Exhibit 10.11  AMENDED AND RESTATED  REVOLVING CREDIT AND TERM LOAN AGREEMENT  dated as of October 10, 2007  among  STANLEY, INC. as Borrower  THE LENDERS FROM TIME TO TIME PARTY HERETO  and  SUNTRUST BANK as Administrative Agent  and  M&T BANK and BRANCH BANKING & TRUST COMPANY as Co-Documentation Agents   SUNTRUST ROBINSON HUMPRHEY, INC., as Arranger and Book Manager


TABLE OF CONTENTS  PageARTICLE 1 DEFINITIONS;
  CONSTRUCTION
  1Section 1.1.
  
  Definitions
  1Section 1.2.
  
  Classifications of
  Loans and Borrowings
  23Section 1.3.
  
  Accounting Terms
  and Determination
  23Section 1.4.
  
  Terms Generally
  24ARTICLE 2 AMOUNT AND TERMS OF
  THE COMMITMENTS
  24Section 2.1.
  
  General Description
  of Facilities
  24Section 2.2.
  
  Revolving Loans
  24Section 2.3.
  
  Procedure for
  Revolving Borrowings
  25Section 2.4.
  
  Swingline
  Commitment
  25Section 2.5.
  
  Reserved
  27Section 2.6.
  
  Term Loan
  Commitments
  27Section 2.7.
  
  Funding of
  Borrowings
  27Section 2.8.
  
  Interest Elections
  28Section 2.9.
  
  Optional Reduction
  and Termination of Commitments
  29Section 2.10.
  
  Repayment of Loans
  30Section 2.11.
  
  Evidence of
  Indebtedness
  30Section 2.12.
  
  Optional
  Prepayments
  30Section 2.13.
  
  Mandatory
  Prepayments
  31Section 2.14.
  
  Interest on Loans
  32Section 2.15.
  
  Fees
  33Section 2.16.
  
  Computation of
  Interest and Fees
  34Section 2.17.
  
  Inability to
  Determine Interest Rates
  34Section 2.18.
  
  Illegality
  35Section 2.19.
  
  Increased Costs
  35Section 2.20.
  
  Funding Indemnity
  37Section 2.21.
  
  Taxes
  37Section 2.22.
  
  Payments Generally;
  Pro Rata Treatment; Sharing of Set-offs
  39Section 2.23.
  
  Letters of Credit
  41Section 2.24.
  
  Increase of Commitments;
  Additional Lenders
  46Section 2.25.
  
  Mitigation of
  Obligations
  47Section 2.26.
  
  Replacement of
  Lenders
  47ARTICLE 3 CONDITIONS
  PRECEDENT TO LOANS AND LETTERS OF CREDIT
  48Section 3.1.
  
  Conditions To
  Effectiveness
  48Section 3.2.
  
  Each Credit Event
  51Section 3.3.
  
  Delivery of
  Documents
  51


ARTICLE 4 REPRESENTATIONS AND
  WARRANTIES
  51Section 4.1.
  
  Existence; Power
  51Section 4.2.
  
  Organizational
  Power; Authorization
  51Section 4.3.
  
  Governmental
  Approvals; No Conflicts
  52Section 4.4.
  
  Financial
  Statements
  52Section 4.5.
  
  Litigation and
  Environmental Matters
  52Section 4.6.
  
  Compliance with
  Laws and Agreements
  53Section 4.7.
  
  Investment Company
  Act, Etc.
  53Section 4.8.
  
  Taxes
  53Section 4.9.
  
  Margin Regulations
  53Section 4.10.
  
  ERISA
  53Section 4.11.
  
  Ownership of
  Property
  54Section 4.12.
  
  Disclosure
  54Section 4.13.
  
  Labor Relations
  54Section 4.14.
  
  Subsidiaries
  55Section 4.15.
  
  Insolvency
  55Section 4.16.
  
  Reserved
  55Section 4.17.
  
  OFAC
  55Section 4.18.
  
  Patriot Act
  55Section 4.19.
  
  Debarment and
  Suspension
  55Section 4.20.
  
  Security Documents
  56ARTICLE 5 AFFIRMATIVE COVENANTS
  56Section 5.1.
  
  Financial
  Statements and Other Information
  56Section 5.2.
  
  Notices of Material
  Events
  57Section 5.3.
  
  Existence; Conduct
  of Business
  58Section 5.4.
  
  Compliance with
  Laws, Etc.
  58Section 5.5.
  
  Payment of
  Obligations
  59Section 5.6.
  
  Books and Records
  59Section 5.7.
  
  Visitation,
  Inspection, Etc.
  59Section 5.8.
  
  Maintenance of
  Properties;  Insurance
  59Section 5.9.
  
  Use of Proceeds and
  Letters of Credit
  59Section 5.10.
  
  Reserved
  60Section 5.11.
  
  Additional
  Subsidiaries
  60Section 5.12.
  
  Further Assurances
  60Section 5.13.
  
  Primary Operating
  Account
  61ARTICLE 6 FINANCIAL COVENANTS
  61Section 6.1.
  
  Leverage Ratio
  61Section 6.2.
  
  Fixed Charge
  Coverage Ratio
  61ARTICLE 7 NEGATIVE COVENANTS
  61Section 7.1.
  
  Indebtedness and
  Disqualified Stock
  61Section 7.2.
  
  Negative Pledge
  62Section 7.3.
  
  Fundamental Changes
  63  ii


Section 7.4.
  
  Investments, Loans,
  Etc.
  64Section 7.5.
  
  Restricted Payments
  65Section 7.6.
  
  Sale of Assets
  65Section 7.7.
  
  Transactions with
  Affiliates
  66Section 7.8.
  
  Restrictive
  Agreements
  66Section 7.9.
  
  Sale and Leaseback
  Transactions
  66Section 7.10.
  
  Hedging
  Transactions
  66Section 7.11.
  
  Amendment to
  Material Documents
  67Section 7.12.
  
  Permitted
  Subordinated Indebtedness
  67Section 7.13.
  
  Accounting Changes
  67ARTICLE 8 EVENTS OF DEFAULT
  67Section 8.1.
  
  Events of Default
  67ARTICLE 9 THE ADMINISTRATIVE
  AGENT
  70Section 9.1.
  
  Appointment of
  Administrative Agent
  70Section 9.2.
  
  Nature of Duties of
  Administrative Agent
  71Section 9.3.
  
  Lack of Reliance on
  the Administrative Agent
  72Section 9.4.
  
  Certain Rights of
  the Administrative Agent
  72Section 9.5.
  
  Reliance by
  Administrative Agent
  72Section 9.6.
  
  The Administrative
  Agent in its Individual Capacity
  72Section 9.7.
  
  Successor
  Administrative Agent
  73Section 9.8.
  
  Authorization to
  Execute other Loan Documents; Collateral
  73Section 9.9.
  
  Benefits of Article
  9
  75Section 9.10.
  
  Titled Agents
  75ARTICLE 10 MISCELLANEOUS
  75Section 10.1.
  
  Notices
  75Section 10.2.
  
  Waiver; Amendments
  77Section 10.3.
  
  Expenses;
  Indemnification
  78Section 10.4.
  
  Successors and
  Assigns
  80Section 10.5.
  
  Governing Law;
  Jurisdiction; Consent to Service of Process
  83Section 10.6.
  
  WAIVER OF JURY
  TRIAL
  84Section 10.7.
  
  Right of Setoff
  84Section 10.8.
  
  Counterparts;
  Integration
  84Section 10.9.
  
  Survival
  85Section 10.10.
  
  Severability
  85Section 10.11.
  
  Confidentiality
  85Section 10.12.
  
  Interest Rate
  Limitation
  86Section 10.13.
  
  Waiver of Effect of
  Corporate Seal
  86Section 10.14.
  
  Patriot Act
  86  iii


SchedulesSchedule I
  -
  Applicable Margin and Applicable PercentageSchedule II
  -
  Commitment AmountsSchedule
  2.23
  -
  Existing Letters of CreditSchedule 4.5
  -
  Environmental MattersSchedule 4.14
  -
  SubsidiariesSchedule 7.1
  -
  Outstanding IndebtednessSchedule 7.2
  -
  Existing LiensSchedule 7.4
  -
  Existing InvestmentsExhibitsExhibit A
  -
  Form of Revolving Credit NoteExhibit B
  -
  Form of Term NoteExhibit C
  -
  ReservedExhibit D
  -
  Form of Swingline NoteExhibit E
  -
  Form of Assignment and AssumptionExhibit F
  -
  Form of Subsidiary Guaranty AgreementExhibit G
  -
  Form of Security AgreementExhibit 2.3
  -
  Form of Notice of Revolving BorrowingExhibit 2.4
  -
  Form of Notice of Swingline BorrowingExhibit 2.8
  -
  Form of Notice of Continuation/ConversionExhibit 2.22
  -
  Form of Prepayment NoticeExhibit 5.1(c)
  -
  Form of Compliance Certificate  iv


AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT  THIS
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT(this
Agreement)is made and
entered into as of October 10, 2007,
by and among STANLEY, INC., a Delaware
corporation (the Borrower), the several banks and other financial
institutions and lenders from time to time party hereto (the Lenders),
and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the
Administrative Agent), as issuing bank (the Issuing Bank) and
as swingline lender (the Swingline Lender).  W I T N E
S S E T H:  The
Administrative Agent, certain of the Lenders and the Borrower are parties to a
Revolving Credit and Term Loan Agreement, dated as of February 16, 2006 (as
amended, modified or supplemented to the date hereof, the Existing Credit
Agreement), pursuant to which the Lenders extend credit to the Borrower.  WHEREAS,
the Borrower has requested that (a) the Revolving Loan Lenders establish a $150,000,000revolving
credit facility in favor, and (b) the Term Loan Lenders make term loans in an
aggregate principal amount equal to $37,000,000 to, the Borrower;  WHEREAS,
subject to the terms and conditions of this Agreement, which amends and
restates the Existing Credit Agreement in its entirety, the Revolving Loan
Lenders, the Term Loan Lenders, the Issuing Bank and the Swingline Lender to
the extent of their respective Commitments as defined herein, are willing
severally to establish the requested revolving credit facility, letter of
credit subfacility and the swingline subfacility in favor of and severally to
make the term loans to the Borrower.  NOW,
THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Borrower, the Lenders, the
Administrative Agent, the Issuing Bank and the Swingline Lender agree as
follows:  ARTICLE 1  DEFINITIONS; CONSTRUCTION  Section 1.1.            Definitions. In addition to the other
terms defined herein, the following terms used herein shall have the meanings
herein specified (to be equally applicable to both the singular and plural
forms of the terms defined):  Additional
Lender shall have the meaning given to such term in Section 2.24.  Adjusted
LIBO Rate shall mean, with respect to each Interest Period for a
Eurodollar Borrowing, the rate per annum obtained by dividing (i) LIBOR
for such Interest Period by (ii) a percentage equal to 1.00 minus the Eurodollar Reserve Percentage.


Administrative
Questionnaire shall mean, with respect to each Lender, an administrative
questionnaire in the form prepared by the Administrative Agent and submitted to
the Administrative Agent duly completed by such Lender.  Affiliate
shall mean, as to any Person, any other Person that directly, or indirectly
through one or more intermediaries, Controls, is Controlled by, or is under
common Control with, such Person. For the purposes of this definition, Control
shall mean the power, directly or indirectly, either to (i) vote 10% or more of
the securities having ordinary voting power for the election of directors (or
persons performing similar functions) of a Person or (ii) direct or cause the
direction of the management and policies of a Person, whether through the
ability to exercise voting power, by control or otherwise. The terms Controlling,
Controlled by, and under common Control with have the meanings correlative
thereto.  Aggregate
Revolving Commitment Amount shall mean the aggregate principal amount of
the Aggregate Revolving Commitments from time to time. On the Closing Date, the
Aggregate Revolving Commitment Amount equals $150,000,000.  Aggregate
Revolving Commitments shall mean, collectively, all Revolving Commitments
of all Lenders at any time outstanding.  Applicable
Lending Office shall mean, for each Lender and for each Type of Loan, the Lending
Office of such Lender (or an Affiliate of such Lender) designated for such
Type of Loan in the Administrative Questionnaire submitted by such Lender or
such other office of such Lender (or an Affiliate of such Lender) as such
Lender may from time to time specify to the Administrative Agent and the
Borrower as the office by which its Loans of such Type are to be made and maintained.  Applicable
Margin shall mean, as of any date, with respect to interest on all Loans
outstanding on any date, or the letter of credit fee, as the case may be, a
percentage per annum determined by reference to the applicable Leverage Ratio
from time to time in effect as set forth on Schedule I; provided,
that a change in the Applicable Margin resulting from a change in the Leverage
Ratio shall be effective on the second Business Day after which the Borrower
delivers the financial statements required by Section 5.1(a) or (b)
and the Compliance Certificate required by Section 5.1(c); provided,
further, that if at any time the Borrower shall have failed to deliver
such financial statements and such Compliance Certificate when so required, the
Applicable Margin shall be at Level VI as set forth on Schedule I until
such time as such financial statements and Compliance Certificate are
delivered, at which time the Applicable Margin shall be determined as provided
above; and  provided, further, that in the event
that any financial statement delivered pursuant toSection 5.1(a)
or (b)or any Compliance
Certificate delivered pursuant to Section 5.1(c) is shown to be
inaccurate (regardless of whether this Agreement or the Commitments are in
effect when such inaccuracy is discovered), and such inaccuracy, if corrected,
would have led to the application of a higher Applicable Margin for any period
(an Applicable Margin Period) than the Applicable Margin applied for
such Applicable Margin Period, and only in such case, then the Borrower shall
immediately (i) deliver to the Administrative Agent a corrected Compliance
Certificate for such Applicable Margin Period, (ii) determine the
Applicable Margin for such Applicable Margin Period based upon the corrected
Compliance Certificate, and (iii) immediately pay to the Administrative
Agent the  2


accrued additional interest
owing as a result of such increased Applicable Margin for such Applicable
Margin Period, which payment shall be promptly applied by the Administrative
Agent in accordance with Section 2.22.In the event that any
financial statement delivered pursuant to Section 5.1(a) or (b)
or any Compliance Certificate delivered pursuant to Section 5.1(c)
is shown to be inaccurate, and such inaccuracy, if corrected, would have led to
the application of a lower Applicable Margin for any Applicable Margin Period
than the Applicable Margin applied for such Applicable Margin Period, then (i)
the Borrowers shall immediately deliver to the Administrative Agent a correct
Compliance Certificate for such Applicable Margin Period and (ii) the
Applicable Margin shall be as if the lower applicable percentage were
applicable for such Applicable Margin Period.The provisions of this definition are in addition to rights of the
Administrative Agent and Lenders with respect to Section 2.14(c) and Article
8 and other of their respective rights under this Agreement. Notwithstanding
the foregoing, the Applicable Margin from the Closing Date until the financial
statements and Compliance Certificate for the Fiscal Quarter ending September
30, 2007, are required to be delivered shall be
at Level III as set forth on Schedule
I.  Applicable
Percentage shall mean, as of any date, with respect to the commitment fee
as of any date, the percentage per annum determined by reference to the
applicable Leverage Ratio in effect on such date as set forth on Schedule I;
provided, that a change in the Applicable Percentage resulting from a
change in the Leverage Ratio shall be effective on the second Business Day
after which the Borrower delivers the financial statements required by Section
5.1(a) or (b) and the Compliance Certificate required by Section
5.1(c); provided  further, that if at any time the Borrower
shall have failed to deliver such financial statements and such Compliance
Certificate, the Applicable Percentage shall be at Level VI as set forth on Schedule
I until such time as such financial statements and Compliance Certificate
are delivered, at which time the Applicable Percentage shall be determined as
provided above; and  provided, further, that in the
event that any financial statement delivered pursuant toSection
5.1(a) or (b)or any
Compliance Certificate delivered pursuant to Section 5.1(c) is
shown to be inaccurate (regardless of whether this Agreement or the Commitments
are in effect when such inaccuracy is discovered), and such inaccuracy, if
corrected, would have led to the application of a higher Applicable Percentage
for any period (an Applicable Percentage Period) than the Applicable
Percentage applied for such Applicable Percentage Period, and only in such
case, then the Borrower shall immediately (i) deliver to the Administrative
Agent a corrected Compliance Certificate for such Applicable Percentage Period,
(ii) determine the Applicable Percentage for such Applicable Percentage Period
based upon the corrected Compliance Certificate, and (iii) immediately pay
to the Administrative Agent the accrued additional commitment fees owing as a
result of such increased Applicable Percentage for such Applicable Percentage
Period, which payment shall be promptly applied by the Administrative Agent in
accordance with Section 2.22. In the event that any financial
statement delivered pursuant to Section 5.1(a) or (b) or any
Compliance Certificate delivered pursuant to Section 5.1(c) is shown to
be inaccurate, and such inaccuracy, if corrected, would have led to the
application of a lower Applicable Percentage for any Applicable Percentage
Period than the Applicable Percentage applied for such Applicable Percentage
Period, then (i) the Borrowers shall immediately deliver to the Administrative
Agent a correct Compliance Certificate for such Applicable Percentage Period
and (ii) the Applicable Percentage shall be as if the lower applicable
percentage were applicable for such Applicable Percentage Period. The provisions of this definition are in
addition to rights of the Administrative Agent and Lenders with respect to Section
2.14(c) and Article 8 and other  3


of their respective rights
under this Agreement.Notwithstanding the foregoing, the Applicable
Percentage for the commitment fee from the Closing Date until the financial
statements and Compliance Certificate for the Fiscal Quarter ending September
30, 2007, are required to be delivered shall be at Level III as set forth on Schedule I.  Approved
Fund shall mean any Person (other than a natural Person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business
and that is administered or managed by (i) a Lender, (ii) an Affiliate of a
Lender or (iii) an entity or an Affiliate of an entity that administers or
manages a Lender.  Assignment
and Assumption shall mean an Assignment and Assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required
by Section 10.4(b)) and accepted by the Administrative Agent, in the
form of Exhibit E
attached hereto or any other form approved by the Administrative Agent.  Availability
Period shall mean the period from the Closing
Date to the Revolving Commitment Termination Date.  Base Rate
shall mean the higher of (i) the per annum rate which the Administrative
Agent publicly announces from time to time to be its prime lending rate, as in
effect from time to time, and (ii) the Federal Funds Rate, as in effect
from time to time, plus one-half
of one percent (0.50%). The Administrative Agents prime lending rate is a
reference rate and does not necessarily represent the lowest or best rate
charged to customers. The Administrative Agent may make commercial loans or
other loans at rates of interest at, above or below the Administrative Agents
prime lending rate. Each change in the Administrative Agents prime lending
rate shall be effective from and including the date such change is publicly
announced as being effective.  Borrowing
shall mean a borrowing consisting of (i) Loans of the same Class and Type,
made, converted or continued on the same date and in the case of Eurodollar
Loans, as to which a single Interest Period is in effect, or (ii) a Swingline
Loan.  Borrowing
Availability means, at any time, the amount by which the Aggregate
Revolving Commitment Amount exceeds the sum of the outstanding Revolving Loans,
Swingline Loans and LC Exposure.  Business
Day shall mean (i) any day other than a Saturday, Sunday or other day on
which commercial banks in Atlanta, Georgia and New York, New York are
authorized or required by law to close and (ii) if such day relates to a
Borrowing of, a payment or prepayment of principal or interest on, a conversion
of or into, or an Interest Period for, an Index Rate Loan or Eurodollar Loan or
a notice with respect to any of the foregoing, any day on which dealings in
Dollars are carried on in the London interbank market.  Capital
Expenditures shall mean for any period, without duplication, (i) the
additions to property, plant and equipment and other capital expenditures of
the Borrower and its Subsidiaries that are (or would be) set forth on a
consolidated statement of cash flows of the Borrower for such period prepared
in accordance with GAAP and (ii) Capital Lease Obligations required to be  4


paid by the
Borrower and its Subsidiaries during such period, but excluding (1) Permitted
Acquisitions, (2) reinvestment of proceeds described in Section 2.13(a) which
are not subject to mandatory prepayment under such section and (d) Capitalized
Interest Expense.  Capital
Lease Obligations of any Person shall mean all obligations of such Person
to pay rent or other amounts under any lease (or other arrangement conveying
the right to use) of 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 the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.  Capital
Stock shall mean any non-redeemable capital stock (or in the case of a
partnership or limited liability company, the partners or members equivalent
equity interest) of the Borrower or any of its Subsidiaries (to the extent
issued to a Person other than the Borrower), whether common or preferred.  Cash
Management Swingline Loans shall have the meaning assigned to such term in
Section 2.4(b).  Change in
Control shall mean the occurrence of one or more of the following events:
(i) any sale, lease, exchange or other transfer (in a single transaction or a
series of related transactions) of all or substantially all of the assets of
the Borrower to any Person or group (within the meaning of the Securities
Exchange Act of 1934 and the rules of the Securities and Exchange Commission
thereunder in effect on the date hereof), (ii) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof)of 30% or more of the outstanding shares of the voting
stock of the Borrower, except in connection with an IPO, or (iii) occupation of
a majority of the seats (other than vacant seats) on the board of directors of
the Borrower by Persons who were neither (a) nominated by the current board of
directors nor (b) appointed by directors so nominated.  Change in
Law shall mean (i) the adoption of any applicable law, rule or regulation
after the date of this Agreement, (ii) any change in any applicable law, rule
or regulation, or any change in the interpretation or application thereof, by
any Governmental Authority after the date of this Agreement, or (iii)
compliance by any Lender (or its Applicable Lending Office) or the Issuing Bank
(or for purposes of Section 2.19(b), by such Lenders or the Issuing
Banks parent corporation, if applicable) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.  Class,
when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are Revolving Loans, Term Loans or
Swingline Loans and when used in reference to any Commitment, refers to whether
such Commitment is a Revolving Commitment, a Swingline Commitment or a Term
Loan Commitment.  Closing
Date shall mean the date on which the conditions precedent set forth in Section
3.1 and Section 3.2 have been satisfied or waived in accordance with
Section 10.2.  5


Code
shall mean the Internal Revenue Code of 1986, as amended and in effect from
time to time.  Collateral
shall mean all property and assets of the Loan Parties, now owned or hereafter
acquired, upon which a Lien is purported to be created by any Security
Document.  Commitment
shall mean a Revolving Commitment, a Swingline Commitment or a Term Loan
Commitment or any combination thereof (as the context shall permit or require).  Compliance
Certificate shall mean a certificate from the principal executive officer
and the principal financial officer of the Borrower in the form of, and
containing the certifications set forth in, the certificate attached hereto as Exhibit
5.1(c).  Consolidated
EBITDA shall mean, for the Borrower and its Subsidiaries for any period,
an amount equal to the sum of (i) Consolidated Net Income for such period plus (ii) to the extent deducted in
determining Consolidated Net Income for such period, (A) Consolidated Interest
Expense, (B) income tax expense determined on a consolidated basis in
accordance with GAAP, (C) depreciation and amortization determined on a
consolidated basis in accordance with GAAP, (D) non-cash expense related to
equity based compensation, and (E) compensation expense recognized by Techrizon
in March 2007 pursuant to Techrizons Unit Appreciation Rights Option Plan and
closing of the Techrizon Acquisition, in an aggregate amount not to exceed
$1,719,000 plus (iii) as
identified by the Borrower and disclosed to the Administrative Agent, to the
extent deducted in determining Consolidated Net Income for such period, and
approved by the Administrative Agent in its sole and absolute discretion, (A)
non-cash or non-recurring charges, (B) certain compensation expenses and other
pro forma cost savings in connection with Permitted Acquisitions (or such other
acquisitions as shall be approved by the Required Lenders), plus (iv)excess tax
benefits received by the Borrower or the tax effected difference between the
tax deduction and compensation expense recognized for financial reporting
purposes, associated with equity-based transactions, such as disqualifying
dispositions of incentive stock options, in an aggregate amount not to exceed
$2,500,000 for any trailing twelve-month period, as all of the foregoing are
determined on a consolidated basis in accordance with GAAP in each case for
such period. Consolidated EBITDA shall include the pro forma Consolidated
EBITDA of any Person or business acquired for the applicable period preceding
such acquisition, not to exceed four Fiscal Quarters, so long as the
calculation thereof is done in a manner reasonably calculated to comply with
GAAP and such calculation is detailed in the supporting calculations to each
applicable Compliance Certificate as detailed and measured to the
Administrative Agents reasonable satisfaction.  Consolidated
Fixed Charges shall mean, for the Borrower and its Subsidiaries for any
period, the sum (without duplication) of (i) Consolidated Interest Expense for
such period, (ii) scheduled principal payments required to be made on
Consolidated Total Debt during such period, and (iii) Restricted Payments paid
during such period, other than intercompany dividends and distributions by and
among the Borrower and the Subsidiaries and repurchases of Capital Stock
permitted by this Agreement. Consolidated Fixed Charges shall include the pro forma Consolidated Fixed
Charges of any Person or business acquired, annualized from the date of
acquisition for a period not to exceed four fiscal quarters so long as the
calculation thereof is done in a manner reasonably calculated to comply with GAAP
and such calculation is detailed in  6


the supporting calculations to each
applicable Compliance Certificate as detailed and measured to the
Administrative Agents reasonable satisfaction.  Consolidated
Interest Expense shall mean, for the Borrower and its Subsidiaries for any
period determined on a consolidated basis in accordance with GAAP, the sum of
(i) total interest expense, including without limitation the interest component
of any payments in respect of Capital Lease Obligations capitalized or expensed
during such period(whether or
not actually paid during such period)plus(ii) the net amount payable (or minus
the net amount receivable) under Hedging Transactions during such period
(whether or not actually paid or received during such period).  Consolidated
Net Income shall mean, for the Borrower and its Subsidiaries for any
period, the net income (or loss) of the Borrower and its Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP, but
excluding therefrom (to the extent otherwise included therein) (i) any
extraordinary gains or losses, (ii) any gains attributable to write-ups of
assets or any losses attributable to the write-down of assets, (iii) any
equity interest of the Borrower or any Subsidiary of the Borrower in the
unremitted earnings of any Person that is not a Subsidiary and (iv) any income
(or loss) of any Person accrued prior to the date it becomes a Subsidiary or is
merged into or consolidated with the Borrower or any Subsidiary on the date
that such Persons assets are acquired by the Borrower or any Subsidiary.  Consolidated
Total Debt shall mean, as of any date, all Indebtedness of the Borrower
and its Subsidiaries measured on a consolidated basis as of such date, but
excluding Indebtedness of the type described in subsection (xi) of the
definition thereto.  Contractual
Obligation of any Person shall mean any provision of any security issued
by such Person or of any agreement, instrument or undertaking under which such
Person is obligated or by which it or any of the property in which it has an
interest is bound.  Default
shall mean any condition or event that, with the giving of notice or the lapse
of time or both, would constitute an Event of Default.  Default
Interest shall have the meaning set forth in Section 2.14(c).  Disqualified
Stock shall mean any Capital Stock which, by its terms (or by the terms of
any security or instrument into which it is convertible or for which it is
exchangeable), or upon the happening of any event, (a) matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, or
requires the payment of any cash dividend or any other scheduled payment
constituting a return of capital, in each case at any time on or prior to the
first anniversary of the Revolving Commitment Termination Date, or (b) is
convertible into or exchangeable (unless at the sole option of the issuer
thereof) for (i) Indebtedness or (ii) any Capital Stock referred to in clause
(a) above, in each case at any time prior to the first anniversary of the
Revolving Commitment Termination Date.  Dollar(s)
and the sign $ shall mean lawful money of the United States of America.  7


