EXHIBIT 10.1

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                          NCI ACQUISITION CORPORATION,

                            NATIONWIDE CREDIT, INC.,
                                   as Borrower

                               The Several Lenders
                        from Time to Time Parties Hereto,

                              LEHMAN BROTHERS INC.,
                                   as Arranger

                          LEHMAN COMMERCIAL PAPER INC.,
                              as Syndication Agent

                           FLEET CAPITAL CORPORATION,
                           as Administrative Agent and
                           Collateral Monitoring Agent

                                       and

                         BHF (USA) CAPITAL CORPORATION,
                             as Documentation Agent


                           Dated as of April 18, 2000

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                                TABLE OF CONTENTS



                                                                                     Page
<S>                                                                                  <C>
SECTION 1.  DEFINITIONS                                                                2
             1.1  Defined Terms                                                        2
             1.2  Other Definitional Provisions                                       24

SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS                                           24
             2.1  Tranche B Term Loan Commitments                                     24
             2.2  Procedure for Tranche B Term Loan Borrowing                         24
             2.3  Repayment of Tranche B Term Loans                                   25
             2.4  Revolving Credit Commitments                                        25
             2.5  Procedure for Revolving Credit Borrowing                            26
             2.6  Repayment of Loans; Evidence of Debt                                26
             2.7  Commitment Fees, etc.                                               27
             2.8  Termination or Reduction of Revolving Credit Commitments            27
             2.9  Optional Prepayments                                                28
             2.10  Mandatory Prepayments and Commitment Reductions                    28
             2.11  Conversion and Continuation Options                                29
             2.12  Minimum Amounts and Maximum Number of Eurodollar Tranches          30
             2.13  Interest Rates and Payment Dates                                   30
             2.14  Computation of Interest and Fees                                   30
             2.15  Inability to Determine Interest Rate                               31
             2.16  Pro Rata Treatment and Payments                                    31
             2.17  Requirements of Law                                                33
             2.18  Taxes                                                              34
             2.19  Indemnity                                                          35
             2.20  Illegality                                                         36
             2.21  Change of Lending Office                                           36
             2.22  Replacement of Lenders under Certain Circumstances                 36

SECTION 3.  LETTERS OF CREDIT                                                         37
             3.1  L/C Commitment                                                      37
             3.2  Procedure for Issuance of Letter of Credit                          37
             3.3  Commissions, Fees and Other Charges                                 38
             3.4  L/C Participations                                                  38
             3.5  Reimbursement Obligation of the Borrower                            39
             3.6  Obligations Absolute                                                39
             3.7  Letter of Credit Payments                                           40
             3.8  Applications                                                        40

SECTION 4.  REPRESENTATIONS AND WARRANTIES                                            40
             4.1  Financial Condition                                                 40
             4.2  No Change                                                           41
             4.3  Corporate Existence; Compliance with Law                            41
             4.4  Corporate Power; Authorization; Enforceable Obligations             41
             4.5  No Legal Bar                                                        42
             4.6  No Material Litigation                                              42
             4.7  No Default                                                          42
             4.8  Ownership of Property; Liens                                        42
             4.9  Intellectual Property                                               42
             4.10 Taxes                                                               43
             4.11 Federal Regulations                                                 43
             4.12  Labor Matters                                                      43
             4.13  ERISA                                                              43
             4.14  Investment Company Act; Other Regulations                          44
             4.15  Subsidiaries                                                       44
             4.16  Use of Proceeds                                                    44
             4.17  Environmental Matters                                              44
             4.18  Accuracy of Information, etc                                       45
             4.19  Security Documents                                                 46
             4.20  Solvency                                                           46

SECTION 5.  CONDITIONS PRECEDENT                                                      46
             5.1  Conditions to Initial Extension of Credit                           46
             5.2  Conditions to Each Extension of Credit                              48

SECTION 6.  AFFIRMATIVE COVENANTS                                                     49
             6.1  Financial Statements                                                49
             6.2  Certificates; Other Information                                     50
             6.3  Payment of Obligations                                              51
             6.4  Conduct of Business and Maintenance of Existence, etc.              51
             6.5  Maintenance of Property; Insurance                                  51
             6.6  Inspection of Property; Books and Records; Discussions              52
             6.7  Notices                                                             52
             6.8  Environmental Laws                                                  52
             6.9  Additional Collateral, etc                                          53

SECTION 7.  NEGATIVE COVENANTS                                                        55
             7.1  Financial Covenants                                                 55
             7.2  Limitation on Indebtedness                                          57
             7.3  Limitation on Liens                                                 57
             7.4  Limitation on Fundamental Changes                                   58
             7.5  Limitation on Sale of Assets                                        59
             7.6  Limitation on Dividends                                             59
             7.7  Limitation on Capital Expenditures                                  60
             7.8  Limitation on Investments, Loans and Advances                       60
             7.9      Limitation on Optional  Payments and Modifications of Debt
                      Instruments,   etc.;   Limitation   on   Modification   of
                      Certificate of Incorporation.                                   61
             7.10  Limitation on Transactions with Affiliates                         61
             7.11  Limitation on Sales and Leasebacks                                 62
             7.12  Limitation on Changes in Fiscal Periods                            62
             7.13  Limitation on Negative Pledge Clauses                              62
             7.14  Limitation on Restrictions on Subsidiary Distributions             62
             7.15  Limitation on Lines of Business                                    62
             7.16  Limitation on Amendments to Acquisition Documentation              62
             7.17  Limitation on Activities of Holdings                               63

SECTION 8.  EVENTS OF DEFAULT                                                         63

SECTION 9.  THE AGENTS                                                                66
             9.1  Appointment                                                         66
             9.2  Delegation of Duties                                                67
             9.3  Exculpatory Provisions                                              67
             9.4  Reliance by Agents                                                  67
             9.5  Notice of Default                                                   68
             9.6  Non-Reliance on Agents and Other Lenders                            68
             9.7  Indemnification                                                     68
             9.8  Agent in Its Individual Capacity                                    69
             9.9  Successor Agents                                                    69
             9.10  Authorization to Release Liens                                     69
             9.11  The Arranger                                                       70
             9.12  The Documentation Agent                                            70

SECTION 10.  MISCELLANEOUS                                                            70
             10.1  Amendments and Waivers                                             70
             10.2  Notices                                                            71
             10.3  No Waiver; Cumulative Remedies                                     72
             10.4  Survival of Representations and Warranties                         72
             10.5  Payment of Expenses                                                72
             10.6  Successors and Assigns; Participations and Assignments             73
             10.7  Adjustments; Set-off                                               76
             10.8  Counterparts                                                       76
             10.9  Severability                                                       77
             10.10  Integration                                                       77
             10.11  GOVERNING LAW                                                     77
             10.12  Submission To Jurisdiction; Waivers                               77
             10.13  Acknowledgements                                                  78
             10.14  WAIVERS OF JURY TRIAL                                             78
             10.15  Confidentiality                                                   78
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ANNEX:

A                     Pricing Grid


SCHEDULES:

1.1A                  Commitments
4.1                   Accounting Adjustments
4.2                   Material Events
4.4                   Consents, Authorizations, Filings and Notices
4.6                   Litigation
4.10                  Taxes
4.15                  Subsidiaries
4.19                  UCC Filing Jurisdictions
7.2(e)                Existing Indebtedness
7.3(f)                Existing Liens


EXHIBITS:

A           Form of Amended and Restated Guarantee and Collateral Agreement
B           Form of Compliance Certificate
C           Form of Closing Certificate
D           Form of Assignment and Acceptance
E-1         Form of Legal Opinion of Weil, Gotshal & Manges LLP
E-2         Form of Legal Opinion of Troutman Sanders LLP
F-1         Form of Tranche B Term Note
F-2         Form of Revolving Credit Note
G           Form of Exemption Certificate
H           Form of Borrowing Base Certificate

<PAGE>

                  AMENDED AND RESTATED CREDIT  AGREEMENT,  dated as of April __,
2000, among NCI ACQUISITION  CORPORATION,  a Delaware corporation  ("Holdings"),
NATIONWIDE  CREDIT,  INC., a Georgia  corporation (the "Borrower"),  the several
banks and other financial  institutions or entities from time to time parties to
this Agreement (the  "Lenders"),  LEHMAN  BROTHERS INC., as advisor and arranger
(in such capacity, the "Arranger"), LEHMAN COMMERCIAL PAPER INC., as syndication
agent (in such capacity, the "Syndication Agent"), FLEET CAPITAL CORPORATION, as
administrative  agent  (in  such  capacity,  the  "Administrative   Agent")  and
collateral  monitoring  agent  (in such  capacity,  the  "Collateral  Monitoring
Agent"),  and BHF (USA) CAPITAL  CORPORATION,  as  Documentation  Agent (in such
capacity, the "Documentation Agent").


                              W I T N E S S E T H:


                  WHEREAS,  Holdings,  the Borrower, the several banks and other
financial  institutions  or  entities  from  time to  time  party  thereto,  the
Arranger,  the Syndication Agent, the Administrative Agent and the Documentation
Agent have  entered  into a credit  agreement,  dated as of January 28, 1998 (as
heretofore  amended,  supplemented or otherwise  modified,  the "Existing Credit
Agreement"); and

                  WHEREAS,  the parties  hereto have agreed to amend and restate
the  Existing  Credit  Agreement  upon and  subject to the terms and  conditions
hereinafter set forth;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
agreements  hereinafter  set forth,  the parties hereto hereby agree that on the
Closing Date (as defined below) the Existing  Credit  Agreement shall be amended
and restated in its entirety as follows:


                             SECTION 1. DEFINITIONS

1.1       Defined  Terms.  As used in this  Agreement,  the terms  listed in
this Section 1.1 shall have the respective meanings set forth in this
Section 1.1.

               "Accounts":  as to any Person,  all rights to receive payment for
          goods sold or leased by such  Person or for  services  rendered in the
          ordinary course of business of such Person to the extent not evidenced
          by an  instrument  or chattel  paper  (except  (1)  instruments  which
          constitute  a part of chattel  paper and which have been  individually
          marked to show the Lien granted pursuant to the Security Documents and
          (2) instruments which have been delivered to the Administrative  Agent
          ),  including  any  rights  in, to and under  all  purchase  orders or
          receipts now owned or hereafter  acquired for goods and services,  and
          all  collateral  security  and  guarantees  with respect to any of the
          foregoing.

               "Adjustment Date": as defined in the Pricing Grid.

               "Administrative Agent": as defined in the preamble hereto.

               "Advance Rate": up to 85% of Eligible Accounts.

               "Affiliate":  as to any Person, any other Person which,  directly
          or indirectly,  is in control of, is controlled by, or is under common
          control with, such Person. For purposes of this definition,  "control"
          of a Person  means the power,  directly or  indirectly,  either to (a)
          vote 10% or more of the securities  having  ordinary  voting power for
          the election of directors (or persons performing similar functions) of
          such Person or (b) direct or cause the direction of the management and
          policies of such Person, whether by contract or otherwise.

               "Agents":  the collective reference to the Syndication Agent, the
          Administrative Agent and the Collateral Monitoring Agent.

               "Aggregate Exposure": with respect to any Lender, an amount equal
          to (a) until the Closing Date,  the aggregate  amount of such Lender's
          Commitments  and (b) thereafter,  the sum of (i) the aggregate  unpaid
          principal  amount  of such  Lender's  Tranche  B Term  Loans  (ii) the
          aggregate unpaid principal amount of such Lender's Tranche C Term Loan
          and (iii) the amount of such Lender's  Revolving Credit Commitment or,
          if the Revolving Credit  Commitments have been terminated,  the amount
          of such Lender's Revolving Extensions of Credit.

               "Aggregate Exposure Percentage":  with respect to any Lender, the
          ratio (expressed as a percentage) of such Lender's  Aggregate Exposure
          to the Aggregate Exposure of all Lenders.

               "Agreement":  this Credit Agreement, as amended,  supplemented or
          otherwise modified from time to time after the date hereof.

               "Applicable  Margin":  for each Type of Loan,  the rate per annum
          determined  pursuant to the Pricing Grid.  The  Applicable  Margin for
          each  Type of Loan as of the  Closing  Date  is set  forth  under  the
          relevant column heading below:

                                       Base Rate                      Eurodollar
                                         Loans                        Loans

          Revolving Credit Loans         2.500%                        3.500%
          Tranche B Term Loans           2.750%                        3.750%
          Tranche C Term Loans           3.000%                        4.000%

               "Application": an application, in such form as the Issuing Lender
          may specify from time to time, requesting the Issuing Lender to open a
          Letter of Credit.

               "Arranger": as defined in the preamble hereto.

               "Asset Sale":  any  Disposition  of Property or series of related
          Dispositions of Property (other than any such Disposition permitted by
          clause (a), (b), (c) or (d) of Section 7.5), excluding any Disposition
          which  yields gross  proceeds to Holdings,  the Borrower or any of its
          Subsidiaries  (valued at the initial  principal  amount thereof in the
          case of non-cash proceeds consisting of notes or other debt securities
          and  valued  at  fair  market  value  in the  case of  other  non-cash
          proceeds) of less than $100,000  (provided  that the  aggregate  gross
          proceeds  of  Dispositions  that may be so  excluded  shall not exceed
          $500,000).

               "Assignee": as defined in Section 10.6(c).

               "Assignment and Acceptance": as defined in Section 10.6(c).

               "Assignor": as defined in Section 10.6(c).

               "Available  Revolving  Credit  Commitment":  as to any  Revolving
          Credit Lender at any time,  an amount equal to the excess,  if any, of
          (a) such Lender's  Revolving Credit  Commitment over (b) such Lender's
          Revolving Extensions of Credit.

               "Base Rate": for any day, a rate per annum (rounded  upwards,  if
          necessary,  to the next 1/16 of 1%) equal to the Prime  Rate in effect
          on such day. For purposes hereof:  "Prime Rate" shall mean the rate of
          interest  per  annum  publicly  announced  from  time  to  time by the
          Reference  Bank as its prime or base  rate in effect at its  principal
          office in New York City (the Prime Rate not being  intended  to be the
          lowest rate of interest  charged by the  Reference  Bank in connection
          with extensions of credit to debtors). Any change in the Base Rate due
          to a change in the Prime Rate shall be  effective as of the opening of
          business on the effective day of such change in the Prime Rate.

               "Base Rate Loans": Loans the rate of interest applicable to which
          is based upon the Base Rate.

               "Benefitted Lender": as defined in Section 10.7(a).

               "Board":  the Board of Governors of the Federal Reserve System of
          the United States (or any successor).

               "Borrower": as defined in the preamble hereto.

               "Borrowing Base": on any date of determination, an amount
         equal to (i) the  product  of (A) the  aggregate  outstanding  Eligible
         Accounts of the Borrower and its  Subsidiaries on such date and (B) the
         applicable  Advance Rate,  minus (ii) any Reserves  established  by the
         Collateral  Monitoring  Agent at such time. The Borrowing Base shall be
         determined  by  the  Collateral  Monitoring  Agent  in  its  reasonable
         judgment by reference to the most recent  Borrowing  Base  Certificate,
         and the Borrowing  Base so determined  shall remain in effect until the
         next determination thereof pursuant to this sentence.

               "Borrowing  Base  Certificate":   a  borrowing  base  certificate
          substantially in the form of Exhibit H.

               "Borrowing Date": any Business Day specified by the Borrower as a
          date on which the Borrower requests the relevant Lenders to make Loans
          hereunder.

               "Business": as defined in Section 4.17(b).

               "Business  Day":  (i) for all  purposes  other than as covered by
          clause (ii) below, a day other than a Saturday, Sunday or other day on
          which  commercial banks in New York City are authorized or required by
          law to close and (ii) with  respect to all notices and  determinations
          in  connection  with,  and  payments of  principal  and  interest  on,
          Eurodollar  Loans, any day which is a Business Day described in clause
          (i) and which is also a day for trading by and between banks in Dollar
          deposits in the interbank eurodollar market.

               "Capital  Expenditures":  for any  period,  with  respect  to any
          Person,  the  aggregate  of all  expenditures  by such  Person and its
          Subsidiaries  for the  acquisition  or leasing  (pursuant to a capital
          lease) of fixed or capital assets or additions to equipment (including
          replacements, capitalized repairs and improvements during such period)
          which should be capitalized under GAAP on a consolidated balance sheet
          of such Person and its Subsidiaries.

               "Capital Lease Obligations": as to any Person, the obligations of
          such Person to pay rent or other  amounts under any lease of (or other
          arrangement  conveying the right to use) real or personal property, or
          a combination thereof, which obligations are required to be classified
          and accounted for as capital  leases on a balance sheet of such Person
          under GAAP,  and,  for the purposes of this  Agreement,  the amount of
          such  obligations at any time shall be the capitalized  amount thereof
          at such time determined in accordance with GAAP.

               "Capital Stock": any and all shares, interests, participations or
          other  equivalents   (however   designated)  of  capital  stock  of  a
          corporation,  any and all equivalent  ownership  interests in a Person
          (other than a corporation) and any and all warrants, rights or options
          to purchase any of the foregoing.

               "Cash Equivalents":  (a) marketable direct obligations issued by,
          or  unconditionally  guaranteed  by, the United  States  Government or
          issued by any agency  thereof  and backed by the full faith and credit
          of the United States,  in each case maturing  within one year from the
          date of  acquisition;  (b)  certificates  of deposit,  time  deposits,
          eurodollar time deposits or overnight bank deposits having  maturities
          of six  months  or less  from the date of  acquisition  issued  by any
          Lender  or by any  commercial  bank  organized  under  the laws of the
          United States or any state thereof having combined capital and surplus
          of not less than $500,000,000; (c) commercial paper of an issuer rated
          at least A-2 by Standard & Poor's Ratings  Services  ("S&P") or P-2 by
          Moody's Investors Service, Inc. ("Moody's"), or carrying an equivalent
          rating by a nationally  recognized  rating agency,  if both of the two
          named rating  agencies cease  publishing  ratings of commercial  paper
          issuers  generally,  and  maturing  within six months from the date of
          acquisition;  (d)  repurchase  obligations  of  any  Lender  or of any
          commercial  bank  satisfying  the  requirements  of clause (b) of this
          definition,  having a term of not more  than 30 days with  respect  to
          securities  issued or fully guaranteed or insured by the United States
          government;  (e) securities  with  maturities of one year or less from
          the date of  acquisition  issued  or fully  guaranteed  by any  state,
          commonwealth  or  territory  of the United  States,  by any  political
          subdivision  or taxing  authority of any such state,  commonwealth  or
          territory or by any foreign government, the securities of which state,
          commonwealth,  territory,  political subdivision,  taxing authority or
          foreign government (as the case may be) are rated at least A by S&P or
          A by Moody's;  (f)  securities  with  maturities of six months or less
          from the date of  acquisition  backed  by  standby  letters  of credit
          issued  by  any  Lender  or  any   commercial   bank   satisfying  the
          requirements of clause (b) of this definition;  or (g) shares of money
          market  mutual or similar  funds which  invest  exclusively  in assets
          satisfying  the  requirements  of  clauses  (a)  through  (f) of  this
          definition.

               "Closing  Date":  the date on which the conditions  precedent set
          forth in Section 5.1 shall have been satisfied.

               "Code":  the Internal  Revenue Code of 1986, as amended from time
          to time.

               "Collateral":  all  Property  of the Loan  Parties,  now owned or
          hereafter  acquired,  upon which a Lien is  purported to be created by
          any Security Document.

               "Collateral Monitoring Agent": as defined in the preamble hereto.

               "Commitment":  as to any  Lender,  the sum of the  Tranche B Term
          Loan Commitment and the Revolving Credit Commitment of such Lender.

               "Commitment  Fee Rate":  .625% per annum;  provided,  that on and
          after the first  Adjustment Date occurring after the completion of one
          full  fiscal  quarter of the  Borrower  after the  Closing  Date,  the
          Commitment Fee Rate will be determined pursuant to the Pricing Grid.

               "Commonly   Controlled  Entity":   an  entity,   whether  or  not
          incorporated,  which is under common control with the Borrower  within
          the  meaning  of  Section  4001 of ERISA  or is part of a group  which
          includes the Borrower and which is treated as a single  employer under
          Section 414 of the Code.

               "Compliance  Certificate":  a  certificate  duly  executed  by  a
          Responsible Officer, substantially in the form of
         Exhibit B.

               "Consolidated  Current  Assets":  at any date, all amounts (other
          than cash and Cash Equivalents) which would, in conformity with GAAP,
         be set forth opposite the caption  "total current  assets" (or any like
         caption)  on a  consolidated  balance  sheet  of the  Borrower  and its
         Subsidiaries at such date.

               "Consolidated  Current  Liabilities":  at any date,  all  amounts
          which  would,  in  conformity  with GAAP,  be set forth  opposite  the
          caption  "total  current  liabilities"  (or  any  like  caption)  on a
          consolidated  balance  sheet of the Borrower and its  Subsidiaries  at
          such date, but excluding (a) the current portion of any Funded Debt of
          the  Borrower  and its  Subsidiaries  and (b) without  duplication  of
          clause (a) above,  all  Indebtedness  consisting  of Revolving  Credit
          Loans to the extent otherwise included therein.

               "Consolidated  EBITDA":  for any period,  Consolidated Net Income
          for such period plus, without  duplication and to the extent reflected
          as a charge in the statement of such  Consolidated Net Income for such
          period,  the sum of (a)  income tax  expense,  (b)  interest  expense,
          amortization  or writeoff of debt discount and debt issuance costs and
          commissions,  discounts  and other fees and  charges  associated  with
          Indebtedness  (including the Loans), (c) depreciation and amortization
          expense, (d) amortization of intangibles  (including,  but not limited
          to, goodwill) and organization  costs, (e) any extraordinary,  unusual
          or  non-recurring  expenses  or  losses  (including,  whether  or  not
          otherwise  includable  as a  separate  item in the  statement  of such
          Consolidated  Net  Income for such  period,  losses on sales of assets
          outside of the ordinary course of business) and (f) any other non-cash
          charges,  and minus,  to the extent  included in the statement of such
          Consolidated  Net  Income  for such  period,  the sum of (a)  interest
          income,  (b) any  extraordinary,  unusual or  non-recurring  income or
          gains  (including,  whether or not otherwise  includable as a separate
          item in the statement of such Consolidated Net Income for such period,
          gains  on the  sales of  assets  outside  of the  ordinary  course  of
          business) and (c) any other  non-cash  income,  all as determined on a
          consolidated basis.

               "Consolidated Interest Coverage Ratio": for any period, the ratio
          of (a)  Consolidated  EBITDA  for  such  period  to  (b)  Consolidated
          Interest Expense for such period.

               "Consolidated  Interest  Expense":  for any  period,  total  cash
          interest  expense   (including  that  attributable  to  Capital  Lease
          Obligations) of the Borrower and its  Subsidiaries  payable in respect
          of such period with  respect to all  outstanding  Indebtedness  of the
          Borrower and its  Subsidiaries  (including,  without  limitation,  all
          commissions, discounts and other fees and charges owed with respect to
          letters  of credit and  bankers'  acceptance  financing  and net costs
          under Interest Rate Protection Agreements to the extent such net costs
          are allocable to such period in accordance with GAAP).

               "Consolidated  Lease  Expense":  for any  period,  the  aggregate
          amount of fixed and contingent rentals payable by the Borrower and its
         Subsidiaries,  determined on a  consolidated  basis in accordance  with
         GAAP,  for such  period  with  respect  to leases of real and  personal
         property;  provided,  that  payments  with  respect  to  Capital  Lease
         Obligations shall not constitute Consolidated Lease Expense.

               "Consolidated Net Income":  for any period,  the consolidated net
          income (or loss) of the Borrower and its Subsidiaries, determined on a
          consolidated basis in accordance with GAAP;  provided that there shall
          be excluded (a) the income (or deficit) of any Person accrued prior to
          the date it becomes a Subsidiary  of the Borrower or is merged into or
          consolidated  with the  Borrower or any of its  Subsidiaries,  (b) the
          income (or  deficit)  of any Person  (other than a  Subsidiary  of the
          Borrower)  in which the  Borrower  or any of its  Subsidiaries  has an
          ownership  interest,  except  to the  extent  that any such  income is
          actually  received by the Borrower or such  Subsidiary  in the form of
          dividends or similar distributions and (c) the undistributed  earnings
          of any  Subsidiary of the Borrower to the extent that the  declaration
          or payment of dividends or similar distributions by such Subsidiary is
          not at the time permitted by the terms of any  Contractual  Obligation
          (other than under any Loan  Document) or Requirement of Law applicable
          to such Subsidiary.

               "Consolidated  Total Debt": at any date, the aggregate  principal
          amount of all  Indebtedness  of the Borrower and its  Subsidiaries  at
          such date, determined on a consolidated basis in accordance with GAAP.

               "Consolidated Total Debt Ratio": as at the last day of any period
          of four  consecutive  fiscal  quarters,  the ratio of (a) Consolidated
          Total Debt on such day to (b) Consolidated EBITDA for such period.

               "Consolidated  Working  Capital":  at any  date,  the  excess  of
          Consolidated  Current  Assets on such date over  Consolidated  Current
          Liabilities on such date.

               "Continuing Directors":  the directors of Holdings on the Closing
          Date, and each other director, if, in each case, such other director's
          nomination  for  election  to the board of  directors  of  Holdings is
          recommended  by at least 66-2/3% of the then  Continuing  Directors or
          such other  director  receives the vote of the Permitted  Investors in
          his or her election by the shareholders of Holdings.

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

               "Control  Investment  Affiliate":  as to any  Person,  any  other
          Person  which  (a)  directly  or  indirectly,  is in  control  of,  is
          controlled by, or is under common control with, such Person and (b) is
          organized by such Person primarily for the purpose of making equity or
          debt  investments  in one or  more  companies.  For  purposes  of this
          definition,  "control"  of a  Person  means  the  power,  directly  or
          indirectly,  to direct or cause the  direction of the  management  and
          policies of such Person  whether by contract or otherwise.  "Default":
          any  of the  events  specified  in  Section  8,  whether  or  not  any
          requirement for the giving of notice,  the lapse of time, or both, has
          been satisfied.

               "Disposition":  with respect to any  Property,  any sale,  lease,
          sale  and  leaseback,   assignment,   conveyance,  transfer  or  other
          disposition  thereof;  and the terms "Dispose" and "Disposed of" shall
          have correlative meanings.

               "Documentation Agent": as defined in the preamble hereto.

               "Dollars"  and "$":  dollars  in lawful  currency  of the  United
          States.

               "Domestic  Subsidiary":  any Subsidiary of the Borrower organized
          under the laws of any jurisdiction within the United States.

               "ECF Percentage":  75%; provided that with respect to each fiscal
          year of the Borrower  ending on or after  December  31, 1998,  the ECF
          Percentage  shall be  reduced  to 50%,  25% or 0% if the  Consolidated
          Total Debt Ratio for the period of four  consecutive  fiscal  quarters
          ending on the last day of such  fiscal  year is equal to or below 4.25
          to 1.0, 3.5 to 1.0 or 2.5 to 1.0, respectively.

               "Eligible  Accounts":  all  Accounts  of  the  Borrower  and  its
          Subsidiaries arising in the ordinary course of business, other than:

                    (a) Accounts  which are  outstanding  more than 90 days past
               the original invoice date;

                    (b) Accounts as to which the account  debtor  thereunder has
               not been sent an invoice;

                    (c)  Accounts  which  are  owed by an  obligor  which  is an
               Affiliate or employee of the Borrower or its Subsidiaries;

                    (d) Accounts which are  pre-petition  liabilities owed by an
               obligor which has taken any of the actions or suffered any of the
               events of the kind described in Section 8(f);

                    (e)  Accounts  which are owed by an obligor  with respect to
               whom more than 50% of the  Accounts of such obligor are more than
               90 days past the original invoice date;

                    (f)  Accounts  which  are owed by  account  debtors  located
               outside the United States of America;

                    (g) Accounts (i) upon which the Borrower's  right to receive
               payment is not absolute or is contingent  upon the fulfillment of
               any condition  whatsoever or (ii) as to which the Borrower is not
               able to bring suit or otherwise  enforce its remedies against the
               account debtor through  judicial  process or (iii) if the Account
               represents a progress billing  consisting of an invoice for goods
               sold or used or services  rendered  pursuant to a contract  under
               which the  account  debtor's  obligation  to pay that  invoice is
               subject to the Borrower's completion of further performance under
               such  contract  or is subject to the  equitable  lien of a surety
               bond issuer;

                    (h)  any   Account   to  the   extent   that  any   defense,
               counterclaim, setoff or dispute is asserted as to such Account;

                    (i) any Account that is not a true and correct  statement of
               bona fide indebtedness  incurred in the amount of the Account for
               merchandise  sold to or  services  rendered  and  accepted by the
               applicable account debtor;

                    (j) any  Account to the extent  the  Borrower  or any of its
               Subsidiaries is liable for goods sold or services rendered by the
               applicable   account  debtor  to  the  Borrower  or  any  of  its
               Subsidiaries but only to the extent of the potential offset;

                    (k) any  Account as to which any of the  representations  or
               warranties  pertaining to Accounts set forth in this Agreement or
               the Guarantee and Collateral Agreement is untrue;

                    (l) any  Account  which is payable in a currency  other than
               Dollars;

                    (m) Accounts which are owed by a  Governmental  Authority or
               an  Affiliate  thereof,  provided,  however,  that no  more  than
               $2,000,000  of  accounts  in respect  of which the United  States
               Department of Education is the account debtor shall be considered
               Eligible Accounts at any time, (unless,  with respect to Accounts
               arising  from  sales to the  United  States of  America or to any
               agency,  department  or  division  thereof,  the  Borrower or its
               relevant  Subsidiary has complied with the Federal  Assignment of
               Claims Act of 1940 with respect thereto);

                    (n) Accounts (i) which are not bona fide,  valid and legally
               enforceable  obligations  of the  parties  thereto or the account
               debtor  in  respect  thereof  and  which  do not  arise  from the
               rendition of services in the ordinary  course of business to such
               parties or account debtors,  (ii) as to which either the Borrower
               or (to the best of the  Borrower's  knowledge) any other party to
               such  Account  is in default or is likely to become in default in
               the  performance or observance of any of the terms thereof in any
               material  respect,  (iii)  which  are  not  solely  owned  by the
               Borrower or any of its  Subsidiaries  (subject to the Lien of the
               Administrative Agent therein),  (iv) in which the Borrower or its
               Subsidiaries  (1) has not  granted a valid and  continuing  first
               lien and first security  interest in favor of the  Administrative
               Agent  pursuant to the Security  Documents  and (2) does not have
               good and  marketable  title,  free and clear of any and all Liens
               (except inchoate or similar Liens,  Liens permitted under Section
               7.3, and Liens created under the Security Documents) or rights of
               others  enforceable as such against all other Persons,  (v) as to
               which all action  necessary or desirable under  applicable law to
               protect and perfect such lien and security  interest has not been
               duly  taken,  and  (vi)  as  to  which  any  security  agreement,
               financing  statement,  equivalent  security or lien instrument or
               continuation  statement  covering  all or any part  thereof is on
               file or of record in any public  office,  except such as may have
               been filed in favor of the  Administrative  Agent pursuant to the
               Security Documents; or

                    (o) Accounts which have been deemed necessary to be excluded
               in the  reasonable  judgment of the Collateral  Monitoring  Agent
               exercised in a manner which is customary either in the commercial
               finance  industry or in the lending  practices of the  Collateral
               Monitoring Agent and/or the Lenders.

