<PAGE>


                                                                EXHIBIT 10.30


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




                      AMENDED AND RESTATED CREDIT AGREEMENT

                          Dated as of December 28, 2004

                                      among

                                 IPAYMENT, INC.,
                                as the Borrower,

               THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,
                               as the Guarantors,

                            THE LENDERS PARTY HERETO,

                             BANK OF AMERICA, N.A.,
           as Administrative Agent, Swing Line Lender and L/C Issuer,

                                       and

                           JPMORGAN CHASE BANK, N.A.,
                              as Syndication Agent




                                  Arranged By:

                         BANC OF AMERICA SECURITIES LLC

                                       and

                          J.P. MORGAN SECURITIES INC.,

                  as Co-Lead Arrangers and Joint Book Managers



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

<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS....................................1
    1.01     Defined Terms.....................................................1
    1.02     Other Interpretive Provisions....................................21
    1.03     Accounting Terms; Calculation of Financial Covenants.............22
    1.04     Rounding.........................................................23
    1.05     Times of Day.....................................................23
    1.06     Letter of Credit Amounts.........................................24
ARTICLE II   THE COMMITMENTS AND CREDIT EXTENSIONS............................24
    2.01     Revolving Loans..................................................24
    2.02     Borrowings, Conversions and Continuations of Loans...............25
    2.03     Letters of Credit................................................26
    2.04     Swing Line Loans.................................................33
    2.05     Prepayments......................................................36
    2.06     Termination or Reduction of Aggregate Revolving Commitments......37
    2.07     Repayment of Loans...............................................38
    2.08     Interest.........................................................38
    2.09     Fees.............................................................38
    2.10     Computation of Interest and Fees.................................39
    2.11     Evidence of Debt.................................................39
    2.12     Payments Generally; Administrative Agent's Clawback..............40
    2.13     Sharing of Payments by Lenders...................................41
 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY...........................42
    3.01     Taxes............................................................42
    3.02     Illegality.......................................................43
    3.03     Inability to Determine Rates.....................................44
    3.04     Increased Costs..................................................44
    3.05     Compensation for Losses..........................................45
    3.06     Mitigation Obligations; Replacement of Lenders...................46
    3.07     Survival.........................................................46
ARTICLE IV   GUARANTY.........................................................47
    4.01     The Guaranty.....................................................47
    4.02     Obligations Unconditional........................................47
    4.03     Reinstatement....................................................48
    4.04     Certain Additional Waivers.......................................48
    4.05     Remedies.........................................................48
    4.06     Rights of Contribution...........................................49
    4.07     Guarantee of Payment; Continuing Guarantee.......................49
ARTICLE V    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS........................49
    5.01     Conditions of Initial Credit Extension...........................49
    5.02     Conditions to all Credit Extensions..............................52
ARTICLE VI   REPRESENTATIONS AND WARRANTIES...................................52
    6.01     Existence, Qualification and Power...............................53
    6.02     Authorization; No Contravention..................................53

</TABLE>


                                       i
<PAGE>


<TABLE>

   <S>                                                                        <C>
    6.03     Governmental Authorization; Other Consents.......................53
    6.04     Binding Effect...................................................53
    6.05     Financial Statements; No Material Adverse Effect.................53
    6.06     Litigation.......................................................54
    6.07     No Default.......................................................54
    6.08     Ownership of Property; Liens.....................................54
    6.09     Environmental Compliance.........................................55
    6.10     Insurance........................................................55
    6.11     Taxes............................................................55
    6.12     ERISA Compliance.................................................56
    6.13     Subsidiaries.....................................................56
    6.14     Margin Regulations; Investment Company Act; Public Utility
               Holding Company Act............................................56
    6.15     Disclosure.......................................................57
    6.16     Compliance with Laws.............................................57
    6.17     Intellectual Property; Licenses, Etc.............................57
    6.18     Business Locations...............................................58
    6.19     Representations in Specified Acquisition Documents...............58
ARTICLE VII  AFFIRMATIVE COVENANTS............................................58
    7.01     Financial Statements.............................................58
    7.02     Certificates; Other Information..................................59
    7.03     Notices..........................................................61
    7.04     Payment of Taxes.................................................61
    7.05     Preservation of Existence, Etc...................................61
    7.06     Maintenance of Properties........................................62
    7.07     Maintenance of Insurance.........................................62
    7.08     Compliance with Material Contractual Obligations and Laws........62
    7.09     Books and Records................................................62
    7.10     Inspection Rights................................................63
    7.11     Use of Proceeds..................................................63
    7.12     Additional Subsidiaries..........................................63
    7.13     ERISA Compliance.................................................63
    7.14     Pledged Assets...................................................64
ARTICLE VIII NEGATIVE COVENANTS...............................................65
    8.01     Liens............................................................65
    8.02     Investments......................................................66
    8.03     Indebtedness.....................................................67
    8.04     Fundamental Changes..............................................68
    8.05     Dispositions.....................................................69
    8.06     Restricted Payments..............................................69
    8.07     Change in Nature of Business.....................................69
    8.08     Transactions with Affiliates and Insiders........................69
    8.09     Burdensome Agreements............................................70
    8.10     Use of Proceeds..................................................70
    8.11     Financial Covenants..............................................70

</TABLE>



                                       ii
<PAGE>


<TABLE>

<S>                                                                          <C>
    8.12     Organization Documents; Fiscal Year; Legal Name, State of
                Formation and Form of Entity..................................71
    8.13     Ownership of Subsidiaries........................................71
    8.14     Sale Leasebacks..................................................71
ARTICLE IX   EVENTS OF DEFAULT AND REMEDIES...................................72
    9.01     Events of Default................................................72
    9.02     Remedies Upon Event of Default...................................73
    9.03     Application of Funds.............................................74
ARTICLE X    ADMINISTRATIVE AGENT.............................................75
    10.01    Appointment and Authority........................................75
    10.02    Rights as a Lender...............................................75
    10.03    Exculpatory Provisions...........................................75
    10.04    Reliance by Administrative Agent.................................76
    10.05    Delegation of Duties.............................................77
    10.06    Resignation of Administrative Agent..............................77
    10.07    Non-Reliance on Administrative Agent and Other Lenders...........78
    10.08    No Other Duties; Etc.............................................78
    10.09    Administrative Agent May File Proofs of Claim....................78
    10.10    Collateral and Guaranty Matters..................................79
    10.11    Subordination Agreement for Summit Promissory Notes..............79
 ARTICLE XI  MISCELLANEOUS....................................................80
    11.01    Amendments, Etc..................................................80
    11.02    Notices and Other Communications; Facsimile Copies...............81
    11.03    No Waiver; Cumulative Remedies...................................82
    11.04    Expenses; Indemnity; and Damage Waiver...........................82
    11.05    Payments Set Aside...............................................84
    11.06    Successors and Assigns...........................................84
    11.07    Treatment of Certain Information; Confidentiality................87
    11.08    Set-off..........................................................88
    11.09    Interest Rate Limitation.........................................88
    11.10    Counterparts; Integration; Effectiveness.........................88
    11.11    Survival of Representations and Warranties.......................88
    11.12    Severability.....................................................89
    11.13    Replacement of Lenders...........................................89
    11.14    Governing Law; Jurisdiction; Etc.................................89
    11.15    Waiver of Right to Trial by Jury.................................90
    11.16    USA PATRIOT Act Notice...........................................91

</TABLE>



                                      iii

<PAGE>


SCHEDULES

      2.01        Commitments and Applicable Percentages
      6.13        Subsidiaries
      6.17        IP Rights
      6.18(a)     Locations of Real Property
      6.18(b)     Locations of Tangible Personal Property
      6.18(c)     Location of Chief Executive Office, Etc.
      6.18(d)     Changes in Legal Name, State of Formation and Structure
      8.01        Liens Existing on the Closing Date
      8.02        Investments Existing on the Closing Date
      8.03        Indebtedness Existing on the Closing Date
      11.02       Certain Addresses for Notices

EXHIBITS

      2.02        Form of Loan Notice
      2.04        Form of Swing Line Loan Notice
      2.11(a)-1   Form of Revolving Note
      2.11(a)-2   Form of Swing Line Note
      7.02        Form of Compliance Certificate
      7.12        Form of Joinder Agreement
      11.07       Form of Assignment and Assumption





                                       iv
<PAGE>



                      AMENDED AND RESTATED CREDIT AGREEMENT

         This AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is
entered into as of December 28, 2004, by and among iPAYMENT, INC., a Delaware
corporation (the "Borrower"), the Guarantors (defined herein), the Lenders
(defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line
Lender and L/C Issuer.

         WHEREAS, a revolving credit facility (the "Existing Credit Facility")
was established in favor of the Borrower pursuant to the terms of that credit
agreement dated as of August 1, 2003 (as amended, supplemented and otherwise
modified form time to time, the "Existing Credit Agreement") among the Borrower,
certain of its Subsidiaries and Affiliates, as guarantors thereunder, the
lenders party thereto and Bank of America, N.A., as agent for the lenders
thereunder; and

         WHEREAS, this Agreement is given in amendment to, restatement of and
substitution for the Existing Credit Agreement.

         NOW, THEREFORE, in consideration of these premises and the mutual
covenants and agreements contained herein, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto covenant and agree as follows:


                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

1.01     Defined Terms.

         As used in this Agreement, the following terms shall have the meanings
set forth below:

         "Acquisition", by any Person, means the acquisition by such Person, in
a single transaction or in a series of related transactions, of all or any
substantial portion of the Property of another Person or at least a majority of
the Voting Stock of another Person, in each case whether or not involving a
merger or consolidation with such other Person and whether for cash, property,
services, assumption of Indebtedness, securities or otherwise.

         "Acquired Assets" means those assets to be acquired by the Borrower in
the Specified Acquisition, as identified in the Specified Acquisition Documents.

         "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

         "Administrative Agent's Office" means the Administrative Agent's
address and, as appropriate, account as set forth on Schedule 11.02 or such
other address or account as the Administrative Agent may from time to time
notify to the Borrower and the Lenders.

         "Administrative Questionnaire" means an Administrative Questionnaire in
a form supplied by the Administrative Agent.

         "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

<PAGE>


         "Aggregate Revolving Commitments" means the Revolving Commitments of
all the Lenders. The initial amount of the Aggregate Revolving Commitments in
effect on the Closing Date is ONE HUNDRED EIGHTY MILLION DOLLARS ($180,000,000).

         "Agreement" means this Amended and Restated Credit Agreement.

         "Applicable Percentage" means, with respect to any Lender at any time,
the percentage (carried out to the ninth decimal place) of the Aggregate
Revolving Commitments represented by such Lender's Revolving Commitment at such
time; provided that if the commitment of each Lender to make Revolving Loans and
the obligation of the L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Section 9.02 or if the Aggregate Revolving Commitments
have expired, then the Applicable Percentage of each Lender shall be determined
based on the Applicable Percentage of such Lender most recently in effect,
giving effect to any subsequent assignments. The initial Applicable Percentage
of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or
in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable.

         "Applicable Rate" means the following percentages per annum, based upon
the Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 7.02(a):

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------
  Pricing            Consolidated         Commitment      Letters of      Eurodollar Rate     Base Rate
   Tier             Leverage Ratio           Fee            Credit            Loans             Loans
-------------------------------------------------------------------------------------------------------
<S>         <C>                           <C>             <C>             <C>                 <C>
     1              >2.0 to 1.0              0.45%           2.25%            2.25%             0.50%
                    -
-------------------------------------------------------------------------------------------------------
     2      >1.5 to 1.0 but <2.0 to 1.0      0.40%           2.00%            2.00%             0.25%
            -
-------------------------------------------------------------------------------------------------------
     3       >1.0 to 1.0 but <1.5 to 1.0     0.35%           1.75%            1.75%             0.00%
             -
-------------------------------------------------------------------------------------------------------
     4              <1.0 to 1.0              0.30%           1.50%            1.50%             0.00%
-------------------------------------------------------------------------------------------------------
</TABLE>

Any increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is required to be
delivered pursuant to Section 7.02(a); provided, however, that if a Compliance
Certificate is not delivered when due in accordance with such Section, then
Pricing Tier 1 shall apply as of the first Business Day after the date on which
such Compliance Certificate was required to have been delivered and shall
continue to apply until the first Business Day immediately following the date a
Compliance Certificate is delivered in accordance with Section 7.02(a),
whereupon the Applicable Rate shall be adjusted based upon the calculation of
the Consolidated Leverage Ratio contained in such Compliance Certificate. The
Applicable Rate in effect from the Closing Date through the first Business Day
immediately following the date a Compliance Certificate is required to be
delivered pursuant to Section 7.02(a) for the fiscal quarter ending March 31,
2005 shall be determined based upon Pricing Tier 2 (or Pricing Tier 1 if such
Pricing Tier is otherwise applicable pursuant to the Compliance Certificate
delivered for any fiscal quarter ending prior to March 31, 2005).

         "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

         "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 11.06(b), and accepted by the Administrative
Agent, in substantially the form of Exhibit 11.07 or any other form approved by
the Administrative Agent.



                                       2
<PAGE>


         "Attributable Indebtedness" means, on any date, (a) in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
(b) in respect of any Synthetic Lease, the capitalized amount of the remaining
lease payments under the relevant lease that would appear on a balance sheet of
such Person prepared as of such date in accordance with GAAP if such lease were
accounted for as a Capital Lease, (c) in respect of any Securitization
Transaction of any Person, the outstanding principal amount of such financing,
after taking into account reserve accounts and making appropriate adjustments,
determined by the Administrative Agent in its reasonable judgment and (d) in the
case of any Sale and Leaseback Transaction, the present value (discounted in
accordance with GAAP at the debt rate implied in the applicable lease) of the
obligations of the lessee for rental payments during the term of such lease).

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended December
31, 2003, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries, including the notes thereto.

         "Availability Period" means, with respect to the Revolving Commitments,
the period from and including the Closing Date to the earliest of (a) the
Maturity Date, (b) the date of termination of the Aggregate Revolving
Commitments pursuant to Section 2.06, and (c) the date of termination of the
commitment of each Lender to make Loans and of the obligation of the L/C Issuer
to make L/C Credit Extensions pursuant to Section 9.02.