Environmental
Laws shall mean all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by or with any Governmental Authority, relating in
any way to the environment, preservation or reclamation of natural resources,
the management, Release or threatened Release of any Hazardous Material or to
health and safety matters.  Environmental
Liability shall mean any liability, contingent or otherwise (including any
liability for damages, costs of environmental investigation and remediation,
costs of administrative oversight, fines, natural resource damages, penalties
or indemnities), of the Borrower or any Subsidiary directly or indirectly
resulting from or based upon (i) any violation of any Environmental Law, (ii)
the generation, use, handling, transportation, storage, treatment or disposal
of any Hazardous Materials, (iii) any exposure to any Hazardous Materials, (iv)
the Release or threatened Release of any Hazardous Materials or (v) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.  ERISA
shall mean the Employee Retirement Income Security Act of 1974, as amended from
time to time, and any successor statute.  ERISA
Affiliate shall mean any trade or business (whether or not incorporated),
which, together with the Borrower, is treated as a single employer under
Section 414(b) or (c) of the Code or, solely for the purposes of Section 302 of
ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.  ERISA
Eventshall mean (i) any reportable event,
as defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Plan (other than an event for which the 30-day notice period is
waived); (ii) the existence with respect to any Plan of an accumulated funding
deficiency (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived; (iii) the filing pursuant to Section 412(d) of the Code
or Section 303(d) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (iv) the incurrence by the Borrower
or any of its ERISA Affiliates of any liability under Title IV of ERISA with
respect to the termination of any Plan; (v) the receipt by the Borrower or any
ERISA Affiliate from the PBGC or a plan administrator appointed by the PBGC of
any notice relating to an intention to terminate any Plan or Plans or to
appoint a trustee to administer any Plan; (vi) the incurrence by the Borrower
or any of its ERISA Affiliates of any liability with respect to the withdrawal
or partial withdrawal from any Plan or Multiemployer Plan; or (vii) the receipt
by the Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.  Eurodollar
when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, bears interest at a rate determined by
reference to the Adjusted LIBO Rate.  Eurodollar
Reserve Percentage shall mean the aggregate of the maximum reserve
percentages (including, without limitation, any emergency, supplemental, special
or other  8


marginal
reserves) expressed as a decimal (rounded upwards to the next 1/100th
of 1%) in effect on any day to which the Administrative Agent is subject with
respect to the Adjusted LIBO Rate pursuant to regulations issued by the Board
of Governors of the Federal Reserve System (or any Governmental Authority
succeeding to any of its principal functions) with respect to eurocurrency
funding (currently referred to as eurocurrency liabilities under Regulation
D). Eurodollar Loans shall be deemed to constitute eurocurrency funding and to
be subject to such reserve requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to any
Lender under Regulation D. The Eurodollar Reserve Percentage shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.  Event of
Default shall have the meaning provided in Article 8  Excluded
Taxes shall mean with respect to the Administrative Agent, any Lender, the
Issuing Bank or any other recipient of any payment to be made by or on account
of any obligation of the Borrower hereunder, (a) income or franchise taxes
imposed on (or measured by) its net income by the United States of America, or
by the jurisdiction under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which
its applicable lending office is located, (b) any branch profits taxes imposed
by the United States of America or any similar tax imposed by any other
jurisdiction in which any Lender is located and (c) in the case of a Foreign
Lender, any withholding tax that (i) is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement, (ii) is imposed on amounts payable to such Foreign Lender at any
time that such Foreign Lender designates a new lending office, other than taxes
that have accrued prior to the designation of such lending office that are
otherwise not Excluded Taxes, and (iii) is attributable to such Foreign Lenders
failure to comply with Section 2.21(e).  Existing Letters of Credit means the letters of credit issued
and outstanding under the Existing Credit Agreement as set forth on Schedule
2.23.  Federal
Funds Rate shall mean, for any day, the rate per annum (rounded upwards,
if necessary, to the next 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with member banks
of the Federal Reserve System arranged by Federal funds brokers, as published
by the Federal Reserve Bank of New York on the next succeeding Business Day or
if such rate is not so published for any Business Day, the Federal Funds Rate
for such day shall be the average rounded upwards, if necessary, to the next
1/100th of 1% of the quotations for such day on such transactions received by
the Administrative Agent from three Federal funds brokers of recognized
standing selected by the Administrative Agent.  Fee Letter
shall mean that certain fee letter, dated as of August 28, 2007, executed by
SunTrust Robinson Humphrey, Inc. and SunTrust Bank and accepted by Borrower.  Fiscal
Quarter shall mean any fiscal quarter of the Borrower.  Fiscal
Year shall mean any fiscal year of the Borrower.  Fixed
Charge Coverage Ratio shall mean, as of any date, the ratio of (a)
Consolidated EBITDA lessthe actual
amount paid by the Borrower and its Subsidiaries in cash on account of  9


Capital
Expenditures and the actual amount of federal, state and local income taxes
paid by the Borrower and its Subsidiaries to (b) Consolidated Fixed Charges, in
each case measured for the four consecutive Fiscal Quarters ending on or
immediately prior to such date.  Foreign
Lender shall mean any Lender that is not a United States person under
Section 7701(a)(3) of the Code.  Foreign
Subsidiary shall mean any Subsidiary that is organized under the laws of a
jurisdiction other than one of the fifty states of the United States or the
District of Columbia.  GAAP
shall mean generally accepted accounting principles in the United States
applied on a consistent basis and subject to the terms of Section 1.3.  Government
shall mean the United States of America or any agency or instrumentality
thereof.  Government
Contract means any contract with the Government under which the Borrower
or any Subsidiary is a prime contractor or a subcontractor.  Governmental
Authority shall mean the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.  Guarantee
of or by any Person (the guarantor) shall mean any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person
(the primary obligor) in any manner, whether directly or indirectly
and including any obligation, direct or indirect, of the guarantor (i) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation or to purchase (or to advance or supply
funds for the purchase of) any security for the payment thereof, (ii) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof,
(iii) to maintain working capital, equity capital or any other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or other obligation or (iv) as an
account party in respect of any letter of credit or letter of guaranty issued
in support of such Indebtedness or obligation; provided, that the term Guarantee
shall not include endorsements for collection or deposits in the ordinary
course of business. The amount of any Guarantee shall be deemed to be an amount
equal to the stated or determinable amount of the primary obligation in respect
of which Guarantee is made or, if not so stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such Person in good faith. The
term Guarantee used as a verb has a corresponding meaning.  Hazardous
Materials shall mean all explosive or radioactive substances or wastes and
all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls, radon gas,  10


infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.  Hedging
Obligations of any Person shall mean any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired under (i) any and all Hedging Transactions, (ii)
any and all cancellations, buy backs, reversals, terminations or assignments of
any Hedging Transactions and (iii) any and all renewals, extensions and
modifications of any Hedging Transactions and any and all substitutions for any
Hedging Transactions.  Hedging
Transaction of any Person shall mean any transaction (including an
agreement with respect thereto) now existing or hereafter entered into by such
Person that is a rate swap, basis swap, forward rate transaction, commodity
swap, interest rate option, foreign exchange transaction, cap transaction,
floor transaction, collateral transaction, forward transaction, currency swap
transaction, cross-currency rate swap transaction, currency option or any other
similar transaction (including any option with respect to any of these
transactions) or any combination thereof, whether linked to one or more
interest rates, foreign currencies, commodity prices, equity prices or other
financial measures.  Indebtedness
of any Person shall mean, without duplication (i) all obligations of such
Person for borrowed money, (ii) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments, (iii) all obligations of
such Person in respect of the deferred purchase price of property or services
(other than trade payables incurred in the ordinary course of business), (iv)
all obligations of such Person under any conditional sale or other title
retention agreement(s) relating to property acquired by such Person,
(v) all Capital Lease Obligations of such Person, (vi) all obligations,
contingent or otherwise, of such Person in respect of letters of credit,
acceptances or similar extensions of credit, (vii) all Guarantees of such
Person of the type of Indebtedness described in clauses (i) through (vi) above,
(viii) all Indebtedness of a third party secured by any Lien on property owned
by such Person, whether or not such Indebtedness has been assumed by such
Person, (ix) all obligations of such Person, contingent or otherwise, to
purchase, redeem, retire or otherwise acquire for value any common stock of
such Person, (x) Off-Balance Sheet Liabilities and (xi) all Hedging Obligations.
The Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture in which such Person is a general partner or a
joint venturer, except to the extent that the terms of such Indebtedness
provide that such Person is not liable therefor. Indebtedness shall not
include the obligation of a Person to make payments after the closing of an
acquisition or merger which are based on financial or performance metrics of
the acquisition or merger target or for consulting, noncompetition or
nonsolicitation agreements unless required to be reflected as a liability of
such Person on such Persons balance sheet in accordance with GAAP.  Indemnified
Taxes shall mean Taxes other than Excluded Taxes.  Index Rate
means that rate per annum effective on any Index Rate Determination Date which
is equal to the quotient of:  (i) the rate
per annum equal to the offered rate for deposits in U.S. dollars for a one (1)
month period, which rate appears on that page of Bloomberg reporting service,
or  11


such similar
service as determined by the Administrative Agent, that displays British
Bankers Association interest settlement rates for deposits in U.S. Dollars, as
of 11:00 A.M. (London, England time) two (2) Business Days prior to the Index
Rate Determination Date; provided, that if no such offered rate appears on such
page, the rate used for such period will be the per annum rate of interest
determined by the Administrative Agent to be the rate at which U.S. dollar
deposits for such period, are offered to the Administrative Agent in the London
Inter-Bank Market as of 11:00 A.M. (London, England time), on the day which is
two (2) Business Days prior to the Index Rate Determination Date, divided by  (ii) a
percentage equal to 1.00 minus the maximum reserve percentages (including any
emergency, supplemental, special or other marginal reserves) expressed as a
decimal (rounded upward to the next 1/100th of 1%) in effect on any day to
which the Administrative Agent is subject with respect to any Index Rate Loan
pursuant to regulations issued by the Board of Governors of the Federal Reserve
System with respect to eurocurrency funding (currently referred to as eurocurrency
liabilities under Regulation D). This percentage will be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.  Index Rate
Borrowing and Index Rate Loan when used in reference to any Loan
or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, bears interest at a rate determined by reference to the Index Rate.  Index Rate
Determination Date means the Closing Date and the first Business Day of
each calendar month thereafter.  Information
Memorandum shall mean the Confidential Information Memorandum dated August 2007, relating to the Borrower
and the transactions contemplated by this Agreement and the other Loan
Documents.  Interest
Period shall mean, with respect to
any Eurodollar Borrowing, a period of one, two, three or six months; provided,
that:  (i)            the initial Interest Period for such
Borrowing shall commence on the date of such Borrowing (including the date of
any conversion from a Borrowing of another Type), and each Interest Period
occurring thereafter in respect of such Borrowing shall commence on the day on
which the next preceding Interest Period expires;  (ii)           if any Interest Period would
otherwise end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day, unless such Business Day falls in
another calendar month, in which case such Interest Period would end on the
next preceding Business Day;  (iii)          any Interest Period which 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 such calendar month;  12


(iv)          each principal installment of the Term
Loans shall have an Interest Period ending on each installment payment date and
the remaining principal balance (if any) of the Term Loans shall have an
Interest Period determined as set forth above; and  (v)           no Interest Period for a Revolving
Loan may extend beyond the Revolving Commitment Termination Date, and no
Interest Period for Term Loans may extend beyond the Maturity Date.  IPO
means an initial public offering of the Capital Stock, and any secondary
offering by some or all of the underwriters purchasing such Capital Stock in
such initial public offering.  Issuing
Bank shall mean SunTrust Bank or any other Lender, each in its capacity as
an issuer of Letters of Credit pursuant to Section 2.23.  LC
Commitment shall mean that portion of the Aggregate Revolving Commitment
Amount that may be used by the Borrower for the issuance of Letters of Credit
in an aggregate face amount not to exceed $10,000,000.  LC
Disbursement shall mean a payment made by the Issuing Bank pursuant to a
Letter of Credit.  LC
Documents shall mean the Letters of Credit and all applications,
agreements and instruments relating to the Letters of Credit.  LC
Exposure shall mean, at any time, the sum of (i) the aggregate
undrawn amount of all outstanding Letters of Credit at such time, plus (ii) the aggregate amount of all LC Disbursements
that have not been reimbursed by or on behalf of the Borrower at such time. The
LC Exposure of any Lender shall be its Pro Rata Share of the total LC Exposure
at such time.  Lenders
shall have the meaning assigned to such term in the opening paragraph of this
Agreement and shall include, where appropriate, the Swingline Lender and each
Additional Lender that joins this Agreement pursuant to Section 2.24.  Letters of
Credit shall mean any stand-by letter of credit issued pursuant to Section
2.23 by the Issuing Bank for the account of the Borrower pursuant to the LC
Commitment and the Existing Letters of
Credit.  Leverage
Ratio shall mean, as of any date, the ratio of (i) Consolidated Total Debt
as of such date to (ii) Consolidated
EBITDA for the four consecutive Fiscal Quarters ending on or immediately prior
to such date.  LIBOR
shall mean, for any applicable Interest Period with respect to any Eurodollar
Loan, the British Bankers Association Interest Settlement Rate per annum for
deposits in Dollars for a period equal to such Interest Period appearing on the
display designated as Page 3750 on the Dow Jones Markets Service (or such other
page on that service or such other service designated by the British Bankers
Association for the display of such Associations Interest Settlement Rates for
Dollar deposits) as of 11:00 a.m. (London, England time) on the day that
is two Business Days prior to the first day of the Interest Period or if such
Page 3750 is unavailable  13


for any reason
at such time, the rate which appears on the Reuters Screen ISDA Page as of such
date and such time; provided, that if the Administrative Agent
determines that the relevant foregoing sources are unavailable for the relevant
Interest Period, LIBOR shall mean the rate of interest determined by the
Administrative Agent to be the average (rounded upward, if necessary, to the
nearest 1/100th of 1%) of the rates per annum at which deposits in
Dollars are offered to the Administrative Agent two (2) Business Days preceding
the first day of such Interest Period by leading banks in the London interbank
market as of 10:00 a.m. (New York time) for delivery on the first day of such
Interest Period, for the number of days comprised therein and in an amount
comparable to the amount of the Eurodollar Loan of the Administrative Agent.  Lien
shall mean any mortgage, pledge, security interest, lien (statutory or
otherwise), charge, encumbrance, hypothecation, assignment, deposit
arrangement, or other arrangement having the practical effect of the foregoing
or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement and any capital lease having the same economic
effect as any of the foregoing).  Loan
Documents shall mean, collectively, this Agreement, the Notes (if any),
the LC Documents (other than the Letters of Credit themselves), the Subsidiary
Guaranty Agreement, the Security Documents, all Notices of Borrowing, all
Notices of Conversion/Continuation, all Compliance Certificates and any and all
other instruments, agreements, documents and writings executed in connection with
any of the foregoing.  Loan
Parties shall mean the Borrower and the Subsidiary Loan Parties.  Loans
shall mean all Revolving Loans, Swingline Loans and Term Loans in the aggregate
or any of them, as the context shall require.  Material
Adverse Effect shall mean, with respect to any event, act, condition or
occurrence of whatever nature (including any adverse determination in any
litigation, arbitration, or governmental investigation or proceeding), whether
singularly or in conjunction with any other event or events, act or acts,
condition or conditions, occurrence or occurrences whether or not related, a
material adverse change in, or a material adverse effect on, (i) the
business, results of operations, financial condition, assets or liabilities of the
Borrower or of the Borrower and its Subsidiaries taken as a whole,
(ii) the ability of the Loan Parties to perform any of their respective
obligations under the Loan Documents, (iii) the rights and remedies of the
Administrative Agent, the Issuing Bank, Swingline Lender, and the Lenders under
any of the Loan Documents, or (iv) the legality, validity or enforceability of
any of the Loan Documents.  Material
Contract means any contract or other arrangement (other than the Loan
Documents), whether written or oral, to which a Borrower or any Subsidiary is a
party (a) requiring annual payments by any party thereto of more than 5 %
of the annual consolidated gross revenues of the Borrower and its Subsidiaries,
or (b) as to which the breach, nonperformance, cancellation or failure to
renew by any party thereto could reasonably be expected to have a Material
Adverse Effect.  14


Material
Indebtedness shall mean Indebtedness (other than the Loans and Letters of
Credit) and Hedging Obligations of the Borrower or any of its Subsidiaries,
individually or in an aggregate principal amount exceeding $1,000,000. For purposes of determining
the amount of attributed Indebtedness from Hedging Obligations, the principal
amount of any Hedging Obligations at any time shall be the Net Mark-to-Market
Exposure of such Hedging Obligations.  Maturity
Date shall mean, with respect to the Term Loans, the earlier of (i)
January 31, 2012 or (ii) the date on which the principal amount of all
outstanding Term Loans have been declared or automatically have become due and
payable (whether by acceleration or otherwise).  Moodys
shall mean Moodys Investors Service, Inc.  Multiemployer
Plan shall have the meaning set forth in Section 4001(a)(3) of ERISA.  Net
Mark-to-Market Exposure of any Person shall mean, as of any date of
determination with respect to any Hedging Obligation, the excess (if any) of
all unrealized losses over all unrealized profits of such Person arising from
such Hedging Obligation. Unrealized losses shall mean the fair market value
of the cost to such Person of replacing the Hedging Transaction giving rise to
such Hedging Obligation as of the date of determination (assuming the Hedging
Transaction were to be terminated as of that date), and unrealized profits
means the fair market value of the gain to such Person of replacing such
Hedging Transaction as of the date of determination (assuming such Hedging
Transaction were to be terminated as of that date).  Notes
shall mean, collectively, the Revolving Credit Notes, the Swingline Note and
the Term Notes.  Notices of
Borrowing shall mean, collectively, the Notices of Revolving Borrowing and
the Notices of Swingline Borrowing.  Notice of
Conversion/Continuation shall mean the notice given by the Borrower to the
Administrative Agent in respect of the conversion or continuation of an
outstanding Borrowing as provided in Section 2.8(b).  Notice of
Revolving Borrowing shall have the meaning as set forth in Section 2.3.  Notice of
Swingline Borrowingshall have
the meaning as set forth in Section 2.4.  OAC
shall mean Oklahoma Acquisition Corp., a Delaware corporation.  Obligations
shall mean all amounts owing by the Borrower to the Administrative Agent, the Issuing
Bank or any Lender (including the Swingline Lender) pursuant to or in
connection with this Agreement or any other Loan Document, including without
limitation, all principal, interest (including any 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),
all reimbursement obligations, fees, expenses, indemnification and
reimbursement payments, costs and expenses (including all fees and expenses of
counsel to the Administrative Agent, the Issuing Bank and any Lender (including
the Swingline Lender) incurred pursuant to  15


this Agreement
or any other Loan Document),the due and punctual payment and performance of all obligations of
Borrower in respect of overdrafts and related liabilities owed to the
Administrative Agent, the Issuing Bank and any Lender (including the Swingline
Lender) arising from
treasury, depositary and cash management services or in connection with any
automated clearinghouse transfer of funds, whether direct or indirect,
absolute or contingent, liquidated or unliquidated, now existing or hereafter
arising hereunder or thereunder, and all Hedging Obligations owed to the
Administrative Agent, any Lender or any of their Affiliates incurred in order
to limit interest rate or fee fluctuation with respect to the Loans and Letters
of Credit, and all obligations and liabilities incurred in connection with
collecting and enforcing the foregoing, together with all renewals, extensions,
modifications or refinancings thereof.  Off-Balance
Sheet Liabilities of any Person shall mean (i) any repurchase obligation
or liability of such Person with respect to accounts or notes receivable sold
by such Person, (ii) any liability of such Person under any sale and leaseback
transactions that do not create a liability on the balance sheet of such
Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising
with respect to any other transaction which is the functional equivalent of or
takes the place of borrowing but which does not constitute a liability on the
balance sheet of such Person.  OSHA
shall mean the Occupational Safety and Health Act of 1970, as amended from time
to time, and any successor statute.  Other
Taxes shall mean 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 or any other Loan Document.  Participant shall have the
meaning set forth in Section 10.4(d).  Payment Office
shall mean the office of the Administrative Agent located at 303 Peachtree
Street, N.E., Atlanta, Georgia 30308, or such other location as to which the
Administrative Agent shall have given written notice to the Borrower and the
other Lenders.  PBGC
shall mean the Pension Benefit Guaranty Corporation referred to and defined in
ERISA, and any successor entity performing similar functions.  Permitted
Acquisition means any transaction consummated after the date hereof, in
which the Borrower or a Subsidiary acquires all or substantially all of the
assets or outstanding capital stock or equity interests, or, subject to the
limitation contained in Section 7.4(h), a minority share of the
outstanding capital stock or equity interests, of any Person or any division or
business line of any Person, or merges or consolidates with any Person (with
any such acquisition being referred to as an Acquired Business and any
such Person, division or line of business being the Target), provided
that (a) at the closing of such transaction, after giving effect thereto, no
Default or Event of Default shall have occurred and be continuing, (b) the
Target has Consolidated EBITDA (assuming that Consolidated EBITDA were to be
determined for the Target and its Subsidiaries rather than the Company and its
Subsidiaries, and without regard to adjustments for IPO expenses) for the
twelve month period ending as of the most recent fiscal quarter end prior to
the acquisition date in an amount greater than $0 (after excluding  16


permitted
non-recurring or non-cash charges), (c) such acquisition is not a hostile
acquisition and has been approved by the Board of Directors and/or shareholders
of the Borrower, the applicable Subsidiary and the Target, (d) after giving
effect to such acquisition, there shall be at least $10,000,000 of Borrowing
Availability, (e) at least 10 Business Days prior to the consummation of such
transaction, the Borrower shall give written notice of such transaction to the
Administrative Agent (the Acquisition Notice), which shall include
either (i) the final acquisition agreement or the then current draft of
the acquisition agreement or (ii) a reasonably detailed description of the
material terms of such Permitted Acquisition (including, without limitation,
the purchase price and method and structure of payment), (f) the Borrower or a
Subsidiary shall be the surviving entity of any merger, and the surviving
entity shall not be a Foreign Subsidiary, (g) the Acquired Business shall be in
substantially the same line of business as the Borrower and its Subsidiaries or
a line of business permitted by Section 5.3, (h) at the time it gives
the Acquisition Notice, the Borrower shall deliver to the Administrative Agent
pro forma financial statements for next succeeding two-year period giving
effect to the acquisition, which shall reflect to the Administrative Agents
reasonable satisfaction that the Borrower and its Subsidiaries will continue to
be in compliance with all of the financial covenants set forth in this
Agreement, (i) the Administrative Agent shall receive and approve all documents
relating to the acquisition and such additional documentation regarding the
acquisition as it shall reasonably require, including, without limitation,
audited financial statements or a financial review of such Target, as
applicable, for its two most recent fiscal years prepared by independent
certified public accountants reasonably acceptable to the Administrative Agent
and unaudited fiscal year-to-date statements for the two most recent interim
periods, and (j) at the time it gives the Acquisition Notice, the Borrower
shall deliver to the Administrative Agent (which shall promptly deliver a copy
to the Lenders) a certificate, executed by a Responsible Officer of the
Borrower, demonstrating in sufficient detail compliance with the financial
covenants contained in Section 6 of the Agreement on a pro forma basis after
giving effect to such acquisition and, further, certifying that, after giving
effect to the consummation of such acquisition, the representations and
warranties of the Borrower contained herein will be true and correct in all
material respects and as of the date of such consummation, except to the extent
such representations or warranties expressly relate to an earlier date, and
that the Borrower, as of the date of such consummation, will be in compliance
with all other terms and conditions contained herein.  Permitted
Encumbrances shall mean:  (i)            Liens imposed by law for taxes or
other governmental charges not yet due or which are being contested in good
faith by appropriate proceedings and with respect to which adequate reserves
are being maintained in accordance with GAAP;  (ii)           statutory Liens of landlords,
suppliers, carriers, warehousemen, mechanics, materialmen and similar Liens
arising by operation of law in the ordinary course of business for amounts not
yet due or which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves are being maintained in accordance
with GAAP;  17


(iii)          Liens, pledges and deposits made in
the ordinary course of business in compliance with workers compensation,
unemployment insurance and other social security laws or regulations;  (iv)          Liens and deposits to secure the
performance of bids, trade contracts, leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature, in each
case in the ordinary course of business;  (v)           judgment and attachment liens not
giving rise to an Event of Default or Liens created by or existing from any
litigation or legal proceeding that are currently being contested in good faith
by appropriate proceedings and with respect to which adequate reserves are
being maintained in accordance with GAAP; and  (vi)          easements, zoning restrictions,
defects in title, rights-of-way and similar encumbrances on real property
imposed by law or arising in the ordinary course of business that do not secure
any monetary obligations and do not materially detract from the value of the
affected property or materially interfere with the ordinary conduct of business
of the Borrower and its Subsidiaries taken as a whole;  provided, that the term Permitted
Encumbrances shall not include any Lien securing Indebtedness.  Permitted
Investments shall mean:  (i)            direct obligations of, or
obligations the principal of and interest on which are unconditionally
guaranteed by, the United States (or by any agency thereof to the extent such
obligations are backed by the full faith and credit of the United States), in
each case maturing within one year from the date of acquisition thereof;  (ii)           commercial paper having the highest
rating, at the time of acquisition thereof, of S&P or Moodys and in either
case maturing within one year from the date of acquisition thereof;  (iii)          certificates of deposit, bankers
acceptances and time deposits maturing within 180 days of the date of
acquisition thereof issued or guaranteed by or placed with, and money market
deposit accounts issued or offered by, any domestic office of any commercial
bank organized under the laws of the United States or any state thereof which
has a combined capital and surplus and undivided profits of not less than
$500,000,000;  (iv)          fully collateralized repurchase
agreements with a term of not more than 60 days for securities described in
clause (i) above and entered into with a financial institution satisfying the
criteria described in clause (iii) above; and  (v)           mutual funds investing solely in any
one or more of the Permitted Investments described in clauses (i) through (iv)
above.  Permitted
Subordinated Debt shall mean any Indebtedness of the Borrower or any
Subsidiary (i) that is expressly subordinated to the Obligations on terms
satisfactory to the  18


Administrative
Agent and the Required Lenders in their sole discretion, (ii) that matures by
its terms no earlier than six months after the later of the Revolving
Commitment Termination Date or the Maturity Date then in effect with no
required principal payments permitted prior to such maturity, and (iii) that is
evidenced by an indenture or other similar agreement the material terms of
which are reasonably satisfactory to the Administrative Agent and the Required
Lenders.  Person
shall mean any individual, partnership, firm, corporation, association, joint
venture, limited liability company, trust or other entity, or any Governmental
Authority.  Plan
shall mean any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or
Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an employer as defined in Section 3(5) of ERISA.  Pro Rata
Share shall mean (i) with respect to any Revolving Commitment of any
Revolving Loan Lender at any time, a percentage, the numerator of which shall
be such Revolving Loan Lenders Revolving Commitment (or if such Revolving
Commitments have been terminated or expired or the Loans have been declared to
be due and payable, such Lenders Revolving Credit Exposure), and the
denominator of which shall be the sum of such Revolving Commitments of all
Revolving Loan Lenders (or if such Revolving Commitments have been terminated
or expired or the Loans have been declared to be due and payable, all Revolving
Credit Exposure of all Revolving Loan Lenders), (ii) with respect to any Term
Loan Commitment of any Term Loan Lender at any time, a percentage, the
numerator of which shall be such Term Loan Lenders Term Loan Commitment (or if
such Term Loan Commitments have been terminated or expired or the Loans have
been declared to be due and payable, such Term Loan Lenders Term Loan), and
the denominator of which shall be the sum of such Term Loan Commitments of all
Term Loan Lenders (or if such Term Loan Commitments have been terminated or
expired or the Loans have been declared to be due and payable, all Term Loans
of all Term Loan Lenders), and (iii) with respect to all Commitments of any
Lender at any time, the numerator of which shall be the sum of such Lenders
Revolving Commitment (or if such Revolving Commitments have been terminated or
expired or the Loans have been declared to be due and payable, such Lenders
Revolving Credit Exposure) and Term Loan and the denominator of which shall be
the sum of all Lenders Revolving Commitments (or if such Revolving Commitments
have been terminated or expired or the Loans have been declared to be due and
payable, all Revolving Credit Exposure of all Lenders funded under such
Commitments) and Term Loans.  Regulation D
shall mean Regulation D of the Board of Governors of the Federal Reserve
System, as the same may be in effect from time to time, and any successor
regulations.  Related
Parties shall mean, with respect to any specified Person, such Persons
Affiliates and the respective directors, officers, employees, agents and
advisors of such Person and such Persons Affiliates.  Release
shall mean any release, spill, emission, leaking, dumping, injection, pouring,
deposit, disposal, discharge, dispersal, leaching or migration into the environment
(including  19


ambient air,
surface water, groundwater, land surface or subsurface strata) or within any
building, structure, facility or fixture.  Required
Lenders shall mean, at any time, Lenders holding more than 50% of the
aggregate outstanding Revolving Commitments and Term Loans at such time or if
the Lenders have no Commitments outstanding, then Lenders holding more than 50%
of the Revolving Credit Exposure and Term Loans.  Required
Revolving Loan Lenders shall mean, at any time, Revolving Loan Lenders
holding more than 50% of the aggregate outstanding Revolving Commitments at
such time or if the Revolving Loan Lenders have no Revolving Commitments
outstanding, then Revolving Loan Lenders holding more than 50% of the Revolving
Credit Exposure.  Requirement
of Law for any Person shall mean the articles or certificate of
incorporation, bylaws, partnership certificate and agreement, or limited
liability company certificate of organization and agreement, as the case may
be, and other organizational and governing documents of such Person, and any
law, treaty, rule or regulation, or determination of a 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.  Responsible
Officer shall mean any of the president, the chief executive officer, the
chief operating officer, the chief financial officer, the treasurer or a vice
president of the Borrower or such other representative of the Borrower as may
be designated in writing by any one of the foregoing with the consent of the
Administrative Agent; and, with respect to the financial covenants only, the
chief financial officer or the treasurer of the Borrower.  Restricted
Payment shall have the meaning set forth in Section 7.5.  Revolving
Commitment shall mean, with respect to each Lender, the obligation of such
Lender to make Revolving Loans to the Borrower and to participate in Letters of
Credit and Swingline Loans in an aggregate principal amount not exceeding the
amount set forth with respect to such Lender on Schedule II, as such
schedule may be amended pursuant to Section 2.24, or in the case of a
Person becoming a Lender after the Closing Date through an assignment of an
existing Revolving Commitment, the amount of the assigned Revolving Commitment
as provided in the Assignment and Assumption executed by such Person as an
assignee, as the same may be increased or deceased pursuant to terms hereof.  Revolving
Commitment Termination Date shall mean the earliest of (i) October 31,
2012, (ii) the date on which the Revolving Commitments are terminated pursuant
to Section 2.9 and (iii) the date on which all amounts outstanding under
this Agreement have been declared or have automatically become due and payable
(whether by acceleration or otherwise).  Revolving
Credit Exposure shall mean, with respect to any Lender at any time, the
sum of the outstanding principal amount of such Lenders Revolving Loans, LC
Exposure and Swingline Exposure.  20


