81

<PAGE>

[ ] ADMINISTRATIVE AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT
LIMITATION OF THE FOREGOING, IT IS THE EXPRESS INTENTION OF THE LENDERS THAT THE
ADMINISTRATIVE AGENT SHALL BE INDEMNIFIED HEREUNDER FROM AND HELD HARMLESS
AGAINST ALL OF SUCH LIABILITIES (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL
LIABILITIES), OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
DEFICIENCIES, SUITS, COSTS, EXPENSES (INCLUDING ATTORNEYS' FEES) AND
DISBURSEMENTS OF ANY KIND OR NATURE DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RESULTING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF THE ADMINISTRATIVE AGENT
(EXCEPT TO THE EXTENT THE SAME ARE CAUSED BY THE ADMINISTRATIVE AGENT'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT). WITHOUT LIMITING ANY OTHER PROVISION OF THIS
SECTION 12.4, EACH LENDER AGREES TO REIMBURSE THE ADMINISTRATIVE AGENT PROMPTLY
UPON DEMAND FOR ITS PRO RATA SHARE (CALCULATED ON THE BASIS OF ITS COMMITMENT
PERCENTAGE OF THE COMMITMENTS) OF ANY AND ALL OUT-OF-POCKET EXPENSES (INCLUDING
ATTORNEYS' FEES) INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE
PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT OR
ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS OR OTHERWISE) OF,
OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THE LOAN
DOCUMENTS, TO THE EXTENT THAT THE ADMINISTRATIVE AGENT IS NOT PROMPTLY
REIMBURSED FOR SUCH EXPENSES BY THE BORROWERS.

     Section 12.5   Independent Credit Decisions. Each Lender agrees that it has
independently and without reliance on the Administrative Agent or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Borrowers and its own decision
to enter into this Agreement and that it will, independently and without
reliance upon the Administrative Agent or any other Lender, and based upon such
documents and information as it shall deem appropriate at the time, continue to
make its own analysis and decisions in taking or not taking action under this
Agreement or any of the other Loan Documents. The Administrative Agent shall not
be required to keep itself informed as to the performance or observance by any
Loan Party of this Agreement or any other Loan Document or to inspect the
Properties or books of the Borrowers (or any other Person). Except for notices,
reports and other documents and information expressly required to be furnished
to the Lenders by the Administrative Agent hereunder or under the other Loan
Documents, the Administrative Agent shall not have any duty or responsibility to
provide any Lender with any credit or other financial information concerning the
affairs, financial condition or business of any Loan Party which may come into
the possession of the Administrative Agent or any of its Affiliates.

     Section 12.6   Several Commitments. The Commitments and other obligations
of the Lenders under this Agreement are several. The default by any Lender in
making a Loan in accordance with any of its Commitments shall not relieve the
other Lenders of their obligations under this Agreement. In the event of any
default by any Lender in making any Loan, each

AMENDED AND RESTATED CREDIT AGREEMENT - Page 82

<PAGE>

[ ] nondefaulting Lender shall be obligated to make its Loan but shall not be
obligated to advance the amount which the defaulting Lender was required to
advance hereunder. In no event shall any Lender be required to advance an amount
or amounts with respect to any of the Loans which would in the aggregate exceed
such Lender's Commitment with respect to such Loans. No Lender shall be
responsible for any act or omission of any other Lender.

     Section 12.7   Successor Administrative Agent. Subject to the appointment
and acceptance of a successor Administrative Agent as provided below, the
Administrative Agent may resign at any time by giving notice thereof to the
Lenders and the Borrowers. Upon any such resignation, the Required Lenders will
have the right to appoint another Lender as a successor Administrative Agent. If
no successor Administrative Agent shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent's giving of notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a commercial bank organized under the laws
of the U.S. or any state thereof or of a foreign country if acting through its
U.S. branch and having combined capital and surplus of at least $100,000,000.
Upon the acceptance of its appointment as successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all rights, powers, privileges, immunities and duties of the resigning
Administrative Agent, and the resigning Administrative Agent shall be discharged
from its duties and obligations under this Agreement and the other Loan
Documents. After any Administrative Agent's resignation as Administrative Agent,
the provisions of this Article 12 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was the
Administrative Agent. Each Administrative Agent (including each successor
Administrative Agent) agrees that, so long as it is acting as Administrative
Agent under this Agreement, it shall be a Lender under this Agreement.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 83

<PAGE>

[ ]
                                   ARTICLE 13

                                  Miscellaneous

     Section 13.1   Expenses. The Borrowers hereby agree, on demand, to pay or
reimburse the Administrative Agent and each of the Lenders for paying: (a) all
reasonable out-of-pocket costs and expenses of the Administrative Agent accrued
in connection with the drafting, preparation, negotiation, execution and
delivery of the Loan Documents and in connection with any and all waivers,
amendments, modifications, renewals, extensions and supplements of or to the
Loan Documents, and the syndication of the Commitments and the Loans, including,
without limitation, the reasonable fees and expenses of legal counsel (including
all local counsel) for the Administrative Agent, (b) all out-of-pocket costs and
expenses of the Administrative Agent and the Lenders in connection with any
Default, the exercise of any right or remedy and the enforcement of this
Agreement or any other Loan Document or any term or provision hereof or thereof,
including, without limitation, the fees and expenses of all legal counsel for
the Administrative Agent and/or any Lender, (c) all transfer, stamp, documentary
or other similar taxes, assessments or charges levied by any Governmental
Authority in respect of this Agreement or any of the other Loan Documents, (d)
all costs, expenses, assessments and other charges incurred in connection with
any filing, registration, recording or perfection of any Lien contemplated by
this Agreement or any other Loan Document, and (e) all reasonable out-of-pocket
costs and expenses incurred by the Administrative Agent in connection with due
diligence, computer services, copying, appraisals, environmental audits,
collateral audits, field exams, insurance, consultants and search reports.

