<PAGE>

                                                                    EXHIBIT 10.1

                                                                         ANNEX I

                                U.S. $156,100,000

                     AMENDED AND RESTATED CREDIT AGREEMENT,
                          dated as of February 2, 2001
                  (amending and restating the Credit Agreement,
                        dated as of September 29, 1999),

                                      among

                        CHARLES RIVER LABORATORIES, INC.,
                                as the Borrower,

                         VARIOUS FINANCIAL INSTITUTIONS,
                                 as the Lenders,

                         UNION BANK OF CALIFORNIA, N.A.,
                           as the Administrative Agent
                                for the Lenders,

                           CREDIT SUISSE FIRST BOSTON,
                            as the Syndication Agent
                                for the Lenders,

                                       and

                               NATIONAL CITY BANK,
                           as the Documentation Agent
                                for the Lenders.

                               SOLE LEAD ARRANGER:

                           CREDIT SUISSE FIRST BOSTON

<PAGE>

                                TABLE OF CONTENTS

Section                                                                     Page
-------                                                                     ----

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

1.1.       Defined Terms.......................................................5
1.2.       Use of Defined Terms...............................................41
1.3.       Cross-References...................................................41
1.4.       Accounting and Financial Determinations............................42

                                   ARTICLE II

                 COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES,
                           NOTES AND LETTERS OF CREDIT

2.1.       Commitments........................................................42
2.1.2.     Term-C Loan Commitments............................................43
2.1.3.     Revolving Loan Commitment and Swing Line Loan Commitment...........43
2.1.4.     Letter of Credit Commitment........................................44
2.1.5.     Lenders Not Permitted or Required to Make the Loans................45
2.1.6.     Issuer Not Permitted or Required to Issue Letters of Credit........45
2.2.       Reduction of Revolving Loan Commitment Amount......................45
2.3.       Borrowing Procedures and Funding Maintenance.......................46
2.3.1.     Term-C Loans and Revolving Loans...................................46
2.3.2.     Swing Line Loans...................................................46
2.3.3.     Existing Revolving Loans, Existing Term-A Loans and Existing
               Term-B Loans...................................................47
2.4.       Continuation and Conversion Elections..............................48
2.5.       Funding............................................................48
2.6.       Issuance Procedures................................................48
2.6.1.     Other Lenders' Participation.......................................49
2.6.2.     Disbursements; Conversion to Revolving Loans.......................50
2.6.3.     Reimbursement......................................................50
2.6.4.     Deemed Disbursements...............................................51
2.6.5.     Nature of Reimbursement Obligations................................51
2.6.6.     Existing Letters of Credit.........................................52
2.7.       Register; Notes....................................................52

<PAGE>

                                   ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

3.1.       Repayments and Prepayments; Application............................54
3.1.1.     Repayments and Prepayments.........................................54
3.1.2.     Application........................................................59
3.2.       Interest Provisions................................................59
3.2.1.     Rates..............................................................59
3.2.2.     Post-Maturity Rates................................................60
3.2.3.     Payment Dates......................................................60
3.3.       Fees...............................................................60
3.3.1.     Commitment Fee.....................................................60
3.3.2.     Administrative Agent Fee...........................................61
3.3.3.     Letter of Credit Fee...............................................61

                                   ARTICLE IV

                     CERTAIN LIBO RATE AND OTHER PROVISIONS

4.1.       LIBO Rate Lending Unlawful.........................................61
4.2.       Deposits Unavailable...............................................62
4.3.       Increased LIBO Rate Loan Costs, etc................................62
4.4.       Funding Losses.....................................................62
4.5.       Increased Capital Costs............................................63
4.6.       Taxes..............................................................63
4.7.       Payments, Computations, etc........................................66
4.8.       Sharing of Payments................................................66
4.9.       Setoff.............................................................67
4.10.      Mitigation.........................................................67
4.11.      Replacement of Lenders.............................................67

                                    ARTICLE V

                         CONDITIONS TO CREDIT EXTENSIONS

5.1.       Borrowing of Term-C Loans..........................................68
5.1.1.     New Transaction Documents..........................................68
5.1.2.     Consummation of Primedica Acquisition..............................69


                                      -ii-
<PAGE>

5.1.3.     Primedica Related Issuance.........................................69
5.1.4.     Primedica Transaction Fees and Expenses............................69
5.1.5.     Available Cash.....................................................69
5.1.6.     Cash Consideration.................................................69
5.1.7.     Primedica Acquisition Date Certificate.............................69
5.1.8.     Delivery of Notes..................................................69
5.1.9.     Solvency, etc......................................................69
5.1.10.    Supplement to Borrower Pledge and Security Agreement, etc..........69
5.1.11.    Governmental and Third Party Approvals.............................70
5.1.12.    Litigation.........................................................71
5.1.13.    Reliance Letters...................................................71
5.1.14.    Costs, Expenses, etc...............................................71
5.1.15.    Satisfactory Legal Form............................................71
5.2.       All Credit Extensions..............................................71
5.2.1.     Compliance with Warranties, No Default, etc........................71
5.2.2.     Credit Extension Request...........................................71

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

6.1.       Organization, etc..................................................72
6.2.       Due Authorization, Non-Contravention, etc..........................72
6.3.       Government Approval, Regulation, etc...............................73
6.4.       Validity, etc......................................................73
6.5.       Financial Information..............................................73
6.6.       No Material Adverse Change.........................................73
6.7.       Litigation, etc....................................................74
6.8.       Subsidiaries.......................................................74
6.9.       Ownership of Properties............................................74
6.10.      Taxes..............................................................74
6.11.      Pension and Welfare Plans..........................................74
6.12.      Environmental Matters..............................................75
6.13.      Regulations U and X................................................76
6.14.      Accuracy of Information............................................76
6.15.      Solvency...........................................................76
6.16.      Year 2000 Compliance...............................................77


                                      -iii-
<PAGE>

                                   ARTICLE VII

                                    COVENANTS

7.1.       Affirmative Covenants..............................................77
7.1.1.     Financial Information, Reports, Notices, etc.......................77
7.1.2.     Compliance with Laws, etc..........................................79
7.1.3.     Maintenance of Properties..........................................79
7.1.4.     Insurance..........................................................80
7.1.5.     Books and Records..................................................80
7.1.6.     Environmental Covenant.............................................80
7.1.7.     Future Subsidiaries................................................81
7.1.8.     Future Leased Property and Future Acquisitions of Real Property;
               Future Acquisition of Other Property...........................82
7.1.9.     Use of Proceeds, etc...............................................83
7.1.10.    Hedging Obligations................................................84
7.1.11.    Year 2000 Compliance...............................................84
7.2.       Negative Covenants.................................................84
7.2.1.     Business Activities................................................84
7.2.2.     Indebtedness.......................................................85
7.2.3.     Liens..............................................................87
7.2.4.     Financial Covenants................................................89
7.2.5.     Investments........................................................90
7.2.6.     Restricted Payments, etc...........................................94
7.2.7.     Capital Expenditures, etc..........................................97
7.2.8.     Consolidation, Merger, etc.........................................97
7.2.9.     Asset Dispositions, etc............................................98
7.2.10.    Modification of Certain Agreements.................................99
7.2.11.    Transactions with Affiliates......................................100
7.2.12.    Negative Pledges, Restrictive Agreements, etc.....................100
7.2.13.    Securities of Subsidiaries........................................101
7.2.14.    Sale and Leaseback................................................101
7.2.15.    Designation of Senior Indebtedness................................101

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

8.1.       Listing of Events of Default......................................101
8.1.1.     Non-Payment of Obligations........................................102
8.1.2.     Breach of Warranty................................................102


                                      -iv-
<PAGE>

8.1.3.     Non-Performance of Certain Covenants and Obligations..............102
8.1.4.     Non-Performance of Other Covenants and Obligations................102
8.1.5.     Default on Other Indebtedness.....................................102
8.1.6.     Judgments.........................................................102
8.1.7.     Pension Plans.....................................................103
8.1.8.     Change in Control.................................................103
8.1.9.     Bankruptcy, Insolvency, etc.......................................103
8.1.10.    Impairment of Security, etc.......................................104
8.1.11.    Subordinated Notes................................................104
8.2.       Action if Bankruptcy, etc.........................................104
8.3.       Action if Other Event of Default..................................105

                                   ARTICLE IX

                                   THE AGENTS

9.1.       Actions...........................................................105
9.2.       Funding Reliance, etc.............................................106
9.3.       Exculpation; Notice of Default....................................106
9.4.       Successor.........................................................107
9.5.       Credit Extensions by each Agent...................................107
9.6.       Credit Decisions..................................................107
9.7.       Copies, etc.......................................................108
9.8.       The Syndication Agent and the Administrative Agent................108
9.9.       Documentation Agent...............................................108

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

10.1.      Waivers, Amendments, etc..........................................108
10.2.      Notices...........................................................110
10.3.      Payment of Costs and Expenses.....................................110
10.4.      Indemnification...................................................111
10.5.      Survival..........................................................113
10.6.      Severability......................................................113
10.7.      Headings..........................................................113
10.8.      Execution in Counterparts.........................................113
10.9.      Governing Law; Entire Agreement...................................113
10.10.     Successors and Assigns............................................114


                                       -v-
<PAGE>

10.11.     Sale and Transfer of Loans and Notes; Participations in Loans
               and Notes.....................................................114
10.11.1.   Assignments.......................................................114
10.11.2.   Participations....................................................116
10.12.     Other Transactions................................................117
10.13.     Forum Selection and Consent to Jurisdiction.......................117
10.14.     Waiver of Jury Trial..............................................118
10.15.     Confidentiality...................................................118

SCHEDULE I            -      Disclosure Schedule
SCHEDULE II           -      Percentages and Administrative Information

EXHIBIT A-1           -      Form of Revolving Note
EXHIBIT A-2           -      Form of Term-A Note
EXHIBIT A-3           -      Form of Term-B Note
EXHIBIT A-4           -      Form of Term-C Note
EXHIBIT A-5           -      Form of Swing Line Note
EXHIBIT B-1           -      Form of Borrowing Request
EXHIBIT B-2           -      Form of Issuance Request
EXHIBIT C             -      Form of Continuation/Conversion Notice
EXHIBIT D             -      Closing Date Certificate
EXHIBIT E             -      Form of Compliance Certificate
EXHIBIT F             -      Form of Restricted Payments Compliance Certificate
EXHIBIT G-1           -      Form of Holdco Guaranty and Pledge Agreement
EXHIBIT G-2           -      Form of Borrower Pledge and Security Agreement
EXHIBIT G-3           -      Form of Subsidiary Pledge and Security Agreement
EXHIBIT H             -      Form of Subsidiary Guaranty
EXHIBIT I             -      Form of Lender Assignment Agreement


                                      -vi-
<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

      THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 2, 2001
(amending and restating the Credit Agreement, dated as of September 29, 1999, as
amended prior to the date hereof), is among Charles River Laboratories, Inc., a
Delaware corporation (the "Borrower"), the various financial institutions as are
or may become parties hereto (collectively, the "Lenders") and Credit Suisse
First Boston ("CSFB") (as successor in interest to DLJ Capital Funding, Inc.),
as lead arranger, as sole book runner and as syndication agent for the Lenders
(as syndication agent, the "Syndication Agent" and collectively, the "Lead
Arranger"), Union Bank of California, N.A. ("UBOC"), as administrative agent
(the "Administrative Agent") for the Lenders (the Syndication Agent and the
Administrative Agent are sometimes referred to herein as the "Agents" and each
as an "Agent"), and National City Bank, as documentation agent (in such
capacity, the "Documentation Agent") for the Lenders.

                              W I T N E S S E T H:

      WHEREAS, DLJ Merchant Banking Partners II, L.P. and certain affiliated
entities (collectively, "DLJMBP") acquired certain businesses and operations of
the Borrower, B&L CRL, Inc., formerly known as Charles River Laboratories, Inc.,
a Delaware corporation ("CRL"), and certain other Subsidiaries or Affiliates of
Bausch & Lomb Inc., a Delaware corporation ("B&L"), which prior to such
acquisition was the 100% indirect owner of CRL, through a leveraged
recapitalization (the "Recapitalization"). The Recapitalization was consummated
pursuant to the Recapitalization Agreement as amended prior to the Closing Date
(the "Recapitalization Agreement"), dated as of July 25, 1999 entered into with
B&L and certain of its Subsidiaries and Affiliates (including CRL and the
Borrower) and DLJMBP;

      WHEREAS, the Recapitalization was accomplished through (i) the
contribution to the Borrower of (a) substantially all of CRL's assets and (b)
certain related assets by certain other Subsidiaries and Affiliates of B&L (the
"Other Asset Contributors"), (ii) the formation of a holding company named
Charles River Laboratories Holdings, Inc., a Delaware corporation now known as
Charles River Laboratories International, Inc. ("Holdco"), that holds directly
all of the Capital Stock of the Borrower, (iii) the formation by DLJMBP of (a)
CRL Acquisition LLC ("Acquisition LLC"), a Delaware limited liability company
and a Subsidiary of DLJMBP, and (b) Charles River Acquisition Corp.
("Acquisition Subco"), a Delaware corporation and a Subsidiary of Acquisition
LLC, (iv) the making of an equity contribution (the "Member Contribution") by
the members of Acquisition LLC (including DLJMBP and certain members of
management of the Borrower and its Affiliates) in an amount equal to at least
$90,000,000 to Acquisition LLC, (v) the making of an equity contribution (the
"Acquisition LLC Contribution" and together with the Member Contribution, the
"Equity Contributions") by Acquisition LLC of the Member Contribution to
Acquisition Subco, (vi) the issuance by Holdco of the Senior Discount Debentures
(such term and all other capitalized terms used in the preamble and recitals
hereto not

<PAGE>

otherwise defined therein shall have the meanings assigned to such terms in
Article I), (vii) the issuance by the Borrower of the Senior Subordinated Notes
and Warrants, (viii) the borrowing by the Borrower of Loans made on the Closing
Date, (ix) the payment of a dividend by the Borrower to Holdco (the "Subco
Dividend") in an aggregate principal amount equal to the sum of the aggregate
principal amounts of the debt incurred by the Borrower under the preceding
clauses (vii) and (viii) (less the amount of the proceeds of such debt so
incurred used to pay (A) the consideration for the Sierra Acquisition in an
amount not exceeding $24,000,000 plus reasonable fees and expenses as described
in clause (B) and (B) all reasonable and customary fees and expenses paid by the
Borrower in connection with the Original Transaction in an amount not exceeding
$20,000,000), (x) the redemption of all shares of all Capital Stock of Holdco
held by the Other Asset Contributors and all Capital Stock of Holdco held by CRL
except for the Rollover Equity and (xi) the merger (the "Merger") of Acquisition
Subco with and into Holdco, with Holdco as the surviving corporation of such
merger (such Recapitalization and all transactions related thereto, including
those described in the first recital through the sixth recital hereto, being
herein referred to as the "Original Transaction");

      WHEREAS, in connection with the Original Transaction, (i) the Other Asset
Contributors received cash in consideration for the redemption of their shares
by Holdco, (ii) the shares of Acquisition Subco held by Acquisition LLC were
converted into approximately 87.5% of the outstanding common stock of Holdco
(after giving effect to the Merger), (iii) the shares of Holdco held by CRL
(other than the Rollover Equity) were converted into (A) the right to receive
cash and (B) the Seller Subordinated Discount Note and (iv) CRL retained the
Rollover Equity;

      WHEREAS, in connection with the Original Transaction, and pursuant to the
Original Transaction Documents, the Borrower purchased all of the outstanding
shares of common stock of SBI in consideration for approximately $24,000,000
(the "Sierra Acquisition") pursuant to an Amended and Restated Stock Purchase
Agreement, dated as of September 4, 1999 (the "Sierra Acquisition Agreement"),
among SBI Holdings, Inc., a Nevada corporation ("SBI"), and certain shareholders
of SBI;

      WHEREAS, in connection with the Original Transaction, and pursuant to the
Original Transaction Documents, the following capital-raising transactions
occurred prior to or contemporaneously with the consummation of the Original
Transaction and the making of the initial Credit Extensions under the Existing
Credit Agreement:

            (a) the Borrower issued not more than $150,000,000 in aggregate
      principal amount of its Senior Subordinated Notes (the "Senior
      Subordinated Notes") pursuant to the Senior Subordinated Note Indenture
      and Warrants (the "Warrants") to purchase 591,366 shares of common stock
      of Holdco pursuant to the Warrant Agreement, dated as of September 29,
      1999 (the "Warrant Agreement"), between Holdco and State Street Bank and
      Trust Company, as warrant agent (the issuance thereof being herein
      referred to as the "Subordinated Debt Issuance");


                                       -2-
<PAGE>

            (b) Holdco issued not more than $40,000,000 in aggregate initial
      principal amount of its Senior Discount Debentures (the issuance thereof
      being herein referred to as the "Discount Debentures Issuance");

            (c) DLJMBP and the other members of Acquisition LLC made the DLJMBP
      Contribution and Acquisition LLC subsequently made the Acquisition LLC
      Contribution in each case, in cash in an amount equal to at least
      $90,000,000;

            (d) Holdco issued its Seller Subordinated Discount Note (the
      issuance thereof being herein referred to as the "Seller Note Issuance")
      in an initial principal amount of $43,000,000 to CRL; and

            (e) CRL retained the Rollover Equity;

      WHEREAS, in connection with the Original Transaction and the ongoing
working capital and general corporate needs of the Borrower and its
Subsidiaries, the Borrower obtained the following financing facilities from the
Lenders:

            (a) a Term-A Loan Commitment and a Term-B Loan Commitment (in each
      case as defined under the Existing Credit Agreement) pursuant to which
      Borrowings of Existing Term Loans were made to the Borrower on the Closing
      Date in an original principal amount of $40,000,000 (in the case of the
      Existing Term-A Loans) and $120,000,000 (in the case of the Existing
      Term-B Loans);

            (b) a Revolving Loan Commitment (which includes availability for
      Revolving Loans, Swing Line Loans and Letters of Credit) pursuant to which
      Borrowings of Revolving Loans, in a maximum aggregate principal amount
      (together with all Swing Line Loans and Letter of Credit Outstandings) not
      exceeding $30,000,000 (subject to a $25,000,000 increase under clause (c)
      of Section 2.1.2) have been and will continue to be made to the Borrower
      from time to time on and subsequent to the Closing Date but prior to the
      Revolving Loan Commitment Termination Date;

            (c) a Letter of Credit Commitment pursuant to which the Issuer has
      issued and will continue to issue Letters of Credit for the account of the
      Borrower and its Restricted Subsidiaries from time to time on and
      subsequent to the Closing Date but prior to the Revolving Loan Commitment
      Termination Date in a maximum aggregate Stated Amount at any one time
      outstanding not exceeding $15,000,000 (provided, that the aggregate
      outstanding principal amount of Revolving Loans, Swing Line Loans and
      Letter of Credit Outstandings at any time shall not exceed the then
      existing Revolving Loan Commitment Amount); and

            (d) a Swing Line Loan Commitment pursuant to which Borrowings of
      Swing Line Loans in an aggregate outstanding principal amount not
      exceeding $5,000,000 have been


                                       -3-
<PAGE>

      and will continue to be made on and subsequent to the Closing Date but
      prior to the Revolving Loan Commitment Termination Date (provided, that
      the aggregate outstanding principal amount of such Swing Line Loans,
      together with Revolving Loans and Letter of Credit Outstandings, at any
      time shall not exceed the then existing Revolving Loan Commitment Amount);

      WHEREAS, the Borrower has acquired (the "PAIC Acquisition") from Science
Applications International Corporation, a Delaware corporation ("SAIC"), all of
the issued and outstanding Capital Stock of SAIC's wholly-owned subsidiary,
Pathology Associates International Corporation, a Delaware corporation ("PAIC"),
pursuant to a stock purchase agreement (the "PAIC Purchase Agreement"), entered
into by PAIC, SAIC and the Borrower for a gross transaction value not exceeding
$40,000,000 (exclusive of (i) purchase price adjustments provided for in the
PAIC Purchase Agreement but in any event in an amount not exceeding $1,000,000
to the extent payable by or on behalf of the Borrower and (ii) the amount of the
PAIC receivable paid by SAIC prior to the consummation of the PAIC Acquisition
and the equal amount paid by the Borrower to SAIC in connection with such
consummation), consisting of (a) a portion of the purchase price in an amount
equal to $28,579,600 was paid in cash upon consummation of such acquisition, (b)
the remaining portion of the purchase price consisted of an unsecured,
subordinated convertible note (the "PAIC Subordinated Convertible Note") issued
by the Borrower to SAIC and agreed to by Holdco as to certain provisions thereof
relating solely to the obligation of Holdco to issue its common stock to SAIC if
SAIC exercises its rights of conversion thereunder and to perform obligations
related to registration rights with respect to such common stock, which note was
issued in a principal amount equal to $12,000,000 and (c) related transaction
fees and expenses (the "PAIC Transaction Fees and Expenses");

      WHEREAS the Borrower intends to acquire (the "Primedica Acquisition") from
TSI Corporation, a Delaware corporation ("TSI"), all of the issued and
outstanding Capital Stock of TSI's wholly-owned subsidiary, Primedica
Corporation, a Delaware corporation ("Primedica"), pursuant to a stock purchase
agreement (the "Primedica Purchase Agreement"), to be entered into by Primedica,
TSI, Genzyme Transgenics Corporation, the holder of all of TSI's capital stock
("GTC") and the Borrower for gross consideration not exceeding $53,700,000
(including related transaction fees and expenses (the "Primedica Transaction
Fees and Expenses") of up to $1,200,000 but excluding purchase price adjustment
payments provided for in the Primedica Purchase Agreement to the extent such
purchase price adjustment payments payable by or on behalf of the Borrower do
not exceed $1,500,000);

      WHEREAS, the Primedica Acquisition is to be accomplished through (a) the
use of excess cash of the Borrower equal to $2,800,000, (b) the incurrence of
the Term-C Loans by the Borrower in a single Borrowing equal to $25,000,000, (c)
the assumption of up to $10,000,000 of (i) senior secured debt consisting of
mortgages, equipment leases and letter of credit reimbursement obligations and
(ii) other obligations of Primedica (the "Primedica Debt Assumption") and (d)
the issuance by Holdco of $16,500,000 of its common stock to TSI (the "Primedica
Related Issuance", and, together with the Primedica Acquisition, the Borrowing
of the


                                       -4-
<PAGE>

Term-C Loans, and the Primedica Debt Assumption, the "New Transaction", and
together with the PAIC Acquisition, the issuance of the PAIC Subordinated
Convertible Note and the Original Transaction, the "Transaction"), and in
connection with the New Transaction, the Borrower is requesting:

            (a) a Term-C Loan Commitment pursuant to which Borrowings of Term-C
      Loans will be made to the Borrower on the Primedica Acquisition Date in an
      original principal amount of $25,000,000 to be used by the Borrower to pay
      a portion of the purchase price and the Primedica Transaction Fees and
      Expenses due in connection with the consummation of the Primedica
      Acquisition; and

            (b) modifications to various provisions of the Existing Credit
      Agreement and the amendment and restatement thereof (other than the
      signature pages and schedules (other than Schedule I) thereto);

      WHEREAS, the Borrower intends to consummate the Primedica Acquisition
using the Lenders are willing, on the terms and subject to the conditions set
forth in the Amendment Agreement (including Article III thereof) and hereinafter
set forth (including Article V), to so amend and restate the Existing Credit
Agreement and to extend the Commitments and maintain and make the Loans
described herein to the Borrower and issue (or participate in) Letters of Credit
for the account of the Borrower and its Restricted Subsidiaries; and

      WHEREAS, the Lenders are willing, on the terms and subject to the
conditions set forth in the Amendment Agreement (including Article III thereof)
and hereinafter set forth (including Article V), to so amend and restate the
Existing Credit Agreement and to extend the Commitments and maintain and make
the Loans described herein to the Borrower and issue (or participate in) Letters
of Credit for the account of the Borrower and its Restricted Subsidiaries;

      NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

      SECTION 1.1. Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

      "Acquired Controlled Person" means any Person (i) in which the Borrower or
any of its Restricted Subsidiaries has made an Investment permitted under clause
(l)(i)(y) of Section 7.2.5 and (ii) as to which the Borrower or such Restricted
Subsidiary exercises control. For purposes


                                       -5-
<PAGE>

hereof, "control" means the power to appoint a majority of the board of
directors (or other equivalent governing body) of such Person or to otherwise
direct or cause the direction of the management or policies of such Person,
whether by contractual arrangement or otherwise.

      "Acquisition LLC" is defined in the second recital.

      "Acquisition Subco" is defined in the second recital.

      "Administrative Agent" is defined in the preamble and includes each other
Person as shall have subsequently been appointed as the successor Administrative
Agent pursuant to Section 9.4.

      "Administrative Agent Fee Letter" means the confidential fee letter, dated
September 29, 1999, between the Borrower and the Administrative Agent.

      "Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power (i)
to vote 10% or more of the securities (on a fully diluted basis) having ordinary
voting power for the election of directors or managing general partners, or (ii)
to direct or cause the direction of the management and policies of such Person
whether by contract or otherwise.

      "Agents" means, collectively, the Administrative Agent and the Syndication
Agent.

      "Agreement" means, on any date, the Existing Credit Agreement as amended
and restated on the Amendment Effective Date and as the same may thereafter from
time to time be further amended, supplemented, amended and restated, or
otherwise modified and in effect on such date.

      "Alternate Base Rate" means, for any day and with respect to all Base Rate
Loans, the higher of: (a) 0.50% per annum above the latest Federal Funds Rate;
and (b) the reference rate of interest in effect for such day as most recently
publicly announced or established by the Administrative Agent in the Designated
City. Any change in the reference rate established or announced by the
Administrative Agent shall take effect at the opening of business on the day of
such establishment or announcement. As used herein, the reference rate shall
mean an index rate determined by the Administrative Agent from time to time as a
means of pricing certain extensions of credit and is neither directly tied to
any external rate of interest or index nor necessarily the lowest rate of
interest charged by the Administrative Agent at any given time.

      "Amendment Agreement" means the Amendment Agreement, dated as of February
2, 2001, among the Borrower, the Lenders with a Term-C Loan Commitment party
thereto, and the Agents.


                                       -6-
<PAGE>

      "Amendment Effective Date" means the date this Agreement becomes effective
pursuant to the terms and conditions of the Amendment Agreement.

      "Amendment Effective Date Certificate" means the certificate executed and
delivered by the Borrower pursuant to Section 3.4 of the Amendment Agreement and
in form and substance reasonably satisfactory to the Agents.

      "Applicable Commitment Fee" means, (i) for each day from the Closing Date
through (but excluding) the date upon which the Compliance Certificate for the
second full Fiscal Quarter ending after the Closing Date is delivered or
required to be delivered by the Borrower to the Administrative Agent pursuant to
clause (c) of Section 7.1.1, a fee which shall accrue at a rate of 1/2 of 1% per
annum, and (ii) for each day thereafter, a fee which shall accrue at the
applicable rate per annum set forth below under the column entitled "Applicable
Commitment Fee", determined by reference to the applicable Leverage Ratio
referred to below:

                                                          Applicable
                Leverage Ratio                          Commitment Fee
                --------------                          --------------

                greater than or
                equal to 4.0:1.0                            0.500%

               less than 4.0:1.0                            0.375%

      The Leverage Ratio used to compute the Applicable Commitment Fee for any
day referred to in clause (ii) above shall be the Leverage Ratio set forth in
the Compliance Certificate most recently delivered by the Borrower to the
Administrative Agent on or prior to such day pursuant to clause (c) of Section
7.1.1. Changes in the Applicable Commitment Fee resulting from a change in the
Leverage Ratio shall become effective on the first day following delivery by the
Borrower to the Administrative Agent of a new Compliance Certificate pursuant to
clause (c) of Section 7.1.1. If the Borrower shall fail to deliver a Compliance
Certificate within the number of days after the end of any Fiscal Quarter as
required pursuant to clause (c) of Section 7.1.1 (without giving effect to any
grace period), the Applicable Commitment Fee from and including the first day
after the date on which such Compliance Certificate was required to be delivered
to and including the date the Borrower delivers to the Administrative Agent the
next Compliance Certificate shall conclusively equal the highest Applicable
Commitment Fee set forth above. Notwithstanding the foregoing, the Borrower may,
in its sole discretion, within ten Business Days following the end of any Fiscal
Quarter, deliver to the Administrative Agent a written estimate (the "Leverage
Ratio Estimate") setting forth the Borrower's good faith estimate of the
Leverage Ratio (based on calculations contained in an estimated Compliance
Certificate) that will be set forth in the next Compliance Certificate required
to be delivered by the Borrower to the Administrative Agent pursuant to clause
(c) of Section 7.1.1. In the event that the Leverage Ratio Estimate indicates
that there would be a change in the Applicable Commitment Fee resulting from a
change in the Leverage Ratio, such change will become effective on the first day


                                       -7-
<PAGE>

following delivery of the Leverage Ratio Estimate. In the event that, once the
next Compliance Certificate is delivered, the Leverage Ratio as set forth in
such Compliance Certificate differs from that calculated in the Leverage Ratio
Estimate delivered for the Fiscal Quarter with respect to which such Compliance
Certificate has been delivered, and such difference results in an Applicable
Commitment Fee which is greater than the Applicable Commitment Fee theretofore
in effect, then (A) such greater Applicable Commitment Fee shall be deemed to be
in effect for all purposes of this Agreement from the first day following the
delivery of the Leverage Ratio Estimate and (B) if the Borrower shall have
theretofore made any payment of commitment fees in respect of the period from
the first day following the delivery of the Leverage Ratio Estimate to the
actual date of delivery of such Compliance Certificate, then, on the next
Quarterly Payment Date, the Borrower shall pay as a supplemental payment of
commitment fees, an amount which equals the difference between the amount of
commitment fees that would otherwise have been paid based on such new Leverage
Ratio and the amount of such commitment fees actually so paid.

      "Applicable Margin" means at all times during the applicable periods set
forth below,

            (a) with respect to the unpaid principal amount of each (i) Term-B
      Loan maintained as a (A) Base Rate Loan, 2.50% per annum and (B) LIBO Rate
      Loan, 3.75% per annum and (ii) Term-C Loan maintained as a (A) Base Rate
      Loan, 2.00% per annum and (B) LIBO Rate Loan, 3.25% per annum;

            (b) from the Amendment Effective Date through (but excluding) the
      date upon which the Compliance Certificate for the Fiscal Quarter ending
      December 31, 2000 is delivered by the Borrower to the Administrative Agent
      pursuant to clause (c) of Section 7.1.1, with respect to the unpaid
      principal amount of each (i) Swing Line Loan (which shall be borrowed and
      maintained only as a Base Rate Loan) and each Revolving Loan and Term-A
      Loan maintained as a Base Rate Loan, 0.50% per annum, and (ii) Revolving
      Loan and Term-A Loan maintained as a LIBO Rate Loan, 1.75% per annum; and

            (c) at all times after the date of delivery of the Compliance
      Certificate described in clause (b) above, with respect to the unpaid
      principal amount of each Swing Line Loan (which shall be borrowed and
      maintained only as a Base Rate Loan) and each Revolving Loan and Term-A
      Loan, the rate determined by reference to the applicable Leverage Ratio
      and at the applicable percentage per annum set forth below under the
      column entitled "Applicable Margin for Base Rate Loans", in the case of
      Base Rate Loans, or by reference to the applicable Leverage Ratio and at
      the applicable percentage per annum set forth below under the column
      entitled "Applicable Margin for LIBO Rate Loans" in the case of LIBO Rate
      Loans:


                                       -8-
<PAGE>

    Applicable Margin For Revolving Loans, Swing Line Loans and Term-A Loans

                                            Applicable              Applicable
                                          Margin For Base        Margin For LIBO
           Leverage Ratio                   Rate Loans              Rate Loans
           --------------                   ----------              ----------

  greater than or equal to 5.0:1.0             2.00%                  3.25%

greater than or equal to 4.0:1.0 and
          less than 5.0:1.0                    1.50%                  2.75%

greater than or equal to 3.0:1.0 and
          less than 4.0:1.0                    1.00%                  2.25%

          less than 3.0:1.0                    0.50%                  1.75%

      The Leverage Ratio used to compute the Applicable Margin for Swing Line
Loans, Revolving Loans and Term-A Loans for any day referred to in clause (c)
above shall be the Leverage Ratio set forth in the Compliance Certificate most
recently delivered by the Borrower to the Administrative Agent on or prior to
such day pursuant to clause (c) of Section 7.1.1. Changes in the Applicable
Margin for Swing Line Loans, Revolving Loans and Term-A Loans resulting from a
change in the Leverage Ratio shall become effective on the first day following
delivery by the Borrower to the Administrative Agent of a new Compliance
Certificate pursuant to clause (c) of Section 7.1.1. If the Borrower shall fail
to deliver a Compliance Certificate within the number of days after the end of
any Fiscal Quarter as required pursuant to clause (c) of Section 7.1.1 (without
giving effect to any grace period), the Applicable Margin for Swing Line Loans,
Revolving Loans and Term-A Loans from and including the first day after the date
on which such Compliance Certificate was required to be delivered to the date
the Borrower delivers to the Administrative Agent the next Compliance
Certificate shall conclusively equal the highest Applicable Margin for Swing
Line Loans, Revolving Loans and Term-A Loans set forth above. Notwithstanding
the foregoing, the Borrower may, in its sole discretion, within ten Business
Days following the end of any Fiscal Quarter, deliver to the Administrative
Agent a Leverage Ratio Estimate setting forth the Borrower's good faith estimate
of the Leverage Ratio (based on calculations set forth in an estimated
Compliance Certificate) that will be set forth in the next Compliance
Certificate required to be delivered by the Borrower to the Administrative Agent
pursuant to clause (c) of Section 7.1.1. In the event that the Leverage Ratio
Estimate indicates that there would be a change in the Applicable Margin
resulting from a change in the Leverage Ratio, such change will become effective
on the first day following delivery of the Leverage Ratio Estimate. In the event
that, once the next Compliance Certificate is delivered, the Leverage Ratio as
set forth in such Compliance Certificate differs from that calculated in the
Leverage Ratio Estimate delivered for the Fiscal Quarter with respect to which
such Compliance Certificate has been delivered, and such difference results in
an Applicable Margin which is greater than the Applicable Margin theretofore in
effect, then (A) such greater Applicable Margin shall be deemed


                                       -9-
<PAGE>

to be in effect for all purposes of this Agreement from the first day following
the delivery of the Leverage Ratio Estimate and (B) if the Borrower shall have
theretofore made any payment of interest in respect of Swing Line Loans,
Revolving Loans or Term-A Loans, or of letter of credit fees pursuant to the
first sentence of Section 3.3.3, in any such case in respect of the period from
the first day following the delivery of the Leverage Ratio Estimate to the
actual date of delivery of such Compliance Certificate, then, on the next
Quarterly Payment Date, the Borrower shall pay as a supplemental payment of
interest and/or letter of credit fees, an amount which equals the difference
between the amount of interest and letter of credit fees that would otherwise
have been paid based on such new Leverage Ratio and the amount of such interest
and letter of credit fees actually so paid.

      "Assignee Lender" is defined in Section 10.11.1.

      "Assignor Lender" is defined in Section 10.11.1.

      "Assumed Indebtedness" means Indebtedness of a Person which is (i) in
existence at the time such Person becomes a Restricted Subsidiary of the
Borrower or (ii) is assumed in connection with an Investment in or acquisition
of such Person, and has not been incurred or created by such Person in
connection with, or in anticipation or contemplation of, such Person becoming a
Restricted Subsidiary of the Borrower.

      "Authorized Officer" means, relative to any Obligor, those of its officers
whose signatures and incumbency shall have been certified to the Administrative
Agent and the Lenders pursuant to Section 5.1.1 of the Existing Credit Agreement
or Section 3.2 of the Amendment Agreement.

      "Base Financial Statements" is defined in clause (a) of Section 5.1.9 of
the Existing Credit Agreement.

      "Base Rate Loan" means a Loan bearing interest at a fluctuating rate
determined by reference to the Alternate Base Rate.

      "B&L" is defined in the first recital.

      "Borrower" is defined in the preamble.

      "Borrower Pledge and Security Agreement" means the Pledge and Security
Agreement executed and delivered by an Authorized Officer of Borrower pursuant
to Section 3.6 of the Amendment Agreement, substantially in the form of Exhibit
G-1 hereto, together with any supplemental Foreign Pledge Agreements delivered
pursuant to the terms of the Existing Credit Agreement or this Agreement, in
each case as amended, supplemented, amended and restated or otherwise modified
from time to time.


                                      -10-
<PAGE>

      "Borrowing" means Loans of the same type and, in the case of LIBO Rate
Loans, having the same Interest Period made by the relevant Lenders on the same
Business Day and pursuant to the same Borrowing Request in accordance with
Section 2.1.

      "Borrowing Request" means a loan request and certificate duly executed by
an Authorized Officer of the Borrower, substantially in the form of Exhibit B-1
hereto.

      "Business Day" means any day which is neither a Saturday or Sunday nor a
legal holiday on which banks are authorized or required to be closed in
Designated City and, with respect to Borrowings of, Interest Periods with
respect to, payments of principal and interest in respect of, and conversions of
Base Rate Loans into, LIBO Rate Loans, on which dealings in Dollars are carried
on in the London interbank market.

      "Capital Expenditures" means for any period, the sum, without duplication,
of (i) the aggregate amount of all expenditures of the Borrower and its
Restricted Subsidiaries for fixed or capital assets made during such period
which, in accordance with GAAP, would be classified as capital expenditures, and
(ii) the aggregate amount of the principal component of all Capitalized Lease
Liabilities incurred during such period by the Borrower and its Restricted
Subsidiaries; provided that Capital Expenditures shall not include (i) any such
expenditures or any such principal component funded with (x) any Casualty
Proceeds, as permitted under clause (e) of Section 3.1.1, or (y) any Net
Disposition Proceeds of any asset sale permitted under clause (c) of Section
7.2.9 or any asset sale of obsolete or worn out equipment permitted under
subclause (a)(i) of Section 7.2.9 or (ii) any Investment made under Section
7.2.5 (other than pursuant to clause (d) thereof).