Revolving
Credit Note shall mean a promissory note of the Borrower payable to the
order of a requesting Lender in the principal amount of such Lenders Revolving
Commitment, in substantially the form of Exhibit A.  Revolving
Loan shall mean a loan made by a Lender (other than the Swingline Lender)
to the Borrower under its Revolving Commitment, which may either be a Base Rate
Loan, an Index Rate Loan or a Eurodollar Loan.  Revolving
Loan Lender shall mean each Lender that has a Revolving Commitment or is
the holder of Revolving Credit Exposure.  Securitization
means a public or private offering by a Lender or its direct or indirect
Affiliates, Approved Funds or successors or assigns, of securities or a
financing which may represents an interest in, or which may be collateralized
or secured in whole or in part by, the Term Loans hereunder.  Security
Agreement shall mean the Amended and Restated Security Agreement, dated as
of the date hereof and substantially in the form of Exhibit G, made by the Borrower and
certain Subsidiaries of the Borrower in favor of the Administrative Agent for
the benefit of the Lenders.  Security
Documents shall mean the Security Agreement and each of the security
agreements, mortgages and other instruments and documents executed and
delivered pursuant thereto or pursuant to Section 5.12.  S&P
shall mean Standard & Poors, a Division of the McGraw-Hill Companies.  Subordinated
Debt Documents shall mean any indenture, agreement or similar instrument
governing any Permitted Subordinated Debt.  Subsidiary
shall mean, with respect to any Person (the parent), any corporation,
partnership, joint venture, limited liability company, association or other
entity the accounts of which would be consolidated with those of the parent in
the parents consolidated financial statements if such financial statements
were prepared in accordance with GAAP as of such date, as well as any other
corporation, partnership, joint venture, limited liability company, association
or other entity (i) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary
voting power, or in the case of a partnership, more than 50% of the general
partnership interests are, as of such date, owned, controlled or held, or (ii)
that is, as of such date, otherwise controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the
parent. Unless otherwise indicated, all references to Subsidiary hereunder
shall mean a Subsidiary of the Borrower.  Subsidiary
Guaranty Agreement shall mean the Amended and Restated Subsidiary Guaranty
Agreement, dated as of the date hereof and substantially in the form of Exhibit
F, made by certain
Subsidiaries of the Borrower in favor of the Administrative Agent for the
benefit of the Lenders.  21


Subsidiary
Guaranty Supplement shall mean each supplement substantially in the form
of Schedule II to the Subsidiary Guaranty Agreement executed and
delivered by a Subsidiary of the Borrower pursuant to Section 5.11.  Subsidiary
Loan Party shall mean any Subsidiary that executes or becomes a party to
the Subsidiary Guaranty Agreement.  Swingline
Commitment shall mean the commitment of the Swingline Lender to make
Swingline Loans in an aggregate principal amount at any time outstanding not to
exceed$20,000,000.  Swingline
Exposure shall mean, with respect to each Lender, the principal amount of
the Swingline Loans in which such Lender is legally obligated either to make an
Index Rate Loan or to purchase a participation in accordance with Section
2.4, which shall equal such Lenders Pro Rata Share of all outstanding
Swingline Loans.  Swingline
Lender shall mean SunTrust Bank, or any other Lender that may agree to
make Swingline Loans hereunder.  Swingline
Loan shall mean a loan made to the Borrower by the Swingline Lender under
the Swingline Commitment.  Swingline
Note shall mean the promissory note of the Borrower payable to the order
of the Swingline Lender in the principal amount of the Swingline Commitment,
substantially the form of Exhibit D.  Swingline
Rate shall mean the Index Rate plus the Applicable Margin.  Synthetic
Lease shall mean a lease transaction under which the parties intend that
(i) the lease will be treated as an operating lease by the lessee pursuant to
Statement of Financial Accounting Standards No. 13, as amended and (ii) the
lessee will be entitled to various tax and other benefits ordinarily available
to owners (as opposed to lessees) of like property.  Synthetic
Lease Obligations shall mean, with respect to any Person, the sum of (i)
all remaining rental obligations of such Person as lessee under Synthetic
Leases which are attributable to principal and, without duplication, (ii) all
rental and purchase price payment obligations of such Person under such
Synthetic Leases assuming such Person exercises the option to purchase the
lease property at the end of the lease term.  Taxes
shall mean any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.  Techrizon
shall mean Techrizon, LLC, an Oklahoma limited liability company.  Techrizon
Acquisition shall mean the acquisition by OAC of all of the outstanding
membership interests of Techrizon, pursuant to the Membership Interest Purchase
Agreement, dated April 1, 2007, by and among OAC, the owners of all of the
membership interests in  22


Techrizon (Techrizon
Sellers), and the exclusive agents of the Sellers in their capacity as the
Sellers Representative.  Term Loan
shall have the meaning set forth in Section 2.6.  Term Loan
Commitmentshall mean, with respect to each
Term Loan Lender, the obligation of such Term Loan Lender to make a Term Loan
hereunder on the Closing Date, in a principal amount not exceeding the amount
set forth with respect to such Lender on Schedule II. The aggregate
principal amount of all Term Loan Lenders Term Loan Commitments is
$37,000,000.  Term Loan
Lender shall mean each Lender that has a Term Loan Commitment or is the
holder of a Term Loan.  Term Note
shall mean a promissory note of the Borrower payable to the order of a
requesting Term Loan Lender in the principal amount of such Lenders Term Loan
Commitment, in substantially the form of Exhibit B.  Type,
when used in reference to a Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined
by reference to the Adjusted LIBO Rate, the Index Rate or the Base Rate.  Withdrawal
Liability shall mean liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.  Section
1.2.            Classifications of Loans and Borrowings.
For purposes of this Agreement, Loans may be classified and referred to by
Class (e.g. a Revolving Loan or a Term Loan) or by Type (e.g. a Eurodollar
Loan, Index Rate Loan or Base Rate Loan) or by Class and Type (e.g. Revolving
Eurodollar Loan). Borrowings also may be classified and referred to by Class
(e.g. Revolving Borrowing) or by Type (e.g. Eurodollar Borrowing) or by
Class and Type (e.g. Revolving Eurodollar Borrowing).  Section
1.3.            Accounting Terms and Determination. Unless
otherwise defined or specified herein, all accounting terms used herein shall
be interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared, in
accordance with GAAP as in effect from time to time, applied on a basis
consistent with the most recent audited consolidated financial statement of the
Borrower delivered pursuant to Section 5.1(a); provided, that if
the Borrower notifies the Administrative Agent that the Borrower wishes to
amend any covenant in Article 6 to eliminate the effect of any change in
GAAP on the operation of such covenant (or if the Administrative Agent notifies
the Borrower that the Required Lenders wish to amend Article 6 for such
purpose), then the Borrowers compliance with such covenant shall be determined
on the basis of GAAP in effect immediately before the relevant change in GAAP
became effective, until either such notice is withdrawn or such covenant is
amended in a manner satisfactory to the Borrower and the Required Lenders.  23


Section
1.4.Terms Generally. The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words include, includes and including
shall be deemed to be followed by the phrase without limitation. The word will
shall be construed to have the same meaning and effect as the word shall. In
the computation of periods of time from a specified date to a later specified
date, the word from means from and including and the word to means to
but excluding. Unless the context requires otherwise (i) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as it
was originally executed or as it may from time to time be amended, restated,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (ii) any reference
herein to any Person shall be construed to include such Persons successors and
permitted assigns, (iii) the words hereof, herein and hereunder and words
of similar import shall be construed to refer to this Agreement as a whole and
not to any particular provision hereof, (iv) all references to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles,
Sections, Exhibits and Schedules to this Agreement and (v) all references
to a specific time shall be construed to refer to the time in the city and
state of the Administrative Agents principal office, unless otherwise
indicated.  ARTICLE 2  AMOUNT AND TERMS OF THE
COMMITMENTS  Section
2.1.            General Description of Facilities. Subject
to and upon the terms and conditions herein set forth, (i) the Revolving
Loan Lenders hereby establish in favor of the Borrower a revolving credit
facility pursuant to which each Revolving Loan Lender severally agrees (to the
extent of such Lenders Revolving Commitment) to make Revolving Loans to the
Borrower in accordance with Section 2.2, (ii) the Issuing Bank
agrees to issue Letters of Credit in accordance with Section2.23, (iii) the Swingline Lender
agrees to make Swingline Loans in accordance with Section 2.4,
(iv) each Revolving Loan Lender agrees to purchase a participation
interest in the Letters of Credit and the Swingline Loans pursuant to the terms
and conditions hereof; provided, that in no event shall the aggregate
principal amount of all outstanding Revolving Loans, Swingline Loans and
outstanding LC Exposure exceed at any time the Aggregate Revolving Commitment
Amount from time to time in effect, and (v) each Term Loan Lender severally
agrees to make a Term Loan to the Borrower in a principal amount not exceeding
such Term Loan Lenders Term Loan Commitment on the Closing Date.  Section 2.2.            Revolving Loans. Subject to the terms
and conditions set forth herein, each Revolving Loan Lender severally agrees to
make Revolving Loans, ratably in proportion to its Pro Rata Share, to the
Borrower, from time to time during theAvailability
Period, in an aggregate principal amount outstanding at any time that will not
result in (a) such Revolving Loan Lenders Revolving Credit Exposure exceeding
such Revolving Loan Lenders Revolving Commitment or (b) the sum of the
aggregate Revolving Credit Exposures of all Revolving Loan Lenders exceeding
the Aggregate Revolving Commitment Amount. During the Availability Period, the
Borrower shall be entitled to borrow, prepay and reborrow Revolving Loans in  24


accordance with the terms and conditions of
this Agreement; provided, that the Borrower may not borrow or reborrow
should there exist a Default or Event of Default.  Section 2.3.Procedure for Revolving Borrowings. The Borrower shall give the
Administrative Agent written notice (or telephonic notice promptly confirmed in
writing) of each Revolving Borrowing substantially in the form of Exhibit2.3 (a Notice of Revolving
Borrowing) (x) prior to 11:00 a.m. (New York time) on the same Business
Day as the requested date of each Base Rate Borrowing or Index Rate Borrowing
and (y) prior to 11:00 a.m. (New York time) three (3) Business Days prior to
the requested date of each Eurodollar Borrowing. Each Notice of Revolving
Borrowing shall be irrevocable andshall
specify: (i) the aggregate principal amount of such Borrowing, (ii) the date of
such Borrowing (which shall be a Business Day), (iii) the Type of such
Revolving Loan comprising such Borrowing and (iv) in the case of a Eurodollar
Borrowing, the duration of the initial Interest Period applicable thereto
(subject to the provisions of the definition of Interest Period). Each
Revolving Borrowing shall consist entirely of Base Rate Loans, Index Rate Loans
or Eurodollar Loans, as the Borrower may request, provided, that on the
Closing Date all Revolving Loans shall be Index Rate Loans. The aggregate
principal amount of each Eurodollar Borrowing shall be not less than $1,000,000
or a larger multiple of $500,000, and the aggregate principal amount of each
Base Rate Borrowing and Index Rate Borrowing shall not be less than $500,000 or
a larger multiple of $100,000; provided, that Index Rate Loans or Base
Rate Loans, respectively, made pursuant to Section 2.4 or Section
2.23(d) may be made in lesser amounts as provided therein. At no time shall
the total number of Eurodollar Borrowings outstanding at any time exceed six. Promptly following the receipt
of a Notice of Revolving Borrowing in accordance herewith, the Administrative
Agent shall advise each Revolving Loan Lender of the details thereof and the
amount of such Revolving Loan Lenders Revolving Loan to be made as part of the
requested Revolving Borrowing.  Section
2.4.            Swingline Commitment.  (a)           Subject
to the terms and conditions set forth herein, the Swingline Lender agrees to
make Swingline Loans to the Borrower, from time to time during the Availability
Period, in an aggregate principal amount outstanding at any time not to exceed
the lesser of (i) the Swingline Commitment then in effect and (ii) the
difference between the Aggregate Revolving Commitment Amount and the aggregate
Revolving Credit Exposures of all Lenders; provided, that the Swingline
Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan. The Borrower shall be entitled to borrow, repay and
reborrow Swingline Loans in accordance with the terms and conditions of this
Agreement.  (b)           The
Swingline Lender agrees to make Swingline Loans to the Borrower from time to
time in accordance with the treasury and cash management services and products
provided to the Borrower by the Swingline Lender (the Cash Management Swingline
Loans). For other Swingline Loans, the Borrower shall give the
Administrative Agent written notice (or telephonic notice promptly confirmed in
writing) of each Swingline Borrowing substantially in the form of Exhibit2.4 attached hereto (Notice of
Swingline Borrowing) prior to 10:00 a.m. (New York time) on the requested
date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be
irrevocable and shall specify: (i) the principal amount of such Swingline Loan,
(ii) the date of such Swingline Loan (which shall be a Business Day) and (iii)
the account  25


of the Borrower to
which the proceeds of such Swingline Loan should be credited. The
Administrative Agent will promptly advise the Swingline Lender of each Notice
of Swingline Borrowing. Each Swingline Loan shall accrue interest at the
Swingline Rate. The aggregate principal amount of each Swingline Loan shall be
not less than$100,000 or a larger
multiple of $50,000, or such other minimum amounts agreed to by the Swingline
Lender and the Borrower. The Swingline Lender will make the proceeds of each
Swingline Loan available to the Borrower in Dollars in immediately available
funds at the account specified by the Borrower in the applicable Notice of
Swingline Borrowing not later than 1:00 p.m. (New York time) on the requested
date of such Swingline Loan.  (c)           The Swingline Lender, at any time and
from time to time in its sole discretion, may, on behalf of the Borrower (which
hereby irrevocably authorizes and directs the Swingline Lender to act on its
behalf), give a Notice of Revolving Borrowing to the Administrative Agent
requesting theRevolving
Loan Lenders
(including the Swingline Lender) to make Index Rate Loans in an amount equal to
the unpaid principal amount of any Swingline Loan. Each Revolving Loan Lender
will make the proceeds of its Index Rate Loan included in such Borrowing
available to the Administrative Agent for the account of the Swingline Lender
in accordance with Section 2.7, which will be used solely for the
repayment of such Swingline Loan. The Swingline Lender agrees that it shall give such Notice
of Borrowing on the last Business Day of each calendar week if any Swingline
Loans are then outstanding.  (d)           If for any reason an Index Rate
Borrowing may not be (as determined in the sole discretion of the
Administrative Agent), or is not, made in accordance with the foregoing
provisions, then eachRevolving
Loan Lender
(other than the Swingline Lender) shall purchase an undivided participating
interest in such Swingline Loan in an amount equal to its Pro Rata Share
thereof on the date that such Index Rate Borrowing should have occurred. On the
date of such required purchase, each Revolving Loan Lender shall promptly transfer, in
immediately available funds, the amount of its participating interest to the
Administrative Agent for the account of the Swingline Lender. If such Swingline
Loan bears interest at a rate other than the Index Rate, such Swingline Loan
shall automatically become an Index Rate Loan on the effective date of any such
participation and interest shall become payable on demand.  (e)           EachRevolving Loan Lenders
obligation to make an Index Rate Loan pursuant to Section 2.4(c) or to
purchase the participating interests pursuant to Section 2.4(d)
shall be absolute and unconditional and shall not be affected by any
circumstance, including without limitation (i) any setoff, counterclaim,
recoupment, defense or other right that such Revolving Loan Lender or any other Person may have or
claim against the Swingline Lender, the Borrower or any other Person for any
reason whatsoever, (ii) the existence of a Default or an Event of Default or
the termination of any Revolving
Loan Lenders
Revolving Commitment, (iii) the existence (or alleged existence) of any event
or condition which has had or could reasonably be expected to have a Material
Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by
the Borrower, the Administrative Agent or any Revolving Loan Lender or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing; provided,however, that the obligation of each
Lender to make any such Index Rate Loan or purchase any such participating interest is subject
to the condition that the Swingline Lender believed in good faith that all
conditions under Section 3.2 were satisfied at the time the Swingline
Loan was made. If such amount is not in fact made available to the  26


Swingline Lender by anyRevolving Loan Lender,
the Swingline Lender shall be entitled to recover such amount on demand from
such Lender, together with accrued interest thereon for each day from the date
of demand thereof (i) at the Federal Funds Rate until the second Business Day
after such demand and (ii) at the Base Rate at all times thereafter. Until such
time as such Revolving
Loan Lender
makes its required payment, the Swingline Lender shall be deemed to continue to
have outstanding Swingline Loans in the amount of the unpaid participation for
all purposes of the Loan Documents. In addition, such Revolving Loan Lender
shall be deemed to have assigned any and all payments made of principal and
interest on its Revolving Loans and any other amounts due to it hereunder, to
the Swingline Lender to fund the amount of such Revolving Loan Lenders participation interest in such
Swingline Loans that such Revolving
Loan Lender
failed to fund pursuant to this Section 2.4, until such amount has been
purchased in full.  Section
2.5.            Reserved.  Section
2.6.            Term Loan Commitments. Subject to the
terms and conditions set forth herein, each Term Loan Lender severally agrees
to make a single loan (each, a Term Loan) to the Borrower on the
Closing Date in a principal amount not to exceed the Term Loan Commitment of
such Term Loan Lender; provided, that if for any reason the full amount
of such Term Loan Lenders Term Loan Commitment is not fully drawn on the
Closing Date, the undrawn portion thereof shall automatically be cancelled. The
Term Loans may be, from time to time, Index Rate Loans, Base Rate Loans or
Eurodollar Loans or a combination thereof; provided, that on the Closing
Date all Term Loans shall be Eurodollar Loans.At no time shall the total number
of Eurodollar Loans outstanding at any time exceed six.
The
execution and delivery of this Agreement by the Borrower and the satisfaction
of all conditions precedent pursuant to Section 3.1 shall be deemed to
constitute the Borrowers request to borrow the Term Loans on the Closing Date.  Section
2.7.            Funding of Borrowings.  (a)           Each Lender will make available each
Loan to be made by it hereunder on the proposed date thereof by wire transfer
in immediately available funds by 1:00 p.m. (New York time) to the
Administrative Agent at the Payment Office; provided, that the Swingline
Loans will be made as set forth in Section 2.4. The Administrative Agent
will make such Loans available to the Borrower by promptly crediting the
amounts that it receives, in like funds by the close of business on such
proposed date, to an account maintained by the Borrower with the Administrative
Agent or at the Borrowers option, by effecting a wire transfer of such amounts
to an account designated by the Borrower to the Administrative Agent.  (b)           Unless the Administrative Agent shall
have been notified by any Lender prior to 5:00 p.m. (New York time) one
(1) Business Day prior to the date of a Borrowing in which such Lender is to
participate that such Lender will not make available to the Administrative
Agent such Lenders share of such Borrowing, the Administrative Agent may
assume that such Lender has made such amount available to the Administrative
Agent on such date, and the Administrative Agent, in reliance on such
assumption, may make available to the Borrower on such date a corresponding
amount. If such corresponding amount is not in fact made available to the
Administrative Agent by such Lender on the date of such Borrowing, the  27


Administrative Agent shall be
entitled to recover such corresponding amount on demand from such Lender
together with interest at the Federal Funds Rate until the second Business Day
after such demand and thereafter at the Base Rate. If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agents demand
therefor, the Administrative Agent shall promptly notify the Borrower, and the
Borrower shall immediately pay such corresponding amount to the Administrative
Agent together with interest at the rate specified for such Borrowing. Nothing
in this subsection shall be deemed to relieve any Lender from its obligation to
fund its Pro Rata Share of any Borrowing hereunder or to prejudice any rights
which the Borrower may have against any Lender as a result of any default by
such Lender hereunder.  (c)           All Revolving Borrowings shall be
made by the Lenders on the basis of their respective Pro Rata Shares. No Lender
shall be responsible for any default by any other Lender in its obligations
hereunder, and each Lender shall be obligated to make its Loans provided to be
made by it hereunder, regardless of the failure of any other Lender to make its
Loans hereunder.  Section
2.8.            Interest Elections.  (a)On the Closing Date, each Revolving Loan shall be an Index
Rate Loan and each Swingline Loan shall be an Index Rate Loan. After the Closing
Date, each
Borrowing initially shall be of the Type specified in the applicable Notice of
Borrowing, and in the case of a Eurodollar Borrowing, shall have an initial
Interest Period as specified in such Notice of Borrowing, provided that only
Revolving Loans and Swingline Loans may be borrowed as Index Rate Loans. Thereafter,
the Borrower may elect to convert such Borrowing into a different Type or to
continue such Borrowing, and in the case of a Eurodollar Borrowing, may elect
Interest Periods therefor, all as provided in this Section 2.8. The
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing. This
Section shall not apply to Swingline Borrowings, which may not be converted or
continued.  (b)           To make an election pursuant to this Section
2.8, the Borrower shall give the Administrative Agent prior written notice
(or telephonic notice promptly confirmed in writing) of each Borrowing
substantially in the form of Exhibit2.8 attached hereto (a Notice
of Conversion/Continuation) that is to be converted or continued, as the
case may be, (x) prior to 10:00 a.m. (New York time) on the same Business Day as the requested
date of a conversion into a Base Rate Borrowing or an Index Rate
Borrowing and (y) prior to 11:00 a.m. (New York time) three (3) Business Days prior to a
continuation of or conversion into a Eurodollar Borrowing. Each such Notice of
Conversion/Continuation shall be irrevocable and shall specify (i) the
Borrowing to which such Notice of Continuation/Conversion applies and if
different options are being elected with respect to different portions thereof,
the portions thereof that are to be allocated to each resulting Borrowing (in
which case the information to be specified pursuant to clauses (iii) and (iv)
shall be specified for each resulting Borrowing); (ii) the effective date of
the election made pursuant to such Notice of Continuation/Conversion, which
shall  28


be a Business Day, (iii) whether
the resulting Borrowing is to be a Base Rate Borrowing, an Index Rate Borrowing
or a Eurodollar Borrowing; and (iv) if the resulting Borrowing is to be a
Eurodollar Borrowing, the Interest Period applicable thereto after giving
effect to such election, which shall be a period contemplated by the definition
of Interest Period. If any such Notice of Continuation/Conversion requests a
Eurodollar Borrowing but does not specify an Interest Period, the Borrower
shall be deemed to have selected an Interest Period of one month. The principal
amount of any resulting Borrowing shall satisfy the minimum borrowing amount
for Eurodollar Borrowings, Index Rate Borrowings and Base Rate Borrowings set
forth in Section 2.3.  (c)           If, on the expiration of any Interest
Period in respect of any Eurodollar Borrowing, the Borrower shall have failed
to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is
repaid as provided herein, the Borrower shall be deemed to have elected to
convert such Borrowing to a Base Rate Borrowing. No Borrowing may be converted
into, or continued as, a Eurodollar Borrowing if a Default or an Event of
Default exists, unless the Administrative Agent and each of the Lenders shall
have otherwise consented in writing. No conversion of any Eurodollar Loans
shall be permitted except on the last day of the Interest Period in respect
thereof.  (d)           Upon receipt of any Notice of
Conversion/Continuation, the Administrative Agent shall promptly notify each
Lender of the details thereof and of such Lenders portion of each resulting
Borrowing.  (e)If a Notice of Borrowing or a Notice of
Conversion/Continuation does not specify a Type, the Borrower shall be deemed
to have requested a Base Rate Borrowing with respect to the Term Loans and an
Index Rate Borrowing with respect to the Revolving Loans.  Section
2.9.            Optional Reduction and Termination of Commitments.  (a)           Unless previously terminated, all
Revolving Commitments, Swingline Commitments and LC Commitments shall terminate
on the Revolving Commitment Termination Date. The Term Loan Commitments shall
terminate on the Closing Date upon the making of the Term Loans pursuant to Section
2.6.  (b)           Upon at least three (3) Business Days
prior written notice (or telephonic notice promptly confirmed in writing) to
the Administrative Agent (which notice shall be irrevocable), the Borrower may
reduce the Aggregate Revolving Commitments in part or terminate the Aggregate
Revolving Commitments in whole; provided, that (i) any partial reduction
shall apply to reduce proportionately and permanently the Revolving Commitment
of each Lender, (ii) any partial reduction pursuant to this Section 2.9
shall be in an amount of at least $1,000,000 and any larger multiple of $500,000,
and (iii) no such reduction shall be permitted which would reduce the Aggregate
Revolving Commitment Amount to an amount less than the outstanding Revolving
Credit Exposures of all Lenders. Any such reduction in the Aggregate Revolving
Commitment Amount below the sum of the principal amount of the Swingline
Commitment and the LC Commitment shall result in a proportionate reduction
(rounded to the next lowest integral multiple of $100,000) in the Swingline
Commitment and the LC Commitment.  29