               "Environmental Law": any and all foreign,  Federal,  state, local
          or municipal laws, rules, orders, regulations,  statutes,  ordinances,
          codes,  decrees,  requirements of any Governmental  Authority or other
          Requirements of Law (including common law) regulating,  relating to or
          imposing  liability or standards of conduct  concerning  protection of
          human health or the  environment,  as now or may at any time hereafter
          be in effect.

               "Equity  Investors":   collectively,  WPG  Corporate  Development
          Associates V, L.P., WPG Corporate Development Associates V (Overseas),
          L.P., Centre Capital Investors II, L.P.  (together with certain of its
          affiliates),  Centre  Capital  Tax-Exempt  Investors II, L.P.,  Centre
          Capital Offshore  Investors II, L.P., State Board of Administration of
          Florida,  Centre Parallel Management  Partners,  L.P., Centre Partners
          Coinvestment,  L.P.,  Avalon  Investment  Partners,  LLC, Weber Family
          Trust dated 1/6/89,  Lion Investments  Limited and Westpool Investment
          Trust plc.

               "ERISA":  the Employee Retirement Income Security Act of 1974, as
          amended from time to time.

               "Eurocurrency Reserve Requirements":  for any day as applied to a
          Eurodollar  Loan, the aggregate  (without  duplication) of the maximum
          rates  (expressed as a decimal  fraction) of reserve  requirements  in
          effect   on  such   day   (including,   without   limitation,   basic,
          supplemental, marginal and emergency reserves under any regulations of
          the Board or other  Governmental  Authority having  jurisdiction  with
          respect  thereto)  dealing with reserve  requirements  prescribed  for
          eurocurrency   funding   (currently   referred  to  as   "Eurocurrency
          Liabilities" in Regulation D of the Board) maintained by a member bank
          of the Federal Reserve System.

               "Eurodollar  Base  Rate":  with  respect to each day during  each
          Interest  Period  pertaining to a Eurodollar  Loan, the rate per annum
          determined  on the basis of the rate for  deposits  in  Dollars  for a
          period equal to such  Interest  Period  commencing on the first day of
          such Interest  Period  appearing on Page 3750 of the Dow Jones Markets
          screen as of 11:00 A.M.,  London time,  two Business Days prior to the
          beginning of such  Interest  Period.  In the event that such rate does
          not appear on Page 3750 of the Dow Jones Markets  screen (or otherwise
          on such  service),  the  "Eurodollar  Base Rate" for  purposes of this
          definition  shall be determined by reference to such other  comparable
          publicly  available service for displaying  eurodollar rates as may be
          selected  by the  Administrative  Agent  or,  in the  absence  of such
          availability,  by  reference  to the rate at which the  Administrative
          Agent is offered Dollar deposits at or about 11:00 A.M., New York City
          time, two Business Days prior to the beginning of such Interest Period
          in the interbank  eurodollar  market where its  eurodollar and foreign
          currency and exchange operations are then being conducted for delivery
          on the  first  day of such  Interest  Period  for the  number  of days
          comprised therein.

               "Eurodollar  Loans":  Loans the rate of  interest  applicable  to
          which is based upon the Eurodollar Rate.

               "Eurodollar  Rate": with respect to each day during each Interest
          Period  pertaining to a Eurodollar  Loan, a rate per annum  determined
          for such day in accordance with the following  formula (rounded upward
          to the nearest 1/100th of 1%):

                                         Eurodollar Base Rate
                            ---------------------------------------------
                               1.00 - Eurocurrency Reserve Requirements

               "Eurodollar  Tranche":  the  collective  reference to  Eurodollar
          Loans the then current  Interest  Periods with respect to all of which
          begin on the same date and end on the same later date  (whether or not
          such Loans shall originally have been made on the same day).

               "Event of  Default":  any of the events  specified  in Section 8,
          provided that any requirement  for the giving of notice,  the lapse of
          time, or both, has been satisfied.

               "Excess  Cash  Flow":  for any fiscal year of the  Borrower,  the
          excess,  if  any,  of  (a)  the  sum,  without  duplication,   of  (i)
          Consolidated  Net Income for such fiscal year, (ii) an amount equal to
          the  amount  of  all  non-cash  charges  (including  depreciation  and
          amortization)  deducted in arriving at such  Consolidated  Net Income,
          (iii) decreases in Consolidated  Working Capital for such fiscal year,
          (iv)  an  amount  equal  to the  aggregate  net  non-cash  loss on the
          Disposition  of Property by the Borrower and its  Subsidiaries  during
          such fiscal year (other than sales of inventory in the ordinary course
          of business),  to the extent deducted in arriving at such Consolidated
          Net Income and (v) the net  increase  during such fiscal year (if any)
          in deferred  tax accounts of the  Borrower  over (b) the sum,  without
          duplication,  of (i) an amount  equal to the  amount  of all  non-cash
          credits included in arriving at such Consolidated Net Income, (ii) the
          aggregate amount actually paid by the Borrower and its Subsidiaries in
          cash  during  such  fiscal  year on account  of  Capital  Expenditures
          (excluding the principal amount of Indebtedness incurred in connection
          with such  expenditures  and any such  expenditures  financed with the
          proceeds of any  Reinvestment  Deferred  Amount),  (iii) the aggregate
          amount of all prepayments of Revolving Credit Loans during such fiscal
          year to the extent  accompanying  permanent optional reductions of the
          Revolving  Credit  Commitments  and all  optional  prepayments  of the
          Tranche B Term Loans and the  Tranche C Term Loans  during such fiscal
          year, (iv) the aggregate amount of all regularly  scheduled  principal
          payments of Funded Debt (including,  without limitation, the Tranche B
          Term  Loans and the  Tranche C Term  Loans)  of the  Borrower  and its
          Subsidiaries  made  during  such fiscal year (other than in respect of
          any revolving credit facility to the extent there is not an equivalent
          permanent  reduction  in  commitments  thereunder),  (v)  increases in
          Consolidated  Working  Capital  for such fiscal  year,  (vi) an amount
          equal  to the  aggregate  net  non-cash  gain  on the  Disposition  of
          Property by the Borrower and its Subsidiaries  during such fiscal year
          (other than sales of inventory in the ordinary course of business), to
          the extent included in arriving at such  Consolidated Net Income,  and
          (vii) the net  decrease  during  such fiscal year (if any) in deferred
          tax accounts of the Borrower.

               "Excess  Cash Flow  Application  Date":  as  defined  in  Section
          2.10(c).

               "Excluded  Foreign  Subsidiaries":   any  Foreign  Subsidiary  in
          respect of which either (i) the pledge of 65% or more of the Capital
         Stock of such Subsidiary as Collateral or (ii) the guaranteeing by such
         Subsidiary of the Obligations, would, in the good faith judgment of the
         Borrower,  result (or is reasonably  expected to result) in adverse tax
         consequences to the Borrower.

               "Existing Credit Agreement": as defined in the recitals hereto.

               "Facility":  each of (a) the Tranche B Term Loan  Commitments and
          the  Tranche B Term Loans made  thereunder  (the  "Tranche B Term Loan
          Facility")  and (b) the Tranche C Term Loans  deemed to have been made
          hereunder  ("Tranche  C Term  Loan  Facility")  and (c) the  Revolving
          Credit  Commitments  and the extensions of credit made thereunder (the
          "Revolving Credit Facility").

                  "Federal  Funds  Effective  Rate";  for any day,  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  on the  next  succeeding  Business  Day by the
         Federal  Reserve Bank of New York, or, if such rate is not so published
         for any day which is a Business Day, the average of the  quotations for
         the day of such transactions  received by the Reference Bank from three
         federal funds brokers of recognized standing selected by it.

               "Foreign Subsidiary":  any Subsidiary of the Borrower that is not
          a Domestic Subsidiary.

               "Funded Debt": as to any Person,  all Indebtedness of such Person
          that  matures  more  than one year  from the date of its  creation  or
          matures within one year from such date but is renewable or extendible,
          at the option of such  Person,  to a date more than one year from such
          date or arises  under a  revolving  credit or similar  agreement  that
          obligates  the lender or lenders to extend  credit  during a period of
          more than one year from such date, including,  without limitation, all
          current  maturities  and current  sinking fund  payments in respect of
          such  Indebtedness  whether or not required to be paid within one year
          from  the  date of its  creation  and,  in the  case of the  Borrower,
          Indebtedness in respect of the Loans.

               "Funding  Office":  the office of the  Administrative  Agent from
          time to time  specified  by the  Administrative  Agent as its  funding
          office by written notice to the parties hereto.

               "GAAP":  generally accepted  accounting  principles in the United
          States of  America  as in effect  from time to time,  except  that for
          purposes of Section 7.1, GAAP shall be determined on the basis of such
          principles in effect on the date hereof and consistent with those used
          in the  preparation  of the most recent audited  financial  statements
          delivered   pursuant  to  Section  4.1(b).   In  the  event  that  any
          "Accounting  Change"  (as defined  below)  shall occur and such change
          results  in a  change  in  the  method  of  calculation  of  financial
          covenants, standards or terms in this Agreement, then the Borrower and
          the Administrative  Agent agree to enter into negotiations in order to
          amend such  provisions  of this  Agreement so as to equitably  reflect
          such Accounting  Changes with the desired result that the criteria for
          evaluating the Borrower's  financial condition shall be the same after
          such  Accounting  Changes as if such  Accounting  Changes had not been
          made.  Until such time as such an amendment  shall have been  executed
          and  delivered  by the  Borrower,  the  Administrative  Agent  and the
          Required Lenders, all financial covenants, standards and terms in this
          Agreement  shall  continue to be  calculated  or  construed as if such
          Accounting  Changes had not occurred.  "Accounting  Changes" refers to
          changes in accounting  principles  required by the promulgation of any
          rule, regulation, pronouncement or opinion by the Financial Accounting
          Standards  Board  of  the  American   Institute  of  Certified  Public
          Accountants or, if applicable, the SEC.

               "Governmental Authority":  any nation or government, any state or
          other  political   subdivision   thereof  and  any  entity  exercising
          executive,   legislative,   judicial,   regulatory  or  administrative
          functions  of  or  pertaining  to   government   (including,   without
          limitation, any securities exchange,  self-regulatory  organization or
          the National Association of Insurance Commissioners).

               "Guarantee  and Collateral  Agreement":  the Amended and Restated
          Guarantee  and  Collateral  Agreement to be executed and  delivered by
          Holdings, the Borrower and each Subsidiary Guarantor, substantially in
          the form of Exhibit  A, as the same may be  amended,  supplemented  or
          otherwise modified from time to time.

               "Guarantee  Obligation":  as to  any  Person  (the  "guaranteeing
          person"), any obligation of (a) the guaranteeing person or (b) another
          Person (including,  without  limitation,  any bank under any letter of
          credit) to induce the  creation of which the  guaranteeing  person has
          issued a reimbursement,  counterindemnity  or similar  obligation,  in
          either case  guaranteeing or in effect  guaranteeing any Indebtedness,
          leases,  dividends or other obligations (the "primary obligations") of
          any other third Person (the "primary obligor") in any manner,  whether
          directly or indirectly,  including, without limitation, any obligation
          of the guaranteeing person, whether or not contingent, (i) to purchase
          any such primary  obligation  or any Property  constituting  direct or
          indirect  security  therefor,  (ii) to advance or supply funds (1) for
          the  purchase  or payment  of any such  primary  obligation  or (2) to
          maintain  working  capital or equity capital of the primary obligor or
          otherwise  to  maintain  the net  worth  or  solvency  of the  primary
          obligor, (iii) to purchase Property,  securities or services primarily
          for the purpose of assuring the owner of any such  primary  obligation
          of the ability of the primary  obligor to make payment of such primary
          obligation  or (iv)  otherwise to assure or hold harmless the owner of
          any such primary obligation against loss in respect thereof; provided,
          however,   that  the  term  Guarantee  Obligation  shall  not  include
          endorsements  of instruments for deposit or collection in the ordinary
          course of  business.  The amount of any  Guarantee  Obligation  of any
          guaranteeing  person  shall be deemed to be the lower of (a) an amount
          equal to the stated or determinable  amount of the primary  obligation
          in  respect  of which such  Guarantee  Obligation  is made and (b) the
          maximum  amount  for  which  such  guaranteeing  person  may be liable
          pursuant  to the  terms of the  instrument  embodying  such  Guarantee
          Obligation,  unless such primary obligation and the maximum amount for
          which  such  guaranteeing  person  may be  liable  are not  stated  or
          determinable,  in which case the amount of such  Guarantee  Obligation
          shall be such  guaranteeing  person's maximum  reasonably  anticipated
          liability  in respect  thereof as  determined  by the Borrower in good
          faith.

               "Guarantors":  the  collective  reference  to  Holdings  and  the
          Subsidiary Guarantors.

               "Holdings": as defined in the preamble hereto.

               "Indebtedness":  of any Person at any date, without  duplication,
          (a) all  indebtedness  of such  Person  for  borrowed  money,  (b) all
          obligations of such Person for the deferred purchase price of Property
          or  services  (other  than  current  trade  payables  incurred  in the
          ordinary  course of such Person's  business),  (c) all  obligations of
          such Person  evidenced by notes,  bonds,  debentures  or other similar
          instruments,  (d)  all  indebtedness  created  or  arising  under  any
          conditional  sale or other title  retention  agreement with respect to
          Property  acquired by such Person (even though the rights and remedies
          of the seller or lender  under such  agreement in the event of default
          are limited to repossession or sale of such Property), (e) all Capital
          Lease Obligations of such Person,  (f) all obligations of such Person,
          contingent or otherwise, as an account party under acceptance,  letter
          of credit or similar  facilities,  (g) all obligations of such Person,
          contingent  or  otherwise,  to purchase,  redeem,  retire or otherwise
          acquire for value any Capital  Stock (other than common stock) of such
          Person,  (h) all  Guarantee  Obligations  of such Person in respect of
          obligations  of the kind referred to in clauses (a) through (g) above;
          (i) all obligations of the kind referred to in clauses (a) through (h)
          above  secured by (or for which the holder of such  obligation  has an
          existing right, contingent or otherwise, to be secured by) any Lien on
          Property (including, without limitation, accounts and contract rights)
          owned by such Person, whether or not such Person has assumed or become
          liable for the  payment of such  obligation,  (j) for the  purposes of
          Section  8(e)  only,  all  obligations  of such  Person in  respect of
          Interest Rate Protection  Agreements and (k) the liquidation  value of
          any preferred Capital Stock of such Person or its Subsidiaries held by
          any Person other than such Person and its Wholly Owned Subsidiaries.

               "Insolvency":   with  respect  to  any  Multiemployer  Plan,  the
          condition  that such Plan is  insolvent  within the meaning of Section
          4245 of ERISA.

               "Insolvent": pertaining to a condition of Insolvency.

               "Intellectual  Property": the collective reference to all rights,
          priorities and privileges relating to intellectual  property,  whether
          arising  under  United  States,   multinational  or  foreign  laws  or
          otherwise,  including,  without  limitation,   copyrights,   copyright
          licenses,  patents, patent licenses,  trademarks,  trademark licenses,
          technology, know-how and processes, and all rights to sue at law or in
          equity for any infringement or other impairment thereof, including the
          right to receive all proceeds and damages therefrom.

               "Interest  Payment Date": (a) as to any Base Rate Loan, the first
          day of each April,  July, October and January to occur while such Loan
          is outstanding and the final maturity date of such Loan, (b) as to any
          Eurodollar Loan having an Interest Period of three months or less, the
          last day of such Interest Period, (c) as to any Eurodollar Loan having
          an Interest  Period longer than three months,  each day which is three
          months,  or a whole  multiple  thereof,  after  the  first day of such
          Interest Period and the last day of such Interest Period and (d) as to
          any Loan  (other  than any  Revolving  Credit Loan that is a Base Rate
          Loan),  the  date of any  repayment  or  prepayment  made  in  respect
          thereof.

               "Interest Period": as to any Eurodollar Loan, (a) initially,  the
          period commencing on the borrowing or conversion date, as the case may
          be, with respect to such Eurodollar Loan and ending one, two, three or
          six months  thereafter,  as selected by the  Borrower in its notice of
          borrowing  or notice of  conversion,  as the case may be,  given  with
          respect  thereto;  and (b) thereafter,  each period  commencing on the
          last day of the next  preceding  Interest  Period  applicable  to such
          Eurodollar  Loan and ending one, two, three or six months  thereafter,
          as  selected   by  the   Borrower   by   irrevocable   notice  to  the
          Administrative  Agent not less than three  Business  Days prior to the
          last day of the then current  Interest  Period with  respect  thereto;
          provided  that, all of the foregoing  provisions  relating to Interest
          Periods are subject to the following:

               (i) if any Interest  Period would  otherwise end on a day that is
          not a Business Day, such Interest Period shall be extended to the next
          succeeding  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  immediately  preceding
          Business Day;

               (ii) any Interest Period that would  otherwise  extend beyond the
          Revolving Credit  Termination Date or beyond the date final payment is
          due on the  Tranche B Term Loans or the Tranche C Term Loans shall end
          on the  Revolving  Credit  Termination  Date  or  such  due  date,  as
          applicable;

               (iii) 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 a calendar  month;  and
          (ii) the Borrower shall select Interest Periods so as not to require a
          payment or prepayment of any Eurodollar Loan during an Interest Period
          for such Loan.

               "Interest   Rate   Protection   Agreement":   any  interest  rate
          protection  agreement,  interest rate futures contract,  interest rate
          option, interest rate cap or other interest rate hedge arrangement, to
          or under which the Borrower or any of its Subsidiaries is a party or a
          beneficiary  on the date  hereof or  becomes a party or a  beneficiary
          after the date hereof.

               "Issuing Lender":  Fleet Capital Corporation,  in its capacity as
          issuer of any Letter of Credit.

               "Joint Ventures": collectively, Yanci Services Company, a Georgia
          general partnership,  and Health Care Financial Services Associates, a
          Georgia joint venture.

               "L/C Commitment": $5,000,000.

               "L/C Fee  Payment  Date":  the  first  day of each  April,  July,
          October and January and the last day of the Revolving
         Credit Commitment Period.

               "L/C Obligations": at any time, an amount equal to the sum of (a)
          the  aggregate   then  undrawn  and  unexpired   amount  of  the  then
          outstanding Letters of Credit and (b) the aggregate amount of drawings
          under Letters of Credit which have not then been  reimbursed  pursuant
          to Section 3.5.

               "L/C Participants": the collective reference to all the Revolving
          Credit Lenders other than the Issuing Lender.

               "Lenders": as defined in the preamble hereto.

               "Letters of Credit": as defined in Section 3.1(a).

               "Lien": any mortgage, pledge, hypothecation,  assignment, deposit
          arrangement,  encumbrance,  lien (statutory or other), charge or other
          security  interest  or any  preference,  priority  or  other  security
          agreement or preferential arrangement of any kind or nature whatsoever
          (including,  without  limitation,  any conditional sale or other title
          retention  agreement  and any capital lease having  substantially  the
          same economic effect as any of the foregoing).

               "Loan": any loan made by any Lender pursuant to this Agreement.

               "Loan Documents":  this Agreement,  the Security  Documents,  the
          Applications and the Notes.

               "Loan Parties": Holdings, the Borrower and each Subsidiary of the
          Borrower which is a party to a Loan Document.

               "Majority Facility Lenders": with respect to any Facility, the
         holders of more than 51% of the aggregate  unpaid  principal  amount of
         the Tranche B Term Loans,  Tranche C Term Loans or the Total  Revolving
         Extensions  of  Credit,  as the case  may be,  outstanding  under  such
         Facility (or, in the case of the Revolving  Credit  Facility,  prior to
         any  termination of the Revolving  Credit  Commitments,  the holders of
         more than 51% of the Total Revolving Credit Commitments).

               "Majority  Revolving  Credit  Facility  Lenders":   the  Majority
          Facility Lenders in respect of the Revolving Credit Facility.

               "Master  Collectors":  Master Collectors of Dallas, Inc., a Texas
          corporation.

               "Material  Adverse Effect":  a material adverse effect on (a) the
          business,  assets,  property or condition  (financial or otherwise) of
          the Borrower and its Subsidiaries taken as a whole or (b) the validity
          or enforceability of this Agreement or any of the other Loan Documents
          or the rights or remedies of the Agents or the  Lenders  hereunder  or
          thereunder.

               "Material   Environmental  Amount":  an  amount  payable  by  the
          Borrower  and/or its  Subsidiaries  in excess of $250,000 for remedial
          costs,  compliance  costs,  compensatory  damages,  punitive  damages,
          fines, penalties or any combination thereof.

               "Materials of Environmental  Concern":  any gasoline or petroleum
          (including crude oil or any fraction thereof) or petroleum products or
          any  hazardous or toxic  substances,  materials or wastes,  defined or
          regulated  as such  in or  under  any  Environmental  Law,  including,
          without   limitation,   asbestos,    polychlorinated   biphenyls   and
          urea-formaldehyde insulation.

               "Multiemployer  Plan":  a Plan which is a  multiemployer  plan as
          defined in Section 4001(a)(3) of ERISA.

               "Net Cash Proceeds": (a) in connection with any Asset Sale or
         any Recovery Event,  the proceeds  thereof in the form of cash and Cash
         Equivalents  (including  any such proceeds  received by way of deferred
         payment of principal  pursuant to a note or  installment  receivable or
         purchase price adjustment receivable or otherwise, but only as and when
         received) of such Asset Sale or Recovery Event, net of attorneys' fees,
         accountants'  fees,  investment  banking fees,  amounts  required to be
         applied to the repayment of  Indebtedness  secured by a Lien  expressly
         permitted  hereunder  on any asset  which is the  subject of such Asset
         Sale or  Recovery  Event  (other  than any Lien  pursuant to a Security
         Document) and other  customary fees and expenses  actually  incurred in
         connection  therewith and net of taxes paid or reasonably  estimated to
         be payable as a result thereof (after taking into account any available
         tax credits or deductions and any tax sharing  arrangements) and (b) in
         connection  with any issuance or sale of debt securities or instruments
         or the  incurrence  of  loans,  the cash  proceeds  received  from such
         issuance or  incurrence,  net of attorneys'  fees,  investment  banking
         fees,  accountants'  fees,  underwriting  discounts and commissions and
         other  customary  fees and  expenses  actually  incurred in  connection
         therewith.

               "Non-Excluded Taxes": as defined in Section 2.18(a).

               "Non-U.S. Lender": as defined in Section 2.18(d).

               "Notes":   the  collective   reference  to  any  promissory  note
          evidencing Loans.

               "Obligations":   the  unpaid   principal   of  and   interest  on
          (including,  without limitation,  interest accruing after the maturity
          of the Loans and Reimbursement Obligations and interest accruing after
          the filing of any petition in bankruptcy,  or the  commencement of any
          insolvency,   reorganization  or  like  proceeding,  relating  to  the
          Borrower,  whether  or not a claim for  post-filing  or  post-petition
          interest  is  allowed  in such  proceeding)  the  Loans  and all other
          obligations  and  liabilities  of the  Borrower to the  Administrative
          Agent or to any Lender (or, in the case of  Interest  Rate  Protection
          Agreements,  any affiliate of any Lender), whether direct or indirect,
          absolute  or  contingent,  due or to become  due,  or now  existing or
          hereafter  incurred,  which may arise under,  out of, or in connection
          with, this Agreement,  any other Loan Document, the Letters of Credit,
          any Interest Rate Protection Agreement entered into with any Lender or
          any affiliate of any Lender or any other document  made,  delivered or
          given in  connection  herewith  or  therewith,  whether  on account of
          principal,  interest,  reimbursement  obligations,  fees, indemnities,
          costs, expenses (including,  without limitation, all fees, charges and
          disbursements of counsel to the Administrative  Agent or to any Lender
          that are  required  to be paid by the  Borrower  pursuant  hereto)  or
          otherwise.

               "Original  Closing Date":  the Closing Date under (and as defined
          in) the Existing Credit Agreement.

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

               "Participant": as defined in Section 10.6(b).

               "Payment  Office":  the office of the  Administrative  Agent from
          time to time  specified  by the  Administrative  Agent as its  payment
          office to the other parties hereto.

               "PBGC":  the Pension  Benefit  Guaranty  Corporation  established
          pursuant to Subtitle A of Title IV of ERISA (or any successor).

               "Permitted  Investors":  the  collective  reference to the Equity
          Investors and their Control Investment Affiliates.

               "Person":  an  individual,   partnership,   corporation,  limited
          liability  company,   business  trust,  joint  stock  company,  trust,
          unincorporated association,  joint venture,  Governmental Authority or
          other entity of whatever nature.

               "Plan":  at a particular time, any employee benefit plan which is
          covered by Title IV of ERISA and in respect of which the Borrower or
         a Commonly  Controlled  Entity is (or, if such plan were  terminated at
         such  time,  would  under  Section  4069 of ERISA be  deemed  to be) an
         "employer" as defined in Section 3(5) of ERISA.

               "Pricing Grid": the pricing grid attached hereto as Annex A.

               "Projections": as defined in Section 6.2(c).

               "Properties": as defined in Section 4.17(a).

               "Property": any right or interest in or to property of any
         kind whatsoever,  whether real,  personal or mixed and whether tangible
         or intangible,  including, without limitation,  Capital Stock; it being
         understood,  for the  avoidance  of doubt,  that to the extent any Loan
         Party has no right or interest in a trust  account  established  in the
         ordinary  course of its debt  collateral  business  such trust  account
         shall not be deemed to be "Property".

               "Recovery Event":  any settlement of or payment in respect of any
          property or casualty  insurance claim or any  condemnation  proceeding
          relating  to  any  asset  of  Holdings,  the  Borrower  or  any of its
          Subsidiaries.

               "Reference Bank": Citibank, N.A.

               "Register": as defined in Section 10.6(d).

               "Regulation U":  Regulation U of the Board as in effect from time
          to time.

               "Reimbursement  Obligation":  the  obligation  of the Borrower to
          reimburse the Issuing Lender pursuant to Section 3.5
         for amounts drawn under Letters of Credit.

               "Reinvestment  Deferred Amount": with respect to any Reinvestment
          Event,  the  aggregate  Net Cash  Proceeds  received by Holdings,  the
          Borrower or any of its Subsidiaries in connection  therewith which are
          not applied to prepay the Tranche B Term Loans or Tranche C Term Loans
          or reduce the Revolving Credit Commitments pursuant to Section 2.10(b)
          as a result of the delivery of a Reinvestment Notice.

               "Reinvestment Event": any Asset Sale or Recovery Event in respect
          of which the Borrower has delivered a Reinvestment Notice.

               "Reinvestment Notice": a written notice executed by a Responsible
          Officer  stating  that  no  Event  of  Default  has  occurred  and  is
          continuing  and that the Borrower  (directly or  indirectly  through a
          Subsidiary)  intends and expects to use all or a specified  portion of
          the Net Cash  Proceeds of an Asset Sale or  Recovery  Event to acquire
          assets useful in its business.

               "Reinvestment   Prepayment   Amount":   with   respect   to   any
          Reinvestment Event, the Reinvestment  Deferred Amount relating thereto
          less any amount expended prior to the relevant Reinvestment Prepayment
          Date to acquire assets useful in the Borrower's business.

               "Reinvestment  Prepayment Date": with respect to any Reinvestment
          Event,  the  earlier  of (a) the date  occurring  one year  after such
          Reinvestment  Event and (b) the date on which the Borrower  shall have
          determined not to, or shall have  otherwise  ceased to, acquire assets
          useful  in the  Borrower's  business  with all or any  portion  of the
          relevant Reinvestment Deferred Amount.

               "Reorganization":  with respect to any  Multiemployer  Plan,  the
          condition  that such plan is in  reorganization  within the meaning of
          Section 4241 of ERISA.

               "Reportable  Event":  any of the  events  set  forth  in  Section
          4043(c) of ERISA,  other than those  events as to which the thirty day
          notice period is waived under  regulations  promulgated under Title IV
          of ERISA.

               "Required Lenders": the holders of more than 51% of (a) until the
          Closing Date, the Commitments  and (b) thereafter,  the sum of (i) the
          aggregate unpaid  principal  amount of the Tranche B Term Loans,  (ii)
          the aggregate  unpaid principal amount of the Tranche C Term Loans and
          (iii) the Total  Revolving  Credit  Commitments  or, if the  Revolving
          Credit   Commitments  have  been   terminated,   the  Total  Revolving
          Extensions of Credit.

               "Required Prepayment  Lenders":  the Majority Facility Lenders in
          respect of each Facility.

               "Requirement  of  Law":  as to any  Person,  the  Certificate  of
          Incorporation  and  By-Laws  or  other   organizational  or  governing
          documents of such Person,  and any law, treaty,  rule or regulation or
          determination  of an  arbitrator  or a  court  or  other  Governmental
          Authority,  in each case  applicable to or binding upon such Person or
          any of its  Property or to which such Person or any of its Property is
          subject.

               "Reserves": reserves established by the Collateral Monitoring
         Agent, from time to time, in the exercise of the Collateral  Monitoring
         Agent's reasonable credit judgment.  Without limiting the generality of
         the  foregoing,  Reserves may be  established  to insure the payment of
         accrued interest expenses on Indebtedness.

               "Responsible Officer": the chief executive officer,  president or
          chief financial officer,  vice-president  finance or controller of the
          Borrower,  but in any event,  with respect to financial  matters,  the
          chief financial officer,  vice-president  finance or controller of the
          Borrower.

               "Restricted Payment": as defined in Section 7.6.

               "Revolving Credit  Commitment":  as to any Lender, the obligation
          of such Lender, if any, to make Revolving Credit Loans and participate
          in Letters of Credit, in an aggregate principal and/or face amount not
          to exceed the amount set forth  under the  heading  "Revolving  Credit
          Commitment"  opposite  such  Lender's  name on Schedule 1.1A or in the
          Assignment  and  Acceptance  pursuant to which such  Revolving  Credit
          Lender became a party hereto,  as the same may be changed from time to
          time  pursuant to the terms hereof.  The original  amount of the Total
          Revolving Credit Commitments on the Closing Date is $12,500,000.

               "Revolving  Credit  Commitment  Period":   the  period  from  and
          including the Closing Date to the Revolving Credit Termination Date.

               "Revolving  Credit  Lender":  each  Lender  which has a Revolving
          Credit Commitment or which has made Revolving Credit
         Loans.

               "Revolving Credit Loans": as defined in Section 2.4.

               "Revolving Credit Percentage":  as to any Revolving Credit Lender
          at any time,  the  percentage  which such  Lender's  Revolving  Credit
          Commitment then constitutes of the Total Revolving Credit  Commitments
          (or, at any time after the  Revolving  Credit  Commitments  shall have
          expired or terminated,  the percentage  which the aggregate  principal
          amount  of such  Lender's  Revolving  Credit  Loans  then  outstanding
          constitutes of the aggregate  principal amount of the Revolving Credit
          Loans then outstanding).

               "Revolving Credit Termination Date": January 28, 2004.

               "Revolving Extensions of Credit": as to any Revolving Credit
         Lender at any time,  an  amount  equal to the sum of (a) the  aggregate
         principal amount of all Revolving Credit Loans made by such Lender then
         outstanding and (b) such Lender's  Revolving  Credit  Percentage of the
         L/C Obligations then outstanding.