     Section 13.2   INDEMNIFICATION. THE BORROWERS HEREBY AGREE TO INDEMNIFY THE
ADMINISTRATIVE AGENT AND EACH LENDER AND EACH AFFILIATE THEREOF AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS FROM, AND HOLD
EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES (INCLUDING,
WITHOUT LIMITATION, ENVIRONMENTAL LIABILITIES), CLAIMS, DAMAGES, PENALTIES,
JUDGMENTS, DISBURSEMENTS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS'
AND CONSULTANTS' FEES) TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR
INDIRECTLY ARISE FROM OR RELATE TO (A) THE NEGOTIATION, EXECUTION, DELIVERY,
PERFORMANCE, ADMINISTRATION OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS,
INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF ANY FORECLOSURE RIGHT OR OTHER
RIGHT OR REMEDY WHETHER OR NOT SUCH EXERCISE IS IN COMPLIANCE WITH LAWS
AFFECTING OTHER PERSONS OR RESULTS IN DAMAGES PAYABLE TO OTHER PERSONS, (B) ANY
OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, (C) ANY BREACH BY THE
BORROWERS OF ANY MATERIAL REPRESENTATION, WARRANTY, COVENANT OR OTHER AGREEMENT
CONTAINED IN ANY OF THE LOAN DOCUMENTS, (D) THE USE OR PROPOSED USE OF ANY LOAN,
(E) THE PRESENCE, RELEASE, THREATENED RELEASE, DISPOSAL, REMOVAL OR CLEANUP OF
ANY HAZARDOUS MATERIAL LOCATED ON, ABOUT, WITHIN OR AFFECTING ANY OF [ ] THE
PROPERTIES OF THE BORROWERS OR

AMENDED AND RESTATED CREDIT AGREEMENT - Page 84

<PAGE>

ANY OF THEIR AFFILIATES, EXCEPT TO THE EXTENT THAT THE LOSS, DAMAGE OR CLAIM IS
THE DIRECT RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON TO BE
INDEMNIFIED, OR (F) ANY INVESTIGATION, LITIGATION OR OTHER PROCEEDING,
INCLUDING, WITHOUT LIMITATION, ANY THREATENED INVESTIGATION, LITIGATION OR OTHER
PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BROUGHT BY THE BORROWERS,
ANY CREDITOR OR ANY OTHER PERSON; BUT EXCLUDING ANY OF THE FOREGOING TO THE
EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON TO BE
INDEMNIFIED. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT OR OF ANY OTHER
LOAN DOCUMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH
PERSON TO BE INDEMNIFIED UNDER THIS SECTION 13.2 SHALL BE INDEMNIFIED FROM AND
HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES (INCLUDING, WITHOUT
LIMITATION, ENVIRONMENTAL LIABILITIES), CLAIMS, DAMAGES, PENALTIES, JUDGMENTS,
DISBURSEMENTS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING
OUT OF OR RESULTING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH PERSON.
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER TERM OR PROVISION OF THIS
AGREEMENT, THE OBLIGATIONS OF THE BORROWERS UNDER THIS SECTION 13.2 SHALL
SURVIVE THE REPAYMENT OF THE LOANS AND OTHER OBLIGATIONS AND TERMINATION OF THE
COMMITMENTS.

     Section 13.3   Limitation of Liability. None of the Administrative Agent,
any Lender or any Affiliate, officer, director, employee, attorney or agent
thereof shall be liable for any error of judgment or act done in good faith, or
be otherwise liable or responsible under any circumstances whatsoever (including
such Person's negligence), except for such Person's gross negligence or willful
misconduct. None of the Administrative Agent, any Lender or any Affiliate,
officer, director, employee, attorney or agent thereof shall have any liability
with respect to, and the Borrowers hereby waive, release and agree not to sue
any of them upon, any claim for any special, indirect, incidental or
consequential damages suffered or incurred by the Borrowers or any Affiliate of
the Borrowers in connection with, arising out of or in any way related to this
Agreement or any of the other Loan Documents, or any of the transactions
contemplated by this Agreement or any of the other Loan Documents. The Borrowers
hereby waive, release and agree not to sue the Administrative Agent or any
Lender or any of their respective Affiliates, officers, directors, employees,
attorneys or agents for exemplary or punitive damages in respect of any claim in
connection with, arising out of or in any way related to this Agreement or any
of the other Loan Documents, or any of the transactions contemplated by this
Agreement or any of the other Loan Documents.