      "Capital Stock" means, (i) in the case of a corporation, any and all
capital or corporate stock, including shares of preferred or preference stock of
such corporation, (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) in respect of corporate or capital stock, (iii) in the case of a
partnership or limited liability company, any and all partnership or membership
interests (whether general or limited) and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.

      "Capitalized Lease Liabilities" means, without duplication, all monetary
obligations of the Borrower or any of its Subsidiaries under any leasing or
similar arrangement which, in accordance with GAAP, would be classified as
capitalized leases, and, for purposes of this Agreement and each other Loan
Document, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP, and the stated maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be terminated by the
lessee without payment of a penalty.


                                      -11-
<PAGE>

      "Cash Equivalent Investment" means, at any time:

            (a) any evidence of Indebtedness, maturing not more than one year
      after such time, issued directly by the United States of America or any
      agency thereof or guaranteed by the United States of America or any agency
      thereof;

            (b) commercial paper, maturing not more than nine months from the
      date of issue, which is (i) rated at least A-l by S&P or P-l by Moody's
      and not issued by an Affiliate of any Obligor, or (ii) issued by any
      Lender (or its holding company);

            (c) any time deposit, certificate of deposit or bankers acceptance,
      maturing not more than one year after such time, maintained with or issued
      by either (i) a commercial banking institution (including U.S. branches of
      foreign banking institutions) that is a member of the Federal Reserve
      System and has a combined capital and surplus and undivided profits of not
      less than $500,000,000, or (ii) any Lender;

            (d) short-term tax-exempt securities rated not lower than MIG-1/1+
      by either Moody's or S&P with provisions for liquidity or maturity
      accommodations of 183 days or less;

            (e) repurchase agreements which (i) are entered into with any entity
      referred to in clause (b) or (c) above or any other financial institution
      whose unsecured long-term debt (or the unsecured long-term debt of whose
      holding company) is rated at least A- or better by S&P or Baa1 or better
      by Moody's and maturing not more than one year after such time, (ii) are
      secured by a fully perfected security interest in securities of the type
      referred to in clause (a) above and (iii) have a market value at the time
      of such repurchase agreement is entered into of not less than 100% of the
      repurchase obligation of such counterparty entity with whom such
      repurchase agreement has been entered into;

            (f) any money market or similar fund not less than 95% of the assets
      of which are comprised of any of the items specified in clauses (a)
      through (e) above and as to which withdrawals are permitted at least every
      90 days; or

            (g) in the case of any Restricted Subsidiary of the Borrower
      organized or having its principal place of business outside the United
      States, investments denominated in the currency of the jurisdiction in
      which such Subsidiary is organized or has its principal place of business
      which are similar to the items specified in clauses (a) through (f) above.

      "Casualty Event" means the damage, destruction or condemnation, as the
case may be, of any property of the Borrower or any of its Restricted
Subsidiaries.


                                      -12-
<PAGE>

      "Casualty Proceeds" means, with respect to any Casualty Event, the amount
of any insurance proceeds or condemnation awards received by the Borrower or any
of its Restricted Subsidiaries in connection therewith, but excluding any
proceeds or awards required to be paid to a creditor (other than the Lenders)
which holds a Lien on the property which is the subject of such Casualty Event
which Lien (x) is permitted by Section 7.2.3 and (y) has priority over the Liens
securing the Obligations.

      "CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

      "CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

      "Change in Control" means (i) the failure of Holdco at any time to own,
free and clear of all Liens and encumbrances (other than Liens of the types
permitted to exist under clauses (b), (d) and (g) of Section 7.2.3), all right,
title and interest in 100% of the Capital Stock of the Borrower; (ii) the
failure of the DLJMBP at any time to own, free and clear of all Liens and
encumbrances (other than Liens (x) arising under the Investors' Agreement and
(y) of the types permitted to exist under clause (d) or (g) of Section 7.2.3)
all right, title and interest in at least 30% (on a fully diluted basis) of the
economic and voting interest in the Voting Stock of Holdco; or (iii) the failure
of DLJMBP and its Affiliates at any time to have the right to designate or cause
to be elected a majority of the Board of Directors of Holdco.

      "Charles River China" means SPAFAS Jinan Poultry Company, Ltd., a Chinese
corporation and Zhanjiang A&C Biological Ltd., a Chinese corporation.

      "Charles River Mexico" means Avers Libers de Patogenos Especificos, S.A.
de C.V., a Mexican corporation.

      "Charles River Japan" means Charles River Japan, Inc., a Japanese
corporation.

      "Charter Document" means, relative to any Obligor, its certificate of
incorporation, its by-laws or other constituent documents and all shareholder
agreements, voting trusts and similar arrangements to which such Obligor is a
party applicable to any of its authorized shares of Capital Stock.

      "Closing Date" means September 29, 1999, the date the initial Credit
Extensions were made under the Existing Credit Agreement.

      "Closing Date Certificate" means the certificate of an Authorized Officer
of the Borrower delivered pursuant to Section 5.1.4 of the Existing Credit
Agreement, a copy of which is attached hereto as Exhibit D.


                                      -13-
<PAGE>

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Commitment" means, as the context may require, (i) a Lender's Term-C Loan
Commitment, Revolving Loan Commitment or Letter of Credit Commitment or (ii) the
Swing Line Lender's Swing Line Loan Commitment.

      "Commitment Amount" means, as the context may require, the Term-C Loan
Commitment Amount, the Revolving Loan Commitment Amount, the Letter of Credit
Commitment Amount or the Swing Line Loan Commitment Amount.

      "Commitment Termination Date" means, as the context may require, the
Revolving Loan Commitment Termination Date or the Term-C Loan Commitment
Termination Date.

      "Commitment Termination Event" means (i) the occurrence of any Event of
Default described in clauses (b) through (d) of Section 8.1.9 with respect to
any Obligor (other than Subsidiaries that are not Material Subsidiaries), or
(ii) the occurrence and continuance of any other Event of Default and either (x)
the declaration of the Loans to be due and payable pursuant to Section 8.3, or
(y) in the absence of such declaration, the giving of notice to the Borrower by
the Administrative Agent, acting at the direction of the Required Lenders, that
the Commitments have been terminated.

      "Compliance Certificate" means a certificate duly completed and executed
by an Authorized Officer that is the president, the chief executive officer or
the chief financial or accounting officer of the Borrower, substantially in the
form of Exhibit E hereto.

      "Contingent Liability" means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other Person.
The amount of any Person's obligation under any Contingent Liability shall
(subject to any limitation set forth therein) be deemed to be the outstanding
principal amount of the debt, obligation or other liability guaranteed thereby.

      "Continuation/Conversion Notice" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer of the
Borrower, substantially in the form of Exhibit C hereto.

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


                                      -14-
<PAGE>

Section 414(b) or 414(c) of the Code or Section 4001 of ERISA, or for purposes
of Section 412 of the Code, Section 414(m) or Section 414(o) of the Code.

      "Credit Extension" means, as the context may require, (i) the making of a
Loan by a Lender, or (ii) the issuance of any Letter of Credit, or the extension
of any Stated Expiry Date of any previously issued Letter of Credit, by any
Issuer.

      "Credit Extension Request" means, as the context may require, any
Borrowing Request or Issuance Request.

      "CSFB" is defined in the preamble.

      "CRL" is defined in the first recital.

      "Current Assets" means, on any date, without duplication, all assets
which, in accordance with GAAP, would be included as current assets on a
consolidated balance sheet of the Borrower and its Restricted Subsidiaries at
such date as current assets (excluding, however, amounts due and to become due
from Affiliates of the Borrower which have arisen from transactions which are
other than arm's-length and in the ordinary course of its business).

      "Current Liabilities" means, on any date, without duplication, all amounts
which, in accordance with GAAP, would be included as current liabilities on a
consolidated balance sheet of the Borrower and its Restricted Subsidiaries at
such date, excluding current maturities of Indebtedness.

      "Debt" means, without duplication, the outstanding principal amount of all
Indebtedness of the Borrower and its Restricted Subsidiaries that (i) is of the
type referred to in clause (a), (b) (other than undrawn commercial letters of
credit and undrawn letters of credit in respect of workers' compensation,
insurance, performance and surety bonds and similar obligations, in each case
incurred in the ordinary course of business) or (c) of the definition of
"Indebtedness" and (ii) any Contingent Liability in respect of any of the
foregoing types of Indebtedness.

      "Default" means any Event of Default or any condition, occurrence or event
which, after notice or lapse of time or both, would, unless cured or waived,
constitute an Event of Default.

      "Designated City" means (i) Los Angeles, California if the Administrative
Agent is UBOC and (ii) Boston, Massachusetts if the Administrative Agent is
Fleet National Bank.

      "Disbursement" is defined in Section 2.6.2.

      "Disbursement Date" is defined in Section 2.6.2.

      "Disbursement Due Date" is defined in Section 2.6.2.


                                      -15-
<PAGE>

      "Disclosure Schedule" means the Disclosure Schedule attached hereto as
Schedule I, as it may be amended, supplemented or otherwise modified from time
to time by the Borrower with the written consent of the Required Lenders.

      "Discount Debentures Issuance" is defined in clause (b) of the fifth
recital.

      "DLJMBP" is defined in the first recital.

      "DLJMBP Contribution" is defined in the second recital.

      "Documentation Agent" is defined in the preamble.

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

      "Earn-outs" means any obligations by the Borrower or any of its Restricted
Subsidiaries to pay any amounts constituting the payment of deferred purchase
price with respect to any acquisition of a business (whether through the
purchase of assets or shares of Capital Stock), the amount of which payments is
calculated on the basis of, or by reference to, the bona fide financial or other
operating performance of such business or specified portion thereof or any other
similar arrangement.

      "EBITDA" means, for any applicable period, subject to clause (b) of
Section 1.4, the sum (without duplication) for the Borrower and its Restricted
Subsidiaries on a consolidated basis of

            (a) Net Income,

plus

            (b) the amount deducted in determining Net Income representing
      non-cash charges or expenses, including depreciation and amortization
      (excluding any non-cash charges representing an accrual of or reserve for
      cash charges to be paid within the next twelve months),

plus

            (c) the amount deducted in determining Net Income representing
      income taxes (whether paid or deferred),

plus

            (d) the amount deducted in determining Net Income representing
      Interest Expense and Transaction Payments,


                                      -16-
<PAGE>

minus

            (e) Restricted Payments of the type referred to in clause (c)(i) of
      Section 7.2.6 made during such period.

      "Eligible Institution" means a financial institution that has combined
capital and surplus of not less than $500,000,000 or its equivalent in foreign
currency, whose the long-term certificate of deposit rating or long-term senior
unsecured debt rating is rated "BBB" or higher by S&P and "Baa2" or higher by
Moody's or an equivalent or higher rating by a nationally recognized rating
agency if both of the two named rating agencies cease publishing ratings of
investments.

      "Environmental Laws" means all applicable federal, state or local
statutes, laws, ordinances, codes, rules and regulations (including consent
decrees and administrative orders) relating to the protection of the environment
or the effect of the environment on human health and safety.

      "Equity Contributions" is defined in the second recital.

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

      "Event of Default" is defined in Section 8.1.

      "Excess Cash Flow" means, for any applicable period, the excess (if any),
of

            (a) EBITDA for such applicable period;

over

            (b) the sum, without duplication (for such applicable period) of

                  (i) the cash portion of Interest Expense (net of interest
            income) for such applicable period;

      plus

                  (ii) scheduled payments, to the extent actually made, of the
            principal amount of the Term Loans and scheduled payments and
            optional and mandatory prepayments of the principal of any other
            funded Debt (including Capitalized Lease Liabilities) and mandatory
            prepayments of the principal amount of Revolving Loans pursuant to
            clause (f) of Section 3.1.1 in connection with a permanent reduction
            of any Revolving Loan Commitment Amount, in each case to the extent
            actually made and for such applicable period;


                                      -17-
<PAGE>

      plus

                  (iii) all federal, state and foreign income taxes actually
            paid in cash by the Borrower and its Restricted Subsidiaries for
            such applicable period;

      plus

                  (iv) Capital Expenditures actually made during such applicable
            period pursuant to clause (a) of Section 7.2.7 (excluding Capital
            Expenditures constituting Capitalized Lease Liabilities and by way
            of the incurrence of Indebtedness permitted pursuant to clause (c)
            of Section 7.2.2 to a vendor of any assets permitted to be acquired
            pursuant to Section 7.2.7 to finance the acquisition of such
            assets);

      plus

                  (v) the amount of the net increase (if any) of Current Assets,
            other than cash and Cash Equivalent Investments, over Current
            Liabilities of the Borrower and its Restricted Subsidiaries for such
            applicable period;

      plus

                  (vi) Investments permitted and actually made, in cash,
            pursuant to clause (d), (h), (l), (p), (q) or (r) (to the extent the
            Investments made in cash under such clause (r) are out of available
            cash of the Borrower and not using the proceeds of any Loans) of
            Section 7.2.5 during such applicable period (excluding Investments
            financed with the proceeds of any issuance of Capital Stock or
            Indebtedness other than Revolving Loans);

      plus

                  (vii) Restricted Payments of the type described in clauses
            (c)(ii) and (c)(iii) of Section 7.2.6 made during such applicable
            period.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Excluded Equity Proceeds" means any proceeds received by Holdco, the
Borrower or any of their respective Subsidiaries from the sale or issuance by
such Person of its Capital Stock or any warrants or options in respect of any
such Capital Stock or the exercise of any such warrants or options, in each case
pursuant to any such sale, issuance or exercise constituting or resulting from
(i) capital contributions to, or Capital Stock issuances by, Holdco, the
Borrower or any of their respective Subsidiaries (exclusive of any such
contribution or issuance resulting from a Public Offering or a widely
distributed private offering exempted from the registration


                                      -18-
<PAGE>

requirements of Section 5 of the Securities Act of 1933, as amended), (ii) any
subscription agreement, option plan, incentive plan or similar arrangement with
any officer, employee or director of such Person or any of its Subsidiaries,
(iii) any loan made by Holdco, the Borrower or any of their respective
Subsidiaries pursuant to clause (g) of Section 7.2.5, (iv) the sale of any
Capital Stock of Holdco to any officer, director or employee described in clause
(ii) above; provided such proceeds do not exceed $15,000,000 in the aggregate,
(v) the exercise of any options or warrants issued to any officer, employee or
director pursuant to any agreement, plan or arrangement described in clause (ii)
above, (vi) the issuance by Holdco of any of its common stock to repay or prepay
the PAIC Subordinated Convertible Note in accordance with the proviso to clause
(b) of Section 7.2.6 and (B) $16,500,000 of its common stock in connection with
the Primedica Related Issuance, (vii) the Primedica Related Issuance or (viii)
the exercise of any Warrants.

      "Existing Business" means the businesses of the commercial production and
supply of animal research models and related biomedical products and services of
CRL and the Other Asset Contributors contributed to the Borrower as such
businesses were in existence and carried on immediately prior to the Closing
Date.

      "Existing Credit Agreement" is defined in the Amendment Agreement.

      "Existing Revolving Loans" means the "Revolving Loans" held by the Lenders
under the Existing Credit Agreement which have been designated as Existing
Revolving Loans hereunder pursuant to Section 2.3.3.

      "Existing Term-A Loans" means the "Term-A Loans" held by the Lenders under
the Existing Credit Agreement which have been designated as Existing Term-A
Loans hereunder pursuant to Section 2.3.3.

      "Existing Term-B Loans" means the "Term-B Loans" held by the Lenders under
the Existing Credit Agreement which have been designated as Existing Term-B
Loans hereunder pursuant to Section 2.3.3.

      "Existing Term Loans" means collectively, the Existing Term-A Loans and
the Existing Term-B Loans.

      "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to (i) the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or (ii) if such rate is not so published for
any day which is a Business Day, the average of the quotations for such day on
such transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by it.


                                      -19-
<PAGE>

      "Fee Letter" means the confidential fee letter, dated as of February 2,
2001, between the Borrower and CSFB.

      "Filing Agent" is defined in Section 5.1.8.

      "Filing Statement" means any UCC financing statement (Form UCC-1) or other
similar statement or UCC termination statement (Form UCC-3) required pursuant to
the Loan Documents.

      "Fiscal Quarter" means any fiscal quarter of a Fiscal Year.

      "Fiscal Year" means any twelve-month period ending on December 31 of any
calendar year.

      "Fixed Charge Coverage Ratio" means, at the end of any Fiscal Quarter,
subject to clause (b) of Section 1.4, the ratio computed for the period
consisting of such Fiscal Quarter and each of the three immediately prior Fiscal
Quarters of

            (a) (i) EBITDA for all such Fiscal Quarters;

      minus

                  (ii) Capital Expenditures actually made during all such Fiscal
            Quarters pursuant to clause (a) of Section 7.2.7 (excluding Capital
            Expenditures constituting Capitalized Lease Liabilities and by way
            of the incurrence of Indebtedness permitted pursuant to Section
            7.2.2(c) to a vendor of any assets permitted to be acquired pursuant
            to Section 7.2.7 to finance the acquisition of such assets). over

      (b) the sum (without duplication) of

                  (i) the cash portion of Interest Expense (net of interest
            income) for all such Fiscal Quarters;

      plus

                  (ii) all scheduled payments of principal of the Term Loans and
            other funded Debt (including the principal portion of any
            Capitalized Lease Liabilities) during all such Fiscal Quarters;


                                      -20-
<PAGE>

      plus

                  (iii) Restricted Payments made or permitted to be made
            pursuant to clauses (c)(ii) and (c)(iii)(y) of Section 7.2.6 during
            all such Fiscal Quarters;

      plus

                  (iv) all federal, state and foreign income taxes actually paid
            or payable in cash by the Borrower and its Restricted Subsidiaries
            for all such Fiscal Quarters.

      "Foreign Pledge Agreement" means any supplemental pledge agreement
governed by the laws of a jurisdiction other than the United States or a State
thereof executed and delivered by the Borrower or any of its Restricted
Subsidiaries pursuant to the terms of this Agreement, in form and substance
satisfactory to the Administrative Agent, as may be necessary or desirable under
the laws of organization or incorporation of a Subsidiary to further protect or
perfect the Lien on and security interest in any Collateral (as defined in a
Pledge Agreement).

      "Foreign Subsidiary" means any Subsidiary that is not a U.S. Subsidiary.

      "F.R.S. Board" means the Board of Governors of the Federal Reserve System
or any successor thereto.

      "Future Pledged Foreign Subsidiary" is a Restricted Subsidiary and a
Foreign Subsidiary having, at any time of determination, total assets with a
value of at least $5,000,000.

      "GAAP" is defined in Section 1.4.

      "GTC" is defined in the eighth recital.

      "Hazardous Material" means

            (a) any "hazardous substance", as defined by CERCLA;

            (b) any "hazardous waste", as defined by the Resource Conservation
      and Recovery Act, as amended;

            (c) any petroleum product; or

            (d) any pollutant or contaminant or hazardous, dangerous or toxic
      chemical, material or substance within the meaning of any other applicable
      Environmental Law.

      "Hedging Obligations" means, with respect to any Person, all liabilities
of such Person under interest rate or currency swap agreements, interest or
exchange rate cap agreements and


                                      -21-
<PAGE>

interest or exchange rate collar agreements, and all other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates, currency exchange rates or commodity prices.

      "herein", "hereof", "hereto", "hereunder" and similar terms contained in
this Agreement or any other Loan Document refer to this Agreement or such other
Loan Document, as the case may be, as a whole and not to any particular Section,
paragraph or provision of this Agreement or such other Loan Document.

      "Holdco" is defined in the second recital.

      "Holdco Guaranty and Pledge Agreement" means the Amended and Restated
Guaranty and Pledge Agreement executed and delivered by an Authorized Officer of
Holdco pursuant to Section 3.5 of the Amendment Agreement, substantially in the
form of Exhibit G-1 hereto, as amended, supplemented, amended and restated or
otherwise modified from time to time.

      "Impermissible Qualification" means, relative to the opinion or
certification of any independent public accountant as to any financial statement
of any Obligor, any qualification or exception to such opinion or certification
(i) which is of a "going concern" or similar nature, (ii) which relates to the
limited scope of examination of matters relevant to such financial statement
(except, in the case of matters relating to any acquired business or assets, in
respect of the period prior to the acquisition by such Obligor of such business
or assets), or (iii) which relates to the treatment or classification of any
item in such financial statement and which, as a condition to its removal, would
require an adjustment to such item the effect of which would be to cause the
Borrower to be in default of any of its obligations under Section 7.2.4.

      "including" means including without limiting the generality of any
description preceding such term, and, for purposes of this Agreement and each
other Loan Document, the parties hereto agree that the rule of ejusdem generis
shall not be applicable to limit a general statement, which is followed by or
referable to an enumeration of specific matters, to matters similar to the
matters specifically mentioned.

      "Indebtedness" of any Person means, without duplication:

            (a) all obligations of such Person for borrowed money or for the
      deferred purchase price of property or services (exclusive of (i) deferred
      purchase price arrangements in the nature of open or other accounts
      payable owed to suppliers on normal terms in connection with the purchase
      of goods and services in the ordinary course of business and (ii)
      Earn-outs (until such time as the obligation associated with the Earn-out
      is recorded as a liability on the balance sheet of the Borrower in
      accordance with GAAP)) and all obligations of such Person evidenced by
      bonds, debentures, notes or other similar instruments;


                                      -22-
<PAGE>

            (b) all obligations, contingent or otherwise, relative to the face
      amount of all letters of credit, whether or not drawn, and banker's
      acceptances issued for the account of such Person;

            (c) all Capitalized Lease Liabilities;

            (d) net liabilities of such Person under all Hedging Obligations;

            (e) whether or not so included as liabilities in accordance with
      GAAP, all Indebtedness of the types referred to in clauses (a) through (d)
      above (excluding prepaid interest thereon) secured by a Lien on property
      owned or being purchased by such Person (including Indebtedness arising
      under conditional sales or other title retention agreements), whether or
      not such Indebtedness shall have been assumed by such Person or is limited
      in recourse; provided, however, that, to the extent such Indebtedness is
      limited in recourse to the assets securing such Indebtedness, the amount
      of such Indebtedness shall be limited to the fair market value of such
      assets; and

            (f) all Contingent Liabilities of such Person in respect of any of
      the foregoing.

For all purposes of this Agreement, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer (to the extent such Person is liable for
such Indebtedness).

      "Indemnified Liabilities" is defined in Section 10.4.

      "Indemnified Parties" is defined in Section 10.4.

      "Initial Public Offering" means for any Person, any sale of the Capital
Stock of such Person to the public pursuant to an initial primary offering
registered under the Securities Act of 1933.

      "Interest Coverage Ratio" means, at the end of any Fiscal Quarter, subject
to clause (b) of Section 1.4, the ratio computed for the period consisting of
such Fiscal Quarter and each of the three immediately prior Fiscal Quarters of:

            (a) EBITDA (for all such Fiscal Quarters)

to

            (b) the cash portion of Interest Expense (net of interest income)
      (for all such Fiscal Quarters).


                                      -23-
<PAGE>

      "Interest Expense" means, for any applicable period, the aggregate
consolidated interest expense of the Borrower and its Restricted Subsidiaries
for such applicable period, as determined in accordance with GAAP, including the
portion of any payments made in respect of Capitalized Lease Liabilities
allocable to interest expense, but excluding (to the extent included in interest
expense) up-front fees and expenses and the amortization of all deferred
financing costs.

      "Interest Period" means, as to any LIBO Rate Loan, the period commencing
on the Borrowing date of such Loan or on the date on which the Loan is converted
into or continued as a LIBO Rate Loan, and ending on the date one, two, three,
six or, if consented to by each applicable Lender, nine or twelve months
thereafter as selected by the Borrower in its Borrowing Request or its
Conversion/Continuation Notice; provided however 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 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;

            (iii) no Interest Period for any Loan shall extend beyond the Stated
      Maturity Date for such Loan;

            (iv) no Interest Period applicable to a Term Loan or portion thereof
      shall extend beyond any date upon which is due any scheduled principal
      payment in respect of the Term Loans unless the aggregate principal amount
      of Term Loans represented by Base Rate Loans, or by LIBO Rate Loans having
      Interest Periods that will expire on or before such date, equals or
      exceeds the amount of such principal payment; and

            (v) there shall be no more than ten Interest Periods in effect at
      any one time;

provided that with respect to the single Borrowing of Term-C Loans consisting of
LIBO Rate Loans to be made on the Primedica Acquisition Date, Interest Period
means the period commencing on (and including) the Business Day on which such
Borrowing is made and ending on (and including) the last Business Day of the
calendar month following the month in which such Borrowing is made.

      "Investors' Agreement" means the Investors' Agreement dated as of
September 29, 1999 among Holdco, DLJMBP, Acquisition LLC and certain other
holders of the Capital Stock of Holdco from time to time party thereto.


                                      -24-
<PAGE>

      "Investment" means, relative to any Person, (i) any loan or advance made
by such Person to any other Person (excluding commission, travel, relocation and
similar advances to officers, directors and employees (or individuals acting in
similar capacities) made in the ordinary course of business), and (ii) any
ownership or similar interest (in the nature of Capital Stock) held by such
Person in any other Person. The amount of any Investment shall be the original
principal or capital amount thereof less all returns of principal or equity
thereon (and without adjustment by reason of the financial condition of such
other Person) and shall, if made by the transfer or exchange of property other
than cash, be deemed to have been made in an original principal or capital
amount equal to the fair market value of such property at the time of such
transfer or exchange.

      "Issuance Request" means a Letter of Credit request and certificate duly
executed by an Authorized Officer of the Borrower, substantially in the form of
Exhibit B-3 hereto.

      "Issuer" means the Administrative Agent in its capacity as issuer of
Letters of Credit and any Lender as may be designated by the Borrower (and
consented to by the Agents and such Lender, such consent by the Agents not to be
unreasonably withheld) in its capacity as issuer of Letters of Credit.

      "Lead Arranger" means CSFB.

      "Lender Assignment Agreement" means a Lender Assignment Agreement
substantially in the form of Exhibit I hereto.

      "Lenders" is defined in the preamble.

      "Letter of Credit" is defined in Section 2.1.3.

      "Letter of Credit Commitment" means, with respect to any Issuer, such
Issuer's obligation to issue Letters of Credit pursuant to Section 2.1.3 and,
with respect to each of the other Lenders that has a Revolving Loan Commitment,
the obligation of each such Lender to participate in such Letters of Credit
pursuant to Section 2.6.1.

      "Letter of Credit Commitment Amount" means, on any date, a maximum amount
of $15,000,000, as such amount may be reduced from time to time pursuant to
Section 2.2.

      "Letter of Credit Outstandings" means, on any date, an amount equal to the
sum of

            (a) the then aggregate amount which is undrawn and available under
      all issued and outstanding Letters of Credit,


                                      -25-
<PAGE>

plus

            (b) the then aggregate amount of all unpaid and outstanding
      Reimbursement Obligations in respect of such Letters of Credit.

      "Leverage Ratio" means, at the end of any Fiscal Quarter, subject to
clause (b) of Section 1.4, the ratio of

            (a) total Debt less cash and Cash Equivalent Investments of the
      Borrower and its Restricted Subsidiaries on a consolidated basis
      outstanding at such time;

to

            (b) EBITDA for the period of four consecutive Fiscal Quarters ended
      on such date.

      "Leverage Ratio Estimate" is defined in the definition of Applicable
Commitment Fee.

      "LIBO Rate" means, relative to any Interest Period for LIBO Rate Loans,
the applicable London interbank offered rate for deposits in U.S. dollars
appearing on Dow Jones Markets (Telerate Page 3750) as of 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period, and
having a maturity equal to such Interest Period; provided that, if Dow Jones
Markets (Telerate Page 3750) is not available for any reason, the applicable
Eurodollar Base Rate for the relevant Interest Period shall instead be the
applicable London interbank offered rate for deposits in U.S. Dollars appearing
on Reuters Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to
the first day of such Interest Period, and having a maturity equal to such
Interest Period.

      "LIBO Rate Loan" means a Loan bearing interest, at all times during an
Interest Period applicable to such Loan, at a fixed rate of interest determined
by reference to the LIBO Rate (Reserve Adjusted).

      "LIBO Rate (Reserve Adjusted)" means, relative to any Loan to be made,
continued or maintained as, or converted into, a LIBO Rate Loan for any Interest
Period, the rate of interest per annum (rounded upwards to the next 1/100th of
1%) determined by the Administrative Agent as follows:

                                                     LIBO Rate
                  LIBO Rate           =    -------------------------------
               (Reserve Adjusted)          1.00 - LIBOR Reserve Percentage

      The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate
Loans will be adjusted automatically as to all LIBO Rate Loans then outstanding
as of the effective date of any change in the LIBOR Reserve Percentage.


                                      -26-
<PAGE>

      "LIBOR Office" means, relative to any Lender, the office of such Lender
designated as such on Schedule II hereto or in the Lender Assignment Agreement
pursuant to which such Lender became a Lender under the Existing Credit
Agreement or hereunder or such other office of a Lender as shall be so
designated from time to time by notice from such Lender to the Borrower and the
Administrative Agent, which shall be making or maintaining LIBO Rate Loans of
such Lender hereunder.

      "LIBOR Reserve Percentage" means, relative to any Interest Period for LIBO
Rate Loans, the percentage (expressed as a decimal, rounded upward to the next
1/100th of 1%) in effect on such day (whether or not applicable to any Lender)
under regulations issued from time to time by the F.R.S. Board for determining
the maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the F.R.S. Board).

      "Lien" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property, or any filing or recording of any
instrument or document in respect of the foregoing, to secure payment of a debt
or performance of an obligation or any other priority or preferential treatment
of any kind or nature whatsoever that has the practical effect of creating a
security interest in property.

      "Loan" means, as the context may require, a Revolving Loan, a Term-A Loan,
a Term-B Loan, a Term-C Loan or a Swing Line Loan, of any type.

      "Loan Document" means this Agreement, the Amendment Agreement, the Notes,
the Letters of Credit, each Rate Protection Agreement under which the
counterparty to such agreement is (or at the time such Rate Protection Agreement
was entered into, was) a Lender or an Affiliate of a Lender relating to Hedging
Obligations of the Borrower or any of its Subsidiaries, each Borrowing Request,
each Issuance Request, the Fee Letter, the Administrative Agent Fee Letter, each
Pledge Agreement, the Subsidiary Guaranty, each Mortgage (upon execution and
delivery thereof), and each other agreement, document or instrument delivered in
connection with this Agreement or any other Loan Document, whether or not
specifically mentioned herein or therein.

      "Material Adverse Effect" means (a) a material adverse effect on the
financial condition, operations, assets, business, properties or prospects of
the Borrower and its Restricted Subsidiaries, taken as a whole, (b) a material
impairment of the ability of the Borrower or any other Obligor to perform its
respective material obligations under the Loan Documents to which it is or will
be a party, or (c) an impairment of the validity or enforceability of, or a
material impairment of the rights, remedies or benefits available to each
Issuer, the Agents, the Lead Arranger or the Lenders under, this Agreement or
any other Loan Document.


                                      -27-
<PAGE>

      "Material Documents" means the Recapitalization Agreement, the Sierra
Acquisition Agreement, the Charter Documents of each of the Borrower and Holdco,
the Investors' Agreement, Seller Subordinated Discount Note, Senior Discount
Debentures, the Warrants, the Warrant Agreement, the PAIC Purchase Agreement,
the PAIC Subordinated Convertible Note, the Primedica Purchase Agreement and the
Senior Subordinated Debt Documents, each as amended, supplemented, amended and
restated or otherwise modified from time to time as permitted in accordance with
the terms hereof or of any other Loan Document.

      "Material Subsidiary" means (i) any direct or indirect Restricted
Subsidiary of the Borrower which holds, owns or contributes, as the case may be,
3% or more of the gross revenues, assets or EBITDA of the Borrower and its
Restricted Subsidiaries, on a consolidated basis, and (ii) any Restricted
Subsidiary of the Borrower designated by the Borrower as a Material Subsidiary.
The Borrower shall designate one or more Restricted Subsidiaries of the Borrower
as Material Subsidiaries if, in the absence of such designation, the aggregate
gross revenues, assets or EBITDA of all Restricted Subsidiaries of the Borrower
that are not Material Subsidiaries would exceed 5% of the gross revenues, assets
or EBITDA of the Borrower and its Restricted Subsidiaries, on a consolidated
basis.

      "Merger" is defined in the second recital.

      "Moody's" means Moody's Investors Service, Inc.

      "Mortgage" means, collectively, each Mortgage or Deed of Trust executed
and delivered pursuant to the terms of this Agreement, including Section
7.1.8(b) or 7.1.12 of the Existing Credit Agreement and Section 7.1.8(b), in
form and substance reasonably satisfactory to the Agents.

      "Net Debt Proceeds" means with respect to the incurrence, sale or issuance
by Holdco, the Borrower or any Restricted Subsidiary of the Borrower of any Debt
(other than Debt incurred as part of the Original Transaction and other Debt
permitted by Section 7.2.2 and clause (b)(i) of Section 5.9 of the Holdco
Guaranty and Pledge Agreement) the excess of:

            (a) the gross cash proceeds received by Holdco, the Borrower or any
      such Restricted Subsidiary from such incurrence, sale, or issuance,

over

            (b) the sum (without duplication) of (i) all reasonable and
      customary underwriting commissions and legal, investment banking,
      brokerage and accounting and other professional fees, sales commissions
      and disbursements and all other reasonable fees, expenses and charges, in
      each case actually incurred in connection with such incurrence, sale or
      issuance and (ii) in the case of any Debt incurred, sold or issued by any
      Foreign


                                      -28-
<PAGE>

      Subsidiary, any taxes or other costs or expenses resulting from
      repatriating any such proceeds to the United States.

      "Net Disposition Proceeds" means, with respect to any sale, transfer or
other disposition of any assets of the Borrower or any of its Restricted
Subsidiaries (other than transfers made as part of the Original Transaction and
other sales permitted pursuant to clause (a), (b), (d) (to the extent the
proceeds of the transfer permitted thereunder constitute Net Casualty Proceeds)
or (e) of Section 7.2.9, but including any sale or issuance of Capital Stock of
any such Subsidiary to any Person other than the Borrower or any of its
Restricted Subsidiaries), the excess of

            (a) the sum of the gross cash proceeds received, directly or
      indirectly, by the Borrower or any of its Restricted Subsidiaries from any
      such sale, transfer or other disposition and any cash payments received in
      respect of promissory notes or other non- cash consideration delivered to
      the Borrower or such Restricted Subsidiary in respect thereof,

less

            (b) the sum (without duplication) of (i) all reasonable and
      customary fees and expenses with respect to legal, investment banking,
      brokerage, accounting and other professional fees, sales commissions and
      disbursements and all other reasonable fees, expenses and charges, in each
      case actually incurred in connection with such sale, transfer or other
      disposition, (ii) all taxes and other governmental costs and expenses
      actually paid or estimated by the Borrower (in good faith) to be payable
      in cash in connection with such sale, transfer or other disposition
      (including, in the event of a transfer, sale or other disposition of
      non-U.S. assets, any such taxes or other costs or expenses resulting from
      repatriating any such proceeds to the United States), (iii) payments made
      by the Borrower or any of its Restricted Subsidiaries to retire
      Indebtedness (other than the Loans) of the Borrower or any of its
      Restricted Subsidiaries where payment of such Indebtedness is required in
      connection with such sale, transfer or other disposition and (iv) reserves
      for purchase price adjustments and retained fixed liabilities reasonably
      expected to be payable by the Borrower and its Restricted Subsidiaries in
      cash in connection therewith;

provided, however, that if, after the payment of all taxes, purchase price
adjustments and retained fixed liabilities with respect to such sale, transfer
or other disposition, the amount of estimated taxes, purchase price adjustments
or retained fixed liabilities, if any, pursuant to clause (b)(ii) or (b)(iv)
above exceeded the tax, purchase price adjustment or retained fixed liabilities
amount actually paid in cash in respect of such sale, transfer or other
disposition, the aggregate amount of such excess shall, at such time, constitute
Net Disposition Proceeds.

      "Net Equity Proceeds" means with respect to any sale or issuance by Holdco
or the Borrower to any Person of any Capital Stock of Holdco or the Borrower, as
the case may be, or any warrants or options with respect to any such Capital
Stock or the exercise of any such


                                      -29-
<PAGE>

warrants or options after the Closing Date (exclusive of any such proceeds
constituting Excluded Equity Proceeds) the excess of:

            (a) the gross cash proceeds received by Holdco or the Borrower from
      such sale, exercise or issuance,

over

            (b) the sum, without duplication, of all reasonable and customary
      underwriting commissions and legal, investment banking, brokerage,
      accounting and other professional fees, sales commissions and
      disbursements and all other reasonable fees, expenses and charges, in each
      case actually incurred in connection with such sale or issuance.

      "Net Income" means, for any period, the net income of the Borrower and its
Subsidiaries for such period on a consolidated basis, excluding (a) net losses
or gains realized in connection with any sale, lease, conveyance or other
disposition of any asset (other than in the ordinary course of business) and (b)
extraordinary or non-recurring losses or gains; provided, however, that the Net
Income or loss of any Person that is not a Restricted Subsidiary or that is
accounted for by the equity method of accounting shall be included only to the
extent of the amount of dividends or distributions paid to the Borrower or a
Restricted Subsidiary in cash.

      "New Transaction" is defined in the ninth recital.