         "Bank of America" means Bank of America, N.A. and its successors.

         "BAS" means Banc of America Securities LLC, in its capacity as co-lead
arranger and joint book manager.

         "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in the "prime rate" announced by Bank of America shall take
effect at the opening of business on the day specified in the public
announcement of such change.

         "Base Rate Loan" means a Loan that bears interest based on the Base
Rate.

         "Borrower" has the meaning specified in the introductory paragraph
hereto.

         "Borrowing" means a borrowing consisting of simultaneous Loans of the
same Type and, in the case of Eurodollar Rate Loans, having the same Interest
Period made by each of the Lenders pursuant to Section 2.01.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market.




                                       3
<PAGE>


         "Businesses" means, at any time, a collective reference to the
businesses operated by the Borrower and its Subsidiaries at such time.

         "Capital Lease" means, as applied to any Person, any lease of any
Property by that Person as lessee which, in accordance with GAAP, is required to
be accounted for as a capital lease on the balance sheet of that Person.

         "Cash Collateralize" has the meaning specified in Section 2.03(g).

         "Cash Consideration" means the cash consideration paid in connection
with an Acquisition, consisting of (a) cash and Cash Equivalents, (b)
Indebtedness of the Person being acquired that is assumed by the acquiring
Person and (c) the Borrower's good faith estimate at the closing of such
Acquisition of the aggregate amount of cash payments to be made on Deferred
Purchase Price Obligations.

         "Cash Equivalents" means, as at any date, (a) securities issued or
directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than twelve
months from the date of acquisition, (b) Dollar denominated time deposits and
certificates of deposit that are fully insured by the Federal Deposit Insurance
Corporation or are of (i) any Lender, (ii) any domestic commercial bank of
recognized standing having capital and surplus in excess of $500,000,000 or
(iii) any bank whose short-term commercial paper rating from S&P is at least A-1
or the equivalent thereof or from Moody's is at least P-1 or the equivalent
thereof (any such bank being an "Approved Bank"), in each case with maturities
of not more than 270 days from the date of acquisition, (c) commercial paper and
variable or fixed rate notes issued by any Approved Bank (or by the parent
company thereof) or any variable rate notes issued by, or guaranteed by, any
domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or
P-1 (or the equivalent thereof) or better by Moody's and maturing within six
months of the date of acquisition, (d) repurchase agreements entered into by any
Person with a bank or trust company (including any of the Lenders) or recognized
securities dealer having capital and surplus in excess of $500,000,000 for
direct obligations issued by or fully guaranteed by the United States in which
such Person shall have a perfected first priority security interest (subject to
no other Liens) and having, on the date of purchase thereof, a fair market value
of at least one hundred percent (100%) of the amount of the repurchase
obligations and (e) Investments, classified in accordance with GAAP as current
assets, in money market investment programs registered under the Investment
Company Act of 1940 which are administered by reputable financial institutions
having capital of at least $500,000,000 and the portfolios of which are limited
to Investments of the character described in the foregoing subdivisions (a)
through (d).

         "Change in Law" means the occurrence, after the date of this Agreement,
of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or
in the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.

         "Change of Control" means an event or series of events by which:

                  (a) Greg Daily, any member of his immediate family and any
         partnership owned or controlled by him or any member of his immediately
         family shall not beneficially own, directly or indirectly, in excess of
         1,000,000 shares of the Equity Interests of the Borrower entitled to
         vote for members of the board of directors of the Borrower (as such
         amount is adjusted by stock splits and stock dividends);




                                       4
<PAGE>


                  (b) any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but
         excluding (i) Greg Daily, any member of his immediate family and any
         partnership owned or controlled by him or any member of his immediately
         family and (ii) any employee benefit plan of the Borrower or its
         Subsidiaries and any person or entity acting in its capacity as
         trustee, agent or other fiduciary or administrator of any such plan)
         becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
         under the Securities Exchange Act of 1934, except that a person or
         group shall be deemed to have "beneficial ownership" of all Equity
         Interests that such person or group has the right to acquire (such
         right, an "option right"), whether such right is exercisable
         immediately or only after the passage of time), directly or indirectly,
         of thirty-five percent (35%) or more of the Equity Interests of the
         Borrower entitled to vote for members of the board of directors of the
         Borrower on a fully-diluted basis (and taking into account all such
         securities that such person or group has the right to acquire pursuant
         to any option right); or

                  (c) during any period of twelve (12) consecutive months, a
         majority of the members of the board of directors of the Borrower
         ceases to be composed of individuals (i) who were members of that board
         on the first day of such period, (ii) whose election or nomination to
         that board was approved by individuals referred to in clause (i) above
         constituting at the time of such election or nomination at least a
         majority of that board or (iii) whose election or nomination to that
         board was approved by individuals referred to in clauses (i) and (ii)
         above constituting at the time of such election or nomination at least
         a majority of that board (excluding, in the case of both clause (ii)
         and (iii), any individual whose initial nomination for, or assumption
         of office as, a member of that board occurs as a result of an actual or
         threatened solicitation of proxies or consents for the election or
         removal of one or more directors by any person or group other than a
         solicitation for the election of one or more directors by or on behalf
         of the board of directors).

         "Closing Date" means the date hereof.

         "Collateral" means a collective reference to all real and personal
Property with respect to which Liens in favor of the Administrative Agent, for
the benefit of itself and the Lenders, are purported to be granted pursuant to
and in accordance with the terms of the Collateral Documents.

         "Collateral Documents" means a collective reference to the Security
Agreement and other security documents as may be executed and delivered by the
Loan Parties pursuant to the terms of Section 7.14.

         "Commitment" means, as to each Lender, the Revolving Commitment of such
Lender.

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit 7.02.

         "Consolidated Capital Expenditures" means, for any period, for the
Borrower and its Subsidiaries on a consolidated basis, all capital expenditures,
as determined in accordance with GAAP; provided, however, that Consolidated
Capital Expenditures shall not include (a) expenditures made with proceeds of
any Involuntary Disposition to the extent such expenditures are used to purchase
Property that is the same as or similar to the Property subject to such
Involuntary Disposition or (b) Permitted Acquisitions.

         "Consolidated EBITDA" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus the following to the extent deducted in calculating such
Consolidated Net Income: (a) Consolidated Interest Charges for such period, (b)
the provision for federal, state, local and foreign income taxes payable by the
Borrower and its Subsidiaries for such period, (c) the amount of depreciation
and amortization expense for such period, and




                                       5
<PAGE>

(d) any non-cash amount expensed in respect of stock options, restricted stock
awards, and similar equity compensation arrangements, all as determined in
accordance with GAAP.

         "Consolidated Funded Indebtedness" means Funded Indebtedness of the
Borrower and its Subsidiaries on a consolidated basis determined in accordance
with GAAP.

         "Consolidated Interest Charges" means, for any period, for the Borrower
and its Subsidiaries on a consolidated basis, an amount equal to the sum of (i)
all interest, premium payments, debt discount, fees, charges and related
expenses in connection with borrowed money (including capitalized interest) or
in connection with the deferred purchase price of assets, in each case to the
extent treated as interest in accordance with GAAP, plus (ii) the portion of
rent expense with respect to such period under Capital Leases that is treated as
interest in accordance with GAAP plus (iii) the implied interest component of
Synthetic Leases with respect to such period.

         "Consolidated Leverage Ratio" means, as of any date of determination,
the ratio of (a) the sum of (i) Consolidated Funded Indebtedness as of such date
minus (ii) cash and Cash Equivalents of the Borrower and its Subsidiaries on
such date up to $5,000,000 to (b) Consolidated EBITDA for the period of the four
(4) fiscal quarters most recently ended.

         "Consolidated Net Income" means, for any period, for the Borrower and
its Subsidiaries on a consolidated basis, the net income of the Borrower and its
Subsidiaries (excluding extraordinary gains) for that period, as determined in
accordance with GAAP.

         "Consolidated Net Worth" means, as of any date of determination,
consolidated shareholders' equity of the Borrower and its Subsidiaries as of
that date determined in accordance with GAAP.

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

         "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto. Without
limiting the generality of the foregoing, a Person shall be deemed to be
Controlled by another Person if such other Person possesses, directly or
indirectly, power to vote five percent (5%) or more of the securities having
ordinary voting power for the election of directors, managing general partners
or the equivalent.

         "Credit Extension" means each of the following: (a) a Borrowing and (b)
an L/C Credit Extension.

         "Debtor Relief Laws" means the Bankruptcy Code of the United States,
and all other liquidation, conservatorship, bankruptcy, assignment for the
benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

         "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

         "Default Rate" means (a) when used with respect to Obligations other
than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus
(ii) the Applicable Rate, if any, applicable to Base Rate




                                       6
<PAGE>

Loans plus (iii) two percent (2%) per annum; provided, however, that with
respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate
equal to the interest rate (including any Applicable Rate) otherwise applicable
to such Loan plus two percent (2%) per annum, in each case to the fullest extent
permitted by applicable Laws and (b) when used with respect to Letter of Credit
Fees, a rate equal to the Applicable Rate plus two percent (2%) per annum.

         "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Loans, participations in L/C Obligations or participations in
Swing Line Loans required to be funded by it hereunder within one Business Day
of the date required to be funded by it hereunder, (b) has otherwise failed to
pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within one (1) Business Day of the date when
due, unless the subject of a good faith dispute, or (c) has been deemed
insolvent or become the subject of a bankruptcy or insolvency proceeding.

         "Deferred Purchase Price Obligations" means deferred purchase price
obligations (including, without limitation, earn-out obligations) of the
Borrower or any Subsidiary issued in connection with any Permitted Acquisition
or any Acquisition consummated prior to the Closing Date.

         "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any Sale and Leaseback Transaction) of any Property
by the Borrower or any Subsidiary (including the Equity Interests of any
Subsidiary), including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith, but excluding any Involuntary Disposition.

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

         "Domestic Subsidiary" means any Subsidiary that is organized under the
laws of any state of the United States or the District of Columbia.

         "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender;
(c) an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent and (ii) in the case of an assignment
of a Revolving Commitment, (A) the L/C Issuer and the Swing Line Lender and (B)
unless an Event of Default has occurred and is continuing, the Borrower (each
such approval not to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, "Eligible Assignee" shall not include the
Borrower or any of the Borrower's Affiliates or Subsidiaries.

         "Environmental Laws" means any and all federal, state, local, foreign
and other applicable statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements
or governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.

         "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower, any other Loan Party or any of their
respective Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.




                                       7
<PAGE>


         "Equity Interests" means, with respect to any Person, all of the shares
of capital stock of (or other ownership or profit interests in) such Person, all
of the warrants, options or other rights for the purchase or acquisition from
such Person of shares of capital stock of (or other ownership or profit
interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit
interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting,
and whether or not such shares, warrants, options, rights or other interests are
outstanding on any date of determination.

         "Equity Issuance" means any issuance by the Borrower or any Subsidiary
to any Person of its Equity Interests, other than (a) any issuance of its Equity
Interests pursuant to the exercise of options or warrants, (b) any issuance of
its Equity Interests pursuant to the conversion of any debt securities to equity
or the conversion of any class equity securities to any other class of equity
securities, (c) any issuance of options or warrants relating to its Equity
Interests, and (d) any issuance by the Borrower of its Equity Interests as
consideration for a Permitted Acquisition. The term "Equity Issuance" shall not
be deemed to include any Disposition.

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

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o)
of the Internal Revenue Code for purposes of provisions relating to Section 412
of the Internal Revenue Code).

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower
or any ERISA Affiliate.

         "Eurodollar Base Rate" means, for any Interest Period with respect to a
Eurodollar Rate Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as designated by
the Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for
Dollar deposits (for delivery on the first day of such Interest Period) with a
term equivalent to such Interest Period. If such rate is not available at such
time for any reason, then the "Eurodollar Rate" for such Interest Period shall
be the rate per annum determined by the Administrative Agent to be the rate at
which deposits in Dollars for delivery on the first day of such Interest Period
in same day funds in the approximate amount of the Eurodollar Rate Loan being
made, continued or converted by Bank of America and with a term equivalent to
such Interest Period would be offered by Bank of America's London Branch to
major banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period.




                                       8
<PAGE>

         "Eurodollar Rate" means, for any Interest Period with respect to any
Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent to
be equal to the quotient obtained by dividing (a) the Eurodollar Base Rate for
such Eurodollar Rate Loan for such Interest Period by (b) one minus the
Eurodollar Reserve Percentage for such Eurodollar Rate Loan for such Interest
Period.

         "Eurodollar Rate Loan" means a Loan that bears interest at a rate based
on the Eurodollar Rate.

         "Eurodollar Reserve Percentage" means, for any day during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five
decimal places) in effect on such day, whether or not applicable to any Lender,
under regulations issued from time to time by the FRB for determining the
maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as "Eurocurrency liabilities"). The Eurodollar Rate for each
outstanding Eurodollar Rate Loan shall be adjusted automatically as of the
effective date of any change in the Eurodollar Reserve Percentage.

         "Event of Default" has the meaning specified in Section 9.01.

         "Excluded Property" means, with respect to any Loan Party, including
any Person that becomes a Loan Party after the Closing Date as contemplated by
Section 7.12, (a) any owned or leased real or personal Property which is located
outside of the United States unless requested by the Administrative Agent or the
Required Lenders, (b) any leased real property unless requested by the
Administrative Agent or the Required Lenders, (c) any personal Property
(including, without limitation, motor vehicles) in respect of which perfection
of a Lien is not either (i) governed by the UCC or (ii) effected by appropriate
evidence of the Lien being filed in either the United States Copyright Office or
the United States Patent and Trademark Office, unless requested by the
Administrative Agent or the Required Lenders, (d) the Equity Interests of any
direct Foreign Subsidiary of a Loan Party to the extent not required to be
pledged to secure the Obligations pursuant to Section 7.14(a) and (e) any
Property which, subject to the terms of Section 8.09, is subject to a Lien of
the type described in Section 8.01(i) pursuant to documents which prohibit such
Loan Party from granting any other Liens in such Property.