     Section 13.4   No Duty. All attorneys, accountants, appraisers and other
professional Persons and consultants retained by the Administrative Agent and
the Lenders shall have the right to act exclusively in the interest of the
Administrative Agent and the Lenders and shall have no duty of disclosure, duty
of loyalty, duty of care or other duty or obligation of any type or nature
whatsoever to the Borrowers or any of their Affiliates or any other Person.

[ ]

AMENDED AND RESTATED CREDIT AGREEMENT - Page 85

<PAGE>

     Section 13.5   No Fiduciary Relationship. The relationship between the
Borrowers and each Lender is solely that of debtor and creditor, and neither the
Administrative Agent nor any Lender has any fiduciary or other special
relationship with the Borrowers or any of their Affiliates, and no term or
condition of any of the Loan Documents shall be construed so as to deem the
relationship between the Borrowers and any Lender, or such Affiliate and any
Lender, to be other than that of debtor and creditor. No joint venture or
partnership is created by this Agreement among the Lenders or among the
Borrowers or any of their Affiliates and the Lenders.

     Section 13.6   Equitable Relief. The Borrowers recognize that, in the event
they fail to pay, perform, observe or discharge any or all of the Obligations,
any remedy at law may prove to be inadequate relief to the Administrative Agent
and the Lenders. The Borrowers therefore agree that the Administrative Agent and
the Lenders, if the Administrative Agent or the Lenders so request, shall be
entitled to temporary and permanent injunctive relief in any such case without
the necessity of proving actual damages.

     Section 13.7   No Waiver; Cumulative Remedies. No failure on the part of
the Administrative Agent or any Lender to exercise and no delay in exercising,
and no course of dealing with respect to, any right, power or privilege under
this Agreement or any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege under this
Agreement or any other Loan Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies provided for in this Agreement and the other Loan Documents are
cumulative and not exclusive of any rights and remedies provided by law.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 86

<PAGE>

     [ ] Section 13.8 Successors and Assigns.

     (a)  This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. The Borrowers may
not assign or transfer any of their rights or obligations under this Agreement
or any other Loan Document without the prior written consent of the
Administrative Agent and the Lenders. Any Lender may sell participations in all
or a portion of its rights and obligations under this Agreement and the other
Loan Documents (including, without limitation, all or a portion of its
Commitments and the Loans owing to it); provided, however, that (i) such
Lender's obligations under this Agreement and the other Loan Documents
(including, without limitation, its Commitments) shall remain unchanged, (ii)
such Lender shall remain solely responsible to the Borrowers for the performance
of such obligations, (iii) such Lender shall remain the holder of its Notes for
all purposes of this Agreement, (iv) the Borrowers shall continue to deal solely
and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents, and (v) the
Lenders shall not grant any participation under which the participant shall have
the right to approve (or under which the consent of the participant must be
obtained prior to the Lenders' being able to approve) any amendment or waiver of
this Agreement or the other Loan Documents, except to the extent that such
amendment or waiver (A) increases any Commitment, (B) reduces the interest rate
or the amount of principal or fees applicable to the Loans or Commitments in
which such participant is participating, (C) extends the Revolving Loans
Maturity Date or the Term Loans Maturity Date any Term Loan, (D) releases any of
the Collateral (except as provided for herein or in any other Loan Document) or
any guaranty of the Obligations, or (E) releases any Loan Party from its
monetary Obligations under any of the Loan Documents.

     (b)  The Borrowers and each of the Lenders agree that any Lender (the
"Assigning Lender") may at any time assign to one or more Eligible Assignees all
or any part of its rights and/or obligations under this Agreement and the other
Loan Documents (including, without limitation, its Commitments and/or Loans)
(each an "Assignee"); provided, however, that (i) each such assignment may be of
a varying percentage of the Assigning Lender's rights and/or obligations under
this Agreement and the other Loan Documents and may relate to some but not all
of such rights and/or obligations, (ii) except in the case of an assignment of
all of a Lender's rights and obligations under this Agreement and the other Loan
Documents, the amount of the Commitment(s) and/or Loans of the Assigning Lender
being assigned pursuant to each assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall in no event be
less than $5,000,000 calculated based upon the aggregate amount of the
Commitment(s) and/or Loans assigned and (iii) the parties to each such
assignment shall execute and deliver to the Administrative Agent for its
acceptance and recording in the Register (as defined below), an Assignment and
Acceptance, together with the Note subject to such assignment, and a processing
and recordation fee of $3,500. Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and
Acceptance, which effective date shall be at least five Business Days after the
execution thereof or such other date as may be approved by the Administrative
Agent, (1) the Assignee thereunder shall be a party hereto as a "Lender" and, to
the extent that rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, have the rights and obligations of a
Lender hereunder and under the Loan