      "Non-Consenting Lender" means any Lender that, in response to any request
by the Borrower or any Agent to a departure from, waiver of or amendment to any
provision of any Loan Document that requires the agreement of all Lenders or all
Lenders with respect to a particular Tranche, which departure, waiver or
amendment receives the consent of the Required Lenders or the holders of a
majority of the Commitments or (if the applicable Commitments in respect of such
Tranche shall have expired or been terminated) outstanding Credit Extensions in
respect of such Tranche, as the case may be, shall not have given its consent to
such departure, waiver or amendment.

      "Non-Funding Lender" means a Lender that shall have failed to fund any
Loan hereunder that it was required to have funded in accordance with the terms
hereof, which Loan was included in any Borrowing in respect of which a majority
of the aggregate principal amount of all Loans included in such Borrowing were
funded by the Lenders party thereto.

      "Non-Recourse Debt" means Indebtedness (i) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Borrower or any of its Restricted Subsidiaries to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity, and (ii) as to which the lenders have been
notified in writing that they will not have any


                                      -30-
<PAGE>

recourse to the Capital Stock or assets of the Borrower or any of its Restricted
Subsidiaries (other than Capital Stock of Unrestricted Subsidiaries pledged by
the Borrower or a Restricted Subsidiary to secure Debt of such Unrestricted
Subsidiary); provided, however, that in no event shall Indebtedness of any
Unrestricted Subsidiary fail to be Non-Recourse Debt solely as a result of any
default provisions contained in a guarantee thereof by the Borrower or any of
its Restricted Subsidiaries if the Borrower or such Restricted Subsidiary was
otherwise permitted to incur such guarantee under this Agreement.

      "Non-U.S. Lender" means any Lender (including each Assignee Lender) that
is not (i) a citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any state thereof, or (iii) an estate or trust that is subject
to U.S. Federal income taxation regardless of the source of its income.

      "Note" means, as the context may require, a Revolving Note, a Term-A Note,
a Term-B Note, a Term-C Note or a Swing Line Note.

      "Obligations" means all obligations (monetary or otherwise) of the
Borrower and each other Obligor arising under or in connection with this
Agreement and each other Loan Document.

      "Obligor" means the Borrower or any other Person (other than any Agent,
the Lead Arranger, any Issuer, the Swing Line Lender or any Lender) obligated
under any Loan Document.

      "Original Transaction" is defined in the second recital.

      "Other Asset Contributors" is defined in the second recital.

      "PAIC" is defined in the seventh recital.

      "PAIC Acquisition" is defined in the seventh recital.

      "PAIC Conversion Event" is defined in clause (b) of Section 7.2.6.

      "PAIC Purchase Agreement" is defined in the seventh recital.

      "PAIC Subordinated Convertible Note" is defined in the seventh recital.

      "PAIC Transaction Fees and Expenses" is defined in the seventh recital.

      "PAIC Trigger Date" means the earlier of (x) the date on which PAIC
becomes liable or contingently liable for any Indebtedness of the Borrower or
any of its Subsidiaries (other than PAIC or any of its Subsidiaries) and (y)
three months following the date on which the PAIC becomes a Subsidiary of the
Borrower.


                                      -31-
<PAGE>

      "Participant" is defined in Section 10.11.2.

      "PBGC" means the Pension Benefit Guaranty Corporation and any successor
entity.

      "Pension Plan" means a "pension plan", as such term is defined in Section
3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer
plan as defined in Section 4001(a)(3) of ERISA), and to which the Borrower or
any corporation, trade or business that is, along with the Borrower, a member of
a Controlled Group, has or within the prior six years has had any liability,
including any liability by reason of having been a substantial employer within
the meaning of Section 4063 of ERISA at any time during the preceding five
years, or by reason of being deemed to be a contributing sponsor under Section
4069 of ERISA.

      "Percentage" means, relative to any Lender, the applicable percentage
relating to Term-A Loans, Term-B Loans, Term-C Loans or Revolving Loans, as the
case may be, as set forth opposite its name in Schedule II to the Existing
Credit Agreement, the Amendment Agreement or in a Lender Assignment Agreement(s)
under the applicable column heading, as such percentage may be adjusted from
time to time pursuant to Lender Assignment Agreement(s) executed by such Lender
and its Assignee Lender(s) and delivered pursuant to Section 10.11 or, in the
case of a Lender's Percentage relating to Revolving Loans, pursuant to clause
(c) of Section 2.1.2. A Lender shall not have any Commitment to make Revolving
Loans or Term-C Loans (as the case may be) if its percentage under the
respective column heading is zero.

      "Person" means any natural person, corporation, partnership, firm,
association, trust, government, governmental agency, limited liability company
or any other entity, whether acting in an individual, fiduciary or other
capacity.

      "Plan" means any Pension Plan or Welfare Plan.

      "Pledge Agreement" means, as the context may require, the Borrower Pledge
and Security Agreement, the Holdco Guaranty and Pledge Agreement or the
Subsidiary Pledge and Security Agreement.

      "Pledge and Security Agreement" means, as the context may require, the
Borrower Pledge and Security Agreement or the Subsidiary Pledge and Security
Agreement.

      "Primedica" is defined in the eighth recital.

      "Primedica Acquisition" is defined in the eighth recital.

      "Primedica Acquisition Date" means the date that the Primedica Acquisition
is consummated pursuant to clause (q) of Section 7.2.5 and the conditions set
forth in Section 5.1 shall have been satisfied.


                                      -32-
<PAGE>

      "Primedica Acquisition Date Certificate" means the certificate executed
and delivered by the Borrower pursuant to Section 5.1.7 and in form and
substance reasonably satisfactory to the Agents.

      "Primedica Assumed Debt" is defined in clause (q) of Section 7.2.5.

      "Primedica Assumed Debt Documents" is defined in clause (q) of Section
7.2.5.

      "Primedica Debt Assumption" is defined in the ninth recital.

      "Primedica Mortgaged Facilities" means the Primedica Toxicology Facility
and the Primedica Worcester Facility, in each case, to the extent a mortgage or
deed of trust in respect of such facility was executed and delivered by
Primedica or any of Subsidiaries in favor of a creditor holding Primedica
Assumed Debt prior to the Amendment Effective Date and for so long as such
mortgage or deed of trust (or a replacement therefor was executed and delivered
by the Borrower following the merger of any such Person with and into the
Borrower as permitted under Section 7.2.8(a)) remains in full force and effect.

      "Primedica Purchase Agreement" is defined in the eighth recital.

      "Primedica Related Issuance" is defined in the ninth recital.

      "Primedica Toxicology Facility" means the toxicology facility of Primedica
located at 100 East Boone Street, Redfield, Arkansas.

      "Primedica Transaction Fees and Expenses" is defined in the eighth
recital.

      "Primedica Trigger Date" means the earlier of (x) the date on which
Primedica becomes liable or contingently liable for any Indebtedness of the
Borrower or any of its Subsidiaries (other than Primedica or any of its
Subsidiaries) and (y) 30 days following the date on which the Primedica becomes
a Subsidiary of the Borrower.

      "Primedica Worcester Facility" means the facility of Primedica Worcester,
Inc. located at 57 Union Street, Worcester, Massachusetts.

      "Pro Forma Financial Statements" is defined in clause (b) of Section 5.1.9
of the Existing Credit Agreement.

      "Public Offering" means, for any Person, any sale after the Closing Date
of the Capital Stock of such Person to the public pursuant to a primary offering
registered under the Securities Act of 1933, as amended.


                                      -33-
<PAGE>

      "Quarterly Payment Date" means the last day of each of March, June,
September and December, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing with March 31, 2001.

      "Rate Protection Agreement" means any interest rate swap, cap, collar or
similar agreement entered into by the Borrower pursuant to the terms of this
Agreement under which the counterparty to such agreement is (or at the time such
Rate Protection Agreement was entered into, was) a Lender or an Affiliate of a
Lender.

      "Recapitalization Agreement" is defined in the first recital.

      "Refunded Swing Line Loans" is defined in clause (b) of Section 2.3.2.

      "Register" is defined in clause (b) of Section 2.7.

      "Reimbursement Obligation" is defined in Section 2.6.3.

      "Reinstatement Date" is defined in Section 4.1.

      "Related Fund" means, with respect to any Lender that is a fund that
invests in commercial loans, any other fund that invests in commercial loans and
is managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

      "Release" means a "release", as such term is defined in CERCLA.

      "Replacement Lender" is defined in Section 4.11.

      "Replacement Notice" is defined in Section 4.11.

      "Required Lenders" means, at any time, Lenders holding at least 51% of the
Total Exposure Amount.

      "Resource Conservation and Recovery Act" means the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901, et seq., as in effect from time to
time.

      "Restricted Payments" is defined in Section 7.2.6.

      "Restricted Payments Compliance Certificate" means a certificate duly
completed and executed by an Authorized Officer that is the president, the chief
executive officer or the chief financial or accounting officer of the Borrower,
substantially in the form of Exhibit F hereto.

      "Restricted Subsidiary" means any Subsidiary of the Borrower that is not
an Unrestricted Subsidiary.


                                      -34-
<PAGE>

      "Revolving Loans" is defined in Section 2.1.2.

      "Revolving Loan Commitment" is defined in Section 2.1.2.

      "Revolving Loan Commitment Amount" means, on any date, $30,000,000, as
such amount may be increased from time to time pursuant to clause (c) of Section
2.1.2 or reduced from time to time pursuant to Section 2.2.

      "Revolving Loan Commitment Termination Date" means the earlier of (i) the
sixth anniversary of the Closing Date and (ii) the date on which the Revolving
Loan Commitment Amount is terminated in full or reduced to zero pursuant to
Section 2.2, and (iii) the date on which any Commitment Termination Event
occurs.

      "Revolving Note" means, collectively, (i) each Revolving Note (as defined
in the Existing Credit Agreement) (as such promissory note may be amended,
endorsed or otherwise modified from time to time (including in the form of
Exhibit A-1 hereto)), evidencing the aggregate Indebtedness of the Borrower to
such Lender resulting from outstanding Existing Revolving Loans, (ii) each
promissory note of the Borrower payable to the order of any Lender, in the form
of Exhibit A-1 hereto (as such promissory note may be amended, endorsed or
otherwise modified from time to time), evidencing the aggregate Indebtedness of
the Borrower to such Lender resulting from outstanding Revolving Loans, and
(iii) each other promissory note accepted from time to time in substitution
therefor or renewal thereof.

      "Rollover Equity" means the shares equal to approximately 12.5% of Holdco
outstanding after the Merger which will either be retained by CRL or exchanged
by CRL for such percentage of a new class of shares of common stock of Holdco.

      "SAIC" is defined in the seventh recital.

      "S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill,
Inc.

      "SBI" is defined in the fourth recital.

      "Secured Parties" means, collectively, the Lenders, the Issuers, the
Agents and each counterparty to a Rate Protection Agreement that is (or at the
time such Rate Protection Agreement was entered into, was) a Lender or an
Affiliate of a Lender.

      "Seller Note Issuance" is defined in clause (d) of the fifth recital.

      "Seller Subordinated Discount Note" means the Subordinated Discount Note
in an initial principal amount of $43,000,000 issued by Holdco to CRL on the
Closing Date.


                                      -35-
<PAGE>

      "Senior Discount Debentures" the Senior Discount Debentures in an initial
principal amount of $40,000,000 issued by Holdco on the Closing Date.

      "Senior Subordinated Debt" means the Senior Subordinated Notes.

      "Senior Subordinated Debt Documents" means the Senior Subordinated Notes
and all other instruments, agreements or other documents evidencing or governing
any Senior Subordinated Debt or pursuant to which any Senior Subordinated Debt
has been issued.

      "Senior Subordinated Notes" is defined in clause (a) of the fifth recital.

      "Sierra Acquisition" is defined in the fourth recital.

      "Sierra Acquisition Agreement" is defined in the fourth recital.

      "Solvent" means, with respect to any Person on a particular date, that on
such date (a) the fair value of the property of such Person is greater than the
total amount of liabilities, including contingent liabilities, of such Person,
(b) the present fair salable value of the assets of such Person is not less than
the amount that will be required to pay the probable liability of such Person on
its debts as they become absolute and matured, (c) 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 (d) such
Person is not engaged in business or a transaction, and such Person is not about
to engage in business or a transaction, for which such Person's property would
constitute an unreasonably small capital. The amount of contingent liabilities
at any time shall be computed as the amount that, in light of all the facts and
circumstances existing at such time, can reasonably be expected to become an
actual or matured liability.

      "Stated Amount" of each Letter of Credit means the total amount available
to be drawn under such Letter of Credit upon the issuance thereof.

      "Stated Expiry Date" is defined in Section 2.6.

      "Stated Maturity Date" means (i) in the case of any Revolving Loan, the
sixth anniversary of the Closing Date, (ii) in the case of any Term-A Loan, the
sixth anniversary of the Closing Date and (iii) in the case of any Term-B Loan
or Term-C Loan, the eighth anniversary of the Closing Date or, in the case of
any such day that is not a Business Day, the first Business Day following such
day.

      "Subject Lender" is defined in Section 4.11.

      "Subco Dividend" is defined in the second recital.

      "Subordinated Debt Issuance" is defined in clause (a) of the fifth
recital.


                                      -36-
<PAGE>

      "Subordination Provisions" is defined in Section 8.1.11.

      "Subsidiary" means, with respect to any Person, any corporation,
partnership or other business entity of which more than 50% of the outstanding
Capital Stock (or other ownership interest) having ordinary voting power to
elect a majority of the board of directors, managers or other voting members of
the governing body of such entity (irrespective of whether at the time Capital
Stock (or other ownership interests) of any other class or classes of such
entity shall or might have voting power upon the occurrence of any contingency)
is at the time directly or indirectly owned by such Person, by such Person and
one or more other Subsidiaries of such Person, or by one or more other
Subsidiaries of such Person. For purposes of this Agreement and the other Loan
Documents, any Acquired Controlled Person shall be deemed to be a "Subsidiary"
of the Borrower for purposes of Sections 6.1, 6.7, 6.9, 6.10, 6.11, 6.12, 7.1.2,
7.1.3, 7.1.4, 7.1.5, 7.1.6, 7.1.7(b), 7.2.1, 7.2.2, 7.2.3, 7.2.5, 7.2.6, 7.2.9,
7.2.11, 7.2.12 and 7.2.14 and, to the extent (and only to the extent) that it
relates to any of the foregoing Sections, Article VIII.

      "Subsidiary Guarantor" means each U.S. Subsidiary of the Borrower that has
executed and delivered a Subsidiary Guaranty (or a supplement thereto).

      "Subsidiary Guaranty" means the Guaranty, if any, executed and delivered
by an Authorized Officer of a Subsidiary Guarantor pursuant to Section 7.1.7,
substantially in the form of Exhibit H hereto, as amended, supplemented, amended
and restated or otherwise modified from time to time.

      "Subsidiary Pledge and Security Agreement" means the Pledge and Security
Agreement executed and delivered by an Authorized Officer of each Subsidiary
Guarantor pursuant to Section 7.1.7, substantially in the form of Exhibit G-3
hereto, together with any supplemental Foreign Pledge Agreements delivered
pursuant to the terms of this Agreement, in each case as amended, supplemented,
amended and restated or otherwise modified from time to time.

      "Swing Line Lender" means the Administrative Agent in its capacity as
Swing Line Lender hereunder.

      "Swing Line Loan" is defined in clause (b) of Section 2.1.2.

      "Swing Line Loan Commitment" is defined in clause (b) of Section 2.1.2.

      "Swing Line Loan Commitment Amount" means, on any date, $5,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.

      "Swing Line Note" means (i) a Swing Line Note (as defined in the Existing
Credit Agreement) with respect to any such note issued prior to the Amendment
Effective Date, (ii) a promissory note, substantially in the form of Exhibit A-4
hereto with respect to any such note issued on or subsequent to the Amendment
Effective Date (as either such promissory note may be


                                      -37-
<PAGE>

amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the Borrower to the Swing Line Lender resulting from
outstanding Swing Line Loans, or (iii) any other promissory note accepted from
time to time in substitution therefor or renewal thereof.

      "Syndication Agent" is defined in the preamble.

      "Taxes" is defined in Section 4.6.

      "Term-A Loans" means the Existing Term-A Loans held by the Lenders under
the Existing Credit Agreement which have been designated as Term-A Loans
hereunder pursuant to Section 2.3.3.

      "Term-A Notes" means, collectively, (i) each Term-A Note (as defined in
the Existing Credit Agreement) (as such promissory note may be amended, endorsed
or otherwise modified from time to time (including in the form of Exhibit A-2
hereto)), evidencing the aggregate Indebtedness of the Borrower to such Lender
resulting from outstanding Existing Term-A Loans, (ii) each promissory note of
the Borrower payable to the order of any Lender, in the form of Exhibit A-2
hereto (as such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing the aggregate Indebtedness of the Borrower to
such Lender resulting from outstanding Term-A Loans, and (iii) each other
promissory note accepted from time to time in substitution therefor or renewal
thereof.

      "Term-B Loans" means the Existing Term-B Loans held by the Lenders under
the Existing Credit Agreement which have been designated as Term-B Loans
hereunder pursuant to Section 2.3.3.

      "Term-B Notes" means, collectively, (i) each Term-B Note (as defined in
the Existing Credit Agreement) (as such promissory note may be amended, endorsed
or otherwise modified from time to time (including in the form of Exhibit A-3
hereto)), evidencing the aggregate Indebtedness of the Borrower to such Lender
resulting from outstanding Existing Term-B Loans, (ii) each promissory note of
the Borrower payable to the order of any Lender, in the form of Exhibit A-3
hereto (as such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing the aggregate Indebtedness of the Borrower to
such Lender resulting from outstanding Term-B Loans, and (iii) each other
promissory note accepted from time to time in substitution therefor or renewal
thereof.

      "Term-C Loans" is defined in Section 2.1.1.

      "Term-C Loan Commitment" is defined in Section 2.1.1.

      "Term-C Loan Commitment Amount" means $25,000,000.


                                      -38-
<PAGE>

      "Term-C Loan Commitment Termination Date" means the earlier of (i)
February 28, 2001, if the Term-C Loans have not been made on or prior to such
date, (ii) the Primedica Acquisition Date (immediately after the making of the
Term-C Loans on such date), and (iii) the date on which any Commitment
Termination Event occurs.

      "Term-C Notes" means, collectively, (i) each promissory note of the
Borrower payable to the order of any Lender, in the form of Exhibit A-4 hereto
(as such promissory note may be amended, endorsed or otherwise modified from
time to time), evidencing the aggregate Indebtedness of the Borrower to such
Lender resulting from outstanding Term-C Loans, and (ii) each other promissory
notes accepted from time to time in substitution therefor or renewal thereof.

      "Term Loans" means, as the context may require, the Term-A Loans, the
Term-B Loans and/or the Term-C Loans.

      "Term Notes" means, as the context may require, the Term-A Notes, the
Term-B Notes and/or the Term-C Notes.

      "Termination Date" means the date on which all Obligations have been paid
in full in cash, all Letters of Credit have been terminated, expired or cash
collateralized, all Rate Protection Agreements have been terminated and all
Commitments shall have terminated.

      "Total Exposure Amount" means, on any date of determination, (a) with
respect to any provision of this Agreement other than the declaration of the
acceleration of the maturity of all or any portion of the outstanding principal
amount of the Loans and other Obligations to be due and payable pursuant to
Section 8.3, the sum of (i) the aggregate principal amount of all Term Loans
outstanding at such time, (ii) the then effective Term-C Loan Commitment Amount,
if the Term-C Loans were not made prior to such date of determination and there
are any Term-C Loan Commitments then outstanding and (iii) (x) the then
effective Revolving Loan Commitment Amount, if there are any Revolving Loan
Commitments then outstanding, or (y) if all Revolving Loan Commitments shall
have expired or been terminated, the sum of (1) the aggregate principal amount
of all Revolving Loans and Swing Line Loans outstanding at such time and (2) the
Letter of Credit Outstandings at such time; and (b) with respect to the
declaration of the acceleration of the maturity of all or any portion of the
outstanding principal amount of the Loans and other Obligations to be due and
payable pursuant to Section 8.3, the sum of (i) the aggregate principal amount
of all Loans outstanding at such time and (ii) the Letter of Credit Outstandings
at such time.

      "Tranche" means, as the context may require, the Loans constituting Term-A
Loans, Term-B Loans, Term-C Loans, Revolving Loans and/or Swing Line Loans.

      "Transaction" is defined in the ninth recital.


                                      -39-
<PAGE>

      "Transaction Documents" means each of the Material Documents and all other
agreements, documents, instruments, certificates, filings, consents, approvals,
board of directors resolutions and opinions furnished pursuant to or in
connection with the Recapitalization, Merger, Equity Contributions, Subco
Dividend, Subordinated Debt Issuance, Discount Debentures Issuance, the Seller
Note Issuance, the Sierra Acquisition, the PAIC Acquisition, the Primedica
Acquisition and the transactions contemplated hereby or thereby, each as
amended, supplemented, amended and restated or otherwise modified from time to
time as permitted in accordance with the terms hereof or of any other Loan
Document.

      "Transaction Payments" means the retention bonus payments, performance
bonus payments, Earn-outs and any fees, expenses and financing and other
transaction costs to be paid by the Borrower under any present or future
acquisition agreement.

      "TSI" is defined in the eighth recital.

      "type" means, relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Loan or a LIBO Rate Loan.

      "UBOC" is defined in the preamble.

      "UCC" means the Uniform Commercial Code as in effect from time to time in
the State of New York; provided, that if, with respect to any Filing Statement
or by reason of any mandatory provisions of law, the perfection or the effect of
perfection or non-perfection of the security interests granted to the
Administrative Agent pursuant to the applicable Loan Document is governed by the
Uniform Commercial Code as in effect in a jurisdiction of the United States
other than the State of New York, UCC means the Uniform Commercial Code as in
effect from time to time in such other jurisdiction for purposes of the
provisions of this Agreement, each Loan Document and any Filing Statement
relating to such perfection or effect of perfection or non-perfection.

      "United States" or "U.S." means the United States of America, its fifty
states and the District of Columbia.

      "U.S. Subsidiary" means any Subsidiary of the Borrower that is
incorporated or organized in or under the laws of the United States, any state
thereof or the District of Columbia.

      "Unrestricted Subsidiary" means any Subsidiary of the Borrower that is
designated by a resolution of the Board of Directors of the Borrower as an
Unrestricted Subsidiary, but only to the extent that such Subsidiary: (i) has no
Indebtedness other than Non-Recourse Debt; (ii) is not party to any agreement,
contract, arrangement or understanding with the Borrower or any Restricted
Subsidiary of the Borrower unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Borrower or such
Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of the


                                      -40-
<PAGE>

Borrower; (iii) is a Person with respect to which neither the Borrower nor any
of its Restricted Subsidiaries has any direct or indirect obligation (a) to
subscribe for additional Capital Stock or warrants, options or other rights to
acquire Capital Stock or (b) to maintain or preserve such Person's financial
condition or to cause such Person to achieve any specified levels of operating
results; and (iv) has not guaranteed or otherwise directly or indirectly
provided credit support for any Indebtedness of the Borrower or any of its
Restricted Subsidiaries. If, at any time, any Unrestricted Subsidiary would fail
to meet the foregoing requirements as an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes hereof. The Board
of Directors of the Borrower may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation shall
be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the
Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary and
such designation shall only be permitted if no Default or Event of Default would
be in existence following such designation.

      "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees (or Persons performing similar functions) of any Person
(irrespective of whether or not, at the time, Capital Stock of any other class
or classes shall have, or might have, voting power by reason of the happening of
any contingency).

      "Waiver" means an agreement in favor of the Agents for the benefit of the
Lenders in form and substance reasonably satisfactory to the Agents.

      "Warrants" is defined in clause (a) of the fifth recital.

      "Warrant Agreement" is defined in clause (a) of the fifth recital.

      "Welfare Plan" means a "welfare plan", as such term is defined in Section
3(1) of ERISA, and to which the Borrower has any liability.

      "wholly-owned Subsidiary" means, with respect to any Person, any
Subsidiary of such Person all of the Capital Stock (and all rights and options
to purchase such Capital Stock) of which, other than directors' qualifying
shares, are owned, beneficially and of record, by such Person and/or one or more
wholly-owned Subsidiaries of such Person.

      SECTION 1.2. Use of Defined Terms. Unless otherwise defined or the context
otherwise requires, terms for which meanings are provided in this Agreement
shall have such meanings when used in the Disclosure Schedule and in each other
Loan Document, notice and other communication delivered from time to time in
connection with this Agreement or any other Loan Document.

      SECTION 1.3. Cross-References. Unless otherwise specified, references in
this Agreement and in each other Loan Document to any Article or Section are
references to such


                                      -41-
<PAGE>

Article or Section of this Agreement or such other Loan Document, as the case
may be, and, unless otherwise specified, references in any Article, Section or
definition to any clause are references to such clause of such Article, Section
or definition.

      SECTION 1.4. Accounting and Financial Determinations.

            (a) Unless otherwise specified and subject to Section 1.4(b) below,
      all accounting terms used herein or in any other Loan Document shall be
      interpreted, all accounting determinations and computations hereunder or
      thereunder (including under Section 7.2.4) shall be made, and all
      financial statements required to be delivered hereunder or thereunder
      shall be prepared in accordance with, those generally accepted accounting
      principles ("GAAP"), as in effect on December 31, 1998 and, unless
      otherwise expressly provided herein, shall be computed or determined on a
      consolidated basis and without duplication.

            (b) For purposes of computing the Fixed Charge Coverage Ratio,
      Interest Coverage Ratio and Leverage Ratio (and any financial calculations
      required to be made or included within such ratios) as of the end of any
      Fiscal Quarter, all components of such ratios, including Capital
      Expenditures, in the case of any disposition, but excluding Capital
      Expenditures, in the case of any acquisition, for the period of four
      Fiscal Quarters ending at the end of such Fiscal Quarter shall include or
      exclude, as the case may be, without duplication, such components of such
      ratios attributable to any business or assets that have been acquired or
      disposed of by the Borrower or any of its Subsidiaries (including through
      mergers or consolidations) after the first day of such period of four
      Fiscal Quarters and prior to the end of such period, as determined in good
      faith by the Borrower on a pro forma basis for such period of four Fiscal
      Quarters as if such acquisition or disposition had occurred on such first
      day of such period (including cost savings that would have been realized
      had such acquisition occurred on such day and which inclusion when not
      otherwise permitted under GAAP has been approved by a majority of the
      board of directors of Holdco).

                                   ARTICLE II

                 COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES,
                           NOTES AND LETTERS OF CREDIT

      SECTION 2.1. Commitments. On the terms and subject to the conditions of
this Agreement (including Sections 2.1.4, 2.1.5 and Article V) and the Amendment
Agreement (including Article III thereof),

            (a) each Lender severally agrees to make Loans (other than Swing
      Line Loans) pursuant to each of its Commitments and the Swing Line Lender
      agrees to make Swing


                                      -42-
<PAGE>

      Line Loans pursuant to the Swing Line Loan Commitment, in each case as
      described in this Section 2.1; and

            (b) each Issuer severally agrees that it will issue Letters of
      Credit pursuant to Section 2.1.3, and each other Lender that has a
      Revolving Loan Commitment severally agrees that it will purchase
      participation interests in such Letters of Credit pursuant to Section
      2.6.1.

      SECTION 2.1.1. Term-C Loan Commitments. Subject to compliance by the
Borrower with the terms of Article III of the Amendment Agreement and Sections
2.1.4, 5.1 and 5.2, on (but solely on) the Primedica Acquisition Date (which
shall be a Business Day), each Lender that has a Percentage in excess of zero of
the Term-C Loan Commitment will make a loan (relative to such Lender, its
"Term-C Loans") to the Borrower equal to such Lender's Percentage of the
aggregate amount of the Borrowing or Borrowings of Term-C Loans requested by the
Borrower to be made on the Primedica Acquisition Date (with the commitment of
each such Lender described in this Section 2.1.1 herein referred to as its
"Term-C Loan Commitment"). No amounts paid or prepaid with respect to Term-C
Loans may be reborrowed.

      SECTION 2.1.2. Revolving Loan Commitment and Swing Line Loan Commitment.
Subject to compliance by the Borrower with the terms of Article III of the
Amendment Agreement and Section 2.1.4 and Section 5.2, from time to time on any
Business Day occurring concurrently with (or after) the Amendment Effective Date
but prior to the Revolving Loan Commitment Termination Date,

            (a) each Lender that has a Percentage of the Revolving Loan
      Commitment in excess of zero will make loans (relative to such Lender, its
      "Revolving Loans") to the Borrower equal to such Lender's Percentage of
      the aggregate amount of the Borrowing or Borrowings of Revolving Loans
      requested by the Borrower to be made on such day. The Commitment of each
      Lender described in this Section 2.1.2 is herein referred to as its
      "Revolving Loan Commitment". On the terms and subject to the conditions
      hereof, the Borrower may from time to time borrow, prepay and reborrow
      Revolving Loans.

            (b) the Swing Line Lender will make a loan (a "Swing Line Loan") to
      the Borrower equal to the principal amount of the Swing Line Loan
      requested by the Borrower to be made on such day. The Commitment of the
      Swing Line Lender described in this clause (b) is herein referred to as
      its "Swing Line Loan Commitment". On the terms and subject to the
      conditions hereof, the Borrower may from time to time borrow, prepay and
      reborrow Swing Line Loans.

            (c) At any time that no Default has occurred and is continuing, and
      prior to the Revolving Loan Commitment Termination Date, the Borrower may
      notify the Agents that the Borrower is requesting that, on the terms and
      subject to the conditions contained in this Agreement, the Lenders and/or
      other lenders not then a party to this Agreement


                                      -43-
<PAGE>

      provide up to an aggregate amount of $25,000,000 in additional Revolving
      Loan Commitments. Upon receipt of such notice, the Syndication Agent shall
      use commercially reasonable efforts to arrange for the Lenders or other
      Eligible Institutions to provide such additional Revolving Loan
      Commitments; provided that the Syndication Agent will first offer each of
      the Lenders that then has a Percentage of the Revolving Loan Commitment a
      pro rata portion of any such additional Revolving Loan Commitment.
      Alternatively, CSFB may commit to provide the full amount of the requested
      additional Revolving Loan Commitment and then offer portions of such
      additional Revolving Loan Commitment to the Lenders or other Eligible
      Institutions, subject to the proviso to the immediately preceding
      sentence. Nothing contained in this clause (c) or otherwise in this
      Agreement is intended to commit any Lender or any Agent to provide any
      portion of any such additional Revolving Loan Commitments. If and to the
      extent that any Lenders and/or other lenders agree, in their sole
      discretion, to provide any such additional Revolving Loan Commitments, (i)
      the Revolving Loan Commitment Amount shall be increased by the amount of
      the additional Revolving Loan Commitments agreed to be so provided, (ii)
      the Percentages of the respective Lenders in respect of the Revolving Loan
      Commitment shall be proportionally adjusted (provided that the Percentage
      of each Lender shall not be increased without the consent of such Lender),
      (iii) at such time and in such manner as the Borrower and the Syndication
      Agent shall agree (it being understood that the Borrower and the Agents
      will use commercially reasonable efforts to avoid the prepayment or
      assignment of any LIBO Rate Loan on a day other than the last day of the
      Interest Period applicable thereto), the Lenders shall assign and assume
      outstanding Revolving Loans and participations in outstanding Letters of
      Credit so as to cause the amounts of such Revolving Loans and
      participations in Letters of Credit held by each Lender to conform to the
      respective Percentages of the Revolving Loan Commitment of the Lenders and
      (iv) the Borrower shall execute and deliver any additional Notes or other
      amendments or modifications to this Agreement or any other Loan Document
      as the Agents may reasonably request.

      SECTION 2.1.3. Letter of Credit Commitment. Subject to compliance by the
Borrower with the terms of Article III of the Amendment Agreement and Section
2.1.5 and 5.2, from time to time on any Business Day occurring concurrently with
(or after) the Amendment Effective Date but prior to the Revolving Loan
Commitment Termination Date, the applicable Issuer will (i) issue one or more
standby or commercial letters of credit (each referred to as a "Letter of
Credit") for the account of the Borrower or any of its Restricted Subsidiaries
in the Stated Amount requested by the Borrower on such day, or (ii) extend the
Stated Expiry Date of an existing standby or commercial Letter of Credit
previously issued hereunder to a date not later than the earlier of (x) the
sixth anniversary of the Closing Date and (y) one year from the date of such
extension (subject to automatic renewal provisions); provided that,
notwithstanding the terms of this clause (y), a Letter of Credit may, if
required by the beneficiary thereof, contain automatic renewal provisions
pursuant to which the Stated Expiry Date shall be automatically extended (to a
date not beyond the date specified in clause (x) above), unless notice to the
contrary shall have been given to the beneficiary prior to the then existing
Stated Expiry Date in accordance with the


                                      -44-
<PAGE>

terms specified in such Letter of Credit by the applicable Issuer or the account
party of such Letter of Credit (which notice by the account party shall also
have been provided to the applicable Issuer in writing).

      SECTION 2.1.4. Lenders Not Permitted or Required to Make the Loans. No
Lender shall be permitted or required to, and the Borrower shall not request any
Lender to, make

            (a) any Term-C Loan if, after giving effect thereto, the aggregate
      original principal amount of all the Term-C Loans of such Lender would
      exceed such Lender's Percentage of the Term-C Loan Commitment Amount;

            (b) any Revolving Loan if, after giving effect thereto, the
      aggregate outstanding principal amount of all the Revolving Loans (i) of
      all the Lenders with Revolving Loan Commitments, together with the Letter
      of Credit Outstandings and the aggregate outstanding principal amount of
      all Swing Line Loans, would exceed the then existing Revolving Loan
      Commitment Amount, or (ii) of such Lender, together with such Lender's
      Percentage of the aggregate amount of all Letter of Credit Outstandings,
      and such Lender's Percentage of the outstanding principal amount of all
      Swing Line Loans, would exceed such Lender's Percentage of the then
      existing Revolving Loan Commitment Amount.

            (c) any Swing Line Loan if, after giving effect thereto (i) the
      aggregate outstanding principal amount of all Swing Line Loans would
      exceed the Swing Line Loan Commitment Amount or (ii) the sum of the
      aggregate amount of all Letter of Credit Outstandings plus the aggregate
      principal amount of all Revolving Loans and Swing Line Loans then
      outstanding would exceed the then existing Revolving Loan Commitment
      Amount.

      SECTION 2.1.5. Issuer Not Permitted or Required to Issue Letters of
Credit. No Issuer shall be permitted or required to issue any Letter of Credit
if, after giving effect thereto, (a) the aggregate amount of all Letter of
Credit Outstandings would exceed the Letter of Credit Commitment Amount or (b)
the sum of the aggregate amount of all Letter of Credit Outstandings plus the
aggregate principal amount of all Revolving Loans and Swing Line Loans then
outstanding would exceed the then existing Revolving Loan Commitment Amount.

      SECTION 2.2. Reduction of Revolving Loan Commitment Amount. The Borrower
may, from time to time on any Business Day occurring after the Closing Date,
voluntarily reduce the Revolving Loan Commitment Amount; provided, however, that
all such reductions shall require at least three Business Days' prior notice to
the Administrative Agent and be permanent, and any partial reduction of any
Commitment Amount shall be in an aggregate amount of $500,000 or any larger
integral multiple of $100,000. Any such reduction of the Revolving Loan
Commitment Amount which reduces the Revolving Loan Commitment Amount below the
Letter of Credit Commitment Amount or the Swing Line Loan Commitment Amount
shall result in an automatic


                                      -45-
<PAGE>

and corresponding reduction of the Letter of Credit Commitment Amount or the
Swing Line Loan Commitment Amount, as the case may be, to an aggregate amount
not in excess of the Revolving Loan Commitment Amount, as so reduced, without
any further action on the part of the applicable Issuer or the Swing Line
Lender.

      SECTION 2.3. Borrowing Procedures and Funding Maintenance. Term-C Loans
and Revolving Loans shall be made by the Lenders in accordance with Section
2.3.1, and Swing Line Loans shall be made by the Swing Line Lender in accordance
with Section 2.3.2.

      SECTION 2.3.1. Term-C Loans and Revolving Loans. By delivering a Borrowing
Request to the Administrative Agent on or before 12:00 p.m. (noon), Designated
City time, on a Business Day, the Borrower may from time to time irrevocably
request, on not less than one Business Day's notice (in the case of Base Rate
Loans) or three Business Days' notice (in the case of LIBO Rate Loans) nor more
than five Business Days' notice (in the case of any Loans), that a Borrowing
consisting of Term-C Loans and/or Revolving Loans be made in an aggregate amount
of $500,000 or any larger integral multiple of $100,000, or in the unused amount
of the applicable Commitment. No Borrowing Request shall be required, and the
minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in
the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund
Refunded Swing Line Loans or Revolving Loans deemed made under Section 2.6.2 in
respect of unreimbursed Disbursements. On the terms and subject to the
conditions of this Agreement, each Borrowing shall be comprised of the type of
Loans, and shall be made on the Business Day, specified in such Borrowing
Request. On or before 1:00 p.m., Designated City time, on such Business Day each
Lender shall deposit with the Administrative Agent same day funds in an amount
equal to such Lender's Percentage of the requested Borrowing. Such deposit will
be made to an account which the Administrative Agent shall specify from time to
time by notice to the Lenders. To the extent funds are received from the
Lenders, the Administrative Agent shall make such funds available to the
Borrower by wire transfer to the accounts the Borrower shall have specified in
its Borrowing Request. No Lender's obligation to make any Loan shall be affected
by any other Lender's failure to make any Loan.

      SECTION 2.3.2. Swing Line Loans. (a) By telephonic notice, promptly
followed (within one Business Day) by the delivery of a confirming Borrowing
Request, to the Swing Line Lender and the Administrative Agent on or before
10:00 a.m., Designated City time, on the Business Day the proposed Swing Line
Loan is to be made, the Borrower may from time to time irrevocably request that
a Swing Line Loan be made by the Swing Line Lender in a minimum principal amount
of $500,000 or any larger integral multiple of $100,000. All Swing Line Loans
shall be made as Base Rate Loans and shall not be entitled to be converted into
LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by
the Swing Line Lender, by 3:00 p.m., Designated City time, on the Business Day
telephonic notice is received by it as provided in this clause (a), to the
Borrower by wire transfer to the account the Borrower shall have specified in
its notice therefor.