               "SEC":  the  Securities  and Exchange  Commission  (or successors
          thereto or an analogous Governmental Authority).

               "Section 2.4(e)  Revolving  Credit Loans":  as defined in Section
          2.4(e).

               "Security  Documents":  the collective reference to the Guarantee
          and Collateral  Agreement and all other security  documents  hereafter
          delivered to the Administrative  Agent granting a Lien on any Property
          of any Person to secure the  obligations  and  liabilities of any Loan
          Party under any Loan Document.

               "Senior Note Indenture":  the Indenture,  dated as of January 28,
          1998,  entered into by the Borrower and certain of its Subsidiaries in
          connection  with the issuance of the Senior  Notes,  together with all
          instruments and other agreements  entered into by the Borrower or such
          Subsidiaries  in  connection  therewith,  as the same may be  amended,
          supplemented  or otherwise  modified  from time to time in  accordance
          with Section 7.9.

               "Senior Notes": the Series A and Series B 10-1/4% Senior Notes of
          the  Borrower  issued on January 28, 1998  pursuant to the Senior Note
          Indenture.

               "Single  Employer Plan": any Plan which is covered by Title IV of
          ERISA, but which is not a Multiemployer Plan.

               "Solvent":  when used with respect to any Person,  means that, as
          of any date of  determination,  (a) the  amount of the  "present  fair
          saleable  value" of the assets of such Person  will,  as of such date,
          exceed the amount of all  "liabilities  of such Person,  contingent or
          otherwise",  as of such date,  as such quoted terms are  determined in
          accordance   with   applicable   federal  and  state  laws   governing
          determinations  of the  insolvency  of debtors,  (b) the present  fair
          saleable  value of the assets of such Person will, as of such date, be
          greater than the amount that will be required to pay the  liability of
          such Person on its debts as such debts  become  absolute  and matured,
          (c) such Person will not have, as of such date, an unreasonably  small
          amount of capital  with which to conduct  its  business,  and (d) such
          Person will be able to pay its debts as they  mature.  For purposes of
          this  definition,  (i) "debt" means  liability on a "claim",  and (ii)
          "claim" means any (x) right to payment, whether or not such a right is
          reduced to  judgment,  liquidated,  unliquidated,  fixed,  contingent,
          matured, unmatured, disputed, undisputed, legal, equitable, secured or
          unsecured  or  (y)  right  to  an  equitable   remedy  for  breach  of
          performance  if such breach gives rise to a right to payment,  whether
          or not such  right to an  equitable  remedy is  reduced  to  judgment,
          fixed, contingent, matured or unmatured, disputed, undisputed, secured
          or unsecured.

               "Specified  Change of Control":  a "Change of Control" as defined
          in the Senior Note Indenture.

               "Specified  Entities":  collectively,  any Wholly  Owned  Foreign
          Subsidiary, the Joint Ventures and Master Collectors.

               "Subsidiary":  as to  any  Person,  a  corporation,  partnership,
          limited  liability company or other entity of which shares of stock or
          other  ownership  interests  having  ordinary voting power (other than
          stock or such  other  ownership  interests  having  such power only by
          reason of the happening of a  contingency)  to elect a majority of the
          board of directors or other managers of such corporation,  partnership
          or other entity are at the time owned,  or the  management of which is
          otherwise  controlled,  directly  or  indirectly  through  one or more
          intermediaries,  or both, by such Person.  Unless otherwise qualified,
          all  references  to  a  "Subsidiary"  or  to  "Subsidiaries"  in  this
          Agreement  shall  (i) refer to a  Subsidiary  or  Subsidiaries  of the
          Borrower and (ii) exclude the Joint Ventures.

               "Subsidiary  Guarantor":  each  Subsidiary of the Borrower  other
          than any Excluded Foreign Subsidiary and Master
         Collectors.

               "Syndication Agent": as defined in the preamble hereto.

               "Total Revolving Credit Commitments":  at any time, the aggregate
          amount of the  Revolving  Credit  Commitments  at such time.  For each
          Dollar of Capital Lease  Obligations  incurred by the Borrower and its
          Subsidiaries  after  the  Closing  Date,  the Total  Revolving  Credit
          Commitments  shall be reduced by $0.50.  Any such  reduction  shall be
          made pro rata among the Revolving  Credit  Lenders  according to their
          respective Revolving Credit Percentages.

               "Total  Revolving   Extensions  of  Credit":  at  any  time,  the
          aggregate  amount  of  the  Revolving  Extensions  of  Credit  of  the
          Revolving Credit Lenders at such time.

               "Tranche B Term Loan":  as defined in Section 2.1. The  aggregate
          principal amount of each Lender's Tranche B Term
         Loans outstanding as of the Closing Date is set forth on Schedule 1.1A.

               "Tranche  B  Term  Loan  Commitment":   as  to  any  Lender,  the
          obligation  of such  Lender,  if any, to make a Tranche B Term Loan to
          the  Borrower  under  the  Existing  Credit  Agreement.  The  original
          aggregate  amount  of the  Tranche  B  Term  Loan  Commitments  on the
          Original Closing Date was $25,000,000.

               "Tranche B Term Loan  Lender":  each Lender which has a Tranche B
          Term Loan Commitment or which has made a Tranche B Term Loan.

               "Tranche B Term Loan  Percentage":  as to any Lender at any time,
          the percentage which such Lender's Tranche B Term Loan Commitment then
          constitutes of the aggregate  Tranche B Term Loan  Commitments (or, at
          any time after the Closing Date,  the  percentage  which the aggregate
          principal   amount  of  such  Lender's   Tranche  B  Term  Loans  then
          outstanding  constitutes  of the  aggregate  principal  amount  of the
          Tranche B Term Loans then outstanding).

               "Tranche C Term Loan": a term loan to the Borrower deemed to have
          been made under  Section 2.4 of the  Existing  Credit  Agreement.  The
          aggregate  principal  amount of each  Lender's  Tranche  C Term  Loans
          outstanding as of the Closing Date is set forth on Schedule 1.1A.

               "Tranche C Term Loan Lender":  each Lender which is the holder of
          a Tranche C Term Loan.

               "Tranche C Term Loan  Percentage":  as to any Lender at any time,
          the percentage  which the aggregate  principal amount of such Lender's
          Tranche C Term Loans then  outstanding  constitutes  of the  aggregate
          principal amount of the Tranche C Term Loans then outstanding.

               "Transferee": as defined in Section 10.15.

               "Type":  as to any  Loan,  its  nature  as a Base  Rate Loan or a
          Eurodollar Loan.  "Uniform Customs":  the Uniform Customs and Practice
          for  Documentary  Credits (1993  Revision),  International  Chamber of
          Commerce  Publication No. 500, as the same may be amended from time to
          time.

               "United States": the United States of America.

               "Wholly Owned Foreign Subsidiary": any Foreign Subsidiary that is
          a Wholly Owned Subsidiary.

               "Wholly Owned Subsidiary": as to any Person, any other Person all
          of the Capital Stock of which (other than directors' qualifying shares
          required by law) is owned by such Person directly and/or through other
          Wholly Owned Subsidiaries.

               "Wholly Owned  Subsidiary  Guarantor":  any Subsidiary  Guarantor
          that is a Wholly Owned Subsidiary of the Borrower.

1.2       Other Definitional Provisions. Unless otherwise specified therein, all
terms defined in this Agreement shall have the defined meanings when used in the
other Loan Documents or any  certificate or other document made or delivered
pursuant hereto or thereto.

          (a)  As  used  herein  and  in  the  other  Loan  Documents,  and  any
     certificate or other document made or delivered pursuant hereto or thereto,
     accounting  terms relating to Holdings,  the Borrower and its  Subsidiaries
     not defined in Section 1.1 and  accounting  terms partly defined in Section
     1.1, to the extent not defined, shall have the respective meanings given to
     them under GAAP.

          (b) The words "hereof",  "herein" and "hereunder" and words of similar
     import when used in this Agreement shall refer to this Agreement as a whole
     and  not to any  particular  provision  of  this  Agreement,  and  Section,
     Schedule and Exhibit  references  are to this  Agreement  unless  otherwise
     specified.

          (c) The  meanings  given  to terms  defined  herein  shall be  equally
     applicable to both the singular and plural forms of such terms.


                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1       Tranche B Term Loan Commitments and Tranche C Term Loans.

          (a) Each  Tranche B Term Loan  Lender  made a term loan (a  "Tranche B
     Term Loan") to the Borrower on the Original Closing Date.

          (b)  As  provided  for  in  Section  2.4(c)  of  the  Existing  Credit
     Agreement,  on the  Closing  Date there  shall be deemed to be  outstanding
     $3,450,000 of Tranche C Term Loans.

          (c) The Tranche B Term Loans and Tranche C Term Loans may from time to
     time be Eurodollar  Loans or Base Rate Loans, as determined by the Borrower
     and notified to the Administrative Agent in accordance with Section 2.11.

2.3       Repayment of Tranche B Term Loans and Tranche C Term Loans.

          (a) The Tranche B Term Loan of each  Tranche B Lender  shall mature in
     17 installments, commencing on March 31, 2000, each of which shall be in an
     amount equal to such Lender's Tranche B Term Loan Percentage  multiplied by
     the amount set forth below opposite such installment:

       Installment                                        Principal Amount
       ------------------                                ------------------
       March 31, 2000                                              62,500
       June 30, 2000                                               62,500
       September 30, 2000                                          62,500
       December 31, 2000                                           62,500
       March 31, 2001                                              62,500
       June 30, 2001                                               62,500
       September 30, 2001                                          62,500
       December 31, 2001                                           62,500
       March 31, 2002                                              62,500
       June 30, 2002                                               62,500
       September 30, 2002                                          62,500
       December 31, 2002                                           62,500
       March 31, 2003                                              62,500
       June 30, 2003                                               62,500
       September 30, 2003                                          62,500
       December 31, 2003                                           62,500
       January 28, 2004                                        17,500,000


          (b) The Tranche C Term Loan of each  Tranche C Lender  shall mature in
     14 consecutive  quarterly  installments,  commencing on September 30, 2000,
     each of which shall be in an amount equal to such  Lender's  Tranche C Term
     Loan  Percentage  multiplied  by the amount set forth below  opposite  such
     installment:

       Installment                                       Principal Amount
       -----------------                                 ------------------
       September 30, 2000                                        $250,000
       December 31, 2000                                          250,000
       March 31, 2001                                             250,000
       June 30, 2001                                              250,000
       September 30, 2001                                         250,000
       December 31,2001                                           250,000
       March 31, 2002                                             250,000
       June 30, 2002                                              250,000
       September 30, 2002                                         250,000
       December 31, 2002                                          250,000
       March 31, 2003                                             250,000
       June 30, 2003                                              250,000
       September 30, 2003                                         250,000
       December 31, 2003                                          200,000

2.4       Revolving  Credit  Commitments.

          (a) Subject to the terms and conditions hereof,  each Revolving Credit
     Lender severally agrees to make revolving credit loans  ("Revolving  Credit
     Loans")  to the  Borrower  from time to time  during the  Revolving  Credit
     Commitment  Period  in an  aggregate  principal  amount  at  any  one  time
     outstanding  which, when added to such Lender's Revolving Credit Percentage
     of the L/C Obligations then outstanding,  does not exceed the lesser of (i)
     the  amount of such  Lender's  Revolving  Credit  Commitment  and (ii) such
     Lender's  Revolving Credit Percentage of the Borrowing Base then in effect;
     provided that the aggregate  principal  amount of Revolving Credit Loans at
     any one time  outstanding  shall be further  governed  by  Section  2.4(e).
     During the  Revolving  Credit  Commitment  Period the  Borrower may use the
     Revolving Credit  Commitments by borrowing,  prepaying the Revolving Credit
     Loans in whole or in part,  and  reborrowing,  all in  accordance  with the
     terms and conditions  hereof.  The Revolving  Credit Loans may from time to
     time be Eurodollar  Loans or Base Rate Loans, as determined by the Borrower
     and notified to the  Administrative  Agent in accordance  with Sections 2.5
     and  2.11,  provided  that no  Revolving  Credit  Loan  shall  be made as a
     Eurodollar  Loan  after  the day that is one month  prior to the  Revolving
     Credit Termination Date.

          (b) The Borrower shall repay all outstanding Revolving Credit Loans on
     the Revolving Credit Termination Date.

          (c) If on any date the Total Revolving Extensions of Credit as of such
     date exceed the lesser of (i) the then  applicable  Borrowing Base and (ii)
     the Total  Revolving  Credit  Commitments  as of such date,  then,  without
     notice or demand,  the Borrower shall,  on such date,  prepay the Revolving
     Credit Loans and, if necessary, cash collateralize (on terms and conditions
     satisfactory  to the  Administrative  Agent)  the  Letters  of Credit in an
     aggregate principal amount equal to such excess.

          (d) Based on the most recent Borrowing Base  Certificate  delivered by
     the Borrower to the Collateral  Monitoring  Agent and on other  information
     available to the Collateral  Monitoring  Agent,  the Collateral  Monitoring
     Agent shall in its reasonable  credit judgment  determine which Accounts of
     the Borrower and its Subsidiaries shall be "Eligible Accounts" for purposes
     of this  Agreement.  In  determining  whether a  particular  Account of the
     Borrower  or  its  Subsidiaries   constitutes  an  Eligible  Account,   the
     Collateral Monitoring Agent shall not include any such Account to which any
     of the  exclusionary  criteria  set  forth in the  definition  of  Eligible
     Accounts  applies.  The Collateral  Monitoring Agent reserves the right, at
     any  time  and from  time to time  after  the  Closing  Date  upon ten (10)
     Business  Days' prior written  notice to the  Borrower,  to adjust any such
     criteria,  to  establish  new  criteria and to adjust the Advance Rate with
     respect to Eligible Accounts.  Any such adjustment or establishment will be
     made  in the  Collateral  Monitoring  Agent's  reasonable  credit  judgment
     exercised in a manner which is customary  either in the commercial  finance
     industry or in the lending  practices of the  Collateral  Monitoring  Agent
     and/or the  Lenders,  subject to the approval of the Lenders in the case of
     adjustments  or new  criteria or changes in the Advance Rate which have the
     effect of making more credit available.

          (e) The  Borrower may only borrow  Revolving  Credit Loans (other than
     Revolving Credit Loans then outstanding which were previously made pursuant
     to this Section  2.4(e)) in an aggregate  principal  amount at any one time
     outstanding in excess of $6,000,000 in accordance  with this Section 2.4(e)
     (any such Revolving Credit Loans  hereinafter being referred to as "Section
     2.4(e)  Revolving  Credit Loans").  At any time that the Borrower wishes to
     make a borrowing of Section 2.4(e) Revolving Credit Loans, it shall provide
     invoices and any other requested documentation to the Administrative Agent,
     in the  Administrative  Agent's  reasonable credit judgment  exercised in a
     manner which is customary  either in the commercial  finance industry or in
     the lending  practices  of the  Administrative  Agent  and/or the  Lenders,
     evidencing the fact that such Section 2.4(e)  Revolving  Credit Loans shall
     be used solely to purchase  machinery  and  equipment.  The  Administrative
     Agent shall in its sole discretion  determine whether or not such requested
     Section 2.4(e)  Revolving Credit Loans meet the usage criteria set forth in
     the preceding  sentence.  The Borrower shall provide the invoices and other
     requested  documentation  and  the  Administrative  Agent  shall  make  its
     determination prior to the giving of any notice by the Borrower pursuant to
     Section 2.5. 1.1 Procedure for Revolving Credit Borrowing. The Borrower may
     borrow under the Revolving Credit  Commitments  during the Revolving Credit
     Commitment  Period on any Business Day,  provided  that the Borrower  shall
     give the  Administrative  Agent  irrevocable  notice  (which notice must be
     received by the Administrative Agent (a) prior to 12:00 Noon, New York City
     time,  three  Business Days prior to the requested  Borrowing  Date, in the
     case of Eurodollar  Loans,  or (b) prior to 10:00 A.M., New York City time,
     on the  requested  Borrowing  Date,  in  the  case  of  Base  Rate  Loans),
     specifying  (i)  the  amount  and  Type of  Revolving  Credit  Loans  to be
     borrowed,  (ii)  the  requested  Borrowing  Date  and  (iii) in the case of
     Eurodollar Loans, the length of the initial Interest Period therefor.  Each
     borrowing  under the  Revolving  Credit  Commitments  shall be in an amount
     equal to (x) in the case of Base Rate Loans,  $500,000 or a whole  multiple
     of  $100,000  in  excess  thereof  (or,  if the  then  aggregate  Available
     Revolving  Credit  Commitments are less than $500,000,  such lesser amount)
     and (y) in the case of Eurodollar Loans,  $5,000,000 or a whole multiple of
     $1,000,000  in excess  thereof.  Upon  receipt of any such  notice from the
     Borrower,  the  Administrative  Agent shall promptly  notify each Revolving
     Credit Lender thereof. Each Revolving Credit Lender will make the amount of
     its pro rata share of each borrowing available to the Administrative  Agent
     for the account of the Borrower at the Funding  Office prior to 12:00 Noon,
     New York City time,  on the  Borrowing  Date  requested  by the Borrower in
     funds  immediately  available to the  Administrative  Agent. Such borrowing
     will then be made available to the Borrower by the Administrative  Agent in
     like funds as received by the Administrative Agent.

2.6       Repayment of Loans;  Evidence of Debt.

          (a)  The  Borrower  hereby  unconditionally  promises  to  pay  to the
     Administrative  Agent for the account of the appropriate  Revolving  Credit
     Lender, Tranche B Term Loan Lender or Tranche C Lender, as the case may be,
     (i) the then unpaid  principal amount of each Revolving Credit Loan of such
     Revolving  Credit Lender on the Revolving  Credit  Termination  Date (or on
     such  earlier  date on which the Loans  become due and payable  pursuant to
     Section  8) and (ii) the  principal  amount of each  Tranche B Term Loan of
     such  Tranche  B  Term  Loan  Lender  in  installments   according  to  the
     amortization  schedule set forth in Section 2.3(a) (or on such earlier date
     on which the Loans become due and payable  pursuant to Section 8) and (iii)
     the  principal  amount of each  Tranche C Term Loan of such  Tranche C Term
     Loan Lender in  installments  according  to the  amortization  schedule set
     forth in Section  2.3(b) (or on such earlier date on which the Loans become
     due and payable  pursuant to Section 8). The Borrower hereby further agrees
     to pay  interest on the unpaid  principal  amount of the Loans from time to
     time  outstanding from the date hereof until payment in full thereof at the
     rates per annum, and on the dates, set forth in Section 2.13.

          (b) Each Lender shall  maintain in accordance  with its usual practice
     an account or  accounts  evidencing  indebtedness  of the  Borrower to such
     Lender resulting from each Loan of such Lender from time to time, including
     the amounts of principal and interest  payable and paid to such Lender from
     time to time under this Agreement.

          (c)  The  Administrative  Agent,  on  behalf  of the  Borrower,  shall
     maintain the Register pursuant to Section 10.6(d), and a subaccount therein
     for each  Lender,  in which shall be  recorded  (i) the amount of each Loan
     made hereunder and any Note evidencing such Loan, the Type thereof and each
     Interest  Period  applicable  thereto,  (ii) the amount of any principal or
     interest  due and payable or to become due and payable from the Borrower to
     each Lender  hereunder and (iii) both the amount of any sum received by the
     Administrative  Agent  hereunder  from the Borrower and each Lender's share
     thereof.

          (d) The entries  made in the  Register and the accounts of each Lender
     maintained  pursuant to Section  2.6(c) shall,  to the extent  permitted by
     applicable law, be prima facie evidence of the existence and amounts of the
     obligations of the Borrower therein recorded;  provided,  however, that the
     failure of any Lender or the Administrative  Agent to maintain the Register
     or any such account,  or any error therein,  shall not in any manner affect
     the  obligation  of the Borrower to repay (with  applicable  interest)  the
     Loans made to the Borrower by such Lender in  accordance  with the terms of
     this Agreement.

          (e) The Borrower agrees that,  upon the request to the  Administrative
     Agent by any Lender, the Borrower will execute and deliver to such Lender a
     promissory  note of the  Borrower  evidencing  any  Tranche  B Term  Loans,
     Tranche C Term Loans or Revolving Credit Loans, as the case may be, of such
     Lender,  substantially in the forms of Exhibit F-1(in the case of Tranche B
     Term  Loans  and  Tranche C Term  Loans)  or F-2 (in the case of  Revolving
     Credit Loans),  respectively,  with  appropriate  insertions as to date and
     principal amount.

2.7       Commitment Fees, etc.

          (a) The  Borrower  agrees to pay to the  Administrative  Agent for the
     account of each  Revolving  Credit  Lender a commitment  fee for the period
     from and including the Closing Date to the last day of the Revolving Credit
     Commitment Period, computed at the Commitment Fee Rate on the average daily
     amount of the Available  Revolving Credit  Commitment of such Lender during
     the period for which payment is made,  payable  quarterly in arrears on the
     last day of each March,  June,  September and December and on the Revolving
     Credit  Termination  Date,  commencing  on the first of such dates to occur
     after the date hereof.

          (b) The Borrower  agrees to pay to the  Syndication  Agent the fees in
     the  amounts  and on the  dates  previously  agreed  to in  writing  by the
     Borrower and the Syndication Agent.

          (c) The  Borrower  agrees to pay to the  Administrative  Agent and the
     Collateral  Monitoring  Agent the fees in the amounts and on the dates from
     time to time agreed to in writing by the  Borrower  and the  Administrative
     Agent.

2.8       Termination or Reduction of Revolving Credit Commitments.

          The Borrower  shall have the right,  upon not less than three Business
     Days' notice to the Administrative Agent, to terminate the Revolving Credit
     Commitments  or, from time to time,  to reduce the amount of the  Revolving
     Credit  Commitments;  provided  that no such  termination  or  reduction of
     Revolving  Credit  Commitments  shall be permitted  if, after giving effect
     thereto and to any  prepayments  of the Revolving  Credit Loans made on the
     effective  date  thereof,  the Total  Revolving  Extensions of Credit would
     exceed the Total Revolving Credit Commitments.  Any such reduction shall be
     in an amount equal to $500,000,  or a whole  multiple of $100,000 in excess
     thereof, and shall reduce permanently the Revolving Credit Commitments then
     in effect.

2.9       Optional  Prepayments.

          The  Borrower  may at any time and from time to time prepay the Loans,
     in whole or in part,  without premium or penalty,  upon irrevocable  notice
     delivered to the  Administrative  Agent at least three  Business Days prior
     thereto in the case of Eurodollar Loans and at least one Business Day prior
     thereto in the case of Base Rate Loans, which notice shall specify the date
     and amount of prepayment and whether the prepayment is of Eurodollar  Loans
     or Base Rate Loans;  provided,  that if a Eurodollar Loan is prepaid on any
     day other than the last day of the Interest Period applicable thereto,  the
     Borrower  shall also pay any amounts owing  pursuant to Section 2.19.  Upon
     receipt of any such notice the  Administrative  Agent shall promptly notify
     each  relevant  Lender  thereof.  If any such  notice is given,  the amount
     specified  in such notice  shall be due and  payable on the date  specified
     therein,  together with (except in the case of Revolving Credit Loans which
     are Base Rate Loans) accrued  interest to such date on the amount  prepaid.
     Partial  prepayments  of  Tranche B Term  Loans,  Tranche C Term  Loans and
     Revolving  Credit  Loans  shall  be in an  aggregate  principal  amount  of
     $500,000 or a whole multiple of $100,000 in excess thereof.

2.10 Mandatory  Prepayments  and  Commitment  Reductions.

          (a) Unless the Required  Prepayment  Lenders shall otherwise agree, if
     any Indebtedness shall be incurred by Holdings,  the Borrower or any of its
     Subsidiaries  (excluding any Indebtedness  permitted by Section 7.2 of this
     Agreement),  an amount equal to 100% of the Net Cash Proceeds thereof shall
     be applied on the date of such issuance or incurrence toward the prepayment
     of the Tranche B Term Loans and the Tranche C Term Loans and the  reduction
     of the Revolving Credit Commitments as set forth in Section 2.10(d).

          (b) Unless the Required  Prepayment  Lenders shall otherwise agree, if
     on any date Holdings, the Borrower or any of its Subsidiaries shall receive
     Net Cash  Proceeds  from any Asset Sale or Recovery  Event  then,  unless a
     Reinvestment  Notice shall be delivered in respect  thereof,  such Net Cash
     Proceeds shall be applied on such date toward the prepayment of the Tranche
     B Term  Loans  and  the  Tranche  C Term  Loans  and the  reduction  of the
     Revolving  Credit  Commitments as set forth in Section  2.10(d);  provided,
     that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of
     Asset Sales and  Recovery  Events that may be excluded  from the  foregoing
     requirement  pursuant to a Reinvestment  Notice shall not exceed $3,000,000
     in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment
     Date, an amount equal to the Reinvestment Prepayment Amount with respect to
     the relevant  Reinvestment  Event shall be applied toward the prepayment of
     the Tranche B Term Loans and Tranche C Term Loans and the  reduction of the
     Revolving Credit Commitments as set forth in Section 2.10(d).

          (c) Unless the Required  Prepayment Lenders shall otherwise agree, if,
     for any fiscal year of the Borrower  commencing with the fiscal year ending
     December 31, 1998,  there shall be Excess Cash Flow, the Borrower shall, on
     the relevant Excess Cash Flow Application Date, apply the ECF Percentage of
     such Excess Cash Flow toward the prepayment of the Tranche B Term Loans and
     Tranche C Term Loans and the reduction of the Revolving Credit  Commitments
     as set forth in  Section  2.10(d).  Each  such  prepayment  and  commitment
     reduction shall be made on a date (an "Excess Cash Flow Application  Date")
     no later  than five days  after  the  earlier  of (i) the date on which the
     financial statements of the Borrower referred to in Section 6.1(a), for the
     fiscal year with respect to which such  prepayment is made, are required to
     be delivered to the Lenders and (ii) the date such financial statements are
     actually delivered.

          (d)  Amounts  to  be  applied  in  connection  with   prepayments  and
     Commitment  reductions  made  pursuant  to Section  2.10 shall be  applied,
     first,  to the prepayment of the Tranche C Term Loans and,  second,  to the
     prepayment  of the Tranche B Term Loans,  and third,  except in the case of
     Section 2.10(c),  to reduce  permanently the Revolving Credit  Commitments.
     Any such reduction of the Revolving Credit Commitments shall be accompanied
     by prepayment of the Revolving Credit Loans to the extent, if any, that the
     Total  Revolving  Extensions  of  Credit  exceed  the  amount  of the Total
     Revolving Credit Commitments as so reduced,  provided that if the aggregate
     principal  amount of Revolving  Credit Loans then  outstanding is less than
     the amount of such excess  (because  L/C  Obligations  constitute a portion
     thereof),  the Borrower shall, to the extent of the balance of such excess,
     replace outstanding Letters of Credit and/or deposit an amount in cash in a
     cash collateral account  established with the Administrative  Agent for the
     benefit  of  the  Lenders  on  terms  and  conditions  satisfactory  to the
     Administrative Agent. The application of any prepayment pursuant to Section
     2.10 shall be made first to Base Rate Loans and second to Eurodollar Loans.
     Each  prepayment  of the Loans under  Section  2.10  (except in the case of
     Revolving  Credit Loans that are Base Rate Loans) shall be  accompanied  by
     accrued interest to the date of such prepayment on the amount prepaid.

2.11      Conversion  and  Continuation  Options.

          (a) The  Borrower  may elect from time to time to  convert  Eurodollar
     Loans to Base Rate  Loans by giving the  Administrative  Agent at least two
     Business Days' prior irrevocable notice of such election, provided that any
     such conversion of Eurodollar  Loans may only be made on the last day of an
     Interest Period with respect  thereto.  The Borrower may elect from time to
     time to  convert  Base  Rate  Loans  to  Eurodollar  Loans  by  giving  the
     Administrative Agent at least three Business Days' prior irrevocable notice
     of such  election  (which  notice  shall  specify the length of the initial
     Interest  Period  therefor),  provided  that  no  Base  Rate  Loan  under a
     particular  Facility may be converted  into a Eurodollar  Loan (i) when any
     Event of Default has  occurred  and is  continuing  and the  Administrative
     Agent or the Majority  Facility  Lenders in respect of such  Facility  have
     determined in its or their sole  discretion not to permit such  conversions
     or (ii)  after  the date that is one  month  prior to the  final  scheduled
     termination  or maturity  date of such  Facility.  Upon receipt of any such
     notice the Administrative  Agent shall promptly notify each relevant Lender
     thereof.

          (b) Any  Eurodollar  Loan may be continued as such upon the expiration
     of the then current  Interest  Period with respect  thereto by the Borrower
     giving irrevocable  notice to the Administrative  Agent, in accordance with
     the  applicable  provisions  of the term  "Interest  Period"  set  forth in
     Section 1.1 of the length of the next  Interest  Period to be applicable to
     such Loans,  provided that no Eurodollar  Loan under a particular  Facility
     may be  continued as such (i) when any Event of Default has occurred and is
     continuing  and  the  Administrative  Agent  has or the  Majority  Facility
     Lenders in respect of such  Facility  have  determined in its or their sole
     discretion not to permit such  continuations or (ii) after the date that is
     one month prior to the final scheduled termination or maturity date of such
     Facility,  and provided,  further,  that if the Borrower shall fail to give
     any  required  notice  as  described  above  in this  paragraph  or if such
     continuation is not permitted  pursuant to the preceding proviso such Loans
     shall be automatically converted to Base Rate Loans on the last day of such
     then  expiring  Interest  Period.  Upon  receipt  of any  such  notice  the
     Administrative Agent shall promptly notify each relevant Lender thereof.

2.12      Minimum Amounts and Maximum Number of Eurodollar  Tranches.

          Notwithstanding  anything  to the  contrary  in  this  Agreement,  all
     borrowings,   conversions,   continuations  and  optional   prepayments  of
     Eurodollar Loans hereunder and all selections of Interest Periods hereunder
     shall be in such  amounts and be made  pursuant to such  elections so that,
     (a) after giving  effect  thereto,  the aggregate  principal  amount of the
     Eurodollar  Loans  comprising  each  Eurodollar  Tranche  shall be equal to
     $5,000,000 or a whole  multiple of $1,000,000 in excess  thereof and (b) no
     more than six Eurodollar Tranches shall be outstanding at any one time.

2.13      Interest Rates and Payment Dates.

          (a) Each  Eurodollar Loan shall bear interest for each day during each
     Interest  Period  with  respect  thereto  at a rate per annum  equal to the
     Eurodollar Rate determined for such day plus the Applicable Margin.

          (b) Each Base Rate Loan shall bear  interest at a rate per annum equal
     to the Base Rate plus the Applicable Margin.