Section
2.10.Repayment of Loans.  (a)           The outstanding principal amount of
all Revolving Loans shall be due and payable (together with accrued and unpaid
interest thereon) on the Revolving Commitment Termination Date.  (b)           The principal amount of each Swingline
Borrowing shall be due and payable (together with accrued and unpaid interest
thereon) the Revolving Commitment Termination Date.  (c)The Borrower unconditionally promises to pay to the
Administrative Agent for the account of each Term Loan Lender the then unpaid
principal amount of the Term Loan of such Term Loan Lender in installments
payable on the last day of each March, June, September and December, commencing
on December 31, 2007, with each such installment being in the aggregate
principal amount for all Term Loan Lenders equal to the greater of $250,000 or
0.25% of the original aggregate principal amount of the Term Loans, provided,
that, to the extent not previously paid, the aggregate unpaid principal balance
of the Term Loans shall be due and payable on the Maturity Date.  Section
2.11.Evidence of Indebtedness.  (a)           Each
Lender shall maintain in accordance with its usual practice appropriate records
evidencing the Indebtedness of the Borrower to such Lender resulting from each
Loan made by such Lender from time to time, including the amounts of principal
and interest payable thereon and paid to such Lender from time to time under
this Agreement. The Administrative Agent shall maintainappropriate records in which shall be
recorded (i) the Revolving Commitment and the Term Loan Commitment of each
Lender, (ii) the amount of each Loan made hereunder by each Lender, the Class
and Type thereof and the Interest Period applicable thereto, (iii) the date of
each continuation thereof pursuant to Section 2.8, (iv) the date of each
conversion of all or a portion thereof to another Type pursuant to Section
2.8, (v) the date and amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender hereunder in respect
of such Loans and (vi) both the date and amount of any sum received by the
Administrative Agent hereunder from the Borrower in respect of the Loans and
each Lenders Pro Rata Share thereof. The entries made in such records shall be
prima facieevidence of the existence
and amounts of the obligations of the Borrower therein recorded, absent
manifest error; provided, that the failure or delay of any Lender or the
Administrative Agent in maintaining or making entries into any such record or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans (both principal and unpaid accrued interest) of such Lender
in accordance with the terms of this Agreement.  (b)           At the request of any Lender
(including the Swingline Lender) at any time, the Borrower agrees that it will
execute and deliver to such Lender, as applicable, a Revolving Credit Note, a
Term Loan Note and, in the case of the Swingline Lender only, a Swingline Note,
payable to the order of such Lender.  Section 2.12.Optional
Prepayments. The
Borrower shall have the right at any time and from time to time to prepay any
Borrowing, in whole or in part, without premium or penalty,  30


by giving irrevocable written notice (or
telephonic notice promptly confirmed in writing) to the Administrative Agent no
later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00
a.m. (New York time) not less than three (3) Business Days prior to any such
prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing or an
Index Rate Borrowing, on the Business Day of such prepayment, and (iii) in the
case of Swingline Borrowings, prior to 11:00 a.m. (New York time) on the date
of such prepayment, provided that no notice shall be required for the
prepayment of any Cash Management Swingline Loans. Each such notice shall be
irrevocable and shall specify the proposed date of such prepayment and the
principal amount of each Borrowing or portion thereof to be prepaid. Upon
receipt of any such notice, the Administrative Agent shall promptly notify each
affected Lender of the contents thereof and of such Lenders Pro Rata Share of
any such prepayment. If such notice is given, the aggregate amount specified in
such notice shall be due and payable on the date designated in such notice,
together with accrued interest to such date on the amount so prepaid in
accordance with Section 2.14(d); provided, that if a Eurodollar
Borrowing is prepaid on a date other than the last day of an Interest Period
applicable thereto, the Borrower shall also pay all amounts required pursuant
to Section 2.20. Each partial prepayment of any Loan (other than a
Swingline Loan) shall be in an a minimum amount of $100,000 and shall be an
integral multiple of $50,000. Each prepayment of a Borrowing shall be applied
ratably to the Loans comprising such Borrowing, and in the case of a prepayment
of a Term Loan Borrowing, to principal installments in inverse order of
maturity.  Section
2.13.Mandatory Prepayments.  (a)           Within three Business Days of receipt
by the Borrower or any of its Subsidiaries of proceeds in excess of $25,000 of
any sale or disposition by the Borrower or such Subsidiary of any of its assets
(excluding (i) sales of inventory in the ordinary course of business, (ii) sales of worn-out, surplus or
obsolete equipment,(iii) sales
of assets the proceeds of which are invested or committed to be invested into
the businesses of the Borrower and its Subsidiaries within 180 days after such
assets are sold, (iv) insurance proceeds (less any costs of recovery) which are
invested or committed to be invested into the business of the Borrower and its
Subsidiaries within 180 days of receipt, (v) sales or liquidations of
Permitted Investments, (vi) sales of accounts receivable in connection
with settlement or collection and (vii) so long as no Event of Default has
occurred and is continuing, other sales of assets of the Borrower or any of its
Subsidiaries with an aggregate book value not to exceed $5,000,000 in any
Fiscal Year) the Borrower shall prepay the Loans in an amount equal to
all such proceeds, net of commissions and other reasonable, taxes, reserves for
purchase price adjustments and post-closing obligations, and customary
transaction costs, fees and expenses properly attributable to such transaction
and payable by such Borrower in connection therewith (in each case, paid to
non-Affiliates). Any such prepayment shall be applied in accordance with Section
2.13(d).  (b)           If the Borrower or any of its
Subsidiaries issues any debt or equity securities (other than Indebtedness
permitted under Section 7.1, equity securities issued by a Subsidiary of
the Borrower to the Borrower or another Subsidiary or equity securities
transferred or allocated to the Borrowers ESOP or stock option plans) then no
later than three Business Days following the date of receipt of the proceeds
thereof, Borrower shall prepay the Loans in an amount equal to 50%, in the case
of equity securities, and 100% in the case of debt securities, of all such
proceeds, net of underwriting discounts and commissions and other reasonable
costs  31


paid to non-Affiliates in
connection therewith. Any such prepayment shall be applied in accordance with Section
2.13(d).  (c)           Intentionally deleted.  (d)           Amounts
to be applied in connection with prepayments made pursuant to Sections
2.13(a) or (b) shall be appliedfirst, to
Administrative Agents fees and reimbursable expenses then due and payable pursuant
to any of the Loan Documents; second, to all other fees and reimbursable
expenses of the Lenders and the Issuing Bank then due and payable pursuant to
any of the Loan Documents; third, to interest then due and payable on
the Loans; fourth, to the principal balance of the Term Loans, until the
same shall have been paid in full; fifth, to the principal balance of
the Swingline Loans, until the same shall have been paid in full, to the
Swingline Lender; sixth, to the principal balance of the Revolving Loans,
until the same shall have been paid in full, and seventh, to cash
collateralize the Letters of Credit in accordance with Section 2.23(g)
in an amount in cash equal to the LC Exposure as of such date plus any accrued
and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be
permanently reduced by the amount of any prepayments made pursuant this the Section
2.13(d).  (e)           If at any time the Revolving Credit
Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as
reduced pursuant to Section 2.9 or otherwise, the Borrower shall
immediately repay Swingline Loans and Revolving Loans in an amount equal to
such excess, together with all accrued and unpaid interest on such excess
amount and any amounts due under Section 2.20. Each prepayment shall be
applied first to the Swingline Loans to the full extent thereof, second to the
Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to
the full extent thereof. If after giving effect to prepayment of all Swingline
Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds
the Aggregate Revolving Commitment Amount, the Borrower shall deposit in an
account with the Administrative Agent, in the name of the Administrative Agent
and for the benefit of the Issuing Bank and the Lenders, an amount in cash
equal to such excess plus any accrued and unpaid fees thereon to be held as
collateral for the LC Exposure. Such account shall be administered in
accordance with Section 2.23(g) hereof.  Section 2.14.Interest on
Loans.  (a)           The
Borrower shall pay interest on each Base Rate Loan at the Base Rate in effect
from time to time and on each Eurodollar Loan at the Adjusted LIBO Rate for the
applicable Interest Period in effect for such Loan, plus,
in each case, the Applicable Margin in effect from time to time. The Borrower
shall pay interest on each Index Rate Loan at the Index Rate plus the
Applicable Margin in effect from time to time. The interest rate on Index Rate
Loans shall be established based on the Index Rate in effect on the first Index
Rate Determination Date, and shall be adjusted on each Index Rate Determination
Date thereafter to reflect the Index Rate then in effect.  (b)           The Borrower shall pay interest on
each Swingline Loan at the Swingline Rate in effect from time to time.  32


(c)           While an Event of Default exists or
after acceleration, at the option of the Required Lenders, the Borrower shall
pay interest (Default Interest) with respect to all Eurodollar Loans
and at the rate otherwise applicable for the then-current Interest Period plus an additional 2% per annum until the last day of such
Interest Period, and thereafter, and with respect to all Index Rate Loans
(including all Swingline Loans) and Base Rate Loans and all other Obligations
hereunder (other than Loans), at an all-in rate in effect for Base Rate Loans, plus an additional 2% per annum.  (d)           Interest on the principal amount of
all Loans shall accrue from and including the date such Loans are made to but
excluding the date of any repayment thereof. Interest on all outstanding Base
Rate Loans, Index Rate Loans and Swingline Loans shall be payablemonthlyin
arrears on the last day of each calendar
monthand on the Revolving Commitment
Termination Date or the Maturity Date, as the case may be. Interest on all
outstanding Eurodollar Loans shall be payable on the last day of each Interest
Period applicable thereto, and, in the case of any Eurodollar Loans having an
Interest Period in excess of three months, on each day which occurs every three
months after the initial date of such Interest Period, and on the Revolving
Commitment Termination Date or the Maturity Date, as the case may be. Interest
on any Loan which is converted into a Loan of another Type or which is repaid
or prepaid shall be payable on the date of such conversion or on the date of
any such repayment or prepayment (on the amount repaid or prepaid) thereof. All
Default Interest shall be payable on demand.  (e)           The Administrative Agent shall
determine each interest rate applicable to the Loans hereunder and shall
promptly notify the Borrower and the Lenders of such rate in writing (or by
telephone, promptly confirmed in writing). Any such determination shall be
conclusive and binding for all purposes, absent manifest error.  Section
2.15.Fees.  (a)           The Borrower shall pay to the
Administrative Agent for its own account fees in the amounts and at the times
previously agreed upon in writing by the Borrower and the Administrative Agent.  (b)           The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Loan Lender a commitment
fee, which shall accrue at the Applicable Percentage per annum (determined
daily in accordance with Schedule I) on the daily amount of the unused
Revolving Commitment of such Revolving Loan Lender during the Availability
Period. For purposes of computing commitment fees with respect to the Revolving
Commitments, the Revolving Commitment of each Revolving Loan Lender shall be
deemed used to the extent of the outstanding Revolving Loans and LC Exposure,
but not Swingline Exposure, of such Lender.  (c)The
Borrower agrees to pay (i) to the Administrative Agent, for the account of each
Revolving Loan Lender, a letter of credit fee with respect to its participation
in each Letter of Credit, which shall accrue at a rate per annum equal to the
Applicable Margin for Eurodollar Loans then in effect on the average daily
amount of such Revolving Loan Lenders LC Exposure attributable to such Letter
of Credit during the period from and including the date of issuance of such
Letter of Credit to but excluding the date on which such Letter of Credit  33


expires or is drawn in full
(including without limitation any LC Exposure that remains outstanding after
the Revolving Commitment Termination Date) and (ii) to the Issuing Bank for its
own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount
of the LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the Availability Period (or until the date that such
Letter of Credit is irrevocably cancelled, whichever is later), as well as the
Issuing Banks standard fees with respect to issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings thereunder. Notwithstanding the foregoing,
if the Required Lenders elect to increase the interest rate on the Loans to the
Default Interest pursuant to Section 2.14(c), the rate per annum used to
calculate the letter of credit fee pursuant to clause (i) above shall
automatically be increased by an additional 2% per annum.  (d)           The Borrower shall pay to the
Administrative Agent, for the ratable benefit of each Lender, the upfront fee
previously agreed upon by the Borrower and the Administrative Agent, which
shall be due and payable on the Closing Date.  (e)           Accrued fees under paragraphs (b) and
(c) above shall be payable quarterly in arrears on the last day of each March,
June, September and December, commencing onDecember 31, 2007, and on the Revolving Commitment
Termination Date (and if later, the date the Loans and LC Exposure shall be
repaid in their entirety); provided  further, that any such fees
accruing after the Revolving Commitment Termination Date shall be payable on
demand.  Section 2.16.Computation of Interest and Fees.All
computations of interest and fees hereunder shall be made on the basis of a
year of 360 days for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such interest or
fees are payable (to the extent computed on the basis of days elapsed). Each
determination by the Administrative Agent of an interest amount or fee
hereunder shall be made in good faith and, except for manifest error, shall be
final, conclusive and binding for all purposes.  Section
2.17.Inability to Determine Interest Rates. If
prior to the commencement of any Interest Period for any Eurodollar Borrowing or on the Index Rate
Determination Date for any Index Rate Borrowing,  (i)            the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Borrower) that, by
reason of circumstances affecting the relevant interbank market, adequate means
do not exist for ascertaining LIBOR for such Interest Period or the Index Rate
on such Index Rate Determination Date, or  (ii)           the Administrative Agent shall have received notice from
the Required Lenders that the Adjusted LIBO Rate or the Index Rate does not
adequately and fairly reflect the cost to such Lenders (or Lender, as the case
may be) of making, funding or maintaining their (or its, as the case may
be)  Eurodollar Loans for such Interest
Period or its Index Rate Loans, as applicable,  the
Administrative Agent shall give written notice (or telephonic notice, promptly
confirmed in writing) to the Borrower and to the Lenders as soon as practicable
thereafter. Until  34


the
Administrative Agent shall notify the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) the obligations
of the Lenders to make Eurodollar Revolving Loans or Index Rate Loans or to
continue or convert outstanding Loans as or into Eurodollar Loans or Index Rate
Loans shall be suspended and (ii) all such affected Loans shall be converted
into Base Rate Loans on the last day of the then current Interest Period
applicable thereto and all Index Rate Loans shall automatically be converted to
Base Rate Loans, unless, in either case, the Borrower prepays such Loans in
accordance with this Agreement. Unless the Borrower notifies the Administrative
Agent at least one Business Day before the date of any Eurodollar Revolving
Borrowing for which a Notice of Revolving Borrowing has previously been given
that it elects not to borrow on such date, then such Revolving Borrowing shall
be made as a Base Rate Borrowing.  Section
2.18.          Illegality.If any Change in Law shall
make it unlawful or impossible for any Lender to make, maintain or fund any
Eurodollar Loan or Index Rate Loan and such Lender shall so notify the
Administrative Agent, the Administrative Agent shall promptly give notice
thereof to the Borrower and the other Lenders, whereupon until such Lender
notifies the Administrative Agent and the Borrower that the circumstances
giving rise to such suspension no longer exist, the obligation of such Lender
to make Eurodollar Revolving Loans or Index Rate Loans, or to continue or
convert outstanding Loans as or into Eurodollar Loans or Index Rate Loans,
shall be suspended. In the case of the making of a Eurodollar Revolving
Borrowing or an Index Rate Borrowing, such Lenders Revolving Loan shall be
made as a Base Rate Loan as part of the same Revolving Borrowing for the same
Interest Period and if the affected Eurodollar Loan is then outstanding, such
Loan shall be converted to a Base Rate Loan either (i) on the last day of the
then current Interest Period applicable to such Eurodollar Loan if such Lender
may lawfully continue to maintain such Loan to such date or (ii) immediately if
such Lender shall determine that it may not lawfully continue to maintain such
Eurodollar Loan to such date, and immediately in the case of an Index Rate Loan.
Notwithstanding the foregoing, the affected Lender shall, prior to giving such
notice to the Administrative Agent, designate a different Applicable Lending
Office if such designation would avoid the need for giving such notice and if
such designation would not otherwise be commercially disadvantageous to such
Lender in the good faith exercise of its discretion.  Section
2.19.Increased Costs.  (a)           If any Change in Law shall:  (i)            impose, modify or deem applicable any reserve, special
deposit or similar requirement that is not otherwise included in the
determination of the Adjusted LIBO Rate or the Index Rate hereunder against
assets of, deposits with or for the account of, or credit extended by, any
Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate
or the Index Rate) or the Issuing Bank; or  (ii)           impose on any Lender or on the Issuing Bank or the
eurodollar interbank market any other condition affecting this Agreement or any
Eurodollar Loans or Index Rate Loans made by such Lender or any Letter of
Credit or any participation therein;  35


and the result
of either of the foregoing is to increase the cost to such Lender of making,
converting into, continuing or maintaining a Eurodollar Loan or Index Rate Loan
or to increase the cost to such Lender or the Issuing Bank of participating in
or issuing any Letter of Credit or to reduce the amount received or receivable
by such Lender or the Issuing Bank hereunder (whether of principal, interest or
any other amount), then such Lender or Issuing Bank shall promptly notify the
Borrower and the Administrative Agent in writing of the facts underlying such
increase in cost and the Borrower shall promptly pay, upon written notice from
and demand by such Lender on the Borrower (with a copy of such notice and
demand to the Administrative Agent), to the Administrative Agent for the
account of such Lender, within five Business Days after the date of such notice
and demand, additional amount or amounts sufficient to compensate such Lender
or the Issuing Bank, as the case may be, for such additional costs incurred or
reduction suffered.  (b)           If any Lender or the Issuing Bank
shall have determined that on or after the date of this Agreement any Change in
Law regarding capital requirements has or would have the effect of reducing the
rate of return on such Lenders or the Issuing Banks capital (or on the
capital of such Lenders or the Issuing Banks parent corporation) 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 the Issuing Bank or such
Lenders or the Issuing Banks parent corporation could have achieved but for
such Change in Law (taking into consideration such Lenders or the Issuing Banks
policies or the policies of such Lenders or the Issuing Banks parent
corporation with respect to capital adequacy) thensuch Lender or Issuing Bank
shall promptly notify the Borrower and the Administrative Agent in writing of
the facts underlying such increase in cost and, from time to time, within five
(5) Business Days after receipt by the Borrower of written demand by such
Lender (with a copy thereof to the Administrative Agent), the Borrower shall
pay to such Lender such additional amounts as will compensate such Lender or
the Issuing Bank or such Lenders or the Issuing Banks parent corporation for
any such reduction suffered.  (c)           A certificate of a Lender or the
Issuing Bank setting forth the amount or amounts necessary to compensate such
Lender or the Issuing Bank or such Lenders or the Issuing Banks parent
corporation, as the case may be, specified in paragraph (a) or (b) of this Section
2.19 shall be delivered to the Borrower (with a copy to the Administrative
Agent) and shall be conclusive, absent manifest error. The Borrower shall pay
any such Lender or the Issuing Bank, as the case may be, such amount or amounts
within 10 days after receipt thereof.  (d)           Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section 2.19 shall not constitute a waiver of such
Lenders or the Issuing Banks right to demand such compensation, provided
that the Borrower shall not be required to compensate a Lender or the Issuing
Bank pursuant to this Section 2.19 for any increased costs incurred or
reductions suffered more than nine months prior to the date that such Lender or
the Issuing Bank, as the case may be, notifies the Borrower in writing of the
Change in Law giving rise to such increased costs or reductions and of such
Lenders or the Issuing Banks intention to claim compensation therefor (except
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the nine-month period referred to above shall be extended to
include the period of retroactive effect thereof).  36


Section
2.20.Funding Indemnity. In the event of (a) the
payment of any principal of a Eurodollar Loan other than on the last day of the
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion or continuation of a Eurodollar Loan other than on
the last day of the Interest Period applicable thereto, or (c) the failure by the
Borrower to borrow, prepay, convert or continue any Eurodollar Loan on the date
specified in any applicable notice (regardless of whether such notice is
withdrawn or revoked), then, in any such event, the Borrower shall compensate
each Lender, within five (5) Business Days after written demand from such
Lender, for any loss, cost or expense attributable to such event. In the case
of a Eurodollar Loan, such loss, cost or expense shall be deemed to include an
amount determined by such Lender to be the excess, if any, of (A) the amount of
interest that would have accrued on the principal amount of such Eurodollar
Loan if such event had not occurred at the Adjusted LIBO Rate applicable to
such Eurodollar Loan for the period from the date of such event to the last day
of the then current Interest Period therefor (or in the case of a failure to
borrow, convert or continue, for the period that would have been the Interest
Period for such Eurodollar Loan) over (B) the amount of interest that would
accrue on the principal amount of such Eurodollar Loan for the same period if
the Adjusted LIBO Rate were set on the date such Eurodollar Loan was prepaid or
converted or the date on which the Borrower failed to borrow, convert or
continue such Eurodollar Loan. Each Lender agrees to use commercially
reasonable efforts to mitigate the amount of each loss, cost or expense
referred to in this Section 2.20. A certificate as to any additional
amount payable under this Section 2.20 submitted to the Borrower by
any Lender (with a copy to the Administrative Agent) shall be conclusive,
absent manifest error.  Section
2.21.Taxes.  (a)           Any and all payments by or on account
of any obligation of the Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided,
that if the Borrower shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then, subject to the provisions of Section 2.21(e),
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 2.21) the Administrative Agent, any Lender or the
Issuing Bank (as the case may be) shall receive an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.  (b)           In addition, the Borrower shall pay
any Other Taxes to the relevant Governmental Authority in accordance with
applicable law.  (c)           The Borrower shall indemnify the
Administrative Agent, each Lender and the Issuing Bank, within five (5)
Business Days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender
or the Issuing Bank, as the case may be, on or with respect to any payment by
or on account of any obligation of the Borrower hereunder (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section 2.21) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to  37


the Borrower by a Lender or the
Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of
a Lender or the Issuing Bank, shall be conclusive absent manifest error.  (d)As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by
the Borrower to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.  (e)           Any Foreign Lender that is entitled
to an exemption from or reduction of withholding tax under the Code or any
treaty to which the United States is a party, with respect to payments under
this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), on or prior to the date on which such Foreign Lender becomes a Lender
or a Participant under this Agreement, such properly completed and executed
documentation prescribed by applicable law or reasonably requested by the
Borrower as will permit such payments to be made without withholding or at a
reduced rate. Without limiting the generality of the foregoing, each Foreign
Lender agrees that it will deliver to the Administrative Agent and the Borrower
(or in the case of a Participant, to the Lender from which the related
participation shall have been purchased), as appropriate, two (2) duly
completed copies of (i) Internal Revenue Service Form W-8 ECI, or any successor
form thereto, certifying that the payments received from the Borrower hereunder
are effectively connected with such Foreign Lenders conduct of a trade or
business in the United States; or (ii) Internal Revenue Service Form W-8 BEN,
or any successor form thereto, certifying that such Foreign Lender is entitled
to benefits under an income tax treaty to which the United States is a party
which reduces the rate of withholding tax on payments of interest; or (iii)
Internal Revenue Service Form W-8 BEN, or any successor form prescribed by the
Internal Revenue Service, together with a certificate (A) establishing that the
payment to the Foreign Lender qualifies as portfolio interest exempt from
U.S. withholding tax under Code section 871(h) or 881(c), and (B) stating that
(1) the Foreign Lender is not a bank for purposes of Code section 881(c)(3)(A),
or the obligation of the Borrower hereunder is not, with respect to such
Foreign Lender, a loan agreement entered into in the ordinary course of its
trade or business, within the meaning of that section; (2) the Foreign Lender
is not a 10% shareholder of the Borrower within the meaning of Code section
871(h)(3) or 881(c)(3)(B); and (3) the Foreign Lender is not a controlled
foreign corporation that is related to the Borrower within the meaning of Code
section 881(c)(3)(C); or (iv) such other Internal Revenue Service forms as may
be applicable to the Foreign Lender, including Forms W-8 IMY or W-8 EXP. Each
such Foreign Lender shall deliver to the Borrower and the Administrative Agent
such forms on or before the date that it becomes a party to this Agreement (or
in the case of a Participant, on or before the date such Participant purchases
the related participation). In addition, each such Foreign Lender shall deliver
such forms within 10 days after the obsolescence or invalidity of any form
previously delivered by such Foreign Lender. Each such Foreign Lender shall
promptly notify the Borrower and the Administrative Agent at any time that 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 Internal Revenue Service for such purpose). If a Foreign Lender
is entitled to an exemption from or reduction of withholding tax in respect of
payments to be made to such Lender under this Agreement and does not deliver
the Internal Revenue Service forms and certificates described in the preceding
sentences prior to becoming a party to this Agreement or within ten (10) days
after the obsolescence or invalidity of any previously delivered form, the  38


Borrower shall withhold taxes
from payments to such Foreign Lender at the applicable statutory rates and the
Borrower shall not be required to pay any additional amount, as a result of
such withholding, provided that all such withholding shall cease upon the
delivery by the Foreign Lender to the Borrower and the Administrative Agent of
the Internal Revenue Service forms and certificates required to be delivered
pursuant to this Section 2.21(e).  Section
2.22.Payments Generally; Pro Rata Treatment; Sharing of Set-offs.  (a)           Each
Borrowing hereunder, each payment by the Borrower on account of any Commitment
Fee or Letter of Credit fee (other than the fronting fee payable solely to the
Issuing Bank) and any reduction of the Revolving Commitments of the Revolving
Loan Lenders shall be made pro  rata according to the respective
Pro Rata Shares of the relevant Lenders. Each payment (other than prepayments)
in respect of principal or interest in respect of the Loans and each payment in
respect of fees payable hereunder shall be applied to the amounts of such
obligations owing to the Lenders pro  rata according to the
respective amounts then due and owing to the Lenders.  (b)           Each
payment (including each prepayment) of the Term Loans shall be allocated among
the Term Loan Lenders holding such Term Loans pro  rata based on
the principal amount of such Term Loans held by such Term Loan Lenders. Prepayments
shall be applied to the installments of such Term Loans in the inverse order of
the scheduled maturities of such installments. Amounts prepaid on account of
the Term Loans may not be reborrowed.  (c)           Each
payment (including each prepayment) by the Borrowers on account of principal of
and interest on the Revolving Loans shall be made pro  rata
according to the respective outstanding principal amounts of the Revolving
Loans then held by the Revolving Loan Lenders. Each payment in respect of LC
Disbursements in respect of any Letter of Credit shall be made to the Issuing
Bank that issued such Letters of Credit.  (d)           The Borrower shall make each payment
required to be made by it hereunder (whether of principal, interest, fees or
reimbursement of LC Disbursements, or of amounts payable under Sections 2.19,
2.20 or 2.21, or otherwise) prior to 12:00 noon (New York time) on
the date when due, in immediately available funds, free and clear of any
defenses, rights of set-off, counterclaim, or withholding or deduction of taxes.
Any amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at the Payment Office (and,
pending disbursement, shall be held in trust by the Administrative Agent for
the benefit of the Lenders), except
payments to be made directly to the Issuing Bank or Swingline Lender as
expressly provided herein and except that payments pursuant to Sections 2.19,
2.20 and 2.21 and 10.3 shall be made directly to the
Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If payments are required to be
made by the Administrative Agent to the Lenders hereunder, and are not in fact
made available within one (1) Business Day after the Administrative Agents
receipt thereof, then such Lender shall be entitled to recover such amount from
the Administrative Agent, together with accrued interest thereon for each day
from the date of receipt at the Federal Funds Rate. If any
payment hereunder shall be due on a  39


day that is not a Business Day,
the date for payment shall be extended to the next succeeding Business Day,
and, in the case of any payment accruing interest, interest thereon shall be
made payable for the period of such extension. All payments hereunder shall be
made in Dollars.  (e)           If at any time insufficient funds are
received by and available to the Administrative Agent to pay fully all amounts
of principal, unreimbursed LC Disbursements, interest and fees then due hereunder,
such funds shall be applied (i) first, towards payment of interest and fees
then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of interest and fees then due to such parties, (ii) second,
towards payment of principal and unreimbursed LC Disbursements then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and unreimbursed LC Disbursements then due to such
parties, and (iii) last, towards payment of all other Obligations then due,
ratably among the parties entitled thereto in accordance with the amounts of
such Obligations then due to such parties.  (f)            If any Lender shall, by exercising
any right of set-off or counterclaim or otherwise, obtain payment in respect of
any principal of or interest on any of its Revolving Loans or participations in
LC Disbursements or Swingline Loans that would result in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans
and participations in LC Disbursements and Swingline Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans and participations in LC Disbursements
and Swingline Loans of other Lenders to the extent necessary so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on their
respective Revolving Loans and participations in LC Disbursements and Swingline
Loans; provided, that (i) if any such participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest, and (ii) the provisions of this paragraph
shall not be construed to apply to any payment made by the Borrower pursuant to
and in accordance with the express terms of this Agreement or any payment
obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or participations in LC Disbursements or
Swingline Loans to any assignee or participant, other than to the Borrower or any
Subsidiary or Affiliate thereof (as to which the provisions of this paragraph
shall apply). The Borrower consents to the foregoing and agrees, to the extent
it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.  (g)           Unless the Administrative Agent shall
have received notice from the Borrower prior to the date on which any payment
is due to the Administrative Agent for the account of the Lenders or the
Issuing Bank hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower will make such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to
the Lenders or the Issuing Bank, as the case may be, the amount or amounts due.
In such event, if the Borrower has not in fact made such payment, then each of
the Lenders or the Issuing Bank, as the case may be, severally agrees to repay
to the Administrative Agent forthwith on demand  40