                                      -46-
<PAGE>

      (b) If (i) any Swing Line Loan shall be outstanding for more than four
Business Days or (ii) any Default shall occur and be continuing, each Lender
with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably
agrees that it will, at the request of the Swing Line Lender and upon notice
from the Administrative Agent, unless such Swing Line Loan shall have been
earlier repaid in full, make a Revolving Loan (which shall initially be funded
as a Base Rate Loan) in an amount equal to such Lender's Percentage in respect
of the Revolving Loan Commitments of the aggregate principal amount of all such
Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter
referred to as the "Refunded Swing Line Loans"); provided, that the Swing Line
Lender shall not request, and no Lender with a Revolving Loan Commitment shall
make, any Refunded Swing Line Loan if, after giving effect to the making of such
Refunded Swing Line Loan, the sum of all Swing Line Loans and Revolving Loans
made by such Lender, plus such Lender's Percentage in respect of the Revolving
Loan Commitments of the aggregate amount of all Letter of Credit Outstandings,
would exceed such Lender's Percentage of the then existing Revolving Loan
Commitment Amount. On or before 12:00 p.m., Designated City time, on the first
Business Day following receipt by each Lender of a request to make Revolving
Loans as provided in the preceding sentence, each such Lender with a Revolving
Loan Commitment shall deposit in an account specified by the Swing Line Lender
the amount so requested in same day funds and such funds shall be applied by the
Swing Line Lender to repay the Refunded Swing Line Loans. At the time the
aforementioned Lenders make the above referenced Revolving Loans, the Swing Line
Lender shall be deemed to have made, in consideration of the making of the
Refunded Swing Line Loans, a Revolving Loan in an amount equal to the Swing Line
Lender's Percentage in respect of the Revolving Loan Commitments of the
aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or
deemed making, in the case of the Swing Line Lender) of any Revolving Loans
pursuant to this clause (b), the amount so funded shall become outstanding as a
Revolving Loan of such Lender and to the extent to made (or deemed made, in the
case of the Swing Line Lender) shall no longer constitute a portion of the
applicable Swing Line Loan. All interest payable with respect to any Revolving
Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to
this clause (b) shall be appropriately adjusted to reflect the period of time
during which the Swing Line Lender had outstanding Swing Line Loans in respect
of which such Revolving Loans were made. Each Lender's obligation (in the case
of Lenders with a Revolving Loan Commitment) to make the Revolving Loans
referred to in this clause (b) shall be absolute and unconditional and shall not
be affected by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have against the Swing
Line Lender, the Borrower or any other Person for any reason whatsoever; (ii)
the occurrence or continuance of any Default; (iii) any adverse change in the
condition (financial or otherwise) of the Borrower or any other Obligor; (iv)
the acceleration or maturity of any Loans or the termination of any Commitment
after the making of any Swing Line Loan; (v) any breach of this Agreement or any
other Loan Document by the Borrower or any Lender; or (vi) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

      SECTION 2.3.3. Existing Revolving Loans, Existing Term-A Loans and
Existing Term-B Loans. As of the Amendment Effective Date, the Existing
Revolving Loans, the Existing Term-A


                                      -47-
<PAGE>

Loans and the Existing Term-B Loans originally made under the Existing Credit
Agreement shall remain outstanding hereunder as Revolving Loans, Term-A Loans
and Term-B Loans, respectively, in each case, as if made hereunder on the
Amendment Effective Date. No amounts paid or prepaid with respect to Term-A
Loans or Term-B Loans may be reborrowed.

      SECTION 2.4. Continuation and Conversion Elections. By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 12:00
p.m. (noon), Designated City time, on a Business Day, the Borrower may from time
to time irrevocably elect, on not less than one Business Day's notice (in the
case of a conversion of LIBO Rate Loans to Base Rate Loans) or three Business
Days' notice (in the case of a continuation of LIBO Rate Loans or a conversion
of Base Rate Loans into LIBO Rate Loans) nor more than five Business Days'
notice (in the case of any Loans) that all, or any portion in a minimum amount
of $500,000 or any larger integral multiple of $100,000, be, in the case of Base
Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans,
converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence
of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate
Loan at least three Business Days before the last day of the then current
Interest Period with respect thereto, such LIBO Rate Loan shall, on such last
day, automatically convert to a Base Rate Loan); provided, however, that (x)
each such conversion or continuation shall be pro rated among the applicable
outstanding Loans of the relevant Lenders, and (y) no portion of the outstanding
principal amount of any Loans may be continued as, or be converted into, LIBO
Rate Loans when any Default has occurred and is continuing.

      SECTION 2.5. Funding. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert LIBO Rate Loans hereunder by causing one
of its foreign branches or Affiliates (or an international banking facility
created by such Lender) to make or maintain such LIBO Rate Loan, so long as such
action does not result in increased costs to the Borrower; provided, however,
that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be
held by such Lender, and the obligation of the Borrower to repay such LIBO Rate
Loan shall nevertheless be to such Lender for the account of such foreign
branch, Affiliate or international banking facility; and provided, further,
however, that, except for purposes of determining whether any such increased
costs are payable by the Borrower, such Lender shall cause such foreign branch,
Affiliate or international banking facility to comply with the applicable
provisions of clause (b) of Section 4.6 with respect to such LIBO Rate Loan. In
addition, the Borrower hereby consents and agrees that, for purposes of any
determination to be made for purposes of Section 4.1, 4.2, 4.3 or 4.4, it shall
be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by
purchasing Dollar deposits in its LIBOR Office's interbank Eurodollar market.

      SECTION 2.6. Issuance Procedures. By delivering to the applicable Issuer
and the Administrative Agent an Issuance Request on or before 12:00 p.m. (noon),
Designated City time, on a Business Day, the Borrower may, from time to time
irrevocably request, on not less than five Business Days' notice (or such
shorter or longer notice as may be acceptable to the applicable Issuer), in the
case of an initial issuance of a Letter of Credit, and not less than five nor
more than


                                      -48-
<PAGE>

ten Business Days' notice (unless a shorter or longer notice period is
acceptable to the applicable Issuer) prior to the then existing Stated Expiry
Date of a Letter of Credit, in the case of a request for the extension of the
Stated Expiry Date of a Letter of Credit, that such Issuer issue, or extend the
Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on
behalf of the Borrower (whether issued for the account of or on behalf of the
Borrower or any of its Restricted Subsidiaries) in such form as may be requested
by the Borrower and approved by such Issuer, for the purposes described in
Section 7.1.9. Notwithstanding anything to the contrary contained herein or in
any separate application for any Letter of Credit, the Borrower hereby
acknowledges and agrees that it shall be obligated to reimburse the applicable
Issuer upon each Disbursement paid under a Letter of Credit, and it shall be
deemed to be the obligor for purposes of each such Letter of Credit issued
hereunder (whether the account party on such Letter of Credit is the Borrower or
a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the
Administrative Agent shall promptly notify the applicable Issuer and each Lender
that has a Revolving Loan Commitment thereof. Each Letter of Credit shall by its
terms be stated to expire on a date (its "Stated Expiry Date") no later than the
earlier to occur of (i) the sixth anniversary of the Closing Date or (ii) one
year from the date of its issuance (subject to automatic renewal provisions);
provided that, notwithstanding the terms of this clause (ii), a Letter of Credit
may, if required by the beneficiary thereof, contain automatic renewal
provisions pursuant to which the Stated Expiry Date shall be automatically
extended (to a date not beyond the date specified in clause (i) above), unless
notice to the contrary shall have been given to the beneficiary prior to the
then existing Stated Expiry Date in accordance with the terms specified in such
Letter of Credit by the applicable Issuer or the account party of such Letter of
Credit (which notice by the account party shall also have been provided to the
applicable Issuer in writing). The applicable Issuer will make available to the
beneficiary thereof the original of each Letter of Credit which it issues
hereunder. In the event that the Issuer is other than the Administrative Agent,
such Issuer will send by facsimile transmission to the Administrative Agent,
promptly on the first Business Day of each week, its daily maximum amount
available to be drawn under the Letters of Credit issued by such Issuer for the
previous week. The Administrative Agent shall deliver to each Lender upon each
calendar month end, and upon each payment of the letter of credit fees payable
pursuant to Section 3.3.3, a report setting forth the daily maximum amount
available to be drawn for all Issuers during such period. Notwithstanding
anything to the contrary herein, any Issuance Request delivered to the
applicable Issuer or Administrative Agent by the Borrower by telecopier shall be
confirmed promptly in an original writing delivered to such Issuer or
Administrative Agent, as the case may be.

      SECTION 2.6.1. Other Lenders' Participation. Upon the issuance of each
Letter of Credit issued by an Issuer pursuant hereto, and without further
action, each Lender (other than such Issuer) that has a Revolving Loan
Commitment shall be deemed to have irrevocably purchased from such Issuer, to
the extent of its Percentage in respect of the Revolving Loan Commitments, and
such Issuer shall be deemed to have irrevocably granted and sold to such Lender
a participation interest in such Letter of Credit (including the Contingent
Liability and any Reimbursement Obligation and all rights with respect thereto),
and such Lender shall, to the extent of its Percentage in respect of the
Revolving Loan Commitments, be responsible for


                                      -49-
<PAGE>

reimbursing promptly (and in any event within one Business Day) the applicable
Issuer for Reimbursement Obligations which have not been reimbursed by the
Borrower in accordance with Section 2.6.3. In addition, such Lender shall, to
the extent of its Percentage in respect of the Revolving Loan Commitments, be
entitled to receive a ratable portion of the letter of credit fees payable
pursuant to Section 3.3.3 with respect to each Letter of Credit and of interest
payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To
the extent that any Lender has reimbursed the applicable Issuer for a
Disbursement as required by this Section, such Lender shall be entitled to
receive its ratable portion of any amounts subsequently received (from the
Borrower or otherwise) in respect of such Disbursement.

      SECTION 2.6.2. Disbursements; Conversion to Revolving Loans. The
applicable Issuer will notify the Borrower and the Administrative Agent promptly
of the presentment for payment of any drawing under any Letter of Credit issued
by such Issuer, together with notice of the date (the "Disbursement Date") such
payment shall be made (each such payment, a "Disbursement"). Subject to the
terms and provisions of such Letter of Credit and this Agreement, such Issuer
shall make such payment to the beneficiary (or its designee) of such Letter of
Credit. Prior to 12:30 p.m., Designated City time, on the first Business Day
following the Disbursement Date (the "Disbursement Due Date"), the Borrower will
reimburse the Administrative Agent, for the account of such Issuer, for all
amounts which such Issuer has disbursed under such Letter of Credit, together
with interest thereon at the rate per annum otherwise applicable to Revolving
Loans (made as Base Rate Loans) from and including the Disbursement Date to but
excluding the Disbursement Due Date and, thereafter (unless such Disbursement is
converted into a Base Rate Loan on the Disbursement Due Date), at a rate per
annum equal to the rate per annum then in effect with respect to overdue
Revolving Loans (made as Base Rate Loans) pursuant to Section 3.2.2 for the
period from the Disbursement Due Date through the date of such reimbursement;
provided, however, that, if no Default shall have then occurred and be
continuing, unless the Borrower has notified the Administrative Agent no later
than one Business Day prior to the Disbursement Due Date that it will reimburse
such Issuer for the applicable Disbursement, then the amount of the Disbursement
shall be deemed to be a Borrowing of Revolving Loans constituting Base Rate
Loans and following the giving of notice thereof by the Administrative Agent to
the Lenders, each Lender with a Revolving Loan Commitment (other than such
Issuer) will deliver to such Issuer on the Disbursement Due Date immediately
available funds in an amount equal to such Lender's Percentage of such
Borrowing. Each conversion of Disbursement amounts into Revolving Loans shall
constitute a representation and warranty by the Borrower that on the date of the
making of such Revolving Loans all of the statements set forth in Section 5.2.1
are true and correct.

      SECTION 2.6.3. Reimbursement. The obligation (a "Reimbursement
Obligation") of the Borrower under Section 2.6.2 to reimburse the applicable
Issuer with respect to each Disbursement (including interest thereon) not
converted into a Base Rate Loan pursuant to Section 2.6.2, and, upon the
Borrower failing or electing not to reimburse such Issuer and the giving of
notice thereof by the Administrative Agent to the Lenders, each Lender's (to the
extent it has a Revolving Loan Commitment) obligation under Section 2.6.1 to
reimburse such Issuer or


                                      -50-
<PAGE>

fund its Percentage of any Disbursement converted into a Base Rate Loan, shall
be absolute and unconditional under any and all circumstances and irrespective
of any setoff, counterclaim or defense to payment which the Borrower or such
Lender, as the case may be, may have or have had against such Issuer or any such
Lender, including any defense based upon the failure of any Disbursement to
conform to the terms of the applicable Letter of Credit (if, in such Issuer's
good faith opinion, such Disbursement is determined to be appropriate) or any
non-application or misapplication by the beneficiary of the proceeds of such
Letter of Credit; provided, however, that after paying in full its Reimbursement
Obligation hereunder, nothing herein shall adversely affect the right of the
Borrower or such Lender, as the case may be, to commence any proceeding against
such Issuer for any wrongful Disbursement made by such Issuer under a Letter of
Credit as a result of acts or omissions constituting gross negligence or willful
misconduct on the part of such Issuer.

      SECTION 2.6.4. Deemed Disbursements. Upon the occurrence and during the
continuation of any Event of Default of the type described in clauses (b)
through (d) of Section 8.1.9 with respect to any Obligor (other than
Subsidiaries that are not Material Subsidiaries) or, with notice from the
Administrative Agent acting at the direction of the Required Lenders, upon the
occurrence and during the continuation of any other Event of Default,

            (a) an amount equal to that portion of all Letter of Credit
      Outstandings attributable to the then aggregate amount which is undrawn
      and available under all Letters of Credit issued and outstanding shall,
      without demand upon or notice to the Borrower or any other Person, be
      deemed to have been paid or disbursed by the applicable Issuer under such
      Letters of Credit (notwithstanding that such amount may not in fact have
      been so paid or disbursed); and

            (b) upon notification by the Administrative Agent to the Borrower of
      its obligations under this Section, the Borrower shall be immediately
      obligated to reimburse the applicable Issuer for the amount deemed to have
      been so paid or disbursed by such Issuer.

Any amounts so payable by the Borrower pursuant to this Section shall be
deposited in cash with the Administrative Agent and held as collateral security
for the Obligations in connection with the Letters of Credit issued by the
applicable Issuer. At such time as the Events of Default giving rise to the
deemed disbursements hereunder shall have been cured or waived, the
Administrative Agent shall return to the Borrower all amounts then on deposit
with the Administrative Agent pursuant to this Section, together with accrued
interest at the Federal Funds Rate, which have not been applied to the
satisfaction of such Obligations.

      SECTION 2.6.5. Nature of Reimbursement Obligations. The Borrower and, to
the extent set forth in Section 2.6.1, each Lender with a Revolving Loan
Commitment, shall assume all risks of the acts, omissions or misuse of any
Letter of Credit by the beneficiary thereof. No


                                      -51-
<PAGE>

Issuer (except to the extent of its own gross negligence or willful misconduct)
shall be responsible for:

            (a) the form, validity, sufficiency, accuracy, genuineness or legal
      effect of any Letter of Credit or any document submitted by any party in
      connection with the application for and issuance of a Letter of Credit,
      even if it should in fact prove to be in any or all respects invalid,
      insufficient, inaccurate, fraudulent or forged;

            (b) the form, validity, sufficiency, accuracy, genuineness or legal
      effect of any instrument transferring or assigning or purporting to
      transfer or assign a Letter of Credit or the rights or benefits thereunder
      or the proceeds thereof in whole or in part, which may prove to be invalid
      or ineffective for any reason;

            (c) failure of the beneficiary to comply fully with conditions
      required in order to demand payment under a Letter of Credit;

            (d) errors, omissions, interruptions or delays in transmission or
      delivery of any messages, by mail, cable, telegraph, telex or otherwise;
      or

            (e) any loss or delay in the transmission or otherwise of any
      document or draft required in order to make a Disbursement under a Letter
      of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of the
rights or powers granted to any Issuer or any Lender with a Revolving Loan
Commitment hereunder. In furtherance and extension and not in limitation or
derogation of any of the foregoing, any action taken or omitted to be taken by
the applicable Issuer in good faith (and not constituting gross negligence or
willful misconduct) shall be binding upon the Borrower, each Obligor and each
such Lender, and shall not put such Issuer under any resulting liability to the
Borrower, any Obligor or any such Lender, as the case may be.

      SECTION 2.6.6. Existing Letters of Credit. Notwithstanding anything to the
contrary herein, the Letters of Credit outstanding under and as defined in the
Existing Credit Agreement shall be deemed to be Letters of Credit outstanding
hereunder as if issued on the Amendment Effective Date.

      SECTION 2.7. Register; Notes.

            (a) Each Lender may maintain in accordance with its usual practice
      an account or accounts evidencing the Indebtedness of the Borrower to such
      Lender resulting from each Loan made by such Lender, including the amounts
      of principal and interest payable and paid to such Lender from time to
      time hereunder. In the case of a Lender that does not request, pursuant to
      clause (b)(ii) below, execution and delivery of a Note evidencing the
      Loans made by such Lender to the Borrower, such account or accounts shall,
      to the extent


                                      -52-
<PAGE>

      not inconsistent with the notations made by the Administrative Agent in
      the Register, be conclusive and binding on the Borrower absent manifest
      error; provided, however, that the failure of any Lender to maintain such
      account or accounts shall not limit or otherwise affect any Obligations of
      the Borrower or any other Obligor.

            (b)(i) The Borrower hereby designates the Administrative Agent to
      serve as the Borrower's agent, solely for the purpose of this clause (b),
      to maintain a register (the "Register") on which the Administrative Agent
      will record each Lender's Commitments, the Loans made by each Lender and
      each repayment in respect of the principal amount of the Loans of each
      Lender and annexed to which the Administrative Agent shall retain a copy
      of each Lender Assignment Agreement delivered to the Administrative Agent
      pursuant to Section 10.11.1. Failure to make any recordation, or any error
      in such recordation, shall not affect the Borrower's obligation in respect
      of such Loans. The entries in the Register shall be conclusive, in the
      absence of manifest error, and the Borrower, the Administrative Agent and
      the Lenders shall treat each Person in whose name a Loan (and as provided
      in clause (ii) the Note evidencing such Loan, if any) is registered as the
      owner thereof for all purposes of this Agreement, notwithstanding notice
      or any provision herein to the contrary. A Lender's Commitment and the
      Loans made pursuant thereto may be assigned or otherwise transferred in
      whole or in part only by registration of such assignment or transfer in
      the Register. Any assignment or transfer of a Lender's Commitment or the
      Loans made pursuant thereto shall be registered in the Register only upon
      delivery to the Administrative Agent of a Lender Assignment Agreement duly
      executed by the assignor thereof. No assignment or transfer of a Lender's
      Commitment or the Loans made pursuant thereto shall be effective unless
      such assignment or transfer shall have been recorded in the Register by
      the Administrative Agent as provided in this Section.

            (ii) The Borrower agrees that, upon the request to the
      Administrative Agent by any Lender, the Borrower will execute and deliver
      to such Lender, as applicable, a Revolving Note, a Term-A Note, a Term-B
      Note, a Term-C Note and a Swing Line Note evidencing the Loans made by
      such Lender. The Borrower hereby irrevocably authorizes each Lender to
      make (or cause to be made) appropriate notations on the grid attached to
      such Lender's Notes (or on any continuation of such grid), which
      notations, if made, shall evidence, inter alia, the date of, the
      outstanding principal amount of, and the interest rate and Interest Period
      applicable to the Loans evidenced thereby. Such notations shall, to the
      extent not inconsistent with the notations made by the Administrative
      Agent in the Register, be conclusive and binding on the Borrower absent
      manifest error; provided, however, that the failure of any Lender to make
      any such notations or any error in any such notations shall not limit or
      otherwise affect any Obligations of the Borrower or any other Obligor. The
      Loans evidenced by any such Note and interest thereon shall at all times
      (including after assignment pursuant to Section 10.11.1) be represented by
      one or more Notes payable to the order of the payee named therein and its
      registered assigns. A Note and the obligation evidenced thereby may be
      assigned or otherwise transferred in


                                      -53-
<PAGE>

      whole or in part only by registration of such assignment or transfer of
      such Note and the obligation evidenced thereby in the Register (and each
      Note shall expressly so provide). Any assignment or transfer of all or
      part of an obligation evidenced by a Note shall be registered in the
      Register only upon surrender for registration of assignment or transfer of
      the Note evidencing such obligation, accompanied by a Lender Assignment
      Agreement duly executed by the assignor thereof, and thereupon, if
      requested by the assignee, one or more new Notes shall be issued to the
      designated assignee and the old Note shall be returned by the
      Administrative Agent to the Borrower marked "exchanged". No assignment of
      a Note and the obligation evidenced thereby shall be effective unless it
      shall have been recorded in the Register by the Administrative Agent as
      provided in this Section.

                                   ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

      SECTION 3.1. Repayments and Prepayments; Application.

      SECTION 3.1.1. Repayments and Prepayments. The Borrower shall repay in
full the unpaid principal amount of each Loan upon the Stated Maturity Date
therefor. Prior thereto, payments and repayments of Loans shall or may be made
as set forth below.

            (a) From time to time on any Business Day, the Borrower may make a
      voluntary prepayment, in whole or in part, of the outstanding principal
      amount of any

                  (i) Loans (other than Swing Line Loans); provided, however,
            that

                        (A) any such prepayment of the Term-A Loans, Term-B
                  Loans or Term-C Loans shall be made pro rata among Term-A
                  Loans, Term-B Loans and Term-C Loans, as applicable, of the
                  same type and, if applicable, having the same Interest Period
                  of all Lenders that have made such Term-A Loans, Term-B Loans
                  or Term-C Loans, and any such prepayment of Revolving Loans
                  shall be made pro rata among the Revolving Loans of the same
                  type and, if applicable, having the same Interest Period of
                  all Lenders that have made such Revolving Loans;

                        (B) the Borrower shall comply with Section 4.4 in the
                  event that any LIBO Rate Loan is prepaid on any day other than
                  the last day of the Interest Period for such Loan;

                        (C) all such voluntary prepayments shall require at
                  least one Business Day's notice in the case of Base Rate
                  Loans, three Business Days'


                                      -54-
<PAGE>

                  notice in the case of LIBO Rate Loans, but no more than five
                  Business Days' notice in the case of any Loans, in each case
                  in writing to the Administrative Agent; and

                        (D) all such voluntary partial prepayments shall be in
                  an aggregate amount of $500,000 or any larger integral
                  multiple of $100,000 or in the aggregate principal amount of
                  all Loans of the applicable Tranche and type then outstanding;
                  or

                  (ii) Swing Line Loans, provided that

                        (A) all such voluntary prepayments shall require prior
                  telephonic notice to the Swing Line Lender on or before 11:00
                  a.m., Designated City time, on the day of such prepayment
                  (such notice to be confirmed in writing by the Borrower within
                  24 hours thereafter); and

                        (B) all such voluntary partial prepayments shall be in
                  an aggregate amount of $500,000 and an integral multiple of
                  $100,000 or in the aggregate principal amount of all Swing
                  Line Loans then outstanding.

            (b) No later than five Business Days following the delivery by the
      Borrower of its annual audited financial reports required pursuant to
      clause (b) of Section 7.1.1 (beginning with the financial reports
      delivered in respect of the 2000 Fiscal Year), the Borrower shall deliver
      to the Administrative Agent a calculation of the Excess Cash Flow for the
      Fiscal Year last ended and, no later than five Business Days following the
      delivery of such calculation, make or cause to be made a mandatory
      prepayment of the Term Loans in an amount equal to 50% of the Excess Cash
      Flow (if any) for such Fiscal Year less (ii) the aggregate amount of all
      voluntary prepayments of the principal of the Term Loans actually made in
      such Fiscal Year pursuant to clause (a) of Section 3.1.1, to be applied as
      set forth in Section 3.1.2; provided, however, that such prepayment shall
      only be required to be made to the extent that the amount of Debt, as
      reduced by giving effect to such prepayment, would result in a Leverage
      Ratio of greater than 3.50:1 on a pro forma basis as of the date of such
      prepayment.

            (c) No later than one Business Day (in the case of Net Debt
      Proceeds) or 30 calendar days (in the case of Net Disposition Proceeds)
      following the receipt of any Net Disposition Proceeds or Net Debt Proceeds
      by (x) in the case of Net Debt Proceeds, Holdco, the Borrower or any
      Restricted Subsidiary of the Borrower and (y) in the case of Net
      Disposition Proceeds, the Borrower or any Restricted Subsidiary of the
      Borrower, the Borrower shall deliver to the Administrative Agent a
      calculation of the amount of such Net Disposition Proceeds or Net Debt
      Proceeds, as the case may be, and, to the extent the amount of such Net
      Disposition Proceeds or Net Debt Proceeds, as the case may be, with
      respect to any single transaction or series of related transactions,
      exceeds $2,000,000,


                                      -55-
<PAGE>

      make a mandatory prepayment of the Term Loans in an amount equal to 100%
      of such Net Disposition Proceeds or Net Debt Proceeds, as the case may be,
      to be applied as set forth in Section 3.1.2; provided, that no mandatory
      prepayment on account of such Net Disposition Proceeds shall be required
      under this clause if the Borrower informs the Agents no later than 30 days
      following the receipt of any Net Disposition Proceeds of its or its
      Restricted Subsidiary's good faith intention to apply such Net Disposition
      Proceeds to the acquisition of other assets or property consistent with
      the business permitted to be conducted pursuant to Section 7.2.1
      (including by way of merger or Investment) within 365 days following the
      receipt of such Net Disposition Proceeds, with the amount of such Net
      Disposition Proceeds unused after such 365 day period being applied to the
      Loans pursuant to Section 3.1.2.

            (d) The Borrower shall, concurrently with the receipt of any Net
      Equity Proceeds by Holdco, the Borrower or any Restricted Subsidiary of
      the Borrower, deliver to the Administrative Agent a calculation of the
      amount of such Net Equity Proceeds, and no later than five Business Days
      following the delivery of such calculation, and, to the extent that the
      amount of such Net Equity Proceeds with respect to any single transaction
      or series of related transactions exceeds $2,000,000, and subject to the
      proviso below, make or cause to be made a mandatory prepayment of the Term
      Loans in an amount equal to 50% of such Net Equity Proceeds to be applied
      as set forth in Section 3.1.2; provided, however, that such prepayment
      shall only be required to be made to the extent that the amount of Debt,
      as reduced by giving effect to such prepayment would result in a Leverage
      Ratio of greater than 3.50:1 on a pro forma basis as of the date of such
      prepayment (which pro forma calculation shall include, in the case of Net
      Equity Proceeds of the Initial Public Offering, the use of up to
      $60,000,000 of such Net Equity Proceeds to redeem Senior Subordinated
      Notes (including in such $60,000,000 amounts paid on account of principal
      of, and premium, if any, on, such Senior Subordinated Notes but excluding
      amounts paid on account of interest accrued on such Senior Subordinated
      Notes or fees in respect thereof));

            (e) The Borrower shall, no later than the 60th calendar day
      following the receipt by the Borrower or any of its Restricted
      Subsidiaries of any Casualty Proceeds in excess of $2,000,000
      (individually or in the aggregate in any Fiscal Year), make or cause to be
      made a mandatory prepayment of the Term Loans in an amount equal to 100%
      of such Casualty Proceeds, to be applied as set forth in Section 3.1.2;
      provided, that no mandatory prepayment on account of Casualty Proceeds
      shall be required under this clause if the Borrower informs the Agents no
      later than 60 days following the occurrence of the Casualty Event
      resulting in such Casualty Proceeds of its or its Restricted Subsidiary's
      good faith intention to apply such Casualty Proceeds to the rebuilding or
      replacement of the damaged, destroyed or condemned assets or property
      subject to such Casualty Event or the acquisition of other assets or
      property consistent with the business permitted to be conducted pursuant
      to Section 7.2.1 (including by way of merger or Investment) and in fact
      uses such Casualty Proceeds to rebuild or replace the damaged, destroyed
      or


                                      -56-
<PAGE>

      condemned assets or property subject to such Casualty Event or to acquire
      such other property or assets within 365 days following the receipt of
      such Casualty Proceeds, with the amount of such Casualty Proceeds unused
      after such 365 day period being applied to the Loans pursuant to Section
      3.1.2; provided further, however, that at any time when any Event of
      Default shall have occurred and be continuing or Casualty Proceeds not
      applied as provided above shall exceed $2,000,000, such Casualty Proceeds
      will be deposited in an account maintained with the Administrative Agent
      for disbursement at the request of the Borrower to pay for such
      rebuilding, replacement or acquisition.

            (f) On each date when any reduction in the Revolving Loan Commitment
      Amount shall become effective, the Borrower shall make a mandatory
      prepayment of Revolving Loans and (if necessary) Swing Line Loans and (if
      necessary) deposit with the Administrative Agent cash collateral for
      Letter of Credit Outstandings in an aggregate amount equal to the excess,
      if any, of the sum of (i) the aggregate outstanding principal amount of
      all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of
      all Letter of Credit Outstandings over the Revolving Loan Commitment
      Amount as so reduced;

            (g) The Borrower shall, on the Stated Maturity Date and on each
      Quarterly Payment Date occurring during any period set forth below, make a
      scheduled repayment of the outstanding principal amount, if any, of Term-A
      Loans in an aggregate amount equal to the amount set forth below opposite
      such Stated Maturity Date or period, as applicable (as such amounts may
      have otherwise been reduced pursuant to this Agreement):

                                                  Scheduled
                                                  Principal
                        Period                    Repayment
              --------------------------         ----------

                 10/15/03 to 1/14/04             $2,000,000

                 1/15/04 to 10/14/04             $2,500,000

                10/15/04 to the Sixth
              Anniversary of the Closing
                         Date                    $4,000,000

            (h) The Borrower shall, on the Stated Maturity Date and on each
      Quarterly Payment Date set forth below, make a scheduled repayment of the
      outstanding principal amount, if any, of Term-B Loans in an aggregate
      amount equal to the amount set forth below opposite such Stated Maturity
      Date or period, as applicable (as such amounts may have otherwise been
      reduced pursuant to this Agreement):


                                      -57-
<PAGE>

                                                  Scheduled
                                                  Principal
               Quarterly Payment Date             Repayment
              -------------------------         -----------

                   March 31, 2007                $19,800,00

                    June 30, 2007               $27,900,000

              Eighth Anniversary of the
                    Closing Date                $27,900,000

            (i) The Borrower shall, on the Stated Maturity Date and on each
      Quarterly Payment Date occurring during any period set forth below, make a
      scheduled repayment of the outstanding principal amount, if any, of Term-C
      Loans in an aggregate amount equal to the amount set forth below opposite
      such Stated Maturity Date or period, as applicable (as such amounts may
      have otherwise been reduced pursuant to this Agreement):

                                                 Scheduled
                                                 Principal
                      Period                     Repayment
              -----------------------            ----------
               1/15/01 to 10/14/06                  $62,500

              10/15/06 to the Eighth
                Anniversary of the
                   Closing Date                  $5,890,625

            (j) Following the prepayment in full of the Term Loans, on the date
      the Term Loans would otherwise have been required to be prepaid on account
      of any Net Disposition Proceeds, Net Debt Proceeds, Excess Cash Flow, Net
      Equity Proceeds or Casualty Proceeds, the Borrower shall first, prepay
      Revolving Loans and Swing Line Loans, and, second, deposit with the
      Administrative Agent cash collateral for Letter of Credit Outstandings, in
      an aggregate amount equal to the amount by which the Term Loans would
      otherwise have been required to be prepaid if Term Loans had been
      outstanding.

            (k) The Borrower shall, immediately upon any acceleration of the
      Stated Maturity Date of any Loans or Obligations pursuant to Section 8.2
      or Section 8.3, repay all outstanding Loans and other Obligations, unless,
      pursuant to Section 8.3, only a portion of all Loans and other Obligations
      are so accelerated (in which case the portion so accelerated shall be so
      prepaid).


                                      -58-
<PAGE>

      Each prepayment of any Loans made pursuant to this Section shall be
without premium or penalty, except as may be required by Section 4.4. No
prepayment of principal of any Revolving Loans or Swing Line Loans pursuant to
clause (a) or (j) of this Section 3.1.1 shall cause a reduction in the Revolving
Loan Commitment Amount or the Swing Line Loan Commitment Amount, as the case may
be.

      SECTION 3.1.2. Application. (a) Subject to clause (b) below, each
prepayment or repayment of principal of the Loans of any Tranche shall be
applied, to the extent of such prepayment or repayment, first, to the principal
amount thereof being maintained as Base Rate Loans, and second, to the principal
amount thereof being maintained as LIBO Rate Loans.

      (b) Each prepayment of Term Loans made pursuant to clauses (a), (b), (c),
(d) and (e) of Section 3.1.1 shall be applied, (i) on a pro rata basis, to the
outstanding principal amount of all remaining Term-A Loans, Term-B Loans and
Term-C Loans and (ii) in respect of each Tranche of Term Loans, in direct order
of maturity of the remaining scheduled quarterly amortization payments in
respect thereof, until all such Term-A Loans, Term-B Loans and Term-C Loans have
been paid in full (provided, however, that if the Borrower at any time elects in
writing, in its sole discretion, to permit any Lender that has Term-B Loans or
Term-C Loans to decline to have such Loans prepaid, then any Lender having
Term-B Loans or Term-C Loans outstanding may, by delivering a notice to the
Agents at least one Business Day prior to the date that such prepayment is to be
made, decline to have such Loans prepaid with the amounts set forth above, in
which case 50% of the amounts that would have been applied to a prepayment of
such Lender's Term-B Loans or Term-C Loans, as the case may be, shall instead be
applied to a prepayment of the Term-A Loans (until paid in full), with the
balance being retained by the Borrower).

      SECTION 3.2. Interest Provisions. Interest on the outstanding principal
amount of the Loans shall accrue and be payable in accordance with this Section
3.2.

      SECTION 3.2.1. Rates. (a) Each Base Rate Loan shall accrue interest on the
unpaid principal amount thereof for each day from and including the day upon
which such Loan was made or converted to a Base Rate Loan to but excluding the
date such Loan is repaid or converted to a LIBO Rate Loan at a rate per annum
equal to the sum of the Alternate Base Rate for such day plus the Applicable
Margin for such Loan on such day.

      (b) Each LIBO Rate Loan shall accrue interest on the unpaid principal
amount thereof for each day during each Interest Period applicable thereto at a
rate per annum equal to the sum of the LIBO Rate (Reserve Adjusted) for such
Interest Period plus the Applicable Margin for such Loan on such day.

All LIBO Rate Loans shall bear interest from and including the first day of the
applicable Interest Period to (but not including) the last day of such Interest
Period at the interest rate determined as applicable to such LIBO Rate Loan.


                                      -59-
<PAGE>

      SECTION 3.2.2. Post-Maturity Rates. After the date any principal amount of
any Loan shall have become due and payable (whether on the applicable Stated
Maturity Date, upon acceleration or otherwise), or any other monetary Obligation
(other than overdue Reimbursement Obligations which shall bear interest as
provided in Section 2.6.2) of the Borrower shall have become due and payable,
the Borrower shall pay, but only to the extent permitted by law, interest (after
as well as before judgment) on such amounts at a rate per annum equal to (a) in
the case of any overdue principal of Loans, overdue interest thereon, overdue
commitment fees or other overdue amounts in respect of Loans or other
obligations (or the related Commitments) under a particular Tranche, the rate
that would otherwise be applicable to Base Rate Loans under such Tranche
pursuant to Section 3.2.1 plus 2% and (b) in the case of other overdue monetary
Obligations, the rate that would otherwise be applicable to Revolving Loans that
were Base Rate Loans plus 2%.

      SECTION 3.2.3. Payment Dates. Interest accrued on each Loan shall be
payable, without duplication:

            (a) on the Stated Maturity Date therefor;

            (b) in the case of a LIBO Rate Loan, on the date of any payment or
      prepayment, in whole or in part, of principal outstanding on such Loan, to
      the extent of the unpaid interest accrued through such date on the
      principal so paid or prepaid;

            (c) with respect to Base Rate Loans, on each Quarterly Payment Date
      occurring after the Amendment Effective Date;

            (d) with respect to LIBO Rate Loans, on the last day of each
      applicable Interest Period (and, if such Interest Period shall exceed
      three months, at intervals of three months after the first day of such
      Interest Period); and

            (e) on that portion of any Loans the Stated Maturity Date of which
      is accelerated pursuant to Section 8.2 or Section 8.3, immediately upon
      such acceleration.

Interest accrued on Loans, Reimbursement Obligations or other monetary
Obligations arising under this Agreement or any other Loan Document after the
date such amount is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand.

      SECTION 3.3. Fees. The Borrower agrees to pay the fees set forth in this
Section 3.3. All such fees shall be non-refundable.

      SECTION 3.3.1. Commitment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender that has a Revolving Loan
Commitment (under the Existing Credit Agreement or hereunder), for each day
during the period (including any portion thereof


                                      -60-
<PAGE>

when any of the Lenders' Revolving Loan Commitments are suspended by reason of
the Borrower's inability to satisfy any condition of Article V) commencing on
the Closing Date and continuing to but excluding the Revolving Loan Commitment
Termination Date, a commitment fee on such Lender's Percentage of the unused
portion, whether or not then available, of the Revolving Loan Commitment Amount
(net of Letter of Credit Outstandings) for such day at a rate per annum equal to
the Applicable Commitment Fee for such day. Such commitment fee shall be payable
by the Borrower in arrears on each Quarterly Payment Date, commencing with the
first such day following the Closing Date, and on the Revolving Loan Commitment
Termination Date. The making of Swing Line Loans shall not constitute usage of
the Revolving Loan Commitment with respect to the calculation of commitment fees
to be paid by the Borrower to the Lenders. Payments by the Borrower to the Swing
Line Lender in respect of accrued interest on Swing Line Loans shall be net of
the commitment fee payable in respect of the Swing Line Lender's Revolving Loan
Commitment.