AMENDED AND RESTATED CREDIT AGREEMENT - Page 87

<PAGE>

[ ] Documents, and (2) the Assigning Lender thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights and be released from its
obligations under this Agreement and the other Loan Documents (and, in the case
of an Assignment and Acceptance covering all or the remaining portion of a
Lender's rights and obligations under the Loan Documents, such Lender shall
cease to be a party thereto, provided that such Lender's rights under Article 4,
Section 13.1 and Section 13.2 accrued through the date of assignment shall
continue). The Borrowers will provide full and prompt assistance to each Lender
as it may reasonably request from time to time in connection with such Lender's
efforts to assign its Commitments and/or Loans or sell any participation
interest therein. Such assistance shall include, without limitation, making
senior officers of the Borrowers available for meetings with prospective Lenders
and participants and providing (in a timely manner) such assistance as may be
reasonably requested by such Lender and/or its advisors, including, without
limitation, providing information to and responding to inquiries from such
prospective Lenders and participants with respect to the businesses, operations,
business plan, financial condition and results of operations of the Borrowers.
In the event that syndication of the Loans cannot be achieved in a manner
satisfactory to Bank of America, N.A. under the existing structure, the
Borrowers agree that Bank of America, N.A. shall be entitled, in consultation
with the Borrowers, to change the pricing, structure or other terms of the Loans
if Bank of America, N.A. determines that such changes are advisable to ensure a
successful syndication or an optimal credit structure, provided that the total
amount of the Loans remains unchanged. The agreement in this paragraph shall
survive the Closing Date.

     (c)  By executing and delivering an Assignment and Acceptance, the
Assigning Lender thereunder and the Assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such Assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Loan
Documents or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any other instrument or document
furnished pursuant thereto; (ii) such Assigning Lender makes no representation
or warranty and assumes no responsibility with respect to the financial
condition or results of operations of the Borrowers or any of their Affiliates
or the performance or observance by the Borrowers or any of their Affiliates of
its obligations under the Loan Documents; (iii) such Assignee confirms that it
has received a copy of the Loan Documents, together with copies of the financial
statements referred to in Section 7.2 and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into such Assignment and Acceptance; (iv) such Assignee will,
independently and without reliance upon the Administrative Agent or such
Assigning Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and the other Loan Documents; (v) such
Assignee confirms that it is an Eligible Assignee; (vi) such Assignee appoints
and authorizes the Administrative Agent to take such action as agent on its
behalf and exercise such powers under the Loan Documents as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; and (vii) such Assignee agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of the Loan Documents are required to be performed by it as a Lender.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 88

<PAGE>

[ ]

     (d)  The Administrative Agent shall maintain at its Principal Office a copy
of each Assignment and Acceptance delivered to and accepted by it and a register
for the recordation of the names and addresses of the Lenders and the
Commitments of, and principal amount of the Loans owing to, each Lender from
time to time (the "Register"). The entries in the Register shall be conclusive
and binding for all purposes, absent manifest error, and the Borrowers, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder for all purposes under the Loan
Documents. The Register shall be available for inspection by the Borrowers or
any Lender at any reasonable time and from time to time upon reasonable prior
notice.

     (e)  Upon its receipt of an Assignment and Acceptance executed by an
Assigning Lender and Assignee representing that it is an Eligible Assignee,
together with the Note(s) subject to such assignment, the Administrative Agent
shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit A hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register, and
(iii) give prompt written notice thereof to the Borrowers. Within five Business
Days after its receipt of such notice, the Borrowers, at their expense, shall
execute and deliver to the Administrative Agent in exchange for each surrendered
Note evidencing the Loans assigned, a new Note evidencing such Loans payable to
the order of such Eligible Assignee in an amount equal to such Loans assigned to
it and, if the Assigning Lender has retained any Loans, a new Note evidencing
each such Loans payable to the order of the Assigning Lender in the amount of
such Loans retained by it (each such promissory note shall constitute a "Note"
for purposes of the Loan Documents). Such new Notes shall be dated the effective
date of such Assignment and Acceptance and shall otherwise be in substantially
the form of Exhibit C-1 and Exhibit C-2 hereto.

     (f)  Any Lender may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 13.8, disclose to
the Assignee or participant or proposed Assignee or participant any information
relating to the Borrowers or any of their Affiliates furnished to such Lender by
or on behalf of the Borrowers or any of their Affiliates; provided that each
such actual or proposed Assignee or participant shall agree to be bound by the
provisions of Section 13.21.

     (g)  Any Lender may assign and pledge any Note held by it to any Federal
Reserve Bank or the U.S. Treasury as collateral security pursuant to Regulation
A of the Board of Governors of the Federal Reserve System and any operating
circular issued by such Federal Reserve System and/or Federal Reserve Bank;
provided, however, that any payment made by the Borrowers for the benefit of
such assigning and/or pledging Lender in accordance with the terms of the Loan
Documents shall satisfy the Borrowers' obligations under the Loan Documents in
respect thereof to the extent of such payment. No such assignment and/or pledge
shall release the assigning and/or pledging Lender from its obligations
hereunder.