         "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) 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 or any similar tax imposed by any
other jurisdiction in which the Borrower is located and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 11.13), any withholding tax that is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party hereto (or
designates a new Lending Office) or is attributable to such Foreign Lender's
failure or inability (other than as a result of a Change in Law) to comply with
Section 3.01(e), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new Lending Office (or
assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section 3.01(a).

         "Existing Credit Agreement" has the meaning set forth in the preamble
hereto.

         "Facilities" means, at any time, a collective reference to the
facilities and real properties owned, leased or operated by the Borrower or any
Subsidiary.




                                       9
<PAGE>


         "Federal Funds Rate" means, for any day, the rate per annum equal to
the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

         "Fee Letters" means, collectively, (a) the letter agreement, dated
December 20, 2004, by and among the Borrower, the Administrative Agent, BAS,
JPMorgan Chase Bank, N.A. and JPMSI, and (b) the letter agreement, dated
December 20, 2004, by and among the Borrower and the Administrative Agent.

         "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is resident for tax purposes.
For purposes of this definition, the United States, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

         "Foreign Subsidiary" means any Subsidiary that is not a Domestic
Subsidiary.

         "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

         "Fund" means 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.

         "Funded Indebtedness" means, as to any Person at a particular time,
without duplication, all of the following, whether or not included as
indebtedness or liabilities in accordance with GAAP:

                  (a) all obligations for borrowed money, whether current or
         long-term (including the Obligations) and all obligations of such
         Person evidenced by bonds, debentures, notes, loan agreements or other
         similar instruments;

                  (b) all purchase money Indebtedness;

                  (c) the principal portion of all obligations under conditional
         sale or other title retention agreements relating to Property purchased
         by the Borrower or any Subsidiary (other than customary reservations or
         retentions of title under agreements with suppliers entered into in the
         ordinary course of business);

                  (d) all obligations arising under letters of credit (including
         standby and commercial), bankers' acceptances, bank guaranties, surety
         bonds and similar instruments;

                  (e) all obligations in respect of the deferred purchase price
         of property or services (other than (i) trade accounts payable in the
         ordinary course of business and, in each case, not past due for more
         than 60 days after the date on which such trade account payable was
         created and (ii) Deferred Purchase Price Obligations that are not
         included as indebtedness or liabilities on the balance sheet of such
         Person in accordance with GAAP);




                                       10
<PAGE>


                  (f) the Attributable Indebtedness of Capital Leases, Sale and
         Leaseback Transactions and Synthetic Leases;

                  (g) the Attributable Indebtedness of Securitization
         Transactions;

                  (h) all mandatory obligations of such Person to purchase,
         redeem, retire, defease or otherwise make any payment in respect of any
         Equity Interests in such Person or any other Person, valued, in the
         case of a redeemable preferred interest, at the greater of its
         voluntary or involuntary liquidation preference plus accrued and unpaid
         dividends;

                  (i) all Funded Indebtedness of others secured by (or for which
         the holder of such Funded Indebtedness has an existing right,
         contingent or otherwise, to be secured by) any Lien on, or payable out
         of the proceeds of production from, Property owned or acquired by such
         Person, whether or not the obligations secured thereby have been
         assumed;

                  (j) all Guarantees with respect to Funded Indebtedness of the
         types specified in clauses (a) through (i) above of another Person; and

                  (k) all Funded Indebtedness of the types referred to in
         clauses (a) through (j) above of any partnership or joint venture
         (other than a joint venture that is itself a corporation or limited
         liability company) in which such Person is a general partner or joint
         venturer, except to the extent that Funded Indebtedness is expressly
         made non-recourse to such Person.

         For purposes hereof, the amount of any direct obligation arising under
         letters of credit (including standby and commercial letters of credit),
         bankers' acceptances, bank guaranties, surety bonds and similar
         instruments shall be the maximum amount available to be drawn
         thereunder.

         "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board, consistently
applied and as in effect from time to time.

         "Governmental Authority" means the government of the United States or
any other nation, or of 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 (including any supra-national bodies such as the European Union or
the European Central Bank).

         "Guarantee" means, as to any Person, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such




                                       11
<PAGE>

Indebtedness or other obligation is assumed by such Person (or any right,
contingent or otherwise, of any holder of such Indebtedness to obtain any such
Lien). The amount of any Guarantee shall be deemed to be an amount equal to the
stated or determinable amount of the related primary obligation, or portion
thereof, in respect of which such Guarantee is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith. The term "Guarantee" as a
verb has a corresponding meaning.

         "Guaranty" means the Guaranty made by the Guarantors in favor of the
Administrative Agent and the Lenders pursuant to Article IV.

         "Guarantors" means each Domestic Subsidiary of the Borrower identified
as a "Guarantor" on the signature pages hereto and each other Person that joins
as a Guarantor pursuant to Section 7.12, together with their successors and
permitted assigns.

         "Hazardous Materials" means 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, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

         "Honor Date" has the meaning set forth in Section 2.03(c).

         "Immaterial Subsidiary" means any Subsidiary which has Property with a
fair market value of less than $100,000.

         "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

                  (a) all Funded Indebtedness;

                  (b) the Swap Termination Value of any Swap Contract;

                  (c) all Guarantees with respect to outstanding Indebtedness of
         the types specified in clauses (a) and (b) above of any other Person;
         and

                  (d) all Indebtedness of the types referred to in clauses (a)
         through (c) above of any partnership or joint venture (other than a
         joint venture that is itself a corporation or limited liability
         company) in which the Borrower or a Subsidiary is a general partner or
         joint venturer, unless such Indebtedness is expressly made non-recourse
         to the Borrower or such Subsidiary.

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

         "Indemnitees" has the meaning specified in Section 11.04(b).

         "Interest Payment Date" means (a) as to any Eurodollar Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date;
provided, however, that if any Interest Period for a Eurodollar Rate Loan
exceeds three months, the respective dates that fall every three months after
the beginning of such Interest Period shall also be Interest Payment Dates; and
(b) as to any Base Rate Loan (including a Swing Line Loan), the last Business
Day of each March, June, September and December and the Maturity Date.



                                       12
<PAGE>


         "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one (1), two (2),
three (3) or six (6) months thereafter, as selected by the Borrower in its Loan
Notice subject to availability; provided that:

                           (i) any Interest Period that would otherwise end on a
                  day that is not a Business Day shall be extended to the next
                  succeeding Business Day unless such Business Day falls in
                  another calendar month, in which case such Interest Period
                  shall end on the next preceding Business Day;

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

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

         "Interim Financial Statements" has the meaning set forth in Section
5.01(c).

         "Internal Revenue Code" means the Internal Revenue Code of 1986.

         "Investment" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Equity Interests of another Person, (b) a loan, advance
or capital contribution to, Guarantee or assumption of debt of, or purchase or
other acquisition of any other debt or equity participation or interest in,
another Person, including any partnership or joint venture interest in such
other Person and any arrangement pursuant to which the investor Guarantees
Indebtedness of such other Person, or (c) an Acquisition. For purposes of
covenant compliance, the amount of any Investment shall be the amount actually
invested, without adjustment for subsequent increases or decreases in the value
of such Investment.

         "Involuntary Disposition" means any loss of, damage to or destruction
of, or any condemnation or other taking for public use of, any Property of the
Borrower or any of its Subsidiaries.

         "IP Rights" has the meaning specified in Section 6.17.

         "IRS" means the United States Internal Revenue Service.

         "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

         "Issuer Documents" means with respect to any Letter of Credit, the
Letter of Credit Application, and any other document, agreement and instrument
entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor
the L/C Issuer and relating to any such Letter of Credit.

         "Joinder Agreement" means a joinder agreement substantially in the form
of Exhibit 7.12 executed and delivered by a Domestic Subsidiary in accordance
with the provisions of Section 7.12.

         "JPMSI" means J.P. Morgan Securities Inc., in its capacity as co-lead
arranger and joint book manager.




                                       13
<PAGE>

         "Laws" means, collectively, all international, foreign, federal, state
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

         "L/C Advance" means, with respect to each Lender, such Lender's funding
of its participation in any L/C Borrowing in accordance with its Applicable
Percentage.

         "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Borrowing of Revolving Loans.

         "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

         "L/C Issuer" means Bank of America in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

         "L/C Obligations" means, as at any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.06. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be "outstanding" in the amount so
remaining available to be drawn.

         "Lenders" means each of the Persons identified as a "Lender" on the
signature pages hereto and their successors and assigns and, as the context
requires, includes the Swing Line Lender.

         "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Administrative Agent.

         "Letter of Credit" means any standby letter of credit issued hereunder.

         "Letter of Credit Application" means an application and agreement for
the issuance or amendment of a letter of credit in the form from time to time in
use by the L/C Issuer.

         "Letter of Credit Expiration Date" means the day that is thirty days
prior to the Maturity Date then in effect (or, if such day is not a Business
Day, the next preceding Business Day).

         "Letter of Credit Fee" has the meaning specified in Section 2.03(i).

         "Letter of Credit Sublimit" means an amount equal to the lesser of (a)
the Aggregate Revolving Commitments and (b) $15,000,000. The Letter of Credit
Sublimit is part of, and not in addition to, the Aggregate Revolving
Commitments.

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or




                                       14
<PAGE>

preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, any easement, right of way or other encumbrance on title to real
property, and any financing lease having substantially the same economic effect
as any of the foregoing).

         "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Revolving Loan or Swing Line Loan.

         "Loan Documents" means this Agreement, each Note, each Issuer Document,
each Joinder Agreement, the Collateral Documents and the Fee Letters.

         "Loan Notice" means a notice of (a) a Borrowing of Revolving Loans, (b)
a conversion of Loans from one Type to the other, or (c) a continuation of
Eurodollar Rate Loans, in each case pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit 2.02.

         "Loan Parties" means, collectively, the Borrower and each Guarantor.

         "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities
(actual or contingent), condition (financial or otherwise) or prospects of the
Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the
ability of any Loan Party to perform its material obligations under any Loan
Document to which it is a party; or (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against the Borrower or any
Material Guarantor of any Loan Document to which it is a party.

         "Material Guarantor" means any Guarantor that is not an Immaterial
Subsidiary.

         "Maturity Date" means December 28, 2008.

         "Moody's" means Moody's Investors Service, Inc. and any successor
thereto.

         "Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
five plan years, has made or been obligated to make contributions.

         "Net Cash Proceeds" means the aggregate cash or Cash Equivalents
proceeds received by the Borrower or any Subsidiary in respect of any
Disposition, Equity Issuance or Involuntary Disposition, net of (a) direct costs
incurred in connection therewith (including, without limitation, legal,
accounting and investment banking fees, and sales commissions), (b) taxes paid
or payable as a result thereof and (c) the amount necessary to retire any
Indebtedness secured by a Permitted Lien (ranking senior to any Lien of the
Administrative Agent) on the related Property; it being understood that "Net
Cash Proceeds" shall include, without limitation, any cash or Cash Equivalents
received upon the sale or other disposition of any non-cash consideration
received by the Borrower or any Subsidiary in any Disposition, Equity Issuance
or Involuntary Disposition.

         "Note" means any of the Revolving Notes and the Swing Line Note.

         "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document or otherwise with respect to any Loan or Letter of Credit, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the



                                       15
<PAGE>

commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding. The foregoing shall also include (a) all obligations under any
Swap Contract between any Loan Party and any Lender or Affiliate of a Lender
that is permitted to be incurred pursuant to Section 8.03(d) and (b) all
obligations under any Treasury Management Agreement between any Loan Party and
any Lender or Affiliate of a Lender.

         "Organization Documents" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

         "Other Taxes" means 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 under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.

         "Outstanding Amount" means (i) with respect to any Loans on any date,
the aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of any Loans occurring on such date;
and (ii) with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements by the
Borrower of Unreimbursed Amounts.

         "Participant" has the meaning specified in Section 11.06(d).

         "PBGC" means the Pension Benefit Guaranty Corporation or any successor
thereto.

         "Pension Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

         "Permitted Acquisitions" means Investments consisting of an Acquisition
by a Loan Party, provided that (a) the Property acquired (or the Property of the
Person acquired) in such Acquisition is used or useful in the same or a similar
line of business as the Borrower and its Subsidiaries were engaged in on the
Closing Date (or any reasonable extensions or expansions thereof), (b) the
Administrative Agent shall have received all items in respect of the Equity
Interests or Property acquired in such Acquisition required to be delivered by
the terms of Section 7.12 and/or Section 7.14, (c) in the case of an Acquisition
of the Equity Interests of another Person, the board of directors (or other
comparable governing body) of such other Person shall have duly approved such
Acquisition, (d) for any Acquisition for which the Cash Consideration paid by
the Borrower or any Subsidiary is more than $10,000,000, the Borrower shall have
delivered to the Administrative Agent a Pro Forma Compliance Certificate
demonstrating that, upon giving effect to such Acquisition on a Pro Forma Basis,
the Loan Parties would be in compliance with the financial covenants set



                                       16
<PAGE>

forth in Section 8.11 as of the most recent fiscal quarter for which the
Borrower was required to deliver financial statements pursuant to Section
7.01(a) or (b), (e) the representations and warranties made by the Loan Parties
in each Loan Document shall be true and correct in all material respects at and
as if made as of the date of such Acquisition (after giving effect thereto)
except to the extent such representations and warranties expressly relate to an
earlier date, (f) if such transaction involves the purchase of an interest in a
partnership between the Borrower (or a Subsidiary) as a general partner and
entities unaffiliated with the Borrower or such Subsidiary as the other
partners, such transaction shall be effected by having such equity interest
acquired by a corporate holding company directly or indirectly wholly-owned by
the Borrower newly formed for the sole purpose of effecting such transaction,
(g) the Cash Consideration paid by the Borrower or any Subsidiary for any
Acquisition (other than the Specified Acquisition) shall not exceed an amount
equal to fifty percent (50%) of Consolidated EBITDA for the immediately
preceding period of four consecutive fiscal quarters (without giving pro forma
effect to such Acquisition), (h) the aggregate Cash Consideration paid by the
Borrower and its Subsidiaries for all Acquisitions (other than the Specified
Acquisition) shall not exceed $100,000,000 in any fiscal year and (i) the
aggregate Cash Consideration paid by the Borrower and its Subsidiaries for all
Acquisitions (other than the Specified Acquisition) shall not exceed
$180,000,000 during the term of this Agreement.