      SECTION 3.3.2. Administrative Agent Fee. The Borrower agrees to pay an
administration fee to the Administrative Agent, for its own account, in the
amount and at such times set forth in the Administrative Agent Fee Letter.

      SECTION 3.3.3. Letter of Credit Fee. The Borrower agrees to pay to the
Administrative Agent, for the pro rata account of the applicable Issuer and each
other Lender that has a Revolving Loan Commitment (under the Existing Credit
Agreement or hereunder), a letter of credit fee for each day on which there
shall be any Letters of Credit outstanding in an amount equal to (i) with
respect to each standby Letter of Credit, a rate per annum equal to the then
Applicable Margin for Revolving Loans maintained as LIBO Rate Loans, multiplied
by the Stated Amount of each such Letter of Credit; and (ii) with respect to
each documentary Letter of Credit, 1.25% per annum multiplied by the Stated
Amount of each such Letter of Credit, such fees being payable quarterly in
arrears on each Quarterly Payment Date. The Borrower further agrees to pay to
the applicable Issuer an issuance fee at the rates and on such dates agreed to
between the Borrower and such Issuer.

                                   ARTICLE IV

                     CERTAIN LIBO RATE AND OTHER PROVISIONS

      SECTION 4.1. LIBO Rate Lending Unlawful. If any Lender shall determine
(which determination shall, in the absence of manifest error, upon notice
thereof to the Borrower and the Lenders, be conclusive and binding on the
Borrower) that the introduction of or any change in or in the interpretation of
any law, in each case after the date upon which such Lender shall have become a
Lender under the Existing Credit Agreement or hereunder, makes it unlawful, or
any central bank or other governmental authority asserts, after such date, that
it is unlawful, for such Lender to make, continue or maintain any Loan as, or to
convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make,
continue, maintain or convert any Loans as or to


                                      -61-
<PAGE>

LIBO Rate Loans shall, upon such determination, forthwith be suspended until
such Lender shall notify the Administrative Agent that the circumstances causing
such suspension no longer exist (with the date of such notice being the
"Reinstatement Date"), and (i) all LIBO Rate Loans previously made by such
Lender shall automatically convert into Base Rate Loans at the end of the then
current Interest Periods with respect thereto or sooner, if required by such law
or assertion and (ii) all Loans thereafter made by such Lender and outstanding
prior to the Reinstatement Date shall be made as Base Rate Loans, with interest
thereon being payable on the same date that interest is payable with respect to
the corresponding Borrowing of LIBO Rate Loans made by Lenders not so affected.

      SECTION 4.2. Deposits Unavailable. If the Administrative Agent shall have
determined that (i) Dollar deposits in the relevant amount and for the relevant
Interest Period are not available to the Administrative Agent in its relevant
market, or (ii) by reason of circumstances affecting the Administrative Agent's
relevant market, adequate means do not exist for ascertaining the interest rate
applicable hereunder to LIBO Rate Loans, then, upon notice from the
Administrative Agent to the Borrower and the Lenders, the obligations of all
Lenders under Section 2.3 and Section 2.4 to make or continue any Loans as, or
to convert any Loans into, LIBO Rate Loans shall forthwith be suspended until
the Administrative Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist.

      SECTION 4.3. Increased LIBO Rate Loan Costs, etc. The Borrower agrees to
reimburse each Lender for any increase in the cost to such Lender of, or any
reduction in the amount of any sum receivable by such Lender in respect of,
making, continuing or maintaining (or of its obligation to make, continue or
maintain) any Loans as, or of converting (or of its obligation to convert) any
Loans into, LIBO Rate Loans (excluding any amounts, whether or not constituting
Taxes, referred to in Section 4.6) arising as a result of any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other governmental authority that occurs after the date upon which such
Lender became a Lender under the Existing Credit Agreement or hereunder. Such
Lender shall promptly notify the Administrative Agent and the Borrower in
writing of the occurrence of any such event, such notice to state, in reasonable
detail, the reasons therefor and the additional amount required fully to
compensate such Lender for such increased cost or reduced amount. Such
additional amounts shall be payable by the Borrower directly to such Lender
within five days of its receipt of such notice, and such notice shall, in the
absence of manifest error, be conclusive and binding on the Borrower.

      SECTION 4.4. Funding Losses. In the event any Lender shall incur any loss
or expense (including any loss or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such Lender to make,
continue or maintain any portion of the principal amount of any Loan as, or to
convert any portion of the principal amount of any Loan into, a LIBO Rate Loan,
but excluding any loss of margin after the date of any such conversion,
repayment, prepayment or failure to borrow, continue or convert) as a result of
(i) any conversion


                                      -62-
<PAGE>

or repayment or prepayment of the principal amount of any LIBO Rate Loans on a
date other than the scheduled last day of the Interest Period applicable
thereto, whether pursuant to Section 3.1 or otherwise, (ii) any Loans not being
borrowed as LIBO Rate Loans in accordance with the Borrowing Request therefor,
or (iii) any Loans not being continued as, or converted into, LIBO Rate Loans in
accordance with the Continuation/ Conversion Notice therefor, then, upon the
written notice of such Lender to the Borrower (with a copy to the Administrative
Agent), the Borrower shall, within five days of its receipt thereof, pay
directly to such Lender such amount as will (in the reasonable determination of
such Lender) reimburse such Lender for such loss or expense. Such written notice
(which shall include calculations in reasonable detail) shall, in the absence of
manifest error, be conclusive and binding on the Borrower.

      SECTION 4.5. Increased Capital Costs. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other governmental authority, in each case occurring after the applicable
Lender became a Lender under the Existing Credit Agreement or hereunder, affects
or would affect the amount of capital required or expected to be maintained by
any Lender or any Person controlling such Lender, and such Lender determines (in
its sole and absolute discretion) that the rate of return on its or such
controlling Person's capital as a consequence of its Commitments, participation
in Letters of Credit or the Loans made by such Lender is reduced to a level
below that which such Lender or such controlling Person could have achieved but
for the occurrence of any such circumstance, then, in any such case upon notice
from time to time by such Lender to the Borrower, the Borrower shall immediately
pay directly to such Lender additional amounts sufficient to compensate such
Lender or such controlling Person for such reduction in rate of return. A
statement of such Lender as to any such additional amount or amounts (including
calculations thereof in reasonable detail) shall, in the absence of manifest
error, be conclusive and binding on the Borrower. In determining such amount,
such Lender may use any method of averaging and attribution that it (in its sole
and absolute discretion) shall deem applicable; provided, that such Lender may
not impose materially greater costs on the Borrower than on other similarly
situated borrowers by virtue of any such averaging or attribution method.

      SECTION 4.6. Taxes. (a) All payments by the Borrower of principal of, and
interest on, the Loans and all other amounts payable hereunder or under any
other Loan Document (including Reimbursement Obligations, fees and expenses)
shall be made free and clear of and without deduction for any present or future
income, excise, stamp or franchise taxes and other taxes, fees, duties,
withholdings or other charges of any nature whatsoever imposed by any taxing
authority from or through which payments originate or are made or deemed made by
or to the Borrower, but excluding (i) any income, excise, stamp or franchise
taxes and other similar taxes, fees, duties, withholdings or other charges
imposed on any Lender or either of the Agents by a jurisdiction under the laws
of which such Lender or Agent is organized or in which its principal executive
office is located, or otherwise as a result of a present or former connection
between the applicable lending office (or office through which it performs any
of its actions as Lender or Agent) of such Lender or Agent and the jurisdiction
of the governmental authority imposing such tax or any


                                      -63-
<PAGE>

political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from such Agent or such Lender having executed,
delivered or performed its obligations or received a payment under, or taken any
action to enforce, this Agreement and any Note) or (ii) any income, excise,
stamp or franchise taxes and other similar taxes, fees, duties, withholdings or
other charges to the extent that they are in effect and would apply as of the
date any Person becomes a Lender or Assignee Lender under the Existing Credit
Agreement or hereunder, or as of the date that any Lender changes its applicable
lending office, to the extent such taxes become applicable as a result of such
change (other than a change in an applicable lending office made pursuant to
Section 4.10 below) (such non-excluded items being called "Taxes"). In the event
that any withholding or deduction from any payment to be made by the Borrower
hereunder is required in respect of any Taxes pursuant to any applicable law,
rule or regulation, then the Borrower will (i) pay directly to the relevant
taxing authority the full amount required to be so withheld or deducted, (ii)
promptly forward to the Administrative Agent an official receipt or other
documentation available to the Borrower reasonably satisfactory to the
Administrative Agent evidencing such payment to such authority, and (iii) pay to
the Administrative Agent for the account of the Lenders such additional amount
or amounts as is necessary to ensure that the net amount actually received by
each Lender will equal the full amount such Lender would have received had no
such withholding or deduction been required, provided, however, that the
Borrower shall not be required to pay any such additional amounts in respect of
amounts payable to any Lender that is not organized under the laws of the United
States or a state thereof to the extent that the related tax is imposed (or an
exemption therefrom is not available) as a result of such Lender or Agent
failing to comply with the requirements of clause (b) of Section 4.6.

      Moreover, if any Taxes are directly asserted against either of the Agents
or any Lender with respect to any payment received by such Agents or such Lender
hereunder, such Agents or such Lender may pay such Taxes and the Borrower will
promptly pay to such Person such additional amount (including any penalties,
interest or expenses) as is necessary in order that the net amount received by
such Person (including any Taxes on such additional amount) shall equal the
amount of such Taxes paid by such Person; provided, however, that the Borrower
shall not be obligated to make payment to the Lenders or the Agents (as the case
may be) pursuant to this sentence in respect of penalties or interest
attributable to any Taxes, if written demand therefor has not been made by such
Lenders or the Agents within 60 days from the date on which such Lenders or the
Agents knew of the imposition of Taxes by the relevant taxing authority or for
any additional imposition which may arise from the failure of the Lenders or the
Agents to apply payments in accordance with the tax law after the Borrower has
made the payments required hereunder; provided, further, that the Borrower shall
not be required to pay any such additional amounts in respect of any amounts
payable to any Lender or any Agent (as the case may be) that is not organized
under the laws of the United States or a state thereof to the extent the related
Tax is imposed as a result of such Lender failing to comply with the
requirements of clause (b) of Section 4.6. After the Lenders or the Agents (as
the case may be) learn of the imposition of Taxes, such Lenders and the Agents
will act in good faith to notify the Borrower of its obligations hereunder as
soon as reasonably possible.


                                      -64-
<PAGE>

      If the Borrower fails to pay any Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent, for the account of the
respective Lenders, the required receipts or other required documentary
evidence, the Borrower shall indemnify the Lenders for any incremental Taxes,
interest or penalties that may become payable by any Lender as a result of any
such failure.

      (b) Each Non-U.S. Lender shall, (i) on or prior to the date of the
execution and delivery of this Agreement, in the case of each Lender listed on
the signature pages hereof, or, in the case of an Assignee Lender, on or prior
to the date it becomes a Lender, execute and deliver to the Borrower and the
Administrative Agent, two or more (as the Borrower or the Agents may reasonably
request) United States Internal Revenue Service Forms W-8ECI or Forms W-8BEN (or
successor forms) establishing the Lender's exemption from United States federal
withholding tax, or, solely if such Lender is claiming exemption from United
States withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest", United States Internal Revenue Service
Forms W-8BEN and a certificate signed by a duly authorized officer of such
Lender representing that such Lender is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code, or such other forms or documents (or successor
forms or documents), appropriately completed, establishing that payments to such
Lender are exempt from withholding or deduction of United States federal
withholding taxes; and (ii) deliver to the Borrower and the Administrative Agent
two further copies of any such form or documents on or before the date that any
such form or document expires or becomes obsolete and after the occurrence of
any event requiring a change in the most recent such form or document previously
delivered by it to the Borrower. Each Lender and each Agent agrees, to the
extent reasonable and without material cost to it, to provide to the Borrower
and the Administrative Agent such other applicable forms or certificates as
would reduce or eliminate any Tax otherwise applicable.

      (c) If the Borrower determines in good faith that a reasonable basis
exists for contesting the imposition of a Tax with respect to a Lender or either
of the Agents, the relevant Lender or Agent, as the case may be, shall cooperate
with the Borrower in challenging such Tax at the Borrower's expense if requested
by the Borrower; provided, however, that nothing in this Section 4.6 shall
require any Lender or Agent to submit to the Borrower or any Person any tax
returns or any part thereof, or to prepare or file any tax returns other than as
such Lender or Agent in its sole discretion shall determine.

      (d) If a Lender or an Agent shall receive a refund (including any offset
or credits from a taxing authority (as a result of any error in the imposition
of Taxes by such taxing authority) of any Taxes paid by the Borrower pursuant to
subsection 4.6(a) above, such Lender or such Agent (as the case may be) shall
promptly pay the Borrower the amount so received, with interest from the taxing
authority with respect to such refund, net of any tax liability incurred by such
Lender or Agent that is attributable to the receipt of such refund and such
interest.

      (e) Each Lender and each Agent agrees, to the extent reasonable and
without material cost to it, to cooperate with the Borrower to minimize any
amounts payable by the Borrower


                                      -65-
<PAGE>

under this Section 4.6; provided, however, that nothing in this Section 4.6
shall require any Lender or Agent to take any action which, in the sole
discretion of such Lender or Agent, is inconsistent with its internal policy and
legal and regulatory restrictions.

      (f) If the Borrower is required to pay additional amounts to or for the
account of any Lender or Agent pursuant to clause (a) of this Section 4.6 as a
result of a change of law occurring after the Closing Date, then such Lender or
Agent, at the request of the Borrower, will change the jurisdiction of its
applicable lending office (or office through which it performs any of its
actions as Agent) if such change (i) would eliminate or reduce any such
additional payment which may thereafter accrue and (ii) is not, in the good
faith determination of such Lender or Agent, otherwise disadvantageous to such
Lender or Agent.

      SECTION 4.7. Payments, Computations, etc. Unless otherwise expressly
provided, all payments by or on behalf of the Borrower pursuant to this
Agreement or any other Loan Document shall be made by the Borrower to the
Administrative Agent for the pro rata account of the Lenders, Agents or Lead
Arranger, as applicable, entitled to receive such payment. All such payments
required to be made to the Administrative Agent shall be made, without setoff,
deduction or counterclaim, not later than 11:00 a.m., Designated City time, on
the date due, in same day or immediately available funds, to such account as the
Administrative Agent shall specify from time to time by notice to the Borrower.
Funds received after that time shall be deemed to have been received by the
Administrative Agent on the next succeeding Business Day. The Administrative
Agent shall promptly remit in same day funds to each Lender, Agent or Lead
Arranger, as the case may be, its share, if any, of such payments received by
the Administrative Agent for the account of such Lender, Agent or Lead Arranger,
as the case may be. All interest and fees shall be computed on the basis of the
actual number of days (including the first day but excluding the last day)
occurring during the period for which such interest or fee is payable over a
year comprised of 360 days (or, in the case of interest on a Base Rate Loan, 365
days or, if appropriate, 366 days). Whenever any payment to be made shall
otherwise be due on a day which is not a Business Day, such payment shall
(except as otherwise required by clause (i) of the definition of the term
"Interest Period") be made on the next succeeding Business Day and such
extension of time shall be included in computing interest and fees, if any, in
connection with such payment.

      SECTION 4.8. Sharing of Payments. If any Lender shall obtain any payment
or other recovery (whether voluntary, involuntary, by application of setoff or
otherwise) on account of any Loan or Reimbursement Obligation (other than
pursuant to the terms of Sections 4.3, 4.4 and 4.5) in excess of its pro rata
share of payments then or therewith obtained by all Lenders entitled thereto,
such Lender shall purchase from the other Lenders such participation in the
Credit Extensions made by them as shall be necessary to cause such purchasing
Lender to share the excess payment or other recovery ratably with each of them;
provided, however, that if all or any portion of the excess payment or other
recovery is thereafter recovered from such purchasing Lender, the purchase shall
be rescinded and each Lender which has sold a participation to the purchasing
Lender shall repay to the purchasing Lender the purchase price to the ratable
extent of


                                      -66-
<PAGE>

such recovery together with an amount equal to such selling Lender's ratable
share (according to the proportion of (i) the amount of such selling Lender's
required repayment to the purchasing Lender in respect of such recovery, to (ii)
the total amount so recovered from the purchasing Lender) of any interest or
other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered. The Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section may, to the fullest
extent permitted by law, exercise all its rights of payment (including pursuant
to Section 4.9) with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation. If
under any applicable bankruptcy, insolvency or other similar law, any Lender
receives a secured claim in lieu of a setoff to which this Section applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders entitled
under this Section to share in the benefits of any recovery on such secured
claim.

      SECTION 4.9. Setoff. Each Lender shall, upon the occurrence of any Event
of Default described in clauses (b) through (d) of Section 8.1.9 with respect to
any Obligor (other than a Subsidiary that is not a Material Subsidiary) or, with
the consent of the Required Lenders, upon the occurrence of any other Event of
Default, to the fullest extent permitted by law, have the right to appropriate
and apply to the payment of the Obligations then due to it, and (as security for
such Obligations) the Borrower hereby grants to each Lender a continuing
security interest in, any and all balances, credits, deposits, accounts or
moneys of the Borrower then or thereafter maintained with or otherwise held by
such Lender; provided, however, that any such appropriation and application
shall be subject to the provisions of Section 4.8. Each Lender agrees promptly
to notify the Borrower and the Administrative Agent after any such setoff and
application made by such Lender; provided, however, that the failure to give
such notice shall not affect the validity of such setoff and application. The
rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff under applicable law or otherwise)
which such Lender may have.

      SECTION 4.10. Mitigation. Each Lender agrees that if it makes any demand
for payment under Sections 4.3, 4.4, 4.5, or 4.6, or if any adoption or change
of the type described in Section 4.1 shall occur with respect to it, it will use
reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions and so long as such efforts would not be disadvantageous to it, as
determined in its sole discretion) to designate a different lending office if
the making of such a designation would reduce or obviate the need for the
Borrower to make payments under Section 4.3, 4.4, 4.5, or 4.6, or would
eliminate or reduce the effect of any adoption or change described in Section
4.1.

      SECTION 4.11. Replacement of Lenders. Each Lender hereby severally agrees
as set forth in this Section. If any Lender (a "Subject Lender") (i) makes
demand upon the Borrower for (or if the Borrower is otherwise required to pay)
amounts pursuant to Section 4.3, 4.5 or 4.6, (ii) gives notice pursuant to
Section 4.1 requiring a conversion of such Subject Lender's LIBO Rate Loans to
Base Rate Loans or any change in the basis upon which interest is to accrue in


                                      -67-
<PAGE>

respect of such Subject Lender's LIBO Rate Loans or suspending such Lender's
obligation to make Loans as, or to convert Loans into, LIBO Rate Loans, (iii)
becomes a Non-Consenting Lender or (iv) becomes a Non-Funding Lender, the
Borrower may, within 180 days of receipt by the Borrower of such demand or
notice (or the occurrence of such other event causing the Borrower to be
required to pay such compensation) or within 180 days of such Lender becoming a
Non-Consenting Lender or a Non-Funding Lender, as the case may be, give notice
(a "Replacement Notice") in writing to the Agents and such Subject Lender of its
intention to replace such Subject Lender with a financial institution (a
"Replacement Lender") designated in such Replacement Notice. If the Agents
shall, in the exercise of their reasonable discretion and within 30 days of
their receipt of such Replacement Notice, notify the Borrower and such Subject
Lender in writing that the designated financial institution is satisfactory to
the Agents (such consent not being required where the Replacement Lender is
already a Lender), then such Subject Lender shall, subject to the payment of any
amounts due pursuant to Section 4.4, assign, in accordance with Section 10.11.1,
all of its Commitments, Loans and other rights and obligations under this
Agreement and all other Loan Documents (including Reimbursement Obligations) to
such designated financial institution; provided, however, that (i) such
assignment shall be without recourse, representation or warranty and shall be on
terms and conditions reasonably satisfactory to such Subject Lender and such
designated financial institution and (ii) the purchase price paid by such
designated financial institution shall be in the amount of such Subject Lender's
Loans and its Percentage in respect of any Revolving Loan Commitment under which
there are outstanding Reimbursement Obligations of such Reimbursement
Obligation, together with all accrued and unpaid interest and fees in respect
thereof, plus all other amounts (including the amounts demanded and unreimbursed
under Sections 4.3, 4.5 and 4.6), owing to such Subject Lender hereunder. Upon
the effective date of an assignment described above, the designated financial
institution or Replacement Lender shall become a "Lender" for all purposes under
this Agreement and the other Loan Documents.

                                    ARTICLE V

                         CONDITIONS TO CREDIT EXTENSIONS

      SECTION 5.1. Borrowing of Term-C Loans. The obligations of the Lenders
having a Term-C Loan Commitment to fund the Term-C Loans on the Primedica
Acquisition Date shall be subject to the prior or concurrent satisfaction of
each of the conditions precedent set forth in this Section 5.1.

      SECTION 5.1.1. New Transaction Documents. The Agents shall have received
(with copies for each Lender that shall have expressly requested copies thereof)
copies of the fully executed version of the Primedica Purchase Agreement,
certified to be true and complete copies thereof by an Authorized Officer of the
Borrower. The Primedica Purchase Agreement shall be in full force and effect and
shall not have been modified or waived in any material respect, nor shall there
have been any forbearance to exercise any material rights with respect to any of
the terms or


                                      -68-
<PAGE>

provisions relating to the conditions to the consummation of the Primedica
Acquisition as set forth in the Primedica Purchase Agreement unless otherwise
agreed to by the Required Lenders.

      SECTION 5.1.2. Consummation of Primedica Acquisition. The Agents shall
have received evidence satisfactory to each of them that all actions necessary
to consummate the Primedica Acquisition shall have been taken.

      SECTION 5.1.3. Primedica Related Issuance. Holdco shall have issued
$16,500,000 of its common stock to TSI.

      SECTION 5.1.4. Primedica Transaction Fees and Expenses. The amount of
Primedica Transaction Fees and Expenses shall not have exceeded $1,200,000.

      SECTION 5.1.5. Available Cash. The Company shall have available cash in an
amount of at least $2,800,000 to consummate the Primedica Acquisition.

      SECTION 5.1.6. Cash Consideration. The cash portion of the consideration
used to consummate the Primedica Acquisition shall not have exceeded
$27,800,000.

      SECTION 5.1.7. Primedica Acquisition Date Certificate. The Agents shall
have received, with counterparts for each Lender, the Primedica Acquisition Date
Certificate, dated the Primedica Acquisition Date and duly executed and
delivered by an Authorized Officer that is the president, the chief executive
officer, the chief financial officer or, if the Borrower does not have a chief
financial officer, the controller of the Borrower, in which certificate the
Borrower shall agree and acknowledge that the statements made therein shall be
deemed to be true and correct representations and warranties of the Borrower
made as of such date under this Agreement, and, at the time such certificate is
delivered, such statements shall in fact be true and correct.

      SECTION 5.1.8. Delivery of Notes. The Agents shall have received, for the
account of each Lender that has a Term-C Loan Commitment and has submitted, at
least two Business Days prior to the Primedica Acquisition Date, a written
request pursuant to Section 2.7(b)(ii), a Term-C Note duly executed and
delivered by the Borrower.

      SECTION 5.1.9. Solvency, etc. The Agents shall have received a solvency
certificate from an Authorized Officer that is the chief financial or accounting
officer of the Borrower, dated the Primedica Acquisition Date, in form and
substance satisfactory to the Agents.

      SECTION 5.1.10. Supplement to Borrower Pledge and Security Agreement, etc.
The Agents shall have received executed counterparts of a supplement to the
Borrower Pledge and Security Agreement, dated as of the Primedica Acquisition
Date and in form and substance reasonably satisfactory to the Agents, duly
executed and delivered by an Authorized Officer of the Borrower, together with


                                      -69-
<PAGE>

            (a) the certificates evidencing all of the issued and outstanding
      shares of Capital Stock of Primedica pledged pursuant to such supplement,
      which certificates shall in each case be accompanied by undated powers of
      transfer duly executed in blank, or, if any such shares of Capital Stock
      of Primedica pledged pursuant to such supplement are uncertificated
      securities or are held through a securities intermediary, the
      Administrative Agent shall have obtained "control" (as defined in the UCC)
      over such shares of Capital Stock and such other instruments and documents
      as the Administrative Agent shall deem necessary or in the reasonable
      opinion of the Administrative Agent desirable under applicable law to
      perfect the security interest of the Administrative Agent in such shares
      of Capital Stock;

            (b) all promissory notes (to the extent not previously delivered)
      evidencing intercompany Indebtedness payable to the Borrower by any of its
      Subsidiaries (including Primedica) duly endorsed to the order of the
      Administrative Agent;

            (c) executed copies of proper UCC termination statements (Form
      UCC-3), if any, relating to Primedica or any of its Subsidiaries, as
      debtor, necessary to release all Liens and other rights of any Person
      (other than Liens permitted under Section 7.2.3), as secured party,

                  (i) in any collateral of the type described in Section 2.1 of
            any Pledge and Security Agreement previously granted by Primedica or
            any such Subsidiary, and

                  (ii) securing any of the Indebtedness to be repaid in
            connection with the New Transaction on or prior to the Primedica
            Acquisition Date,

      together with such other UCC termination statements (Form UCC-3) as the
      Agents may reasonably request from Primedica or any such Subsidiary (but
      excluding any such statements evidencing liens securing any Primedica
      Assumed Indebtedness); and

            (d) certified copies of UCC Requests for Information or Copies (Form
      UCC-11), or a similar search report certified by a party acceptable to the
      Agents, dated a date reasonably near to the Primedica Acquisition Date,
      listing all effective financing statements which name Primedica or any of
      its Subsidiaries (under its present names and any previous names) as the
      debtor and which are filed in the jurisdictions in which filings are to be
      made pursuant to clause (c) above, together with copies of such financing
      statements.

      SECTION 5.1.11. Governmental and Third Party Approvals. All material
governmental and third party approvals necessary or advisable in connection with
the New Transaction and the continuing operations of the Borrower, Primedica and
their respective subsidiaries shall, in each case, have been obtained and be in
full force and effect, and all applicable waiting periods, if any, shall have
expired without any action being taken or threatened by any competent authority
which would restrain, prevent or otherwise impose adverse conditions on the New
Transaction.


                                      -70-
<PAGE>

      SECTION 5.1.12. Litigation. There shall exist no pending or threatened
material litigation, proceedings or investigations which (i) would contest the
consummation of the New Transaction or (ii) could reasonably be expected to have
a Material Adverse Effect.

      SECTION 5.1.13. Reliance Letters. The Agents shall, unless otherwise
agreed, have received reliance letters, dated the Primedica Acquisition Date and
addressed to each Lender and each Agent, in respect of each of the legal
opinions (other than "disclosure" and other similar opinions) delivered in
connection with the Primedica Acquisition.

      SECTION 5.1.14. Costs, Expenses, etc. The Agents and the Lead Arranger
shall have received, each for its own respective account all costs and expenses
due and payable pursuant to Section 10.3, if then invoiced.

      SECTION 5.1.15. Satisfactory Legal Form. All documents executed or
submitted pursuant hereto by or on behalf of the Borrower or any of its
Subsidiaries or any other Obligors, shall be reasonably satisfactory in form and
substance to the Agents and their counsel; the Agents and their counsel shall
have received all information, approvals, opinions, documents or instruments
that the Agents or their counsel shall have reasonably requested.

      SECTION 5.2. All Credit Extensions. The obligation of each Lender and, if
applicable, the Issuer, to make any Credit Extension (including its initial
Credit Extension) shall be subject to the satisfaction of each of the conditions
precedent set forth in this Section 5.2.

      SECTION 5.2.1. Compliance with Warranties, No Default, etc. Both before
and after giving effect to any Credit Extension the following statements shall
be true and correct:

            (a) the representations and warranties set forth in Article VI and
      in each other Loan Document shall, in each case, be true and correct in
      all material respects with the same effect as if then made (unless stated
      to relate solely to an earlier date, in which case such representations
      and warranties shall be true and correct in all material respects as of
      such earlier date);

            (b) the sum of (i) the aggregate outstanding principal amount of all
      Revolving Loans and Swing Line Loans, plus (ii) the aggregate amount of
      all Letter of Credit Outstandings, does not exceed the then existing
      Revolving Loan Commitment Amount; and

            (c) no Default shall have then occurred and be continuing.

      SECTION 5.2.2. Credit Extension Request. The Agents shall have received a
Borrowing Request if Loans are being requested, or an Issuance Request if a
Letter of Credit is being requested or extended. Each of the delivery of a
Borrowing Request or Issuance Request and the acceptance by the Borrower of
proceeds of any Credit Extension shall constitute a representation


                                      -71-
<PAGE>

and warranty by the Borrower that on the date of such Credit Extension (both
immediately before and after giving effect thereto and the application of the
proceeds thereof) the statements made in Section 5.2.1 are true and correct.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

      In order to induce the Lenders, the Issuers and the Agents to enter into
this Agreement and to make Credit Extensions hereunder, the Borrower represents
and warrants unto the Agents, the Issuers and each Lender as set forth in this
Article VI.

      SECTION 6.1. Organization, etc. The Borrower and each of its Restricted
Subsidiaries (a) is validly organized and existing and in good standing to the
extent required under the laws of the jurisdiction of its incorporation, except
to the extent that the failure to be in good standing would not reasonably be
expected to have a Material Adverse Effect, (b) is duly qualified to do business
and is in good standing to the extent required under the laws of each
jurisdiction where the nature of its business requires such qualification,
except to the extent that the failure to qualify would not reasonably be
expected to result in a Material Adverse Effect, and (c) has full power and
authority and holds all requisite governmental licenses, permits and other
approvals to (i) enter into and perform its obligations in connection with the
Transaction and its Obligations under this Agreement and each other Loan
Document to which it is a party and (ii) own and hold under lease its property
and to conduct its business substantially as currently conducted by it except,
in the case of this clause (c)(ii), where the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.

      SECTION 6.2. Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by the Borrower of this Agreement and each other Loan
Document executed or to be executed by it, and the execution, delivery and
performance by each other Obligor of each Loan Document executed or to be
executed by it and the Borrower's and, where applicable, each such other
Obligor's participation in the consummation of the Transaction, are within the
Borrower's and each such Obligor's company powers, have been duly authorized by
all necessary company action, and do not (i) contravene the Borrower's or any
such Obligor's Charter Documents, (ii) contravene any contractual restriction
(other than any such contractual restriction that shall have been waived on or
prior to the Closing Date), law or governmental regulation or court decree or
order binding on or affecting the Borrower or any such Obligor, where such
contravention, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect, or (iii) result in, or require the creation or
imposition of, any Lien on any of the Borrower's or any other Obligor's
properties, except pursuant to the terms of a Loan Document.


                                      -72-
<PAGE>

      SECTION 6.3. Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person, is required for the due execution,
delivery or performance by the Borrower or any other Obligor of this Agreement
or any other Loan Document to which it is a party, except as have been duly
obtained or made and are in full force and effect or those which the failure to
obtain or make could not reasonably be expected to have a Material Adverse
Effect. All authorizations, approvals and other actions by, and all notices to
and filings with, any governmental authority or regulatory body that are
required pursuant to the Recapitalization Agreement in connection with the
Original Transaction, the PAIC Purchase Agreement in connection with the PAIC
Acquisition and the Primedica Purchase Agreement in connection with the
Primedica Acquisition have been duly obtained or made and are in full force and
effect, except those which the failure to obtain or make could not reasonably be
expected to have a Material Adverse Effect. None of the Borrower or any other
Obligor is an "investment company" within the meaning of the Investment Company
Act of 1940, as amended, or a "holding company", or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

      SECTION 6.4. Validity, etc. This Agreement constitutes, and each other
Loan Document executed by the Borrower will, on the due execution and delivery
thereof, constitute, the legal, valid and binding obligations of the Borrower
enforceable in accordance with their respective terms; and each Loan Document
executed pursuant hereto by each other Obligor will, on the due execution and
delivery thereof by such Obligor, be the legal, valid and binding obligation of
such Obligor enforceable in accordance with its terms, in each case with respect
to this Section 6.4 subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.

      SECTION 6.5. Financial Information. The Borrower has delivered to the
Agents and each Lender copies of each of (i) the Base Financial Statements, and
(ii) Pro Forma Financial Statements. Each of the financial statements described
above (A) has been prepared (1) in the case of clause (i), in accordance with
GAAP consistently applied, (2) in the case of clause (ii), on a basis
substantially consistent with the basis used to prepare the financial statements
referred to in clause (i), and (B) (1) in the case of clause (i), present fairly
the consolidated financial condition of the corporations covered thereby as at
the date thereof and the results of their operations for the periods then ended,
and (2) in the case of clause (ii), include appropriate pro forma adjustments to
give pro forma effect to the Original Transaction.

      SECTION 6.6. No Material Adverse Change. Since December 25, 1999, there
has occurred no event, circumstance or condition that constitutes a Material
Adverse Effect.


                                      -73-
<PAGE>

      SECTION 6.7. Litigation, etc. There is no pending or, to the knowledge of
the Borrower, threatened litigation, action, proceeding, arbitration or
governmental investigation affecting any Obligor, or any of their respective
properties, businesses, assets or revenues, which could reasonably be expected
to result in a Material Adverse Effect except as disclosed in Item 6.7
("Litigation") of the Disclosure Schedule. No development has occurred in any
litigation, action or governmental investigation or other proceeding disclosed
in Item 6.7 ("Litigation") of the Disclosure Schedule which could reasonably be
expected to have a Material Adverse Effect.

      SECTION 6.8. Subsidiaries. As of the Amendment Effective Date, the
Borrower has only those Subsidiaries (i) which are identified in Item 6.8
("Existing Subsidiaries") of the Disclosure Schedule, or (ii) which are
permitted to have been acquired in accordance with Section 7.2.5 or 7.2.8.

      SECTION 6.9. Ownership of Properties. Except to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect, the Borrower and each of its Restricted Subsidiaries owns good title to,
or leasehold interests in, all of its properties and assets (other than
insignificant properties and assets), real and personal, tangible and
intangible, of any nature whatsoever (including patents, trademarks, trade
names, service marks and copyrights), free and clear of all Liens or material
claims (including material infringement claims with respect to patents,
trademarks, copyrights and the like), except as permitted pursuant to Section
7.2.3.

      SECTION 6.10. Taxes. Each of Holdco, the Borrower and each of their
respective Subsidiaries has filed all Federal, State and other material tax
returns required by law to have been filed by it and has paid all material taxes
and governmental charges thereby shown to be owing, except any such taxes or
charges which are being contested in good faith by appropriate proceedings and
for which adequate reserves in accordance with GAAP shall have been set aside on
its books.

      SECTION 6.11. Pension and Welfare Plans. During the
twelve-consecutive-month period prior to the Closing Date, no steps have been
taken to terminate any Pension Plan, and no contribution failure has occurred
with respect to any Pension Plan sufficient to give rise to a Lien under section
302(f) of ERISA, which, in either case, is reasonably expected to lead to a
liability to such Pension Plan in excess of $5,000,000. No condition exists or
event or transaction has occurred with respect to any Pension Plan which could
reasonably be expected to result in the incurrence by the Borrower or any member
of the Controlled Group of any material liability, fine or penalty other than
such condition, event or transaction which would not reasonably be expected to
have a Material Adverse Effect. Except as disclosed in Item 6.11 ("Employee
Benefit Plans") of the Disclosure Schedule or otherwise approved by the Agents
(such approval not to be unreasonably withheld or delayed), since the date of
the last financial statement the Borrower has not increased any contingent
liability with respect to any post-retirement benefit under a Welfare Plan,
other than liability for continuation coverage described in Part 6 of Subtitle B
of Title I of ERISA, except as would not have a Material Adverse Effect.


                                      -74-
<PAGE>

      SECTION 6.12. Environmental Matters. Except as set forth in Item 6.12
("Environmental Matters") of the Disclosure Schedule or as, individually or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect:

            (a) all facilities and property owned or leased by the Borrower or
      any of its Subsidiaries are, and continue to be, owned or leased by the
      Borrower and its Subsidiaries in compliance with all Environmental Laws;

            (b) there are no pending or threatened (i) written claims,
      complaints, notices or requests for information received by the Borrower
      or any of its Subsidiaries with respect to any alleged violation of any
      Environmental Law, or (ii) written complaints, notices or inquiries to the
      Borrower or any of its Subsidiaries regarding potential liability under
      any Environmental Law;

            (c) the Borrower and its Subsidiaries have been issued and are in
      compliance with all permits, certificates, approvals, licenses and other
      authorizations relating to environmental matters and necessary or
      desirable for their businesses;

            (d) no property now or, to the best knowledge of the Borrower,
      previously owned or leased by the Borrower or any of its Subsidiaries is
      listed or, to the knowledge of the Borrower, proposed for listing (with
      respect to owned property only) on the National Priorities List pursuant
      to CERCLA, on the CERCLIS or on any similar state list of sites requiring
      investigation or clean-up;

            (e) to the knowledge of the Borrower, the Borrower and its
      Subsidiaries have not directly transported or directly arranged for the
      transportation of any Hazardous Material to any location (i) which is
      listed or, to the knowledge of the Borrower, proposed for listing on the
      National Priorities List pursuant to CERCLA, on the CERCLIS or on any
      similar state list, or (ii) which is the subject of federal, state or
      local enforcement actions or other investigations in respect of any
      Environmental Law;

            (f) to the knowledge of the Borrower, there are no underground
      storage tanks, active or abandoned, including petroleum storage tanks, on
      or under any property now or previously owned or leased by the Borrower or
      any of its Subsidiaries;

            (g) to the knowledge of the Borrower, there are no polychlorinated
      biphenyls or friable asbestos present in a manner or condition requiring
      remedial action to comply with any Environmental Law; and

            (h) to the best knowledge of the Borrower, no conditions exist at,
      on or under any property now or previously owned or leased by the Borrower
      or any of its Subsidiaries which, with the passage of time, or the giving
      of notice or both, would give rise to liability to the Borrower or any of
      its Subsidiaries under any Environmental Law.