          (c) (i) If all or a  portion  of the  principal  amount of any Loan or
     Reimbursement  Obligation shall not be paid when due (whether at the stated
     maturity,  by  acceleration  or  otherwise),   all  outstanding  Loans  and
     Reimbursement Obligations (whether or not overdue) shall bear interest at a
     rate per  annum  which is equal to (x) in the case of the  Loans,  the rate
     that would  otherwise  be  applicable  thereto  pursuant  to the  foregoing
     provisions of this Section 2.13 plus 2% or (y) in the case of Reimbursement
     Obligations,  the rate  applicable  to Base Rate Loans under the  Revolving
     Credit  Facility  plus 2%,  and (ii) if all or a  portion  of any  interest
     payable on any Loan or  Reimbursement  Obligation or any  commitment fee or
     other amount payable  hereunder  shall not be paid when due (whether at the
     stated maturity,  by acceleration or otherwise),  such overdue amount shall
     bear interest at a rate per annum equal to the rate applicable to Base Rate
     Loans  under the  relevant  Facility  plus 2% (or,  in the case of any such
     other  amounts that do not relate to a particular  Facility,  the Base Rate
     plus 4%), in each case,  with  respect to clauses (i) and (ii) above,  from
     the date of such  non-payment  until  such  amount is paid in full (as well
     after as before judgment).

          (d)  Interest  shall be payable in  arrears on each  Interest  Payment
     Date,  provided  that interest  accruing  pursuant to paragraph (c) of this
     Section 2.13 shall be payable from time to time on demand.

2.14      Computation of Interest and Fees.

          (a) Interest,  fees and commissions  payable  pursuant hereto shall be
     calculated  on the basis of a 360-day  year for the  actual  days  elapsed,
     except that,  with respect to Base Rate Loans the rate of interest on which
     is calculated on the basis of the Prime Rate, the interest thereon shall be
     calculated  on the basis of a 365- (or  366-,  as the case may be) day year
     for the actual  days  elapsed.  The  Administrative  Agent shall as soon as
     practicable   notify  the  Borrower  and  the  relevant   Lenders  of  each
     determination  of a Eurodollar  Rate.  Any change in the interest rate on a
     Loan resulting from a change in the Base Rate or the  Eurocurrency  Reserve
     Requirements  shall  become  effective as of the opening of business on the
     day on which such change becomes effective.  The Administrative Agent shall
     as soon as practicable  notify the Borrower and the relevant Lenders of the
     effective date and the amount of each such change in interest rate.

          (b) Each determination of an interest rate by the Administrative Agent
     pursuant to any provision of this Agreement shall be conclusive and binding
     on the  Borrower  and the  Lenders in the absence of  manifest  error.  The
     Administrative Agent shall, at the request of the Borrower,  deliver to the
     Borrower a statement  showing  the  quotations  used by the  Administrative
     Agent in determining any interest rate pursuant to Section 2.13(a).

2.15      Inability to Determine Interest Rate.

          If prior to the first day of any Interest Period:

          (a)  the   Administrative   Agent   shall   have   determined   (which
     determination  shall be conclusive and binding upon the Borrower)  that, by
     reason  of  circumstances  affecting  the  relevant  market,  adequate  and
     reasonable means do not exist for ascertaining the Eurodollar Rate for such
     Interest Period, or

          (a) the  Administrative  Agent  shall have  received  notice  from the
     Majority  Facility  Lenders in respect of the  relevant  Facility  that the
     Eurodollar  Rate  determined or to be determined  for such Interest  Period
     will  not  adequately  and  fairly  reflect  the cost to such  Lenders  (as
     conclusively  certified  by such  Lenders) of making or  maintaining  their
     affected Loans during such Interest Period,

          the  Administrative  Agent shall give  telecopy or  telephonic  notice
     thereof to the  Borrower and the  relevant  Lenders as soon as  practicable
     thereafter.  If such  notice is given (x) any  Eurodollar  Loans  under the
     relevant  Facility  requested to be made on the first day of such  Interest
     Period  shall be made as Base Rate Loans,  (y) any Loans under the relevant
     Facility that were to have been converted on the first day of such Interest
     Period to  Eurodollar  Loans shall be  continued as Base Rate Loans and (z)
     any  outstanding  Eurodollar  Loans under the  relevant  Facility  shall be
     converted,  on the last day of the then current  Interest  Period,  to Base
     Rate Loans.  Until such  notice has been  withdrawn  by the  Administrative
     Agent,  no further  Eurodollar  Loans under the relevant  Facility shall be
     made or continued as such, nor shall the Borrower have the right to convert
     Loans under the relevant Facility to Eurodollar Loans.

2.16      Pro Rata  Treatment  and Payments.

          (a) Each  borrowing by the Borrower from the Lenders  hereunder,  each
     payment by the Borrower on account of any  commitment fee and any reduction
     of the Commitments of the Lenders shall be made according to the respective
     Tranche B Term Loan  Percentages or Revolving  Credit  Percentages,  as the
     case may be, of the relevant Lenders.

          (b) Each  payment  (including  each  prepayment)  by the  Borrower  on
     account of  principal  of and  interest on the Tranche B Term Loans and the
     Tranche C Term Loans  shall be made pro rata  according  to the  respective
     outstanding  principal  amounts of the  Tranche B Term Loans and  Tranche C
     Term Loans then held by the  Tranche B Term Loan  Lenders and the Tranche C
     Term  Loan  Lenders,  as the  case may be.  The  amount  of each  principal
     prepayment  of the  Tranche B Term Loans and the Tranche C Term Loans shall
     be applied to reduce the then remaining  installments of the Tranche B Term
     Loans and  Tranche  C Term  Loans pro rata  based  upon the then  remaining
     principal amount thereof.  Amounts prepaid on account of the Tranche B Term
     Loans and Tranche C Term Loans may not be reborrowed.

          (c) Each  payment  (including  each  prepayment)  by the  Borrower  on
     account of principal of and interest on the Revolving Credit Loans shall be
     made pro rata according to the respective  outstanding principal amounts of
     the Revolving Credit Loans then held by the Revolving Credit Lenders.

          (d) All payments  (including  prepayments)  to be made by the Borrower
     hereunder,  whether on account of principal,  interest,  fees or otherwise,
     shall be made  without  setoff or  counterclaim  and shall be made prior to
     12:00  Noon,   New  York  City  time,  on  the  due  date  thereof  to  the
     Administrative  Agent,  for the  account  of the  Lenders,  at the  Payment
     Office, in Dollars and in immediately  available funds. The  Administrative
     Agent shall  distribute such payments to the Lenders  promptly upon receipt
     in like funds as received. If any payment hereunder (other than payments on
     the  Eurodollar  Loans)  becomes  due and  payable  on a day  other  than a
     Business  Day,  such  payment  shall be  extended  to the  next  succeeding
     Business  Day. If any payment on a Eurodollar  Loan becomes due and payable
     on a day other than a Business Day, the maturity  thereof shall be extended
     to the next  succeeding  Business  Day unless the result of such  extension
     would be to extend such payment into another calendar month, in which event
     such payment shall be made on the  immediately  preceding  Business Day. In
     the case of any  extension  of any  payment of  principal  pursuant  to the
     preceding  two  sentences,  interest  thereon  shall be payable at the then
     applicable rate during such extension.

          (e) Unless  the  Administrative  Agent  shall  have been  notified  in
     writing by any Lender  prior to a borrowing  that such Lender will not make
     the amount that would  constitute its share of such borrowing  available to
     the  Administrative  Agent, the  Administrative  Agent may assume that such
     Lender is making such amount available to the Administrative Agent, and the
     Administrative Agent may, in reliance upon such assumption,  make available
     to the  Borrower  a  corresponding  amount.  If  such  amount  is not  made
     available to the Administrative Agent by the required time on the Borrowing
     Date  therefor,  such  Lender  shall pay to the  Administrative  Agent,  on
     demand,  such  amount  with  interest  thereon at a rate equal to the daily
     average Federal Funds Effective Rate for the period until such Lender makes
     such  amount  immediately   available  to  the   Administrative   Agent.  A
     certificate  of the  Administrative  Agent  submitted  to any  Lender  with
     respect to any amounts owing under this Section 2.16(e) shall be conclusive
     in the absence of manifest  error. If such Lender's share of such borrowing
     is not made  available to the  Administrative  Agent by such Lender  within
     three Business Days of such Borrowing Date, the Administrative  Agent shall
     also be entitled to recover such amount with  interest  thereon at the rate
     per annum  applicable  to Base Rate Loans under the relevant  Facility,  on
     demand, from the Borrower.

          (f) Unless  the  Administrative  Agent  shall  have been  notified  in
     writing  by the  Borrower  prior  to the  date of any  payment  being  made
     hereunder   that  the   Borrower   will  not  make  such   payment  to  the
     Administrative Agent, the Administrative Agent may assume that the Borrower
     is making such payment,  and the Administrative Agent may, but shall not be
     required  to, in  reliance  upon such  assumption,  make  available  to the
     Lenders their respective pro rata shares of a corresponding amount. If such
     payment  is not made to the  Administrative  Agent by the  Borrower  within
     three Business Days of such required date, the  Administrative  Agent shall
     be  entitled to  recover,  on demand,  from each Lender to which any amount
     which was made available  pursuant to the preceding  sentence,  such amount
     with  interest  thereon  at the rate per annum  equal to the daily  average
     Federal Funds Effective  Rate.  Nothing herein shall be deemed to limit the
     rights of the Administrative Agent or any Lender against the Borrower.

2.17       Requirements of Law.

          (a) If the adoption of or any change in any  Requirement  of Law or in
     the interpretation or application  thereof or compliance by any Lender with
     any request or directive  (whether or not having the force of law) from any
     central bank or other  Governmental  Authority made  subsequent to the date
     hereof:

               (i) shall  subject  any Lender to any tax of any kind  whatsoever
          with respect to this Agreement,  any Letter of Credit, any Application
          or any Eurodollar  Loan made by it, or change the basis of taxation of
          payments to such Lender in respect  thereof  (except for  Non-Excluded
          Taxes  covered by Section  2.18 and  changes in the rate of tax on, or
          the establishment of a tax based on, the net income of such Lender);

               (ii) shall impose, modify or hold applicable any reserve, special
          deposit,  compulsory loan or similar  requirement  against assets held
          by, deposits or other  liabilities in or for the account of, advances,
          loans or other  extensions of credit by, or any other  acquisition  of
          funds by, any office of such Lender which is not otherwise included in
          the determination of the Eurodollar Rate hereunder; or

               (iii) shall impose on such Lender any other condition;

          and the result of any of the foregoing is to increase the cost to such
          Lender,  by an amount  which  such  Lender  deems to be  material,  of
          making, converting into, continuing or maintaining Eurodollar Loans or
          issuing or participating in Letters of Credit, or to reduce any amount
          receivable  hereunder in respect thereof,  then, in any such case, the
          Borrower  shall  promptly  pay  such  Lender,  upon  its  demand,  any
          additional  amounts  necessary  to  compensate  such  Lender  for such
          increased  cost or reduced  amount  receivable.  If any Lender becomes
          entitled to claim any  additional  amounts  pursuant  to this  Section
          2.17,  it  shall  promptly  notify  the  Borrower  (with a copy to the
          Administrative Agent) of the event by reason of which it has become so
          entitled.

          (b) If any Lender  shall have  determined  that the adoption of or any
     change in any  Requirement  of Law  regarding  capital  adequacy  or in the
     interpretation  or application  thereof or compliance by such Lender or any
     corporation controlling such Lender with any request or directive regarding
     capital  adequacy  (whether  or not  having  the  force  of law)  from  any
     Governmental  Authority  made  subsequent to the date hereof shall have the
     effect  of  reducing   the  rate  of  return  on  such   Lender's  or  such
     corporation's  capital as a  consequence  of its  obligations  hereunder or
     under or in  respect  of any  Letter of Credit to a level  below that which
     such Lender or such corporation  could have achieved but for such adoption,
     change or  compliance  (taking  into  consideration  such  Lender's or such
     corporation's  policies  with  respect  to capital  adequacy)  by an amount
     deemed  by such  Lender  to be  material,  then  from  time to time,  after
     submission   by  such  Lender  to  the   Borrower   (with  a  copy  to  the
     Administrative Agent) of a written request therefor, the Borrower shall pay
     to such Lender such  additional  amount or amounts as will  compensate such
     Lender for such reduction.

          (c) A certificate as to any  additional  amounts  payable  pursuant to
     this Section  submitted  by any Lender to the Borrower  (with a copy to the
     Administrative Agent) shall be conclusive in the absence of manifest error.
     The obligations of the Borrower  pursuant to this Section shall survive the
     termination  of this  Agreement  and the payment of the Loans and all other
     amounts payable hereunder.

2.18      Taxes.

          (a) All payments made by the Borrower  under this  Agreement  shall be
     made free and clear of, and  without  deduction  or  withholding  for or on
     account of, any present or future  income,  stamp or other  taxes,  levies,
     imposts,  duties,  charges,  fees,  deductions  or  withholdings,   now  or
     hereafter  imposed,  levied,   collected,   withheld  or  assessed  by  any
     Governmental  Authority,  excluding  net income taxes and  franchise  taxes
     (imposed in lieu of net income taxes) imposed on any Agent or any Lender as
     a result  of a present  or former  connection  between  such  Agent or such
     Lender and the jurisdiction of the Governmental Authority imposing such tax
     or any 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 enforced,  this Agreement or any other Loan Document). If
     any such  non-excluded  taxes,  levies,  imposts,  duties,  charges,  fees,
     deductions  or  withholdings  ("Non-Excluded  Taxes")  or Other  Taxes  are
     required to be withheld from any amounts payable to any Agent or any Lender
     hereunder,  the  amounts so payable to such Agent or such  Lender  shall be
     increased  to the extent  necessary  to yield to such Agent or such  Lender
     (after payment of all  Non-Excluded  Taxes and Other Taxes) interest or any
     such  other  amounts  payable  hereunder  at the  rates  or in the  amounts
     specified in this Agreement, provided, however, that the Borrower shall not
     be required to increase any such amounts payable to any Lender with respect
     to any  Non-Excluded  Taxes  (i) that  are  attributable  to such  Lender's
     failure to comply with the  requirements  of  paragraph  (d) or (e) of this
     Section,  (ii) that are United States  withholding taxes imposed on amounts
     payable  to such  Lender  at the time the  Lender  becomes  a party to this
     Agreement,  except to the extent that such  Lender's  assignor (if any) was
     entitled, at the time of assignment, to receive additional amounts from the
     Borrower  with  respect  to such  Non-Excluded  Taxes  pursuant  to Section
     2.18(a) or (iii) that are imposed solely as a result of action taken by the
     Lender.

          (b) In  addition,  the  Borrower  shall  pay any  Other  Taxes  to the
     relevant Governmental Authority in accordance with applicable law.

          (c) Whenever any Non-Excluded  Taxes or Other Taxes are payable by the
     Borrower, as promptly as possible thereafter the Borrower shall send to the
     Administrative  Agent for the account of the relevant  Agent or Lender,  as
     the case may be, a certified copy of an original  official receipt received
     by the Borrower showing payment  thereof.  If the Borrower fails to pay any
     Non-Excluded  Taxes  or Other  Taxes  when  due to the  appropriate  taxing
     authority  or fails to remit to the Agents the  required  receipts or other
     required   documentary   evidence,   the  Borrower   shall   indemnify  the
     Administrative Agent and the Lenders for any incremental taxes, interest or
     penalties that may become payable by any Agent or any Lender as a result of
     any such  failure.  The  agreements  in this Section 2.18 shall survive the
     termination  of this  Agreement  and the payment of the Loans and all other
     amounts payable hereunder.

          (d) Each Lender (or  Transferee)  that is not a U.S. Person as defined
     in Section  7701(a)(30) of the Code (a "Non-U.S.  Lender") shall deliver to
     the  Borrower  and  the  Administrative   Agent  (or,  in  the  case  of  a
     Participant,  to the Lender from which the related participation shall have
     been  purchased) two copies of either U.S.  Internal  Revenue  Service Form
     1001 or Form 4224, or, in the case of a Non-U.S.  Lender claiming exemption
     from U.S.  federal  withholding  tax under Section  871(h) or 881(c) of the
     Code  with  respect  to  payments  of  "portfolio   interest"  a  statement
     substantially  in the form of Exhibit H and a Form W-8,  or any  subsequent
     versions thereof or successors thereto properly completed and duly executed
     by such Non-U.S. Lender claiming complete exemption from, or a reduced rate
     of, U.S. federal withholding tax on all payments by the Borrower under this
     Agreement  and the other Loan  Documents.  Such forms shall be delivered by
     each  Non-U.S.  Lender  on or  before  the date it  becomes a party to this
     Agreement (or, in the case of any  Participant,  on or before the date such
     Participant  purchases  the  related  participation).   In  addition,  each
     Non-U.S.  Lender shall deliver such forms promptly upon the obsolescence or
     invalidity of any form previously  delivered by such Non-U.S.  Lender. Each
     Non-U.S.  Lender  shall  promptly  notify  the  Borrower  at  any  time  it
     determines  that it is no longer in a position  to provide  any  previously
     delivered  certificate to the Borrower (or any other form of  certification
     adopted by the U.S. taxing  authorities for such purpose).  Notwithstanding
     any other provision of this Section 2.18(d), a Non-U.S. Lender shall not be
     required to deliver any form  pursuant to this  Section  2.18(d)  that such
     Non-U.S. Lender is not legally able to deliver.

          (e) A Lender that is entitled to an exemption from or reduction of any
     other tax with respect to payments  under this  Agreement  shall deliver to
     the  Borrower  (with a copy to the  Administrative  Agent),  at the time or
     times prescribed by applicable law or reasonably requested by the Borrower,
     such properly completed and executed documentation prescribed by applicable
     law as will permit such  payments to be made  without  withholding  or at a
     reduced rate,  provided  that such Lender is legally  entitled to complete,
     execute and deliver  such  documentation  and in such  Lender's  reasonable
     judgment  such  completion,  execution or submission  would not  materially
     prejudice the legal position of such Lender.

          (f) If the Administrative Agent or any Lender (or Transferee) receives
     a refund in respect of  Non-Excluded  Taxes paid by the Borrower,  which in
     the good faith  judgment of such Lender is  allocable to such  payment,  it
     shall promptly pay such refund, together with any other amounts paid by the
     Borrower  in  connection  with such  refunded  Non-Excluded  Taxes,  to the
     Borrower,  net of all  out-of-pocket  expenses of such  Lender  incurred in
     obtaining  such refund,  provided,  however,  that the  Borrower  agrees to
     promptly return such refund to the  Administrative  Agent or the applicable
     Lender (or Transferee),  as the case may be, if it receives notice from the
     Administrative  Agent  or  applicable  Lender  (or  Transferee)  that  such
     Administrative  Agent or Lender (or  Transferee)  is required to repay such
     refund.

2.19       Indemnity.

               The  Borrower  agrees to  indemnify  each Lender and to hold each
          Lender harmless from any loss or expense which such Lender may sustain
          or incur as a  consequence  of (a) default by the Borrower in making a
          borrowing of,  conversion  into or  continuation  of Eurodollar  Loans
          after  the  Borrower  has  given  a  notice  requesting  the  same  in
          accordance with the provisions of this  Agreement,  (b) default by the
          Borrower  in making  any  prepayment  after the  Borrower  has given a
          notice thereof in accordance  with the provisions of this Agreement or
          (c) the making of a prepayment of  Eurodollar  Loans on a day which is
          not the last day of an Interest  Period  with  respect  thereto.  Such
          indemnification  may include an amount equal to the excess, if any, of
          (i) the amount of interest  which would have  accrued on the amount so
          prepaid,  or not so borrowed,  converted or continued,  for the period
          from the date of such prepayment or of such failure to borrow, convert
          or continue to the last day of such  Interest  Period (or, in the case
          of a failure to borrow,  convert or continue, the Interest Period that
          would have  commenced on the date of such failure) in each case at the
          applicable  rate of  interest  for  such  Loans  provided  for  herein
          (excluding,  however,  the Applicable Margin included therein, if any)
          over (ii) the amount of interest  (as  reasonably  determined  by such
          Lender)  which  would have  accrued to such  Lender on such  amount by
          placing  such amount on deposit for a  comparable  period with leading
          banks in the interbank  eurodollar  market.  A  certificate  as to any
          amounts  payable  pursuant  to  this  Section  2.19  submitted  to the
          Borrower by any Lender shall be  conclusive in the absence of manifest
          error.  This covenant shall survive the  termination of this Agreement
          and the payment of the Loans and all other amounts payable hereunder.

2.20      Illegality.

               Notwithstanding any other provision herein, if the adoption of or
          any  change  in any  Requirement  of Law or in the  interpretation  or
          application  thereof  shall make it unlawful for any Lender to make or
          maintain  Eurodollar Loans as contemplated by this Agreement,  (a) the
          commitment of such Lender hereunder to make Eurodollar Loans, continue
          Eurodollar  Loans as such and  convert  Base Rate Loans to  Eurodollar
          Loans shall  forthwith be cancelled and (b) such  Lender's  Loans then
          outstanding   as  Eurodollar   Loans,   if  any,  shall  be  converted
          automatically  to Base Rate Loans on the  respective  last days of the
          then  current  Interest  Periods  with respect to such Loans or within
          such earlier  period as required by law. If any such  conversion  of a
          Eurodollar  Loan occurs on a day which is not the last day of the then
          current Interest Period with respect  thereto,  the Borrower shall pay
          to such Lender such  amounts,  if any, as may be required  pursuant to
          Section 2.19.

2.21      Change of Lending  Office.

               Each Lender agrees that,  upon the occurrence of any event giving
          rise to the operation of Section  2.17,  2.18, or 2.20 with respect to
          such Lender,  it will,  if requested by the Borrower,  use  reasonable
          efforts (subject to overall policy  considerations  of such Lender) to
          designate  another lending office for any Loans affected by such event
          with the object of avoiding the consequences of such event;  provided,
          that such  designation  is made on terms that, in the sole judgment of
          such Lender,  cause such Lender and its lending office(s) to suffer no
          economic,  legal or regulatory  disadvantage,  and provided,  further,
          that  nothing in this Section 2.21 shall affect or postpone any of the
          obligations  of any  Borrower or the rights of any Lender  pursuant to
          Section 2.17, 2.18 or 2.20.

2.22      Replacement of Lenders under Certain  Circumstances.

               The  Borrower  shall be permitted to replace any Lender which (a)
          requests  reimbursement  for amounts owing pursuant to Section 2.17 or
          2.18 or (b) defaults in its obligation to make Loans hereunder, with a
          replacement financial institution;  provided that (i) such replacement
          does  not  conflict  with  any  Requirement  of Law,  (ii) no Event of
          Default  shall have  occurred  and be  continuing  at the time of such
          replacement,  (iii) prior to any such  replacement,  such Lender shall
          have  taken  no  action  under  Section  2.21 so as to  eliminate  the
          continued  need for payment of amounts owing  pursuant to Section 2.17
          or 2.18, (iv) the replacement financial institution shall purchase, at
          par, all Loans and other amounts  owing to such replaced  Lender on or
          prior to the date of replacement,  (v) the Borrower shall be liable to
          such replaced  Lender under Section 2.19 if any Eurodollar  Loan owing
          to such replaced  Lender shall be purchased other than on the last day
          of  the  Interest  Period  relating  thereto,   (vi)  the  replacement
          financial  institution,  if not already a Lender,  shall be reasonably
          satisfactory to the  Administrative  Agent,  (vii) the replaced Lender
          shall be obligated to make such  replacement  in  accordance  with the
          provisions  of  Section  10.6  (provided  that the  Borrower  shall be
          obligated  to pay the  registration  and  processing  fee  referred to
          therein),  (viii)  until  such  time  as  such  replacement  shall  be
          consummated,  the Borrower shall pay all  additional  amounts (if any)
          required  pursuant  to Section  2.17 or 2.18,  as the case may be, and
          (ix) any such  replacement  shall  not be deemed to be a waiver of any
          rights  which  the  Borrower,  the  Administrative  Agent or any other
          Lender shall have against the replaced Lender.

                          SECTION 3. LETTERS OF CREDIT

3.1       L/C  Commitment.

               (a)  Subject  to the terms and  conditions  hereof,  the  Issuing
          Lender,  in reliance on the agreements of the other  Revolving  Credit
          Lenders set forth in Section 3.4(a), agrees to issue letters of credit
          ("Letters  of Credit") for the account of the Borrower on any Business
          Day during the Revolving Credit  Commitment Period in such form as may
          be approved from time to time by the Issuing Lender; provided that the
          Issuing  Lender shall have no obligation to issue any Letter of Credit
          if,  after giving  effect to such  issuance,  (i) the L/C  Obligations
          would exceed the L/C  Commitment or (ii) the  aggregate  amount of the
          Available  Revolving Credit  Commitments would be less than zero. Each
          Letter of Credit shall (i) be  denominated  in Dollars and (ii) expire
          no later than the earlier of (x) the first  anniversary of its date of
          issuance  and (y) the date  which is five  Business  Days prior to the
          Revolving Credit Termination Date,  provided that any Letter of Credit
          with  a  one-year  term  may  provide  for  the  renewal  thereof  for
          additional one-year periods (which shall in no event extend beyond the
          date referred to in clause (y) above).

               (b) Each Letter of Credit shall be subject to the Uniform Customs
          and, to the extent not inconsistent  therewith,  the laws of the State
          of New York.

               (c) The  Issuing  Lender  shall not at any time be  obligated  to
          issue any Letter of Credit  hereunder if such issuance  would conflict
          with, or cause the Issuing Lender or any L/C Participant to exceed any
          limits imposed by, any applicable Requirement of Law.

               (d)  Letters  of  Credit  (as  defined  in  the  Existing  Credit
          Agreement)  issued under the Existing Credit Agreement and outstanding
          on the Closing Date shall constitute Letters of Credit hereunder.

3.2       Procedure  for Issuance of Letter of Credit.

               The  Borrower  may from  time to time  request  that the  Issuing
          Lender issue a Letter of Credit by delivering to the Issuing Lender at
          its address  for notices  specified  herein an  Application  therefor,
          completed to the  satisfaction of the Issuing  Lender,  and such other
          certificates,  documents  and  other  papers  and  information  as the
          Issuing  Lender may  request.  Upon  receipt of any  Application,  the
          Issuing  Lender will process such  Application  and the  certificates,
          documents  and  other  papers  and  information  delivered  to  it  in
          connection  therewith in accordance with its customary  procedures and
          shall promptly issue the Letter of Credit requested thereby (but in no
          event  shall the  Issuing  Lender be  required  to issue any Letter of
          Credit  earlier  than three  Business  Days  after its  receipt of the
          Application  therefor and all such other  certificates,  documents and
          other papers and information relating thereto) by issuing the original
          of such Letter of Credit to the  beneficiary  thereof or as  otherwise
          may be agreed to by the Issuing  Lender and the Borrower.  The Issuing
          Lender  shall  furnish a copy of such Letter of Credit to the Borrower
          promptly  following  the issuance  thereof.  The Issuing  Lender shall
          promptly  furnish to the  Administrative  Agent,  which  shall in turn
          promptly furnish to the Lenders, notice of the issuance of each Letter
          of Credit (including the amount thereof).

3.3       Commissions,  Fees and Other Charges.

               (a) The  Borrower  will pay a  commission  on the  average  daily
          amount of all outstanding  Letters of Credit at a per annum rate equal
          to the  Applicable  Margin then in effect with  respect to  Eurodollar
          Loans under the Revolving  Credit  Facility,  shared ratably among the
          Revolving Credit Lenders and payable  quarterly in arrears on each L/C
          Fee Payment Date after the issuance  date.  In addition,  the Borrower
          shall pay to the Issuing  Lender for its own account a fronting fee of
          1/4 of 1% per annum of the undrawn and unexpired  amount of the Letter
          of Credit,  payable  quarterly in arrears on each L/C Fee Payment Date
          after the Issuance Date.

               (b) In  addition  to the  foregoing  fees  and  commissions,  the
          Borrower shall pay or reimburse the Issuing Lender for such normal and
          customary costs and expenses as are incurred or charged by the Issuing
          Lender in issuing,  negotiating,  effecting payment under, amending or
          otherwise administering any Letter of Credit.

3.4       L/C  Participations.

               (a) The  Issuing  Lender  irrevocably  agrees to grant and hereby
          grants to each L/C  Participant,  and, to induce the Issuing Lender to
          issue Letters of Credit  hereunder,  each L/C Participant  irrevocably
          agrees to accept and purchase and hereby  accepts and  purchases  from
          the Issuing Lender,  on the terms and conditions  hereinafter  stated,
          for such L/C Participant's own account and risk an undivided  interest
          equal to such L/C  Participant's  Revolving  Credit  Percentage in the
          Issuing  Lender's  obligations  and rights under each Letter of Credit
          issued  hereunder  and the amount of each  draft  paid by the  Issuing
          Lender   thereunder.   Each  L/C   Participant   unconditionally   and
          irrevocably  agrees with the Issuing  Lender that,  if a draft is paid
          under  any  Letter  of Credit  for  which  the  Issuing  Lender is not
          reimbursed  in full by the  Borrower in  accordance  with the terms of
          this Agreement,  such L/C Participant  shall pay to the Issuing Lender
          upon demand at the  Issuing  Lender's  address  for notices  specified
          herein  an amount  equal to such L/C  Participant's  Revolving  Credit
          Percentage of the amount of such draft, or any part thereof,  which is
          not so reimbursed.

               (b) If any amount  required to be paid by any L/C  Participant to
          the  Issuing  Lender  pursuant  to  Section  3.4(a) in  respect of any
          unreimbursed  portion of any payment made by the Issuing  Lender under
          any  Letter of  Credit  is paid to the  Issuing  Lender  within  three
          Business Days after the date such payment is due, such L/C Participant
          shall pay to the  Issuing  Lender  on  demand  an amount  equal to the
          product  of  such  amount,  times  the  daily  average  Federal  Funds
          Effective  Rate  during the period  from and  including  the date such
          payment is required to the date on which such  payment is  immediately
          available to the Issuing  Lender,  times a fraction  the  numerator of
          which is the number of days that  elapse  during  such  period and the
          denominator of which is 360. If any such amount required to be paid by
          any L/C  Participant  pursuant to Section 3.4(a) is not made available
          to the Issuing  Lender by such L/C  Participant  within three Business
          Days after the date such payment is due,  the Issuing  Lender shall be
          entitled to recover from such L/C Participant,  on demand, such amount
          with interest  thereon  calculated  from such due date at the rate per
          annum  applicable  to Base  Rate  Loans  under  the  Revolving  Credit
          Facility.  A certificate  of the Issuing  Lender  submitted to any L/C
          Participant with respect to any amounts owing under this Section shall
          be conclusive in the absence of manifest error.

               (c)  Whenever,  at any time  after the  Issuing  Lender  has made
          payment  under  any  Letter of Credit  and has  received  from any L/C
          Participant  its pro rata  share of such  payment in  accordance  with
          Section  3.4(a),  the Issuing Lender  receives any payment  related to
          such  Letter  of  Credit  (whether   directly  from  the  Borrower  or
          otherwise,  including  proceeds of collateral  applied  thereto by the
          Issuing Lender),  or any payment of interest on account  thereof,  the
          Issuing Lender will  distribute to such L/C  Participant  its pro rata
          share  thereof;  provided,  however,  that in the event  that any such
          payment  received  by the  Issuing  Lender  shall  be  required  to be
          returned by the Issuing Lender,  such L/C Participant  shall return to
          the Issuing Lender the portion thereof  previously  distributed by the
          Issuing Lender to it.