         "Permitted Investments" means, at any time, Investments by the Borrower
or any of its Subsidiaries permitted to exist at such time pursuant to the terms
of Section 8.02.

         "Permitted Liens" means, at any time, Liens in respect of Property of
the Borrower or any of its Subsidiaries permitted to exist at such time pursuant
to the terms of Section 8.01.

         "Permitted Transfers" means (a) Dispositions of inventory in the
ordinary course of business; (b) Dispositions of immaterial merchant portfolios
(with "immaterial" meaning, with respect to merchant portfolios only, that the
merchant portfolio has an aggregate value of less than $5,000,000) in an
aggregate amount not to exceed $25,000,000 in any fiscal year; (c) Dispositions
of machinery and equipment no longer used or useful in the conduct of business
of the Borrower and its Subsidiaries that are Disposed of in the ordinary course
of business; (d) Dispositions of Property to the Borrower or any Subsidiary;
provided, that if the transferor of such Property is a Loan Party (i) the
transferee thereof must be a Loan Party or (ii) to the extent such transaction
constitutes an Investment, such transaction is permitted under Section 8.02; (e)
Dispositions of accounts receivable in connection with the collection or
compromise thereof; (f) licenses, sublicenses, leases or subleases granted to
others not interfering in any material respect with the business of the Borrower
and its Subsidiaries; and (g) the sale or disposition of Cash Equivalents for
fair market value.

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

         "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Internal Revenue Code or Title IV of
ERISA, any ERISA Affiliate.

         "Pledge Agreement" means the amended and restated pledge agreement,
dated as of the Closing Date, executed in favor of the Administrative Agent by
each of the Loan Parties.

         "Pro Forma Basis" means that any Disposition (other than Permitted
Transfers), Involuntary Disposition or Acquisition (including the Specified
Acquisition) shall be deemed to have occurred as of the first day of the most
recent four (4) fiscal quarter period preceding the date of such transaction for
which the Borrower was required to deliver financial statements pursuant to
Section 7.01(a) or (b). In connection with the foregoing, (a) with respect to
any Disposition or Involuntary Disposition, income



                                       17
<PAGE>

statement and cash flow statement items (whether positive or negative)
attributable to the Property disposed of shall be excluded to the extent
relating to any period occurring prior to the date of such transaction and (b)
with respect to any Acquisition (including the Specified Acquisition), income
statement items attributable to the Person or Property acquired shall be
included to the extent relating to any period applicable in such calculations to
the extent (i) such items are not otherwise included in such income statement
items for the Borrower and its Subsidiaries in accordance with GAAP or in
accordance with any defined terms set forth in Section 1.01 and (ii) such items
are supported by financial statements or other information reasonably
satisfactory to the Administrative Agent.

         "Pro Forma Compliance Certificate" means a certificate of a Responsible
Officer of the Borrower containing reasonably detailed calculations of the
financial covenants set forth in Section 8.11 as of the most recent fiscal
quarter end for which the Borrower was required to deliver financial statements
pursuant to Section 7.01(a) or (b) after giving effect to the applicable
transaction on a Pro Forma Basis.

         "Property" means any interest of any kind in any property or asset,
whether real, personal or mixed, or tangible or intangible.

         "Register" has the meaning specified in Section 11.06(c).

         "Related Parties" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the thirty-day notice period has been
waived.

         "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Loans, a Loan Notice, (b) with respect to an L/C
Credit Extension, a Letter of Credit Application, and (c) with respect to a
Swing Line Loan, a Swing Line Loan Notice.

         "Required Lenders" means, at any time, Lenders holding in the aggregate
more than fifty percent (50%) of (a) the unfunded Commitments and the
outstanding Loans, L/C Obligations and participations therein or (b) if the
Commitments have been terminated, the outstanding Loans, L/C Obligations and
participations therein. The unfunded Commitments of, and the outstanding Loans
held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders.

         "Responsible Officer" means the chief executive officer, president or
chief financial officer of a Loan Party. Any document delivered hereunder that
is signed by a Responsible Officer of a Loan Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or
other action on the part of such Loan Party and such Responsible Officer shall
be conclusively presumed to have acted on behalf of such Loan Party.

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any Equity Interests of
the Borrower or any Subsidiary, or any payment (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancellation or termination
of any such Equity Interests or on account of any return of capital to the
Borrower's stockholders, partners or members (or the equivalent Person thereof),
or any setting apart of funds or Property for any of the foregoing.

         "Revolving Commitment" means, as to each Lender, its obligation to (a)
make Revolving Loans to the Borrower pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to




                                       18
<PAGE>

exceed the amount set forth opposite such Lender's name on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

         "Revolving Loan" has the meaning specified in Section 2.01(a).

         "Revolving Note" shall mean any of the amended and restated promissory
notes of the Borrower in favor of each of the Lenders holding a Revolving
Commitment evidencing the Revolving Loans provided pursuant to Section 2.01(a),
individually or collectively, as appropriate, as such promissory notes may be
amended, modified, supplemented, extended, renewed or replaced from time to
time.

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

         "Sale and Leaseback Transaction" means, with respect to the Borrower or
any Subsidiary, any arrangement, directly or indirectly, with any Person whereby
the Borrower or such Subsidiary shall sell or transfer any Property used or
useful in its business, whether now owned or hereafter 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 being sold or
transferred.

         "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

         "Securitization Transaction" means, with respect to any Person, any
financing transaction or series of financing transactions (including factoring
arrangements) pursuant to which such Person or any Subsidiary of such Person may
sell, convey or otherwise transfer, or grant a security interest in, accounts,
payments, receivables, rights to future lease payments or residuals or similar
rights to payment to a special purpose subsidiary or affiliate of such Person.

         "Security Agreement" means the amended and restated security agreement,
dated as of the Closing Date, executed in favor of the Administrative Agent by
each of the Loan Parties.

         "Specified Acquisition" means the acquisition by the Borrower of the
Acquired Assets pursuant to the Specified Acquisition Documents.

         "Specified Acquisition Documents" means the Asset Purchase Agreement,
dated as of the Closing Date, among the Borrower, iPayment Acquisition Sub LLC,
First Data Merchant Services Corporation and Unified Merchant Services, and all
other documents, agreements and instruments delivered in connection therewith
(in each case, including schedules and exhibits thereto).

         "Subordinated Indebtedness" means, collectively, (a) the Summit
Promissory Notes and (b) any other Indebtedness of the Borrower or any
Subsidiary which by its terms is subordinated to the Obligations in a manner and
to an extent acceptable to the Required Lenders.

         "Subsidiary" of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority
of the shares of Voting Stock is at the time beneficially owned, or the
management of which is otherwise controlled, directly, or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise specified, all
references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a
Subsidiary or Subsidiaries of the Borrower.




                                       19
<PAGE>


         "Summit Promissory Notes" means those Convertible Subordinated
Promissory Notes issued by the Borrower and/or one or more of its Subsidiaries
in favor of Summit Ventures V, L.P. and certain other entities as described on
Schedule 8.03.

         "Swap Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

         "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s) and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

         "Swing Line Lender" means Bank of America in its capacity as provider
of Swing Line Loans, or any successor swing line lender hereunder.

         "Swing Line Loan" has the meaning specified in Section 2.04(a).

         "Swing Line Loan Note" shall mean the amended and restated promissory
note of the Borrower in favor of the Swing Line Lender evidencing the Swing Line
Loans provided pursuant to Section 2.04, as such promissory note may be amended,
modified, supplemented, extended, renewed or replaced from time to time.

         "Swing Line Loan Notice" means a notice of a Borrowing of Swing Line
Loans pursuant to Section 2.04(b), which, if in writing, shall be substantially
in the form of Exhibit 2.04.

         "Swing Line Sublimit" means an amount equal to the lesser of (a)
$5,000,000 and (b) the Aggregate Revolving Commitments. The Swing Line Sublimit
is part of, and not in addition to, the Aggregate Revolving Commitments.

         "Synthetic Lease" means any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing arrangement
whereby the arrangement is considered borrowed money indebtedness for tax
purposes but is classified as an operating lease or does not otherwise appear on
a balance sheet under GAAP.




                                       20
<PAGE>


         "Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

         "Threshold Amount" means $3,000,000.

         "Total Revolving Outstandings" means the aggregate Outstanding Amount
of all Revolving Loans, all Swing Line Loans and all L/C Obligations.

         "Treasury Management Agreement" means any agreement governing the
provision of treasury or cash management services, including deposit accounts,
funds transfer, automated clearinghouse, zero balance accounts, returned check
concentration, controlled disbursement, lockbox, account reconciliation and
reporting and trade finance services.

         "Type" means, with respect to any Loan, its character as a Base Rate
Loan or a Eurodollar Rate Loan.

         "UCC" means the Uniform Commercial Code in effect in any applicable
jurisdiction form time to time.

         "Unfunded Pension Liability" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan's assets, determined in accordance with the assumptions
used for funding that Pension Plan pursuant to Section 412 of the Internal
Revenue Code for the applicable plan year.

         "United States" and "U.S." mean the United States of America.

         "Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

         "Voting Stock" means, with respect to any Person, Equity Interests
issued by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
has been suspended by the happening of such a contingency.

         "Wholly Owned Subsidiary" means any Person one hundred percent (100%)
of whose Equity Interests are at the time owned by the Borrower directly or
indirectly through other Persons one hundred percent (100%) of whose Equity
Interests are at the time owned, directly or indirectly, by the Borrower.

1.02     Other Interpretive Provisions.

         With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:

                  (a) 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". Unless the context requires
         otherwise, (i) any definition of or reference to any agreement,
         instrument or other document (including any Organization Document)
         shall be construed as referring to such agreement, instrument or other
         document as from time to time amended, supplemented or otherwise
         modified (subject to any restrictions on such amendments, supplements
         or



                                       21
<PAGE>

         modifications set forth herein or in any other Loan Document), (ii)
         any reference herein to any Person shall be construed to include such
         Person's successors and assigns, (iii) the words "herein", "hereof" and
         "hereunder", and words of similar import when used in any Loan
         Document, shall be construed to refer to such Loan Document in its
         entirety and not to any particular provision thereof, (iv) all
         references in a Loan Document to Articles, Sections, Exhibits and
         Schedules shall be construed to refer to Articles and Sections of, and
         Exhibits and Schedules to, the Loan Document in which such references
         appear, (v) any reference to any law shall include all statutory and
         regulatory provisions consolidating, amending replacing or interpreting
         such law and any reference to any law or regulation shall, unless
         otherwise specified, refer to such law or regulation as amended,
         modified or supplemented from time to time, and (vi) the words "asset"
         and "property" shall be construed to have the same meaning and effect
         and to refer to any and all tangible and intangible assets and
         properties, including cash, securities, accounts and contract rights.

                  (b) In the computation of periods of time from a specified
         date to a later specified date, the word "from" means "from and
         including"; the words "to" and "until" each mean "to but excluding";
         and the word "through" means "to and including".

                  (c) Section headings herein and in the other Loan Documents
         are included for convenience of reference only and shall not affect the
         interpretation of this Agreement or any other Loan Document.

1.03     Accounting Terms; Calculation of Financial Covenants.

         (a) Generally. Except as otherwise specifically prescribed herein, all
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements; provided, however, that
calculations of Attributable Indebtedness under any Synthetic Lease or the
implied interest component of any Synthetic Lease shall be made by the Borrower
in accordance with accepted financial practice and consistent with the terms of
such Synthetic Lease.

         (b) Changes in GAAP. The Borrower will provide a written summary of
material changes in GAAP and in the consistent application thereof with each
annual and quarterly Compliance Certificate delivered in accordance with Section
7.02(a). If at any time any change in GAAP would affect the computation of any
financial ratio or requirement set forth in any Loan Document, and either the
Borrower or the Required Lenders shall so request, the Administrative Agent, the
Lenders and the Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Required Lenders); provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting forth
a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP.

         (c) Calculation of Financial Covenants. Notwithstanding the above, the
parties hereto acknowledge and agree that all calculations of the financial
covenants in Section 8.11 (including for purposes of determining the Applicable
Rate) shall be made as follows with respect to any Disposition, Involuntary
Disposition (other than Permitted Transfers) and Acquisition:




                                       22
<PAGE>


                  (i) with respect to any Disposition (other than Permitted
         Transfers) or Involuntary Disposition, the financial covenants shall be
         calculated on a Pro Forma Basis;

                  (ii) with respect to any Acquisition (including the Specified
         Acquisition), the financial covenants shall be calculated as follows:

                           (A) if such calculation is made as of the end of a
                  fiscal quarter ending prior to the first full fiscal quarter
                  ending after the date of consummation of such Acquisition, the
                  financial covenants shall be calculated on a Pro Forma Basis
                  for such Acquisition;

                           (B) if such calculation is made as of the end of the
                  first, second or third full fiscal quarter ending after the
                  date of consummation of such Acquisition, the financial
                  covenants shall be calculated on an annualized basis for such
                  Acquisition such that:

                                    (1) as of the end of the first full fiscal
                           quarter ending after the date of consummation of such
                           Acquisition, each component of the financial covenant
                           calculations attributable to the acquired Person
                           shall be the actual financial results of the acquired
                           Person for the one fiscal quarter period then ended
                           multiplied by four (4);

                                    (2) as of the end of the second full fiscal
                           quarter ending after the date of consummation of such
                           Acquisition, each component of the financial covenant
                           calculations attributable to the acquired Person
                           shall be the actual financial results of the acquired
                           Person for the two fiscal quarter period then ended
                           multiplied by two (2); and

                                    (3) as of the end of the third full fiscal
                           quarter ending after the date of consummation of such
                           Acquisition, each component of the financial covenant
                           calculations attributable to the acquired Person
                           shall be the actual financial results of the acquired
                           Person for the three fiscal quarter period then ended
                           multiplied by one and one-third (1 1/3);

                           (C) if such calculation is made as of the end of the
                  fourth fiscal quarter ending after the date of consummation of
                  such Acquisition or as of the end of any fiscal quarter ending
                  thereafter, the financial covenants shall be calculated on a
                  historical basis for such Acquisition.