                                      -75-
<PAGE>

      SECTION 6.13. Regulations U and X. Neither the Borrower nor Holdco is
engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock, and no proceeds of any Credit Extension will be used in
violation of F.R.S. Board Regulation U or X. Terms for which meanings are
provided in F.R.S. Board Regulation U or X or any regulations substituted
therefor, as from time to time in effect, are used in this Section with such
meanings.

      SECTION 6.14. Accuracy of Information. All material factual information
concerning the financial condition, operations or prospects of the Borrower,
Holdco and their respective Subsidiaries heretofore or contemporaneously
furnished by or on behalf of the Borrower in writing to the Agents, the Lead
Arranger, the Issuers or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated hereby or with respect to the
Transaction is, and all other such factual information hereafter furnished by or
on behalf of the Borrower, Holdco or any of their respective Subsidiaries to the
Agents, the Lead Arranger, the Issuers or any Lender will be, taken as a whole,
true and accurate in every material respect on the date as of which such
information is dated or certified and such information is not, or shall not be,
taken as a whole, as the case may be, incomplete by omitting to state any fact
necessary to make such information not materially misleading.

      Any term or provision of this Section to the contrary notwithstanding,
insofar as any of the factual information described above includes assumptions,
estimates, projections or opinions, no representation or warranty is made herein
with respect thereto; provided, however, that to the extent any such
assumptions, estimates, projections or opinions are based on factual matters,
the Borrower has reviewed such factual matters and nothing has come to its
attention in the context of such review which would lead it to believe that such
factual matters were not or are not true and correct in all material respects or
that such factual matters omit to state any material fact necessary to make such
assumptions, estimates, projections or opinions not misleading in any material
respect.

      SECTION 6.15. Solvency. (a) The Original Transaction (including, among
other things, the incurrence of the initial Credit Extensions under and as
defined in the Existing Credit Agreement, the incurrence by the Borrower of the
Indebtedness represented by the Notes under and as defined in the Existing
Credit Agreement and the Senior Subordinated Notes, the execution and delivery
by the Subsidiary Guarantor, if any, of a Subsidiary Guaranty under and as
defined in the Existing Credit Agreement, and the application of the proceeds of
the Credit Extensions under and as defined in the Existing Credit Agreement),
did not involve or result in any fraudulent transfer or fraudulent conveyance
under the provisions of Section 548 of the Bankruptcy Code (11 U.S.C. ss.101 et
seq., as from time to time hereafter amended, and any successor or similar
statute) or any applicable state law respecting fraudulent transfers or
fraudulent conveyances. On the Closing Date, after giving effect to the Original
Transaction, the Borrower was Solvent.

      (b) The New Transaction (including, among other things, the incurrence of
the Term-C Loans by the Borrower and the application of the proceeds of the
Term-C Loans), will not


                                      -76-
<PAGE>

involve or result in any fraudulent transfer or fraudulent conveyance under the
provisions of Section 548 of the Bankruptcy Code (11 U.S.C. ss.101 et seq., as
from time to time hereafter amended, and any successor or similar statute) or
any applicable state law respecting fraudulent transfers or fraudulent
conveyances. On the Primedica Acquisition Date, after giving effect to the New
Transaction, the Borrower is Solvent.

      SECTION 6.16. Year 2000 Compliance. The Borrower believes that its and its
Restricted Subsidiaries' computer applications that are material to its or its
Restricted Subsidiaries' businesses and operations will on a timely basis be
able to perform properly date- sensitive functions for all dates before, on and
after January 1, 2000 (that is, be "Year 2000 compliant") except to the extent
that a failure to do so could not reasonably be expected to have a Material
Adverse Effect.

      SECTION 6.17. Senior Debt. The Loans (including the Term-C Loans following
the making thereof), Reimbursement Obligation and other Obligations constitute
"Senior Indebtedness" (as defined in the Senior Subordinated Notes), "Senior
Debt" (as defined in the PAIC Subordinated Convertible Note) and "senior
indebtedness" (or any other similar term) under each document, instrument or
agreement evidencing any other subordinated debt.

                                   ARTICLE VII

                                    COVENANTS

      SECTION 7.1. Affirmative Covenants. The Borrower agrees with the Agents,
the Issuers and each Lender that, until the Termination Date has occurred, the
Borrower will perform the obligations set forth in this Section 7.1.

      SECTION 7.1.1. Financial Information, Reports, Notices, etc. The Borrower
will furnish, or will cause to be furnished, to each Lender and each Agent
copies of the following financial statements, reports, notices and information:

            (a) as soon as available and in any event within 60 days after the
      end of each of the first three Fiscal Quarters of each Fiscal Year of the
      Borrower (or, if the Borrower is required to file such information on a
      Form 10-Q with the Securities and Exchange Commission, promptly following
      such filing), a consolidated balance sheet of the Borrower and its
      Subsidiaries as of the end of such Fiscal Quarter, together with the
      related consolidated statements of operations and cash flows for such
      Fiscal Quarter and for the period commencing at the end of the previous
      Fiscal Year and ending with the end of such Fiscal Quarter (it being
      understood that the foregoing requirement may be satisfied by delivery of
      the Borrower's report to the Securities and Exchange Commission on Form
      10-Q, if any), certified by an Authorized Officer that is the president,
      chief executive


                                      -77-
<PAGE>

      officer, treasurer, assistant treasurer, controller or chief financial or
      accounting officer of the Borrower;

            (b) as soon as available and in any event within 105 days after the
      end of each Fiscal Year of the Borrower (or, if the Borrower is required
      to file such information on a Form 10-K with the Securities and Exchange
      Commission, promptly following such filing), a copy of the annual audit
      report for such Fiscal Year for the Borrower and its Subsidiaries,
      including therein a consolidated balance sheet for the Borrower and its
      Subsidiaries as of the end of such Fiscal Year, together with the related
      consolidated statements of operations and cash flows for such Fiscal Year
      (it being understood that the foregoing requirement may be satisfied by
      delivery of the Borrower's report to the Securities and Exchange
      Commission on Form 10-K, if any), in each case certified (without any
      Impermissible Qualification) by PricewaterhouseCoopers or another "Big
      Five" firm of independent public accountants, together with a certificate
      from such accountants as to whether, in making the examination necessary
      for the signing of their report on such annual report by such accountants,
      they have become aware of any Default in respect of any term, covenant,
      condition or other provision of this Agreement (including any Default in
      respect of any of the financial covenants contained in Section 7.2.4) that
      relates to accounting matters that has occurred and is continuing or, if
      in the opinion of such accounting firm such a Default has occurred and is
      continuing, a statement as to the nature thereof;

            (c) together with the delivery of the financial information required
      pursuant to clauses (a) and (b), a Compliance Certificate, in
      substantially the form of Exhibit E-1, executed by an Authorized Officer
      that is the president, the chief executive officer or the chief financial
      or accounting officer of the Borrower, showing (in reasonable detail and
      with appropriate calculations and computations in all respects
      satisfactory to the Agents) compliance with the financial covenants set
      forth in Section 7.2.4;

            (d) as soon as possible and in any event within five Business Days
      after obtaining knowledge of the occurrence of any Default, if such
      Default is then continuing, a statement of an Authorized Officer that is
      the president, chief executive officer, treasurer, assistant treasurer,
      controller or chief financial or accounting officer of the Borrower
      setting forth details of such Default and the action which the Borrower
      has taken or proposes to take with respect thereto;

            (e) promptly and in any event within five Business Days after (x)
      the occurrence of any development with respect to any litigation, action,
      proceeding or labor controversy described in Section 6.7 which could
      reasonably be expected to have a Material Adverse Effect or (y) the
      commencement of any labor controversy, litigation, action or proceeding of
      the type described in Section 6.7, notice thereof and of the action which
      the Borrower has taken or proposes to take with respect thereto;


                                      -78-
<PAGE>

            (f) promptly after the sending or filing thereof, copies of all
      reports and registration statements (other than exhibits thereto and any
      registration statement on Form S-8 or its equivalent) which the Borrower
      or any of its Subsidiaries files with the Securities and Exchange
      Commission or any national securities exchange;

            (g) as soon as practicable after the controller, chief financial or
      accounting officer or the chief executive officer of the Borrower or a
      member of the Borrower's Controlled Group becomes aware of (i) formal
      steps in writing to terminate any Pension Plan or (ii) the occurrence of
      any event with respect to a Pension Plan which, in the case of clause (i)
      or (ii), could reasonably be expected to result in a contribution to such
      Pension Plan by (or a liability to) the Borrower or a member of the
      Borrower's Controlled Group in excess of $5,000,000, (iii) the failure to
      make a required contribution to any Pension Plan if such failure is
      sufficient to give rise to a Lien under section 302(f) of ERISA in an
      amount in excess of $5,000,000, (iv) the taking of any action with respect
      to a Pension Plan which could reasonably be expected to result in the
      requirement that the Borrower furnish a bond to the PBGC or such Pension
      Plan in an amount in excess of $5,000,000 or (v) any material increase in
      the contingent liability of the Borrower with respect to any post-
      retirement Welfare Plan benefit as a result of a change in the level or
      scope of benefits thereunder, notice thereof and copies of all
      documentation relating thereto; and

            (h) such other information respecting the condition or operations,
      financial or otherwise, of the Borrower or any of its Subsidiaries as any
      Lender through the Administrative Agent may from time to time reasonably
      request.

      SECTION 7.1.2. Compliance with Laws, etc. The Borrower will, and will
cause each of its Subsidiaries to, comply in all material respects with all
applicable laws, rules, regulations and orders, such compliance to include (i)
except as permitted under Section 7.2.8, the maintenance and preservation of its
existence and qualification as a foreign business entity, except where the
failure to so qualify could not reasonably be expected to have a Material
Adverse Effect, and (ii) the payment, before the same become delinquent, of all
material taxes, assessments and governmental charges imposed upon it or upon its
property except to the extent being contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall have
been set aside on its books.

      SECTION 7.1.3. Maintenance of Properties. Except to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect, the Borrower will, and will cause each of its Restricted Subsidiaries
to, maintain, preserve, protect and keep its properties (other than
insignificant properties) in good repair, working order and condition (ordinary
wear and tear excepted), and make necessary and proper repairs, renewals and
replacements so that its business carried on in connection therewith may be
properly conducted at all times, unless the Borrower determines in good faith
that the continued maintenance of any of its properties is no longer
economically desirable.


                                      -79-
<PAGE>

      SECTION 7.1.4. Insurance. The Borrower will, and will cause each of its
Restricted Subsidiaries to, maintain or cause to be maintained with responsible
insurance companies insurance with respect to its properties and business
against such casualties and contingencies and of such types and in such amounts
as is customary in the case of similar businesses and with such provisions and
endorsements as the Agents may reasonably request and will, upon request of the
Agents, furnish to the Agents and each Lender a certificate of an Authorized
Officer of the Borrower setting forth the nature and extent of all insurance
maintained by the Borrower and its Restricted Subsidiaries in accordance with
this Section.

      SECTION 7.1.5. Books and Records. The Borrower will, and will cause each
of its Restricted Subsidiaries to, keep books and records which accurately
reflect in all material respects all of its business affairs and transactions
and permit the Agents, the Issuers and each Lender or any of their respective
representatives, at reasonable times and intervals, and upon reasonable notice,
but, unless an Event of Default shall have occurred and be continuing, not more
frequently than once in each Fiscal Year, to visit its business offices, to
discuss its financial matters with its officers and, after notice to the
Borrower and provision of an opportunity for the Borrower to participate in such
discussion, its independent public accountants (and the Borrower hereby
authorizes such independent public accountants to discuss the Borrower's
financial matters with each Issuer and each Lender or its representatives,
whether or not any representative of the Borrower is present so long as the
Borrower has been afforded a reasonable opportunity to be present) and to
examine, and to photocopy extracts from, any of its books or other financial
records. The cost and expense of each such visit shall be borne by the
applicable Agent or Lender, except that the Administrative Agent may make one
such visit each Fiscal Year and the cost and expense thereof shall be borne by
the Borrower.

      SECTION 7.1.6. Environmental Covenant. The Borrower will and will cause
each of its Subsidiaries to,

            (a) use and operate all of its facilities and properties in
      compliance with all Environmental Laws, keep all necessary permits,
      approvals, certificates, licenses and other authorizations relating to
      environmental matters in effect and remain in compliance therewith, and
      handle all Hazardous Materials in compliance with all applicable
      Environmental Laws, in each case except where the failure to comply with
      the terms of this clause could not reasonably be expected to have a
      Material Adverse Effect;

            (b) promptly notify the Agents and provide copies of all written
      claims, complaints, notices or inquiries relating to the condition of its
      facilities and properties which relate to environmental matters or
      compliance with Environmental Laws which would have, or would reasonably
      be expected to have, a Material Adverse Effect, and promptly cure and have
      dismissed with prejudice any material actions and proceedings relating to
      compliance with Environmental Laws, except to the extent being diligently
      contested in good faith by appropriate proceedings and for which adequate
      reserves in accordance with GAAP have been set aside on its books; and


                                      -80-
<PAGE>

            (c) provide such information and certifications which the Agents may
      reasonably request from time to time to evidence compliance with this
      Section 7.1.6.

      SECTION 7.1.7. Future Subsidiaries. Upon any Person becoming, after the
Closing Date, a Future Pledged Foreign Subsidiary or U.S. Subsidiary of the
Borrower that is a Restricted Subsidiary, or (in the case of clause (b) below
only) upon the Borrower or any such Subsidiary acquiring additional Capital
Stock of any existing Subsidiary that is a Restricted Subsidiary and a U.S.
Subsidiary or a Future Pledged Foreign Subsidiary, the Borrower shall notify the
Agents of such acquisition, and

            (a) the Borrower shall promptly cause such U.S. Subsidiary (other
      than (x) CRL Transactions Co., Inc., (y) until the PAIC Trigger Date, each
      of PAIC and each of its Subsidiaries unless such Person is merged into the
      Borrower as permitted under Section 7.2.8(a) prior to the PAIC Trigger
      Date, in which case the provisions of this clause (a) shall no longer
      apply to such Person and (z) until the Primedica Trigger Date, each of
      Primedica and each of its Subsidiaries unless such Person is merged into
      the Borrower as permitted under Section 7.2.8(a) prior to the Primedica
      Trigger Date, in which case the provisions of this clause (a) shall no
      longer apply to such Person) to execute and deliver to the Administrative
      Agent, with counterparts for each Lender, a Subsidiary Guaranty (or a
      supplement thereto) and a supplement to the Subsidiary Pledge and Security
      Agreement (and, if such U.S. Subsidiary owns any real property, to the
      extent required by clause (b) of Section 7.1.8, a Mortgage), together with
      UCC financing statements (form UCC-1) executed and delivered by such U.S.
      Subsidiary naming such U.S. Subsidiary as the debtor and the
      Administrative Agent as the secured party, or other similar instruments or
      documents, in appropriate form for filing under the UCC and any other
      applicable recording statutes, in the case of real property, of all
      jurisdictions as may be necessary or, in the reasonable opinion of the
      Administrative Agent, desirable to perfect the security interest of the
      Administrative Agent pursuant to the Subsidiary Pledge and Security
      Agreement or a Mortgage, as the case may be (other than the perfection of
      security interests in motor vehicles); and

            (b) the Borrower shall promptly deliver, or cause to be delivered,
      to the Administrative Agent under a Pledge Agreement (as supplemented, if
      necessary, by a Foreign Pledge Agreement or other supplement thereto)
      certificates (if any) representing all of the issued and outstanding
      shares of Capital Stock of such Subsidiary owned by the Borrower or any
      Restricted Subsidiary of the Borrower that is a U.S. Subsidiary (other
      than (x) until the PAIC Trigger Date, each of PAIC and each of its
      Subsidiaries unless such Person is merged into the Borrower as permitted
      under Section 7.2.8(a) prior to the PAIC Trigger Date and (y) until the
      Primedica Trigger Date, each of Primedica and each of its Subsidiaries
      unless such Person is merged into the Borrower as permitted under Section
      7.2.8(a) prior to the Primedica Trigger Date, which in either such case
      the provisions of this clause (b) shall no longer apply to such Person),
      as the case may be, along with undated powers of transfer for such
      certificates, executed in blank, or, if any


                                      -81-
<PAGE>

      securities subject thereto are uncertificated securities or are held
      through a securities intermediary, the Administrative Agent shall have
      obtained "control" (as defined in the UCC applicable to the perfection of
      such securities) over such securities, or other appropriate steps shall
      have been taken under applicable law resulting in the perfection and
      "control" (as defined in the UCC) of the security interest granted in
      favor of the Administrative Agent pursuant to the terms of a Pledge
      Agreement,

      together, in each case, with such opinions, in form and substance and from
counsel satisfactory to the Agents, as the Agents may reasonably require;
provided, however, that notwithstanding the foregoing, no Foreign Subsidiary
shall be required to execute and deliver a Mortgage or a supplement to the
Subsidiary Pledge and Security Agreement, nor will the Borrower or any U.S.
Subsidiary of the Borrower be required to deliver in pledge pursuant to a Pledge
Agreement in excess of 65% of the Voting Stock of a Foreign Subsidiary; provided
further, however, that subject to the immediately preceding proviso, the
Borrower shall be required to pledge for the benefit of the Lenders, as soon as
reasonably practicable, only those shares of Capital Stock which it owns of
Charles River Japan other than those shares which are required to be pledged to
Ajinomoto Co., Inc. ("Ajinomoto") pursuant to its agreement to pay Ajinomoto 1.4
billion Yen over a three year period to acquire an additional 16% of Charles
River Japan.

      SECTION 7.1.8. Future Leased Property and Future Acquisitions of Real
Property; Future Acquisition of Other Property.

            (a) Prior to entering into any new lease of real property or
      renewing any existing lease of real property following the Closing Date,
      the Borrower shall, and shall cause each of its U.S. Subsidiaries that are
      Restricted Subsidiaries to, use its (and their) best efforts (which shall
      not require the expenditure of cash or the making of any material
      concessions under the relevant lease) to deliver to the Administrative
      Agent a Waiver executed by the lessor of any real property that is to be
      leased by the Borrower or such U.S. Subsidiary for a term in excess of one
      year in any state which by statute grants such lessor a "landlord's" (or
      similar) Lien which is superior to the Administrative Agent's, to the
      extent the value of any personal property of the Borrower or its U.S.
      Subsidiaries that are Restricted Subsidiaries to be held at such leased
      property exceeds (or it is anticipated that the value of such personal
      property will, at any point in time during the term of such leasehold
      term, exceed) $3,000,000.

            (b) In the event that the Borrower or any of its U.S. Subsidiaries
      that are Restricted Subsidiaries shall acquire any real property (other
      than any Primedica Mortgaged Facility) having a value as determined in
      good faith by the Administrative Agent in excess of $2,000,000 in the
      aggregate, the Borrower or the applicable U.S. Subsidiary shall, promptly
      after such acquisition, execute a Mortgage in favor of the Administrative
      Agent, as mortgagee for the ratable benefit of the Lenders, and provide
      the Administrative Agent with (i) evidence of the completion (or
      satisfactory arrangements for the completion) of all recordings and
      filings of such Mortgage as may be necessary or, in


                                      -82-
<PAGE>

      the reasonable opinion of the Administrative Agent, desirable effectively
      to create a valid, perfected, first priority Lien, subject to Liens
      permitted by Section 7.2.3, against the properties purported to be covered
      thereby, (ii) mortgagee's title insurance policies in favor of the
      Administrative Agent, as mortgagee for the ratable benefit of the Lenders,
      in amounts and in form and substance and issued by insurers, in each case
      reasonably satisfactory to the Agents, with respect to the property
      purported to be covered by such Mortgage, insuring that title to such
      property is indefeasible and that the interests created by the Mortgage
      constitute valid first Liens thereon free and clear of all defects and
      encumbrances other than as permitted by Section 7.2.3 or as approved by
      the Agents, and such policies shall also include, to the extent available,
      a revolving credit endorsement and such other endorsements as the Agents
      shall reasonably request and shall be accompanied by evidence of the
      payment in full of all premiums thereon, and (iii) such other approvals,
      opinions, or documents as the Agents may reasonably request; provided,
      however, that the provisions of this clause (b) shall not apply with
      respect to any properties owned or acquired by (A) any of PAIC or any of
      its Subsidiaries until the PAIC Trigger Date unless such Person is merged
      into the Borrower as permitted under Section 7.2.8(a) prior to the PAIC
      Trigger Date or (B) any of Primedica or any of its Subsidiaries until the
      Primedica Trigger Date unless such Person is merged into the Borrower as
      permitted under Section 7.2.8(a) prior to the Primedica Trigger Date,
      which in either such case the provisions of this clause (b) shall no
      longer apply to such Person.

            (c) In accordance with the terms and provisions of the Pledge
      Agreements, the Borrower and each U.S. Subsidiary that is a Restricted
      Subsidiary shall provide the Agents with evidence of all recordings and
      filings as may be necessary or, in the reasonable opinion of the
      Administrative Agent, desirable to create a valid, perfected first
      priority Lien, subject to the Liens permitted by Section 7.2.3, against
      all property acquired after the Closing Date (excluding motor vehicles,
      leases of real property and (except to the extent required under clause
      (b) of this Section 7.1.8) fee interests in real property); provided,
      however, that the provisions of this clause (c) shall not apply with
      respect to any such property owned or acquired by (x) any of PAIC or any
      of its Subsidiaries until the PAIC Trigger Date unless such Person is
      merged into the Borrower as permitted under Section 7.2.8(a) prior to the
      PAIC Trigger Date or (x) any of Primedica or any of its Subsidiaries until
      the Primedica Trigger Date unless such Person is merged into the Borrower
      as permitted under Section 7.2.8(a) prior to the Primedica Trigger Date,
      which in either such case case the provisions of this clause (c) shall no
      longer apply to such Person.

      SECTION 7.1.9. Use of Proceeds, etc. The Borrower shall

            (a) apply the proceeds of the Loans

                  (i) in the case of the Existing Term Loans and Existing
            Revolving Loans in an aggregate principal amount not in excess of
            $2,000,000 made on the Closing


                                      -83-
<PAGE>

            Date, to pay, in part, the cash portion of the obligations of Holdco
            in connection with the Original Transaction and to pay the
            transaction fees and expenses associated with the Original
            Transaction (directly or by paying the Subco Dividend); provided,
            that the aggregate amount of such transaction fees and expenses
            shall not exceed $20,000,000;

                  (ii) in the case of the Term-C Loans, to pay, in part, a
            portion of the purchase price and the Primedica Transaction Fees and
            Expenses due in connection with the consummation of the New
            Transaction; provided, that the aggregate amount of the Primedica
            Transaction Fees and Expenses shall not exceed $1,200,000; and

                  (iii) in the case of Revolving Loans (other than Existing
            Revolving Loans described in clause (a)(i) above) and Swing Line
            Loans, for working capital and general corporate purposes of the
            Borrower and its Subsidiaries; and

            (b) use Letters of Credit only for purposes of supporting working
      capital and general corporate purposes of the Borrower and its Restricted
      Subsidiaries.

      SECTION 7.1.10. Hedging Obligations. Within six months following the
Closing Date, the Administrative Agent shall have received evidence satisfactory
to it that the Borrower has entered into interest rate swap, cap, collar or
similar arrangements (including such Indebtedness accruing interest at a fixed
rate by its terms) designed to protect the Borrower against fluctuations in
interest rates with respect to at least 50% of the aggregate principal amount of
the Term Loans and the Senior Subordinated Notes for a period of at least three
years from the Closing Date, with terms reasonably satisfactory to the Borrower
and the Agents.

      SECTION 7.1.11. Year 2000 Compliance. The Borrower will promptly notify
the Administrative Agent in the event the Borrower discovers or determines that
any computer application (including those of its suppliers and vendors) that is
material to its or any of its Restricted Subsidiaries' businesses and operations
will not be Year 2000 compliant as of January 1, 2000, except to the extent that
such failure could not reasonably be expected to have a Material Adverse Effect.

      SECTION 7.2. Negative Covenants. The Borrower agrees with the Agents and
each Lender that, until the Termination Date has occurred, the Borrower will
perform the obligations set forth in this Section 7.2.

      SECTION 7.2.1. Business Activities. The Borrower will not, and will not
permit any of its Restricted Subsidiaries to, engage in any business activity,
except the business activities of the type in which the Borrower and its
Subsidiaries are engaged on the Closing Date (after giving effect to the
Original Transaction) and any businesses reasonably ancillary, incidental or
related thereto.


                                      -84-
<PAGE>

      SECTION 7.2.2. Indebtedness. The Borrower will not, and will not permit
any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist
or otherwise become or be liable in respect of any Indebtedness, other than,
without duplication, the following:

            (a) Indebtedness outstanding on the Closing Date and identified in
      Item 7.2.2(a) ("Ongoing Indebtedness") of the Disclosure Schedule, and
      refinancings and replacements thereof in a principal amount not exceeding
      the principal amount of the Indebtedness so refinanced or replaced and
      with an average life to maturity of not less than the then average life to
      maturity of the Indebtedness so refinanced or replaced;

            (b) Indebtedness in respect of the Credit Extensions and other
      Obligations;

            (c) Indebtedness incurred by the Borrower or any of its Restricted
      Subsidiaries that is represented by Capitalized Lease Liabilities,
      mortgage financings or purchase money obligations (but only to the extent
      otherwise permitted by Section 7.2.7); provided, that the maximum
      aggregate amount of all Indebtedness permitted under this clause (c) shall
      not at any time exceed $10,000,000;

            (d) intercompany Indebtedness of (i) (x) any U.S. Subsidiary that is
      a Restricted Subsidiary of the Borrower owing to the Borrower or any of
      its Restricted Subsidiaries or (y) the Borrower owing to any of its
      Restricted Subsidiaries, and (ii) any Foreign Subsidiary that is a
      Restricted Subsidiary of the Borrower owing to the Borrower or any U.S.
      Subsidiary that is a Restricted Subsidiary of the Borrower; provided that
      (A) any such Indebtedness described in this clause (d)(ii) (other than (I)
      any such Indebtedness owing by Charles River Japan, which is subject to
      the provisions of clause (B) and (II) any such Indebtedness constituting
      an Investment made pursuant to clause (a)(ii) of Section 7.2.5 and (III)
      other than any such intercompany Indebtedness incurred to finance any
      acquisition permitted hereunder) shall not exceed, when taken together
      with the aggregate amount at such time of all outstanding Investments made
      in all such Foreign Subsidiaries pursuant to clause (l) of Section 7.2.5
      (other than any Investments made as part of, or to finance, any
      acquisition permitted hereunder), $10,000,000 at any time outstanding and
      (B) any Indebtedness described in this clause (d)(ii) owing by Charles
      River Japan shall not exceed, when taken together with all Investments in
      Charles River Japan (whether debt or equity), $40,000,000; provided
      further that any Indebtedness described in this clause (d) which is owing
      to the Borrower or any of its U.S. Subsidiaries that are Restricted
      Subsidiaries, (1) to the extent requested by the Agents, such Indebtedness
      shall be evidenced by one or more promissory notes in form and substance
      satisfactory to the Agents which shall be duly executed and delivered to
      (and indorsed to the order of) the Administrative Agent in pledge pursuant
      to a Pledge Agreement and (2) in the case of any such Indebtedness owed by
      a Person other than the Borrower or a Subsidiary Guarantor, such
      Indebtedness shall not be forgiven or otherwise discharged for any
      consideration other than payment (Dollar for Dollar) in cash unless the
      Agents otherwise consent;


                                      -85-
<PAGE>

            (e) Indebtedness evidenced by the Senior Subordinated Debt in an
      aggregate outstanding principal amount not to exceed $150,000,000 and
      subordinated guarantees thereof;

            (f) (i) Assumed Indebtedness of Primedica; provided that the
      aggregate principal or face amount of such Indebtedness plus the aggregate
      amount of other obligations assumed in connection with the Primedica
      Acquisition shall not exceed $10,000,000 less the principal or face amount
      or aggregate amount thereof that is repaid or prepaid and (ii) other
      Assumed Indebtedness of the Borrower and its Restricted Subsidiaries in an
      aggregate principal amount not to exceed $10,000,000 at any time
      outstanding;

            (g) Hedging Obligations of the Borrower or any of its Restricted
      Subsidiaries in respect of the Credit Extensions or otherwise entered into
      by the Borrower or any Restricted Subsidiary to hedge against interest
      rate, currency exchange rate or commodity price risk, in each case arising
      in the ordinary course of business of the Borrower and its Restricted
      Subsidiaries and not for speculative purposes;

            (h) Indebtedness of Foreign Subsidiaries of the Borrower in an
      aggregate principal amount not to exceed $5,000,000 at any time
      outstanding;

            (i) (i) subordinated unsecured Indebtedness of the Borrower
      evidenced by the PAIC Subordinated Convertible Note in an aggregate
      principal amount equal to $12,000,000 less the amount of any principal
      thereof that is repaid or prepaid in cash or as a result of any conversion
      in accordance with the terms thereof and (ii) other unsecured Indebtedness
      of the Borrower and its Restricted Subsidiaries in an aggregate principal
      amount at any time outstanding not to exceed $10,000,000 plus the
      difference between the maximum amount of additional Revolving Loan
      Commitments that have been or could be provided under clause (c) of
      Section 2.1.2 and the then outstanding amount of additional Revolving
      Loans made pursuant to clause (c) of Section 2.1.2;

            (j) Indebtedness of any Foreign Subsidiary owing to any other
      Foreign Subsidiary; and

            (k) from and after the time that it becomes a Restricted Subsidiary,
      Indebtedness of Charles River Japan, which when taken together with all
      Investments in Charles River Japan (whether in debt or equity), does not
      exceed an aggregate principal amount equal to $40,000,000.

provided, however, that (i) no Indebtedness otherwise permitted by clause (c),
(d) (as such clause (d) relates to loans made by the Borrower or any Subsidiary
Guarantor to Restricted Subsidiaries which are not party to a Subsidiary
Guaranty), (f), (h) or (i) may be incurred if, immediately before or after
giving effect to the incurrence thereof, any Default shall have occurred and be
continuing, and (ii) all such Indebtedness of the type described in clause
(d)(i)(y) above


                                      -86-
<PAGE>

that is owed to Subsidiaries that are not Subsidiary Guarantors shall be
subordinated, in writing, to the Obligations upon terms satisfactory to the
Agents.

      SECTION 7.2.3. Liens. The Borrower will not, and will not permit any of
its Restricted Subsidiaries to, create, incur, assume or suffer to exist any
Lien upon any of its property, revenues or assets, whether now owned or
hereafter acquired, except:

            (a) Liens existing on the Closing Date and identified in Item
      7.2.2(b) ("Ongoing Liens") of the Disclosure Schedule and extensions and
      renewals thereof; provided that no such extension or renewal shall
      increase the obligations secured by such Lien, extend such Lien to
      additional assets or otherwise result in a Default hereunder;

            (b) Liens securing payment of the Obligations or any obligation
      under any Rate Protection Agreement granted pursuant to any Loan Document;

            (c) Liens granted to secure payment of Indebtedness of the type
      permitted and described in clause (c) of Section 7.2.2;

            (d) Liens for taxes, assessments or other governmental charges or
      levies, including Liens pursuant to Section 107(l) of CERCLA or other
      similar law, not at the time delinquent or thereafter payable without
      penalty or being contested in good faith by appropriate proceedings and
      for which adequate reserves in accordance with GAAP shall have been set
      aside on its books;

            (e) Liens of carriers, warehousemen, mechanics, repairmen,
      materialmen, contractors, laborers and landlords or other like Liens
      incurred in the ordinary course of business for sums not overdue for a
      period of more than 30 days or being diligently contested in good faith by
      appropriate proceedings and for which adequate reserves in accordance with
      GAAP shall have been set aside on its books;

            (f) Liens incurred in the ordinary course of business in connection
      with workmen's compensation, unemployment insurance or other forms of
      governmental insurance or benefits, or to secure performance of tenders,
      bids, statutory or regulatory obligations, insurance obligations, leases
      and contracts (other than for borrowed money) entered into in the ordinary
      course of business or to secure obligations on surety or appeal bonds;

            (g) judgment Liens in existence less than 30 days after the entry
      thereof or with respect to which execution has been stayed or the payment
      of which is covered in full by a bond or a letter of credit or (subject to
      a customary deductible) by insurance maintained with responsible insurance
      companies and Liens in existence less than 30 days, which Liens secure any
      such bond or reimbursement obligation with respect to such letter of
      credit;


                                      -87-
<PAGE>

            (h) (i) Liens with respect to minor imperfections of title and
      easements, rights-of- way, restrictions, reservations, permits, servitudes
      and other similar encumbrances on real property and fixtures which do not
      materially detract from the value or materially impair the use by the
      Borrower or any such Restricted Subsidiary in the ordinary course of their
      business of the property subject thereto; (ii) in the case of any property
      covered by a Mortgage, encumbrances disclosed in the title insurance
      policy issued to, and reasonably approved by the Agents insuring the
      Mortgage; and (iii) in the case of any property covered by a Mortgage,
      upon certification by the Borrower that an easement, right-of- way,
      restriction, reservation, permit, servitude or other similar encumbrance
      granted or to be granted by the Borrower or any such Restricted Subsidiary
      does not materially detract from the value of or materially impair the use
      by the Borrower or such Restricted Subsidiary in the ordinary course of
      its business of the property subject to or to be subject to such
      encumbrance, the Administrative Agent shall execute such documents as are
      reasonably requested to subordinate its Mortgage to such encumbrance;

            (i) leases or subleases granted by the Borrower or any of its
      Restricted Subsidiaries to any other Person in the ordinary course of
      business;

            (j) Liens in the nature of trustees' Liens granted pursuant to any
      indenture governing any Indebtedness permitted by Section 7.2.2, in each
      case in favor of the trustee under such indenture and securing only
      obligations to pay compensation to such trustee, to reimburse its expenses
      and to indemnify it under the terms thereof;

            (k) Liens of sellers of goods to the Borrower and its Restricted
      Subsidiaries arising under Article 2 of the UCC or similar provisions of
      applicable law in the ordinary course of business, covering only the goods
      sold and securing only the unpaid purchase price for such goods and
      related expenses;

            (l) Liens securing Assumed Indebtedness of the Borrower and its
      Restricted Subsidiaries permitted pursuant to clause (f) of Section 7.2.2;
      provided, however, that (i) any such Liens attach only to the property of
      the Subsidiary acquired, or the property acquired, in connection with such
      Assumed Indebtedness and shall not attach to any assets of the Borrower or
      any of its Restricted Subsidiaries theretofore existing or which arise
      after the date thereof and (ii) the Assumed Indebtedness and other secured
      Indebtedness of the Borrower and its Restricted Subsidiaries secured by
      any such Lien shall not exceed 100% of the fair market value of the assets
      being acquired in connection with such Assumed Indebtedness;

            (m) Liens on assets of Foreign Subsidiaries of the Borrower securing
      Indebtedness permitted pursuant to clause (h) or (j) of Section 7.2.2; and

            (n) Liens on the Capital Stock of Unrestricted Subsidiaries securing
      Debt incurred by such Unrestricted Subsidiaries.


                                      -88-
<PAGE>

      SECTION 7.2.4. Financial Covenants.

            (a) EBITDA. The Borrower will not permit EBITDA for the period of
      four consecutive Fiscal Quarters ending on the last day of any Fiscal
      Quarter occurring during any period set forth below to be less than the
      amount set forth opposite such period:

                       Period                     EBITDA
                       ------                     ------
           01/01/00 to 12/31/00                 $55,000,000
           01/01/01 to 12/31/01                 $60,000,000
           01/01/02 to 12/31/02                 $65,000,000
           01/01/03 to 12/31/03                 $70,000,000
           01/01/04 to 12/31/04                 $75,000,000
           01/01/05 and thereafter              $80,000,000

      provided that, to the extent the amount of EBITDA for any period of four
      consecutive Fiscal Quarters exceeds the amount of EBITDA required to be
      maintained for such period pursuant to this clause (a), an amount equal to
      50% of such excess amount may be carried forward to (but only to) the next
      succeeding period of four consecutive Fiscal Quarters.

            (b) Leverage Ratio. The Borrower will not permit the Leverage Ratio
      as of the end of any Fiscal Quarter ending during any period set forth
      below to be greater than the ratio set forth opposite such period:

                       Period                 Leverage Ratio
                       ------                 --------------
           01/01/00 to 12/31/00                   4.00:1
           01/01/01 to 12/31/01                   3.00:1
           01/01/02 to 12/31/02                   2.50:1
           01/01/03 and thereafter                2.00:1

            (c) Interest Coverage Ratio. The Borrower will not permit the
      Interest Coverage Ratio as of the end of any Fiscal Quarter ending during
      any period set forth below to be less than the ratio set forth opposite
      such period:


                                      -89-
<PAGE>

                                                  Interest
                       Period                  Coverage Ratio
                       ------                  --------------
           01/01/00 to 12/31/00                    2.00:1
           01/01/01 to 12/31/01                    2.50:1
           01/01/02 to 12/31/02                    3.00:1
           01/01/03 and thereafter                 4.00:1

            (d) Fixed Charge Coverage Ratio. The Borrower will not permit the
      Fixed Charge Coverage Ratio as of the end of any Fiscal Quarter ending
      after the Closing Date to be less than 1.1:1.