     (h)  The Borrowers shall maintain, or cause to be maintained, a register
(the "Registered Note Register") (which, at the request of the Borrowers (which
request the Borrowers makes by the

AMENDED AND RESTATED CREDIT AGREEMENT - Page 89

<PAGE>

[ ] execution of this Agreement) shall be kept by the Administrative Agent on
behalf of the Borrowers at no extra charge to the Borrowers at the address to
which notices to the Administrative Agent are to be sent hereunder) on which it
shall enter the name of the registered owner of each of the Loans which is
evidenced by a Registered Note. Notwithstanding anything to the contrary
contained in this Section 13.8, a Registered Note and the Loans evidenced
thereby may be assigned or otherwise transferred in whole or in part only by
registration of such assignment or transfer of such Registered Note and the
Loans evidenced thereby on the Registered Note Register (and each Registered
Note shall expressly so provide). Any assignment or transfer of all or part of
such Loans and the Registered Note evidencing the same shall be registered on
the Registered Note Register only upon surrender for registration of assignment
or transfer of the Registered Note evidencing such Loans, duly endorsed by (or
accompanied by a written instrument of assignment or transfer duly executed by)
the registered noteholder thereof, and thereupon one or more new Registered
Notes in the same aggregate principal amount shall be issued to the designated
assignee(s) or transferee(s). Prior to the due presentment for registration of
transfer of any Registered Note, the Borrowers and the Administrative Agent
shall treat the Person in whose name such Loans and the Registered Note(s)
evidencing the same are registered as the owner thereof for the purpose of
receiving all payments thereon and for all other purposes, notwithstanding any
notice to the contrary. The Registered Note Register shall be available for
inspection by the Borrowers and any Lender at any reasonable time upon
reasonable prior notice.

     (i)  The Borrowers will not become a party to any loan agreement, credit
agreement or similar agreement which restricts or prohibits the right or ability
of any lender which is a party thereto to become a Lender under this Agreement.

     (j)  The Borrowers shall provide prompt assistance to the Administrative
Agent and the Lenders in connection with their efforts in syndicating the Loans
and Commitments. Such assistance shall include making senior officers and other
representatives of the Borrowers and their Affiliates available for meetings
with prospective Lenders and providing, in a timely manner, such assistance as
may be reasonably requested by the Administrative Agent or its advisors,
including, without limitation, providing information to and responding to
inquiries from prospective Lenders with respect to the business, operations,
results and other matters relating to the business of the Borrowers and the
other Loan Parties.

     Section 13.9   Survival. All representations and warranties made or deemed
made in this Agreement or any other Loan Document or in any document, statement
or certificate furnished in connection with this Agreement shall survive the
execution and delivery of this Agreement and the other Loan Documents and the
making of the Loans, and no investigation by the Administrative Agent or any
Lender or any closing shall affect the representations and warranties or the
right of the Administrative Agent or any Lender to rely upon them. Without
prejudice to the survival of any other obligation of the Borrowers hereunder,
the obligations of the Borrowers under Article 4 and Sections 13.1 and 13.2
shall survive repayment of the Loans and the Reimbursement Obligations and the
other Obligations.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 90

<PAGE>

     [ ] Section 13.10 ENTIRE AGREEMENT. THIS AGREEMENT, THE NOTES AND THE OTHER
LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, TERM SHEETS,
AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES
HERETO.

     Section 13.11  Amendments. No amendment or waiver of any provision of this
Agreement, the Notes or any other Loan Document to which the Borrowers are a
party, nor any consent to any departure by the Borrowers therefrom, shall in any
event be effective unless the same shall be agreed or consented to by the
Required Lenders and the Borrowers in writing, and each such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all of the Lenders and the Borrowers, do any of
the following: (a) increase the Commitments of the Lenders (or any Lender) or
subject the Lenders to any additional obligations; (b) reduce the principal of,
or interest on, the Loans or any fees or other amounts payable hereunder; (c)
postpone any date fixed for any payment (including, without limitation, any
mandatory prepayment) of principal of, or interest on, the Loans or any fees or
other amounts payable hereunder; (d) change the commitment percentages or the
aggregate unpaid principal amount of the Loans or the number or interests of the
Lenders which shall be required for the Lenders or any of them to take any
action under this Agreement; (e) change any provision contained in Section 3.2,
3.3 or 5.1 or this Section 13.11 or modify the definition of "Eligible
Receivables," "Required Lenders," "Borrowing Base" contained in Section 1.1; or
(f) except as expressly authorized by this Agreement, release any Collateral
from any of the Liens created by the Security Documents; and provided further,
however, that no amendment, waiver or consent relating to Sections 12.1, 12.2,
12.3, 12.4 or 12.5 shall require the agreement of the Borrowers. Notwithstanding
anything to the contrary contained in this Section 13.11, no amendment, waiver
or consent shall be made with respect to (i) Article 12 hereof without the prior
written consent of the Administrative Agent, or (ii) any condition precedent set
forth in Article 6 with respect to the making of any Term Loans or the Revolving
Loans without the prior written consent of the Lenders that hold, at the time of
such amendment, waiver or consent, at least a majority (in Dollar amount) of the
Term Loans Facility Shares or the Revolving Loans Commitments, respectively.

     Section 13.12  Maximum Interest Rate.

     (a)  No interest rate specified in this Agreement or any other Loan
Document shall at any time exceed the Maximum Rate. If at any time the interest
rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate,
thereby causing the interest accruing on such Obligation to be limited to the
Maximum Rate, then any subsequent reduction in the Contract Rate for such
Obligation shall not reduce the rate of interest on such Obligation below the
Maximum Rate until the

AMENDED AND RESTATED CREDIT AGREEMENT - Page 91

<PAGE>

aggregate amount of interest accrued on such Obligation equals the aggregate
amount of interest [ ] which would have accrued on such Obligation if the
Contract Rate for such Obligation had at all times been in effect.