1.04     Rounding.

         Any financial ratios required to be maintained by the Borrower pursuant
to this Agreement shall be calculated by dividing the appropriate component by
the other component, carrying the result to one place more than the number of
places by which such ratio is expressed herein and rounding the result up or
down to the nearest number (with a rounding-up if there is no nearest number).

1.05     Times of Day.

         Unless otherwise specified, all references herein to times of day shall
be references to Eastern time (daylight or standard, as applicable).




                                       23
<PAGE>

1.06     Letter of Credit Amounts.

         Unless otherwise specified herein, the amount of a Letter of Credit at
any time shall be deemed to be the stated amount of such Letter of Credit in
effect at such time; provided, however, that with respect to any Letter of
Credit that, by its terms or the terms of any Issuer Document related thereto,
provides for one or more automatic increases in the stated amount thereof, the
amount of such Letter of Credit shall be deemed to be the maximum stated amount
of such Letter of Credit after giving effect to all such increases, whether or
not such maximum stated amount is in effect at such time.


                                   ARTICLE II

                      THE COMMITMENTS AND CREDIT EXTENSIONS

2.01     Revolving Loans.

         (a) Revolving Loans. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a "Revolving
Loan") to the Borrower in Dollars from time to time on any Business Day during
the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of such Lender's Revolving Commitment; provided, however,
that after giving effect to any Borrowing of Revolving Loans, (i) the Total
Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and
(ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus
such Lender's Applicable Percentage of the Outstanding Amount of all L/C
Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount
of all Swing Line Loans shall not exceed such Lender's Revolving Commitment.
Within the limits of each Lender's Revolving Commitment, and subject to the
other terms and conditions hereof, the Borrower may borrow under this Section
2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving
Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided
herein, provided, however, all Borrowings made on the Closing Date shall be made
as Base Rate Loans.

         (b) Increase in Aggregate Revolving Commitments. Subject to the terms
and conditions set forth herein, the Borrower may, at any time upon written
notice to the Administrative Agent and without the consent of the Required
Lenders, elect to increase the Aggregate Revolving Commitments by up to
$100,000,000 with additional Revolving Commitments from any existing Lender or
new Revolving Commitments from any other Person that qualifies as an Eligible
Assignee; provided that:

                  (i) no existing Lenders shall have any obligation to increase
         its Revolving Commitment;

                  (ii) any new Lender shall join this Agreement by executing
         such joinder agreement documents as are reasonably requested by the
         Administrative Agent;

                  (iii) there shall have been no voluntary reductions of the
        Aggregate Revolving Commitments;

                  (iv) any such increase shall be in a minimum aggregate
         principal amount of $10,000,000 and integral multiples of $1,000,000 in
         excess thereof (or the remaining amount, if less);

                  (v) if any Revolving Loans are outstanding at the time of any
         such increase, the Borrower will make such payments and adjustments on
         the Revolving Loans (including payment




                                       24
<PAGE>

         of any break-funding amounts owing under Section 3.05) as may be
         necessary to give effect to the revised commitment percentages and
         commitment amounts;

                  (vi) upfront fees in respect of the new commitments so
         established, if any, shall have been paid; and

                  (vii) the conditions to the making of a Revolving Loan set
        forth in Section 5.02 shall be satisfied.

        In connection with any such increase in the Aggregate Revolving
Commitments, Schedule 2.01 will be revised to reflect the new Commitments and
Applicable Percentages of the Lenders after giving effect thereto, and the
Borrower will provide supporting resolutions, legal opinions, promissory notes
and other items as may be reasonably requested by the Administrative Agent in
connection therewith. Any increase in Aggregate Revolving Commitments pursuant
to this Section shall not result in the increase of the Letter of Credit
Sublimit or the Swing Line Sublimit.

2.02     Borrowings, Conversions and Continuations of Loans.

         (a) Each Borrowing, each conversion of Loans from one Type to the
other, and each continuation of Eurodollar Rate Loans shall be made upon the
Borrower's irrevocable notice to the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Administrative Agent not
later than 11:00 a.m. (i) three Business Days prior to the requested date of any
Borrowing of, conversion to or continuation of, Eurodollar Rate Loans or of any
conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the
requested date of any Borrowing of Base Rate Loans. Each telephonic notice by
the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower. Each Borrowing
of, conversion to or continuation of Eurodollar Rate Loans shall be in a
principal amount of $1,000,000 or a whole multiple of $500,000 in excess
thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of
or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or
a whole multiple of $500,000 in excess thereof. Each Loan Notice (whether
telephonic or written) shall specify (i) whether the Borrower is requesting a
Borrowing, a conversion of Loans from one Type to the other, or a continuation
of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion
or continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Loans to be borrowed, converted or continued, (iv) the Type
of Loans to be borrowed or to which existing Loans are to be converted, and (v)
if applicable, the duration of the Interest Period with respect thereto. If the
Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower
fails to give a timely notice requesting a conversion or continuation, then the
applicable Loans shall be made as, or converted to, Base Rate Loans. Any such
automatic conversion to Base Rate Loans shall be effective as of the last day of
the Interest Period then in effect with respect to the applicable Eurodollar
Rate Loans. If the Borrower requests a Borrowing of, conversion to, or
continuation of Eurodollar Rate Loans in any Loan Notice, but fails to specify
an Interest Period, it will be deemed to have specified an Interest Period of
one month.

         (b) Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of the amount of its Applicable Percentage of the
applicable Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower, the Administrative Agent shall notify each Lender of
the details of any automatic conversion to Base Rate Loans as described in the
preceding subsection. In the case of a Borrowing, each Lender shall make the
amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent's Office not later than 1:00 p.m. on
the Business Day specified in the applicable Loan Notice. Upon satisfaction of
the applicable conditions set forth in Section 5.02 (and, if such Borrowing is
the initial Credit Extension,



                                       25
<PAGE>

Section 5.01), the Administrative Agent shall make all funds so received
available to the Borrower in like funds as received by the Administrative Agent
either by (i) crediting the account of the Borrower on the books of Bank of
America with the amount of such funds or (ii) wire transfer of such funds, in
each case in accordance with instructions provided to (and reasonably acceptable
to) the Administrative Agent by the Borrower; provided, however, that if, on the
date of a Borrowing of Revolving Loans, there are L/C Borrowings outstanding,
then the proceeds of such Borrowing, first, shall be applied to the payment in
full of any such L/C Borrowings and second, shall be made available to the
Borrower as provided above.

         (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of the Interest Period for such
Eurodollar Rate Loan. During the existence of a Default, no Loans may be
requested as, converted to or continued as Eurodollar Rate Loans without the
consent of the Required Lenders, and the Required Lenders may demand that any or
all of the then outstanding Eurodollar Rate Loans be converted immediately to
Base Rate Loans.

         (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Interest Period for Eurodollar
Rate Loans upon determination of such interest rate. At any time that Base Rate
Loans are outstanding, the Administrative Agent shall notify the Borrower and
the Lenders of any change in Bank of America's prime rate used in determining
the Base Rate promptly following the public announcement of such change.

         (e) After giving effect to all Borrowings, all conversions of Loans
from one Type to the other, and all continuations of Loans as the same Type,
there shall not be more than ten (10) Interest Periods in effect.

2.03     Letters of Credit.

         (a) The Letter of Credit Commitment.

                  (i) Subject to the terms and conditions set forth herein, (A)
         the L/C Issuer agrees, in reliance upon the agreements of the Lenders
         set forth in this Section 2.03, (1) from time to time on any Business
         Day during the period from the Closing Date until the Letter of Credit
         Expiration Date, to issue Letters of Credit in Dollars for the account
         of the Borrower or any of its Subsidiaries, and to amend or extend
         Letters of Credit previously issued by it, in accordance with
         subsection (b) below, and (2) to honor drawings under the Letters of
         Credit; and (B) the Lenders severally agree to participate in Letters
         of Credit issued for the account of the Borrower or its Subsidiaries
         and any drawings thereunder; provided that after giving effect to any
         L/C Credit Extension with respect to any Letter of Credit, (x) the
         Total Revolving Outstandings shall not exceed the Aggregate Revolving
         Commitments, (y) the aggregate Outstanding Amount of the Revolving
         Loans of any Lender, plus such Lender's Applicable Percentage of the
         Outstanding Amount of all L/C Obligations, plus such Lender's
         Applicable Percentage of the Outstanding Amount of all Swing Line Loans
         shall not exceed such Lender's Revolving Commitment and (z) the
         Outstanding Amount of the L/C Obligations shall not exceed the Letter
         of Credit Sublimit. Each request by the Borrower for the issuance or
         amendment of a Letter of Credit shall be deemed to be a representation
         by the Borrower that the L/C Credit Extension so requested complies
         with the conditions set forth in the proviso to the preceding sentence.
         Within the foregoing limits, and subject to the terms and conditions
         hereof, the Borrower's ability to obtain Letters of Credit shall be
         fully revolving, and accordingly the Borrower may, during the foregoing
         period, obtain Letters of Credit to replace Letters of Credit that have
         expired or that have been drawn upon and reimbursed.




                                       26
<PAGE>


                  (ii) The L/C Issuer shall not issue any Letter of Credit if:

                           (A) subject to Section 2.03(b)(iii), the expiry date
                  of such requested Letter of Credit would occur more than
                  twelve months after the date of issuance or last extension,
                  unless the Required Lenders have approved such expiry date; or

                           (B) the expiry date of such requested Letter of
                  Credit would occur after the Letter of Credit Expiration Date,
                  unless all the Lenders have approved such expiry date.

                  (iii) The L/C Issuer shall not be under any obligation to
         issue any Letter of Credit if:

                           (A) any order, judgment or decree of any Governmental
                  Authority or arbitrator shall by its terms purport to enjoin
                  or restrain the L/C Issuer from issuing such Letter of Credit,
                  or any Law applicable to the L/C Issuer or any request or
                  directive (whether or not having the force of law) from any
                  Governmental Authority with jurisdiction over the L/C Issuer
                  shall prohibit, or request that the L/C Issuer refrain from,
                  the issuance of letters of credit generally or such Letter of
                  Credit in particular or shall impose upon the L/C Issuer with
                  respect to such Letter of Credit any restriction, reserve or
                  capital requirement (for which the L/C Issuer is not otherwise
                  compensated hereunder) not in effect on the Closing Date, or
                  shall impose upon the L/C Issuer any unreimbursed loss, cost
                  or expense which was not applicable on the Closing Date and
                  which the L/C Issuer in good faith deems material to it;

                           (B) the issuance of such Letter of Credit would
                  violate one or more policies of the L/C Issuer;

                           (C) except as otherwise agreed by the Administrative
                  Agent and the L/C Issuer, such Letter of Credit is in an
                  initial stated amount less than $100,000, in the case of a
                  commercial Letter of Credit, or $500,000, in the case of a
                  standby Letter of Credit;

                           (D) such Letter of Credit is to be denominated in a
                  currency other than Dollars;

                           (E) such Letter of Credit contains any provisions for
                  automatic reinstatement of the stated amount after any drawing
                  thereunder; or

                           (F) a default of any Lender's obligations to fund
                  under Section 2.03(c) exists or any Lender is at such time a
                  Defaulting Lender hereunder, unless the L/C Issuer has entered
                  into satisfactory arrangements with the Borrower or such
                  Lender to eliminate the L/C Issuer's risk with respect to such
                  Lender.

                  (iv) The L/C Issuer shall not amend any Letter of Credit if
         the L/C Issuer would not be permitted at such time to issue such Letter
         of Credit in its amended form under the terms hereof.

                  (v) The L/C Issuer shall be under no obligation to amend any
         Letter of Credit if (A) the L/C Issuer would have no obligation at such
         time to issue such Letter of Credit in its amended form under the terms
         hereof, or (B) the beneficiary of such Letter of Credit does not accept
         the proposed amendment to such Letter of Credit.



                                       27
<PAGE>


                  (vi) The L/C Issuer shall act on behalf of the Lenders with
         respect to any Letters of Credit issued by it and the documents
         associated therewith, and the L/C Issuer shall have all of the benefits
         and immunities (A) provided to the Administrative Agent in Article X
         with respect to any acts taken or omissions suffered by the L/C Issuer
         in connection with Letters of Credit issued by it or proposed to be
         issued by it and Issuer Documents pertaining to such Letters of Credit
         as fully as if the term "Administrative Agent" as used in Article X
         included the L/C Issuer with respect to such acts or omissions, and (B)
         as additionally provided herein with respect to the L/C Issuer.

         (b) Procedures for Issuance and Amendment of Letters of Credit;
Auto-Extension Letters of Credit.

                  (i) Each Letter of Credit shall be issued or amended, as the
         case may be, upon the request of the Borrower delivered to the L/C
         Issuer (with a copy to the Administrative Agent) in the form of a
         Letter of Credit Application, appropriately completed and signed by a
         Responsible Officer of the Borrower. Such Letter of Credit Application
         must be received by the L/C Issuer and the Administrative Agent not
         later than 11:00 a.m. at least five (5) Business Days (or such later
         date and time as the Administrative Agent and the L/C Issuer may agree
         in a particular instance in their sole discretion) prior to the
         proposed issuance date or date of amendment, as the case may be. In the
         case of a request for an initial issuance of a Letter of Credit, such
         Letter of Credit Application shall specify in form and detail
         satisfactory to the L/C Issuer: (A) the proposed issuance date of the
         requested Letter of Credit (which shall be a Business Day); (B) the
         amount thereof; (C) the expiry date thereof; (D) the name and address
         of the beneficiary thereof; (E) the documents to be presented by such
         beneficiary in case of any drawing thereunder; (F) the full text of any
         certificate to be presented by such beneficiary in case of any drawing
         thereunder; and (G) such other matters as the L/C Issuer may require.
         In the case of a request for an amendment of any outstanding Letter of
         Credit, such Letter of Credit Application shall specify in form and
         detail satisfactory to the L/C Issuer (A) the Letter of Credit to be
         amended; (B) the proposed date of amendment thereof (which shall be a
         Business Day); (C) the nature of the proposed amendment; and (D) such
         other matters as the L/C Issuer may require. Additionally, the Borrower
         shall furnish to the L/C Issuer and the Administrative Agent such other
         documents and information pertaining to such requested Letter of Credit
         issuance or amendment, including any Issuer Documents, as the L/C
         Issuer or the Administrative Agent may require.