      SECTION 7.2.5. Investments. The Borrower will not, and will not permit any
of its Restricted Subsidiaries to, make, incur, assume or suffer to exist any
Investment in any other Person, except:

            (a) (i) Investments existing on the Closing Date and identified in
      Item 7.2.5(a) ("Ongoing Investments") of the Disclosure Schedule and
      extensions or renewals thereof, provided that no such extension or renewal
      shall be permitted if it would (x) increase the amount of such Investment
      at the time of such extension or renewal or (y) result in a Default
      hereunder and (ii) Investments resulting from the conversion or
      recharacterization of Ongoing Investments (including the conversion of any
      Ongoing Investments constituting equity Investments into debt
      Investments), provided that no such Investment may be made in reliance on
      this clause (a)(ii) if such Investment would require, at the time of the
      making thereof, the contribution or other payment by the Borrower or any
      of its U.S. Subsidiaries that are Restricted Subsidiaries of any
      additional cash or other assets to any Subsidiary that is not a Subsidiary
      Guarantor;

            (b) Cash Equivalent Investments;

            (c) without duplication, Investments permitted as Indebtedness
      pursuant to Section 7.2.2;

            (d) without duplication, Investments permitted as Capital
      Expenditures pursuant to Section 7.2.7 (including any such Investments
      which would otherwise constitute Capital Expenditures but for the
      operation of clause (i) of the proviso to the definition of "Capital
      Expenditures");

            (e) Investments made by the Borrower or any of its Restricted
      Subsidiaries, solely with proceeds which have been contributed, directly
      or indirectly after the Closing Date, to the Borrower or such Restricted
      Subsidiary as cash equity from holders of Holdco's


                                      -90-
<PAGE>

      Capital Stock for the purpose of making an Investment identified in a
      notice to the Agents on or prior to the date that such capital
      contribution is made, which Investments shall result in the Borrower or
      such Restricted Subsidiary acquiring a majority controlling interest in
      the Person in which such Investment was made or increasing any such
      controlling interest already maintained by it;

            (f) Investments to the extent the consideration received pursuant to
      clause (c)(i) of Section 7.2.9 is not all cash;

            (g) Investments in the form of loans to officers, directors and
      employees of the Borrower and its Restricted Subsidiaries for the sole
      purpose of purchasing Holdco Capital Stock or the Capital Stock of any
      entity that directly or indirectly holds Holdco Capital Stock or of
      refinancing any such loans made by others (or purchases of such loans made
      by others);

            (h) Investments made in one or more transactions by the Borrower or
      any of its Restricted Subsidiaries for the acquisition by the Borrower or
      such Restricted Subsidiary of the Capital Stock of Charles River Japan;
      provided, however, that (i) Investments made pursuant to this clause (h)
      shall not exceed (whether in debt or equity) an amount equal to, in the
      aggregate, the product of (x) $40,000,000 and (y) a fraction, the
      numerator of which is the percentage of ownership of Charles River Japan
      acquired by the Borrower after the Closing Date (including in connection
      with any such Investment) and the denominator of which is 50 (provided
      that the first such Investment made by the Borrower or such Restricted
      Subsidiary on or subsequent to the Closing Date may be increased by an
      additional $5,000,000 so long as the aggregate amount of all such
      Investments does not exceed $40,000,000), (ii) the Borrower and its
      Restricted Subsidiaries shall vote their respective direct or indirect
      equity interest in Charles River Japan against Charles River Japan
      entering into any agreement of the type described in clause (b) of Section
      7.2.12 and (iii) the Borrower and its Restricted Subsidiaries shall vote
      their respective direct or indirect equity interest in Charles River Japan
      against Charles River Japan making any dividend or distribution to, or
      Investment in, or entering into (or suffering to exist) any profit,
      revenue or cash flow sharing arrangement with any owner (beneficial or
      otherwise) of Charles River Japan's common equity or any Affiliate thereof
      which shall be disproportional to the fully diluted common equity
      ownership percentage of such Person (except for (i) permitting the common
      owners of Charles River Japan to pay taxes from such dividend or
      distribution and (ii) in the case of a recapitalization, pursuant to which
      the Borrower and its Restricted Subsidiaries become the sole owner of
      Charles River Japan);

            (i) Letters of Credit issued in support of, and guarantees by the
      Borrower or any Restricted Subsidiary of, Indebtedness permitted under
      clauses (b), (c), (g) and (i) of Section 7.2.2;


                                      -91-
<PAGE>

            (j) Investments made or held by any Foreign Subsidiary of the
      Borrower that is a Restricted Subsidiary in any other Foreign Subsidiary
      of the Borrower that is a Restricted Subsidiary;

            (k) (i) Investments of the Borrower or any U.S. Subsidiary of the
      Borrower that is a Restricted Subsidiary in the Borrower or any U.S.
      Subsidiary of the Borrower that is a Restricted Subsidiary and (ii)
      Investments by the Borrower or any U.S. Subsidiary of the Borrower that is
      a Restricted Subsidiary in a Foreign Subsidiary of the Borrower that is a
      Restricted Subsidiary in connection with the creation of such Foreign
      Subsidiary; provided that in the case of clause (k)(ii), such Investment
      is in the form of Capital Stock of one or more other Foreign Subsidiaries;

            (l) Investments (other than Investments made under other clauses of
      this Section 7.2.5) made by the Borrower or any of its Restricted
      Subsidiaries in an aggregate amount not to exceed $25,000,000 in any
      single transaction (or a series of related transactions) or $50,000,000 in
      an aggregate amount over the term of this Agreement; provided that (i)
      such Investments (x) result in the Borrower or the relevant Restricted
      Subsidiary acquiring (subject to Section 7.2.1) a majority controlling
      interest in the Person (or its assets and businesses) in which such
      Investment was made, or increasing any such controlling interest
      maintained by it in such Person or (y) result in the Person in which such
      Investment was made becoming an Acquired Controlled Person and a
      Restricted Subsidiary for the purposes set forth in the last sentence of
      the definition of the term "Subsidiary"; (ii) to the extent any Assumed
      Indebtedness permitted pursuant to clause (f) of Section 7.2.2 would be
      incurred in connection with any such Investment to be made pursuant to
      this clause (l), the permitted amounts set forth in this clause shall be
      reduced, Dollar for Dollar, by the outstanding principal amount of any
      such Assumed Indebtedness to be assumed; and (iii) the amount of
      Investments made by the Borrower or any of its U.S. Subsidiaries that are
      Restricted Subsidiaries in any of its Foreign Subsidiaries that are
      Restricted Subsidiaries, when taken together with the outstanding
      aggregate principal amount of Indebtedness incurred by such Foreign
      Subsidiaries from the Borrower and such U.S. Subsidiaries pursuant to
      clause (d)(ii) of Section 7.2.2, shall not exceed $10,000,000;

            (m) extensions of trade credit in the ordinary course of business;

            (n) Investments in Hedging Obligations permitted hereunder;

            (o) Investments (including debt obligations and Capital Stock)
      received in connection with the bankruptcy or reorganization of suppliers
      and customers and in settlement of delinquent obligations of and other
      disputes with customers and suppliers arising in the ordinary course of
      business;


                                      -92-
<PAGE>

            (p) Investments in PAIC by the Borrower in connection with the PAIC
      Acquisition in accordance with the PAIC Purchase Agreement (which PAIC
      Purchase Agreement (i) was in form and substance satisfactory to the
      Agents and (ii) was not modified or waived in any material respect, nor
      were there have been any forbearance to exercise any material rights with
      respect to any of the terms or provisions relating to the conditions to
      the consummation of the PAIC Acquisition as set forth therein unless
      otherwise agreed to by the Required Lenders); provided, that (A) PAIC
      became a wholly- owned Restricted Subsidiary of the Borrower, (B) the
      requirements of Sections 7.1.7(b) and 7.1.8(c) (as such Sections relate to
      the pledge by the Borrower to the Administrative Agent of all of the
      issued and outstanding Capital Stock of PAIC) were satisfied in accordance
      with the terms thereof and (C) the gross transaction value of the PAIC
      Acquisition did not exceed $40,000,000 (exclusive of (x) purchase price
      adjustments provided for in the PAIC Purchase Agreement but in any event
      in an amount not exceeding $1,000,000 to the extent payable by or on
      behalf of the Borrower and (y) the amount of the PAIC receivable paid by
      SAIC prior to the consummation of the PAIC Acquisition and the equal
      amount paid by the Borrower to SAIC in connection with such consummation),
      consisting of (1) a portion of the purchase price paid in cash upon
      consummation thereof, (2) the remaining portion of the purchase price
      consisting of Indebtedness evidenced by the PAIC Subordinated Convertible
      Note, which note was in form and substance satisfactory to the Agents and
      (3) PAIC Transaction Fees and Expenses; provided, however, that no Assumed
      Indebtedness was incurred in connection with the PAIC Acquisition;

            (q) Investments in Primedica by the Borrower in connection with the
      Primedica Acquisition in accordance with the Primedica Purchase Agreement
      (which Primedica Purchase Agreement (including all schedules thereto) (i)
      shall, on the Amendment Effective Date, be in form and substance
      reasonably satisfactory to the Agents and (ii) shall not have been
      modified or waived in any material respect, nor shall there have been any
      forbearance to exercise any material rights with respect to any of the
      terms or provisions relating to the conditions to the consummation of the
      Primedica Acquisition as set forth therein unless otherwise agreed to by
      the Agents); provided, that (A) Primedica becomes a wholly-owned
      Restricted Subsidiary of the Borrower, (B) the requirements of Sections
      7.1.7(b) and 7.1.8(c) (as such Sections relate to the pledge by the
      Borrower to the Administrative Agent of all of the issued and outstanding
      Capital Stock of Primedica) shall have been satisfied in accordance with
      the terms thereof and (C) the Primedica Acquisition shall be consummated
      for gross consideration not exceeding $53,700,000 (including Primedica
      Transaction Fees and Expenses of up to $1,200,000 but excluding purchase
      price adjustment payments provided for in the Primedica Purchase Agreement
      to the extent such purchase price adjustment payments payable by or on
      behalf of the Borrower do not exceed $1,500,000) consisting of (1)
      $2,800,000 from available cash of the Borrower, (2) $25,000,000 from the
      proceeds of a single borrowing by the Borrower of Term-C Loans, (3)
      $16,500,000 in common stock of Holdco shall be issued to TSI in the
      Primedica Related Issuance and (4) $10,000,000 million in Assumed
      Indebtedness and


                                      -93-
<PAGE>

      other obligations pursuant to the Primedica Debt Assumption as permitted
      under clause (f)(i) of Section 7.2.2 in the case of such Assumed
      Indebtedness (such Assumed Debt and other obligations referred to
      hereinafeter as the "Primedica Assumed Debt", and the agreements,
      instruments and other documents evidencing or relating to the Primedica
      Assumed Debt hereinafter referred to as the "Primedica Assumed Debt
      Documents") (provided that the Primedica Assumed Debt Documents (x) shall,
      on the Amendment Effective Date, have terms and conditions reasonably
      satisfactory to the Agents and (y) shall not have been amended or waived
      since the Amendment Effective Date and prior to the Primedica Acquisition
      Date without the consent of the Agents (other than any amendment or
      modification pursuant to which Primedica assumes any such obligation from
      TSI or GTC)); provided, however, that except as set forth in subclause
      (C)(4) of the immediately preceding proviso, no other Assumed Indebtedness
      shall be incurred in connection with the Primedica Acquisition; and

            (r) other Investments in an aggregate amount at any time outstanding
      not to exceed $10,000,000.

provided, however, that

            (s) any Investment which when made complies with the requirements of
      the definition of the term "Cash Equivalent Investment" may continue to be
      held notwithstanding that such Investment if made thereafter would not
      comply with such requirements; and

            (t) no Investment otherwise permitted by clause (c) (except to the
      extent permitted under Section 7.2.2), (g), (i) (to the extent that the
      applicable Letter of Credit relates to Indebtedness permitted under clause
      (c) or (j) of Section 7.2.2), (l), (p), (q) or (r) shall be permitted to
      be made if, immediately before or after giving effect thereto, any Default
      shall have occurred and be continuing.

      Notwithstanding the foregoing, CRL Transaction Co., Inc. shall not own or
hold any asset or Investment other than its ownership interest in CRL Holdings
Limited as of February 4, 2000.

      SECTION 7.2.6. Restricted Payments, etc. On and at all times after the
Closing Date:

            (a) the Borrower will not, and will not permit any of its Restricted
      Subsidiaries to, declare, pay or make any payment, dividend, distribution
      or exchange (in cash, property or obligations) on or in respect of any
      shares of any class of Capital Stock (now or hereafter outstanding) of the
      Borrower or on any warrants, options or other rights with respect to any
      shares of any class of Capital Stock (now or hereafter outstanding) of the
      Borrower (other than (i) dividends or distributions payable in its Capital
      Stock or warrants to purchase its Capital Stock and (ii) splits or
      reclassifications of its Capital Stock into additional or other shares of
      its Capital Stock) or apply, or permit any of its Restricted


                                      -94-
<PAGE>

      Subsidiaries to apply, any of its funds, property or assets to the
      purchase, redemption, exchange, sinking fund or other retirement of, or
      agree or permit any of its Subsidiaries to purchase, redeem or exchange,
      any shares of any class of Capital Stock (now or hereafter outstanding) of
      the Borrower, warrants, options or other rights with respect to any shares
      of any class of Capital Stock (now or hereafter outstanding) of the
      Borrower;

            (b) the Borrower will not, and will not permit any of its Restricted
      Subsidiaries to, (i) directly or indirectly make any payment or prepayment
      of principal of, or make any payment of interest on, any Senior
      Subordinated Debt or the Indebtedness evidenced by the PAIC Subordinated
      Convertible Note on any day other than the stated, scheduled date for such
      payment or prepayment set forth in the Senior Subordinated Debt Documents
      or the PAIC Subordinated Convertible Note or which would violate the
      subordination provisions of such Senior Subordinated Debt Documents or the
      PAIC Subordinated Convertible Note, or (ii) redeem, purchase or defease
      any Senior Subordinated Debt or Indebtedness evidenced by the PAIC
      Subordinated Convertible Note; provided, however, that all Indebtedness
      (whether consisting of principal or interest) that is evidenced by the
      PAIC Subordinated Convertible Note may (A) be repaid or prepaid in
      accordance with the conversion provisions thereof so long as (1) no cash
      is paid by or on behalf of the Borrower in connection therewith and (2)
      the sole consideration for such repayment or prepayment is common stock of
      Holdco (such repayment or prepayment referred to herein as the 'PAIC
      Conversion Event') or (B) be repaid or prepaid in cash with the proceeds
      of the issuance by Holdco of its Capital Stock so long as no Event of
      Default has occurred and is then outstanding;

(the foregoing prohibited acts referred to in clauses (a) and (b) above are
herein collectively referred to as "Restricted Payments"); provided, however,
that

            (c) notwithstanding the provisions of clauses (a) and (b) above, the
      Borrower shall be permitted to make Restricted Payments to Holdco to the
      extent necessary to enable Holdco to

                  (i) pay its overhead expenses (including advisory fees in an
            amount not to exceed $500,000 in the aggregate in any Fiscal Year)
            in an amount not to exceed $2,000,000 in the aggregate in any Fiscal
            Year;

                  (ii) pay taxes;

                  (iii) so long as (A) no Default shall have occurred and be
            continuing on the date such Restricted Payment is declared or to be
            made, nor would a Default result from the making of such Restricted
            Payment, (B) after giving effect to the making of such Restricted
            Payment, the Borrower shall be in pro forma compliance with the
            covenant set forth in clause (b) of Section 7.2.4 for the most
            recent full Fiscal Quarter immediately preceding the date of the
            making of such Restricted Payment


                                      -95-
<PAGE>

            for which the relevant financial information has been delivered
            pursuant to clause (a) or clause (b) of Section 7.1.1, and (C) an
            Authorized Officer of the Borrower shall have delivered a
            certificate to the Administrative Agent in form and substance
            satisfactory to the Administrative Agent (including a calculation of
            the Borrower's pro forma compliance with the covenant set forth in
            clause (b) of Section 7.2.4 in reasonable detail) certifying as to
            the accuracy of clauses (c)(iii)(A) and (c)(iii)(B) above,

                        (x) repurchase, redeem or otherwise acquire or retire
                  for value any Capital Stock of Holdco, or any warrant, option
                  or other right to acquire any such Capital Stock of Holdco or
                  the Capital Stock of any entity that directly or indirectly
                  holds the Capital Stock of Holdco, held by any director,
                  member of management or an employee of the Borrower or any of
                  its Restricted Subsidiaries pursuant to any employment
                  agreement, management equity subscription agreement,
                  restricted stock plan, stock option agreement or other similar
                  arrangement so long as the total amount of such repurchases,
                  redemptions, acquisitions, retirements and payments shall not
                  exceed (I) $5,000,000 in any calendar year, subject to a
                  maximum amount of $10,000,000 of the term of this Agreement
                  plus (II) the aggregate cash proceeds and aggregate principal
                  amount of any notes received by the Borrower during such
                  calendar year from any reissuance of Capital Stock of Holdco,
                  and warrants, options and other rights to acquire Capital
                  Stock of Holdco, by Holdco or the Borrower to directors,
                  members of management and employees of the Borrower and its
                  Restricted Subsidiaries (to the extent such proceeds are not
                  otherwise required to be applied pursuant to clause (d) of
                  Section 3.1.1);

                        (y) make cash payments of interest with respect to the
                  Senior Discount Debentures in accordance with the terms
                  thereof; and

                        (z) redeem its common stock that was issued to TSI
                  pursuant to the Primedica Related Issuance (provided that the
                  amount of such Restricted Payment shall not, when taken
                  together with all such other Restricted Payments made in
                  reliance of this clause (z) exceed the lesser of (1)
                  $20,000,000 and (2) the product of (aa) the then fair market
                  value per share of such common stock, which shall be equal to
                  the closing price per share of such common stock on the date
                  of the written notice from Holdco to TSI that Holdco intends
                  to exercise its right under Section 6.8 of the Primedica
                  Purchase Agreement and (bb) the number of shares of such
                  common stock to be repurchased under such Section; and


                                      -96-
<PAGE>

            (d) notwithstanding the provisions of clauses (a) and (b) above, the
      Borrower and its Restricted Subsidiaries shall be permitted to make the
      Restricted Payments included in the Original Transaction (including the
      Subco Dividend).

      SECTION 7.2.7. Capital Expenditures, etc. With respect to Capital
Expenditures, the parties covenant and agree as follows:

            (a) The Borrower will not, and will not permit any of its Restricted
      Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal
      Year ending on or after to December 31, 2000, except Capital Expenditures
      of the Borrower and its Restricted Subsidiaries, not to exceed an amount
      (the "Base Amount") equal to (i) (A) $17,500,000 in the case of the Fiscal
      Year ending December 31, 2000 and (B) $22,500,000 in the case of each
      Fiscal Year thereafter; plus (ii) an aggregate amount in addition to the
      Base Amount over the term of this Agreement equal to $25,000,000;
      provided, however, that, to the extent the Base Amount exceeds the
      aggregate amount of Capital Expenditures (other than amounts permitted to
      be made pursuant to clause (a)(ii) above or clause (b) below) actually
      made during such Fiscal Year, such excess amount (up to an aggregate of
      50% of the amount of the Base Amount for such Fiscal Year) may be carried
      forward to (but only to) the next succeeding Fiscal Year (any such amount
      to be certified by the Borrower to the Agents in the Compliance
      Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and
      any such amount carried forward to a succeeding Fiscal Year shall be
      deemed to be used prior to the Borrower and its Restricted Subsidiaries
      using the Base Amount for such succeeding Fiscal Year, without giving
      effect to such carry-forward).

            (b) The parties acknowledge and agree that the permitted Capital
      Expenditure level set forth in clause (a) above shall be exclusive of (i)
      the amount of Capital Expenditures actually made with cash capital
      contributions made to the Borrower or any of its Restricted Subsidiaries,
      directly or indirectly, by any Person other than the Borrower and its
      Restricted Subsidiaries, after the Closing Date and specifically
      identified in a certificate delivered by an Authorized Officer of the
      Borrower to the Agents on or about the time such capital contribution or
      equity issuance is made (but in any event prior to the time of the Capital
      Expenditure made with such capital contribution or equity issuance)
      (provided that, to the extent such cash capital contributions or any
      proceeds from such equity issuance constitute Net Equity Proceeds arising
      from the issuance by Holdco or the Borrower of their respective Capital
      Stock, only that portion of such Net Equity Proceeds which are not
      required to be applied as a prepayment pursuant to clause (d) of Section
      3.1.1 may be used for Capital Expenditures pursuant to this clause (b))
      and (ii) any portion of any acquisition that is permitted under Section
      7.2.5 (other than pursuant to clause (d) thereof) that is accounted for as
      a Capital Expenditure.

      SECTION 7.2.8. Consolidation, Merger, etc. The Borrower will not, and will
not permit any of its Restricted Subsidiaries to, liquidate or dissolve,
consolidate with, or merge into or with,


                                      -97-
<PAGE>

any other corporation, or purchase or otherwise acquire all or substantially all
of the assets of any Person (or of any division thereof), except

            (a) any such Restricted Subsidiary may liquidate or dissolve
      voluntarily into, and may merge with and into, the Borrower (so long as
      the Borrower is the surviving corporation of such combination or merger)
      or any other Restricted Subsidiary, and the assets or Capital Stock of any
      Restricted Subsidiary may be purchased or otherwise acquired by the
      Borrower or any other Restricted Subsidiary; provided, that
      notwithstanding the above, a Restricted Subsidiary may only liquidate or
      dissolve into, or merge with and into, another Restricted Subsidiary of
      the Borrower if, after giving effect to such combination or merger, the
      Borrower continues to own (directly or indirectly), and the Administrative
      Agent continues to have pledged to it pursuant to a Pledge Agreement, a
      percentage of the issued and outstanding shares of Capital Stock (on a
      fully diluted basis) of the Restricted Subsidiary surviving such
      combination or merger that is equal to or in excess of the percentage of
      the issued and outstanding shares of Capital Stock (on a fully diluted
      basis) of the Restricted Subsidiary that does not survive such combination
      or merger that was (immediately prior to the combination or merger) owned
      by the Borrower or pledged to the Administrative Agent;

            (b) so long as no Default has occurred and is continuing or would
      occur after giving effect thereto, the Borrower or any of its Restricted
      Subsidiaries may purchase all or substantially all of the assets of any
      Person (or any division thereof) not then a Restricted Subsidiary, or
      acquire such Person by merger, if permitted (without duplication) pursuant
      to Section 7.2.7 or clause (e), (f), (l), (o), (p), (q) or (r) of Section
      7.2.5;

            (c) the Borrower and its Restricted Subsidiaries may consummate the
      Original Transaction; and

            (d) the Borrower and its Restricted Subsidiaries may liquidate or
      dissolve Charles River China and Charles River Mexico and may take any
      action described in clause (b) or (d) of Section 8.1.9.

      SECTION 7.2.9. Asset Dispositions, etc. The Borrower will not, and will
not permit any of its Restricted Subsidiaries to, sell, transfer, lease,
contribute or otherwise convey, or grant options, warrants or other rights with
respect to, all or any part of its assets, whether now owned or hereafter
acquired (including accounts receivable and Capital Stock of Restricted
Subsidiaries) to any Person, unless:

            (a) such sale, transfer, lease, contribution or conveyance of such
      assets is (i) in the ordinary course of its business (and does not
      constitute a sale, transfer, lease, contribution or other conveyance of
      all or a substantial part of the Borrower's and its Restricted
      Subsidiaries' assets, taken as a whole) or is of obsolete or worn out
      property,


                                      -98-
<PAGE>

      (ii) permitted by Section 7.2.8, or (iii) between the Borrower and one of
      its Restricted Subsidiaries or between Restricted Subsidiaries of the
      Borrower;

            (b) such sale, transfer, lease, contribution or conveyance
      constitutes (i) an Investment permitted under Section 7.2.5, (ii) a Lien
      permitted under Section 7.2.3, or (iii) a Restricted Payment permitted
      under Section 7.2.6;

            (c) (i) such sale, transfer, lease, contribution or conveyance of
      such assets is for fair market value and the consideration consists of no
      less than 75% in cash or is a Lien permitted under Section 7.2.3(h)(iii),
      (ii) the Net Disposition Proceeds received from such assets, together with
      the Net Disposition Proceeds of all other assets sold, transferred,
      leased, contributed or conveyed pursuant to this clause (c) since the
      Closing Date (but excluding any Net Disposition Proceeds received from the
      sale to Merck & Co. by the Borrower and/or any of its Restricted
      Subsidiaries of the two islands in the Florida Keys that were previously
      used by them to study a non-human primate breeding colony and the
      Primedica Toxicology Facility), does not exceed (individually or in the
      aggregate) $20,000,000 over the term of this Agreement and (iii) an amount
      equal to the Net Disposition Proceeds generated from such sale, transfer,
      lease (except leases or subleases pursuant to Section 7.2.3(i)),
      contribution or conveyance, is reinvested in the Business of the Borrower
      and its Restricted Subsidiaries or, to the extent required thereunder, is
      applied to prepay the Loans pursuant to the terms of Section 3.1.1 and
      Section 3.1.2;

            (d) such sale, transfer, lease, contribution or conveyance results
      from a casualty or condemnation in respect of such property or assets; or

            (e) such sale, transfer or conveyance consists of the sale or
      discount of overdue accounts receivable in the ordinary course of
      business, but only in connection with the compromise or collection
      thereof.

      SECTION 7.2.10. Modification of Certain Agreements. Without the prior
written consent of the Required Lenders, the Borrower will not, and will not
permit any of its Restricted Subsidiaries to, consent to any amendment,
supplement, amendment and restatement, waiver or other modification of any of
the terms or provisions contained in, or applicable to, any Senior Subordinated
Debt Document or the PAIC Subordinated Convertible Note (including any agreement
or indenture related thereto or to the Subordinated Debt Issuance or the
issuance of the PAIC Subordinated Convertible Note) or any Material Document or
any schedules, exhibits or agreements related thereto (the "Restricted
Agreements"), in each case which would materially adversely affect the rights or
remedies of the Lenders, or the Borrower's or any other Obligor's ability to
perform hereunder or under any Loan Document or which would (a) increase the
cash consideration payable in respect of the Recapitalization, (b), in the case
of the Recapitalization Agreement, increase the Borrower's or any of its
Restricted Subsidiaries' obligations or liabilities, contingent or otherwise
(other than adjustments to the cash consideration payable in respect of the
Acquisition made pursuant to the terms of the Recapitalization Agreement), (c)
increase the


                                      -99-
<PAGE>

principal amount of, or increase the interest rate on, or add or increase any
fee with respect to the Indebtedness evidence by such Senior Subordinated Debt,
the PAIC Subordinated Convertible Note or any such Restricted Agreement, advance
any dates upon which payments of principal or interest are due thereon or change
any of the covenants with respect thereto in a manner which is more restrictive
to the Borrower or any of its Restricted Subsidiaries or (d) in the case of any
Senior Subordinated Debt Document or PAIC Subordinated Convertible Note, change
the subordination provisions thereof (including any default or conditions to an
event of default relating thereto), or change any collateral therefor (other
than to release such collateral), if (in the case of this clause (d)), the
effect of such amendment or change, individually or together with all other
amendments or changes made, is to increase the obligations of the obligor
thereunder or to confer any additional rights on the holders of such Senior
Subordinated Debt, the PAIC Subordinated Convertible Note, or any such
Restricted Agreement (or a trustee or other representative on their behalf).

      SECTION 7.2.11. Transactions with Affiliates. The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, enter into, or cause,
suffer or permit to exist any arrangement or contract with any of its other
Affiliates (other than any Obligor or any other Restricted Subsidiary of the
Borrower) unless such arrangement or contract is fair and equitable to the
Borrower or such Restricted Subsidiary and is an arrangement or contract of the
kind which would be entered into by a prudent Person in the position of the
Borrower or such Restricted Subsidiary with a Person which is not one of its
Affiliates; provided, however that the Borrower and its Restricted Subsidiaries
shall be permitted to (i) enter into and perform their obligations, or take any
actions contemplated or permitted, under the Original Transaction Documents
(including the Investors' Agreement), (ii) make any Restricted Payment permitted
under Section 7.2.6 and (iii) enter into and perform their obligations under
arrangements with CSFB and its Affiliates for underwriting, investment banking
and advisory services (including payments of the fees in respect of advisory
services referred to in clause (c)(i) of Section 7.2.6) on usual and customary
terms, (iv) make payment of reasonable and customary fees and reimbursement of
expenses payable to directors of Holdco and (v) enter into employment
arrangements with respect to the procurement of services of directors, officers
and employees in the ordinary course of business and pay reasonable fees in
connection therewith.

      SECTION 7.2.12. Negative Pledges, Restrictive Agreements, etc. The
Borrower will not, and will not permit any of its Restricted Subsidiaries to,
enter into any agreement prohibiting

            (a) the (i) creation or assumption of any Lien upon its properties,
      revenues or assets, whether now owned or hereafter acquired securing any
      Obligation or any senior refinancing thereof (other than, in the case of
      any assets acquired with the proceeds of any Indebtedness permitted under
      Section 7.2.2(c), customary limitations and prohibitions contained in such
      Indebtedness and in the case of any Indebtedness permitted under clauses
      (f), (h), (i) and (j) of Section 7.2.2, customary limitations in respect
      of the Foreign Subsidiaries of the Borrower that are Restricted
      Subsidiaries that shall have incurred such


                                      -100-
<PAGE>

      Indebtedness and its assets), or (ii) ability of the Borrower or any other
      Obligor to amend or otherwise modify this Agreement or any other Loan
      Document; or

            (b) any Restricted Subsidiary from making any payments, directly or
      indirectly, to the Borrower by way of dividends, advances, repayments of
      loans or advances, reimbursements of management and other intercompany
      charges, expenses and accruals or other returns on investments, or any
      other agreement or arrangement which restricts the ability of any such
      Restricted Subsidiary to make any payment, directly or indirectly, to the
      Borrower (other than customary limitations and prohibitions in any
      Indebtedness permitted under clauses (b), (e), (g), (h) and (i) of Section
      7.2.2 that are applicable to the Restricted Subsidiary of the Borrower
      that has incurred such Indebtedness and its assets; provided, that such
      limitations shall be limited solely to such Restricted Subsidiary (and any
      of its Restricted Subsidiaries) and its (and their) assets).

      SECTION 7.2.13. Securities of Subsidiaries. The Borrower will not permit
any Restricted Subsidiary to issue any Capital Stock (whether for value or
otherwise) to any Person other than the Borrower or another wholly-owned
Subsidiary of the Borrower that is a Restricted Subsidiary.

      SECTION 7.2.14. Sale and Leaseback. Except with respect to any such
agreement or arrangement relating any Primedica Assumed Debt and solely in
respect of any real or personal property acquired in connection with the
Primedica Assumption, the Borrower will not, and will not permit any of its
Restricted Subsidiaries to, enter into any agreement or arrangement with any
other Person providing for the leasing by the Borrower or any of its Restricted
Subsidiaries of real or personal property which has been or is to be sold or
transferred by the Borrower or any of its Restricted Subsidiaries to such other
Person or to any other Person to whom funds have been or are to be advanced by
such Person on the security of such property or rental obligations of the
Borrower or any of its Restricted Subsidiaries.

      SECTION 7.2.15. Designation of Senior Indebtedness. The Borrower will not
permit any Indebtedness (other than the Indebtedness incurred hereunder or under
any other the Loan Document) to constitute "Designated Senior Indebtedness" (or
any other similar term) under the Senior Subordinated Debt Documents, without
the consent of the Required Lenders.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

      SECTION 8.1. Listing of Events of Default. Each of the following events or
occurrences described in this Section 8.1 shall constitute an "Event of
Default".


                                      -101-
<PAGE>

      SECTION 8.1.1. Non-Payment of Obligations. (a) The Borrower shall default
in the payment or prepayment of any principal of any Loan when due or any
Reimbursement Obligations or any deposit of cash for collateral purposes
pursuant to Section 2.6.4, as the case may be, or (b) any Obligor (including the
Borrower) shall default (and such default shall continue unremedied for a period
of three Business Days) in the payment when due of any interest or commitment
fee with respect to the Loans or Commitments or of any other monetary
Obligation.

      SECTION 8.1.2. Breach of Warranty. Any representation or warranty of the
Borrower or any other Obligor made or deemed to be made hereunder or in any
other Loan Document executed by it or any other writing or certificate
(including the Closing Date Certificate or the Amendment Effective Date
Certificate) furnished by or on behalf of the Borrower or any other Obligor to
the Agents, the Issuers, the Lead Arranger or any Lender for the purposes of or
in connection with this Agreement or any such other Loan Document (including any
certificates delivered pursuant to Article V, Article V of the Existing Credit
Agreement or Article III of the Amendment Agreement) is or shall be incorrect
when made in any material respect.

      SECTION 8.1.3. Non-Performance of Certain Covenants and Obligations. The
Borrower shall default in the due performance and observance of any of its
obligations under Sections 7.1.1(e), 7.1.9, 7.1.10 or 7.2 (other than Section
7.2.1).

      SECTION 8.1.4. Non-Performance of Other Covenants and Obligations. Any
Obligor shall default in the due performance and observance of any other
agreement contained herein or in any other Loan Document executed by it, and
such default shall continue unremedied for a period of 30 days after notice
thereof shall have been given to the Borrower by the Administrative Agent at the
direction of the Required Lenders.

      SECTION 8.1.5. Default on Other Indebtedness. A default shall occur (i) in
the payment when due (subject to any applicable grace period), whether by
acceleration or otherwise, of any Indebtedness, other than Indebtedness
described in Section 8.1.1, of the Borrower or any of its Restricted
Subsidiaries or Holdco having a principal amount, individually or in the
aggregate for Holdco, the Borrower and its Restricted Subsidiaries, in excess of
$5,000,000, or (ii) a default shall occur in the performance or observance of
any obligation or condition with respect to such Indebtedness having a principal
amount, individually or in the aggregate, in excess of $5,000,000 if the effect
of such default is to accelerate the maturity of any such Indebtedness or such
default shall continue unremedied for any applicable period of time sufficient
to permit the holder or holders of such Indebtedness, or any trustee or agent
for such holders, to cause such Indebtedness to become due and payable prior to
its expressed maturity.

      SECTION 8.1.6. Judgments. Any judgment or order for the payment of money
in excess of $5,000,000 in the aggregate for Holdco, the Borrower and its
Restricted Subsidiaries (not covered by insurance from a responsible insurance
company that is not denying its liability with respect thereto) shall be
rendered against the Borrower or any of its Restricted Subsidiaries or Holdco
and remain unvacated and unpaid and either (i) enforcement proceedings shall
have been


                                      -102-
<PAGE>

commenced by any creditor upon such judgment or order, or (ii) there shall be
any period of 30 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect.

      SECTION 8.1.7. Pension Plans. Any of the following events shall occur with
respect to any Pension Plan (i) the termination of any Pension Plan if, as a
result of such termination, the Borrower would be required to make a
contribution to such Pension Plan, or would reasonably expect to incur a
liability or obligation to such Pension Plan, in excess of $5,000,000, or (ii) a
contribution failure occurs with respect to any Pension Plan sufficient to give
rise to a Lien under Section 302(f) of ERISA in an amount in excess of
$5,000,000.

      SECTION 8.1.8. Change in Control. Any Change in Control shall occur.

      SECTION 8.1.9. Bankruptcy, Insolvency, etc. The Borrower or any of its
Restricted Subsidiaries (other than Subsidiaries that are not Material
Subsidiaries) or any other Obligor shall

            (a) become insolvent or generally fail to pay, or admit in writing
      its inability to pay, debts as they become due;

            (b) apply for, consent to, or acquiesce in, the appointment of a
      trustee, receiver, sequestrator or other custodian for the Borrower or any
      of its Restricted Subsidiaries (other than Subsidiaries that are not
      Material Subsidiaries) or any other Obligor or any material property of
      any thereof, or make a general assignment for the benefit of creditors;

            (c) in the absence of such application, consent, acquiescence or
      assignment, permit or suffer to exist the appointment of a trustee,
      receiver, sequestrator or other custodian for the Borrower or any of its
      Restricted Subsidiaries (other than Subsidiaries that are not Material
      Subsidiaries) or any other Obligor or for a substantial part of the
      property of any thereof, and such trustee, receiver, sequestrator or other
      custodian shall not be discharged within 60 days, provided that the
      Borrower, each such Restricted Subsidiary and each other Obligor hereby
      expressly authorizes the Agents, the Issuers and each Lender to appear in
      any court conducting any relevant proceeding during such 60-day period to
      preserve, protect and defend their rights under the Loan Documents;

            (d) permit or suffer to exist the commencement of any bankruptcy,
      reorganization, debt arrangement or other case or proceeding under any
      bankruptcy or insolvency law, or any dissolution, winding up or
      liquidation proceeding, in respect of the Borrower or any of its
      Restricted Subsidiaries (other than Subsidiaries that are not Material
      Subsidiaries) or any other Obligor, and, if any such case or proceeding is
      not commenced by the Borrower or such Restricted Subsidiary or such other
      Obligor, such case or proceeding shall be consented to or acquiesced in by
      the Borrower or such Restricted Subsidiary or such other Obligor or shall
      result in the entry of an order for relief or shall remain for 60 days
      undismissed, provided that the Borrower, such Restricted Subsidiary and
      each other


                                      -103-
<PAGE>

      Obligor hereby expressly authorizes the Agents, the Issuers and each
      Lender to appear in any court conducting any such case or proceeding
      during such 60-day period to preserve, protect and defend their rights
      under the Loan Documents; or

            (e) take any action (corporate or otherwise) authorizing, or in
      furtherance of, any of the foregoing.