3.5       Reimbursement  Obligation of the Borrower.

               The Borrower  agrees to reimburse the Issuing Lender on each date
          on which the  Issuing  Lender  notifies  the  Borrower of the date and
          amount of a draft presented under any Letter of Credit and paid by the
          Issuing  Lender  for the  amount of (a) such draft so paid and (b) any
          taxes,  fees,  charges  or other  costs or  expenses  incurred  by the
          Issuing  Lender in  connection  with such  payment.  Each such payment
          shall  be  made to the  Issuing  Lender  at its  address  for  notices
          specified  herein  in  lawful  money  of  the  United  States  and  in
          immediately  available funds. Interest shall be payable on any and all
          amounts  remaining  unpaid by the Borrower under this Section from the
          date such  amounts  become  payable  (whether at stated  maturity,  by
          acceleration or otherwise) until payment in full at the rate set forth
          in Section  2.13(c).  Each  drawing  under any Letter of Credit  shall
          (unless  an event  of the  type  described  in  clause  (i) or (ii) of
          Section 8(f) shall have occurred and be continuing with respect to the
          Borrower,  in which case the  procedures  specified in Section 3.4 for
          funding by L/C Participants  shall apply)  constitute a request by the
          Borrower  to the  Administrative  Agent for a  borrowing  pursuant  to
          Section  2.5 of Base Rate  Loans in the  amount of such  drawing.  The
          Borrowing  Date with  respect to such  borrowing  shall be the date of
          such drawing.

3.6       Obligations Absolute.

               The Borrower's obligations under this Section 3 shall be absolute
          and unconditional  under any and all circumstances and irrespective of
          any setoff,  counterclaim or defense to payment which the Borrower may
          have or have had against  the Issuing  Lender,  any  beneficiary  of a
          Letter of Credit or any other  Person.  The Borrower  also agrees with
          the Issuing  Lender that the Issuing  Lender shall not be  responsible
          for, and the Borrower's  Reimbursement  Obligations  under Section 3.5
          shall  not be  affected  by,  among  other  things,  the  validity  or
          genuineness of documents or of any endorsements  thereon,  even though
          such  documents  shall in fact  prove  to be  invalid,  fraudulent  or
          forged,  or  any  dispute  between  or  among  the  Borrower  and  any
          beneficiary  of any Letter of Credit or any other  party to which such
          Letter of Credit may be  transferred  or any claims  whatsoever of the
          Borrower  against any beneficiary of such Letter of Credit or any such
          transferee.  The  Issuing  Lender  shall not be liable  for any error,
          omission, interruption or delay in transmission,  dispatch or delivery
          of any message or advice, however transmitted,  in connection with any
          Letter of Credit,  except for errors or omissions found by a final and
          nonappealable  decision of a court of competent  jurisdiction  to have
          resulted  from the  gross  negligence  or  willful  misconduct  of the
          Issuing  Lender.  The Borrower agrees that any action taken or omitted
          by the Issuing Lender under or in connection with any Letter of Credit
          or the related  drafts or  documents,  if done in the absence of gross
          negligence or willful  misconduct and in accordance with the standards
          or care specified in the Uniform  Commercial  Code of the State of New
          York,  shall be  binding on the  Borrower  and shall not result in any
          liability of the Issuing Lender to the Borrower.

3.7       Letter of Credit Payments.

               If any draft shall be presented  for payment  under any Letter of
          Credit,  the Issuing Lender shall promptly  notify the Borrower of the
          date and amount thereof.  The  responsibility of the Issuing Lender to
          the Borrower in connection  with any draft presented for payment under
          any Letter of Credit  shall,  in addition  to any  payment  obligation
          expressly  provided  for in such  Letter  of  Credit,  be  limited  to
          determining that the documents  (including each draft) delivered under
          such  Letter  of  Credit  in  connection  with  such  presentment  are
          substantially in conformity with such Letter of Credit.

3.8       Applications.

               To the extent that any  provision of any  Application  related to
          any  Letter of  Credit is  inconsistent  with the  provisions  of this
          Section 3, the provisions of this Section 3 shall apply.

                    SECTION 4. REPRESENTATIONS AND WARRANTIES

               To induce the Agents and the Lenders to enter into this Agreement
          and to make the Loans  and  issue or  participate  in the  Letters  of
          Credit,  Holdings  and  the  Borrower  hereby  jointly  and  severally
          represent and warrant to each Agent and each Lender that:

4.1       Financial Condition.

               (a) The audited consolidated balance sheets of the Borrower as at
          December 31, 1998, and the related  consolidated  statements of income
          and of cash flows for the fiscal year ended on such date,  reported on
          by and accompanied by an unqualified  report from Arthur Andersen LLP,
          present fairly the consolidated financial condition of the Borrower as
          at such date, and the  consolidated  results of its operations and its
          consolidated  cash flows for the fiscal year then  ended.  The audited
          consolidated  balance  sheet of the  Borrower as at December 31, 1999,
          and the related unaudited  consolidated  statements of income and cash
          flows for the twelve month period ended on such date,  present  fairly
          the consolidated  financial condition of the Borrower as at such date,
          and the  consolidated  results of its operations and its  consolidated
          cash flows for the twelve month  period then ended  (subject to normal
          year-end audit  adjustments  and accounting  adjustments  described on
          Schedule 4.1). All such  financial  statements,  including the related
          schedules and notes  thereto,  have been  prepared in accordance  with
          GAAP applied  consistently  throughout the periods involved (except as
          approved  by the  aforementioned  firm of  accountants  and  disclosed
          therein).  Holdings, the Borrower and its Subsidiaries do not have any
          material Guarantee Obligations, contingent liabilities and liabilities
          for taxes,  or any  long-term  leases or unusual  forward or long-term
          commitments,  including,  without  limitation,  any  interest  rate or
          foreign  currency swap or exchange  transaction or other obligation in
          respect of  derivatives,  which are not  reflected  in the most recent
          financial  statements  referred to in this paragraph

               (b).  During the period from  December 31, 1998 to and  including
          the date hereof there has been no  Disposition  by the Borrower of any
          material part of its business or Property.

4.2        No Change.

               Except as set forth in  Schedule  4.2 (which  matter is set forth
          for purposes of disclosure and has not had and could not reasonably be
          expected to have a Material Adverse Effect),  since December 31, 1999,
          there  has  been no  development  or  event  which  has  had or  could
          reasonably be expected to have a Material Adverse Effect.

4.3        Corporate Existence; Compliance with Law.

               Each of Holdings,  the Borrower and its  Subsidiaries (a) is duly
          organized, validly existing and in good standing under the laws of the
          jurisdiction  of its  organization,  (b) has the  corporate  power and
          authority,  and the legal right,  to own and operate its Property,  to
          lease the  Property it operates as lessee and to conduct the  business
          in which it is currently  engaged,  (c) is duly qualified as a foreign
          corporation  and in good standing under the laws of each  jurisdiction
          where its ownership,  lease or operation of Property or the conduct of
          its business requires such qualification and (d) is in compliance with
          all  Requirements  of Law  except to the  extent  that the  failure to
          comply  therewith could not, in the aggregate,  reasonably be expected
          to have a Material Adverse Effect.

4.4        Corporate Power; Authorization; Enforceable Obligations.

               Each Loan Party has the corporate  power and  authority,  and the
          legal right, to make,  deliver and perform the Loan Documents to which
          it is a party and, in the case of the Borrower,  to borrow  hereunder.
          Each Loan Party has taken all necessary  corporate action to authorize
          the execution, delivery and performance of the Loan Documents to which
          it is a party  and,  in the case of the  Borrower,  to  authorize  the
          borrowings on the terms and conditions of this  Agreement.  No consent
          or  authorization  of,  filing  with,  notice to or other act by or in
          respect of, any Governmental Authority or any other Person is required
          in connection  with the  borrowings  hereunder or the operation of the
          Borrower's  business following the Closing Date or with the execution,
          delivery, performance, validity or enforceability of this Agreement or
          any  of the  Loan  Documents,  except  (i)  consents,  authorizations,
          filings and notices described in Schedule 4.4, as to which the failure
          to obtain could not, in the aggregate,  reasonably be expected to have
          a Material  Adverse Effect and (ii) the filings referred to in Section
          4.19.  Each Loan  Document  has been duly  executed  and  delivered on
          behalf of each Loan Party party thereto.  This Agreement  constitutes,
          and each other Loan Document upon execution will constitute,  a legal,
          valid  and  binding  obligation  of each  Loan  Party  party  thereto,
          enforceable against each such Loan Party in accordance with its terms,
          except as  enforceability  may be  limited by  applicable  bankruptcy,
          insolvency,  reorganization,  moratorium or similar laws affecting the
          enforcement of creditors'  rights  generally and by general  equitable
          principles (whether  enforcement is sought by proceedings in equity or
          at law).

4.5       No Legal Bar.

               The execution, delivery and performance of this Agreement and the
          other  Loan  Documents,   the  issuance  of  Letters  of  Credit,  the
          borrowings  hereunder  and the use of the  proceeds  thereof  will not
          violate  any  Requirement  of  Law or any  Contractual  Obligation  of
          Holdings,  the Borrower or any of its Subsidiaries and will not result
          in, or require, the creation or imposition of any Lien on any of their
          respective  properties or revenues  pursuant to any Requirement of Law
          or any such  Contractual  Obligation  (other than the Liens created by
          the  Security  Documents).   No  Requirement  of  Law  or  Contractual
          Obligation applicable to the Borrower or any of its Subsidiaries could
          reasonably be expected to have a Material Adverse Effect.

4.6       No Material Litigation.

               Except as set forth in  Schedule  4.6 (which  matter is set forth
          for purposes of disclosure and has not had and could not reasonably be
          expected  to  have  a  Material   Adverse   Effect),   no  litigation,
          investigation   or   proceeding   of  or  before  any   arbitrator  or
          Governmental  Authority is pending or, to the knowledge of Holdings or
          the Borrower,  threatened by or against Holdings,  the Borrower or any
          of its Subsidiaries or against any of their  respective  properties or
          revenues (a) with  respect to any of the Loan  Documents or any of the
          transactions  contemplated  hereby  or  thereby,  or (b)  which  could
          reasonably be expected to have a Material Adverse Effect.

4.7        No Default.

               Neither Holdings,  the Borrower nor any of its Subsidiaries is in
          default under or with respect to any of its Contractual Obligations in
          any  respect  which  could  reasonably  be expected to have a Material
          Adverse  Effect.  No Default or Event of Default has  occurred  and is
          continuing.

4.8       Ownership  of  Property;  Liens.

               Each of Holdings,  the Borrower and its Subsidiaries has title in
          fee simple to, or a valid leasehold interest in, all its material real
          property, and good title to, or a valid leasehold interest in, all its
          other material  Property,  and none of such Property is subject to any
          Lien except as permitted by Section 7.3.

4.9       Intellectual Property.

               The Borrower and each of its Subsidiaries owns, or is licensed to
          use,  all  Intellectual  Property  necessary  for the  conduct  of its
          business as currently  conducted.  No material claim has been asserted
          and is pending by any Person challenging or questioning the use of any
          Intellectual   Property  or  the  validity  or  effectiveness  of  any
          Intellectual Property, nor does Holdings or Borrower know of any valid
          basis  for  any  such  claim.  The  use of  Intellectual  Property  by
          Holdings,  the Borrower and its Subsidiaries  does not infringe on the
          rights of any Person in any material respect.

4.10      Taxes.

               Except as set  forth in  Schedule  4.10,  each of  Holdings,  the
          Borrower and each of its  Subsidiaries has filed or caused to be filed
          all Federal,  state and other  material tax returns which are required
          to be filed and has paid all taxes shown to be due and payable on said
          returns or on any  assessments  made against it or any of its Property
          and all other taxes, fees or other charges imposed on it or any of its
          Property by any  Governmental  Authority (other than any the amount or
          validity  of which are  currently  being  contested  in good  faith by
          appropriate   proceedings  and  with  respect  to  which  reserves  in
          conformity with GAAP have been provided on the books of Holdings,  the
          Borrower  or its  Subsidiaries,  as the case may be);  no tax Lien has
          been filed,  and, to the  knowledge of Holdings and the  Borrower,  no
          material claim is being asserted, with respect to any such tax, fee or
          other charge.

4.11      Federal  Regulations.

               No  part  of  the   proceeds  of  any  Loans  will  be  used  for
          "purchasing"  or "carrying"  any "margin  stock" within the respective
          meanings  of each of the quoted  terms under  Regulation  U as now and
          from  time to time  hereafter  in  effect  or for  any  purpose  which
          violates the provisions of the  Regulations of the Board. If requested
          by any Lender or the  Administrative  Agent, the Borrower will furnish
          to the  Administrative  Agent  and  each  Lender  a  statement  to the
          foregoing effect in conformity with the requirements of FR Form G-3 or
          FR Form U-1 referred to in Regulation U.

4.12      Labor  Matters.

               There are no strikes or other labor  disputes  against  Holdings,
          the Borrower or any of its  Subsidiaries  pending or, to the knowledge
          of Holdings or the Borrower,  threatened that  (individually or in the
          aggregate)  could  reasonably  be expected to have a Material  Adverse
          Effect. Hours worked by and payment made to employees of Holdings, the
          Borrower and its  Subsidiaries  have not been in violation of the Fair
          Labor Standards Act or any other applicable Requirement of Law dealing
          with  such  matters  that  (individually  or in the  aggregate)  could
          reasonably be expected to have a Material Adverse Effect. All payments
          due from Holdings,  the Borrower or any of its Subsidiaries on account
          of employee health and welfare insurance that  (individually or in the
          aggregate)  could  reasonably  be expected to have a Material  Adverse
          Effect if not paid have been paid or  accrued  as a  liability  on the
          books of Holdings, the Borrower or the relevant Subsidiary.

4.13      ERISA.

               Neither  a   Reportable   Event  nor  an   "accumulated   funding
          deficiency"  (within the meaning of Section 412 of the Code or Section
          302 of ERISA) has occurred  during the  five-year  period prior to the
          date on which this  representation is made or deemed made with respect
          to any Plan, and each Plan has complied in all material  respects with
          the  applicable  provisions of ERISA and the Code. No termination of a
          Single Employer Plan has occurred, and no Lien in favor of the PBGC or
          a Plan has arisen,  during such five-year period. The present value of
          all accrued  benefits under each Single  Employer Plan (based on those
          assumptions  used to fund such  Plans) did not,  as of the last annual
          valuation date prior to the date on which this  representation is made
          or deemed made,  exceed the value of the assets of such Plan allocable
          to such accrued  benefits by a material  amount.  Neither the Borrower
          nor any  Commonly  Controlled  Entity  has had a  complete  or partial
          withdrawal  from any  Multiemployer  Plan which has  resulted or could
          reasonably be expected to result in a material  liability  under ERISA
          to the Borrower,  and the Borrower could not reasonably be expected to
          become subject to any material  liability  under ERISA if the Borrower
          or any such  Commonly  Controlled  Entity were to withdraw  completely
          from all  Multiemployer  Plans as of the  valuation  date most closely
          preceding  the date on which  this  representation  is made or  deemed
          made. No such Multiemployer Plan is in Reorganization or Insolvent.

4.14      Investment Company Act; Other  Regulations.

               No  Loan  Party  is  an  "investment   company",   or  a  company
          "controlled"  by an  "investment  company",  within the meaning of the
          Investment  Company Act of 1940, as amended.  No Loan Party is subject
          to regulation under any Requirement of Law (other than Regulation X of
          the Board) which limits its ability to incur Indebtedness.

4.15      Subsidiaries.

               (a) Schedule  4.15 sets forth as of the Closing Date the name and
          jurisdiction of  incorporation of each Subsidiary and, as to each such
          Subsidiary, the percentage of each class of Capital Stock owned by any
          Loan Party.

               (b) There are no outstanding  subscriptions,  options,  warrants,
          calls,  rights or other  agreements or  commitments  (other than stock
          options  granted to employees or directors and  directors'  qualifying
          shares) of any nature relating to any Capital Stock of the Borrower or
          any Subsidiary.

4.16      Use of  Proceeds.

               The proceeds of the Loans and the Letters of Credit shall be used
          for general  corporate  purposes in the  ordinary  course of business;
          provided that Section 2.4(e) Revolving Credit Loans shall be used only
          to purchase machinery and equipment.

4.17      Environmental Matters.

               Except as  individually  or in the aggregate could not reasonably
          be  expected  to result in the  payment  of a  Material  Environmental
          Amount:

               (a) The facilities and  properties  owned,  leased or operated by
          Holdings,  the Borrower or any of its Subsidiaries (the  "Properties")
          do not contain,  and have not previously  contained,  any Materials of
          Environmental   Concern  in  amounts   or   concentrations   or  under
          circumstances  which (i)  constitute or constituted a violation of, or
          (ii) could give rise to liability under, any Environmental Law.

               (b) The  Properties  and all  operations at the Properties are in
          material compliance,  and have in the last five years been in material
          compliance,  with all applicable  Environmental  Laws, and there is no
          contamination  at, under or about the  Properties  or violation of any
          Environmental  Law with  respect  to the  Properties  or the  business
          operated by  Holdings,  the Borrower or any of its  Subsidiaries  (the
          "Business")  which  could  materially  interfere  with  the  continued
          operation of the  Properties  or  materially  impair the fair saleable
          value  thereof.   Neither  Holdings,  the  Borrower  nor  any  of  its
          Subsidiaries  has  assumed any  liability  of any other  Person  under
          Environmental Laws.

               (c) Neither  Holdings,  the Borrower nor any of its  Subsidiaries
          has  received  or  is  aware  of  any  notice  of  violation,  alleged
          violation, non-compliance,  liability or potential liability regarding
          environmental  matters  or  compliance  with  Environmental  Laws with
          regard to any of the Properties or the Business,  nor does Holdings or
          the Borrower have  knowledge or reason to believe that any such notice
          will be received or is being threatened.

               (d) Materials of Environmental  Concern have not been transported
          or disposed of from the  Properties in violation of, or in a manner or
          to  a  location  which  could  give  rise  to  liability   under,  any
          Environmental  Law, nor have any  Materials of  Environmental  Concern
          been generated,  treated, stored or disposed of at, on or under any of
          the Properties in violation of, or in a manner that could give rise to
          liability under, any applicable Environmental Law.

               (e) No judicial  proceeding  or  governmental  or  administrative
          action is pending or, to the  knowledge of Holdings and the  Borrower,
          threatened,  under  any  Environmental  Law  to  which  Holdings,  the
          Borrower or any Subsidiary is or will be named as a party with respect
          to the Properties or the Business,  nor are there any consent  decrees
          or other  decrees,  consent  orders,  administrative  orders  or other
          orders, or other administrative or judicial  requirements  outstanding
          under any  Environmental  Law with  respect to the  Properties  or the
          Business.

               (f) There has been no release  or threat of release of  Materials
          of Environmental Concern at or from the Properties, or arising from or
          related to the operations of Holdings,  the Borrower or any Subsidiary
          in connection  with the Properties or otherwise in connection with the
          Business, in violation of or in amounts or in a manner that could give
          rise to liability under Environmental Laws.

4.18      Accuracy of Information,  etc.

               No statement or  information  contained  in this  Agreement,  any
          other Loan Document or any other  material  document,  certificate  or
          statement furnished to the Administrative  Agent or the Lenders or any
          of them, by or on behalf of any Loan Party for use in connection  with
          the  transactions  contemplated  by this  Agreement  or the other Loan
          Documents,  contained  as of the  date  such  statement,  information,
          document or certificate  was so furnished,  any untrue  statement of a
          material fact or omitted to state a material  fact  necessary in order
          to make the  statements  contained  herein or therein not  misleading.
          There is no fact  known to any Loan Party  that  could  reasonably  be
          expected to have a Material Adverse Effect that has not been expressly
          disclosed  herein,  in  the  other  Loan  Documents  or in  any  other
          documents, certificates and statements furnished to the Administrative
          Agent and the  Lenders  for use in  connection  with the  transactions
          contemplated hereby and by the other Loan Documents.

4.19      Security Documents.

               The Guarantee and  Collateral  Agreement is effective to continue
          in favor of the Administrative  Agent, for the benefit of the Lenders,
          a legal,  valid and  enforceable  security  interest in the Collateral
          described  therein and  proceeds  thereof.  In the case of the Pledged
          Stock described in the Guarantee and Collateral Agreement,  when stock
          certificates  representing  such  Pledged  Stock are  delivered to the
          Administrative  Agent,  and  in  the  case  of  the  other  Collateral
          described in the Guarantee and  Collateral  Agreement,  when financing
          statements in appropriate  form are filed in the offices  specified on
          Schedule 4.19 and such other filings as are specified on Schedule 3 to
          the Guarantee  and  Collateral  Agreement are made,  the Guarantee and
          Collateral  Agreement shall  constitute a fully perfected Lien on, and
          security  interest  in,  all  right,  title and  interest  of the Loan
          Parties in such Collateral and the proceeds  thereof,  as security for
          the   Obligations   (as  defined  in  the  Guarantee  and   Collateral
          Agreement),  in each  case  prior and  superior  in right to any other
          Person  (except,  in the case of Collateral  other than Pledged Stock,
          Liens permitted by Section 7.3).

4.20      Solvency.

               Each Loan Party is and will continue to be Solvent.

               Representations  in  Existing  Credit  Agreement.   Each  of  the
          representations  and warranties made by any Loan Party in the Existing
          Credit  Agreement  were true and correct on and as of the date made as
          if  made  on and as of such  date,  except  to the  extent  that  such
          representations and warranties expressly relate to an earlier date, in
          which case such  representations  and warranties were true and correct
          on and as of such earlier date.

                          SECTION 5.  CONDITIONS PRECEDENT

5.1       Conditions to Initial  Extension of Credit.

               The  agreement  of each Lender to make the initial  extension  of
          credit  requested  to be made by it is  subject  to the  satisfaction,
          prior to or  concurrently  with the making of such extension of credit
          on the Closing Date, of the following conditions precedent:

               (a) Loan Documents.  The Administrative Agent shall have received
          (i)  this  Agreement,  executed  and  delivered  by a duly  authorized
          officer  of  Holdings  and  the  Borrower,   (ii)  the  Guarantee  and
          Collateral  Agreement,  executed and  delivered  by a duly  authorized
          officer of Holdings, the Borrower and each Subsidiary Guarantor, (iii)
          for the  account of each  relevant  Lender,  Notes  conforming  to the
          requirements  hereof and executed and  delivered by a duly  authorized
          officer of the Borrower and (iv) a Borrowing Base  Certificate,  dated
          the Closing Date and setting forth a calculation of the Borrowing Base
          as of March 31, 2000,  showing that the Total Revolving  Extensions of
          Credit  outstanding  on the Closing Date (after  giving  effect to the
          making of any  extensions  of credit on the  Closing  Date)  shall not
          exceed  the  Borrowing  Base  as set  forth  in  such  Borrowing  Base
          Certificate.

               (b) Financial Statements. The Lenders shall have received (i) the
          audited  consolidated  financial  statements  of the  Borrower for the
          fiscal  year  ended  on  December   31,  1998,   (ii)  the   unaudited
          consolidated  financial  statements of the Borrower as at December 31,
          1999 and (iii) unaudited interim consolidated  financial statements of
          the  Borrower  for  each  fiscal  month  and  quarterly  period  ended
          subsequent to the date of the latest applicable  financial  statements
          delivered  pursuant to clause (ii) of this  paragraph as to which such
          financial statements are available (including as of and for the period
          ended  March  31,  2000  and  for  such  subsequent   periods  as  are
          available).

               (c)  Approvals.   All  governmental  and  third  party  approvals
          reasonably  necessary or reasonably  advisable in connection  with the
          continuing  operations  of the Borrower and its  Subsidiaries  and the
          transactions  contemplated  hereby shall have been  obtained and be in
          full force and effect.

               (d) Fees. The Lenders,  the Arranger,  the Syndication  Agent and
          the  Administrative  Agent shall have received all fees required to be
          paid,  and all  expenses  for  which  invoices  have  been  presented,
          including,  without  limitation,  the reasonable  fees and expenses of
          legal counsel, on or before the Closing Date.

               (e)  Closing  Certificate.  The  Administrative  Agent shall have
          received,  with a counterpart  for each Lender,  a certificate of each
          Loan  Party,  dated the  Closing  Date,  substantially  in the form of
          Exhibit C, with appropriate insertions and attachments.

               (f) Legal Opinions.  The Administrative Agent shall have received
          the following executed legal opinions:

                    (i) the legal opinion of Weil, Gotshal & Manges LLP, counsel
               to Holdings, the Borrower and its Subsidiaries,  substantially in
               the form of Exhibit E-1; and

                    (ii) the legal  opinion of  Troutman  Sanders  LLP,  Georgia
               counsel  to the  Borrower,  substantially  in the form of Exhibit
               E-2.

               Each such legal opinion  shall cover such other matters  incident
          to  the   transactions   contemplated   by  this   Agreement   as  the
          Administrative Agent may reasonably require.

               (g) Pledged Stock;  Stock Power. The  Administrative  Agent shall
          have  received  the  certificates  representing  the shares of Capital
          Stock  pledged  pursuant to the Guarantee  and  Collateral  Agreement,
          together  with an  undated  stock  power  for  each  such  certificate
          executed in blank by a duly authorized officer of the pledgor thereof.
          To the extent the Administrative  Agent received each such certificate
          and stock power on the Original Closing Date, this condition (g) shall
          be deemed fulfilled.

               (h)  Filings,   Registrations   and  Recordings.   Each  document
          (including,  without limitation, any Uniform Commercial Code financing
          statement)  required  by  the  Security  Documents  or  under  law  or
          reasonably   requested  by  the  Administrative  Agent  to  be  filed,
          registered   or   recorded   in  order  to  create  in  favor  of  the
          Administrative Agent, for the benefit of the Lenders, a perfected Lien
          on the Collateral  described  therein,  prior and superior in right to
          any other Person (other than with respect to Liens expressly permitted
          by Section 7.3),  shall be in proper form for filing,  registration or
          recordation.

               (i)  Insurance.  The  Administrative  Agent  shall have  received
          insurance  certificates  satisfying the requirements of Section 5.3 of
          the Guarantee and Collateral Agreement.

               (j) Accounts Field  Examination.  The Lenders shall have received
          copies of an accounts field  examination,  prepared by or on behalf of
          the Collateral  Monitoring  Agent, of the Accounts of the Borrower and
          its Subsidiaries.

               (k)  Capital  Contributions.  The  Equity  Investors  shall  have
          contributed to the capital of the Borrower and its  Subsidiaries  cash
          in an aggregate amount equal to at least $6,000,000 in a manner and on
          terms and conditions reasonably  satisfactory to the Lenders (it being
          understood that such  contribution  has been made prior to the Closing
          Date).  The  Borrower  shall  have  used at least  $6,000,000  of such
          contributions to prepay Revolving Loans outstanding under the Existing
          Credit Agreement.

5.2        Conditions to Each Extension of Credit.

               The  agreement  of each  Lender to make any  extension  of credit
          requested to be made by it on any date (including, without limitation,
          its initial extension of credit) is subject to the satisfaction of the
          following conditions precedent:

               (a) Representations  and Warranties.  Each of the representations
          and  warranties  made by any  Loan  Party in or  pursuant  to the Loan
          Documents  shall be true and correct on and as of such date as if made
          on and as of such date.

               (b) No  Default.  No  Default  or Event  of  Default  shall  have
          occurred and be  continuing on such date or after giving effect to the
          extensions of credit requested to be made on such date.

               (c) Credit  Limitation.  After giving effect to such extension of
          credit, the Total Revolving  Extensions of Credit shall not exceed the
          Borrowing Base then in effect.

               Each borrowing by and issuance of a Letter of Credit on behalf of
          the Borrower  hereunder shall constitute a representation and warranty
          by the  Borrower as of the date of such  extension  of credit that the
          conditions contained in this Section 5.2 have been satisfied.

                        SECTION 6. AFFIRMATIVE COVENANTS

          Holdings and the Borrower  hereby jointly and severally agree that, so
     long as the  Commitments  remain in effect,  any  Letter of Credit  remains
     outstanding or any Loan or other amount is owing to any Lender or any Agent
     hereunder,  each of Holdings and the Borrower shall and shall cause each of
     its Subsidiaries to:

6.1       Financial Statements.

          Furnish to each Agent and each Lender:

               (a) as soon as  available,  but in any event within 90 days after
          the end of each  fiscal  year of the  Borrower,  a copy of the audited
          consolidated  balance  sheet  of the  Borrower  and  its  consolidated
          Subsidiaries  as at the  end of such  year  and  the  related  audited
          consolidated  statements  of income  and of cash  flows for such year,
          setting  forth in each case in  comparative  form the  figures for the
          previous  year,   reported  on  without  a  "going  concern"  or  like
          qualification or exception,  or qualification arising out of the scope
          of the audit,  by Arthur Andersen LLP or other  independent  certified
          public accountants of nationally recognized standing;

               (b) as soon as available, but in any event not later than 45 days
          after the end of each of the first  three  quarterly  periods  of each
          fiscal year of the Borrower,  the unaudited consolidated balance sheet
          of the Borrower and its Subsidiaries as at the end of such quarter and
          the related  unaudited  consolidated  statements of income and of cash
          flows for such  quarter and the portion of the fiscal year through the
          end of such quarter,  setting forth in each case in  comparative  form
          the figures for the previous year,  certified by a Responsible Officer
          as being  fairly  stated in all material  respects  (subject to normal
          year-end audit adjustments); and

               (c) as soon as available, but in any event not later than 30 days
          after the end of each month  occurring  during each fiscal year of the
          Borrower (other than the third,  sixth, ninth and twelfth such month),
          the  unaudited  consolidated  balance  sheets of the  Borrower and its
          Subsidiaries  as at the end of such  month and the  related  unaudited
          consolidated statements of income and of cash flows for such month and
          the portion of the fiscal year through the end of such month,  setting
          forth in each case in  comparative  form the figures for the  previous
          year, certified by a Responsible Officer as being fairly stated in all
          material respects (subject to normal year-end audit adjustments);

          all such  financial  statements  shall be complete  and correct in all
          material  respects and shall be prepared in  reasonable  detail and in
          accordance  with GAAP  applied  consistently  throughout  the  periods
          reflected  therein and with prior periods  (except as approved by such
          accountants or officer, as the case may be, and disclosed therein).