the amount so distributed to
such Lender or Issuing Bank with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date
of payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.  (h)           If any Lender shall fail to make any
payment required to be made by it pursuant to Section 2.4(b), 2.7(b),
2.22(d), 2.23(d) or (e) or 10.3(d), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lenders obligations under
such Sections until all such unsatisfied obligations are fully paid.  (i)Notwithstanding anything to the
contrary in Section 2.13 or this Section 2.22, each Term Loan
Lender may, at its option, decline any mandatory prepayment applicable to the
Term Loans of such Lender. Accordingly, with respect to the amount of any
mandatory prepayment described in Section 2.13 that is allocated to Term
Loans (such amounts, the Term Loan Prepayment Amount), the Borrower
will, in the case of any mandatory prepayment required to be made pursuant to Section
2.13, in lieu of applying such amount to the prepayment of the Term Loans,
as provided in paragraph Section 2.13(d), on the date specified in Section
2.13 for such mandatory prepayment, give the Administrative Agent telephonic
notice (promptly confirmed in writing) requesting that the Administrative Agent
prepare and provide to each Term Loan Lender a notice (each, a Prepayment
Option Notice) as described below. As promptly as practicable after
receiving such notice from the Borrower, the Administrative Agent will send to
each Term Loan Lender a Prepayment Option Notice, which shall be in the form of
Exhibit 2.22, and shall include an offer by the Borrower to prepay on
the date (each a Prepayment Date) that is 10 Business Days after the
date of the Prepayment Option Notice, the relevant Term Loans of such Term Loan
Lender by an amount equal to the portion of the Term Loan Prepayment Amount
indicated in such Term Loan Lenders Prepayment Option Notice as being
applicable to such Term Loan Lenders Term Loans. On the Prepayment Date, (i)
the Borrower shall pay to the Administrative Agent the aggregate amount
necessary to prepay that portion of the outstanding relevant Term Loans in
respect of which Term Loan Lenders have accepted prepayment as described above
(such Term Loan Lenders, the Accepting Lenders), and such amount shall
be applied to reduce the Term Loan Prepayment Amounts with respect to each
Accepting Lender, (ii) the Borrower shall pay to the Administrative Agent an
amount equal to Term Loan Prepayment Amount not accepted by the Accepting
Lenders, and such amount shall be applied to the prepayment of the Revolving
Loans until paid in full, and (iii) the remaining portion of the Term Loan
Prepayment Amount not accepted by the Accepting Lenders shall be applied to the
Term Loans pro rata according to the amounts then due and owing to the Term
Loan Lenders.  Section
2.23.Letters of Credit.  (a)           During the Availability Period, the
Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section
2.23(d), agrees to issue, at the request of the Borrower, Letters of Credit
for the account of the Borrower on the terms and conditions hereinafter set
forth; provided, that (i) each Letter of Credit shall expire on the
earlier of (A) the date one year after the date of issuance of such Letter of
Credit (or in the case of any renewal or  41


extension thereof, one year
after such renewal or extension) and (B) the date that is five (5) Business
Days prior to the Revolving Commitment Termination Date; (ii) each Letter of
Credit shall be in a stated amount of at least $100,000; and (iii) the Borrower may not
request any Letter of Credit, if, after giving effect to such issuance (A) the
aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate
Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving
Commitment Amount. Each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Issuing Bank without recourse a
participation in each Letter of Credit equal to such Lenders Pro Rata Share of
the aggregate amount available to be drawn under such Letter of Credit (i) on
the Closing Date with respect to all Existing Letters of Credit and (ii) on the
date of issuance with respect to all other Letters of Credit. Each issuance of
a Letter of Credit shall be deemed to utilize the Revolving Commitment of each
Lender by an amount equal to the amount of such participation.  (b)           To request the issuance of a Letter
of Credit (or any amendment, renewal or extension of an outstanding Letter of
Credit), the Borrower shall give the Issuing Bank and the Administrative Agent
irrevocable written notice at least three (3) Business Days prior to the
requested date of such issuance specifying the date (which shall be a Business
Day) such Letter of Credit is to be issued (or amended, extended or renewed, as
the case may be), the expiration date of such Letter of Credit, the amount of
such Letter of Credit, the name and address of the beneficiary thereof and such
other information as shall be necessary to prepare, amend, renew or extend such
Letter of Credit. In addition to the satisfaction of the conditions in Article
3 the issuance of such Letter of Credit (or any amendment which increases
the amount of such Letter of Credit) will be subject to the further conditions
that such Letter of Credit shall be in such form and contain such terms as the
Issuing Bank shall approve and that the Borrower shall have executed and
delivered any additional applications, agreements and instruments relating to
such Letter of Credit as the Issuing Bank shall reasonably require; provided,
that in the event of any conflict between such applications, agreements or
instruments and this Agreement, the terms of this Agreement shall control.  (c)           At least two Business Days prior to
the issuance of any Letter of Credit, the Issuing Bank will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has received such notice and if not, the Issuing Bank will provide the
Administrative Agent with a copy thereof. Unless the Issuing Bank has received
notice from the Administrative Agent on or before the Business Day immediately
preceding the date the Issuing Bank is to issue the requested Letter of Credit
(1) directing the Issuing Bank not to issue the Letter of Credit because such
issuance is not then permitted hereunder because of the limitations set forth in
Section 2.23(a) or that one or more conditions specified in Article 3
are not then satisfied, then, subject to the terms and conditions hereof, the
Issuing Bank shall, on the requested date, issue such Letter of Credit in
accordance with the Issuing Banks usual and customary business practices.  (d)           The Issuing Bank shall examine all
documents purporting to represent a demand for payment under a Letter of Credit
promptly following its receipt thereof. The Issuing Bank shall notify the
Borrower and the Administrative Agent of such demand for payment and whether
the Issuing Bank has made or will make a LC Disbursement thereunder; provided,
that any failure to give or delay in giving such notice shall not relieve the
Borrower of its obligation to reimburse the Issuing Bank and the Lenders with
respect to such LC Disbursement. The  42


Borrower shall be irrevocably
and unconditionally obligated to reimburse the Issuing Bank for any LC
Disbursements paid by the Issuing Bank in respect of such drawing, without
presentment, demand or other formalities of any kind. Unless the Borrower shall
have notified the Issuing Bank and the Administrative Agent prior to 11:00 a.m. (New York time) on
the Business Day immediately prior to the date on which such drawing is honored
that the Borrower intends to reimburse the Issuing Bank for the amount of such
drawing in funds other than from the proceeds of Revolving Loans, the Borrower
shall be deemed to have timely given a Notice of Revolving Borrowing to the
Administrative Agent requesting the Lenders to make a Base Rate Borrowingon the date on which such drawing is
honored in an exact amount due to the Issuing Bank; provided, that for
purposes solely of such Borrowing, the conditions precedents set forth in Section
3.2 hereof shall not be applicable. The Administrative Agent shall notify
the Lenders of such Borrowing in accordance with Section 2.3, and each
Lender shall make the proceeds of its Base Rate Loan included in such Borrowing
available to the Administrative Agent for the account of the Issuing Bank in
accordance with Section 2.7. The proceeds of such Borrowing shall be
applied directly by the Administrative Agent to reimburse the Issuing Bank for
such LC Disbursement.  (e)           If for any reason a Base Rate
Borrowing may not be (as determined in the sole discretion of the
Administrative Agent), or is not, made in accordance with the foregoing
provisions, then each Lender (other than the Issuing Bank) shall be obligated
to fund the participation that such Lender purchased pursuant to subsection (a)
in an amount equal to its Pro Rata Shareof
such LC Disbursement on and as of the date which such Base Rate Borrowing
should have occurred. Each Lenders obligation to fund its participation shall
be absolute and unconditional and shall not be affected by any circumstance,
including without limitation (i) any setoff, counterclaim, recoupment, defense
or other right that such Lender or any other Person may have against the
Issuing Bank or any other Person for any reason whatsoever, (ii) the existence
of a Default or an Event of Default or the termination of the Aggregate
Revolving Commitments, (iii) any adverse change in the condition (financial or
otherwise) of the Borrower or any of its Subsidiaries, (iv) any breach of this
Agreement by the Borrower or any other Lender, (v) any amendment, renewal or
extension of any Letter of Credit or (vi) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing,provided,however, that the obligation of each
Lender to fund such participation interest is subject to the condition that the
Issuing Bank believed in good faith that all conditions under Section 3.2
were satisfied at the time the applicable Letter of Credit was issued. On
the date that such participation is required to be funded, each Lender shall
promptly transfer, in immediately available funds, the amount of its
participation to the Administrative Agent for the account of the Issuing Bank. Whenever,
at any time after the Issuing Bank has received from any such Lender the funds
for its participation in a LC Disbursement, the Issuing Bank (or the
Administrative Agent on its behalf) receives any payment on account thereof,
the Administrative Agent or the Issuing Bank, as the case may be, will
distribute to such Lender its Pro Rata Share of such payment; provided,
that if such payment is required to be returned for any reason to the Borrower
or to a trustee, receiver, liquidator, custodian or similar official in any
bankruptcy proceeding, such Lender will return to the Administrative Agent or
the Issuing Bank any portion thereof previously distributed by the
Administrative Agent or the Issuing Bank to it.  (f)            To the extent that any Lender shall
fail to pay any amount required to be paid pursuant to paragraph (e) above on
the due date therefor, such Lender shall pay interest to  43


the Issuing Bank (through the
Administrative Agent) on such amount from such due date to the date such
payment is made at a rate per annum equal to the Federal Funds Rate; provided,
that if such Lender shall fail to make such payment to the Issuing Bank within
three (3) Business Days of such due date, then, retroactively to the due date,
such Lender shall be obligated to pay interest on such amount at the rate set
forth in Section 2.14(c).  (g)           If any Event of Default shall occur
and be continuing, on the Business Day that the Borrower receives notice from
the Administrative Agent or the Required Lenders demanding the deposit of cash
collateral pursuant to this paragraph, the Borrower shall deposit in an account
with the Administrative Agent, in the name of the Administrative Agent and for
the benefit of the Issuing Bank and the Lenders, an amount in cash equal to the
LC Exposure as of such date plus any accrued and unpaid fees thereon; provided,
that the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without
demand or notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower described in clause (h) or (i) of Section 8.1. Such
deposit shall be held by the Administrative Agent as collateral for the payment
and performance of the obligations of the Borrower under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Borrower agrees to execute
any documents and/or certificates to effectuate the intent of this paragraph. Other
than any interest earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the Administrative Agent and
at the Borrowers risk and expense, such deposits shall not bear interest. Interest
and profits, if any, on such investments shall accumulate in such account. Moneys
in such account shall be applied by the Administrative Agent to reimburse the
Issuing Bank for LC Disbursements for which it had not been reimbursed and to
the extent so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or, if the
maturity of the Loans has been accelerated, with the consent of the Required
Lenders, be applied to satisfy other obligations of the Borrower under this
Agreement and the other Loan Documents. If the Borrower is required to provide
an amount of cash collateral hereunder as a result of the occurrence of an
Event of Default, such amount (to the extent not so applied as aforesaid) shall
be returned to the Borrower within three Business Days after all Events of
Default have been cured or waived.  (h)           Promptly following the end of each
calendar quarter, the Issuing Bank shall deliver (through the Administrative
Agent) to each Lender and the Borrower a report describing the aggregate
Letters of Credit outstanding at the end of such Fiscal Quarter. Upon the
request of any Lender from time to time, the Issuing Bank shall deliver to such
Lender any other information reasonably requested by such Lender with respect
to each Letter of Credit then outstanding.  (i)            The Borrowers obligation to
reimburse LC Disbursements hereunder shall be absolute, unconditional and
irrevocable and shall be performed strictly in accordance with the terms of
this Agreement under all circumstances whatsoever and irrespective of any of
the following circumstances:  (i)            Any lack of validity or enforceability of any Letter of
Credit or this Agreement;  44


(ii)           The existence of any claim, set-off, defense or other
right which the Borrower or any Subsidiary or Affiliate of the Borrower may
have at any time against a beneficiary or any transferee of any Letter of
Credit (or any Persons or entities for whom any such beneficiary or transferee
may be acting), any Lender (including the Issuing Bank) or any other Person,
whether in connection with this Agreement or the Letter of Credit or any
document related hereto or thereto or any unrelated transaction;  (iii)          Any draft or other document presented under a Letter of
Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect;  (iv)          Payment by the Issuing Bank under a Letter of Credit
against presentation of a draft or other document to the Issuing Bank that does
not comply with the terms of such Letter of Credit;  (v)           Any other event or circumstance whatsoever, whether or not
similar to any of the foregoing, that might, but for the provisions of this Section
2.23, constitute a legal or equitable discharge of, or provide a right of
setoff against, the Borrowers obligations hereunder; or  (vi)          The existence of a Default or an Event of Default.  Neither the
Administrative Agent, the Issuing Bank, the Lenders nor any Related Party of
any of the foregoing shall have any liability or responsibility by reason of or
in connection with the issuance or transfer of any Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to above), or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Issuing Bank; provided,
that the foregoing shall not be construed to excuse the Issuing Bank from
liability to the Borrower to the extent of any actual direct damages (as
opposed to special, indirect (including claims for lost profits or other
consequential damages), or punitive damages, claims in respect of which are
hereby waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by the Issuing Banks failure to
exercise due care when determining whether drafts or other documents presented
under a Letter of Credit comply with the terms thereof. The parties hereto
expressly agree, that in the absence of gross negligence, bad faith or willful
misconduct on the part of the Issuing Bank (as finally determined by a court of
competent jurisdiction), the Issuing Bank shall be deemed to have exercised due
care in each such determination. In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to
documents presented that appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.  45


(j)            Unless
otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter
of Credit is issued and subject to applicable laws, performance under Letters
of Credit by the Issuing Bank, its correspondents, and the beneficiaries
thereof will be governed by the rules of the International Standby Practices
1998 (ISP98) (or such later revision as may be published by the Institute of
International Banking Law & Practice on any date any Letter of Credit may
be issued)and to the extent not inconsistent therewith, the governing law of
this Agreement set forth in Section 10.5.  Section
2.24.Increase of Commitments; Additional Lenders.  (a)           Subject to the terms and conditions
of this Section 2.24, and so long as no Event of Default has occurred
and is continuing, the Borrower may, by written notice to the Administrative
Agent from time to time, request an increase in the Aggregate Revolving
Commitments by an amount not to exceed $125,000,000 in the aggregate (the
amount of any such increase, the Additional Commitment Amount).Such notice shall set forth (i)
the amount of the Additional Commitment Amount being requested (which shall be
in minimum increments of $1,000,000 and a minimum amount of $25,000,000) and
(ii) the date on which the Additional Commitment Amount is requested to become
effective (which shall not be less than 15 Business Days (or such shorter
period as the Administrative Agent may agree) nor more than 60 days after the
date of such notice).  (b)           For a period of ten Business Days
following receipt of such notice, eachRevolving Loan Lender shall have the right to elect by
written notice to the Borrower and the Administrative Agent to increase its
Revolving Commitment by a principal amount equal to its Pro Rata Share of the
Additional Commitment Amount. No Lender (or any successor thereto) shall have
any obligation to increase its Revolving Commitment or its other obligations
under this Agreement and the other Loan Documents, and any decision by a Lender
to increase its Revolving Commitment shall be made in its sole discretion
independently from any other Lender.  (c)           If any Lender shall not elect to
increase its Revolving Commitment pursuant to subsection (a) of this Section
2.24, the Borrower may designate another bank or other financial institution
(which may be, but need not be, one or more of the existing Lenders) which at
the time agrees to, in the case of any such Person that is an existing Lender,
increase its Revolving Commitment and in the case of any other such Person (an Additional
Lender), become a party to this Agreement, if not already a Revolving Loan
Lender; provided, however, that any new bank or financial
institution must be reasonably acceptable to the Administrative Agent, which
acceptance will not be unreasonably withheld, conditioned or delayed. The sum
of the increases in the Revolving Commitments of the existing Lenders pursuant
to this subsection (b) plus the Revolving Commitments of the Additional Lenders
shall not in the aggregate exceed the unsubscribed amount of the Additional
Commitment Amount.  (d)Reserved.  (e)           An increase in the aggregate amount
of the Revolving Commitments pursuant to this Section 2.24 shall become
effective upon the receipt by the Administrative Agent of an supplement or
joinder in form and substance satisfactory to the Administrative  46


Agent executed by the Borrower
and by each Additional Lender and by each other Lender whose Revolving
Commitment is to be increased, setting forth the new Revolving Commitments of
such Lenders and setting forth the agreement of each Additional Lender to
become a party to this Agreement and to be bound by all the terms and
provisions hereof, together with Notes evidencing such increase in the
Commitments, and such evidence of appropriate corporate authorization on the
part of the Borrower with respect to the increase in the Revolving Commitments
and such opinions of counsel for the Borrower with respect to the increase in
the Revolving Commitments as the Administrative Agent may reasonably request.  (f)            Upon the acceptance of any such
agreement by the Administrative Agent, the Aggregate Revolving Commitment
Amount shall automatically be increased by the amount of the Revolving
Commitments added through such agreement and Schedule II shall
automatically be deemed amended to reflect the Revolving Commitments of all
Lenders after giving effect to the addition of such Revolving Commitments.  (g)           Upon any increase in the aggregate
amount of the Revolving Commitments pursuant to this Section 2.24 that
is not pro rata among all Lenders, (x) within five Business Days, in the case
of any Base Rate Loans then outstanding, and at the end of the then current
Interest Period with respect thereto, in the case of any Eurodollar Loans then
outstanding, the Borrower shall prepay such Loans in their entirety and, to the
extent the Borrower elects to do so and subject to the conditions specified in Article
3, the Borrower shall reborrow Revolving Loans from the Revolving Loan Lenders
in proportion to their respective Revolving Commitments after giving effect to
such increase, until such time as all outstanding Loans are held by the Lenders
in proportion to their respective Commitments after giving effect to such
increase and (y) effective upon such increase, the amount of the participations
held by each Lender in each Letter of Credit then outstanding shall be adjusted
automatically such that, after giving effect to such adjustments, the Lenders
shall hold participations in each such Letter of Credit in proportion to their
respective Revolving Commitments.  Section
2.25.Mitigation of Obligations.If any Lender requests compensation
under Section 2.19, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.21, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its
Loans hereunder or to assign its rights and obligations hereunder to another of
its offices, branches or affiliates, if, in the sole judgment of such Lender,
such designation or assignment (i) would eliminate or reduce amounts payable
under Section 2.19 or Section 2.21, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all costs and expenses incurred by any Lender in
connection with such designation or assignment.  Section
2.26.Replacement of Lenders. If any Lender is unable to
fund any Eurodollar Loan or Index Rate Loan pursuant to Section 2.18 or
if any Lender requests compensation under Section 2.19, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority of the account of any Lender pursuant to Section 2.21,
or if any Lender defaults in its obligation to fund Loans hereunder or comply
with the provisions of Section2.21(e) or if any Lender does not provide
its consent to any proposed Permitted Acquisition which must be consented to by
the Required Lenders, then the Borrower may, at its sole expense   47


and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions set forth in Section
10.4(b) all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender); provided, that (i) the Borrower shall have received the prior
written consent of the Administrative Agent, which consent shall not be
unreasonably withheld or delayed, (ii) such Lender shall have received payment
of an amount equal to the outstanding principal amount of all Loans owed to it,
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (in the case of such outstanding principal and
accrued interest) and from the Borrower (in the case of all other amounts) and
(iii) in the case of a claim for compensation under Section 2.19 or
payments required to be made pursuant to Section 2.21, such assignment
will result in a reduction in such compensation or payments. A Lender shall not
be required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.  ARTICLE 3CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT  Section
3.1.Conditions To Effectiveness. The
obligations of the Lenders (including the Swingline Lender) to make Loans and
the obligation of the Issuing Bank to issue any Letter of Credit hereunder
shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with Section 10.2).  (a)           The Administrative Agent shall have
received all fees and other amounts due and payable on or prior to the Closing
Date, including reimbursement or payment of all out-of-pocket expenses
(including reasonable fees, charges and disbursements of counsel to the
Administrative Agent) required to be reimbursed or paid by the Borrower
hereunder, under any other Loan Document and under any agreement with the
Administrative Agent or SunTrust Robinson Humphrey, Inc., as Arranger.  (b)           The Administrative Agent (or its
counsel) shall have received the following:  (i)            a counterpart of this Agreement signed by or on behalf of
each party hereto or written evidence satisfactory to the Administrative Agent
(which may include telecopy transmission of a signed signature page of this
Agreement) that such party has signed a counterpart of this Agreement;  (ii)           duly executed Notes payable to each Lender requesting a
note;  (iii)          the Subsidiary Guaranty Agreement duly executed by each
Subsidiary Loan Party;  (iv)          the Security Agreement duly executed by the Borrower and
each Subsidiary Loan Party;  48


(v)           a certificate of the Secretary or Assistant Secretary of
each Loan Party in form and substance acceptable to the Administrative Agent,
attaching and certifying copies of its bylaws and of the resolutions of its
boards of directors, or partnership agreement or limited liability company
agreement, or comparable organizational documents and authorizations,
authorizing the execution, delivery and performance of the Loan Documents to
which it is a party and certifying the name, title and true signature of each
officer of such Loan Party executing the Loan Documents to which it is a party;  (vi)          certified copies of the articles or certificate of
incorporation, certificate of organization or limited partnership, or other
registered organizational documents of each Loan Party, together with
certificates of good standing or existence, as may be available from the
Secretary of State of the jurisdiction of organization of such Loan Party and
such other jurisdictions where such Loan Party qualified to do business as a
foreign corporation as may be required by the Administrative Agent;  (vii)Reserved;  (viii)        favorable written opinions of Venable
LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties,
addressed to the Administrative Agent and each of the Lenders, and covering
such matters relating to the Loan Parties, the Loan Documents and the
transactions contemplated therein as the Administrative Agent or the Required
Lenders shall reasonably request;  (ix)           a certificate, in form and substance acceptable to the
Administrative Agent, dated the Closing Date and signed by a Responsible
Officer, certifying that (x) no Default or Event of Default exists, (y) all
representations and warranties of each Loan Party set forth in the Loan
Documents are true and correct and (z) since the date of the financial
statements of the Borrower described in Section 4.4, there shall have
been no change which has had or could reasonably be expected to have a Material
Adverse Effect;  (x)            a duly executed Notice of Borrowing;  (xi)           a duly executed funds disbursement agreement,
together with a report setting forth the sources and uses of the proceeds of
the Loans to be disbursed on the Closing Date;  (xii)          certified copies of all consents, approvals,
authorizations, registrations and filings and orders required or advisable to
be made or obtained under any Requirement of Law, or by any Contractual
Obligation of each Loan Party, in connection with the execution, delivery,
performance, validity and enforceability of the Loan Documents or any of the
transactions contemplated thereby, and such consents, approvals,
authorizations, registrations, filings and orders shall be in full force and
effect and all applicable waiting periods shall have expired, and no
investigation or inquiry by any governmental authority regarding the Credit
Facility or any transaction being financed with the proceeds thereof shall be
ongoing;  (xiii)         Reserved;  49


(xiv)        a Perfection Certificate (as defined in
the Security Agreement) with respect to the Loan Parties dated the Closing Date
and duly executed by a Responsible Officer of the Borrower, and the results of
a search of the Uniform Commercial Code filings (or equivalent filings) made
with respect to the Loan Parties in the states (or other jurisdictions) of
formation of such Persons, and in the case of the Perfection Certificate, in
which the chief executive office of each such Person is located and in the
other jurisdictions in which such Persons maintain property, in each case as
indicated on such Perfection Certificate, together with copies of the financing
statements (or similar documents) disclosed by such search, and accompanied by
evidence satisfactory to the Administrative Agent that the Liens indicated in
any such financing statement (or similar document) would be permitted by Section
7.2 or have been or will be contemporaneously released or terminated;  (xv)         copies of (A) the internally preparedquarterly financial statements of Borrower and its
Subsidiaries on a consolidated basis for the Fiscal Quarter ending on June 30, 2007, and (B) the audited consolidated financial statements for Borrower
and its Subsidiaries for the Fiscal Years ending March 31, 2005, March 31, 2006 and March
31, 2007;  (xvi)        a duly completed and executed Compliance
Certificate of the including pro forma calculations of the financial covenants
set forth in Article 6 hereof as of June 30, 2007;  (xvii)       certified copies of all agreements,
indentures or notes governing the terms of any Material Indebtedness and all
other material agreements, documents and instruments to which any Loan Party or
any of its assets are bound; and  (xviii)a copy of, or a certificate as to
coverage under, the insurance policies required by the applicable provisions of
the Security Documents, each of which shall be endorsed or otherwise amended to
include a customary lenders loss payable endorsement and to name the
Administrative Agent as additional insured, in form and substance satisfactory
to the Administrative Agent.  (c)           The
Administrative Agent shall have received (i)
the certificates representing the shares of Capital Stock pledged pursuant to
the Security Agreement, together with an undated stock power for each such
certificate executed in blank by a duly authorized officer of the pledgor
thereof and (ii) each promissory note
pledged to the Administrative Agent pursuant to Security Agreement endorsed
(without recourse) in blank (or accompanied by an executed transfer form in
blank satisfactory to the Administrative Agent) by the pledgor thereof.  (d)           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 7.2), shall be in proper form for filing,
registration or recordation.  50


Section
3.2.Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing and of the Issuing Bank to
issue, amend, renew or extend any Letter of Credit is subject to the
satisfaction of the following conditions:  (a)           at the time of and immediately after
giving effect to such Borrowing or the issuance, amendment, renewal or
extension of such Letter of Credit, as applicable, no Default or Event of
Default shall exist;  (b)           at the time of and immediately after
giving effect to such Borrowing or the issuance, amendment, renewal or
extension of such Letter of Credit, as applicable, all representations and
warranties of each Loan Party set forth in the Loan Documents shall be true and
correct on and as of the date of such Borrowing or the date of issuance,
amendment, extension or renewal of such Letter of Credit, except to the extent
such representations or warranties expressly relate to an earlier date, in each
case before and after giving effect thereto; and  (c)           the Borrower shall have delivered the
required Notice of Borrowing.  Each Borrowing
and each issuance, amendment, extension or renewal of any Letter of Credit
shall be deemed to constitute a representation and warranty by the Borrower on
the date thereof as to the matters specified in paragraphs (a), (b) and (c) of
this Section 3.2.  Section
3.3.Delivery of Documents. All of the Loan Documents,
certificates, legal opinions and other documents and papers referred to in this
Article 3, unless otherwise specified, shall be delivered to the
Administrative Agent for the account of each of the Lenders and, except for the
Notes, in sufficient counterparts or copies for each of the Lenders and shall
be in form and substance satisfactory in all respects to the Administrative
Agent.  ARTICLE 4REPRESENTATIONS AND WARRANTIES  The Borrower
represents and warrants to the Administrative Agent and each Lender as follows:  Section
4.1.Existence; Power. The Borrower and each of its
Subsidiaries (i) is duly organized, validly existing and in good standing as a
corporation, partnership or limited liability company under the laws of the
jurisdiction of its organization, (ii) has all requisite power and authority to
carry on its business as now conducted, and (iii) is duly qualified to do
business, and is in good standing, in each jurisdiction where such
qualification is required, except where a failure to be so qualified could not
reasonably be expected to result in a Material Adverse Effect.  Section
4.2.Organizational Power; Authorization. The
execution, delivery and performance by each Loan Party of the Loan Documents to
which it is a party are within such Loan Partys organizational powers and have
been duly authorized by all necessary organizational, and if required,
shareholder, partner or member, action. This Agreement has been duly executed
and delivered by the Borrower, andconstitutes,
and each other Loan Document to which any Loan Party is a party, when executed
and delivered by such Loan Party, will   51


constitute,
valid and binding obligations of the Borrower or such Loan Party (as the case
may be), enforceable against it in accordance with their respective terms,
except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting the enforcement of creditors rights
generally and by general principles of equity.  Section
4.3.Governmental Approvals; No Conflicts. The
execution, delivery and performance by the Borrower of this Agreement, and by
each Loan Party of the other Loan Documents to which it is a party (a) do not
require any material consent or approval of, registration or filing with, or
any action by, any Governmental Authority, except those as have been obtained
or made and are in full force and effect, (b) will not violate in any material
respect any Requirements of Law applicable to the Borrower or any of its
Subsidiaries or any judgment, order or ruling of any Governmental Authority,
(c) will not violate or result in a default in any material respect under any
indenture, material agreement or other material instrument binding on the
Borrower or any of its Subsidiaries or any of its assets or give rise to a
right thereunder to require any payment to be made by the Borrower or any of
its Subsidiaries and (d) will not result in the creation or imposition of any
Lien on any asset of the Borrower or any of its Subsidiaries, except Liens
created under the Loan Documents.  Section 4.4.Financial Statements. The Borrower has furnished to each Lender (i) the audited
consolidated balance sheet of the Borrower and its Subsidiaries as of March 31,
2007, and the related consolidated statements of income, shareholders equity
and cash flows for the Fiscal Year then ended prepared by Deloitte & Touche
LLP and (ii) the unaudited consolidated balance sheet of the Borrower and
its Subsidiaries as of June 30, 2007, and the related unaudited consolidated
statements of income for the Fiscal Quarter and year-to-date period then
ending, certified by a Responsible Officer. Such financial statements fairly
present in all material respects the consolidated financial condition of the
Borrower and its Subsidiaries as of such dates and the consolidated results of
operations for such periods in conformity with GAAP consistently applied,
subject to year end audit adjustments and the absence of footnotes in the case
of the statements referred to in clause (ii). Since March 31, 2007, there have
been no changes with respect to the Borrower and its Subsidiaries which have
had or couldreasonably be
expected to have, singly or in the aggregate, a Material Adverse Effect.  Section
4.5.Litigation and Environmental Matters.  (a)           No litigation, investigation or
proceeding of or before any arbitrators or Governmental Authorities is pending
against or, to the knowledge of the Borrower, threatened against or affecting
the Borrower or any of its Subsidiaries (i) as to which there is a reasonable
possibility of an adverse determination that could reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect or
(ii) which in any manner draws into question the validity or enforceability of
this Agreement or any other Loan Document.  (b)           Except for the matters set forth on Schedule
4.5, neither the Borrower nor any of its Subsidiaries (i) has failed to
comply with any Environmental Law or to obtain, maintain or comply with any
permit, license or other approval required under any Environmental Law, (ii)
has become subject to any Environmental Liability, (iii) has received notice of
any claim with respect to any Environmental Liability or (iv) knows of any
basis for any  52