      SECTION 8.1.10. Impairment of Security, etc. Any Loan Document, or any
Lien granted thereunder, shall (except in accordance with its terms or pursuant
to an agreement of the parties thereto), in whole or in part, terminate, cease
to be in full force and effect or cease to be the legally valid, binding and
enforceable obligation of any Obligor party thereto; the Borrower or any other
Obligor shall, directly or indirectly, contest in any manner the effectiveness,
validity, binding nature or enforceability thereof; or any Lien securing any
Obligation shall, in whole or in part, cease to be a perfected first priority
Lien, subject only to those exceptions expressly permitted by the Loan
Documents, except to the extent any event referred to above (a) relates to
assets of the Borrower or any of its Restricted Subsidiaries which are
immaterial, (b) results from the failure of the Administrative Agent to maintain
possession of certificates representing securities pledged under any Pledge
Agreement or to file continuation statements under the UCC of any applicable
jurisdiction or (c) is covered by a lender's title insurance policy and the
relevant insurer promptly after the occurrence thereof shall have acknowledged
in writing that the same is covered by such title insurance policy.

      SECTION 8.1.11. Subordinated Notes. The subordination provisions relating
to the Senior Subordinated Notes, the PAIC Subordinated Convertible Note or any
other subordinated debt of the Borrower or any of its Restricted Subsidiaries
(the "Subordination Provisions") shall fail to be enforceable by the Lenders
(which have not effectively waived the benefits thereof) in accordance with the
terms thereof, or the principal or interest on any Loan, Reimbursement
Obligation or other Obligations shall fail to constitute "Senior Indebtedness"
(as defined in any Senior Subordinated Note), "Senior Debt" (as defined in the
PAIC Subordinated Convertible Note) or "senior indebtedness" (or any other
similar term) under any document instrument or agreement evidencing any such
other subordinated debt; or the Borrower or any of its Subsidiaries shall,
directly or indirectly, disavow or contest in any manner (i) the effectiveness,
validity or enforceability of any of the Subordination Provisions, or (ii) that
any of such Subordination Provisions exist for the benefit of the Agents and the
Lenders.

      SECTION 8.2. Action if Bankruptcy, etc. If any Event of Default described
in clauses (b), (c) and (d) of Section 8.1.9 shall occur with respect to any
Obligor (other than Subsidiaries that are not Material Subsidiaries), the
Commitments (if not theretofore terminated) shall automatically terminate and
the outstanding principal amount of all outstanding Loans and all other
Obligations (including Reimbursement Obligations) shall automatically be and
become immediately due and payable, without notice or demand and the Borrower
shall automatically and immediately be obligated to deposit with the
Administrative Agent cash collateral in an amount equal to all Letter of Credit
Outstandings.


                                      -104-
<PAGE>

      SECTION 8.3. Action if Other Event of Default. If any Event of Default
(other than an Event of Default described in clauses (b), (c) and (d) of Section
8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material
Subsidiaries)) shall occur for any reason, whether voluntary or involuntary, and
be continuing, the Administrative Agent, upon the direction of the Required
Lenders, shall by notice to the Borrower declare all or any portion of the
outstanding principal amount of the Loans and other Obligations (including
Reimbursement Obligations) to be due and payable, require the Borrower to
provide cash collateral to be deposited with the Administrative Agent in an
amount equal to the undrawn amount of all Letters of Credit outstanding and/or
declare the Commitments (if not theretofore terminated) to be terminated,
whereupon the full unpaid amount of such Loans and other Obligations which shall
be so declared due and payable shall be and become immediately due and payable,
without further notice, demand or presentment, and/or, as the case may be, the
Commitments shall terminate and the Borrower shall deposit with the
Administrative Agent cash collateral in an amount equal to all Letters of Credit
Outstandings.

                                   ARTICLE IX

                                   THE AGENTS

      SECTION 9.1. Actions. Each Lender hereby appoints CSFB as its Syndication
Agent and UBOC as its Administrative Agent under and for purposes of this
Agreement and each other Loan Document. Each Lender authorizes the Agents to act
on behalf of such Lender under this Agreement and each other Loan Document and,
in the absence of other written instructions from the Required Lenders received
from time to time by the Agents (with respect to which each of the Agents agrees
that it will comply, except as otherwise provided in this Section or as
otherwise advised by counsel), to exercise such powers hereunder and thereunder
as are specifically delegated to or required of the Agents by the terms hereof
and thereof, together with such powers as may be reasonably incidental thereto.
Each Lender hereby indemnifies (which indemnity shall survive any termination of
this Agreement) the Agents, ratably in accordance with their respective Term
Loans outstanding and Commitments (or, if no Term Loans or Commitments are at
the time outstanding and in effect, then ratably in accordance with the
principal amount of Term Loans held by such Lender and their respective
Commitments as in effect in each case on the date of the termination of this
Agreement), from and against any and all liabilities, obligations, losses,
damages, claims, costs or expenses of any kind or nature whatsoever which may at
any time be imposed on, incurred by, or asserted against, either of the Agents
in any way relating to or arising out of this Agreement and any other Loan
Document, including reasonable attorneys' fees, and as to which any Agent is not
reimbursed by the Borrower or any other Obligor (and without limiting the
obligation of the Borrower or any other Obligor to do so); provided, however,
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, claims, costs or expenses which are
determined by a court of competent jurisdiction in a final proceeding to have
resulted solely from such Agent's gross negligence or willful misconduct. The
Agents shall not be required to take any action hereunder or under any other
Loan Document, or


                                      -105-
<PAGE>

to prosecute or defend any suit in respect of this Agreement or any other Loan
Document, unless it is indemnified hereunder to its satisfaction. If any
indemnity in favor of either of the Agents shall be or become, in such Agent's
determination, inadequate, such Agent may call for additional indemnification
from the Lenders and cease to do the acts indemnified against hereunder until
such additional indemnity is given. The Borrower and the Lenders agree that the
Administrative Agent may delegate any of its duties under this Agreement to any
of its Affiliates. Any such Affiliate (and such Affiliate's directors, officers,
agents and employees) which performs duties in connection with this Agreement
shall be entitled to the same benefits of the indemnification, waiver and other
protective provisions to which such Agent is entitled under Articles IX and X.

      SECTION 9.2. Funding Reliance, etc. Unless the Administrative Agent shall
have been notified by telephone, confirmed in writing, by any Lender by 1:00
p.m., Designated City time, on the Business day prior to a Borrowing or
disbursement with respect to a Letter of Credit pursuant to Section 2.6.2 that
such Lender will not make available the amount which would constitute its
Percentage of such Borrowing on the date specified therefor, the Administrative
Agent may assume that such Lender has made such amount available to the
Administrative Agent and, in reliance upon such assumption, make available to
the Borrower a corresponding amount. If and to the extent that such Lender shall
not have made such amount available to the Administrative Agent, such Lender
severally agrees and the Borrower agrees to repay the Administrative Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date the Administrative Agent made such amount available
to the Borrower to the date such amount is repaid to the Administrative Agent,
at the interest rate applicable at the time to Loans comprising such Borrowing.

      SECTION 9.3. Exculpation; Notice of Default. (a) None of the Agents or the
Lead Arranger nor any of their respective directors, officers, employees or
agents shall be liable to any Lender for any action taken or omitted to be taken
by it under this Agreement or any other Loan Document, or in connection herewith
or therewith, except for its own willful misconduct or gross negligence, nor
responsible for any recitals or warranties herein or therein, nor for the
effectiveness, enforceability, validity or due execution of this Agreement or
any other Loan Document, nor for the creation, perfection or priority of any
Liens purported to be created by any of the Loan Documents, or the validity,
genuineness, enforceability, existence, value or sufficiency of any collateral
security, nor to make any inquiry respecting the performance by the Borrower of
its obligations hereunder or under any other Loan Document. Any such inquiry
which may be made by any Agent or any Issuer shall not obligate it to make any
further inquiry or to take any action. The Agents and each Issuer shall be
entitled to rely upon advice of counsel concerning legal matters and upon any
notice, consent, certificate, statement or writing which the Agents or the
Issuers, as applicable, believe to be genuine and to have been presented by a
proper Person.

      (b) No Agent shall be deemed to have knowledge or notice of the occurrence
of any Default or Event of Default hereunder unless such Agent has received
written notice from (A) in the case of the Administrative Agent, a Lender or the
Borrower referring to this Agreement describing such Default or Event of Default
and stating that such notice is a "notice of default"


                                      -106-
<PAGE>

and (B) in the case of the Syndication Agent, from the Administrative Agent as
set forth in the immediately following sentence. In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Syndication Agent and the Lenders.

      SECTION 9.4. Successor. The Syndication Agent may resign as such upon one
Business Day's notice to the Borrower and the Administrative Agent. The
Administrative Agent may resign as such at any time upon at least 30 days' prior
notice to the Borrower and all Lenders. If the Administrative Agent at any time
shall resign, the Required Lenders may, with the prior consent of the Borrower
(which consent shall not be unreasonably withheld), appoint another Lender as a
successor Administrative Agent which shall thereupon become the Administrative
Agent hereunder. 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 notice of
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent, which shall be one of the
Lenders or a commercial banking institution organized under the laws of the
United States or a United States branch or agency of a commercial banking
institution, and having a combined capital and surplus of at least $500,000,000.
Upon the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall be
entitled to receive from the retiring Administrative Agent such documents of
transfer and assignment as such successor Administrative Agent may reasonably
request, and shall thereupon succeed to and become vested with all rights,
powers, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Administrative Agent's
resignation hereunder as the Administrative Agent, the provisions of (i) this
Article IX shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was the Administrative Agent under this Agreement, and (ii)
Section 10.3 and Section 10.4 shall continue to inure to its benefit.

      SECTION 9.5. Credit Extensions by each Agent. Each Agent and each Issuer
shall have the same rights and powers with respect to (x) (i) in the case of an
Agent, the Credit Extensions made by it or any of its Affiliates and (ii) in the
case of an Issuer, the Loans made by it or any of its Affiliates, and (y) the
Notes held by it or any of its Affiliates as any other Lender and may exercise
the same as if it were not an Agent or Issuer. Each Agent, each Issuer and each
of their respective Affiliates may accept deposits from, lend money to, and
generally engage in any kind of business with the Borrower or any Subsidiary or
Affiliate of the Borrower as if such Agent or Issuer were not an Agent or Issuer
hereunder.

      SECTION 9.6. Credit Decisions. Each Lender acknowledges that it has,
independently of each Agent, the Lead Arranger, each Issuer and each other
Lender, and based on such Lender's review of the financial information of the
Borrower, this Agreement, the other Loan Documents (the terms and provisions of
which being satisfactory to such Lender) and such other documents, information
and investigations as such Lender has deemed appropriate, made its own credit


                                      -107-
<PAGE>

decision to extend its Commitments. Each Lender also acknowledges that it will,
independently of each Agent, the Lead Arranger, each Issuer and each other
Lender, and based on such other documents, information and investigations as it
shall deem appropriate at any time, continue to make its own credit decisions as
to exercising or not exercising from time to time any rights and privileges
available to it under this Agreement or any other Loan Document.

      SECTION 9.7. Copies, etc. The Administrative Agent shall give prompt
notice to each Lender of each notice or request required or permitted to be
given to the Administrative Agent by the Borrower pursuant to the terms of this
Agreement (unless concurrently delivered to the Lenders by the Borrower). The
Administrative Agent will distribute to each Lender each document or instrument
received for such Lender's account and copies of all other communications
received by the Administrative Agent from the Borrower for distribution to the
Lenders by the Administrative Agent in accordance with the terms of this
Agreement.

      SECTION 9.8. The Syndication Agent and the Administrative Agent.
Notwithstanding anything else to the contrary contained in this Agreement or any
other Loan Document, the Agents, in their respective capacities as such, each in
such capacity, shall have no duties or responsibilities under this Agreement or
any other Loan Document nor any fiduciary relationship with any Lender, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or otherwise exist against either
Agent, as applicable, in such capacity except as are explicitly set forth herein
or in the other Loan Documents.

      SECTION 9.9. Documentation Agent. The Lender identified on the signature
pages of this Agreement as the "Documentation Agent" shall not have any right,
power, obligation, liability, responsibility or duty under this Agreement (or
any other Loan Document) other than those applicable to all Lenders as such.
Without limiting the foregoing, the Lender so identified as the "Documentation
Agent" shall not have or be deemed to have any fiduciary relationship with any
other Lender. Each Lender acknowledges that it has not relied, and will not
rely, on the Lender so identified as the "Documentation Agent" in deciding to
enter into this Agreement and each other Loan Document to which it is a party or
in taking or not taking action hereunder or thereunder.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

      SECTION 10.1. Waivers, Amendments, etc. The provisions of this Agreement
and of each other Loan Document may from time to time be amended, modified or
waived, if such amendment, modification or waiver is in writing and consented to
by the Borrower and each Obligor party thereto and by the Required Lenders;
provided, however, that any such amendment, modification or waiver of the type
set forth below shall require the consent of the Person or Persons described
below for such amendment, modification or waiver:


                                      -108-
<PAGE>

            (a) Unless consented to by each Lender, no such amendment,
      modification or waiver shall be effective if it would modify any
      requirement hereunder that any particular action be taken by all the
      Lenders, all the Lenders with respect to any Tranche of Loans or
      Commitments or by the Required Lenders, release Holdco from its
      obligations under the Holdco Guaranty and Pledge Agreement, release any
      Subsidiary Guarantor that is a Material Subsidiary from its obligations
      under the Subsidiary Guaranty (except as otherwise provided in the
      Subsidiary Guaranty), if any, or release all or substantially all of the
      collateral security (except in each case as otherwise specifically
      provided in this Agreement, any such Subsidiary Guaranty or a Pledge
      Agreement).

            (b) Unless consented to by each Lender adversely affected thereby,
      no such amendment, modification or waiver shall be effective if it would
      modify this Section 10.1, or clause (i) of Section 10.10, change the
      definition of "Required Lenders", increase any Commitment Amount or the
      Percentage of any Lender (other than pursuant to clause (c) of Section
      2.1.2), reduce any fees described in Section 3.3 (other than the
      administration fee referred to in Section 3.3.2) or extend any Commitment
      Termination Date.

            (c) No such amendment, modification or waiver shall be effective if
      it would extend the Stated Maturity Date for any Loan or reduce the
      principal amount of or rate of interest on or fees payable in respect of
      any Loan or any Reimbursement Obligations (which shall in each case
      include the conversion of all or any part of the Obligations into equity
      of any Obligor), unless such amendment, modification or waiver shall have
      been consented to by the Lender which has made such Loan or, in the case
      of a Reimbursement Obligation, the Issuer owed, and those Lenders
      participating in, such Reimbursement Obligation.

            (d) No such amendment, modification or waiver shall be effective if
      it would affect adversely the interests, rights or obligations of any
      Agent, Issuer or Lead Arranger (in its capacity as Agent, Issuer or Lead
      Arranger), unless such amendment, modification or waiver shall have been
      consented to by such Agent, Issuer or Lead Arranger, as the case may be.

            (e) No such amendment, modification or waiver shall be effective if
      it would have the effect (either immediately or at some later time) of
      enabling the Borrower to satisfy a condition precedent to the making of a
      Revolving Loan or the issuance of a Letter of Credit unless such
      amendment, modification or waiver shall have been consented to by the
      holders of at least 51% of the Revolving Loan Commitments.

            (f) No such amendment, modification or waiver shall be effective if
      it would amend, modify or waive the provisions of clause (a)(i) of Section
      3.1.1 or clause (b) of Section 3.1.2 or effect any amendment, modification
      or waiver that by its terms adversely affects the rights of Lenders
      participating in any Tranche differently from those of Lenders
      participating in other Tranches, unless such amendment, modification or
      waiver shall have


                                      -109-
<PAGE>

      been consented to by the holders of at least 51% of the aggregate amount
      of Loans outstanding under the Tranche or Tranches affected by such
      modification, or, in the case of a modification affecting the Revolving
      Loan Commitments, the Lenders holding at least 51% of the Revolving Loan
      Commitments.

No failure or delay on the part of any Agent, any Issuer, any Lender or any
other Secured Party in exercising any power or right under this Agreement or any
other Loan Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or
demand on the Borrower in any case shall entitle it to any notice or demand in
similar or other circumstances. No waiver or approval by any Agent, any Issuer
or any Lender under this Agreement or any other Loan Document shall, except as
may be otherwise stated in such waiver or approval, be applicable to subsequent
transactions. No waiver or approval hereunder shall require any similar or
dissimilar waiver or approval thereafter to be granted hereunder.

      For purposes of this Section 10.1, the Syndication Agent, in coordination
with the Administrative Agent, shall have primary responsibility, together with
the Borrower, in the negotiation, preparation and documentation relating to any
amendment, modification or waiver under this Agreement, any other Loan Document
or any other agreement or document related hereto or thereto contemplated
pursuant to this Section.

      SECTION 10.2. Notices. All notices and other communications provided to
any party under this Agreement or any other Loan Document shall be in writing or
by facsimile and addressed, delivered or transmitted to such party (a) in the
case of any Lender by any party other than the Administrative Agent, to such
Lender in care of the Administrative Agent at its address or facsimile number
set forth on its signature page hereto or on Schedule II hereto (and the
Administrative Agent shall promptly forward such notice to the address or
facsimile number of such Lender set forth on such Lender's signature page hereto
or on Schedule II hereto or in the Lender Assignment Agreement pursuant to which
such Lender became a Lender hereunder), (b) in the case of any Lender by the
Administrative Agent, to such Lender at its address or facsimile number set
forth on its signature page hereto or in the Lender Assignment Agreement
pursuant to which it became a party hereto, (c) in the case of any Agent, at its
address or facsimile number set forth below its signature hereto, and (d) in the
case of the Borrower, to its address or facsimile number set forth on its
signature page hereto, or, in any case, at such address or facsimile number as
may be designated by such party in a notice to the other parties. Any notice, if
mailed and properly addressed with postage prepaid or if properly addressed and
sent by pre- paid courier service, shall be deemed given when received; any
notice, if transmitted by facsimile, shall be deemed given when transmitted
(receipt acknowledged).

      SECTION 10.3. Payment of Costs and Expenses. The Borrower agrees to pay on
demand all reasonable expenses of each of the Agents (including the reasonable
fees and out-of- pocket expenses of counsel to the Agents and of local or
foreign counsel, if any, who may be retained by counsel to the Agents) in
connection with


                                      -110-
<PAGE>

            (a) the syndication by the Syndication Agent and the Lead Arranger
      of the Loans, the negotiation, preparation, execution and delivery of this
      Agreement and of each other Loan Document, including schedules and
      exhibits, and any amendments, waivers, consents, supplements or other
      modifications to this Agreement or any other Loan Document as may from
      time to time hereafter be required, whether or not the transactions
      contemplated hereby are consummated;

            (b) the filing, recording, refiling or rerecording of each Mortgage
      and each Pledge Agreement and/or any UCC financing statements relating
      thereto and all amendments, supplements and modifications to any thereof
      and any and all other documents or instruments of further assurance
      required to be filed or recorded or refiled or rerecorded by the terms
      hereof or of such Mortgage or Pledge Agreement; and

            (c) the preparation and review of the form of any document or
      instrument relevant to this Agreement or any other Loan Document.

The Borrower further agrees to pay, and to save the Agents, the Issuers and the
Lenders harmless from all liability for, any stamp or other similar taxes which
may be payable in connection with the execution or delivery of this Agreement,
the Credit Extensions made hereunder or the issuance of any Notes or Letters of
Credit or any other Loan Documents. The Borrower also agrees to reimburse each
Agent, each Issuer and each Lender upon demand for all reasonable out-of-pocket
expenses (including reasonable attorneys' fees and legal expenses) incurred by
such Agent, such Issuer or such Lender in connection with (x) the negotiation of
any restructuring or "work-out", whether or not consummated, of any Obligations
and (y) the enforcement of any Obligations.

      SECTION 10.4. Indemnification. In consideration of the execution and
delivery of this Agreement by each Lender and the extension of the Commitments,
the Borrower hereby, to the fullest extent permitted under applicable law,
indemnifies, exonerates and holds each Agent, each Issuer, the Lead Arranger and
each Lender and each of their respective Affiliates, and each of their
respective partners, officers, directors, employees and agents, and each other
Person controlling any of the foregoing within the meaning of either Section 15
of the Securities Act of 1933, as amended, or Section 20 of the Securities
Exchange Act of 1934, as amended (collectively, the "Indemnified Parties"), free
and harmless from and against any and all actions, causes of action, suits,
losses, costs, liabilities and damages, and expenses actually incurred in
connection therewith (irrespective of whether any such Indemnified Party is a
party to the action for which indemnification hereunder is sought), including
reasonable attorneys' fees and disbursements (collectively, the "Indemnified
Liabilities"), incurred by the Indemnified Parties or any of them as a result
of, or arising out of, or relating to

            (a) any transaction financed or to be financed in whole or in part,
      directly or indirectly, with the proceeds of any Credit Extension;


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            (b) the entering into and performance of this Agreement and any
      other Loan Document by any of the Indemnified Parties (excluding any
      successful action brought by or on behalf of the Borrower as the result of
      any failure by any Lender to make any Credit Extension hereunder);

            (c) any investigation, litigation or proceeding related to any
      acquisition or proposed acquisition by the Borrower or any of its
      Subsidiaries of all or any portion of the Capital Stock or assets of any
      Person, whether or not such Agent, such Issuer, such Lead Arranger or such
      Lender is party thereto;

            (d) any alleged or actual investigation, litigation or proceeding
      related to any environmental cleanup, audit or noncompliance with or
      liability under any Environmental Law relating to the use, ownership or
      operation by Holdco, the Borrower or any of their respective Subsidiaries
      of any Hazardous Material; or

            (e) the presence on or under, or the escape, seepage, leakage,
      spillage, discharge, emission or release from, any real property owned or
      operated by Holdco, the Borrower or any Subsidiary thereof of any
      Hazardous Material present on or under such property in a manner giving
      rise to liability at or prior to the time Holdco, the Borrower or such
      Subsidiary owned or operated such property (including any losses,
      liabilities, damages, injuries, costs, expenses or claims asserted or
      arising under any Environmental Law), regardless of whether caused by, or
      within the control of, Holdco, the Borrower or such Subsidiary,

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or willful misconduct or any Hazardous Materials that are
manufactured, emitted, generated, treated, released, stored or disposed of on
any real property of the Borrower or any of its Subsidiaries or any violation of
Environmental Law that occurs on or with respect to any real property of the
Borrower or any of its Subsidiaries to the extent occurring after such real
property is transferred to any Indemnified Person or its successor by
foreclosure sale, deed in lieu of foreclosure, or similar transfer, except to
the extent such manufacture, emission, release, generation, treatment, storage
or disposal or violation is actually caused by Holdco, the Borrower or any of
the Borrower's Subsidiaries. The Borrower and its permitted successors and
assigns hereby waive, release and agree not to make any claim, or bring any cost
recovery action against, any Agent, any Issuer, the Lead Arranger or any Lender
under CERCLA or any state equivalent, or any similar law now existing or
hereafter enacted, except to the extent arising out of the gross negligence or
willful misconduct of any Indemnified Party or arising out of any Hazardous
Materials that are manufactured, emitted, generated, treated, released, stored
or disposed of on any real property of the Borrower or any of its Subsidiaries
or any violation of Environmental Law that occurs on or with respect to any real
property of the Borrower or any of its Subsidiaries to the extent occurring
after such real property is transferred to any Indemnified Person or its
successor by foreclosure sale, deed in lieu of foreclosure, or similar transfer.
It is expressly understood and agreed that to the extent that any


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<PAGE>

Indemnified Party is strictly liable under any Environmental Laws, the
Borrower's obligation to such Indemnified Party under this indemnity shall
likewise be without regard to fault on the part of the Borrower, to the extent
permitted under applicable law, with respect to the violation or condition which
results in liability of such Indemnified Party. Notwithstanding anything to the
contrary herein, each Agent, each Issuer, the Lead Arranger and each Lender
shall be responsible with respect to any Hazardous Materials that are
manufactured, emitted, generated, treated, released, stored or disposed of on
any real property of the Borrower or any of its Subsidiaries or any violation of
Environmental Law that occurs on or with respect to any such real property to
the extent it occurs after such real property is transferred to any Agent,
Issuer, Lead Arranger or Lender to its successor by foreclosure sale, deed in
lieu of foreclosure, or similar transfer, except to the extent such manufacture,
emission, release, generation, treatment, storage or disposal or violation is
actually caused by Holdco, the Borrower or any of the Borrower's Subsidiaries.
If and to the extent that the foregoing undertaking may be unenforceable for any
reason, the Borrower hereby agrees to make the maximum contribution to the
payment and satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law.

      SECTION 10.5. Survival. The obligations of the Borrower under Sections
4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations of the Lenders under
Sections 4.8 and 9.1, shall in each case survive any termination of this
Agreement, the payment in full of all Obligations and the termination of all
Commitments. The representations and warranties made by the Borrower and each
other Obligor in this Agreement and in each other Loan Document shall survive
the execution and delivery of this Agreement and each such other Loan Document.

      SECTION 10.6. Severability. Any provision of this Agreement or any other
Loan Document which is prohibited or unenforceable in any jurisdiction shall, as
to such provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement or such Loan Document or affecting the validity or enforceability
of such provision in any other jurisdiction.

      SECTION 10.7. Headings. The various headings of this Agreement and of each
other Loan Document are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement or such other Loan Document or any
provisions hereof or thereof.

      SECTION 10.8. Execution in Counterparts. This Agreement may be executed by
the parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement.

      SECTION 10.9. Governing Law; Entire Agreement. THIS AGREEMENT, ANY NOTES
AND, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED THEREIN, EACH OTHER LOAN
DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK. This Agreement and the other Loan
Documents constitute the entire


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understanding among the parties hereto with respect to the subject matter hereof
and supersede any prior agreements, written or oral, with respect thereto.

      SECTION 10.10. Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that (i) the Borrower may not assign
or transfer its rights or obligations hereunder without the prior written
consent of each of the Agents and all Lenders, and (ii) the rights of sale,
assignment and transfer of the Lenders are subject to Section 10.11.

      SECTION 10.11. Sale and Transfer of Loans and Notes; Participations in
Loans and Notes. Each Lender may assign, or sell participations in, its Loans
and Commitments to one or more other Persons, on a non pro rata basis (except as
provided below), in accordance with this Section 10.11.

      SECTION 10.11.1. Assignments. Any Lender (the "Assignor Lender"),

            (a) with the written consents of the Borrower, the Agents and (in
      the case of any assignment of participations in Letters of Credit or
      Revolving Loan Commitments) the Issuers (which consents (i) shall not be
      unreasonably delayed or withheld, (ii) of the Borrower shall not be
      required upon the occurrence and during the continuance of any Event of
      Default and (iii) of the Agents and the Issuers shall not be required in
      the case of assignments made by CSFB or any of its Affiliates), may at any
      time assign and delegate to one or more commercial banks, funds that are
      regularly engaged in making, purchasing or investing in loans or
      securities, or other financial institutions, and

            (b) with notice to the Borrower, the Agents, and (in the case of any
      assignment of participations in Letters of Credit or Revolving Loan
      Commitments) the Issuers, but without the consent of the Borrower, the
      Agents or the Issuers, may assign and delegate to any of its Affiliates or
      Related Funds or to any other Lender or any Affiliate or Related Fund of
      any other Lender

(each Person described in either of the foregoing clauses as being the Person to
whom such assignment and delegation is to be made, being hereinafter referred to
as an "Assignee Lender"), all or any fraction of such Assignor Lender's Loans,
participations in Letters of Credit and Letter of Credit Outstandings with
respect thereto and Commitments (which assignment and delegation shall be, as
among Revolving Loan Commitments, Revolving Loans and participations in Letters
of Credit, of a constant, and not a varying, percentage) is in a minimum
aggregate amount of (i) $2,000,000 (provided that (1) assignments that are made
on the same day to funds that (x) invest in commercial loans and (y) are managed
or advised by the same investment advisor or any Affiliate of such investment
advisor may be treated as a single assignment for purposes of the minimum amount
and (2) no minimum amount shall be required in the case of any assignment
between two Lenders so long as the Assignor Lender has an aggregate amount of
Loans and Commitments of at least $2,000,000 following such assignment) unless
the Borrower and the


                                      -114-
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Agents otherwise consent or (ii) the then remaining amount of such Assignor
Lender's Loans and Commitments; provided, however, that any such Assignee Lender
will comply, if applicable, with the provisions contained in Section 4.6 and the
Borrower, each other Obligor and the Agents shall be entitled to continue to
deal solely and directly with such Assignor Lender in connection with the
interests so assigned and delegated to an Assignee Lender until

            (c) written notice of such assignment and delegation, together with
      payment instructions, addresses and related information with respect to
      such Assignee Lender, shall have been given to the Borrower and the Agents
      by such Assignor Lender and such Assignee Lender;

            (d) such Assignee Lender shall have executed and delivered to the
      Borrower and the Agents a Lender Assignment Agreement, accepted by the
      Agents;

            (e) the processing fees described below shall have been paid; and

            (f) the Administrative Agent shall have registered such assignment
      and delegation in the Register pursuant to clause (b) of Section 2.7.

From and after the date that the Agents accept such Lender Assignment Agreement
and such assignment and delegation is registered pursuant to clause (b) of
Section 2.7, (x) the Assignee Lender thereunder shall be deemed automatically to
have become a party hereto and to the extent that rights and obligations
hereunder have been assigned and delegated to such Assignee Lender in connection
with such Lender Assignment Agreement, shall have the rights and obligations of
a Lender hereunder and under the other Loan Documents, and (y) the Assignor
Lender, to the extent that rights and obligations hereunder have been assigned
and delegated by it in connection with such Lender Assignment Agreement, shall
be released from its obligations hereunder and under the other Loan Documents.
Any Assignor Lender that shall have previously requested and received any Note
or Notes in respect of any Tranche to which any such assignment applies shall,
upon the acceptance by the Administrative Agent of the applicable Lender
Assignment Agreement, mark such Note or Notes "exchanged" and deliver them to
the Borrower (against, if the Assignor Lender has retained Loans or Commitments
with respect to the applicable Tranche and has requested replacement Notes
pursuant to clause (b)(ii) of Section 2.7, its receipt from the Borrower of
replacement Notes in the principal amount of the Loans and Commitments of the
applicable Tranche retained by it). Such Assignor Lender or such Assignee Lender
(unless the Assignor Lender or the Assignee Lender is CSFB or one of its
Affiliates) must also pay a processing fee to the Administrative Agent upon
delivery of any Lender Assignment Agreement in the amount of $2,500 (with only
one such fee payable in connection with simultaneous assignments from the same
Assignor Lender to Assignee Lenders that are Related Funds), unless such
assignment and delegation is by a Lender to its Affiliate or Related Fund or if
such assignment and delegation is by a Lender to a Federal Reserve Bank, as
provided below or is otherwise consented to by the Administrative Agent. Any
attempted assignment and delegation not made in accordance with this Section
10.11.1 shall be null and void. Nothing contained in this


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Section 10.11.1 shall prevent or prohibit any Lender from pledging its rights
(but not its obligations to make Loans or participate in Letters of Credit of
Letter of Credit Outstandings) under this Agreement and/or its Loans hereunder
to a Federal Reserve Bank in support of borrowings made by such Lender from such
Federal Reserve Bank and any Lender that is a fund that invests in bank loans
may pledge all or any portion of its rights (but not its obligations to make
Loans or participate in Letters of Credit or Letter of Credit Outstandings)
hereunder to any trustee or any other representative of holders of obligations
owed or securities issued by such fund as security for such obligations or
securities. In the event that S&P, Moody's or Thompson's BankWatch (or
InsuranceWatch Ratings Service, in the case of Lenders that are insurance
companies (or Best's Insurance Reports, if such insurance company is not rated
by Insurance Watch Ratings Service)) shall, after the date that any Lender with
a Commitment to make Revolving Loans or participate in Letters of Credit becomes
a Lender, downgrade the long- term certificate of deposit rating or long-term
senior unsecured debt rating of such Lender, and the resulting rating shall be
below BBB-, Baa3 or C (or BB, in the case of Lender that is an insurance company
(or B, in the case of an insurance company not rated by InsuranceWatch Ratings
Service)) respectively, then the applicable Issuer or the Borrower shall have
the right, but not the obligation, upon notice to such Lender and the Agents, to
replace such Lender with an Assignee Lender in accordance with and subject to
the restrictions contained in this Section, and such Lender hereby agrees to
transfer and assign without recourse (in accordance with and subject to the
restrictions contained in this Section) all its interests, rights and
obligations in respect of its Revolving Loan Commitment under this Agreement to
such Assignee Lender; provided, however, that (i) no such assignment shall
conflict with any law, regulation or order of any governmental authority and
(ii) such Assignee Lender shall pay to such Lender in immediately available
funds on the date of such assignment the principal of and interest and fees (if
any) accrued to the date of payment on the Loans made, and Letters of Credit
participated in, by such Lender hereunder and all other amounts accrued for such
Lender's account or owed to it hereunder.

      SECTION 10.11.2. Participations. Any Lender may at any time sell to one or
more commercial banks or other Persons (each such commercial bank and other
Person being herein called a "Participant") participating interests in any of
the Loans, Commitments, participations in Letters of Credit and Letters of
Credit Outstandings or other interests of such Lender hereunder; provided,
however, that

            (a) no participation contemplated in this Section shall relieve such
      Lender from its Commitments or its other obligations hereunder or under
      any other Loan Document;

            (b) such Lender shall remain solely responsible for the performance
      of its Commitments and such other obligations;

            (c) the Borrower and each other Obligor and the Agents shall
      continue to deal solely and directly with such Lender in connection with
      such Lender's rights and obligations under this Agreement and each of the
      other Loan Documents;


                                      -116-
<PAGE>

            (d) no Participant, unless such Participant is an Affiliate of such
      Lender, or is itself a Lender, shall be entitled to require such Lender to
      take or refrain from taking any action hereunder or under any other Loan
      Document, except that such Lender may agree with any Participant that such
      Lender will not, without such Participant's consent, agree to (i) any
      reduction in the interest rate or amount of fees that such Participant is
      otherwise entitled to, (ii) a decrease in the principal amount, or an
      extension of the final Stated Maturity Date, of any Loan in which such
      Participant has purchased a participating interest or (iii) a release of
      all or substantially all of the collateral security under the Loan
      Documents or any Material Subsidiary that is a Subsidiary Guarantor under
      the Subsidiary Guaranty, in each case except as otherwise specifically
      provided in a Loan Document; and

            (e) the Borrower shall not be required to pay any amount under
      Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4 that is greater than the amount
      which it would have been required to pay had no participating interest
      been sold.

The Borrower acknowledges and agrees, subject to clause (e) above, that, to the
fullest extent permitted under applicable law, each Participant, for purposes of
Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 10.3 and 10.4, shall be considered a
Lender.

      SECTION 10.12. Other Transactions. Nothing contained herein shall preclude
any Agent or any other Lender from engaging in any transaction, in addition to
those contemplated by this Agreement or any other Loan Document, with the
Borrower or any of its Affiliates in which the Borrower or such Affiliate is not
restricted hereby from engaging with any other Person.

      SECTION 10.13. Forum Selection and Consent to Jurisdiction. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE LENDERS, THE ISSUERS
OR THE BORROWER RELATING THERETO SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY (TO
THE EXTENT PERMITTED UNDER APPLICABLE LAW) IN THE COURTS OF THE STATE OF NEW
YORK, NEW YORK COUNTY, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE
AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, NEW YORK COUNTY, AND OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE
PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE
BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH


                                      -117-
<PAGE>

SUCH LITIGATION. THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE
STATE OF NEW YORK. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER
MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE
ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER
HEREBY IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.

      SECTION 10.14. Waiver of Jury Trial. THE AGENTS, THE ISSUERS, THE LENDERS
AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE ISSUERS, THE LENDERS OR
THE BORROWER RELATING THERETO. THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS
RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENTS AND THE LENDERS ENTERING INTO
THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

      SECTION 10.15. Confidentiality. The Agents, the Issuers, the Lead Arranger
and the Lenders shall hold all non-public information obtained pursuant to or in
connection with this Agreement or obtained by them based on a review of the
books and records of the Borrower or any of its Subsidiaries in accordance with
their customary procedures for handling confidential information of this nature,
but may make disclosure to any of their examiners, Affiliates, Related Funds,
investment advisors or Affiliates thereof, outside auditors, counsel and other
professional advisors in connection with this Agreement or as reasonably
required by any potential bona fide transferee, participant or assignee, or to
any direct or indirect contractual counterparties in swap agreements or such
contractual counterparties' professional advisors, or in connection with the
exercise of remedies under a Loan Document, or as requested by any governmental
or regulatory


                                      -118-
<PAGE>

agency, any rating agency or the National Association of Insurance
Commissioners, or representative of any thereof or pursuant to legal process;
provided, however, that

            (a) unless specifically prohibited by applicable law or court order,
      each Agent, each Issuer, the Lead Arranger and each Lender shall promptly
      notify the Borrower of any request by any governmental agency or
      representative thereof (other than any such request in connection with an
      examination of the financial condition of such Agent, such Issuer, the
      Lead Arranger and such Lender by such governmental agency) for disclosure
      of any such non-public information prior to disclosure of such
      information;

            (b) prior to any such disclosure pursuant to this Section 10.15,
      each Agent, each Issuer, the Lead Arranger and each Lender shall require
      any such bona fide transferee, participant and assignee receiving a
      disclosure of non-public information to agree in writing

                  (i) to be bound by this Section 10.15; and

                  (ii) to require such Person to require any other Person to
            whom such Person discloses such non-public information to be
            similarly bound by this Section 10.15; and

            (c) except as may be required by an order of a court of competent
      jurisdiction and to the extent set forth therein, no Lender shall be
      obligated or required to return any materials furnished by the Borrower or
      any Subsidiary.

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