     (b)  Notwithstanding anything to the contrary contained in this Agreement
or the other Loan Documents, none of the terms and provisions of this Agreement
or the other Loan Documents shall ever be construed to create a contract or
obligation to pay interest at a rate in excess of the Maximum Rate; and neither
the Administrative Agent nor any Lender shall ever charge, receive, take,
collect, reserve or apply, as interest on the Obligations, any amount in excess
of the Maximum Rate. The parties hereto agree that any interest, charge, fee,
expense or other obligation provided for in this Agreement or in the other Loan
Documents which constitutes interest under applicable law shall be, ipso facto
and under any and all circumstances, limited or reduced to an amount equal to
the lesser of (i) the amount of such interest, charge, fee, expense or other
obligation that would be payable in the absence of this Section 13.12(b) or (ii)
an amount, which when added to all other interest payable under this Agreement
and the other Loan Documents, equals the Maximum Rate. If, notwithstanding the
foregoing, the Administrative Agent or any Lender ever contracts for, charges,
receives, takes, collects, reserves or applies as interest any amount in excess
of the Maximum Rate, such amount which would be deemed excessive interest shall
be deemed a partial payment or prepayment of principal of the Obligations and
treated hereunder as such; and if the Obligations, or applicable portions
thereof, are paid in full, any remaining excess shall promptly be paid to the
Borrowers. In determining whether the interest paid or payable, under any
specific contingency, exceeds the Maximum Rate, the Borrowers, the
Administrative Agent and the Lenders shall, to the maximum extent permitted by
applicable law, (i) characterize any nonprincipal payment as an expense, fee or
premium rather than as interest, (ii) exclude voluntary prepayments and the
effects thereof, and (iii) amortize, prorate, allocate and spread in equal or
unequal parts the total amount of interest throughout the entire contemplated
term of the Obligations, or applicable portions thereof, so that the interest
rate does not exceed the Maximum Rate at any time during the term of the
Obligations; provided that, if the unpaid principal balance is paid and
performed in full prior to the end of the full contemplated term thereof, and if
the interest received for the actual period of existence thereof exceeds the
Maximum Rate, the Administrative Agent and/or the Lenders, as appropriate, shall
refund to the Borrowers the amount of such excess and, in such event, the
Administrative Agent and the Lenders shall not be subject to any penalties
provided by any laws for contracting for, charging, receiving, taking,
collecting, reserving or applying interest in excess of the Maximum Rate.

     Section 13.13  Notices. All notices and other communications provided for
in this Agreement and the other Loan Documents to which the Borrowers are a
party shall be given or made by telecopy or in writing and telecopied, mailed by
certified mail return receipt requested or delivered to the intended recipient
at the "Address for Notices" specified below its name on the signature pages
hereof (or, with respect to a Lender that becomes a party to this Agreement
pursuant to an assignment made in accordance with Section 13.8, in the
Assignment and Acceptance executed by it); or, as to any party, at such other
address as shall be designated by such party in a notice to each other party
given in accordance with this Section 13.13. Except as otherwise provided in
this Agreement, all such communications shall be deemed to have been duly given
when transmitted by

AMENDED AND RESTATED CREDIT AGREEMENT - Page 92

<PAGE>

telecopy or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or [ ] addressed as aforesaid; provided, however,
that notices to the Administrative Agent shall be deemed given when received by
the Administrative Agent.

     Section 13.14

     ARBITRATION.

     (a)  ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO INCLUDING
BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS INSTRUMENT,
AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR DOCUMENTS,
INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL BE
DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT
(OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND
PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR
ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL RULES" SET FORTH BELOW. IN
THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON
ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY
TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY BRING AN ACTION, INCLUDING A
SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR
CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH
ACTION.

     (b)  SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF THE
BORROWERS' DOMICILE AT THE TIME OF THE EXECUTION OF THIS INSTRUMENT, AGREEMENT
OR DOCUMENT AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF
J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN
THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL
BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE
ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE
COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

     (c)  RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL BE
DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT OR
DOCUMENT; OR (II) BE A WAIVER BY THE LENDERS OF THE PROTECTION AFFORDED TO IT BY
12 U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE
RIGHT OF THE LENDERS HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT
LIMITED TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY

AMENDED AND RESTATED CREDIT AGREEMENT - Page 93

<PAGE>

REAL OR PERSONAL PROPERTY COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL
OR ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF
POSSESSION OR THE APPOINTMENT OF A RECEIVER. THE LENDERS MAY EXERCISE SUCH SELF
HELP RIGHTS, FORECLOSE UPON SUCH PROPERTY, OR OBTAIN SUCH PROVISIONAL OR
ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION
PROCEEDING BROUGHT PURSUANT TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER
THIS EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF AN
ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY REMEDIES SHALL CONSTITUTE A
WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO
ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH
REMEDIES.