Environmental Liability which
either singly or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect.  Section
4.6.Compliance with Laws and Agreements. The
Borrower and each Subsidiary is in compliance with (a) all Requirements of Law
and all judgments, decrees and orders of any Governmental Authority and (b) all
indentures, agreements or other instruments binding upon it or its properties,
except where non-compliance, either singly or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.  Section 4.7.Investment
Company Act, Etc.Neither
the Borrower nor any of its Subsidiaries is (a) an investment company or is controlled
by an investment company, as such terms are defined in, or is required to
register under, the Investment Company Act of 1940, as amended, (b) a holding
company as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935, as amended or (c) otherwise subject to any other
regulatory scheme limiting its ability to incur debt or requiring any approval
or consent from or registration or filing with, any Governmental Authority in
connection therewith.  Section
4.8.Taxes. The
Borrower and its Subsidiaries have timely filed or caused to be filed all
Federal income tax returns and all other material tax returns that are required
to be filed by them, and have paid all taxes shown to be due and payable on
such returns or on any assessments made against it or its property and all
other material taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority, except where the same are currently
being contested in good faith by appropriate proceedings and for which the
Borrower or such Subsidiary, as the case may be, has set aside on its books
adequate reserves in accordance with GAAP. The charges, accruals and reserves
on the books of the Borrower and its Subsidiaries in respect of such taxes are
adequate.  Section
4.9.Margin Regulations. None of the proceeds of any of
the Loans or Letters of Credit will be used, directly or indirectly, for purchasing
or carrying any margin stock with the respective meanings of each of such
terms under Regulation U of the Board of Governors of the Federal Reserve
System as now and from time to time hereafter in effect or for any purpose that
violates the provisions of the Regulation U. Neither the Borrower nor its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying margin
stock.  Section 4.10.ERISA. No ERISA Event has occurred or
is reasonably expected to occur that, when taken together with all other such
ERISA Events for which liability is reasonably expected to occur, could
reasonably be expected to result in a Material Adverse Effect. The present
value of all accumulated benefit obligations under each Plan (based on the
assumptions used for purposes of Statement of Financial Standards No. 87) did
not, as of the date of the most recent financial statements reflecting such
amounts, exceed the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed the fair market value of the assets of all such
underfunded Plans.  53


Section
4.11.Ownership of Property.  (a)           Each of the Borrower and its
Subsidiaries has good title to, or valid leasehold interests in, all of its
real and personal property material to the operation of its business, including
all such properties reflected in the most recent audited consolidated balance
sheet of the Borrower referred to in Section 4.4 or purported to have
been acquired by the Borrower or any Subsidiary after said date (except as sold
or otherwise disposed of in the ordinary course of business), in each case free
and clear of Liens other than Liens permitted by this Agreement. All leases
that individually or in the aggregate are material to the business or operations
of the Borrower and its Subsidiaries are valid and subsisting and are in full
force, except for such invalidities which individually or in the aggregate are
not reasonably likely to have a Material Adverse Effect.  (b)           Each of the Borrower and its
Subsidiaries owns, or is licensed, or otherwise has the right, to use, all
patents, trademarks, service marks, trade names, copyrights and other
intellectual property material to its business, and to the best knowledge and
belief of the Borrower, the use thereof by the Borrower and its Subsidiaries
does not infringe in any material respect on the rights of any other Person.  (c)           The properties of the Borrower and
its Subsidiaries are insured with financially sound and reputable insurance
companies which are not Affiliates of the Borrower, in such amounts with such
deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where
the Borrower or any applicable Subsidiary operates.  Section
4.12.Disclosure. Neither the Information
Memorandum nor any of the reports (including without limitation all reports
that the Borrower is required to file with the Securities and Exchange
Commission), financial statements, certificates or other information prepared
by the Borrower and furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the negotiation or
syndication of this Agreement or any other Loan Document or delivered hereunder
or thereunder (as modified or supplemented by any other information so
furnished) contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, taken as a whole, in
light of the circumstances under which they were made, not misleading;
provided, that with respect to projected financial information, the Borrower
represents only that such information was prepared in good faith based upon
assumptions that management of the Borrower believed to be reasonable at the
time such projected financial information was prepared.  Section
4.13.Labor Relations. There are no strikes, lockouts
or other material labor disputes or grievances against the Borrower or any of
its Subsidiaries, or, to the Borrowers knowledge, threatened against or
affecting the Borrower or any of its Subsidiaries, and no significant unfair
labor practice, charges or grievances are pending against the Borrower or any
of its Subsidiaries, or to the Borrowers knowledge, threatened against any of
them before any Governmental Authority which individually or in the aggregate
are reasonably likely to have a Material Adverse Effect. All payments due from
the Borrower or any of its Subsidiaries pursuant to the provisions of any
collective bargaining agreement have been paid or accrued as a   54


liability
on the books of the Borrower or any such Subsidiary, except where the failure
to do so could not reasonably be expected to have a Material Adverse Effect.  Section
4.14.Subsidiaries. Schedule 4.14 sets
forth the name of, the ownership interest of the Borrower in, the jurisdiction
of incorporation or organization of, and the type of, each Subsidiary and
identifies each Subsidiary that is a Subsidiary Loan Party, in each case as of
the Closing Date.  Section
4.15.Insolvency. After giving effect to the
execution and delivery of the Loan Documents, the making of the Loans under
this Agreement, neither the Borrower nor its Subsidiaries will be insolvent, within
the meaning of such term as defined in § 101 of Title 11 of the United States
Code, as amended from time to time, or be unable to pay its debts generally as
such debts become due, or have an unreasonably small capital to engage in any
business or transaction, whether current or contemplated.  Section
4.16.Reserved.  Section 4.17.OFAC. No Loan Party (i) is a person
whose property or interest in property is blocked or subject to blocking
pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any
dealings or transactions prohibited by Section 2 of such executive order, or is
otherwise associated with any such person in any manner violative of Section 2,
or (iii) is a person on the list of Specially Designated Nationals and Blocked
Persons or subject to the limitations or prohibitions under any other U.S.
Department of Treasurys Office of Foreign Assets Control regulation or
executive order.  Section 4.18.Patriot Act. Each Loan Party is in
compliance, in all material respects, with (i) the Trading with the Enemy
Act, as amended, and each of the foreign assets control regulations of the
United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended)
and any other enabling legislation or executive order relating thereto, and
(ii) the Uniting And Strengthening America By Providing Appropriate Tools
Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001). No part
of the proceeds of the Loans will be used, directly or indirectly, for any
payments to any governmental official or employee, political party, official of
a political party, candidate for political office, or anyone else acting in an
official capacity, in order to obtain, retain or direct business or obtain any
improper advantage, in violation of the United States Foreign Corrupt Practices
Act of 1977, as amended.  Section 4.19.Debarment and
Suspension.No
event has occurred and, to the knowledge of the Borrower, no condition exists
that is reasonably likely to result in the debarment or suspension of a Loan
Party from any contracting with the Government, and no Loan Party nor any
Affiliate of a Loan Party has been subject to any such debarment or suspension
prior to the date of this Agreement. There is no Government investigation or
inquiry pending, or to the knowledge of the Borrower, threatened, against any
Loan Party involving fraud, deception or willful misconduct in connection with
any Government Contract of a Loan Party or a Subsidiary or any activities of
any Loan Party or any Subsidiary.  55


Section 4.20.Security Documents.  (a)           The
Security Agreement, upon execution and delivery thereof by the parties thereto,
will create in favor of the Administrative Agent, for the ratable benefit of
the Lenders, a legal, valid and enforceable security interest in the Collateral
(as defined in the Security Agreement) and the proceeds thereof, in which a
security interest may be perfected under the New York Uniform Commercial Code
as in effect at the relevant time by filing of financing statements or
obtaining control or possession, and the Lien created under the Security
Agreement is (or will be, upon the filing of appropriate financing statements
and grants of security in Intellectual Property, the execution of appropriate
control agreements and delivery of certificated securities and instruments to
the Administrative Agent) a fully perfected Lien on, and security interest in,
all right, title and interest of the Loan Parties in such Collateral), in each
case prior and superior in right to any other person, other than with respect
to Liens permitted by Section 7.2.  (b)           As
of the Closing Date, neither the Borrower nor any Subsidiary owns in fee any
real property.  (c)           Schedule
4.20 lists completely and correctly as of the Closing Date all real
property leased by the Borrower and the Subsidiaries and the addresses thereof.
As of the Closing Date, the Borrower and the Subsidiaries have valid leases in
all the real property set forth on Schedule 4.20.  ARTICLE 5AFFIRMATIVE COVENANTS  The Borrower
covenants and agrees that so long as any Lender has a Commitment hereunder or
any Obligation remains unpaid or outstanding:  Section
5.1.Financial Statements and Other Information. The
Borrower will deliver to the Administrative Agent and each Lender:  (a)           as soon as available and in any event
within 120 days after the end of each Fiscal Year of Borrower, a copy of the
annual audited report for such Fiscal Year for the Borrower and its
Subsidiaries, containing a consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of such Fiscal Year and the related consolidated
statements of income, stockholders equity and cash flows (together with all
footnotes thereto) of the Borrower and its Subsidiaries for such Fiscal Year,
setting forth in each case in comparative form the figures for the previous
Fiscal Year, all in reasonable detail and reported on byDeloitte & Touche LLP or
other independent public accountants of nationally recognized standing (without
a going concern or like qualification, exception or explanation and without
any qualification or exception as to scope of such audit, except for any
qualification to the effect that such accountants did not audit the financial
statements of any Target of a Permitted Acquisition for any Fiscal Year prior
to acquisition of the Target of a Permitted Acquisition by the Borrower or any
Subsidiary) to the effect that such financial statements present fairly in all
material respects the financial condition and the results of operations of the
Borrower and its Subsidiaries for such  56


Fiscal Year on a consolidated
and consolidating basis in accordance with GAAP and that the examination by
such accountants in connection with such consolidated financial statements has
been made in accordance with generally accepted auditing standards;  (b)as soon as available and in any event within 45 days after
the end of each Fiscal Quarter of the Borrower, an unaudited consolidated and
consolidating balance sheet of the Borrower and its Subsidiaries as of the end
of such Fiscal Quarter and the related unaudited consolidated and consolidating
statements of income and cash flows of the Borrower and its Subsidiaries for
such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting
forth in each case in comparative form the figures for the corresponding
quarter and the corresponding portion of Borrowers previous Fiscal Year;  (c)           concurrently with the delivery of the
financial statements referred to in clauses (a) and (b) above, a Compliance
Certificate signed by the principal executive officer and the principal
financial officer of the Borrower;  (d)           promptly after the same become
publicly available, copies of all periodic and other reports, proxy statements
and other materials filed with the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all functions of said Commission,
or with any national securities exchange, or distributed by the Borrower to its
shareholders generally, as the case may be;  (e)           not
less than ten days prior to such change, written notice of any change (i) in
any Loan Partys corporate name, (ii) in the jurisdiction of organization or
formation of any Loan Party, (iii) in any Loan Partys identity or form of
organization or (iv) in any Loan Partys Federal Taxpayer Identification Number.
The Borrower also agrees promptly to notify the Administrative Agent if any
material portion of the Collateral is damaged or destroyed; and  (f)            promptly following any request
therefor by the Administrative Agent or any Lender and subject to applicable
law and regulations, such other information regarding the results of
operations, business affairs and financial condition of the Borrower or any
Subsidiary as the Administrative Agent or any Lender may reasonably request.  So long as the
Borrower is required to file periodic reports under Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended, Borrower may satisfy
its obligation to deliver the financial statements referred to in clauses (a)
and (b) above (i) by delivering such financial statements by electronic mail to
such e-mail addresses as the Administrative Agent and Lenders shall have
provided to Borrower from time to time, or (ii) to the extent such financial
statements are publicly available by virtue of their filing with the Securities
and Exchange Commission, or any Governmental Authority succeeding to any or all
functions of said Commission, or with any national securities exchange.  Section
5.2.Notices of Material Events.  (a)           The
Borrower will furnish to the Administrative Agent and each Lender prompt
written notice of the following after a Responsible Officer of the Borrower has
knowledge:  57


(i)            the occurrence of any Default or
Event of Default;  (ii)           the filing or commencement of any
action, suit or proceeding by or before any arbitrator or Governmental
Authority against or, to the knowledge of the Borrower, affecting the Borrower
or any Subsidiary which, if adversely determined, could reasonably be expected
to result in a Material Adverse Effect;  (iii)          the occurrence of any event or any
other development by which the Borrower or any of its Subsidiaries (i) fails to
comply with any Environmental Law or to obtain, maintain or comply with any
permit, license or other approval required under any Environmental Law, (ii)
becomes subject to any Environmental Liability, (iii) receives notice of any
claim with respect to any Environmental Liability, or (iv) becomes aware of any
basis for any Environmental Liability and in each of the preceding clauses,
which individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect;  (iv)          the occurrence of any ERISA Event that
alone, or together with any other ERISA Events that have occurred, could
reasonably be expected to result in liability of the Borrower and its
Subsidiaries in an aggregate amount exceeding $2,500,000;  (v)           the occurrence of any material
default or event of default, or the receipt by Borrower or any of its Subsidiaries
of any written notice of an alleged default or event of default, respect of any
Material Indebtedness of the Borrower or any of its Subsidiaries;  (vi)          promptly after any Loan Partys
receipt thereof, notice of any final decision of a contracting officer
disallowing costs aggregating more than $1,000,000, which disallowed costs
arise out of any audit of Government Contracts of any Loan Party; and  (vii)         any other development that results in,
or could reasonably be expected to result in, a Material Adverse Effect.  (b)           Each notice delivered under this Section
5.2 shall be accompanied by a written statement of a Responsible Officer
setting forth the details of the event or development requiring such notice and
any action taken or proposed to be taken with respect thereto.  Section
5.3.Existence; Conduct of Business. The
Borrower will, and will cause each of its Subsidiaries to, do or cause to be
done all things necessary to preserve, renew and maintain in full force and
effect its legal existence and its respective rights, licenses, permits,
privileges, franchises, patents, copyrights, trademarks and trade names
material to the conduct of its business, except for failures which will not,
individually or in the aggregate, be reasonably likely to have a Material
Adverse Effect, and will continue to engage in the same business as presently
conducted or such other businesses that are reasonably related thereto; provided,
that nothing in this Section 5.3 shall prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 7.3.  Section
5.4.Compliance with Laws, Etc.The
Borrower will, and will cause each of its Subsidiaries to, comply with all
laws, rules, regulations and requirements of any Governmental Authority
applicable to its business and properties, including without limitation, all
Environmental Laws, ERISA and OSHA, except where the failure to do so, either   58


individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.  Section
5.5.Payment of Obligations.The Borrower will, and will cause each
of its Subsidiaries to, pay and discharge at or before maturity, all of its
obligations and liabilities (including without limitation all tax liabilities
and claims that could result in a statutory Lien) before the same shall become
delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) the Borrower or
such Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP and (c) the failure to make payment pending
such contest could not reasonably be expected to result in a Material Adverse
Effect or would result in a Permitted Encumbrance.  Section
5.6.Books and Records. The Borrower will, and will
cause each of its Subsidiaries to, keep properbooks of record and account in which full, true and correct entries
in all material respects shall be made of all dealings and transactions in
relation to its business and activities to the extent necessary to prepare the
consolidated financial statements of Borrower in conformity with GAAP.  Section
5.7.Visitation, Inspection, Etc.Subject
to applicable law and the provisions of Section 10.11, the Borrower
will, and will cause each of its Subsidiaries to, permit any representative of
the Administrative Agent or any Lender, to visit and inspect its properties, to
examine its books and records and to make copies and take extracts therefrom,
to discuss its affairs, finances and accounts with any of its officers and with
its independent certified public accountants,all at such reasonable times during normal business hours
and as often as the Administrative Agent or any Lender may reasonably request
after reasonable prior notice to the Borrower; provided,
however, if an Event of Default has occurred and is continuing, no
prior notice shall be required. The
Administrative Agent may discuss the status of Government Contracts of each
Loan Party with the applicable contracting officers. The Administrative Agent
agrees to (a) give the Borrower not fewer than two days prior written
notice of taking any action described in the preceding sentence,
(b) obtain the Borrowers permission (which is not to be unreasonably
withheld, conditioned or delayed) prior to contacting the contracting officer
under any Government Contract, and (c) provide the Borrower an opportunity
to participate in any such discussion, provided that if a Default or Event of Default
has occurred and is continuing, the Administrative shall not be required to
give such prior notice, obtain such permission or permit such participation.  Section
5.8.Maintenance of Properties;Insurance. The Borrower will, and will
cause each of its Subsidiaries to, (a) keep and maintain all property material
to the conduct of its business in good working order and condition, ordinary
wear and tear excepted, and (b) maintain with financially sound and reputable
insurance companies, insurance with respect to its properties and business, and
the properties and business of its Subsidiaries, against loss or damage of the
kinds customarily insured against by companies in the same or similar
businesses operating in the same or similar locations.  Section
5.9.Use of Proceeds and Letters of Credit. The
Borrower will use the proceeds of all Loans to refinance the Indebtedness of
the Borrower outstanding under the Existing Credit Agreement, payment of
transactional expenses related thereto, finance working   59


capital
needs,Permitted Acquisitions, payment
of transactional expenses related thereto, repurchases of shares of Capital
Stock permitted by this Agreement, Capital Expenditures and
for other general corporate purposes of the Borrower and its Subsidiaries. No
part of the proceeds of any Loan will be used, whether directly or indirectly,
for any purpose that would violate any rule or regulation of the Board of
Governors of the Federal Reserve System, including Regulations T, U or X. All
Letters of Credit will be used for general corporate purposes.  Section
5.10.Reserved.  Section
5.11.Additional Subsidiaries. If any Subsidiary is acquired or formed after the Closing Date, the
Borrower will promptly notify the Administrative Agent and the Lenders thereof
and, within ten (10) Business Days after any such Subsidiary is acquired or
formed, will cause such Subsidiary to become a Subsidiary Loan Party. A Subsidiary shall become an additional Subsidiary
Loan Party by executing and delivering to the Administrative Agent a Subsidiary
Guaranty Supplement, a Security Agreement and such other Security Documents as
are required by Section 5.12, accompanied by (i) all other Loan Documents
related thereto, (ii) certified copies of certificates or articles of
incorporation or organization, by-laws, membership operating agreements, and
other organizational documents, appropriate authorizing resolutions of the
board of directors of such Subsidiaries, and opinions of counsel comparable to
those delivered pursuant to Section 3.1, and (iii) such other documents as the
Administrative Agent may reasonably request. No Subsidiary that becomes a
Subsidiary Loan Party shall thereafter cease to be a Subsidiary Loan Party or
be entitled to be released or discharged from its obligations under the
Subsidiary Guaranty Agreement or its respective Security Agreement.  Section
5.12.Further Assurances. The
Borrower will, and will cause each of its Subsidiaries to, execute any and all
further documents, financing statements, agreements and instruments, and take
all further action (including filing Uniform Commercial Code and other
financing statements, mortgages and deeds of trust and preparing all
documentation relating to filings under the Assignment of Claims Act) that may
be required under applicable law, or that the Required Lenders or the
Administrative Agent may reasonably request, in order to effectuate the
transactions contemplated by the Loan Documents and in order to grant,
preserve, protect and perfect the validity and first priority of the security
interests created or intended to be created by the Security Documents;
provided, however, that notwithstanding anything else to the contrary in the
Loan Documents, none of the Loan Parties shall be required to make filings
under the Assignment of Claims Act for the assignment of Government Contracts
to the Administrative Agent unless (a) such Government Contract constitutes a
Material Contract and (b) the Administrative Agent shall have requested, in its
reasonable discretion, that a filing under the Assignment of Claims Act be made
with respect to such Government Contract. The Borrower will cause any
subsequently acquired or organized Subsidiary to become a Loan Party by
executing the Security Agreement and each applicable Security Document in favor
of the Administrative Agent. In addition, from time to time, the Borrower will,
at its cost and expense, promptly secure the Obligations bypledging or
creating, or causing to be pledged or created, perfected security interests
with respect to such of its assets and properties as the Administrative Agent
or the Required Lenders shall designate (it being understood that it is the
intent of the parties that the Obligations shall be secured by substantially all
the assets of the Borrower and its Subsidiaries (including real and other
properties acquired subsequent to the Closing Date)).  60


Such security interests and Liens will be created
under the Security Documents and other security agreements, mortgages, deeds of
trust and other instruments and documents in form and substance reasonably
satisfactory to the Administrative Agent, and the Borrower shall deliver or
cause to be delivered to the Lenders all such instruments and documents
(including legal opinions, title insurance policies and lien searches) as the
Administrative Agent shall reasonably request to evidence compliance with this
Section 5.12. The Borrower agrees to provide such evidence as the Administrative
Agent shall reasonably request as to the perfection and priority status of each
such security interest and Lien. In furtherance of the foregoing, the Borrower
will give prompt notice to the Administrative Agent of the acquisition by the
Borrower or any of the Subsidiaries of any real property (or any fee interest
in real property) having a value in excess of $500,000.  Section 5.13.Primary
Operating Account.
The Borrower will, and will cause each Loan Party to, maintain its primary
operating deposit accounts with the Administrative Agent.  ARTICLE 6FINANCIAL COVENANTS  The Borrower
covenants and agrees that so long as any Lender has a Commitment hereunder or
any Obligation remains unpaid or outstanding:  Section
6.1.            Leverage Ratio. The Borrower will
maintain, as of the end of each Fiscal Quarter, commencing with the Fiscal
Quarter ending September 30, 2007, a Leverage Ratio of not greater than 3.75 to
1.  Section
6.2.            Fixed Charge Coverage Ratio. The
Borrower will maintain, as of the end of each Fiscal Quarter, commencing with
the Fiscal Quarter ending September 30, 2007, a Fixed Charge CoverageRatio of not less than 1.35 to 1.  ARTICLE 7NEGATIVE COVENANTS  The Borrower
covenants and agrees that so long as any Lender has a Commitment hereunder or
any Obligation remains outstanding:  Section
7.1.Indebtedness and Disqualified Stock. The
Borrower will not, and will not permit any of its Subsidiaries to issue any
Disqualified Stock or to, create, incur, assume or suffer to exist any
Indebtedness, except:  (a)           Indebtedness created pursuant to the
Loan Documents;  (b)           Indebtedness of the Borrower and its
Subsidiaries existing on the date hereof and set forth on Schedule 7.1
and extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof (immediately prior to giving
effect to such extension, renewal or replacement) plus any applicable premium
or penalty,  61


accrued interest and related fees
and expenses or shorten the maturity or the weighted average life thereof;  (c)           Indebtedness of the Borrower or any
Subsidiary incurred to finance the acquisition, construction or improvement of
any fixed or capital assets, including Capital Lease Obligations, and any
Indebtedness assumed in connection with the acquisition of any such assets or
secured by a Lien on any such assets prior to the acquisition thereof;
provided, that such Indebtedness is incurred prior to or within 180 days after
such acquisition or the completion of such construction or improvements or
extensions, renewals, and replacements of any such Indebtedness; provided
further, that the aggregate principal amount of such Indebtedness does not
exceed $5,000,000 at
any time outstanding;  (d)           Indebtedness of the Borrower owing to
any Subsidiary and of any Subsidiary owing to the Borrower or any other
Subsidiary; provided, that any such Indebtedness that is owed to a
Subsidiary that is not a Subsidiary Loan Party shall be subject to Section 7.4;  (e)           Guarantees by the Borrower of
Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the
Borrower or any other Subsidiary; provided, that Guarantees by any Loan
Party of Indebtedness of any Subsidiary that is not a Subsidiary Loan Party
shall be subject to Section 7.4;  (f)            Permitted Subordinated Debt;  (g)           Indebtedness in respect of Hedging
Obligations permitted by Section 7.10;  (h)           Indebtedness in respect of a bid,
performance, surety appeal or similar bonds issued for the account of the
Borrower or any Subsidiary in the ordinary course of business; and  (i)            other unsecured Indebtedness of the
Borrower or its Subsidiaries in an aggregate principal amount not to exceed
$5,000,000 at any time outstanding.  Section
7.2.Negative Pledge.The
Borrower will not, and will not permit any of its Subsidiaries to, create,
incur, assume or suffer to exist any Lien on any of its assets or property now
owned or hereafter acquired or, except:  (a)           Liens securing the Obligations, provided, however,
that no Liens may secure Hedging Obligations without securing all other
Obligations on a basis at least pari passu with such Hedging Obligations and
subject to the priority of payments set forth in Section 2.22 of this
Agreement;  (b)           Permitted Encumbrances;  (c)           any Liens on any property or asset of
the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule
7.2; provided, that such Lien shall not apply to any other property
or asset of the Borrower or any Subsidiary;  62


(d)purchase
money Liens upon or in any fixed or capital assets to secure the purchase price
or the cost of construction or improvement of such fixed or capital assets or
to secure Indebtedness incurred solely for the purpose of financing the
acquisition, construction or improvement of such fixed or capital assets
(including Liens securingany
Capital Lease Obligations); provided, that (i) such Lien secures
Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to
such asset concurrently or within 180 days after the acquisition, improvement
or completion of the construction thereof; (iii) such Lien does not extend to
any other asset of the Borrower or any Subsidiary; and (iv) the Indebtedness
secured thereby does not exceed the cost of acquiring, constructing or
improving such fixed or capital assets;  (e)extensions,
renewals, or replacements of any Lien referred to in paragraphs (a) through (d)
of this Section 7.2; provided, that the principal amount of the
Indebtedness secured thereby plus any applicable premium or penalty, accrued
interest and related fees and expenses is not increased and that any such
extension, renewal or replacement is limited to the assets originally
encumbered thereby;  (f)Liens
arising out of a conditional sale, title retention, consignment or similar
arrangement for the sale of goods or operating leases;  (g)Bankers
liens, rights of set-off and similar rights of any depository institution or
escrow agent in possession of funds of the Borrower or the Subsidiaries; and  (h)Operating
leases and licenses, including those related to intellectual property.  Section
7.3.Fundamental Changes.  (a)The
Borrower will not, and will not permit any Subsidiary to, merge into or
consolidate into any other Person, or permit any other Person to merge into or
consolidate with it, or sell, lease, transfer or otherwise dispose of (in a
single transaction or a series of transactions) all or substantially all of its
assets (in each case, whether now owned or hereafter acquired) or all or substantially
all of the stock of any of its Subsidiaries(in
each case, whether now owned or hereafter acquired)or liquidate or dissolve; provided,that
if at the time thereof and immediately after giving effect thereto, no Default
or Event of Default shall have occurred and be continuing (i) the Borrower or
any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if
the Borrower is not a party to such merger) is the surviving Person, (ii) any
Subsidiary may merge into another Subsidiary; provided, that if any
party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party
shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease
or otherwise dispose of all or substantially all of its assets to the Borrower
or to a Subsidiary Loan Party and (iv) any Subsidiary (other than a Subsidiary
Loan Party) may liquidate or dissolve if the Borrower determines in good faith
that such liquidation or dissolution is in the best interests of the Borrower
and is not reasonably likely individually or in the aggregate to have a
Material Adverse Effect; provided, that any such merger involving a
Person that is not a wholly-owned Subsidiary immediately prior to such merger
shall not be permitted unless also permitted by Section 7.4.  63