6.2       Certificates; Other Information.

          Furnish to each Agent and each Lender,  or, in the case of clause (g),
          to the relevant Lender:

               (a)  concurrently  with the delivery of the financial  statements
          referred  to in  Section  6.1(a),  a  certificate  of the  independent
          certified public  accountants  reporting on such financial  statements
          stating that in making the examination necessary therefor no knowledge
          was  obtained of any Default or Event of Default,  except as specified
          in  such  certificate;

               (b)  concurrently  with the delivery of any financial  statements
          pursuant to Section 6.1, (i) a certificate  of a  Responsible  Officer
          stating  that,  to  the  best  of  each  such  Responsible   Officer's
          knowledge,  each  Loan  Party  during  such  period  has  observed  or
          performed  all of its covenants  and other  agreements,  and satisfied
          every  condition,  contained  in this  Agreement  and the  other  Loan
          Documents  to  which  it is a  party  to  be  observed,  performed  or
          satisfied  by it, and that such  Responsible  Officer has  obtained no
          knowledge  of any Default or Event of Default  except as  specified in
          such certificate and (ii) in the case of quarterly or annual financial
          statements,  (x) a Compliance  Certificate  containing all information
          necessary for determining compliance by Holdings, the Borrower and its
          Subsidiaries with the provisions of this Agreement referred to therein
          as of the  last  day of the  fiscal  quarter  or  fiscal  year  of the
          Borrower,  as the case may be, and (y) to the  extent  not  previously
          disclosed  to the  Administrative  Agent,  a listing  of any county or
          state within the United States where any Loan Party keeps inventory or
          equipment and of any Intellectual  Property acquired by any Loan Party
          since the date of the most  recent  list  delivered  pursuant  to this
          clause (y) (or, in the case of the first such list so delivered, since
          the Closing Date);

               (c) as soon as available,  and in any event no later than 45 days
          after  the  end of  each  fiscal  year  of the  Borrower,  a  detailed
          consolidated  budget  for  the  following  fiscal  year  (including  a
          projected   consolidated   balance  sheet  of  the  Borrower  and  its
          Subsidiaries  as of the  end of the  following  fiscal  year,  and the
          related  consolidated  statements  of projected  cash flow,  projected
          changes in financial position and projected  income),  and, as soon as
          available,   significant  revisions,   if  any,  of  such  budget  and
          projections  with  respect  to such  fiscal  year  (collectively,  the
          "Projections"), which Projections shall in each case be accompanied by
          a certificate of a Responsible  Officer stating that such  Projections
          are based on reasonable  estimates,  information  and  assumptions and
          that such  Responsible  Officer  has no reason  to  believe  that such
          Projections are incorrect or misleading in any material respect;

               (d)  within 45 days after the end of each  fiscal  quarter of the
          Borrower,  a  narrative  discussion  and  analysis  of  the  financial
          condition   and  results  of   operations  of  the  Borrower  and  its
          Subsidiaries  for such  fiscal  quarter  and for the  period  from the
          beginning  of the then  current  fiscal year to the end of such fiscal
          quarter,  as compared to the portion of the Projections  covering such
          periods and to the comparable periods of the previous year;

               (e) to the extent  approval is required by the  Required  Lenders
          pursuant to Section  7.9, no later than 10 Business  Days prior to the
          effectiveness  thereof,  copies of  substantially  final drafts of any
          proposed  amendment,  supplement,  waiver or other  modification  with
          respect to the Senior Note Indenture;

               (f)  within  five days  after  the same are  sent,  copies of all
          financial  statements and reports which Holdings or the Borrower sends
          to the holders of any class of its debt  securities  or public  equity
          securities  and within  five days after the same are filed,  copies of
          all financial  statements  and reports which  Holdings or the Borrower
          may make to, or file with, the SEC; and

               (g) promptly,  such additional financial and other information as
          any Lender may from time to time reasonably request.

6.3       Payment of  Obligations.

               Pay,  discharge  or  otherwise  satisfy at or before  maturity or
          before they become  delinquent,  as the case may be, all its  material
          obligations  of whatever  nature,  except where the amount or validity
          thereof is  currently  being  contested  in good faith by  appropriate
          proceedings  and reserves in conformity with GAAP with respect thereto
          have been  provided  on the books of  Holdings,  the  Borrower  or its
          Subsidiaries, as the case may be.

6.4       Conduct of Business and Maintenance of Existence, etc.

               (i)  Preserve,  renew  and  keep in full  force  and  effect  its
          corporate  existence and (ii) take all  reasonable  action to maintain
          all rights,  privileges and  franchises  necessary or desirable in the
          normal  conduct of its  business,  except,  in each case, as otherwise
          permitted by Section 7.4 and except, in the case of clause

               (ii)  above,  to the  extent  that  failure  to do so  could  not
          reasonably  be expected  to have a Material  Adverse  Effect; and

               (iii) comply with all Contractual Obligations and Requirements of
          Law except to the extent that failure to comply  therewith  could not,
          in the  aggregate,  reasonably be expected to have a Material  Adverse
          Effect.

6.5       Maintenance of Property;  Insurance.

               (a) Keep all  Property  useful and  necessary  in its business in
          good working order and condition,  ordinary wear and tear excepted and

               (b)  maintain  with  financially  sound and  reputable  insurance
          companies  insurance  on all its Property in at least such amounts and
          against  at least  such  risks  (but  including  in any  event  public
          liability, product liability and business interruption) as are usually
          insured  against in the same general area by companies  engaged in the
          same or a similar business.

6.6       Inspection of Property;  Books and Records;  Discussions;  Audits.

               (a) Keep proper books of records and account in which full,  true
          and correct  entries in conformity  with GAAP and all  Requirements of
          Law shall be made of all dealings and  transactions in relation to its
          business and activities,

               (b) permit representatives of any Lender to visit and inspect any
          of its properties and examine and make abstracts from any of its books
          and records at any  reasonable  time and as often as may reasonably be
          desired  and to  discuss  the  business,  operations,  properties  and
          financial  and other  condition  of  Holdings,  the  Borrower  and its
          Subsidiaries with officers and employees of Holdings, the Borrower and
          its Subsidiaries and with its independent certified public accountants
          and

               (c) permit the Collateral Monitoring Agent to perform up to three
          audits per  calendar  year on the  Accounts  of the  Borrower  and its
          Subsidiaries;  provided  that  after the  occurrence  and  during  the
          continuation  of  a  Default  or  Event  of  Default,  the  Collateral
          Monitoring  Agent may  perform as many  audits on the  Accounts of the
          Borrower and its Subsidiaries as the Collateral Monitoring Agent shall
          in its sole discretion determine to be necessary or appropriate.

6.7       Notices.

               Promptly give notice to the Administrative  Agent and each Lender
          of:

               (a) the occurrence of any Default or Event of Default;

               (b) any (i)  default  or event of default  under any  Contractual
          Obligation  of Holdings,  the Borrower or any of its  Subsidiaries  or
          (ii)  litigation,  investigation  or proceeding which may exist at any
          time between Holdings, the Borrower or any of its Subsidiaries and any
          Governmental  Authority,  which in  either  case,  if not  cured or if
          adversely determined, as the case may be, could reasonably be expected
          to have a Material Adverse Effect;

               (c) any litigation or proceeding affecting Holdings, the Borrower
          or any of its  Subsidiaries in which the amount involved is $2,500,000
          or more and not covered by insurance or in which injunctive or similar
          relief is sought;

               (d) the  following  events,  as soon as possible and in any event
          within 30 days after the Borrower knows or has reason to know thereof:
          (i) the occurrence of any Reportable Event with respect to any Plan, a
          failure to make any required  contribution  to a Plan, the creation of
          any Lien in favor of the PBGC or a Plan or any withdrawal from, or the
          termination,  Reorganization or Insolvency of, any Multiemployer Plan,
          any of which are reasonably  likely to result in a material  liability
          to the Borrower,  or (ii) the institution of proceedings or the taking
          of any  other  action  by the  PBGC or the  Borrower  or any  Commonly
          Controlled  Entity  or any  Multiemployer  Plan  with  respect  to the
          withdrawal from, or the termination,  Reorganization or Insolvency of,
          any Plan;

               (e) any development or event which has had or could reasonably be
          expected to have a Material Adverse Effect; and

               (f) any event or condition which, on any day, to the knowledge of
          the Borrower,  has caused the Borrowing  Base to change since the date
          of the most recently  delivered  Borrowing Base  Certificate,  if as a
          result of such change the Total Revolving  Extensions of Credit exceed
          the Borrowing Base determined as of such day

          Each notice  pursuant to this  Section 6.7 shall be  accompanied  by a
          statement  of a  Responsible  Officer  setting  forth  details  of the
          occurrence  referred to therein and stating what action Holdings,  the
          Borrower or the  relevant  Subsidiary  proposes  to take with  respect
          thereto.

6.8       Environmental  Laws.

               (a) Comply in all material  respects with, and ensure  compliance
          in all material respects by all tenants and subtenants,  if any, with,
          all  applicable  Environmental  Laws,  and  obtain  and  comply in all
          material  respects with and maintain,  and ensure that all tenants and
          subtenants  obtain  and  comply  in all  material  respects  with  and
          maintain,   any   and   all   licenses,   approvals,    notifications,
          registrations or permits required by applicable Environmental Laws.

               (b) Conduct and complete all  investigations,  studies,  sampling
          and testing,  and all  remedial,  removal and other  actions  required
          under  Environmental Laws and promptly comply in all material respects
          with all lawful orders and directives of all Governmental  Authorities
          regarding Environmental Laws.

6.9       Additional Collateral,  etc.

               (a) With respect to any Property  acquired after the Closing Date
          by Holdings,  the Borrower or any of its  Subsidiaries  (other than an
          Excluded  Foreign  Subsidiary)  (other than any Property  described in
          paragraph  (b),  (c) or (d)  below  and real  property  having a value
          (including  improvements thereof) of less than $1,000,000) as to which
          the  Administrative  Agent,  for the benefit of the Lenders,  does not
          have a  perfected  Lien,  promptly  (i)  execute  and  deliver  to the
          Administrative  Agent such  amendments to the Guarantee and Collateral
          Agreement or such other  documents as the  Administrative  Agent deems
          necessary or advisable in order to grant to the Administrative  Agent,
          for the benefit of the Lenders,  a security  interest in such Property
          and (ii)  take all  actions  necessary  or  advisable  to grant to the
          Administrative  Agent,  for the  benefit of the  Lenders,  a perfected
          first priority security  interest in such Property,  including without
          limitation, the filing of Uniform Commercial Code financing statements
          in  such  jurisdictions  as  may be  required  by  the  Guarantee  and
          Collateral  Agreement  or by  law  or  as  may  be  requested  by  the
          Administrative Agent.

               (b) With respect to any fee interest in any real property  having
          a value (together with  improvements  thereof) of at least  $1,000,000
          acquired  after the Closing Date by  Holdings,  the Borrower or any of
          its  Subsidiaries  (other  than any  such  real  property  owned by an
          Excluded Foreign  Subsidiary or subject to a Lien expressly  permitted
          by Section 7.3(g)),  promptly (i) execute and deliver a first priority
          mortgage  in  form  and  substance  reasonably   satisfactory  to  the
          Administrative  Agent in favor of the  Administrative  Agent,  for the
          benefit of the Lenders, covering such real property, (ii) if requested
          by the  Administrative  Agent,  provide the Lenders with (x) title and
          extended coverage  insurance  covering such real property in an amount
          at least  equal to the  purchase  price of such real  estate  (or such
          other amount as shall be  reasonably  specified by the  Administrative
          Agent) as well as a  current  ALTA  survey  thereof,  together  with a
          surveyor's  certificate  and (y) any consents or estoppels  reasonably
          deemed  necessary  or  advisable  by  the   Administrative   Agent  in
          connection with such mortgage or deed of trust,  each of the foregoing
          in form and substance  reasonably  satisfactory to the  Administrative
          Agent and (iii) if requested by the Administrative  Agent,  deliver to
          the  Administrative  Agent  legal  opinions  relating  to the  matters
          described  above,  which opinions shall be in form and substance,  and
          from counsel, reasonably satisfactory to the Administrative Agent.

               (c) With  respect to any new  Subsidiary  (other than an Excluded
          Foreign  Subsidiary)  created or acquired  after the  Closing  Date by
          Holdings (which, for the purposes of this paragraph (c), shall include
          any  existing  Subsidiary  that  ceases  to  be  an  Excluded  Foreign
          Subsidiary  and Master  Collector if at any time the fair market value
          of Master Collector  exceeds  $1,000,000),  the Borrower or any of its
          Subsidiaries,  promptly (i) execute and deliver to the  Administrative
          Agent such amendments to the Guarantee and Collateral Agreement as the
          Administrative Agent deems necessary or advisable in order to grant to
          the Administrative  Agent, for the benefit of the Lenders, a perfected
          first  priority  security  interest in the  Capital  Stock of such new
          Subsidiary  which is owned by  Holdings,  the  Borrower  or any of its
          Subsidiaries,   (ii)   deliver   to  the   Administrative   Agent  the
          certificates  representing  such Capital Stock,  together with undated
          stock powers,  in blank,  executed and delivered by a duly  authorized
          officer of Holdings, the Borrower or such Subsidiary,  as the case may
          be,  (iii)  cause  such new  Subsidiary  (A) to  become a party to the
          Guarantee  and  Collateral  Agreement  and  (B) to take  such  actions
          necessary or advisable  to grant to the  Administrative  Agent for the
          benefit of the Lenders a perfected first priority security interest in
          the  Collateral  described in the Guarantee and  Collateral  Agreement
          with respect to such new Subsidiary,  including,  without  limitation,
          the filing of Uniform  Commercial  Code  financing  statements in such
          jurisdictions  as may be  required  by the  Guarantee  and  Collateral
          Agreement  or by  law or as may  be  requested  by the  Administrative
          Agent, and (iv) if requested by the Administrative  Agent,  deliver to
          the  Administrative  Agent  legal  opinions  relating  to the  matters
          described  above,  which opinions shall be in form and substance,  and
          from counsel, reasonably satisfactory to the Administrative Agent.

               (d) With respect to any new Excluded Foreign  Subsidiary  created
          or acquired after the Closing Date by Holdings, the Borrower or any of
          its  Domestic  Subsidiaries,  promptly  (i) execute and deliver to the
          Administrative  Agent such  amendments to the Guarantee and Collateral
          Agreement as the Administrative  Agent deems necessary or advisable in
          order to grant to the  Administrative  Agent,  for the  benefit of the
          Lenders,  a perfected first priority  security interest in the Capital
          Stock of such new Subsidiary which is owned by Holdings,  the Borrower
          or any of its Domestic  Subsidiaries  (provided that in no event shall
          more than 65% of the total  outstanding  Capital Stock of any such new
          Subsidiary  be  required  to be  so  pledged),  (ii)  deliver  to  the
          Administrative Agent the certificates representing such Capital Stock,
          together with undated stock powers,  in blank,  executed and delivered
          by a duly  authorized  officer  of  Holdings,  the  Borrower  or  such
          Subsidiary,  as the case may be, and take such other  action as may be
          necessary or, in the opinion of the Administrative Agent, desirable to
          perfect the Lien of the  Administrative  Agent  thereon,  and (iii) if
          requested by the Administrative  Agent,  deliver to the Administrative
          Agent legal opinions  relating to the matters  described above,  which
          opinions shall be in form and substance, and from counsel,  reasonably
          satisfactory to the Administrative Agent.

               (e)  If at  any  time  the  fair  market  value  of  any  Foreign
          Subsidiary  existing on or created after the Closing Date shall exceed
          $2,000,000,  promptly  (i) execute  and deliver to the  Administrative
          Agent a pledge  agreement  governed by the law of the country in which
          such Foreign Subsidiary is organized if the Administrative Agent (upon
          notice  by the  Borrower  of  such  fair  market  value  of a  Foreign
          Subsidiary) deems such action necessary or advisable in order to grant
          to the  Administrative  Agent,  for  the  benefit  of the  Lenders,  a
          perfected  first  priority  security  interest in the Capital Stock of
          such new Subsidiary which is owned by Holdings, the Borrower or any of
          its Domestic  Subsidiaries  (provided that in no event shall more than
          65% of the total outstanding  Capital Stock of any such new Subsidiary
          be required to be so pledged), (ii) if not previously done so, deliver
          to the Administrative Agent the certificates representing such Capital
          Stock,  together  with undated stock  powers,  in blank,  executed and
          delivered by a duly  authorized  officer of Holdings,  the Borrower or
          such Subsidiary, as the case may be, and take such other action as may
          be necessary or, in the opinion of the Administrative Agent, desirable
          to perfect the Lien of the Administrative  Agent thereon, and (iii) if
          requested by the Administrative  Agent,  deliver to the Administrative
          Agent legal opinions  relating to the matters  described above,  which
          opinions shall be in form and substance, and from counsel,  reasonably
          satisfactory to the Administrative Agent.

1.1       Borrowing Base Certificates, etc.

               Furnish to the Collateral Monitoring Agent: (a) Upon its request,
          and in no event less frequently than twenty (20) days after the end of
          each  fiscal  month  (together  with a copy of all or any part of such
          delivery  requested by any Lender in writing after the Closing  Date),
          each of the following:

                  (i) a Borrowing Base Certificate, as of the end of such fiscal
                  month, accompanied by such supporting detail and documentation
                  as shall be requested by the  Collateral  Monitoring  Agent in
                  its reasonable discretion; and

                  (ii) a monthly trial balance showing Accounts outstanding aged
                  from invoice date as follows:  1 to 30 days, 31 to 60 days, 61
                  to 90 days and 91 days or more, accompanied by such supporting
                  detail  and   documentation  as  shall  be  requested  by  the
                  Collateral Monitoring Agent in its reasonable discretion;

(a) At the  time  of  delivery  of  each  of the  monthly  financial  statements
delivered  pursuant  to Section  6.1, a  reconciliation  of the  Accounts  trial
balance of the Borrower and its  Subsidiaries  to its general ledger and monthly
financial  statements  delivered  pursuant  to such  Section  6.1,  in each case
accompanied by such supporting detail and documentation as shall be requested by
the Collateral Monitoring Agent in its reasonable discretion;

(a) At the  time  of  delivery  of each of the  quarterly  financial  statements
delivered  pursuant to Section  6.1, a listing of  government  contracts  of the
Borrower and its Subsidiaries subject to the Federal Assignment of Claims Act of
1940;

(a) Such appraisals of the Accounts of the Borrower and its  Subsidiaries as the
Collateral  Monitoring  Agent may request at any time after the  occurrence  and
during the  continuance of a Default or an Event of Default,  such appraisals to
be conducted by an appraiser,  and in form and  substance,  satisfactory  to the
Collateral Monitoring Agent; and

(a) Such other  reports,  statements  and  reconciliations  with  respect to the
Borrowing  Base  or  Collateral  of the  Borrower  and its  Subsidiaries  as the
Collateral  Monitoring  Agent shall from time to time request in its  reasonable
discretion.

                          SECTION 7. NEGATIVE COVENANTS

     Holdings and the Borrower  hereby jointly and severally agree that, so long
as the Commitments remain in effect, any Letter of Credit remains outstanding or
any Loan or other amount is owing to any Lender or any Agent hereunder,  each of
Holdings  and  the  Borrower  shall  not,  and  shall  not  permit  any  of  its
Subsidiaries to, directly or indirectly:

7.1  Financial Covenants.

     (a) Minimum  Consolidated  EBITDA.  Permit the Consolidated  EBITDA for any
period of four  consecutive  fiscal  quarters  of the  Borrower  ending with any
fiscal  quarter  set forth  below to be less  than the  amount  set forth  below
opposite such fiscal quarter:

      Fiscal Quarter                          Minimum Consolidated EBITDA

      March 31, 2000                                   $15,360,000
      June 30, 2000                                    $16,800,000
      September 30, 2000                               $18,750,000
      December 31, 2000                                $22,660,000
      March 31, 2001                                   $25,250,000
      June 30, 2001                                    $25,500,000
      September 30, 2001                               $25,750,000
      December 31, 2001                                $26,000,000
      March 31, 2002                                   $26,250,000
      June 30, 2002                                    $26,500,000
      September 30, 2002                               $26,750,000
      December 31,2002                                 $27,000,000
      March 31, 2003                                   $27,000,000
      June 30, 2003                                    $27,000,000
      September 30, 2003                               $27,000,000
      December 31, 2003                                $27,000,000


     (b) Consolidated Total Debt Ratio. Permit the Consolidated Total Debt Ratio
as at the last day of any  period of four  consecutive  fiscal  quarters  of the
Borrower  ending with any fiscal quarter set forth below to exceed the ratio set
forth below opposite such fiscal quarter: Fiscal Quarter Consolidated Total Debt
Ratio

      March 31, 2000                                   8.75 to 1.00
      June 30, 2000                                    8.00 to 1.00
      September 30, 2000                               7.15 to 1.00
      December 31, 2000                                5.90 to 1.00
      Thereafter                                       4.00 to 1.00


     (a) Consolidated  Interest Coverage Ratio. Permit the Consolidated Interest
Coverage  Ratio  for any  period  of four  consecutive  fiscal  quarters  of the
Borrower  ending  with any fiscal  quarter  set forth  below to be less than the
ratio set forth below opposite such fiscal quarter:

Consolidated Interest

      Fiscal Quarter                              Coverage Ratio
      --------------                           ---------------------
      March 31, 2000                                 1.20 to 1.00
      June 30, 2000                                  1.25 to 1.00
      September 30, 2000                             1.35 to 1.00
      December 31, 2000                              1.60 to 1.00
      March 31, 2001                                 2.35 to 1.00
      June 30, 2001                                  2.40 to 1.00
      September 30, 2001                             2.45 to 1.00
      December 31, 2001                              2.50 to 1.00
      Thereafter                                     2.50 to 1.00


7.2       Limitation on Indebtedness.

          Create, incur, assume or suffer to exist any Indebtedness, except:


          (a) Indebtedness of any Loan Party pursuant to any Loan Document;

          (b)  Indebtedness  of the Borrower to any Subsidiary and of any Wholly
     Owned Subsidiary Guarantor to the Borrower or any other Subsidiary;

          (c) (i) Indebtedness of the Borrower in respect of the Senior Notes in
     an aggregate principal amount not to exceed $100,000,000 and (ii) Guarantee
     Obligations of any Subsidiary Guarantor in respect of such Indebtedness;

          (d) (i) Indebtedness  secured by Liens permitted by Section 7.3(g) and
     (ii) Capital  Lease  Obligations,  so long as the  principal  amount of the
     Indebtedness  and the  Capital  Lease  Obligation  outstanding  pursuant to
     clauses (i) and (ii) shall not exceed  $5,000,000  in the  aggregate at any
     one time;

          (e)  Indebtedness  outstanding on the Original Closing Date and listed
     on Schedule 7.2(e) and any refinancings, refundings, renewals or extensions
     thereof (without any increase in the principal amount thereof);

          (f) guarantees made in the ordinary course of business by the Borrower
     or any of its  Subsidiaries  of obligations of any Wholly Owned  Subsidiary
     Guarantor;

          (g)  Indebtedness  of any  Specified  Entity  to the  Borrower  or any
     Subsidiary  Guarantor (so long as no Default or Event of Default shall have
     occurred  and  be  continuing  at  the  time  of  the  incurrence  of  such
     Indebtedness),  provided  that  (x) the  requirements  of  Section  6.9 are
     satisfied,  (y) the aggregate  principal amount of such Indebtedness to the
     Borrower or any  Subsidiary  Guarantor  at any time  outstanding  shall not
     exceed  $2,000,000 less the aggregate  amount of all investments made in or
     loans to such Specified Entities pursuant to Section 7.8(h) and (z) no such
     Indebtedness  (other than Indebtedness in an aggregate principal amount not
     to exceed $275,000 incurred by Yanci Services Company) shall be incurred by
     the Joint Ventures subsequent to the Closing Date; and

          (h) additional Indebtedness of the Borrower or any of its Subsidiaries
     in an aggregate  principal  amount (for the Borrower and all  Subsidiaries)
     not to exceed $5,000,000 at any one time outstanding.

7.3       Limitation on Liens.

          Create,  incur,  assume  or  suffer  to exist any Lien upon any of its
     Property or revenues, whether now owned or hereafter acquired, except for:

          (a) Liens for taxes not yet due or which are being  contested  in good
     faith by  appropriate  proceedings,  provided that  adequate  reserves with
     respect  thereto  are  maintained  on  the  books  of the  Borrower  or its
     Subsidiaries, as the case may be, in conformity with GAAP;

          (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's,
     collection attorneys' or other like Liens arising in the ordinary course of
     business  which are not  overdue for a period of more than 30 days or which
     are being contested in good faith by appropriate proceedings;

          (c) pledges or  deposits in  connection  with  workers'  compensation,
     unemployment insurance and other social security legislation;

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

          (e)   easements,   rights-of-way,   restrictions   and  other  similar
     encumbrances  incurred in the  ordinary  course of business  which,  in the
     aggregate,  are not  substantial  in  amount  and  which do not in any case
     materially  detract  from the  value of the  Property  subject  thereto  or
     materially  interfere  with the  ordinary  conduct of the  business  of the
     Borrower or any of its Subsidiaries;

          (f) Liens in  existence  on the  Original  Closing  Date and listed on
     Schedule  7.3(f),   securing  Indebtedness  permitted  by  Section  7.2(e),
     provided that no such Lien is spread to cover any additional Property after
     the Closing  Date and that the  principal  amount of  Indebtedness  secured
     thereby is not increased;

          (g)  Liens  securing   Indebtedness  of  the  Borrower  or  any  other
     Subsidiary  incurred  pursuant to Section 7.2(c) to finance the acquisition
     of fixed or capital  assets,  provided that (i) such Liens shall be created
     substantially  simultaneously with the acquisition of such fixed or capital
     assets, (ii) such Liens do not at any time encumber any Property other than
     the  Property  financed  by such  Indebtedness  and  (iii)  the  amount  of
     Indebtedness secured thereby is not increased;

          (h) Liens created pursuant to the Security Documents;

          (i) any  interest  or  title  of a  lessor  under  any  Capital  Lease
     Obligation  or  other  lease  entered  into by the  Borrower  or any  other
     Subsidiary  in the ordinary  course of its  business and covering  only the
     assets so leased; and

          (j) Liens  not  otherwise  permitted  by this  Section  7.3 so long as
     neither (i) the aggregate  outstanding  principal amount of the obligations
     secured thereby nor (ii) the aggregate fair market value  (determined as of
     the date such Lien is incurred) of the assets subject  thereto  exceeds (as
     to the Borrower and all Subsidiaries) $2,000,000 at any one time.

7.4       Limitation on Fundamental Changes.

          Enter into any merger,  consolidation or  amalgamation,  or liquidate,
     wind up or dissolve itself (or suffer any liquidation or  dissolution),  or
     Dispose of all or substantially all of its Property or business except:

          (a) any Subsidiary of the Borrower may be merged or consolidated  with
     or into the Borrower (provided that the Borrower shall be the continuing or
     surviving  corporation)  or  with  or  into  any  Wholly  Owned  Subsidiary
     Guarantor (provided that the Wholly Owned Subsidiary Guarantor shall be the
     continuing or surviving corporation);

          (b) any  Subsidiary  of the  Borrower may Dispose of any or all of its
     assets (upon  voluntary  liquidation  or  otherwise) to the Borrower or any
     Wholly Owned Subsidiary Guarantor;

          (c) each of the Joint  Ventures and Master  Collectors  may Dispose of
     any or all of its assets (upon  voluntary  liquidation or otherwise) to any
     Person or liquidate, wind up or dissolve itself in any manner; and

          (d) any Excluded Foreign Subsidiary may be merged or consolidated with
     or into, or Dispose of any or all of its assets (upon voluntary liquidation
     or otherwise) to, any other Excluded Foreign Subsidiary.

7.5       Limitation  on Sale of Assets.

          Dispose  of  any of  its  Property  or  business  (including,  without
     limitation,  receivables  and  leasehold  interests),  whether now owned or
     hereafter  acquired,  or, in the case of any Subsidiary,  issue or sell any
     shares of such Subsidiary's Capital Stock to any Person, except:

          (a) the  Disposition  of obsolete or worn out property in the ordinary
     course of business;

          (b) Dispositions permitted by Section 7.4;

          (c) the sale or  issuance  of any  Subsidiary's  Capital  Stock to the
     Borrower or any Wholly Owned Subsidiary Guarantor;

          (d) the  Disposition of Property  having a book value or a fair market
     value not to exceed  $1,000,000 in the aggregate for any fiscal year of the
     Borrower;

          (e) any Recovery  Event,  provided  that the  requirements  of Section
     2.10(b) are complied with in connection therewith; and

          (f) Asset Sales in respect of assets  having an  aggregate  book value
     not  exceeding   $5,000,000  in  any  fiscal  year,   provided,   that  the
     requirements of Section 2.10(b) are complied with in connection therewith.

7.6       Limitation on Dividends.

          Declare or pay any dividend  (other than  dividends  payable solely in
     common stock of the Person making such dividend) on, or make any payment on
     account of, or set apart assets for a sinking or other  analogous fund for,
     the purchase, redemption,  defeasance,  retirement or other acquisition of,
     any shares of any class of Capital  Stock of Holdings,  the Borrower or any
     Subsidiary  or any warrants or options to purchase any such Capital  Stock,
     whether now or hereafter  outstanding,  or make any other  distribution  in
     respect thereof, either directly or indirectly, whether in cash or property
     or  in   obligations   of  Holdings,   the   Borrower  or  any   Subsidiary
     (collectively,  "Restricted Payments"), except that any Subsidiary may make
     Restricted  Payments  to  the  Borrower  or  any  Wholly  Owned  Subsidiary
     Guarantor, (b) any Excluded Foreign Subsidiary may make Restricted Payments
     to any other  Excluded  Foreign  Subsidiary  and (c) the  Borrower  may pay
     dividends to Holdings to permit Holdings to pay any taxes which are due and
     payable by Holdings and the Borrower  (and its  Subsidiaries)  as part of a
     consolidated,  combined  or unitary  tax filing  group or which are due and
     payable by Holdings with respect to its own operations.

7.7       Limitation on Capital Expenditures.

          Make or commit to make (by way of the  acquisition  of securities of a
     Person  or  otherwise)   any  Capital   Expenditure,   except  (a)  Capital
     Expenditures of the Borrower and its Subsidiaries not exceeding $10,000,000
     in  fiscal  year  2000  and  $5,500,000  in each  fiscal  year  thereafter,
     provided, that (i) any such amount referred to above, if not so expended in
     the  fiscal  year  for  which  it is  permitted,  may be  carried  over for
     expenditure   in  the  next   succeeding   fiscal  year  and  (ii)  Capital
     Expenditures  made  pursuant  to this clause (a) during any  fiscally  year
     shall be deemed  made,  first,  in respect of  amounts  permitted  for such
     fiscal year as provided  above and  second,  in respect of amounts  carried
     over from the prior fiscal year  pursuant to subclause  (i) above,  and (b)
     Capital  Expenditures  made with the proceeds of any Reinvestment  Deferred
     Amounts.

7.8            Limitation  on  Investments,  Loans and Advances.

          Make any  advance,  loan,  extension  of credit (by way of guaranty or
     otherwise) or capital contribution to, or purchase any stock, bonds, notes,
     debentures  or other  securities  of or any  assets  constituting  all or a
     material part of a business unit of, or make any other  investment  in, any
     Person, except:

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

          (b) investments in Cash Equivalents;

          (c) Guarantee Obligations permitted by Section 7.2;

          (d) the Acquisition;

          (e) investments made by the Borrower or any of its  Subsidiaries  with
     the proceeds of any Reinvestment  Deferred Amount resulting from a Recovery
     Event;

          (f) investments by Holdings,  the Borrower or any of its  Subsidiaries
     in the Borrower or a Wholly Owned Subsidiary Guarantor;

          (g) so long as no Default or Event of Default  shall have occurred and
     be continuing,  the Borrower and any Subsidiary may make  investments in or
     loans to, or create,  any Specified Entity (by way of capital  contribution
     or  otherwise),  provided  that (x) the  requirements  of  Section  6.9 are
     satisfied,  (y) the aggregate amount of all investments in or loans to such
     Specified  Entities  since the  Original  Closing  Date  shall  not  exceed
     $2,000,000 minus the aggregate  principal amount of any Indebtedness of any
     Specified  Entity at any such time  outstanding in accordance  with Section
     7.2(h) and (z) no such investments shall be made in and no such loans shall
     be made to (other  than loans to Yanci  Services  Company  in an  aggregate
     principal amount not to exceed  $275,000) any Joint Ventures  subsequent to
     the Closing Date;

          (h) loans and advances to employees or directors of the Borrower  made
     pursuant to a form of promissory note provided to the Administrative  Agent
     prior  to the  date  hereof  (with  any  such  changes  as  are  reasonably
     satisfactory to the Administrative Agent) and made solely to fund purchases
     of Capital  Stock of  Holdings  to the extent the  proceeds  therefrom  are
     concurrently  received by Holdings and  contributed to the Borrower,  in an
     aggregate amount not to exceed $500,000 at any one time outstanding; and

          (i) in addition to investments  otherwise  expressly permitted by this
     Section 7.8, so long as no Default or Event of Default  shall have occurred
     and be continuing,  investments by the Borrower or any of its  Subsidiaries
     in an aggregate amount (valued at cost) not to exceed  $2,000,000 since the
     Original Closing Date.