     Section 13.15  GOVERNING LAW; SUBMISSION TO JURISDICTION; SERVICE OF
PROCESS. EXCEPT AS MAY BE EXPRESSLY STATED TO THE CONTRARY IN CERTAIN LOAN
DOCUMENTS, THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
VIRGINIA (WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES). THE BORROWERS HEREBY
SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF EACH OF (1) THE U.S. DISTRICT COURT
FOR THE EASTERN DISTRICT OF VIRGINIA AND (2) ANY VIRGINIA STATE COURT SITTING IN
FAIRFAX COUNTY, VIRGINIA, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ARBITRATION PURSUANT TO SECTION 13.14, ANY
OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE
BORROWERS HEREBY IRREVOCABLY CONSENT TO THE SERVICE OF ANY AND ALL PROCESS IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH
PERSON AT ITS ADDRESS SET FORTH UNDERNEATH ITS SIGNATURE HERETO. THE BORROWERS
HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORM.

     Section 13.16  Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     Section 13.17  Severability. Any provision of this Agreement held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Agreement and the effect thereof shall be
confined to the provision held to be invalid or illegal.

AMENDED AND RESTATED CREDIT AGREEMENT - Page 94

<PAGE>

     [ ] Section 13.18 Headings. The headings, captions and arrangements used in
this Agreement are for convenience only and shall not affect the interpretation
of this Agreement.

     Section 13.19  Construction. The Borrowers, the Administrative Agent and
each Lender acknowledges that it has had the benefit of legal counsel of its own
choice and has been afforded an opportunity to review this Agreement and the
other Loan Documents with its legal counsel and that this Agreement and the
other Loan Documents shall be construed as if jointly drafted by the parties
hereto.

     Section 13.20  Independence of Covenants. All covenants hereunder shall be
given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or be otherwise within the limitations of, another covenant shall
not avoid the occurrence of a Default if such action is taken or such condition
exists.

         Section 13.21 Confidentiality. Each Lender agrees to exercise its best
efforts to keep any information delivered or made available by the Borrowers to
it which is clearly indicated to be confidential information, confidential from
anyone other than Persons employed or retained by such Lender who are or are
expected to become engaged in evaluating, approving, structuring or
administering the Loans; provided that nothing herein shall prevent any Lender
from disclosing such information (a) to any other Lender, (b) to any Person if
reasonably incidental to the administration of the Loans, (c) upon the order of
any court or administrative agency, (d) upon the request or demand of any
regulatory agency or authority having jurisdiction over such Lender, (e) which
has been publicly disclosed, (f) in connection with any litigation to which the
Administrative Agent, any Lender or their respective Affiliates may be a party,
(g) to the extent reasonably required in connection with the exercise of any
right or remedy under the Loan Documents, (h) to such Lender's legal counsel,
independent auditors and affiliates, and (i) to any actual or proposed
participant or Assignee of all or part of its rights hereunder, so long as such
actual or proposed participant or Assignee agrees to be bound by the provisions
of this Section 13.21.

     Section 13.22  WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE
ACTIONS OF THE BORROWERS, THE ADMINISTRATIVE AGENT OR ANY LENDER IN THE
NEGOTIATION, ADMINISTRATION OR ENFORCEMENT THEREOF.

     Section 13.23  Approvals and Consent. Except as may be expressly provided
to the contrary in this Agreement or in the other Loan Documents (as
applicable), in any instance under this Agreement of the other Loan Documents
where the approval, consent or exercise of judgment of the Administrative Agent
or any Lender is requested or required, (a) the granting or denial of such
approval or consent and the exercise of such judgment shall be within the sole
discretion of the

AMENDED AND RESTATED CREDIT AGREEMENT - Page 95

<PAGE>

[ ] Administrative Agent or such Lender, respectively, and the Administrative
Agent and such Lender shall not, for any reason or to any extent, be required to
grant such approval or consent or to exercise such judgment in any particular
manner, regardless of the reasonableness of the request or the action or
judgment of the Administrative Agent or such Lender, and (b) no approval or
consent of the Administrative Agent or any Lender shall in any event be
effective unless the same shall be in writing and the same shall be effective
only in the specific instance and for the specific purpose for which given.

     Section 13.24  Service of Process. The Borrowers irrevocably consent to the
service of process by the mailing thereof by the Administrative Agent or the
Required Lenders by registered or certified mail, postage prepaid, to the
Borrowers at the address listed on the signature pages hereof. Nothing in this
Section 13.24 shall affect the right of the Administrative Agent or the Lenders
to serve legal process in any other manner permitted by law or affect the right
of the Administrative Agent or any Lender to bring any action or proceeding
against the Borrowers or their Property in the court of any jurisdiction.

     Section 13.25  Amendment and Restatement of Original Credit Agreement. This
Agreement is only an agreement amending and restating the provisions of the
Original Credit Agreement. All of the provisions of the Original Credit
Agreement are incorporated herein by reference and shall continue in full force
an effect, as amended and restated hereby. The Borrowers hereby ratify and
confirm all of their obligations under the Original Credit Agreement, as amended
and restated hereby. The Borrowers agree that it is their intention that nothing
in this Agreement shall be construed to extinguish, release or discharge, or
constitute, create or effect a novation of or an agreement to extinguish any of
the obligations under the Original Credit Agreement. In the event of any
conflict between the provisions of this Agreement and the Original Credit
Agreement, the provisions of this Agreement shall take precedence and govern.