                  (ii) Promptly after receipt of any Letter of Credit
         Application, the L/C Issuer will confirm with the Administrative Agent
         (by telephone or in writing) that the Administrative Agent has received
         a copy of such Letter of Credit Application from the Borrower and, if
         not, the L/C Issuer will provide the Administrative Agent with a copy
         thereof. Unless the L/C Issuer has received written notice from any
         Lender, the Administrative Agent or any Loan Party, at least one
         Business Day prior to the requested date of issuance or amendment of
         the applicable Letter of Credit, that one or more applicable conditions
         contained in Article V shall not be satisfied, then, subject to the
         terms and conditions hereof, the L/C Issuer shall, on the requested
         date, issue a Letter of Credit for the account of the Borrower or the
         applicable Subsidiary or enter into the applicable amendment, as the
         case may be, in each case in accordance with the L/C Issuer's usual and
         customary business practices. Immediately upon the issuance of each
         Letter of Credit, each Lender shall be deemed to, and hereby
         irrevocably and unconditionally agrees to, purchase from the L/C Issuer
         a risk participation in such Letter of Credit in an amount equal to the
         product of such Lender's Applicable Percentage times the amount of such
         Letter of Credit.

                  (iii) If the Borrower so requests in any applicable Letter of
         Credit Application, the L/C Issuer may, in its sole and absolute
         discretion, agree to issue a Letter of Credit that has




                                       28
<PAGE>

         automatic extension provisions (each, an "Auto-Extension Letter of
         Credit"); provided that any such Auto-Extension Letter of Credit must
         permit the L/C Issuer to prevent any such extension at least once in
         each twelve-month period (commencing with the date of issuance of such
         Letter of Credit) by giving prior notice to the beneficiary thereof not
         later than a day (the "Non-Extension Notice Date") in each such
         twelve-month period to be agreed upon at the time such Letter of Credit
         is issued. Unless otherwise directed by the L/C Issuer, the Borrower
         shall not be required to make a specific request to the L/C Issuer for
         any such extension. Once an Auto-Extension Letter of Credit has been
         issued, the Lenders shall be deemed to have authorized (but may not
         require) the L/C Issuer to permit the extension of such Letter of
         Credit at any time to an expiry date not later than the Letter of
         Credit Expiration Date; provided, however, that the L/C Issuer shall
         not permit any such extension if (A) the L/C Issuer has determined that
         it would not be permitted, or would have no obligation, at such time to
         issue such Letter of Credit in its revised form (as extended) under the
         terms hereof (by reason of the provisions of clause (ii) or (iii) of
         Section 2.03(a) or otherwise), or (B) it has received notice (which may
         be by telephone or in writing) on or before the day that is five
         Business Days before the Non-Extension Notice Date (1) from the
         Administrative Agent that the Required Lenders have elected not to
         permit such extension or (2) from the Administrative Agent, any Lender
         or the Borrower that one or more of the applicable conditions specified
         in Section 5.02 is not then satisfied, and in each case directing the
         L/C Issuer not to permit such extension.

                  (iv) Promptly after its delivery of any Letter of Credit or
         any amendment to a Letter of Credit to an advising bank with respect
         thereto or to the beneficiary thereof, the L/C Issuer will also deliver
         to the Borrower and the Administrative Agent a true and complete copy
         of such Letter of Credit or amendment.

         (c) Drawings and Reimbursements; Funding of Participations.

                  (i) Upon receipt from the beneficiary of any Letter of Credit
         of any notice of drawing under such Letter of Credit, the L/C Issuer
         shall notify the Borrower and the Administrative Agent thereof. Not
         later than 11:00 a.m. on the date of any payment by the L/C Issuer
         under a Letter of Credit (each such date, an "Honor Date"), the
         Borrower shall reimburse the L/C Issuer through the Administrative
         Agent in an amount equal to the amount of such drawing. If the Borrower
         fails to so reimburse the L/C Issuer by such time, the Administrative
         Agent shall promptly notify each Lender of the Honor Date, the amount
         of the unreimbursed drawing (the "Unreimbursed Amount"), and the amount
         of such Lender's Applicable Percentage thereof. In such event, the
         Borrower shall be deemed to have requested a Borrowing of Base Rate
         Loans to be disbursed on the Honor Date in an amount equal to the
         Unreimbursed Amount, without regard to the minimum and multiples
         specified in Section 2.02 for the principal amount of Base Rate Loans,
         but subject to the amount of the unutilized portion of the Aggregate
         Revolving Commitments and the conditions set forth in Section 5.02
         (other than the delivery of a Loan Notice). Any notice given by the L/C
         Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i)
         may be given by telephone if immediately confirmed in writing; provided
         that the lack of such an immediate confirmation shall not affect the
         conclusiveness or binding effect of such notice.

                  (ii) Each Lender shall upon any notice pursuant to Section
         2.03(c)(i) make funds available to the Administrative Agent for the
         account of the L/C Issuer at the Administrative Agent's Office in an
         amount equal to its Applicable Percentage of the Unreimbursed Amount
         not later than 1:00 p.m. on the Business Day specified in such notice
         by the Administrative Agent, whereupon, subject to the provisions of
         Section 2.03(c)(iii), each Lender that so makes funds





                                       29
<PAGE>

         available shall be deemed to have made a Base Rate Loan to the Borrower
         in such amount. The Administrative Agent shall remit the funds so
         received to the L/C Issuer.

                  (iii) With respect to any Unreimbursed Amount that is not
         fully refinanced by a Borrowing of Base Rate Loans because the
         conditions set forth in Section 5.02 cannot be satisfied or for any
         other reason, the Borrower shall be deemed to have incurred from the
         L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount
         that is not so refinanced, which L/C Borrowing shall be due and payable
         on demand (together with interest) and shall bear interest at the
         Default Rate. In such event, each Lender's payment to the
         Administrative Agent for the account of the L/C Issuer pursuant to
         Section 2.03(c)(ii) shall be deemed payment in respect of its
         participation in such L/C Borrowing and shall constitute an L/C Advance
         from such Lender in satisfaction of its participation obligation under
         this Section 2.03.

                  (iv) Until each Lender funds its Revolving Loan or L/C Advance
         pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any
         amount drawn under any Letter of Credit, interest in respect of such
         Lender's Applicable Percentage of such amount shall be solely for the
         account of the L/C Issuer.

                  (v) Each Lender's obligation to make Revolving Loans or L/C
         Advances to reimburse the L/C Issuer for amounts drawn under Letters of
         Credit, as contemplated by this Section 2.03(c), shall be absolute and
         unconditional and shall not be affected by any circumstance, including
         (A) any setoff, counterclaim, recoupment, defense or other right which
         such Lender may have against the L/C Issuer, the Borrower or any other
         Person for any reason whatsoever; (B) the occurrence or continuance of
         a Default, or (C) any other occurrence, event or condition, whether or
         not similar to any of the foregoing; provided, however, that each
         Lender's obligation to make Revolving Loans pursuant to this Section
         2.03(c) is subject to the conditions set forth in Section 5.02 (other
         than delivery by the Borrower of a Loan Notice). No such making of an
         L/C Advance shall relieve or otherwise impair the obligation of the
         Borrower to reimburse the L/C Issuer for the amount of any payment made
         by the L/C Issuer under any Letter of Credit, together with interest as
         provided herein.

                  (vi) If any Lender fails to make available to the
         Administrative Agent for the account of the L/C Issuer any amount
         required to be paid by such Lender pursuant to the foregoing provisions
         of this Section 2.03(c) by the time specified in Section 2.03(c)(ii),
         the L/C Issuer shall be entitled to recover from such Lender (acting
         through the Administrative Agent), on demand, such amount with interest
         thereon for the period from the date such payment is required to the
         date on which such payment is immediately available to the L/C Issuer
         at a rate per annum equal to the greater of the Federal Funds Rate and
         a rate determined by the L/C Issuer in accordance with banking industry
         rules on interbank compensation. A certificate of the L/C Issuer
         submitted to any Lender (through the Administrative Agent) with respect
         to any amounts owing under this clause (vi) shall be conclusive absent
         manifest error.

         (d) Repayment of Participations.

                  (i) At any time after the L/C Issuer has made a payment under
         any Letter of Credit and has received from any Lender such Lender's L/C
         Advance in respect of such payment in accordance with Section 2.03(c),
         if the Administrative Agent receives for the account of the L/C Issuer
         any payment in respect of the related Unreimbursed Amount or interest
         thereon (whether directly from the Borrower or otherwise, including
         proceeds of cash collateral applied thereto by the Administrative
         Agent), the Administrative Agent will distribute to such Lender its
         Applicable Percentage thereof (appropriately adjusted, in the case of
         interest payments, to reflect the period



                                       30
<PAGE>

         of time during which such Lender's L/C Advance was outstanding) in the
         same funds as those received by the Administrative Agent.

                  (ii) If any payment received by the Administrative Agent for
         the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
         required to be returned under any of the circumstances described in
         Section 11.05 (including pursuant to any settlement entered into by the
         L/C Issuer in its discretion), each Lender shall pay to the
         Administrative Agent for the account of the L/C Issuer its Applicable
         Percentage thereof on demand of the Administrative Agent, plus interest
         thereon from the date of such demand to the date such amount is
         returned by such Lender, at a rate per annum equal to the Federal Funds
         Rate from time to time in effect. The obligations of the Lenders under
         this clause shall survive the payment in full of the Obligations and
         the termination of this Agreement.

         (e) Obligations Absolute. The obligation of the Borrower to reimburse
the L/C Issuer for each drawing under each Letter of Credit and to repay each
L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:

                  (i) any lack of validity or enforceability of such Letter of
         Credit, this Agreement, any other Loan Document or any other Loan
         Document;

                  (ii) the existence of any claim, counterclaim, setoff, defense
         or other right that the Borrower or any Subsidiary may have at any time
         against any beneficiary or any transferee of such Letter of Credit (or
         any Person for whom any such beneficiary or any such transferee may be
         acting), the L/C Issuer or any other Person, whether in connection with
         this Agreement, the transactions contemplated hereby or by such Letter
         of Credit or any agreement or instrument relating thereto, or any
         unrelated transaction;

                  (iii) any draft, demand, certificate or other document
         presented under such Letter of Credit proving to be forged, fraudulent,
         invalid or insufficient in any respect or any statement therein being
         untrue or inaccurate in any respect; or any loss or delay in the
         transmission or otherwise of any document required in order to make a
         drawing under such Letter of Credit;

                  (iv) any payment by the L/C Issuer under such Letter of Credit
         against presentation of a draft or certificate that does not strictly
         comply with the terms of such Letter of Credit; or any payment made by
         the L/C Issuer under such Letter of Credit to any Person purporting to
         be a trustee in bankruptcy, debtor-in-possession, assignee for the
         benefit of creditors, liquidator, receiver or other representative of
         or successor to any beneficiary or any transferee of such Letter of
         Credit, including any arising in connection with any proceeding under
         any Debtor Relief Law; or

                  (v) any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing, including any other circumstance
         that might otherwise constitute a defense available to, or a discharge
         of, the Borrower or any Subsidiary.

         The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.




                                       31
<PAGE>

         (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by such Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable to any
Lender for (i) any action taken or omitted in connection herewith at the request
or with the approval of the Lenders or the Required Lenders, as applicable; (ii)
any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document. The Borrower hereby assumes all risks of the acts or omissions
of any beneficiary or transferee with respect to its use of any Letter of
Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Borrower's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. None
of the L/C Issuer, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the L/C Issuer shall
be liable or responsible for any of the matters described in clauses (i) through
(v) of Section 2.03(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrower may have a claim against the L/C Issuer,
and the L/C Issuer may be liable to the Borrower, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower proves were caused by the L/C
Issuer's willful misconduct or gross negligence or the L/C Issuer's willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit unless the L/C Issuer is prevented or
prohibited from so paying as a result of any order or directive of any court or
other Governmental Authority. In furtherance and not in limitation of the
foregoing, the L/C Issuer may accept documents that appear on their face to be
in order, without responsibility for further investigation, regardless of any
notice or information to the contrary, and the L/C Issuer shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason.

         (g) Cash Collateral. Upon the request of the Administrative Agent, (i)
if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any L/C Obligation for any reason
remains outstanding, the Borrower shall, in each case, immediately Cash
Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05
and 9.02(c) set forth certain additional requirements to deliver Cash Collateral
hereunder. For purposes of this Section 2.03, Section 2.05 and Section 9.02(c),
"Cash Collateralize" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant to
documentation in form and substance satisfactory to the Administrative Agent and
the L/C Issuer (which documents are hereby consented to by the Lenders).
Derivatives of such term have corresponding meanings. The Borrower hereby grants
to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders,
a security interest in all such cash, deposit accounts and all balances therein
and all proceeds of the foregoing. Cash Collateral shall be maintained in
blocked, non-interest bearing deposit accounts at Bank of America.

         (h) Applicability of ISP. Unless otherwise expressly agreed by the L/C
Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP
shall apply to each Letter of Credit.

         (i) Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Applicable
Percentage a Letter of Credit fee (the "Letter of Credit Fee") for each Letter
of Credit equal to the Applicable Rate times the daily maximum amount




                                       32
<PAGE>

available to be drawn under such Letter of Credit. For purposes of computing the
daily amount available to be drawn under any Letter of Credit, the amount of
such Letter of Credit shall be determined in accordance with Section 1.06.
Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and
(ii) due and payable on the first Business Day after the end of each March,
June, September and December, commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date
and thereafter on demand. If there is any change in the Applicable Rate during
any quarter, the daily amount available to be drawn under each Letter of Credit
shall be computed and multiplied by the Applicable Rate separately for each
period during such quarter that such Applicable Rate was in effect.
Notwithstanding anything to the contrary contained herein, while any Event of
Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

         (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a
fronting fee with respect to each Letter of Credit, which shall be 0.125% of the
actual daily maximum amount available to be drawn under such Letter of Credit
(whether or not such maximum amount is then in effect under such Letter of
Credit) computed on a quarterly basis in arrears. Such fronting fee shall be due
and payable on the first Business Day after the end of each March, June,
September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and
thereafter on demand. For purposes of computing the daily amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section 1.06. In addition, the Borrower shall pay
directly to the L/C Issuer for its own account the customary issuance,
presentation, amendment and other processing fees, and other standard costs and
charges, of the L/C Issuer relating to letters of credit as from time to time in
effect. Such customary fees and standard costs and charges are due and payable
on demand and are nonrefundable.