7.9       Limitation  on Optional  Payments and  Modifications  of Debt
     Instruments, etc.; Limitation on Modification of Certificate of
     Incorporation.

          (a)  Make or  offer to make any  payment,  prepayment,  repurchase  or
     redemption  of or otherwise  defease or segregate  funds  (collectively,  a
     "Repurchase")  with  respect  to the Senior  Notes  (other  than  scheduled
     interest  payments  required to be made in cash);  provided that if (i) the
     Tranche B Term Loans and  Tranche C Term  Loans  have been  repaid in full,
     (ii) the  Consolidated  Total Debt Ratio on a pro forma basis after  giving
     effect  to  such  Repurchase  recomputed  as of the  last  day of the  most
     recently  ended fiscal quarter of the Borrower and its  Subsidiaries  as if
     such  Repurchase  had occurred on the first day of the relevant  period for
     testing  such  compliance  shall be less  than  3.50 to 1.00  and  (iii) no
     Default or Event of Default  shall have occurred and be continuing or would
     result  therefrom,  then the  Borrower  may  Repurchase  up to an aggregate
     principal amount of $25,000,000 of Senior Notes,

          (b) amend,  modify,  waive or otherwise change, or consent or agree to
     any amendment, modification, waiver or other change to, any of the terms of
     the Senior Notes (other than any such  amendment,  modification,  waiver or
     other  change  which (i) would  extend the maturity or reduce the amount of
     any payment of  principal  thereof or which would reduce the rate or extend
     the date for  payment of  interest  thereon  and (ii) does not  involve the
     payment of a consent fee) or

          (c) amend its certificate of incorporation in any manner determined by
     the  Administrative  Agent to be adverse to the  Lenders  without the prior
     written consent of the Required Lenders.

7.10      Limitation on  Transactions  with  Affiliates.

          Enter  into  any  transaction,   including,  without  limitation,  any
     purchase, sale, lease or exchange of Property, the rendering of any service
     or the  payment  of any  management,  advisory  or similar  fees,  with any
     Affiliate (other than Holdings, the Borrower or any Wholly Owned Subsidiary
     Guarantor)  unless such  transaction is (a) otherwise  permitted under this
     Agreement, (b) in the ordinary course of business of Holdings, the Borrower
     or such  Subsidiary,  as the case may be, and (c) upon fair and  reasonable
     terms no less favorable to Holdings,  the Borrower or such  Subsidiary,  as
     the  case  may be,  than it  would  obtain  in a  comparable  arm's  length
     transaction  with a Person which is not an Affiliate,  except the provision
     to  administrative  services to any Specified Entity in the ordinary course
     of business consistent with past practices.

7.11      Limitation on Sales and  Leasebacks.

          Enter into any arrangement  with any Person  providing for the leasing
     by Holdings,  the Borrower or any  Subsidiary of real or personal  property
     which has been or is to be sold or transferred by Holdings, the Borrower or
     such  Subsidiary  to such 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 Holdings, the Borrower or such Subsidiary.

7.12      Limitation  on Changes  in Fiscal  Periods.

          Permit  the  fiscal  year of the  Borrower  to end on a day other than
     December 31 or change the Borrower's method of determining fiscal quarters.

7.13      Limitation  on Negative  Pledge  Clauses.

          Enter into or suffer to exist or become  effective any agreement which
     prohibits  or limits the ability of  Holdings,  the  Borrower or any of its
     Subsidiaries to create,  incur, assume or suffer to exist any Lien upon any
     of its Property or revenues,  whether now owned or hereafter  acquired,  to
     secure  the  Obligations  or,  in the case of  Holdings  or any  Subsidiary
     Guarantor,  its obligations  under the Guarantee and Collateral  Agreement,
     other  than  (a) this  Agreement  and the  other  Loan  Documents,  (b) any
     agreements  governing any purchase money Liens or Capital Lease Obligations
     otherwise  permitted hereby or Indebtedness  permitted  pursuant to Section
     7.2(c)  (in  which  case,  any  prohibition  or  limitation  shall  only be
     effective  against  the assets  financed  thereby)  and (c) the Senior Note
     Indenture.

7.14      Limitation on Restrictions on Subsidiary Distributions.

          Enter  into or  suffer  to exist or become  effective  any  consensual
     encumbrance or restriction on the ability of any Subsidiary of the Borrower
     to (a) pay  dividends  or make any other  distributions  in  respect of any
     Capital Stock of such Subsidiary held by, or pay any Indebtedness  owed to,
     the Borrower or any other  Subsidiary  of the  Borrower,  (b) make loans or
     advances to the  Borrower or any other  Subsidiary  of the  Borrower or (c)
     transfer any of its assets to the Borrower or any other  Subsidiary  of the
     Borrower, except for such encumbrances or restrictions existing under or by
     reason of (i) any  restrictions  existing under the Loan Documents and (ii)
     any  restrictions  with  respect to a  Subsidiary  imposed  pursuant  to an
     agreement which has been entered into in connection with the Disposition of
     all or substantially all of the Capital Stock or assets of such Subsidiary.

7.15      Limitation on Lines of Business.

          Enter into any business,  either  directly or through any  Subsidiary,
     except for those  businesses in which the Borrower and its Subsidiaries are
     engaged  on the date of this  Agreement  or which  are  reasonably  related
     thereto.

7.17      Limitation  on   Activities   of  Holdings.

          In the case of Holdings,  notwithstanding  anything to the contrary in
     this  Agreement  or any other  Loan  Document,  (a)  conduct,  transact  or
     otherwise engage in, or commit to conduct, transact or otherwise engage in,
     any business or operations other than (I) those incidental to its ownership
     of the Capital  Stock of the Borrower or (II) the issuance of Capital Stock
     so long as no  Default  or Event of  Default  shall  have  occurred  and be
     continuing or would result therefrom,  (b) incur, create,  assume or suffer
     to exist any  Indebtedness or other  liabilities or financial  obligations,
     except (i)  nonconsensual  obligations  imposed by operation  of law,  (ii)
     pursuant to the Loan Documents to which it is a party and (iii) obligations
     with respect to its Capital Stock, or (c) own,  lease,  manage or otherwise
     operate any properties or assets  (including cash (other than cash received
     in  connection  with  dividends  made by the  Borrower in  accordance  with
     Section 7.6 pending application in the manner contemplated by said Section)
     and cash  equivalents)  other than the ownership of shares of Capital Stock
     of the Borrower.

                          SECTION 8. EVENTS OF DEFAULT

                  If any of the following events shall occur and be continuing:

          (a)  The  Borrower  shall  fail to pay any  principal  of any  Loan or
     Reimbursement  Obligation when due in accordance with the terms hereof;  or
     the Borrower  shall fail to pay any  interest on any Loan or  Reimbursement
     Obligation,  or any other amount payable  hereunder or under any other Loan
     Document,  within five days after any such interest or other amount becomes
     due in  accordance  with the terms  hereof;  or (b) Any  representation  or
     warranty  made or deemed made by any Loan Party herein or in any other Loan
     Document or which is contained in any certificate, document or financial or
     other  statement  furnished by it at any time under or in  connection  with
     this  Agreement  or any such other Loan  Document  shall prove to have been
     inaccurate  in any  material  respect  on or as of the date  made or deemed
     made; or

          (b) Any Loan Party shall default in the  observance or  performance of
     any  agreement  contained  in clause  (i) or (ii) of Section  6.4(a)  (with
     respect to Holdings and the Borrower only),  Section  6.7(a),  Section 7 or
     Section 5.6 of the Guarantee and Collateral Agreement; or

          (c) Any Loan Party shall default in the  observance or  performance of
     any other agreement  contained in this Agreement or any other Loan Document
     (other than as provided in paragraphs (a) through (c) of this Section), and
     such default shall continue unremedied for a period of 30 days; or

          (d)  Holdings,  the  Borrower  or any of its  Subsidiaries  shall  (i)
     default  in  making  any  payment  of any  principal  of  any  Indebtedness
     (including, without limitation, any Guarantee Obligation, but excluding the
     Loans) on the scheduled or original due date with respect thereto;  or (ii)
     default in making  any  payment of any  interest  on any such  Indebtedness
     beyond the period of grace (not to exceed 31 days), if any, provided in the
     instrument or agreement under which such Indebtedness was created; or (iii)
     default  in the  observance  or  performance  of  any  other  agreement  or
     condition  relating to any such Indebtedness or contained in any instrument
     or agreement  evidencing,  securing or relating thereto, or any other event
     shall occur or condition  exist, the effect of which default or other event
     or condition is to cause,  or to permit the holder or  beneficiary  of such
     Indebtedness   (or  a  trustee  or  agent  on  behalf  of  such  holder  or
     beneficiary)  to  cause,  with the  giving  of  notice  if  required,  such
     Indebtedness  to become due prior to its stated maturity or (in the case of
     any such  Indebtedness  constituting  a  Guarantee  Obligation)  to  become
     payable;  provided,  that a default, event or condition described in clause
     (i), (ii) or (iii) of this  paragraph (e) shall not at any time  constitute
     an Event of Default unless,  at such time, one or more defaults,  events or
     conditions  of the type  described in clauses  (i),  (ii) and (iii) of this
     paragraph  (e) shall  have  occurred  and be  continuing  with  respect  to
     Indebtedness  the  outstanding  principal  amount of which  exceeds  in the
     aggregate $2,000,000; or

          (e)  (i)  Holdings,  the  Borrower  or any of its  Subsidiaries  shall
     commence  any case,  proceeding  or other  action (A) under any existing or
     future  law  of  any  jurisdiction,   domestic  or  foreign,   relating  to
     bankruptcy,  insolvency,  reorganization  or relief of debtors,  seeking to
     have an order  for  relief  entered  with  respect  to it,  or  seeking  to
     adjudicate  it  a  bankrupt  or  insolvent,   or  seeking   reorganization,
     arrangement, adjustment, winding-up, liquidation,  dissolution, composition
     or other relief with respect to it or its debts, or (B) seeking appointment
     of a receiver,  trustee,  custodian,  conservator or other similar official
     for it or for all or any substantial part of its assets,  or Holdings,  the
     Borrower or any of its Subsidiaries shall make a general assignment for the
     benefit  of its  creditors;  or  (ii)  there  shall  be  commenced  against
     Holdings,  the Borrower or any of its Subsidiaries any case,  proceeding or
     other action of a nature  referred to in clause (i) above which (A) results
     in the entry of an order for relief or any such adjudication or appointment
     or (B) remains  undismissed,  undischarged  or unbonded  for a period of 60
     days; or (iii) there shall be commenced against  Holdings,  the Borrower or
     any of its  Subsidiaries  any  case,  proceeding  or other  action  seeking
     issuance  of a warrant  of  attachment,  execution,  distraint  or  similar
     process against all or any substantial  part of its assets which results in
     the  entry of an order  for any  such  relief  which  shall  not have  been
     vacated, discharged, or stayed or bonded pending appeal within 60 days from
     the  entry  thereof;  or  (iv)  Holdings,   the  Borrower  or  any  of  its
     Subsidiaries  shall take any action in  furtherance  of, or indicating  its
     consent to, approval of, or  acquiescence  in, any of the acts set forth in
     clause (i), (ii), or (iii) above;  or (v) Holdings,  the Borrower or any of
     its Subsidiaries shall generally not, or shall be unable to, or shall admit
     in writing its inability to, pay its debts as they become due; or

          (f)  (i)  Any  Person  shall  engage  in  any  non-exempt  "prohibited
     transaction"  (as  defined in Section  406 of ERISA or Section  4975 of the
     Code) involving any Plan,  (ii) any  "accumulated  funding  deficiency" (as
     defined in Section 302 of ERISA),  whether or not waived,  shall exist with
     respect to any Plan or any Lien in favor of the PBGC or a Plan shall  arise
     on the assets of the Borrower or any Commonly  Controlled  Entity,  (iii) a
     Reportable Event shall occur with respect to, or proceedings shall commence
     to have a trustee appointed, or a trustee shall be appointed, to administer
     or to  terminate,  any Single  Employer  Plan,  which  Reportable  Event or
     commencement  of  proceedings  or  appointment  of a  trustee  is,  in  the
     reasonable  opinion  of the  Required  Lenders,  likely  to  result  in the
     termination of such Plan for purposes of Title IV of ERISA, (iv) any Single
     Employer Plan shall  terminate  for purposes of Title IV of ERISA,  (v) the
     Borrower or any Commonly  Controlled  Entity  shall,  or in the  reasonable
     opinion  of the  Required  Lenders  is likely to,  incur any  liability  in
     connection with a withdrawal from, or the Insolvency or Reorganization  of,
     a  Multiemployer  Plan or (vi) any other  similar event or condition not in
     the ordinary  course  shall occur or exist with  respect to a Plan;  and in
     each case in clauses  (i)  through  (vi)  above,  such event or  condition,
     together with all other such events or conditions,  if any,  could,  in the
     sole  judgment of the Required  Lenders,  reasonably  be expected to have a
     Material Adverse Effect; or

          (g)  One or  more  judgments  or  decrees  shall  be  entered  against
     Holdings,  the  Borrower  or  any  of  its  Subsidiaries  involving  in the
     aggregate a liability  (not paid or fully  covered by insurance as to which
     the relevant  insurance  company has  acknowledged  coverage or not paid or
     covered by an indemnity made by First Data Corporation  ("FDC") as to which
     FDC has acknowledged responsibility for payment) of $1,000,000 or more, and
     all such  judgments  or decrees  shall not have been  vacated,  discharged,
     stayed or bonded pending appeal within 30 days from the entry thereof; or

          (h) Any of the Security  Documents shall cease, for any reason,  to be
     in full force and effect,  or any Loan Party  shall so assert,  or any Lien
     created by any of the Security  Documents shall cease to be enforceable and
     of the same effect and priority purported to be created thereby; or

          (i)  The  guarantee  contained  in  Section  2 of  the  Guarantee  and
     Collateral  Agreement shall cease, for any reason,  to be in full force and
     effect or any Loan Party shall so assert; or

          (j) (i) The Permitted  Investors  (including any combination  thereof)
     shall  cease to have the power to vote or direct the  voting of  securities
     having  a  majority  of the  ordinary  voting  power  for the  election  of
     directors  of Holdings  (determined  on a fully  diluted  basis);  (ii) the
     Permitted Investors  (including any combination thereof) shall cease to own
     of record and  beneficially  an amount of common stock of Holdings equal to
     at  least  80% of the  amount  of  common  stock of  Holdings  owned by the
     Permitted  Investors  of record and  beneficially  as of the Closing  Date;
     (iii) the board of  directors  of  Holdings  shall  cease to  consist  of a
     majority of  Continuing  Directors;  (iv)  Holdings  shall cease to own and
     control,  of  record  and  beneficially,  directly,  100% of each  class of
     outstanding  Capital  Stock of the  Borrower  free and  clear of all  Liens
     (except Liens created by the Guarantee and Collateral Agreement);  or (v) a
     Specified  Change of Control shall occur;  then, and in any such event, (A)
     if such  event is an Event of  Default  specified  in clause (i) or (ii) of
     paragraph  (f)  above  with  respect  to the  Borrower,  automatically  the
     Commitments  shall  immediately  terminate  and the Loans  hereunder  (with
     accrued interest  thereon) and all other amounts owing under this Agreement
     and the other Loan Documents (including, without limitation, all amounts of
     L/C Obligations,  whether or not the  beneficiaries of the then outstanding
     Letters of Credit shall have presented the documents  required  thereunder)
     shall  immediately  become  due and  payable,  and (B) if such event is any
     other  Event of  Default,  either or both of the  following  actions may be
     taken:  (i) with the  consent of the  Majority  Revolving  Credit  Facility
     Lenders,  the Administrative Agent may, or upon the request of the Majority
     Revolving  Credit  Facility  Lenders,  the  Administrative  Agent shall, by
     notice to the  Borrower  declare the  Revolving  Credit  Commitments  to be
     terminated  forthwith,  whereupon the Revolving  Credit  Commitments  shall
     immediately  terminate;  and (ii) with the consent of the Required Lenders,
     the Administrative  Agent may, or upon the request of the Required Lenders,
     the  Administrative  Agent shall,  by notice to the  Borrower,  declare the
     Loans hereunder (with accrued interest thereon) and all other amounts owing
     under this  Agreement  and the other  Loan  Documents  (including,  without
     limitation,   all   amounts  of  L/C   Obligations,   whether  or  not  the
     beneficiaries  of  the  then  outstanding  Letters  of  Credit  shall  have
     presented  the  documents  required  thereunder)  to  be  due  and  payable
     forthwith,  whereupon  the same shall  immediately  become due and payable.
     With respect to all Letters of Credit with respect to which presentment for
     honor shall not have  occurred at the time of an  acceleration  pursuant to
     this  paragraph,  the  Borrower  shall  at  such  time  deposit  in a  cash
     collateral  account opened by the  Administrative  Agent an amount equal to
     the aggregate then undrawn and unexpired  amount of such Letters of Credit.
     Amounts  held in such  cash  collateral  account  shall be  applied  by the
     Administrative  Agent to the payment of drafts  drawn under such Letters of
     Credit,  and the unused  portion  thereof  after all such Letters of Credit
     shall have  expired or been fully drawn upon,  if any,  shall be applied to
     repay other obligations of the Borrower  hereunder and under the other Loan
     Documents.  After all such  Letters of Credit  shall  have  expired or been
     fully drawn upon, all  Reimbursement  Obligations shall have been satisfied
     and all other  obligations  of the Borrower  hereunder  and under the other
     Loan Documents  shall have been paid in full, the balance,  if any, in such
     cash  collateral  account  shall be returned to the Borrower (or such other
     Person as may be lawfully entitled thereto).

                              SECTION 9. THE AGENTS

9.1       Appointment.

          Each Lender hereby  irrevocably  designates and appoints the Agents as
     the  agents  of  such  Lender  under  this  Agreement  and the  other  Loan
     Documents,  and each such Lender irrevocably authorizes each Agent, in such
     capacity,  to take such action on its behalf under the  provisions  of this
     Agreement  and the other Loan  Documents  and to  exercise  such powers and
     perform  such duties as are  expressly  delegated  to the such Agent by the
     terms of this  Agreement and the other Loan  Documents,  together with such
     other powers as are  reasonably  incidental  thereto.  Notwithstanding  any
     provision to the contrary elsewhere in this Agreement,  no Agent shall have
     any duties or responsibilities, except those expressly set forth herein, or
     any  fiduciary  relationship  with any  Lender,  and no implied  covenants,
     functions,  responsibilities,  duties,  obligations or liabilities shall be
     read into this  Agreement  or any other Loan  Document or  otherwise  exist
     against any Agent.

9.2       Delegation  of Duties.

          Each Agent may execute any of its duties under this  Agreement and the
     other Loan Documents by or through agents or attorneys-in-fact and shall be
     entitled to advice of counsel  concerning  all matters  pertaining  to such
     duties.  No Agent shall be responsible  for the negligence or misconduct of
     any agents or attorneys in-fact selected by it with reasonable care.

9.3       Exculpatory  Provisions.

          Neither  any Agent nor any of their  respective  officers,  directors,
     employees, agents,  attorneys-in-fact or affiliates shall be (i) liable for
     any action lawfully taken or omitted to be taken by it or such Person under
     or in connection with this Agreement or any other Loan Document  (except to
     the extent that any of the foregoing are found by a final and nonappealable
     decision of a court of competent  jurisdiction to have resulted from its or
     such  Person's  own  gross  negligence  or  willful   misconduct)  or  (ii)
     responsible  in  any  manner  to  any  of the  Lenders  for  any  recitals,
     statements,  representations  or  warranties  made by any Loan Party or any
     officer  thereof  contained in this Agreement or any other Loan Document or
     in any  certificate,  report,  statement or other  document  referred to or
     provided  for in, or received by the Agents  under or in  connection  with,
     this  Agreement  or any other Loan  Document  or for the  value,  validity,
     effectiveness, genuineness, enforceability or sufficiency of this Agreement
     or any other  Loan  Document  or for any  failure of any Loan Party a party
     thereto to perform its  obligations  hereunder  or  thereunder.  The Agents
     shall not be under any  obligation to any Lender to ascertain or to inquire
     as to the observance or performance of any of the agreements  contained in,
     or conditions of, this Agreement or any other Loan Document,  or to inspect
     the properties, books or records of any Loan Party.

9.4       Reliance by Agents.

          Each Agent shall be entitled to rely, and shall be fully  protected in
     relying,  upon  any  instrument,   writing,  resolution,  notice,  consent,
     certificate,  affidavit,  letter,  telecopy,  telex  or  teletype  message,
     statement,  order or other  document or  conversation  believed by it to be
     genuine  and correct  and to have been  signed,  sent or made by the proper
     Person  or  Persons  and  upon  advice  and  statements  of  legal  counsel
     (including,  without limitation,  counsel to Holdings or the Loan Parties),
     independent  accountants and other experts  selected by the  Administrative
     Agent.  The  Agents  may deem and  treat the payee of any Note as the owner
     thereof for all purposes unless a written notice of assignment, negotiation
     or transfer  thereof shall have been filed with the  Administrative  Agent.
     Each Agent  shall be fully  justified  in failing or  refusing  to take any
     action  under this  Agreement  or any other Loan  Document  unless it shall
     first receive such advice or concurrence of the Required Lenders (or, if so
     specified by this  Agreement,  all Lenders) as it deems  appropriate  or it
     shall first be indemnified to its  satisfaction  by the Lenders against any
     and all  liability  and  expense  which may be  incurred by it by reason of
     taking or continuing to take any such action. Each Agent shall in all cases
     be fully  protected in acting,  or in  refraining  from acting,  under this
     Agreement and the other Loan Documents in accordance  with a request of the
     Required Lenders (or, if so specified by this Agreement,  all Lenders), and
     such request and any action taken or failure to act pursuant  thereto shall
     be binding upon all the Lenders and all future holders of the Loans.

9.5       Notice of Default.

          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
     notice from a Lender, Holdings or the Borrower referring to this Agreement,
     describing such Default or Event of Default and stating that such notice is
     a "notice of default".  In the event that the Administrative Agent receives
     such a notice,  the  Administrative  Agent shall give notice thereof to the
     Lenders.  The  Administrative  Agent shall take such action with respect to
     such  Default or Event of Default as shall be  reasonably  directed  by the
     Required  Lenders  (or, if so specified by this  Agreement,  all  Lenders);
     provided that unless and until the Administrative Agent shall have received
     such directions,  the Administrative  Agent may (but shall not be obligated
     to) take such action,  or refrain from taking such action,  with respect to
     such  Default or Event of Default  as it shall deem  advisable  in the best
     interests of the Lenders.

9.6       Non-Reliance on Agents and Other Lenders.

          Each Lender expressly  acknowledges that neither the Agents nor any of
     their respective officers, directors, employees, agents,  attorneys-in-fact
     or affiliates have made any representations or warranties to it and that no
     act by any Agent hereinafter taken,  including any review of the affairs of
     a Loan  Party  or any  affiliate  of a  Loan  Party,  shall  be  deemed  to
     constitute any representation or warranty by any Agent to any Lender.  Each
     Lender  represents  to the Agents  that it has,  independently  and without
     reliance  upon any Agent or any other Lender,  and based on such  documents
     and information as it has deemed appropriate, made its own appraisal of and
     investigation into the business, operations,  property, financial and other
     condition and creditworthiness of the Loan Parties and their affiliates and
     made its own  decision  to make its Loans  hereunder  and  enter  into this
     Agreement.  Each Lender also  represents  that it will,  independently  and
     without  reliance  upon any  Agent or any other  Lender,  and based on such
     documents  and  information  as it  shall  deem  appropriate  at the  time,
     continue  to make its own credit  analysis,  appraisals  and  decisions  in
     taking or not  taking  action  under  this  Agreement  and the  other  Loan
     Documents,  and to make such  investigation as it deems necessary to inform
     itself  as to the  business,  operations,  property,  financial  and  other
     condition and  creditworthiness  of the Loan Parties and their  affiliates.
     Except for notices,  reports and other documents  expressly  required to be
     furnished to the Lenders by the  Administrative  Agent hereunder,  no Agent
     shall have any duty or responsibility to provide any Lender with any credit
     or  other  information  concerning  the  business,  operations,   property,
     condition  (financial or otherwise),  prospects or  creditworthiness of any
     Loan  Party or any  affiliate  of a Loan  Party  which  may  come  into the
     possession  of such  Agent or any of its  officers,  directors,  employees,
     agents, attorneys-in-fact or affiliates.

9.7       Indemnification.

          The Lenders agree to indemnify  each Agent in its capacity as such (to
     the extent not reimbursed by Holdings or the Borrower and without  limiting
     the obligation of Holdings or the Borrower to do so), ratably  according to
     their respective  Aggregate  Exposure  Percentages in effect on the date on
     which   indemnification   is  sought   under  this   Section  9.7  (or,  if
     indemnification  is sought after the date upon which the Commitments  shall
     have  terminated  and the Loans  shall  have been paid in full,  ratably in
     accordance with such Aggregate  Exposure  Percentages  immediately prior to
     such date), from and against any and all liabilities,  obligations, losses,
     damages,   penalties,   actions,   judgments,  suits,  costs,  expenses  or
     disbursements  of any kind  whatsoever  which  may at any time  (including,
     without  limitation,  at any time  following  the  payment of the Loans) be
     imposed on, incurred by or asserted  against such Agent in any way relating
     to or arising out of, the  Commitments,  this  Agreement,  any of the other
     Loan  Documents or any documents  contemplated  by or referred to herein or
     therein or the  transactions  contemplated  hereby or thereby or any action
     taken or  omitted  by such  Agent  under or in  connection  with any of the
     foregoing;  provided  that no Lender shall be liable for the payment of any
     portion  of such  liabilities,  obligations,  losses,  damages,  penalties,
     actions, judgments, suits, costs, expenses or disbursements which are found
     by a final and nonappealable  decision of a court of competent jurisdiction
     to have resulted from such Agent's gross negligence or willful  misconduct.
     The  agreements  in this Section 9.7 shall survive the payment of the Loans
     and all other amounts payable hereunder.

9.8       Agent in Its  Individual  Capacity.

          Each Agent and its affiliates may make loans to, accept  deposits from
     and generally  engage in any kind of business with any Loan Party as though
     such Agent was not an Agent.  With  respect to its Loans made or renewed by
     it and with respect to any Letter of Credit  issued or  participated  in by
     it, each Agent shall have the same rights and powers  under this  Agreement
     and the other Loan  Documents  as any Lender and may  exercise  the same as
     though it were not an Agent,  and the terms  "Lender" and  "Lenders"  shall
     include each Agent in its individual capacity.

9.9       Successor  Agents.

          The  Administrative  Agent may resign as Administrative  Agent upon 10
     days' notice to the Lenders and the Borrower.  If the Administrative  Agent
     shall resign as  Administrative  Agent under this  Agreement  and the other
     Loan  Documents,  then the Required  Lenders  shall  appoint from among the
     Lenders a successor  agent for the  Lenders,  which  successor  agent shall
     (unless an Event of Default under Section 8(a) or Section 8(f) with respect
     to the  Borrower  shall  have  occurred  and be  continuing)  be subject to
     approval by the Borrower (which approval shall not be unreasonably withheld
     or delayed),  whereupon such  successor  agent shall succeed to the rights,
     powers and duties of the Administrative Agent, and the term "Administrative
     Agent" shall mean such successor agent effective upon such  appointment and
     approval,  and the former Administrative  Agent's rights, powers and duties
     as Administrative  Agent shall be terminated,  without any other or further
     act or deed on the part of such former  Administrative  Agent or any of the
     parties to this  Agreement  or any  holders of the Loans.  If no  successor
     agent has accepted  appointment as Administrative Agent by the date that is
     10 days following a retiring  Administrative Agent's notice of resignation,
     the  retiring   Administrative   Agent's   resignation  shall  nevertheless
     thereupon become effective, and the Lenders shall assume and perform all of
     the duties of the  Administrative  Agent hereunder until such time, if any,
     as the Required  Lenders  appoint a successor  agent as provided for above.
     The  Syndication  Agent may, at any time,  by notice to the Lenders and the
     Administrative Agent, resign as Syndication Agent hereunder,  whereupon the
     duties,   rights,   obligations   and   responsibilities   hereunder  shall
     automatically   be  assumed   by,  and  inure  to  the   benefit   of,  the
     Administrative Agent, without any further act by the Syndication Agent, the
     Administrative  Agent or any Lender. After any retiring Agent's resignation
     as Agent, the provisions of this Section 9 shall inure to its benefit as to
     any  actions  taken or omitted  to be taken by it while it was Agent  under
     this Agreement and the other Loan Documents.

9.10      Authorization  to  Release  Liens.

          The Administrative  Agent is hereby irrevocably  authorized by each of
     the Lenders to release any Lien  covering  any  Property of the Borrower or
     any of its  Subsidiaries  that is the  subject  of a  Disposition  which is
     permitted by this  Agreement or which has been  consented to in  accordance
     with Section 10.1.

9.11      The Arranger.

          The  Arranger,  in its  capacity  as such,  shall  have no  duties  or
     responsibilities,  and shall incur no liability,  under this  Agreement and
     the other Loan Documents.

9.12      The Documentation  Agent.

          The Documentation Agent, in its capacity as such, shall have no duties
     or responsibilities, and shall incur no liability, under this Agreement and
     the other Loan Documents.