                  [Remainder of page intentionally left blank.]

AMENDED AND RESTATED CREDIT AGREEMENT - Page 96

<PAGE>

     [ ] IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement under seal as of the day and year first above written.

                    "BORROWERS:"

                                 OAO TECHNOLOGY SOLUTIONS, INC.

                                 By:                                    (SEAL)
                                      ----------------------------------
                                      Name:  J. Jeffrey Fox
                                      Title: Sr. Vice President - Finance,
                                             Chief Financial Officer

                                 OAO TECHNOLOGY SOLUTIONS
                                 FEDERAL SYSTEMS, INC., successor
                                 by name change to O.A.O. Systems, Inc.


                                 By:                                    (SEAL)
                                      ----------------------------------
                                      Name:    J. Jeffrey Fox
                                      Title:   Chief Financial Officer

                                 OAO TECHNOLOGY SOLUTIONS

                                 (CANADA) INC., successor by
                                 name change to OAO Canada
                                 Ltd.

                                 By:                                    (SEAL)
                                      ----------------------------------
                                      Name:    J. Jeffrey Fox
                                      Title:   Chief Financial Officer

AMENDED AND RESTATED CREDIT AGREEMENT - Page 97

<PAGE>

                                 OAO TECHNOLOGY SOLUTIONS UK
                                 LIMITED, successor by name
                                 change to OAO/ICOR (UK),
                                 LTD.

                                 By:                                    (SEAL)
                                      ----------------------------------
                                      Name:    J. Jeffrey Fox
                                      Title:   Chief Financial Officer

                                 OAO HEALTHCARE SOLUTIONS INC.

                                 By:                                    (SEAL)
                                      ----------------------------------
                                      Name:    J. Jeffrey Fox
                                      Title:   Chief Financial Officer

                                 OAO TRANSITION, LLC

                                 By:                                    (SEAL)
                                      ----------------------------------
                                      Name:    J. Jeffrey Fox
                                      Title:   Authorized Representative


                                 OAO HEALTH SERVICES PROCESSING, INC.

                                 By:                                    (SEAL)
                                      ----------------------------------
                                      Name:    J. Jeffrey Fox
                                      Title:   Authorized Representative

                                 OAO TECHNOLOGY SOLUTIONS EUROPE B.V.

                                 By:                                    (SEAL)
                                      ----------------------------------
                                      Name:    J. Jeffrey Fox
                                      Title:   Authorized Representative


                                 [ ] OAO TECHNOLOGY SOLUTIONS ITALIA SRL.


                                 By:                                    (SEAL)
                                      ----------------------------------
                                      Name:    J. Jeffrey Fox
                                      Title:   Authorized Representative

AMENDED AND RESTATED CREDIT AGREEMENT - Page 98

<PAGE>

                                 OAO TECHNOLOGY SOLUTIONS

                                  DEUTSCHLAND GMBH

                                  By:                                   (SEAL)
                                      ----------------------------------
                                      Name:    J. Jeffrey Fox
                                      Title:   Authorized Representative


                                 OAO TECHNOLOGY SOLUTIONS

                                 FRANCE SARL

                                 By:                                    (SEAL)
                                      ----------------------------------
                                      Name:    J. Jeffrey Fox
                                      Title:   Authorized Representative


                                 OAO TECHNOLOGY SOLUTIONS

                                 BELGIUM SPRL

                                 By:                                    (SEAL)
                                      ----------------------------------
                                      Name:    J. Jeffrey Fox
                                      Title:   Authorized Representative



                                 Address for All Notices:
                                 -----------------------
                                 OAO Technology Solutions, Inc.
                                 7500 Greenway Center Drive, 16th Floor
                                 Greenbelt, Maryland 20770
                                 Attention:        J. Jeffrey Fox
                                 Telephone:        (301) 486-2313
                                 Telecopy:         (301) 486-0415

AMENDED AND RESTATED CREDIT AGREEMENT - Page 99

<PAGE>

                                 [ ] ADMINISTRATIVE AGENT:

                                 BANK OF AMERICA, N.A.,
                                 A national banking association
                                 as Administrative Agent

                                 By:                                    (SEAL)
                                      ----------------------------------
                                 Name: Jessica L. Tencza
                                 Title: Vice President

                                 Address for Notices:
                                 -------------------
                                 8300 Greensboro Drive, Suite 550
                                 McLean, Virginia 22101-3604
                                 Attention:        Jessica L. Tencza
                                 Telephone:        (703) 761-8558
                                 Telecopy:         (703) 761-8246

                                 LENDERS:
                                 -------

Revolving Loans
Commitment:     $15,000,000

                                 BANK OF AMERICA, N.A.,
                                 A national banking association

Term Loans
Facility Share: $ 9,000,000       By:                                    (SEAL)
                                    ------------------------------------
                                 Name: Jessica L. Tencza
                                 Title: Vice President

                                 Address for Notices:
                                 -------------------
                                 8300 Greensboro Drive, Suite 550
                                 McLean, Virginia 22101-3604
                                 Attention:        Jessica L. Tencza
                                 Telephone:        (703) 761-8558
                                 Telecopy:         (703) 761-8246

AMENDED AND RESTATED CREDIT AGREEMENT - Page 100