         (k) Conflict with Issuer Documents. In the event of any conflict
between the terms hereof and the terms of any Issuer Document, the terms hereof
shall control.

         (l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Subsidiary, the Borrower shall be
obligated to reimburse the L/C Issuer hereunder for any and all drawings under
such Letter of Credit. The Borrower hereby acknowledges that the issuance of
Letters of Credit for the account of Subsidiaries inures to the benefit of the
Borrower, and that the Borrower's business derives substantial benefits from the
businesses of such Subsidiaries.

2.04     Swing Line Loans.

         (a) Swing Line Facility. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees, in reliance upon the agreements of the
other Lenders set forth in this Section 2.04, to make loans (each such loan, a
"Swing Line Loan") to the Borrower in Dollars from time to time on any Business
Day during the Availability Period in an aggregate amount not to exceed at any
time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact
that such Swing Line Loans, when aggregated with the Applicable Percentage of
the Outstanding Amount of Revolving Loans and L/C Obligations of the Swing Line
Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of
such Lender's Revolving Commitment; provided, however, that after giving effect
to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed
the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount
of the Revolving Loans of any Lender, plus such Lender's Applicable Percentage
of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
such Lender's Revolving Commitment, and provided, further, that the Borrower
shall not use the proceeds of any Swing Line Loan to refinance any outstanding
Swing Line Loan. Within the foregoing



                                       33
<PAGE>

limits, and subject to the other terms and conditions hereof, the Borrower may
borrow under this Section 2.04, prepay under Section 2.05, and reborrow under
this Section 2.04. Each Swing Line Loan shall be (x) a Base Rate Loan and (y)
repaid in full no later than ten (10) Business Days after such Swing Line Loan
is made. Immediately upon the making of a Swing Line Loan, each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Swing Line Lender a risk participation in such Swing Line Loan in an amount
equal to the product of such Lender's Applicable Percentage times the amount of
such Swing Line Loan.

         (b) Borrowing Procedures. Each Borrowing of Swing Line Loans shall be
made upon the Borrower's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum principal amount of $100,000 and integral
multiples of $50,000 in excess thereof, and (ii) the requested borrowing date,
which shall be a Business Day. Each such telephonic notice must be confirmed
promptly by delivery to the Swing Line Lender and the Administrative Agent of a
written Swing Line Loan Notice, appropriately completed and signed by a
Responsible Officer of the Borrower. Promptly after receipt by the Swing Line
Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will
confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swing Line Loan Notice and, if not,
the Swing Line Lender will notify the Administrative Agent (by telephone or in
writing) of the contents thereof. Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at
the request of any Lender) prior to 2:00 p.m. on the date of the proposed
Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make
such Swing Line Loan as a result of the limitations set forth in the proviso to
the first sentence of Section 2.04(a), or (B) that one or more of the applicable
conditions specified in Article V is not then satisfied, then, subject to the
terms and conditions hereof, the Swing Line Lender will, not later than 3:00
p.m. on the borrowing date specified in such Swing Line Loan Notice, make the
amount of its Swing Line Loan available to the Borrower. Notwithstanding the
foregoing, if the Borrower has entered into an auto-borrow or similar
arrangement with the Swing Line Lender, then Swing Line Loan advances shall be
made at such times and in such amounts as provided in the agreement(s) between
the Swing Line Lender and the Borrower relating to such auto-borrow or similar
arrangement.

         (c) Refinancing of Swing Line Loans.

                  (i) The Swing Line Lender at any time in its sole and absolute
         discretion may request, on behalf of the Borrower (which hereby
         irrevocably requests and authorizes the Swing Line Lender to so request
         on its behalf), that each Lender make a Base Rate Loan in an amount
         equal to such Lender's Applicable Percentage of the amount of Swing
         Line Loans then outstanding. Such request shall be made in writing
         (which written request shall be deemed to be a Loan Notice for purposes
         hereof) and in accordance with the requirements of Section 2.02,
         without regard to the minimum and multiples specified therein for the
         principal amount of Base Rate Loans, but subject to the unutilized
         portion of the Aggregate Revolving Commitments and the conditions set
         forth in Section 5.02. The Swing Line Lender shall furnish the Borrower
         with a copy of the applicable Loan Notice promptly after delivering
         such notice to the Administrative Agent. Each Lender shall make an
         amount equal to its Applicable Percentage of the amount specified in
         such Loan Notice available to the Administrative Agent in immediately
         available funds for the account of the Swing Line Lender at the
         Administrative Agent's Office not later than 1:00 p.m. on the day
         specified in such Loan Notice, whereupon, subject to Section
         2.04(c)(ii), each Lender that so makes funds available shall be deemed
         to have made a Base Rate Loan to the Borrower in such amount. The
         Administrative Agent shall remit the funds so received to the Swing
         Line Lender.





                                       34
<PAGE>


                  (ii) If for any reason any Swing Line Loan cannot be
         refinanced by such a Borrowing of Revolving Loans in accordance with
         Section 2.04(c)(i), the request for Base Rate Loans submitted by the
         Swing Line Lender as set forth herein shall be deemed to be a request
         by the Swing Line Lender that each of the Lenders fund its risk
         participation in the relevant Swing Line Loan and each Lender's payment
         to the Administrative Agent for the account of the Swing Line Lender
         pursuant to Section 2.04(c)(i) shall be deemed payment in respect of
         such participation.

                  (iii) If any Lender fails to make available to the
         Administrative Agent for the account of the Swing Line Lender any
         amount required to be paid by such Lender pursuant to the foregoing
         provisions of this Section 2.04(c) by the time specified in Section
         2.04(c)(i), the Swing Line Lender shall be entitled to recover from
         such Lender (acting through the Administrative Agent), on demand, such
         amount with interest thereon for the period from the date such payment
         is required to the date on which such payment is immediately available
         to the Swing Line Lender at a rate per annum equal to the greater of
         Federal Funds Rate and a rate determined by the Swing Line Lender in
         accordance with banking industry rules on interbank compensation. A
         certificate of the Swing Line Lender submitted to any Lender (through
         the Administrative Agent) with respect to any amounts owing under this
         clause (iii) shall be conclusive absent manifest error.

                  (iv) Each Lender's obligation to make Revolving Loans or to
         purchase and fund risk participations in Swing Line Loans pursuant to
         this Section 2.04(c) shall be absolute and unconditional and shall not
         be affected by any circumstance, including (A) any setoff,
         counterclaim, recoupment, defense or other right that such Lender may
         have against the Swing Line Lender, the Borrower or any other Person
         for any reason whatsoever, (B) the occurrence or continuance of a
         Default, or (C) any other occurrence, event or condition, whether or
         not similar to any of the foregoing; provided, however, that each
         Lender's obligation to make Revolving Loans pursuant to this Section
         2.04(c) is subject to the conditions set forth in Section 5.02. No such
         purchase or funding of risk participations shall relieve or otherwise
         impair the obligation of the Borrower to repay Swing Line Loans,
         together with interest as provided herein.

         (d) Repayment of Participations.

                  (i) At any time after any Lender has purchased and funded a
         risk participation in a Swing Line Loan, if the Swing Line Lender
         receives any payment on account of such Swing Line Loan, the Swing Line
         Lender will distribute to such Lender its Applicable Percentage of such
         payment (appropriately adjusted, in the case of interest payments, to
         reflect the period of time during which such Lender's risk
         participation was funded) in the same funds as those received by the
         Swing Line Lender.

                  (ii) If any payment received by the Swing Line Lender in
         respect of principal or interest on any Swing Line Loan is required to
         be returned by the Swing Line Lender under any of the circumstances
         described in Section 11.05 (including pursuant to any settlement
         entered into by the Swing Line Lender in its discretion), each Lender
         shall pay to the Swing Line Lender its Applicable Percentage thereof on
         demand of the Administrative Agent, plus interest thereon from the date
         of such demand to the date such amount is returned, at a rate per annum
         equal to the Federal Funds Rate. The Administrative Agent will make
         such demand upon the request of the Swing Line Lender. The obligations
         of the Lenders under this clause shall survive the payment in full of
         the Obligations and the termination of this Agreement.

         (e) Interest for Account of Swing Line Lender. The Swing Line Lender
shall be responsible for invoicing the Borrower for interest on the Swing Line
Loans. Until each Lender funds its Revolving



                                       35
<PAGE>


Loans that are Base Rate Loans or risk participation pursuant to this Section
2.04 to refinance such Lender's Applicable Percentage of any Swing Line Loan,
interest in respect of such Applicable Percentage shall be solely for the
account of the Swing Line Lender.

         (f) Payments Directly to Swing Line Lender. The Borrower shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

2.05     Prepayments.

         (a) Voluntary Prepayments of Loans.

                  (i) Revolving Loans. The Borrower may, upon notice from the
         Borrower to the Administrative Agent, at any time or from time to time
         voluntarily prepay Revolving Loans in whole or in part without premium
         or penalty; provided that (A) such notice must be received by the
         Administrative Agent not later than 11:00 a.m. (1) three (3) Business
         Days prior to any date of prepayment of Eurodollar Rate Loans and (2)
         on the date of prepayment of Base Rate Loans; (B) any such prepayment
         of Eurodollar Rate Loans shall be in a principal amount of $1,000,000
         or a whole multiple of $1,000,000 in excess thereof (or, if less, the
         entire principal amount thereof then outstanding); and (C) any
         prepayment of Base Rate Loans shall be in a principal amount of
         $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if
         less, the entire principal amount thereof then outstanding). Each such
         notice shall specify the date and amount of such prepayment and the
         Type(s) of Loans to be prepaid. The Administrative Agent will promptly
         notify each Lender of its receipt of each such notice, and of the
         amount of such Lender's Applicable Percentage of such prepayment. If
         such notice is given by the Borrower, the Borrower shall make such
         prepayment and the payment amount specified in such notice shall be due
         and payable on the date specified therein. Any prepayment of a
         Eurodollar Rate Loan shall be accompanied by all accrued interest on
         the amount prepaid, together with any additional amounts required
         pursuant to Section 3.05. Each such prepayment shall be applied to the
         Loans of the Lenders in accordance with their respective Applicable
         Percentages.

                  (ii) Swing Line Loans. The Borrower may, upon notice to the
         Swing Line Lender (with a copy to the Administrative Agent), at any
         time or from time to time, voluntarily prepay Swing Line Loans in whole
         or in part without premium or penalty; provided that (i) such notice
         must be received by the Swing Line Lender and the Administrative Agent
         not later than 1:00 p.m. on the date of the prepayment, and (ii) any
         such prepayment shall be in a minimum principal amount of $100,000 or a
         whole multiple of $50,000 in excess thereof (or, if less, the entire
         principal thereof then outstanding). Each such notice shall specify the
         date and amount of such prepayment. If such notice is given by the
         Borrower, the Borrower shall make such prepayment and the payment
         amount specified in such notice shall be due and payable on the date
         specified therein. Notwithstanding the foregoing, if the Borrower has
         entered into an auto-borrow or similar arrangement with the Swing Line
         Lender, then Swing Line Loan shall be prepaid at such times and in such
         amounts as provided in the agreement(s) between the Swing Line Lender
         and the Borrower relating to such auto-borrow or similar arrangement.

         (b) Mandatory Prepayments of Loans.

                  (i) Revolving Commitments. If for any reason the Total
         Revolving Outstandings at any time exceed the Aggregate Revolving
         Commitments then in effect, the Borrower shall immediately prepay
         Revolving Loans and/or the Swing Line Loans and/or Cash Collateralize
         the L/C Obligations in an aggregate amount equal to such excess;
         provided, however, that the Borrower shall not be required to Cash
         Collateralize the L/C Obligations pursuant to this Section




                                       36
<PAGE>

         2.05(b)(i) unless after the prepayment in full of the Revolving Loans
         and Swing Line Loans the Total Revolving Outstandings exceed the
         Aggregate Revolving Commitments then in effect.

                  (ii) Dispositions and Involuntary Dispositions. The Borrower
         shall prepay the Loans and/or Cash Collateralize the L/C Obligations as
         hereafter provided in an aggregate amount equal to one hundred percent
         (100%) of the Net Cash Proceeds of all Dispositions (other than
         Permitted Transfers) and Involuntary Dispositions to the extent such
         Net Cash Proceeds are not reinvested within one hundred eighty (180)
         days of the date of such Disposition or Involuntary Disposition. Any
         prepayment pursuant to this clause (ii) shall be applied to Revolving
         Loans and Swing Line Loans and then (after all Revolving Loans and all
         Swing Line Loans have been repaid) to Cash Collateralize L/C
         Obligations.

                  (iii) Effect on Interest Periods. Within the parameters of the
         applications set forth above, prepayments shall be applied first to
         Base Rate Loans and then to Eurodollar Rate Loans in direct order of
         Interest Period maturities. All prepayments under this Section 2.05(b)
         shall be subject to Section 3.05, but otherwise without premium or
         penalty, and shall be accompanied by interest on the principal amount
         prepaid through the date of prepayment.

                  (iv) Eurodollar Prepayment Account. If the Borrower is
         required to make a mandatory prepayment of Eurodollar Rate Loans under
         this Section 2.05(b), so long as no Event of Default exists, the
         Borrower shall have the right, in lieu of making such prepayment in
         full, to deposit an amount equal to such mandatory prepayment with the
         Administrative Agent in a cash collateral account maintained (pursuant
         to documentation reasonably satisfactory to the Administrative Agent)
         by and in the sole dominion and control of the Administrative Agent.
         Any amounts so deposited shall be held by the Administrative Agent as
         collateral for the prepayment of such Eurodollar Rate Loans and shall
         be applied to the prepayment of the applicable Eurodollar Rate Loans at
         the end of the current Interest Periods applicable thereto or, sooner,
         at the election of the Administrative Agent, upon the occurrence of an
         Event of Default. At the request of the Borrower, amounts so deposited
         shall be invested by the Administrative Agent in Cash Equivalents
         maturing on or prior to the date or dates on which it is anticipated
         that such amounts will be applied to prepay such Eurodollar Rate Loans;
         any interest earned on such Cash Equivalents will be for the account of
         the Borrower and the Borrower will deposit with the Administrative
         Agent the amount of any loss on any such Cash Equivalents to the extent
         necessary in order that the amount of the prepayment to be made with
         the deposited amounts may not be reduced.