(b)The
Borrower will not, and will not permit any of its Subsidiaries to, engage to
any material extent in any business other than businesses of the type conducted
by the Borrower and its Subsidiaries on the date hereof and businesses
reasonably related thereto.  Section
7.4.Investments, Loans, Etc.The
Borrower will not, and will not permit any of its Subsidiaries to, purchase,
hold or acquire (including pursuant to any merger with any Person that was not
a wholly-owned Subsidiary prior to such merger), any common stock, evidence of
indebtedness or other securities (including any option, warrant, or other right
to acquire any of the foregoing) of, make or permit to exist any loans or
advances to, Guarantee any obligations of, or make or permit to exist any
investment or any other interest in, any other Person (all of the foregoing
being collectively called Investments), or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any
other Person that constitute a business unit, or create or form any Subsidiary,
except:  (a)Investments
(other than Permitted Investments) existing on the date hereof and set forth on
Schedule 7.4 (including Investments in Subsidiaries);  (b)Permitted
Investments;  (c)Guarantees
constituting Indebtedness permitted by Section 7.1;  (d)Investments
made by the Borrower in or to any Loan Party and by any Subsidiary to the
Borrower or in or to another Loan Party;  (e)Loans
or advances to employees, officers or directors of the Borrower or any
Subsidiary in the ordinary course of business for travel, relocation and
related expenses; provided, however, that the
aggregate amount of all such loans and advances does not exceed $2,500,000 at any time;  (f)Repurchases
of shares of Capital Stock and options to purchase shares of Capital Stock in
an aggregate amount not to exceed $3,000,000 from the Closing Date through the
Fiscal Year ending on March 31, 2007, or $3,000,000 per Fiscal Year for any
Fiscal Year thereafter without the prior consent of the Required Lenders;  (g)Lease,
utility and similar deposits in the ordinary course of business;  (h)Permitted
Acquisitions; provided, however, that the aggregate value of the sum
of current and deferred cash and securities to be paid and issued, plus
Indebtedness paid or assumed, in connection with Permitted Acquisitions
involving the acquisition of a minority share of the capital stock or other
equity interests of a Person or business shall not exceed $25,000,000 in any
fiscal year of the Borrower, unless otherwise approved by the Administrative
Agent and the Required Lenders;  (i)Deposits
permitted by Sections 7.1 or 7.2;  (j)Joint
ventures and teaming arrangements entered into by the Borrower or any
Subsidiary in the ordinary course of business, provided that neither the Borrower or any
Subsidiary assumes any obligations of any other Person in connection therewith;  64


(k)Hedging
Transactions permitted by Section 7.10; and  (l)Other
Investments which in the aggregate do not exceed $1,000,000 in any Fiscal Year.  Section 7.5.Restricted Payments. The Borrowerwill not,and will not permit its Subsidiaries to,declare or make, or agree to pay or make, directly or
indirectly, any dividend on any class of its stock, or make any payment on
account of, or set apart assets for a sinking or other analogous fund for, the
purchase, redemption, retirement, defeasance or other acquisition of, any
shares of common stock or Indebtedness subordinated to the Obligations of the
Borrower or any Guarantee thereof or any options, warrants, or other rights to
purchase such common stock or such Indebtedness, whether now or hereafter
outstanding (each, a Restricted Payment), except for (i) dividends
payable by the Borrower solely in shares of any class of its common stock,
(ii) Restricted Payments made by any Subsidiary to the Borrower or to
another Subsidiary, on at least a pro rata basis with any other shareholders if
such Subsidiary is not wholly owned by the Borrower and other wholly owned
Subsidiaries, (iii) cash dividends and distributions paid on the common stock
of the Borrower; provided, for the purpose of this clause (iii) that (x) no Default or Event of Default has
occurred and is continuing at the time such dividend or distribution is paid or
redemption is made, and (y) the aggregate amount of
all such Restricted Payments made by the Borrower in any Fiscal Year does not
exceed (1) 20% of Net Income (if greater than $0) earned during the immediately
preceding Fiscal Year, plus (2) Capital Stock repurchases permitted by this
Agreement, plus (3) Restricted Payments arising out of the purchase by the
Company of its Capital Stock from beneficiaries of the Companys employee stock
ownership plan, to the extent that such Restricted Payments are simultaneously
deducted as an operating expense of the Company under GAAP, and (4) Restricted
Payments required to be made to the Borrowers employee stock ownership plan
under ERISA. Notwithstanding anything to the contrary contained in this
section, distributions paid by Techrizon to its members prior to the Techrizon
Acquisition shall not be deemed to be Restricted Payments, the payment of which
is restricted hereby.  Section
7.6.Sale of Assets. The Borrower will not, and
will not permit any of its Subsidiaries to, convey, sell, lease, assign,
transfer or otherwise dispose of, any of its assets, business or property,
whether now owned or hereafter acquired, or, in the case of any Subsidiary,
issue or sell any shares of such Subsidiarys common stock to any Person other
than the Borrower or a Subsidiary Loan Party (or
to qualify directors if required by applicable law), except:  (a)the
sale or other disposition for fair market value of obsolete, nonfunctional,
worn out or surplus property or other property not necessary for operations
disposed of in the ordinary course of business other than leases and licenses
of real property in the ordinary course of business;  (b)the
sale of inventory and Permitted Investments in the ordinary course of business;  (c)the
sale or other disposition of such assets in an aggregate amount not to exceed $1,000,000 in any Fiscal Year;  65


(d)abandonment or other disposition of intellectual
property that in the reasonable judgment of the Borrower is no longer useful;
and  (e)transfers or other dispositions resulting from a
condemnation or taking or from damage or destruction of assets.  Section
7.7.Transactions with Affiliates. The
Borrower will not, and will not permit any of its Subsidiaries to, sell, lease
or otherwise transfer any property or assets to, or purchase, lease or
otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) in the ordinary course of
business at prices and on terms and conditions not less favorable to the
Borrower or such Subsidiary than could be obtained on an arms-length basis
from unrelated third parties, (b) transactions between or among the Borrower
and any Subsidiary Loan Party not involving any other Affiliates, (c) any
Restricted Payment permitted by Section 7.5, (d) investments
permitted by Section 7.4, (e) reasonable and customary director,
officer and employee compensation and indemnification arrangements, and
(f) sales of Capital Stock of the Borrower and grants of options to
purchase shares of Capital Stock pursuant to the ESOP or stock option plans of
the Borrower.  Section
7.8.Restrictive Agreements. The Borrower will not, and
will not permit any Subsidiary to, directly or indirectly, enter into, incur or
permit to exist any agreement (other than Subordinated Debt Documents
evidencing Permitted Subordinated Debt) and that prohibits, restricts or
imposes any condition upon (a) the ability of the Borrower or any Subsidiary to
create, incur or permit any Lien upon any of its assets or properties, whether
now owned or hereafter acquired, or (b) the ability of any Subsidiary
to pay dividends or other distributions with respect to its common stock,
to make or repay loans or advances to the Borrower or any other Subsidiary, to
Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer
any of its property or assets to the Borrower or any Subsidiary of the
Borrower; provided, that (i) the foregoing shall not apply to
restrictions or conditions imposed by law or by this Agreement or any
other Loan Document, (ii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Subsidiary that is sold and such sale is permitted hereunder, (iii)
clause (a) shall not apply to restrictions or conditions imposed by any
agreement relating to secured Indebtedness or Liens permitted by this Agreement
if such restrictions and conditions apply only to the property or assets
securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions
in leases or other agreements entered into in the ordinary course of business
restricting the assignment thereof.  Section
7.9.Sale and Leaseback Transactions. The
Borrower will not, and will not permit any of the Subsidiaries to, enter into
any arrangement, directly or indirectly, whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned
or hereinafter acquired, and thereafter rent or lease such property or other
property that it intends to use for substantially the same purpose or purposes
as the property sold or transferred.  Section
7.10.Hedging Transactions. The Borrower will not, and
will not permit any of the Subsidiaries to, enter into any Hedging Transaction,
other than Hedging Transactions entered into in the ordinary course of business
to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed
in the conduct of its business or the management of its liabilities.  66


Solely
for the avoidance of doubt, the Borrower acknowledges that a Hedging
Transaction entered into for speculative purposes or of a speculative nature
(which shall be deemed to include any Hedging Transaction under which the
Borrower or any of the Subsidiaries is or may become obliged to make any
payment (i) in connection with the purchase by any third party of any common
stock or any Indebtedness or (ii) as a result of changes in the market value of
any common stock or any Indebtedness) is not a Hedging Transaction entered into
in the ordinary course of business to hedge or mitigate risks.  Section 7.11.Amendment to Material Documents. The Borrower will not, and will
not permit any of its Subsidiaries to, amend, modify or waive any of its rights
under its certificate of incorporation, bylaws or other organizational
documents or the documents governing its
employee stock ownership plan if such amendment, modfication or waiver could
reasonably be expected to have a Material Adverse Effect.  Section
7.12.Permitted Subordinated Indebtedness.  (a)The Borrower will not, and will not permit
any of its Subsidiaries to (i) prepay, redeem, repurchase or otherwise acquire
for value any Permitted Subordinated Debt, or (ii) make any principal, interest
or other payments on any Permitted Subordinated Debt that is not expressly
permitted by the subordination provisions of the Subordinated Debt Documents.  (b)The
Borrower will not, and will not permit any of its Subsidiaries to, agree to or
permit any amendment, modification or waiver of any provision of any
Subordinated Debt Document if the effect of such amendment, modification or
waiver is to (i) increase the interest rate on such Permitted Subordinated Debt
above market rates or change (to earlier dates) the dates upon which principal
and interest are due thereon; (ii) alter the redemption, prepayment or
subordination provisions thereof in a manner taken as a whole which is adverse
to the Administrative Agent or the Lenders; (iii) alter the covenants and
events of default in a manner that would make such provisions more onerous or
restrictive to the Borrower or any such Subsidiary; or (iv) otherwise increase
the obligations of the Borrower or any Subsidiary in respect of such Permitted
Subordinated Debt or confer additional rights upon the holders thereof which
individually or in the aggregate would be adverse to the Borrower or any of its
Subsidiaries or to the Agent or the Lenders.  Section
7.13.Accounting Changes. The Borrower will not, and
will not permit any of its Subsidiaries to, make any significant change in
accounting treatment or reporting practices, except as required by GAAP or as
approved by the Administrative Agent, or change the Fiscal Year of the Borrower
or of any of its Subsidiaries, except to change the fiscal year of a Subsidiary
to conform its Fiscal Year to that of the Borrower.  ARTICLE 8  EVENTS OF DEFAULT  Section
8.1.Events of Default.If any
of the following events (each an Event of Default) shall occur:  67


(a)the
Borrower shall fail to pay any principal of any Loan or of any reimbursement
obligation in respect of any LC Disbursement when and as the same shall become
due and payable, whether at the due date thereof or at a date fixed for prepayment
or otherwise; or  (b)the
Borrower shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount payable under clause (a) of this Section 8.1)
payable under this Agreement or any other Loan Document, when and as the same
shall become due and payable, and such failure shall continue unremedied for a
period of three (3) Business Days; or  (c)any
representation or warranty made or deemed made by or on behalf of the Borrower
or any Subsidiary in or in connection with this Agreement or any other Loan
Document (including the Schedules attached thereto) and any amendments or
modifications hereof or waivers hereunder, or in any certificate, report,
financial statement or other document submitted to the Administrative Agent or
the Lenders by any Loan Party or any representative of any Loan Party pursuant
to or in connection with this Agreement or any other Loan Document shall prove
to be incorrectwhen made or
deemed made or submitted; or  (d)the
Borrower shall fail to observe or perform any covenant or agreement contained
in Sections 5.1, 5.2, or 5.3 (with respect to the
Borrowers existence) or Articles 6 or 7; or  (e)any
Loan Party shall fail to observe or perform any covenant or agreement contained
in this Agreement (other than those referred to in clauses (a), (b) and (d)
above) or any other Loan Document, and such failure shall remain unremedied for
30 days after the earlier of (i) any Responsible Officer of the
Borrower becomes aware of such failure, or (ii) notice thereof shall have been
given to the Borrower by the Administrative Agent or any Lender; or  (f)all or
any part of any Permitted Subordinated Debt is accelerated, is declared to be
due and payable is required to be prepaid or redeemed (other than prepayments
or redemptions of Permitted Subordinated Debt to the extend necessary to avoid
such debt from being characterized as an Alternative High Yield Debt Obligation
under Section 163(i) of the Code), in each case prior to the stated maturity
thereof; or  (g)the
Borrower or any Subsidiary (whether as primary obligor or as guarantor or other
surety) shall fail to pay any principal of, or premium or interest on, any
Material Indebtedness that is outstanding, when and as the same shall become
due and payable (whether at scheduled maturity, required prepayment,
acceleration, demand or otherwise), and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument
evidencing or governing such Indebtedness; or any other event shall occur or
condition shall exist under any agreement or instrument relating to such
Indebtedness and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or permit the acceleration of, the maturity of such
Indebtedness; or any such Indebtedness shall be declared to be due and payable,
or required to be prepaid or redeemed (other than by a regularly scheduled
required prepayment or redemption), purchased or defeased, or any offer to
prepay, redeem, purchase or defease such Indebtedness shall be required to be
made, in each case prior to the stated maturity thereof; or  68


(h)the
Borrower or any Subsidiary shall (i) commence a voluntary case or other
proceeding or file any petition seeking liquidation, reorganization or other
relief under any federal, state or foreign bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a
custodian, trustee, receiver, liquidator or other similar official of it or any
substantial part of its property, (ii) consent to the institution of, or fail
to contest in a timely and appropriate manner, any proceeding or petition
described in clause (i) of this Section 8.1, (iii) apply for or consent
to the appointment of a custodian, trustee, receiver, liquidator or other
similar official for the Borrower or any such Subsidiary or for a substantial
part of its assets, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general assignment
for the benefit of creditors, or (vi) take any action for the purpose of
effecting any of the foregoing; or  (i)an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of the
Borrower or any Subsidiary or its debts, or any substantial part of its assets,
under any federal, state or foreign bankruptcy, insolvency or other similar law
now or hereafter in effect or (ii) the appointment of a custodian, trustee,
receiver, liquidator or other similar official for the Borrower or any
Subsidiary or for a substantial part of its assets, and in any such case, such
proceeding or petition shall remain undismissed for a period of 60 days or an
order or decree approving or ordering any of the foregoing shall be entered; or  (j)the
Borrower or any Subsidiary shall become unable to pay, shall admit in writing
its inability to pay, or shall fail to pay, its debts as they become due; or  (k)an
ERISA Event shall have occurred that, in the opinion of the Required Lenders,
when taken together with other ERISA Events that have occurred, could
reasonably be expected to result in liability to the Borrower and the
Subsidiaries in an aggregate amount exceeding $1,000,000; or  (l)anyjudgment or order for the payment of money
in excess of $1,000,000 in the
aggregate shall be rendered against the Borrower or any Subsidiary, and either
(i) enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be a period of 30 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect; or  (m)anynon-monetaryjudgment or order shall be rendered against the Borrower or
any Subsidiary that could reasonably be expected to have a Material Adverse
Effect, and there shall be a period of 30 consecutive days during which a stay
of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or  (n)a
Change in Control shall occur or exist;  (o)any
provision of any Subsidiary Guaranty Agreement shall for any reason be declared
by a court of competent jurisdiction to be null or void or a proceeding is
commenced by a Loan Party seeking to establish the invalidity or
unenforceability thereof (exclusive of interpretation), or any Subsidiary Loan
Party shall seek to terminate its Subsidiary Guaranty Agreement;  69


(p)any
security interest purported to be created by any Security Document shall cease
to be, or shall be asserted by the Borrower or any other Loan Party not to be,
a valid, perfected, first priority (except as otherwise expressly provided in
this Agreement or such Security Document) security interest in the securities,
assets or properties covered thereby, except to the extent that any such loss of
perfection or priority relates to Collateral with an aggregate fair market
value of less than $1,000,000 or results from the failure of the Administrative
Agent to maintain possession of certificates representing securities pledged
under the Security Agreement; or  (q)if the Borrower or any Subsidiary shall be debarred or
suspended from any contracting with the Government, or if a final decision of
debarment or a final decision of suspension shall have been issued to the
Borrower or any Subsidiary; or the actual termination for default of any
Material Contract, or any Government Contract with annual revenues in excess of
$5,000,000, shall have been issued to or received by the Borrower or any
Subsidiary and in each case, such debarment or suspension, final notice of
disbarment or suspension or termination for default shall not have been
revoked, rescinded, withdrawn, stayed or reversed within thirty (30) days of
entry or issuance;  then, and in
every such event (other than an event with respect to the Borrower described in
clause (h) or (i) of this Section 8.1) and at any time thereafter during
the continuance of such event, the Administrative Agent may, and upon the
written request of the Required Lenders shall, by notice to the Borrower, take
any or all of the following actions, at the same or different times:
(i) terminate the Commitments, whereupon the Commitment of each Lender
shall terminate immediately, (ii) declare the principal of and any accrued
interest on the Loans, and all other Obligations owing hereunder, to be,
whereupon the same shall become, due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower, (iii) exercise all remedies contained in any
other Loan Document, and (iv) exercise any other remedies available at law or
in equity; and that, if an Event of Default specified in either clause (h) or
(i) shall occur, the Commitments shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest
thereon, and all fees, and all other Obligations shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower.  ARTICLE 9  THE ADMINISTRATIVE AGENT  Section
9.1.Appointment of Administrative Agent.  (a)Each
Lender irrevocably appoints SunTrust Bank as the Administrative Agent and
authorizes it to take such actions on its behalf and to exercise such powers as
are delegated to the Administrative Agent under this Agreement and the other
Loan Documents, together with all such actions and powers that are reasonably
incidental thereto. The Administrative Agent may perform any of its duties
hereunder or under the other Loan Documents by or through any one or more
sub-agents or attorneys-in-fact appointed by the Administrative Agent. The
Administrative Agent and any such sub-agent or attorney-in-fact  70


may perform any and all of its
duties and exercise its rights and powers through their respective Related
Parties. The exculpatory provisions set forth in this Article shall apply to
any such sub-agent or attorney-in-fact and the Related Parties of the
Administrative Agent, any such sub-agent and any such attorney-in-fact and
shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as
Administrative Agent.  (b)The
Issuing Bank shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith until such time and
except for so long as the Administrative Agent may agree at the request of the
Required Lenders to act for the Issuing Bank with respect thereto; provided,
that the Issuing Bank shall have all the benefits and immunities (i) provided
to the Administrative Agent in this Article with respect to any acts taken or
omissions suffered by the Issuing Bank in connection with Letters of Credit
issued by it or proposed to be issued by it and the application and agreements
for letters of credit pertaining to the Letters of Credit as fully as if the
term Administrative Agent as used in this Article included the Issuing Bank
with respect to such acts or omissions and (ii) as additionally provided in
this Agreement with respect to the Issuing Bank.  Section 9.2.Nature of Duties of Administrative Agent. The
Administrative Agent shall not have any duties or obligations except those
expressly set forth in this Agreement and the other Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether
a Default or an Event of Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action
or exercise any discretionary powers, except those discretionary rights and
powers expressly contemplated by the Loan Documents that the Administrative
Agent is required to exercise in writing by the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 10.2), and (c) except as expressly
set forth in the Loan Documents, the Administrative Agent shall not have any
duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of its Subsidiaries that is
communicated to or obtained by the Administrative Agent or any of its Affiliates
in any capacity. The Administrative Agent shall not be liable for any action
taken or not taken by it, its sub-agents or attorneys-in-fact with the consent
or at the request of the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in Section
10.2) or in the absence of its own gross negligence or willful misconduct or a
breach by the Administrative Agent of its specific and express obligations to
the Lenders under this Agreement as determined by a final non-appealable
judgment by a court of competent jurisdiction. The Administrative Agent shall
not be responsible for the negligence or misconduct of any sub-agents or
attorneys-in-fact selected by it with reasonable care. The Administrative Agent
shall not be deemed to have knowledge of any Default or Event of Default unless
and until written notice thereof (which notice shall include an express
reference to such event being a Default or Event of Default hereunder) is
given to the Administrative Agent by the Borrower or any Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with any Loan Document, (ii) the contents of any certificate, report
or other document delivered hereunder or thereunder or in connection herewith
or therewith, (iii) the performance or observance of any of the covenants,
agreements, or other terms and conditions set forth in any  71


Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of
any Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article 3 or elsewhere in any
Loan Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent. The Administrative Agent may consult
with legal counsel (including counsel for the Borrower) concerning all matters
pertaining to such duties.The Administrative Agent agrees
to exercise such care in performing its duties hereunder as it would for loans
for its sole benefit.  Section
9.3.Lack of Reliance on the Administrative Agent. Each
of the Lenders, the Swingline Lender and the Issuing Bank acknowledges that it
has, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, continue to make its own decisions in
taking or not taking of any action under or based on this Agreement, any
related agreement or any document furnished hereunder or thereunder.  Section
9.4.Certain Rights of the Administrative Agent. If
the Administrative Agent shall request instructions from the Required Lenders
with respect to any action or actions (including the failure to act) in
connection with this Agreement, the Administrative Agent shall be entitled to
refrain from such act or taking such act, unless and until it shall have
received instructions from such Lenders, and the Administrative Agent shall not
incur liability to any Person by reason of so refraining in
the absence of the Administrative Agents own gross negligence or willful
misconduct as determined by a final non-appealable judgment by a court of
competent jurisdiction.
Without
limiting the foregoing, no Lender shall have any right of action whatsoever
against the Administrative Agent as a result of the Administrative Agent acting
or refraining from acting hereunder in accordance with the instructions of the
Required Lenders where required by the terms of this Agreement in
the absence of the Administrative Agents own gross negligence or willful
misconduct as determined by a final non-appealable judgment by a court of
competent jurisdiction.  Section
9.5.Reliance by Administrative Agent. The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed, sent or made by the proper Person. The Administrative
Agent may also rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person and shall not incur any
liability for relying thereon. The Administrative Agent may consult with legal
counsel (including counsel for the Borrower), independent public accountants
and other experts selected by it and shall not be liable for any action taken
or not taken by it in accordance with the advice of such counsel, accountants
or experts.  Section
9.6.The Administrative Agent in its Individual Capacity. The
bank serving as the Administrative Agent shall have the same rights and powers
under this Agreement and any other Loan Document in its capacity as a Lender as
any other Lender and may exercise or refrain from exercising the same as though
it were not the Administrative Agent; and the terms Lenders, Required
Lenders, holders of Notes, or any similar terms shall, unless the context  72


clearly
otherwise indicates, include the Administrative Agent in its individual
capacity. The bank acting as the Administrative Agent and its Affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with the Borrower or any Subsidiary or Affiliate of the Borrower as if
it were not the Administrative Agent hereunder.  Section
9.7.Successor Administrative Agent.  (a)The
Administrative Agent may resign at any time by giving notice thereof to the
Lenders and the Borrower. Upon any such resignation, the Required Lenders shall
have the right to appoint a successor Administrative Agent, subject to the
approval by the Borrower provided that no Default or Event of Default shall
exist at such time. If no successor Administrative Agent shall have been so
appointed, and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Bank, appoint a successor Administrative Agent, which shall be a commercial
bank organized under the laws of the United States of America or any state
thereof or a bank which maintains an office in the United States, having a
combined capital and surplus of at least $500,000,000.  (b)Upon
the acceptance of its appointment as the Administrative Agent hereunder by a successor,
such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under this Agreement and the other Loan
Documents. If within 45 days after written notice is given of the retiring
Administrative Agents resignation under this Section 9.7 no successor
Administrative Agent shall have been appointed and shall have accepted such
appointment, then on such 45th day (i) the retiring Administrative
Agents resignation shall become effective, (ii) the retiring Administrative
Agent shall thereupon be discharged from its duties and obligations under the
Loan Documents and (iii) the Required Lenders shall thereafter perform all
duties of the retiring Administrative Agent under the Loan Documents until such
time as the Required Lenders appoint a successor Administrative Agent as
provided above. After any retiring Administrative Agents resignation
hereunder, the provisions of this Article shall continue in effect for the
benefit of such retiring Administrative Agent and its representatives and
agents in respect of any actions taken or not taken by any of them while it was
serving as the Administrative Agent.  Section
9.8.Authorization to Execute other Loan Documents; Collateral.  (a)Each Lender authorizes the Administrative Agent to enter
into each of the Loan Documents to which it is a party and to take all action
contemplated by such Loan Documents. Each Lender agrees that no Lender, other
than the Administrative Agent acting on behalf of all Lenders, shall have the
right individually to seek to realize upon the security granted by any Loan
Document, it being understood and agreed that such rights and remedies may be
exercised solely by the Administrative Agent for the benefit of the Lenders,
upon the terms of the Loan Documents.  (b)In the event that any Collateral is pledged by any Person as
collateral security for the Obligations, the Administrative Agent is hereby
authorized to execute and  73


deliver on behalf of
the Lenders any Loan Documents necessary or appropriate to grant and perfect a
Lien on such Collateral in favor of the Administrative Agent on behalf of the
Lenders.  (c)The Lenders hereby authorize the Administrative Agent, at
its option and in its discretion, to release any Lien granted to or held by the
Administrative Agent upon any Collateral (i) upon termination of the
Commitments and payment and satisfaction of all of the Obligations or the
transactions contemplated hereby; (ii) as permitted by, but only in accordance
with, the terms of the applicable Loan Document; (iii) if approved, authorized
or ratified in writing by the Required Lenders, unless such release is required
to be approved by all of the Lenders hereunder; (iv) the release of a
Subsidiary Loan Guaranty made or Lien granted by a Subsidiary in the case of
the sale of the Subsidiary permitted by the terms of this Agreement; or
(v) the release of any Lien on any assets which are transferred or
disposed of in accordance with the terms of this Agreement. Upon request by the
Administrative Agent at any time, the Lenders will confirm in writing the Administrative
Agents authority to release particular types or items of Collateral pursuant
to this Section 9.8(c).  (d)Upon any sale or transfer of assets constituting Collateral
which is expressly permitted pursuant to the terms of any Loan Documents, or
consented to in writing by the Required Lenders, and upon at least ten (10)
Business Days prior written request by the Borrower, the Administrative Agent
shall (and is hereby irrevocably authorized by the Lenders to) execute such
documents as may be necessary to evidence the release of the Liens granted to
the Administrative Agent for the benefit of the Lenders, upon the Collateral
that was sold or transferred; provided,however,
that (i) the Administrative Agent shall not be required to execute any such
document on terms which, in the Administrative Agents opinion, would expose
the Administrative Agent to liability or create any obligation or entail any
consequence other than the release of such Liens without recourse or warranty,
and (ii) such release shall not in any manner discharge, affect or impair the
Obligations or any Liens upon (or obligations of the Borrower or any Guarantor)
in respect of) all interests retained by the Borrower or any Guarantor,
including (without limitation) the proceeds of the sale, all of which shall
continue to constitute part of the Collateral.  74


Section 9.9.Benefits of Article 9. None of the provisions of this
Article 9 shall inure to the benefit of the Borrower or of any Person
other than Administrative Agent and each of the Lenders and their respective
successors and permitted assigns. Accordingly, neither the Borrower nor any
Person other than Administrative Agent and the Lenders (and their respective
successors and permitted assigns) shall be entitled to rely upon, or to raise
as a defense, the failure of the Administrative Agent or any Lenders to comply
with the provisions of this Article 9.  Section 9.10.Titled Agents. Each Lender hereby designates
M&T Bank and Branch Banking and Trust Company as Co-Documentation Agents
and each Lender and each Loan Party agrees that the Co-Documentation Agents, in
such capacity, shall have no duties or obligations under any Loan Documents to
any Lender or any Loan Party. Anything herein to the contrary notwithstanding,
none of the Bookrunners, Book Managers or Arrangers listed on the cover page
hereof shall have any powers, duties or responsibilities under this Agreement
or any of the other Loan Documents, except in its capacity, as applicable, as
the Administrative Agent, a Lender or the Issuing Bank hereunder.  ARTICLE 10  MISCELLANEOUS  Section
10.1.Notices.  (a)Except
in the case of notices and other communications expressly permitted to be given
by telephone, all notices and other communications to any party herein to be
effective shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy, as
follows:  To the Borrower:
  