                            SECTION 10. MISCELLANEOUS

10.1      Amendments and Waivers.

          Neither this Agreement,  any other Loan Document, nor any terms hereof
     or thereof may be amended,  supplemented  or modified  except in accordance
     with the  provisions  of this Section 10.1.  The Required  Lenders and each
     Loan Party party to the relevant  Loan  Document  may, or (with the written
     consent of the  Required  Lenders)  the Agents and each Loan Party party to
     the relevant Loan  Document may, from time to time,  (a) enter into written
     amendments,  supplements  or  modifications  hereto  and to the other  Loan
     Documents for the purpose of adding any provisions to this Agreement or the
     other Loan Documents or changing in any manner the rights of the Lenders or
     of the Loan Parties hereunder or thereunder or (b) waive, on such terms and
     conditions as the Required Lenders,  or the Agents, as the case may be, may
     specify in such  instrument,  any of the  requirements of this Agreement or
     the  other  Loan  Documents  or any  Default  or Event of  Default  and its
     consequences; provided, however, that no such waiver and no such amendment,
     supplement or modification shall (i) forgive the principal amount or extend
     the final scheduled date of maturity of any Loan, extend the scheduled date
     of any  amortization  payment in respect of any  Tranche B Term Loan or any
     Tranche C Term Loan, reduce the stated rate of any interest,  fee or letter
     of credit commission  payable hereunder or extend the scheduled date of any
     payment  thereof,  or increase the amount or extend the expiration  date of
     any Lender's Revolving Credit Commitment,  in each case without the consent
     of each Lender directly affected thereby;  (ii) amend,  modify or waive any
     provision of this Section  10.1 or reduce any  percentage  specified in the
     definition of Required Lenders or Required Prepayment  Lenders,  consent to
     the  assignment  or  transfer  by the  Borrower  of any of its  rights  and
     obligations under this Agreement and the other Loan Documents,  release all
     or substantially  all of the Collateral or release all or substantially all
     of the Subsidiary Guarantors from their obligations under the Guarantee and
     Collateral  Agreement,  in each case  without  the  written  consent of all
     Lenders;  (iii)  amend,  modify or waive  any  condition  precedent  to any
     extension  of  credit  under the  Revolving  Credit  Facility  set forth in
     Section 5.2 (including,  without limitation,  in connection with any waiver
     of an existing  Default or Event of Default) without the written consent of
     the Majority Revolving Credit Facility Lenders;  (iv) reduce the percentage
     specified  in the  definition  of  Majority  Facility  Lenders  without the
     written  consent of all Lenders  under each affected  Facility;  (v) amend,
     modify or waive any  provision of Section 9 without the written  consent of
     the Agents;  (vi) amend, modify or waive any provision of Section 3 without
     the written consent of the Issuing Lender, (vii) amend, modify or waive any
     provision  of Section  2.10  without  the written  consent of the  Required
     Prepayment   Lenders  or  (viii)  increase  the  Advance  Rate  beyond  the
     percentage in effect on the Closing Date or make any  eligibility  criteria
     less restrictive without the consent of Lenders holding at least __% of the
     Revolving  Credit  Commitments.  Any such  waiver  and any such  amendment,
     supplement or  modification  shall apply equally to each of the Lenders and
     shall be binding upon the Loan  Parties,  the Lenders,  the  Administrative
     Agent and all future holders of the Loans.  In the case of any waiver,  the
     Loan Parties, the Lenders and the Administrative Agent shall be restored to
     their  former  position  and  rights  hereunder  and under  the other  Loan
     Documents, and any Default or Event of Default waived shall be deemed to be
     cured and not continuing; but no such waiver shall extend to any subsequent
     or other  Default  or Event of  Default,  or impair  any  right  consequent
     thereon.

10.2           Notices.

          All notices,  requests and demands to or upon the  respective  parties
     hereto to be effective  shall be in writing  (including by telecopy),  and,
     unless otherwise  expressly  provided herein,  shall be deemed to have been
     duly given or made when  delivered,  or three  Business  Days  after  being
     deposited in the mail, postage prepaid, or, in the case of telecopy notice,
     when received,  addressed as follows in the case of Holdings, the Borrower,
     the Syndication Agent and the Administrative  Agent, and as set forth in an
     administrative  questionnaire  delivered to the Administrative Agent in the
     case of the Lenders,  or to such other address as may be hereafter notified
     by the respective parties hereto:

         Holdings:                        NCI Acquisition Corporation
                                          2255 Northwest Parkway, Suite H
                                          Marietta, Georgia 30067
                                          Attention:  Michael Lord
                                          Telecopy:   (770) 644-7420
                                          Telephone:  (770) 644-7452

         The Borrower:                    Nationwide Credit, Inc.
                                          2255 Northwest Parkway, Suite H
                                          Marietta, Georgia 30067
                                          Attention:  Michael Lord
                                          Telecopy:   (770) 644-7420
                                          Telephone:  (770) 644-7452

         In the case of Holdings, and the      Weiss, Peck & Greer
         Borrower, with a copy to:             One New York Plaza, 30th Floor
                                               New York, New York  10004
                                               Attention:  Craig S. Whiting
                                               Telecopy:   (212) 908-0112
                                               Telephone:  (212) 908-9500

                                               Centre Partners Management LLC
                                               30 Rockefeller Plaza, Suite 5050
                                               New York, New York  10020
                                               Attention:  Paul Zepf
                                               Telecopy:   (212) 332-5801
                                               Telephone:  (212) 332-5800
                                                           and

                                               Weil, Gotshal & Manges LLP
                                               767 Fifth Avenue
                                               New York, New York  10153
                                               Attention:  Jane McDonald

      The Syndication Agent:                   Lehman Commercial Paper Inc.
                                               3 World Financial Center
                                               New York, New York 10285
                                               Attention:  Michele Swanson
                                               Telecopy:  (212) 528-0819
                                               Telephone:  (212) 526-0330

         The Administrative Agent or the       Fleet Capital Corporation
         Collateral Monitoring Agent:          200 Glastonbury Boulevard
                                               Glastonbury, CT  06033
                                               Attention:  Kim Bushey
                                               Telecopy:  (860) 657-7759
                                               Telephone:  (860) 657-7769

     provided  that any  notice,  request  or demand to or upon any Agent or the
     Lenders shall not be effective until received.

10.3      No Waiver;  Cumulative  Remedies.

          No failure to exercise and no delay in exercising,  on the part of the
     either Agent or any Lender, any right, remedy, power or privilege hereunder
     or under the other Loan Documents  shall operate as a waiver  thereof;  nor
     shall  any  single or  partial  exercise  of any  right,  remedy,  power or
     privilege  hereunder  preclude any other or further exercise thereof or the
     exercise  of any other  right,  remedy,  power or  privilege.  The  rights,
     remedies,  powers and  privileges  herein  provided are  cumulative and not
     exclusive of any rights, remedies, powers and privileges provided by law.

10.4      Survival  of  Representations  and  Warranties.

          All representations  and warranties made hereunder,  in the other Loan
     Documents and in any document,  certificate or statement delivered pursuant
     hereto or in connection  herewith  shall survive the execution and delivery
     of this Agreement and the making of the Loans hereunder.

10.5      Payment of Expenses.

          The  Borrower  agrees  (a) to pay or  reimburse  the  Agents  and  the
     Arranger for all their reasonable out-of-pocket costs and expenses incurred
     in connection with the  development,  preparation and execution of, and any
     amendment, supplement or modification to, this Agreement and the other Loan
     Documents  and any other  documents  prepared  in  connection  herewith  or
     therewith,  and the  consummation  and  administration  of the transactions
     contemplated  hereby  and  thereby,  including,   without  limitation,  the
     reasonable fees and disbursements of counsel to the  Administrative  Agent,
     (b) to pay or  reimburse  each  Lender and the Agents for all its costs and
     expenses incurred in connection with the enforcement or preservation of any
     rights under this  Agreement,  the other Loan  Documents and any such other
     documents,  including,  without  limitation,  the fees and disbursements of
     counsel  (including the allocated fees and expenses of in-house counsel) to
     each Lender and of counsel to the Agents, (c) to pay,  indemnify,  and hold
     each Lender and the Agents  harmless from, any and all recording and filing
     fees or any  amendment,  supplement  or  modification  of, or any waiver or
     consent under or in respect of, this  Agreement,  the other Loan  Documents
     and any such  other  documents,  and (d) to pay,  indemnify,  and hold each
     Lender,  the  Arranger  and  the  Agents  and  their  respective  officers,
     directors, employees,  affiliates, agents and controlling persons (each, an
     "indemnitee")  harmless  from and  against  any and all other  liabilities,
     obligations,  losses, damages, penalties, actions, judgments, suits, costs,
     expenses or disbursements of any kind or nature  whatsoever with respect to
     the execution,  delivery,  enforcement,  performance and  administration of
     this  Agreement,  the other Loan  Documents  and any such other  documents,
     including,  without limitation, any of the foregoing relating to the use of
     proceeds of the Loans or the violation of,  noncompliance with or liability
     under, any Environmental Law applicable to the operations of Holdings,  the
     Borrower  any  of  its  Subsidiaries  or any  of  the  Properties  and  the
     reasonable  fees and expenses of legal counsel in  connection  with claims,
     actions or  proceedings by any  indemnitee  against the Borrower  hereunder
     (all the  foregoing  in this clause  (d),  collectively,  the  "indemnified
     liabilities"),  provided,  that  the  Borrower  shall  have  no  obligation
     hereunder to any indemnitee with respect to indemnified  liabilities to the
     extent such indemnified  liabilities are found by a final and nonappealable
     decision of a court of competent  jurisdiction  to have  resulted  from the
     gross negligence or willful misconduct of such indemnitee. Without limiting
     the foregoing,  and to the extent permitted by applicable law, the Borrower
     agrees  not to assert  and to cause its  Subsidiaries  not to  assert,  and
     hereby waive and agree to cause its  Subsidiaries  to so waive,  all rights
     for  contribution  or any other  rights of  recovery  with  respect  to all
     claims, demands, penalties, fines, liabilities, settlements, damages, costs
     and expenses of whatever kind or nature,  under or related to Environmental
     Laws,  that any of them  might have by statute  or  otherwise  against  any
     indemnitee.  The agreements in this Section shall survive  repayment of the
     Loans and all other amounts payable hereunder.

10.6      Successors and Assigns; Participations and Assignments.

          (a) This  Agreement  shall be binding upon and inure to the benefit of
     Holdings,  the Borrower, the Lenders, the Agents, all future holders of the
     Loans and their respective successors and assigns, except that the Borrower
     may not  assign or  transfer  any of its rights or  obligations  under this
     Agreement without the prior written consent of the Agents and each Lender.

          (b) Any Lender  may,  without  the  consent of the  Borrower  and with
     notice to the Syndication  Agent, in accordance with applicable law, at any
     time sell to one or more banks,  financial  institutions  or other entities
     (each, a "Participant")  participating  interests in any Loan owing to such
     Lender,  any Commitment of such Lender or any other interest of such Lender
     hereunder and under the other Loan Documents. In the event of any such sale
     by a Lender of a  participating  interest to a  Participant,  such Lender's
     obligations  under this  Agreement to the other  parties to this  Agreement
     shall remain unchanged, such Lender shall remain solely responsible for the
     performance  thereof,  such Lender shall remain the holder of any such Loan
     for all purposes under this Agreement and the other Loan Documents, and the
     Borrower  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 the  other  Loan  Documents.  In no  event  shall  any
     Participant  under any such  participation  have any right to  approve  any
     amendment or waiver of any provision of any Loan  Document,  or any consent
     to any  departure  by any Loan Party  therefrom,  except to the extent that
     such  amendment,  waiver or  consent  would  reduce  the  principal  of, or
     interest on, the Loans or any fees payable hereunder,  or postpone the date
     of the final  maturity of the Loans,  in each case to the extent subject to
     such  participation.  The Borrower agrees that if amounts outstanding under
     this Agreement and the Loans are due or unpaid, or shall have been declared
     or shall have become due and  payable  upon the  occurrence  of an Event of
     Default,  each  Participant  shall,  to the  maximum  extent  permitted  by
     applicable  law,  be deemed to have the right of setoff in  respect  of its
     participating  interest in amounts  owing under this  Agreement to the same
     extent as if the amount of its  participating  interest were owing directly
     to it as a Lender under this  Agreement,  provided that, in purchasing such
     participating  interest, such Participant shall be deemed to have agreed to
     share with the Lenders the proceeds  thereof as provided in Section 10.7(a)
     as fully as if it were a Lender  hereunder.  The Borrower  also agrees that
     each  Participant  shall be entitled to the benefits of Sections 2.17, 2.18
     and 2.19 with respect to its participation in the Commitments and the Loans
     outstanding from time to time as if it was a Lender;  provided that, in the
     case of  Section  2.18,  such  Participant  shall  have  complied  with the
     requirements  of said Section and provided,  further,  that no  Participant
     shall be  entitled  to receive  any  greater  amount  pursuant  to any such
     Section than the  transferor  Lender would have been entitled to receive in
     respect of the amount of the  participation  transferred by such transferor
     Lender to such Participant had no such transfer occurred.

          (c) Any Lender (an "Assignor")  may, in accordance with applicable law
     and with written notice to the Syndication Agent, at any time and from time
     to time  assign to any Lender or any  affiliate  thereof or a Person  under
     common  management  with a Lender or, with the consent of the  Borrower and
     the  Syndicate  Agent  (which,  in each  case,  shall  not be  unreasonably
     withheld or delayed), to an additional bank, financial institution or other
     entity (an "Assignee") all or any part of its rights and obligations  under
     this Agreement pursuant to an Assignment and Acceptance (an "Assignment and
     Acceptance")  substantially  in the form of  Exhibit  D,  executed  by such
     Assignee, such Assignor, the Syndication Agent and the Administrative Agent
     (and,  where the  consent  of the  Borrower  is  required  pursuant  to the
     foregoing provisions,  by the Borrower) and delivered to the Administrative
     Agent for its  acceptance  and recording in the Register;  provided that no
     such  assignment  to an Assignee  (other  than any Lender or any  affiliate
     thereof) shall be in an aggregate  principal amount of less than $5,000,000
     (other  than in the case of an  assignment  of all of a Lender's  interests
     under  this  Agreement),  unless  otherwise  agreed  by the  Borrower,  the
     Syndication  Agent and the  Administrative  Agent. Any such assignment need
     not be  ratable as among the  Facilities.  Upon such  execution,  delivery,
     acceptance  and  recording,  from and after the effective  date  determined
     pursuant to such  Assignment and  Acceptance,  (x) the Assignee  thereunder
     shall be a party hereto and, to the extent  provided in such Assignment and
     Acceptance,  have the rights and  obligations of a Lender  hereunder with a
     Commitment  and/or  Loans  as set  forth  therein,  and  (y)  the  Assignor
     thereunder shall, to the extent provided in such Assignment and Acceptance,
     be released from its obligations  under this Agreement (and, in the case of
     an  Assignment  and  Acceptance  covering all of an  Assignor's  rights and
     obligations under this Agreement, such assigning Lender shall cease to be a
     party  hereto).  Notwithstanding  any provision of this Section  11.6,  the
     consent of the  Borrower  shall not be required  for any  assignment  which
     occurs at any time when any Event of  Default  shall have  occurred  and be
     continuing.

          (d) The Administrative  Agent (acting for this purpose as agent of the
     Borrower) shall maintain at its address  referred to in Section 10.2 a copy
     of each  Assignment  and  Acceptance  delivered  to it and a register  (the
     "Register")  for the  recordation of the names and addresses of the Lenders
     and the  Commitment  of, and  principal  amount of the Loans owing to, each
     Lender from time to time and any Notes  evidencing 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  whose name is recorded in the Register as the owner of the Loan and
     any Note  evidencing  such Loan  recorded  therein for all purposes of this
     Agreement.  Any  assignment  of any Loan whether or not evidenced by a Note
     shall be effective only upon appropriate entries with respect thereto being
     made in the  Register  (and each Note  shall  expressly  so  provide).  Any
     assignment  or transfer of all or part of a Loan  evidenced by a Note shall
     be  registered  on the Register only upon  surrender  for  registration  of
     assignment or transfer of the Note evidencing  such Loan,  accompanied by a
     duly  executed  Assignment  and  Acceptance,  and thereupon one or more new
     Notes  in the same  aggregate  principal  amount  shall  be  issued  to the
     designated   Assignee   and  the  old  Notes   shall  be  returned  by  the
     Administrative Agent to the Borrower marked "cancelled". The Register shall
     be available for inspection by the Borrower or any Lender at any reasonable
     time and from time to time upon reasonable prior notice.

          (e) Upon its receipt of an Assignment  and  Acceptance  executed by an
     assigning  Lender and an Assignee  (and, in the case of an Assignee that is
     not  then a  Lender  or an  affiliate  thereof  or a  Person  under  common
     management with such Lender, by the Borrower, the Administrative Agent, the
     Syndication  Agent and the Issuing  Lender)  together  with  payment to the
     Administrative Agent of a registration and processing fee of $2,000 (except
     that no such  registration  and  processing  fee  shall be  payable  (y) in
     connection with an assignment by or to Lehman  Commercial Paper Inc. or (z)
     in the case of an Assignee  which is already a Lender or is an affiliate of
     a  Lender  or  a  Person  under  common  management  with  a  Lender),  the
     Administrative   Agent  shall  (i)  promptly  accept  such  Assignment  and
     Acceptance  and (ii) on the  effective  date  determined  pursuant  thereto
     record the information contained therein in the Register and give notice of
     such  acceptance  and  recordation  to the Lenders and the Borrower.  On or
     prior to such  effective  date,  the  Borrower,  at its own  expense,  upon
     request, shall execute and deliver to the Administrative Agent (in exchange
     for the Revolving Credit Note and/or Term Notes, as the case may be, of the
     assigning  Lender) a new  Revolving  Credit Note and/or Term Notes,  as the
     case  may be,  to the  order of such  Assignee  in an  amount  equal to the
     Revolving Credit Commitment  and/or applicable  Tranche B Term Loans and/or
     applicable Tranche C Term Loans, as the case may be, assumed or acquired by
     it pursuant to such Assignment and Acceptance and, if the assigning  Lender
     has  retained a Revolving  Credit  Commitment  and/or  Tranche B Term Loans
     and/or  Tranche  C Term  Loans,  as the case may be,  upon  request,  a new
     Revolving  Credit Note and/or Term Notes,  as the case may be, to the order
     of  the  assigning  Lender  in an  amount  equal  to the  Revolving  Credit
     Commitment  and/or  applicable  Tranche B Term Loans and/or  Tranche C Term
     Loans, as the case may be,  retained by it hereunder.  Such new Notes shall
     be dated the Closing  Date and shall  otherwise  be in the form of the Note
     replaced thereby.

          (f) For avoidance of doubt, the parties to this Agreement  acknowledge
     that the  provisions of this Section  concerning  assignments  of Loans and
     Notes relate only to absolute  assignments  and that such provisions do not
     prohibit  assignments  creating  security  interests,   including,  without
     limitation, any pledge or assignment by a Lender of any Loan or Note to any
     Federal Reserve Bank in accordance with applicable law.

10.7      Adjustments;  Set-off.

          (a) Except to the extent that this Agreement  provides for payments to
     be allocated to the Lenders under a particular  Facility,  if any Lender (a
     "Benefitted  Lender")  shall at any time receive any payment of all or part
     of its Loans or the  Reimbursement  Obligations  owing to it,  or  interest
     thereon, or receive any collateral in respect thereof (whether  voluntarily
     or  involuntarily,  by set-off,  pursuant to events or  proceedings  of the
     nature referred to in Section 8(f), or otherwise),  in a greater proportion
     than any such payment to or  collateral  received by any other  Lender,  if
     any,  in  respect  of  such  other  Lender's  Loans  or  the  Reimbursement
     Obligations  owing  to  such  other  Lender,  or  interest  thereon,   such
     Benefitted  Lender  shall  purchase  for cash  from  the  other  Lenders  a
     participating  interest in such  portion of each such other  Lender's  Loan
     and/or of the Reimbursement Obligations owing to each such other Lender, or
     shall provide such other Lenders with the benefits of any such  collateral,
     or the proceeds  thereof,  as shall be  necessary to cause such  Benefitted
     Lender to share the  excess  payment  or  benefits  of such  collateral  or
     proceeds ratably with each of the Lenders;  provided,  however, that if all
     or any portion of such excess  payment or benefits is thereafter  recovered
     from such  Benefitted  Lender,  such purchase  shall be rescinded,  and the
     purchase price and benefits returned,  to the extent of such recovery,  but
     without interest.

          (b) In addition to any rights and remedies of the Lenders  provided by
     law, each Lender shall have the right,  without prior notice to Holdings or
     the Borrower,  any such notice being  expressly  waived by Holdings and the
     Borrower  to the  extent  permitted  by  applicable  law,  upon any  amount
     becoming due and payable by Holdings or the Borrower  hereunder (whether at
     the  stated  maturity,  by  acceleration  or  otherwise)  to  set  off  and
     appropriate and apply against such amount any and all deposits  (general or
     special,  time or demand,  provisional or final), in any currency,  and any
     other  credits,  indebtedness  or  claims,  in any  currency,  in each case
     whether direct or indirect,  absolute or contingent,  matured or unmatured,
     at any time held or owing by such Lender or any branch or agency thereof to
     or for the credit or the account of Holdings or the  Borrower.  Each Lender
     agrees  promptly to notify  Holdings,  the Borrower and the  Administrative
     Agent after any such setoff and application  made by such Lender,  provided
     that the failure to give such notice  shall not affect the validity of such
     setoff and application.

10.8      Counterparts.

          This  Agreement  may be executed by one or more of the parties to this
     Agreement on any number of separate  counterparts  (including by telecopy),
     and all of said  counterparts  taken together shall be deemed to constitute
     one and the same  instrument.  A set of the copies of this Agreement signed
     by all the parties shall be lodged with the Borrower and the Administrative
     Agent.

10.9      Severability.

          Any provision of this Agreement  which is prohibited or  unenforceable
     in any jurisdiction  shall, as to such jurisdiction,  be ineffective to the
     extent of such  prohibition or  unenforceability  without  invalidating the
     remaining  provisions hereof, and any such prohibition or  unenforceability
     in any  jurisdiction  shall not  invalidate  or render  unenforceable  such
     provision in any other jurisdiction.

10.10     Integration.

          This Agreement and the other Loan Documents represent the agreement of
     Holdings,  the  Borrower,  the  Administrative  Agent and the Lenders  with
     respect  to  the  subject  matter  hereof,   and  there  are  no  promises,
     undertakings,  representations or warranties by the Administrative Agent or
     any Lender  relative to subject  matter  hereof not  expressly set forth or
     referred to herein or in the other Loan Documents.

10.11     GOVERNING LAW.

          THIS  AGREEMENT  AND THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES UNDER
     THIS  AGREEMENT  SHALL BE GOVERNED BY, AND  CONSTRUED  AND  INTERPRETED  IN
     ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

10.12     Submission To Jurisdiction; Waivers.

          Each  of   Holdings   and  the   Borrower   hereby   irrevocably   and
     unconditionally:

          (a)  submits  for  itself  and its  Property  in any  legal  action or
     proceeding relating to this Agreement and the other Loan Documents to which
     it is a party,  or for  recognition  and  enforcement  of any  judgment  in
     respect thereof, to the non-exclusive general jurisdiction of the Courts of
     the State of New York,  the  courts of the United  States for the  Southern
     District of New York, and appellate  courts from any thereof;  (b) consents
     that any such action or proceeding may be brought in such courts and waives
     any  objection  that it may now or hereafter  have to the venue of any such
     action or  proceeding  in any such court or that such action or  proceeding
     was brought in an  inconvenient  court and agrees not to plead or claim the
     same;

          (b) agrees that  service of process in any such  action or  proceeding
     may be effected by mailing a copy thereof by registered  or certified  mail
     (or any substantially  similar form of mail),  postage prepaid, to Holdings
     or the  Borrower,  as the case may be at its  address  set forth in Section
     10.2 or at such other address of which the Administrative  Agent shall have
     been notified pursuant thereto;

          (c)  agrees  that  nothing  herein  shall  affect  the right to effect
     service of process in any other manner  permitted by law or shall limit the
     right to sue in any other jurisdiction; and

          (d) waives,  to the maximum extent not prohibited by law, any right it
     may have to claim or recover in any legal action or proceeding  referred to
     in this Section  10.12 any special,  exemplary,  punitive or  consequential
     damages.

10.13     Acknowledgements.

          Each  of  Holdings  and  the  Borrower   hereby   acknowledges   that:

          (a) it has been advised by counsel in the  negotiation,  execution and
     delivery of this Agreement and the other Loan Documents;

          (b) neither the Administrative  Agent nor any Lender has any fiduciary
     relationship  with or duty to Holdings or the Borrower arising out of or in
     connection with this Agreement or any of the other Loan Documents,  and the
     relationship  between  Administrative  Agent and Lenders,  on one hand, and
     Holdings and the Borrower,  on the other hand,  in  connection  herewith or
     therewith is solely that of debtor and creditor; and

          (c) no joint venture is created  hereby or by the other Loan Documents
     or otherwise exists by virtue of the transactions contemplated hereby among
     the Lenders or among Holdings, the Borrower and the Lenders.

10.14          WAIVERS OF JURY TRIAL.

          HOLDINGS,  THE BORROWER, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY
     AND  UNCONDITIONALLY  WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
     RELATING  TO  THIS  AGREEMENT  OR ANY  OTHER  LOAN  DOCUMENT  AND  FOR  ANY
     COUNTERCLAIM THEREIN.

10.15     Confidentiality.

          Each of the Agents and each  Lender  agrees to keep  confidential  all
     non-public  information  provided to it by any Loan Party  pursuant to this
     Agreement that is designated by such Loan Party as  confidential;  provided
     that nothing  herein shall prevent any Agent or any Lender from  disclosing
     any such information (a) to the  Administrative  Agent, any other Lender or
     any affiliate of any Lender,  (b) to any  Participant or Assignee  (each, a
     "Transferee")  or  prospective  Transferee  which agrees to comply with the
     provisions  of  this  Section,  (c) to the  employees,  directors,  agents,
     attorneys,  accountants and other  professional  advisors of such Lender or
     its  affiliates,  (d)  upon  the  request  or  demand  of any  Governmental
     Authority having  jurisdiction  over the such Agent or such Lender,  (e) in
     response to any order of any court or other  Governmental  Authority  or as
     may  otherwise  be required  pursuant  to any  Requirement  of Law,  (f) if
     requested or required to do so in connection with any litigation or similar
     proceeding,  (g) which has been publicly  disclosed other than in breach of
     this  Section  10.15,   (h)  to  the  National   Association  of  Insurance
     Commissioners  or any similar  organization  or any  nationally  recognized
     rating  agency  that  requires  access  to  information  about  a  Lender's
     investment portfolio in connection with ratings issued with respect to such
     Lender,  or (i) in connection with the exercise of any remedy  hereunder or
     under any other Loan Document.



<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed and delivered by their proper and duly  authorized
officers as of the day and year first above written.



<PAGE>



NCI ACQUISITION CORPORATION


By:__________________________________________
   Name:
   Title:


NATIONWIDE CREDIT, INC.


By:__________________________________________
   Name:
   Title:



<PAGE>



LEHMAN BROTHERS INC.,
as Arranger


By:__________________________________________
   Name:
   Title:


LEHMAN COMMERCIAL PAPER INC., as
  Syndication Agent and as a Lender


By:__________________________________________
   Name:
   Title:






<PAGE>



FLEET CAPITAL CORPORATION,  as Administrative Agent, Collateral Monitoring Agent
and as a Lender


By:__________________________________________
   Name:
   Title:





<PAGE>



BHF (USA) CAPITAL CORPORATION, as Documentation Agent and as a Lender


By:__________________________________________
   Name:
   Title:


By:__________________________________________
   Name:
   Title:


BALANCED HIGH-YIELD FUND 1 LTD.
By:  BHF (USA) Capital Corporation
        acting as attorney-in-fact


By:__________________________________________
   Name:
   Title:


<PAGE>








         Annex A

<TABLE>

                                                             Pricing Grid

<CAPTION>


                                 Applicable Margin                    Applicable Margin
                                for Eurodollar Loans                  or Base Rate Loans
                          -----------------------------------  ---------------------------------

       Consolidated       Revolving     Tranche B   Tranche C   Revolving   Tranche B  Tranche C  Commitment
       Total Debt          Credit        Term        Term        Credit      Term       Term        Fee
        Ratio               Loans        Loans       Loans       Loans       Loans      Loans       Rate
    ----------------- --------------  -----------  ---------- ------------- ---------- ---------- ------------
    <S>                   <C>           <C>         <C>         <C>         <C>         <C>         <C>
      7.00 to 1.00          3.750%      4.000%      4.250%      2.750%      3.000%      3.250%      0.625
    < 7.00 to 1.00          3.500%      3.750%      4.000%      2.500%      2.750%      3.000%      0.625
      but 6.00 to 1.00

    < 6.00 to 1.00          3.250%      3.500%      3.750%      2.250%      2.500%      2.750%      0.500
      but 5.50 to 1.00

    < 5.50 to 1.00          3.000%      3.250%      3.500%      2.000%      2.250%      2.500%      0.375
      but 5.00 to 1.00

    < 5.00 to 1.00          2.875%      3.125%      3.375%      1.875%      2.125%      2.375%      0.375
      but 4.50 to 1.00

    < 4.50 to 1.00          2.625%      3.000%      3.250%      1.625%      2.000%      2.250%      0.375
      but 4.00 to 1.00

    < 4.00 to 1.00          2.500%      2.875%      3.125%      1.500%      1.875%      2.125%      0.375
      but 3.50 to 1.00

    < 3.50 to 1.00          2.375%      2.750%      3.000%      1.375%      1.750%      2.000%      0.250
</TABLE>






<PAGE>









                                                       Pricing Grid (continued)


Changes in the Applicable  Margin with respect to the Revolving  Credit Loan and
the Tranche B Term Loans and Tranche C Term Loans  resulting from changes in the
Consolidated   Total  Debt  Ratio  shall  become  effective  on  the  date  (the
"Adjustment  Date") on which  financial  statements are delivered to the Lenders
pursuant  to Section 6.1 (but in any event not later than the 45th day after the
end of each of the first three quarterly periods of each fiscal year or the 90th
day after the end of each fiscal  year,  as the case may be) and shall remain in
effect until the next change to be effected  pursuant to this paragraph.  If any
financial statements referred to above are not delivered within the time periods
specified  above,  then,  until such financial  statements  are  delivered,  the
Consolidated Total Debt Ratio as at the end of the fiscal period that would have
been covered  thereby shall for the purposes of this  definition be deemed to be
greater  than 7.00 to 1. In  addition,  at all times  while an Event of  Default
shall have occurred and be continuing,  the Consolidated  Total Debt Ratio shall
for the purposes of this definition be deemed to be greater than 7.00 to 1. Each
determination of the  Consolidated  Total Debt Ratio pursuant to this definition
shall be made with respect to the period of four consecutive  fiscal quarters of
the Borrower  ending at the end of the period covered by the relevant  financial
statements.

It is  understood  and agreed that,  for purposes of the Pricing Grid only,  any
Capital  Lease  Obligations  of the  Borrower  and  its  Subsidiaries  shall  be
disregarded for purposes of determining Consolidated Total Debt Ratio.

<PAGE>



         SCHEDULE 1.1A


<TABLE>
<CAPTION>

                                              COMMITMENTS: LENDING OFFICES AND ADDRESSES



Name of Lender and                                                   Tranche B           Tranche C
Information for Notices                      Revolving Credit       Term Loans          Term Loans
                                                Commitments         Outstanding         Outstanding
                                             ----------------    ---------------       -------------
<S>                                           <C>                  <C>                  <C>
Lehman Commercial Paper Inc.                  $6,071,425.00        $9,685,000.00        $1,675,713.30
Fleet Capital Corporation                     $3,214,287.50        $4,470,000.00        $887,143.35
BHF (USA) Capital Corporation                 $3,214,287.50                             $887,143.35
Balanced High-Yield Fund I Ltd.                                    $4,470,000.00

</TABLE>