  Stanley, Inc.3101
  Wilson BoulevardSuite
  700Arlington,
  Va.22201Attention: Brian J. ClarkTelecopy Number: (703) 682-1547With a copy of default notices to:
  
  Venable LLP575 7th Street, NWWashington, DC 20004Attention: Art Cirulnick, EsquireTelecopy Number: (202) 344-8300To the Administrative Agent or Swingline Lender:
  
  SunTrust Bank8330 Boone Blvd.Suite
  700Vienna
  VA 22182-2624  75


Attention:
  Peter Mandanis, Senior Vice PresidentTelecopy Number: (703) 442-1613With a copy to:
  
  Hunton & Williams LLP1751 Pinnacle DriveSuite 1700McLean, Virginia 22102Attention: Kevin F. Hull,
  EsquireTelecopy Number: (703) 714-7410With a copy to:
  
  SunTrust BankAgency Services303 Peachtree Street, N. E./ 25th FloorAtlanta, Georgia 30308Attention: Ms. Doris FolsomTelecopy Number: (404) 658-4906To the Issuing Bank:
  
  SunTrust Bank25 Park Place, N. E./Mail Code
  3706Atlanta, Georgia 30303Attention: Mary Jane MargheimTelecopy Number: (404) 588-8129To the Swingline Lender:
  
  SunTrust BankAgency Services303 Peachtree Street, N.E./25th FloorAtlanta, Georgia 30308Attention: Ms. Doris FolsomTelecopy Number: (404) 658-4906To any other Lender:
  
  the address set forth in the Administrative Questionnaire or the
  Assignment and Assumption Agreement executed by such Lender  (b)Any party hereto may change its address or telecopy number
for notices and other communications hereunder by notice to the other parties
hereto. All such notices and other communications shall, when transmitted by
overnight delivery, or faxed, be effective when delivered for overnight
(next-day) delivery, or transmitted in legible form by facsimile machine,
respectively, or if mailed, upon the third Business Day after the date
deposited into the mail or if delivered, upon delivery; provided, that notices
delivered to the Administrative Agent, the Issuing Bank or the Swingline Bank
shall not be effective until actually received by such Person at its address
specified in this Section 10.1.  (c)Any
agreement of the Administrative Agent and the Lenders herein to receive certain
notices by telephone or facsimile is solely for the convenience and at the
request of the Borrower. The Administrative Agent and the Lenders shall be
entitled to rely on the authority of any Person purporting to be a Person
authorized by the Borrower to give such notice  76


and the Administrative Agent and
Lenders shall not have any liability to the Borrower or other Person on account
of any action taken or not taken by the Administrative Agent or the Lenders in
reliance upon such telephonic or facsimile notice. The obligation of the
Borrower to repay the Loans and all other Obligations hereunder shall not be
affected in any way or to any extent by any failure of the Administrative Agent
and the Lenders to receive written confirmation of any telephonic or facsimile
notice or the receipt by the Administrative Agent and the Lenders of a
confirmation which is at variance with the terms understood by the
Administrative Agent and the Lenders to be contained in any such telephonic or
facsimile notice.  Section
10.2.Waiver; Amendments.  (a)No failure or delay by the
Administrative Agent, the Issuing Bank or any Lender in exercising any right or
power hereunder or any other Loan Document, and no course of dealing between
the Borrower and the Administrative Agent or any Lender,shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power or any
abandonment or discontinuance of steps to enforce such right or power, preclude
any other or further exercise thereof or the exercise of any other right or power
hereunder or thereunder. The rights and remedies of the Administrative Agent,
the Issuing Bank and the Lenders hereunder and under the other Loan Documents
are cumulative and are not exclusive of any rights or remedies provided by law.
No waiver of any provision of this Agreement or any other Loan Document or
consent to any departure by the Borrower therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section
10.2, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan or the issuance of a Letter
of Credit shall not be construed as a waiver of any Default or Event of Default,
regardless of whether the Administrative Agent, any Lender or the Issuing Bank
may have had notice or knowledge of such Default or Event of Default at the
time.  (b)No amendment or waiver of any
provision of this Agreement or the other Loan Documents, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Borrower and the Required Lenders or
the Borrower and the Administrative Agent with the consent of the Required Lenders
and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, that no
amendment or waiver shall: (i) increase the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal
amount of any Loan or LC Disbursement or reduce the rate of interest thereon,
or reduce any fees payable hereunder, without the written consent of each
Lender affected thereby, (iii) postpone the date fixed for any payment of
any principal of, or interest on, any Loan or LC Disbursement or interest
thereon or any fees hereunder or reduce the amount of, waive or excuse any such
payment, or postpone the scheduled date for the termination or reduction of any
Commitment, without the written consent of each Lender affected thereby,
(iv) change Section 2.22(b) or (c) in a manner that would
alter the pro rata sharing of payments required thereby, without the written
consent of each Lender, (v) change any of the provisions of this Section
10.2 or the definition of Required Lenders or any other provision hereof
specifying the number or percentage of Lenders which are required to waive,
amend or modify any rights hereunder or make any determination or grant any
consent hereunder, without the consent of each Lender; (vi) release any
guarantor or limit the liability of any such guarantor under any guaranty  77


agreement, without
the written consent of each Lender, except as otherwise provided in Section
9.8(c), (vii) release all or substantially all collateral (if any)
securing any of the Obligations, without the written consent of each Lender, (viii) amend, modify or waive any condition
precedent to any extension of credit under the Revolving Commitments set forth
in this Agreement (including, without limitation, the waiver of an existing
Default or Event of Default required to be waived in order for such extension
of credit to be made) without the consent of any Required Lenders, or(ix) increase
the aggregate of all Commitments (other than pursuant to Section 2.24)
without the consent of all of the Lenders;  provided further, that no such agreement shall
amend, modify or otherwise affect the rights, duties or obligations of the
Administrative Agent, the Swingline Bank or the Issuing Bank without the prior
written consent of such Person. Notwithstanding anything contained herein to
the contrary, this Agreement may be amended and restated without the consent of
any Lender (but with the consent of the Borrower and the Administrative Agent)
if, upon giving effect to such amendment and restatement, such Lender shall no
longer be a party to this Agreement (as so amended and restated), the
Commitments of such Lender shall have terminated (but such Lender shall
continue to be entitled to the benefits of Sections 2.19, 2.20, 2.21
and 10.3), such Lender shall no other commitment or other obligation
hereunder and shall have been paid in full all principal, interest and other
amounts owing to it or accrued for its account under this Agreement.  Section
10.3.Expenses; Indemnification.  (a)The Borrower shall pay (i) all
reasonable, out-of-pocket costs and expenses of the Administrative Agent and
its Affiliates,including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent and its Affiliates, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan
Documents and any amendments, modifications or waivers thereof (whether or not
the transactions contemplated in this Agreement or any other Loan Document
shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by
the Issuing Bank in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket costs and expenses (including, without limitation, the reasonable
fees, charges and disbursements of outside counsel and the allocated cost of
inside counsel) incurred by the Administrative Agent, the Issuing Bank or any
Lender in connection with the enforcement or protection of its rights in
connection with this Agreement, including its rights under this Section 10.3,
or in connection with the Loans made or any Letters of Credit issued hereunder,
including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.  (b)The Borrower shall indemnify the
Administrative Agent (and any sub-agent thereof), each Lender and the Issuing
Bank, and each Related Party of any of the foregoing Persons (each such Person
being called an Indemnitee) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities, penalties and related
expenses (including the fees, charges and disbursements of any counsel for any
Indemnitee), and shall indemnify and hold harmless each Indemnitee from all
fees and time charges and disbursements for attorneys who may be employees of
any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee
by any third party or by the Borrower or any other Loan Party arising out of,
in connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the  78


performance by the
parties hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby, (ii) any Loan
or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the Issuing Bank to honor a demand for payment under
a Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or Release of Hazardous Materials on or from any property
owned or operated by the Borrower or any of its Subsidiaries, or any actual or alleged
Environmental Liability related in any way to the Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by the
Borrower or any other Loan Party, and regardless of whether any Indemnitee is a
party thereto, provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities, penalties or related expenses (x) are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee or (y)
result from a claim brought by the Borrower or any other Loan Party against an
Indemnitee for breach in bad faith of such Indemnitees obligations hereunder
or under any other Loan Document, if the Borrower or such Loan Party has
obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction.  (c)The
Borrower shall pay, and hold the Administrative Agent and each of the Lenders
harmless from and against, any and all present and future stamp, documentary,
and other similar taxes with respect to this Agreement and any other Loan
Documents, any collateral described therein, or any payments due thereunder,
and save the Administrative Agent and each Lender harmless from and against any
and all liabilities with respect to or resulting from any delay or omission to
pay such taxes.  (d)To the
extent that the Borrower fails to pay any amount required to be paid to the
Administrative Agent, the Issuing Bank or the Swingline Lender under clauses
(a), (b) or (c) hereof, each Lender severally agrees to pay to the
Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may
be, such Lenders Pro Rata Share (determined as of the time that the
unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided,
that the unreimbursed expense or indemnified payment, claim, damage, liability
or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity
as such.  (e)To the
extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to actual or
direct damages) arising out of, in connection with or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the transactions
contemplated therein, any Loan or any Letter of Credit or the use of proceeds
thereof.  (f)All
amounts due under this Section 10.3 shall be payable promptly after
written demand therefor.  79


Section
10.4.Successors and Assigns.  (a)The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Administrative Agent and each Lender,
and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an assignee in accordance with the provisions of
paragraph (b) of this Section, (ii) by way of participation in accordance with
the provisions of paragraph (d) of this Section or (iii) by way of pledge or
assignment of a security interest subject to the restrictions of paragraph (f)
of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in paragraph (d) of this Section and, to the extent
expressly contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.  (b)Any Lender may at any time
assign to one or more assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
at the time owing to it); provided that any such assignment shall be
subject to the following conditions:  (i)Minimum Amounts.  (A) in the case of an assignment of the
entire remaining amount of the assigning Lenders Commitment and the Loans at
the time owing to it or in the case of an assignment to a Lender, an Affiliate
of a Lender or an Approved Fund, no minimum amount need be assigned; and  (B) in any case not described in paragraph
(b)(i)(A) of this Section, the aggregate amount of the Commitment (which for
this purpose includes Loans and Revolving Credit Exposure outstanding
thereunder) or, if the applicable Commitment is not then in effect, the
principal outstanding balance of the Loans and Revolving Credit Exposure of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if Trade Date is specified in the Assignment and
Assumption, as of the Trade Date) shall not be less than $1,000,000, unless
each of the Administrative Agent and, so long as no Event of Default has
occurred and is continuing, the Borrower otherwise consents (each such consent
not to be unreasonably withheld or delayed).  (ii)Proportionate Amounts.
Each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lenders rights and obligations under this Agreement with
respect to the Loans, Revolving Credit Exposure or the Commitment assigned, except that this clause (ii) shall not
prohibit any Lender from assigning all or a portion of its rights and
obligations among separate Commitments on a non-pro rata
basis.  80


(iii)Required Consents.
No consent shall be required for any assignment except to the extent required
by paragraph (b)(i)(B) of this Section and, in addition:  (A) the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required for all assignments of all or a portion of its
rights under this Agreement unless (x) an Event of Default has occurred and is
continuing at the time of such assignment or (y) such assignment is to a
Lender, an Affiliate of a Lender or an Approved Fund;  (B) the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments to a Person that is not
a Lender with a Commitment, an Affiliate of a Lender or an Approved Fund; and  (C) the
consent of the Issuing Bank (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding), and the consent of the Swingline Lender
(such consent not to be unreasonably withheld or delayed) shall be required for
any assignment in respect of the Revolving Credit Commitments.  (iv)Assignment and
Assumption. The parties to each assignment shall deliver to the
Administrative Agent (A) a duly executed Assignment and Assumption, (B) a
processing and recordation fee of $3,500,
(C) an Administrative Questionnaire unless the assignee is already a Lender and
(D) the documents required under Section 2.21(e) if such assignee is a
Foreign Lender.  (v)No Assignment to
Borrower. No such assignment shall be made to the Borrower or any of the
Borrowers Affiliates or Subsidiaries.  (vi)No Assignment to
Natural Persons. No such assignment shall be made to a natural person.  Subject to
acceptance and recording thereof by the Administrative Agent pursuant to
paragraph (c) of this Section 10.4, from and after the effective date
specified in each Assignment and Assumption, the assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lenders rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall
continue to be entitled to the benefits of Sections 2.19, 2.20,
2.21 and 10.3 with respect to facts and circumstances occurring
prior to the effective date of such assignment. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance
with paragraph (d) of this Section 10.4.  81


(c)The Administrative Agent, acting
solely for this purpose as an agent of the Borrower, shall maintain at one of
its offices in Atlanta, Georgia a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amount of the Loans and
Revolving Credit Exposure owing to, each Lender pursuant to the terms hereof
from time to time (the Register). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.  (d)Any Lender may at any time,
without the consent of, or notice to, the Borrower, the Administrative Agent,
the Swingline Bank or the Issuing Bank sell participations to any Person (other
than a natural person, the Borrower or any of the Borrowers Affiliates or
Subsidiaries) (each, a Participant) in all or a portion of such Lenders
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans owing to it); provided that
(i) such Lenders obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent, the Lenders, Issuing Bank and Swingline Lender shall
continue to deal solely and directly with such Lender in connection with such
Lenders rights and obligations under this Agreement.  (e)Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or
waiver with respect to the following to the extent affecting such Participant:  (i) increase the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal amount of
any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce
any fees payable hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the date fixed for any payment of any principal of, or
interest on, any Loan or LC Disbursement or interest thereon or any fees
hereunder or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date for the termination or reduction of any Commitment,
without the written consent of each Lender affected thereby, (iv) change Section
2.22(b) or (c) in a manner that would alter the pro rata sharing of
payments required thereby, without the written consent of each Lender, (v)
change any of the provisions of this Section 10.4 or the definition of Required
Lenders or any other provision hereof specifying the number or percentage of
Lenders which are required to waive, amend or modify any rights hereunder or
make any determination or grant any consent hereunder, without the consent of
each Lender; (vi) release any guarantor or limit the liability of any such
guarantor under any guaranty agreement without the written consent of each
Lender except to the extent such release is expressly provided under the terms
of the Guaranty Agreement; or (vii) release all or substantially all collateral
(if any) securing any of the Obligations. Subject to paragraph (e) of this Section
10.4, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.19, 2.20, and 2.21 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section 10.4. To the extent permitted
by law, each Participant also shall be entitled to the  82


benefits of Section 10.7  as though it were a Lender, provided such
Participant agrees to be subject to Section 2.19 as though it were a
Lender.  (f)A Participant
shall not be entitled to receive any greater payment under Section 2.19
and Section 2.21 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Borrowers prior
written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.21unless the Borrower is notified of the participation sold
to such Participant and such Participant agrees, for the benefit of the
Borrower, to comply with Section 2.21(e) as though it were a Lender.  (g)Any Lender may at any time
pledge or assign a security interest in all or any portion of its rights under
this Agreement to secure obligations of such Lender, including without
limitation any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such
Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.  Section
10.5.Governing Law; Jurisdiction; Consent to Service of Process.  (a)This
Agreement and the other Loan Documents shall be construed in accordance with
and be governed by the law (without giving effect to the conflict of law
principles thereof) of the State of New
York. EACH
LOAN DOCUMENT (OTHER THAN AS OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT)
WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).  (b)The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the non-exclusive jurisdiction of the United States District Court
of the Southern District of New York, and of any court of the State of New York
sitting in New York county and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Agreement or any other
Loan Document or the transactions contemplated hereby or thereby, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York state
court or, to the extent permitted by applicable law, such Federal court. Each
of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Agreement or any other Loan Document shall affect any right that the
Administrative Agent, the Issuing Bank or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement or any other Loan
Document against the Borrower or its properties in the courts of any
jurisdiction.  (c)The
Borrower irrevocably and unconditionally waives any objection which it
may now or hereafter have to the laying of venue of any such suit, action
or proceeding described in paragraph (b) of this Section 10.5 and
brought in any court referred to in paragraph (b) of this Section 10.5. Each
of the parties hereto irrevocably waives, to the fullest extent  83


permitted by applicable law, the
defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.  (d)Each
party to this Agreement irrevocably consents to the service of process in the
manner provided for notices in Section 10.1. Nothing in this Agreement
or in any other Loan Document will affect the right of any party hereto to
serve process in any other manner permitted by law.  Section
10.6.WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.  Section
10.7.Right of Setoff. In addition to any rights now
or hereafter granted under applicable law and not by way of limitation of any
such rights, each Lender and the Issuing Bank shall have the right, at any time
or from time to time upon the occurrence and during the continuance of an Event
of Default, without prior notice to the Borrower, any such notice being
expressly waived by the Borrower to the extent permitted by applicable law, to
set off and apply against all deposits (general or special, time or demand,
provisional or final) of the Borrower at any time held or other obligations at
any time owing by such Lender and the Issuing Bank to or for the credit or the
account of the Borrower against any and all Obligations held by such Lender or
the Issuing Bank, as the case may be, irrespective of whether such Lender or
the Issuing Bank shall have made demand hereunder and although such Obligations
may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the
Administrative Agent and the Borrower after any such set-off and any
application made by such Lender and the Issuing Bank, as the case may be; provided,
that the failure to give such notice shall not affect the validity of such
set-off and application.  Section
10.8.Counterparts; Integration. 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. This Agreement, the Fee Letter, the other Loan Documents, and any
separate letter agreement(s) relating to any fees payable to the Administrative
Agent constitute the entire agreement among the parties hereto and thereto
regarding the subject matters hereof and thereof and supersede all prior
agreements and understandings, oral or written, regarding such subject matters.  84


Section
10.9.Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of this Agreement
and the making of any Loans and issuance of any Letters of Credit, regardless
of any investigation made by any such other party or on its behalf and
notwithstanding that the Administrative Agent, the Issuing Bank or any Lender
may have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended hereunder, and shall continue in
full force and effect as long as the principal of or any accrued interest on
any Loan or any fee or any other amount payable under this Agreement is
outstanding and unpaid or any Letter of Credit is outstanding and so long as
the Commitments have not expired or terminated. The provisions of Sections
2.19, 2.20, 2.21, and 10.3 and Article 9 shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the
expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any provision hereof. All representations and
warranties made herein, in the certificates, reports, notices, and other
documents delivered pursuant to this Agreement shall survive the execution and
delivery of this Agreement and the other Loan Documents, and the making of the
Loans and the issuance of the Letters of Credit.  Section
10.10.Severability. Any provision of this
Agreement or any other Loan Document held to be illegal, invalid or
unenforceable in any jurisdiction, shall, as to such jurisdiction, be
ineffective to the extent of such illegality, invalidity or unenforceability
without affecting the legality, validity or enforceability of the remaining
provisions hereof or thereof; and the illegality, invalidity or unenforceability
of a particular provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.  Section
10.11.Confidentiality. Each of the Administrative
Agent, the Issuing Bank and each Lender agrees to take normal and reasonable
precautions to maintain the confidentiality of any confidential or proprietary
information in accordance with the same standards that each such party uses for
its own confidential or proprietary information and provided to it by the
Borrower or any Subsidiary, except that such information may be disclosed (i)
to any Related Party of the Administrative Agent, the Issuing Bank or any such
Lender, including without limitation accountants, legal counsel and other
advisors, (ii) to rating agencies with respect to ratings of a Lender or
related Securitization, and to other Persons acting as trustees, secured
parties, collateral managers, or servicers in connection with Securitizations,
(iii) to actual or potential noteholders, investors or financing sources in
connection with Securitizations provided that such party agrees that its access
to confidential or proprietary information is solely for purposes of evaluating
an investment in such Securitization,  and/or to keep such confidential or
proprietary information confidential in a manner similar to the provisions
hereunder, (iv) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, unless prohibited by the terms of such
subpoena or similar legal process, after providing the Borrower with prompt
written notice of such requirement so that the Borrower may obtain an
appropriate protective order or agreement to hold its confidential and
proprietary information confidential, (v) to the extent requested by any
regulatory agency or authority, (vi) to the extent that such information
becomes publicly available other than as a result of a breach of this Section
10.11, or which becomes available to the Administrative Agent, the Issuing
Bank, any Lender or any Related Party of any of the foregoing on a
non-confidential basis from a source other than the  85


Borrower
which did not breach any confidentiality or other obligation owed to the
Borrower or any Subsidiary, (vii) in connection with the exercise of any remedy
hereunder or any suit, action or proceeding relating to this Agreement or the
enforcement of rights hereunder, (viii) subject to its agreement to provisions
substantially similar to this Section 10.11, to any actual or
prospective assignee or Participant, or (ix) with the prior written consent of
the Borrower signed by a Responsible Officer. Any Person required to maintain
the confidentiality of any information as provided for in this Section 10.11
shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of
such information as such Person would accord its own confidential information.  Section
10.12.Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which may be
treated as interest on such Loan under applicable law (collectively, the Charges),
shall exceed the maximum lawful rate of interest (the Maximum Rate)
which may be contracted for, charged, taken, received or reserved by a Lender
holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of
such Loan but were not payable as a result of the operation of this Section
10.12 shall be cumulated and the interest and Charges payable to such
Lender in respect of other Loans or periods shall be increased (but not above
the Maximum Rate therefor) until such cumulated amount, together with interest
thereon at the Federal Funds Rate to the date of repayment, shall have been
received by such Lender.  Section
10.13.Waiver of Effect of Corporate Seal. The
Borrower represents and warrants that neither it nor any other Loan Party is
required to affix its corporate seal to this Agreement or any other Loan
Document pursuant to any requirement of law or regulation, agrees that this
Agreement is delivered by Borrower under seal and waives any shortening of the
statute of limitations that may result from not affixing the corporate seal to
this Agreement or such other Loan Documents.  Section
10.14.Patriot Act.The Administrative Agent and
each Lender hereby notifies the Loan Parties that pursuant to the requirements
of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)) (the Patriot Act), it is required to obtain, verify and record
information that identifies each Loan Party, which information includes the
name and address of such Loan Party and other information that will allow such
Lender or the Administrative Agent, as applicable, to identify such Loan Party
in accordance with the Patriot Act. Each Loan Party shall, and shall cause each
of its Subsidiaries to, provide to the extent commercially reasonable, such
information and take such other actions as are reasonably requested by the
Administrative Agent or any Lender in order to assist the Administrative Agent
and the Lenders in maintaining compliance with
the Patriot Act.  (remainder of page left intentionally blank)  86


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective authorized officers as of the day and
year first above written.  BORROWER:STANLEY, INC.By
  /s/ Brian J. ClarkName:
  Brian J. ClarkTitle:
  Chief Financial Officer and Treasurer[SEAL]  [SIGNATURES CONTINUE ON FOLLOWING
PAGE]  [SIGNATURE PAGE TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT]


ADMINISTRATIVE AGENT:SUNTRUST BANKas Administrative Agent, as
  Issuing Bank and as
  Swingline LenderBy
  /s/ Peter J. MandanisName:
  Peter J. MandanisTitle:
  Senior Vice President  [SIGNATURES CONTINUE ON FOLLOWING
PAGE]  [SIGNATURE PAGE TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT]


LENDERS:SUNTRUST BANKas LenderBy
  /s/ Peter J. MandanisName:
  Peter J. MandanisTitle:
  Senior Vice President  [SIGNATURES CONTINUE ON FOLLOWING
PAGE]  [SIGNATURE PAGE TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT]


M&T BANKas LenderBy
  /s/ Kevin J. McCormickName:
  Kevin J. McCormickTitle:
  Vice President  [SIGNATURES CONTINUE ON FOLLOWING
PAGE]  [SIGNATURE PAGE TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT]


BRANCH BANKING & TRUST COMPANYas LenderBy
  /s/ James E. DavisName:
  James E. DavisTitle:
  Senior Vice President  [SIGNATURES CONTINUE ON FOLLOWING
PAGE]  [SIGNATURE PAGE TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT]


PNC BANK, NATIONAL ASSOCIATIONas LenderBy
  /s/ Michael J. ElehwanyName:
  Michael J. ElehwanyTitle:
  Vice President  [SIGNATURES CONTINUE ON FOLLOWING
PAGE]  [SIGNATURE PAGE TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT]


WACHOVIA BANK, NATIONAL
  ASSOCIATIONas LenderBy
  /s/ John G. TaylorName:
  John G. TaylorTitle:
  Director  [SIGNATURES CONTINUE ON FOLLOWING
PAGE]  [SIGNATURE PAGE TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT]


CITIBANK, N.A.as LenderBy
  /s/ Ross LevitskyName:
  Ross LevitskyTitle:
  Vice President  [SIGNATURES CONTINUE ON FOLLOWING
PAGE]  [SIGNATURE PAGE TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT]


COMMERCE BANK, NATIONAL
  ASSOCIATIONas LenderBy
  /s/ Louise M. WagerName:
  Louise M. WagerTitle:
  Vice President  [SIGNATURES CONTINUE ON FOLLOWING
PAGE]  [SIGNATURE PAGE TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT]


Schedule I  APPLICABLE MARGIN FOR THE LOANS AND
APPLICABLE PERCENTAGE  Pricing
  Level
  
  Leverage Ratio
  
  Applicable Margin
  for Eurodollar Loans
  and Index Rate
  Loans
  
  Applicable
  Margin for Base
  Rate Loans
  
  Applicable
  Percentage for
  Commitment FeeI
  
  Less than 1.00:1
  
  0.75% per annum
  
  0.00% per annum
  
  0.15% per annumII
  
  Greater than or equal to 1.00:1.00
  but less than 1.50:1.00
  
  0.875% per annum
  
  0.00% per annum
  
  0.20% per annumIII
  
  Greater than or equal to 1.50:1.00
  but less than 2.00:1.00
  
  1.00% per annum
  
  0.00% per annum
  
  0.225% per annumIV
  
  Greater than or equal to 2.00:1.00
  but less than 2.50:1.00
  
  1.25% per annum
  
  0.25% per annum
  
  0.25% per annumV
  
  Greater than or equal to 2.50:1.00
  but less than 3.00:1.00
  
  1.375% per annum
  
  0.375% per annum
  
  0.275% per annumVI
  
  Greater than or equal to 3.00:1.00
  
  1.50% per annum
  
  0.375% per annum
  
  0.30% per annum


Schedule II  COMMITMENT AMOUNTS  Lender
  
  Revolving
  Commitment Amount
  
  Term Loan
  Commitment
  Amount
  
  Total
  CommitmentSunTrust Bank
  
  $
  36,550,000
  
  $
  9,386,577
  
  $
  45,936,577M&T Bank
  
  $
  24,130,000
  
  $
  5,830,604
  
  $
  29,960,604Branch Banking & Trust Company
  
  $
  24,130,000
  
  $
  5,830,604
  
  $
  29,960,604PNC Bank, National Association
  
  $
  20,125,000
  
  $
  4,842,282
  
  $
  24,967,282Wachovia Bank, National Association
  
  $
  20,125,000
  
  $
  4,842,282
  
  $
  24,967,282Citibank, N.A.
  
  $
  12,820,000
  
  $
  3,406,980
  
  $
  16,226,980Commerce Bank, National Association
  
  $
  12,120,000
  
  $
  2,860,671
  
  $
  14,980,671Totals
  
  $
  150,000,000
  
  $
  37,000,000
  
  $
  187,000,000


SCHEDULE 2.23  EXISTING LETTERS OF CREDIT


SCHEDULE 4.5  ENVIRONMENTAL MATTERS


SCHEDULE 4.14  SUBSIDIARIES


SCHEDULE 7.1  OUTSTANDING INDEBTEDNESS


SCHEDULE 7.2  EXISTING LIENS


SCHEDULE 7.4  EXISTING INVESTMENTS