2.06     Termination or Reduction of Aggregate Revolving Commitments.

         (a) Optional Reductions. The Borrower may, upon notice to the
Administrative Agent, terminate the Aggregate Revolving Commitments, or from
time to time permanently reduce the Aggregate Revolving Commitments to an amount
not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and
L/C Obligations; provided that (i) any such notice shall be received by the
Administrative Agent not later than 12:00 noon five (5) Business Days prior to
the date of termination or reduction, (ii) any such partial reduction shall be
in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in
excess thereof and (iii) if, after giving effect to any reduction of the
Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line
Sublimit exceeds the amount of the Aggregate Revolving Commitments, such
sublimit shall be automatically reduced by the amount of such excess. The
Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Revolving Commitments. Any reduction
of the Aggregate Revolving Commitments shall be applied to the Revolving
Commitment of each Lender according to its



                                       37
<PAGE>

Applicable Percentage. All fees accrued with respect thereto until the effective
date of any termination of the Aggregate Revolving Commitments shall be paid on
the effective date of such termination.

         (b) Mandatory Reductions. The Aggregate Revolving Commitments shall be
permanently reduced in an amount equal to the amount of any prepayment applied
to the Revolving Loans, Swing Line Loans and L/C Obligations pursuant to Section
2.05(b)(ii).

2.07     Repayment of Loans.

         (a) Revolving Loans. The Borrower shall repay to the Lenders on the
Maturity Date the aggregate principal amount of all Revolving Loans outstanding
on such date.

         (b) Swing Line Loans. The Borrower shall repay to the Swing Line Lender
on the Maturity Date the aggregate principal amount of all Swing Line Loans
outstanding on such date.

2.08     Interest.

         (a) Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the sum of the
Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each
Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate
plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Rate.

         (b) (i) If any amount payable by the Borrower under any Loan Document
         is not paid when due (without regard to any applicable grace periods),
         whether at stated maturity, by acceleration or otherwise, then such
         amount shall thereafter bear interest at a fluctuating interest rate
         per annum at all times equal to the Default Rate to the fullest extent
         permitted by applicable Laws.

                  (iii) Upon the request of the Required Lenders, while any
         Event of Default exists, the Borrower shall pay interest on the
         principal amount of all outstanding Obligations at a fluctuating
         interest rate per annum at all times equal to the Default Rate to the
         fullest extent permitted by applicable Laws.

                  (iv) Accrued and unpaid interest on past due amounts
         (including interest on past due interest) shall be due and payable upon
         demand.

         (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

2.09     Fees.

         In addition to certain fees described in subsections (i) and (j) of
Section 2.03:

                  (a) Commitment Fee. The Borrower shall pay to the
         Administrative Agent, for the account of each Lender in accordance with
         its Applicable Percentage, a commitment fee equal to the product of (i)
         the Applicable Rate times (ii) the actual daily amount by which the
         Aggregate




                                       38
<PAGE>

         Revolving Commitments exceed the sum of (y) the Outstanding Amount of
         Revolving Loans and (z) the Outstanding Amount of L/C Obligations. The
         commitment fee shall accrue at all times during the Availability
         Period, including at any time during which one or more of the
         conditions in Article V is not met, and shall be due and payable
         quarterly in arrears on the last Business Day of each March, June,
         September and December, commencing with the first such date to occur
         after the Closing Date, and on the Maturity Date. The commitment fee
         shall be calculated quarterly in arrears, and if there is any change in
         the Applicable Rate during any quarter, the actual daily amount shall
         be computed and multiplied by the Applicable Rate separately for each
         period during such quarter that such Applicable Rate was in effect. For
         purposes of clarification, Swing Line Loans shall not be considered
         outstanding for purposes of determining the unused portion of the
         Aggregate Revolving Commitments.

                  (b) Fee Letters. The Borrower shall pay to the parties to the
         Fee Letters the fees in the amounts and at the times specified in the
         Fee Letters. Such fees shall be fully earned when paid and shall be
         non-refundable for any reason whatsoever.

2.10     Computation of Interest and Fees.

         All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America's "prime rate" shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year). Interest shall
accrue on each Loan for the day on which the Loan is made, and shall not accrue
on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid, provided that any Loan that is repaid on the same day on which it is
made shall, subject to Section 2.12(a), bear interest for one day. Each
determination by the Administrative Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error.

2.11     Evidence of Debt.

         (a) The Credit Extensions made by each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon. Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the Obligations. In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error. Upon the request of any Lender made through
the Administrative Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a promissory note, which shall evidence such
Lender's Loans in addition to such accounts or records. Each of the Revolving
Notes and Swing Line Note shall be in the form of Exhibit 2.11(a)-1 and Exhibit
2.11(a)-2, respectively. Each Lender may attach schedules to its Note and
endorse thereon the date, Type (if applicable), amount and maturity of its Loans
and payments with respect thereto.

         (b) In addition to the accounts and records referred to in subsection
(a), each Lender and the Administrative Agent shall maintain in accordance with
its usual practice accounts or records evidencing the purchases and sales by
such Lender of participations in Letters of Credit and Swing Line Loans. In the
event of any conflict between the accounts and records maintained by the
Administrative Agent and



                                       39
<PAGE>

the accounts and records of any Lender in respect of such matters, the accounts
and records of the Administrative Agent shall control in the absence of manifest
error.

2.12     Payments Generally; Administrative Agent's Clawback.

         (a) General. All payments to be made by the Borrower shall be made
without condition or deduction for any counterclaim, defense, recoupment or
setoff. Except as otherwise expressly provided herein, all payments by the
Borrower hereunder shall be made to the Administrative Agent, for the account of
the respective Lenders to which such payment is owed, at the Administrative
Agent's Office in Dollars and in immediately available funds not later than 2:00
p.m. on the date specified herein. The Administrative Agent will promptly
distribute to each Lender its Applicable Percentage (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer
to such Lender's Lending Office. All payments received by the Administrative
Agent after 2:00 p.m. shall be deemed received on the next succeeding Business
Day and any applicable interest or fee shall continue to accrue. Subject to the
definition of "Interest Period", if any payment to be made by the Borrower shall
come due on a day other than a Business Day, payment shall be made on the next
following Business Day, and such extension of time shall be reflected in
computing interest or fees, as the case may be.

         (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless
         the Administrative Agent shall have received notice from a Lender prior
         to the proposed date of any Borrowing 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 share available on such date in accordance with Section 2.02
         and may, in reliance upon such assumption, make available to the
         Borrower a corresponding amount. In such event, if a Lender has not in
         fact made its share of the applicable Borrowing available to the
         Administrative Agent, then the applicable Lender and the Borrower
         severally agree to pay to the Administrative Agent forthwith on demand
         such corresponding amount in immediately available funds with interest
         thereon, for each day from and including the date such amount is made
         available to the Borrower to but excluding the date of payment to the
         Administrative Agent, at (A) in the case of a payment to be made by
         such Lender, the greater of the Federal Funds Rate and a rate
         determined by the Administrative Agent in accordance with banking
         industry rules on interbank compensation and (B) in the case of a
         payment to be made by the Borrower, the interest rate applicable to
         Base Rate Loans. If the Borrower and such Lender shall pay such
         interest to the Administrative Agent for the same or an overlapping
         period, the Administrative Agent shall promptly remit to the Borrower
         the amount of such interest paid by the Borrower for such period. If
         such Lender pays its share of the applicable Borrowing to the
         Administrative Agent, then the amount so paid shall constitute such
         Lender's Loan included in such Borrowing. Any payment by the Borrower
         shall be without prejudice to any claim the Borrower may have against a
         Lender that shall have failed to make such payment to the
         Administrative Agent.

             (ii) Payments by Borrower; Presumptions by Administrative Agent.
         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 L/C Issuer
         hereunder that the Borrower will not make such payment, the
         Administrative Agent may assume that the Borrower has made such payment
         on such date in accordance herewith and may, in reliance upon such
         assumption, distribute to the Lenders or the L/C Issuer, as the case
         may be, the amount due. In such event, if the Borrower has not in fact
         made such payment, then each of the Lenders or the L/C Issuer, as the
         case may be, severally agrees to repay to the Administrative Agent
         forthwith on demand the amount so distributed to such Lender or the L/C
         Issuer, in immediately available funds 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



                                       40
<PAGE>

         the greater of the Federal Funds Rate and a rate determined by the
         Administrative Agent in accordance with banking industry rules on
         interbank compensation.

                  A notice of the Administrative Agent to any Lender or the
         Borrower with respect to any amount owing under this subsection (b)
         shall be conclusive, absent manifest error.

         (c) Failure to Satisfy Conditions Precedent. If any Lender makes
available to the Administrative Agent funds for any Loan to be made by such
Lender as provided in the foregoing provisions of this Article II, and such
funds are not made available to the Borrower by the Administrative Agent because
the conditions to the applicable Credit Extension set forth in Article V are not
satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.

         (d) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Loans, to fund participations in Letters of Credit and Swing
Line Loans and to make payments pursuant to Section 11.04(c) are several and not
joint. The failure of any Lender to make any Loan, to fund any such
participation or to make any payment under Section 11.04(c) on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to
do so on such date, and no Lender shall be responsible for the failure of any
other Lender to so make its Loan, to purchase its participation or to make its
payment under Section 11.04(c).

         (e) Funding Source. Nothing herein shall be deemed to obligate any
Lender to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

2.13     Sharing of Payments by Lenders.

         If any Lender shall, by exercising any right of setoff or counterclaim
or otherwise, obtain payment in respect of any principal of or interest on any
of the Loans made by it, or the participations in L/C Obligations or in Swing
Line Loans held by it resulting in such Lender's receiving payment of a
proportion of the aggregate amount of such Loans or participations and accrued
interest thereon greater than its pro rata share thereof as provided herein,
then the Lender receiving such greater proportion shall (a) notify the
Administrative Agent of such fact, and (b) purchase (for cash at face value)
participations in the Loans and subparticipations in L/C Obligations and Swing
Line Loans of the other Lenders, or make such other adjustments as shall be
equitable, 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 Loans and other amounts owing them,
provided that:

                  (i) if any such participations or subparticipations are
         purchased and all or any portion of the payment giving rise thereto is
         recovered, such participations or subparticipations shall be rescinded
         and the purchase price restored to the extent of such recovery, without
         interest; and

                  (ii) the provisions of this Section shall not be construed to
         apply to (x) any payment made by the Borrower pursuant to and in
         accordance with the express terms of this Agreement or (y) any payment
         obtained by a Lender as consideration for the assignment of or sale of
         a participation in any of its Loans or subparticipations in L/C
         Obligations or Swing Line Loans to any assignee or participant, other
         than to the Borrower or any Subsidiary thereof (as to which the
         provisions of this Section shall apply).




                                       41
<PAGE>


         Each Loan Party 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 such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.


                                   ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

3.01     Taxes.

         (a) Payments Free of Taxes. Any and all payments by or on account of
any obligation of the Loan Parties hereunder or under any other Loan Document
shall be made free and clear of and without reduction or withholding for any
Indemnified Taxes or Other Taxes, provided that if any Loan Party shall be
required by applicable law to deduct any Indemnified Taxes (including any Other
Taxes) from such payments, then (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) the Administrative
Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the
sum it would have received had no such deductions been made, (ii) such Loan
Party shall make such deductions and (iii) such Loan Party shall timely pay the
full amount deducted to the relevant Governmental Authority in accordance with
applicable law.

         (b) Payment of Other Taxes by the Loan Parties. Without limiting the
provisions of subsection (a) above, the Loan Parties shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable law.

         (c) Indemnification by the Loan Parties. The Loan Parties shall
indemnify the Administrative Agent, each Lender and the L/C Issuer, within 10
days after demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) paid by the
Administrative Agent, such Lender or the L/C Issuer, as the case may be, 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 the
Borrower by a Lender or the L/C Issuer (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of a
Lender or the L/C Issuer, shall be conclusive absent manifest error.

         (d) Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by any Loan Party 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) Status of Lenders. Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the jurisdiction
in which the Borrower is resident for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Loan Document shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably
requested by the Borrower or the Administrative Agent, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if




                                       42
<PAGE>

requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable law or reasonably requested by the
Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements.

         Without limiting the generality of the foregoing, in the event that the
Borrower is resident for tax purposes in the United States, any Foreign Lender
shall deliver to the Borrower and the Administrative Agent (in such number of
copies as shall be requested by the recipient) on or prior to the date on which
such Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Borrower or the Administrative Agent, but
only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:

                  (i) duly completed copies of Internal Revenue Service Form
         W-8BEN claiming eligibility for benefits of an income tax treaty to
         which the United States is a party,

                  (ii) duly completed copies of Internal Revenue Service Form
         W-8ECI,

                  (iii) in the case of a Foreign Lender claiming the benefits of
         the exemption for portfolio interest under section 881(c) of the Code,
         (x) a certificate to the effect that such Foreign Lender is not (A) a
         "bank" within the meaning of section 881(c)(3)(A) of the Code, (B) a
         "10 percent shareholder" of the Borrower within the meaning of section
         881(c)(3)(B) of the Code, or (C) a "controlled foreign corporation"
         described in section 881(c)(3)(C) of the Code and (y) duly completed
         copies of Internal Revenue Service Form W-8BEN, or

                  (iv) any other form prescribed by applicable law as a basis
         for claiming exemption from or a reduction in United States Federal
         withholding tax duly completed together with such supplementary
         documentation as may be prescribed by applicable law to permit the
         Borrower to determine the withholding or deduction required to be made.

         (f) Treatment of Certain Refunds. If the Administrative Agent, any
Lender or the L/C Issuer determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been
indemnified by any Loan Party or with respect to which any Loan Party has paid
additional amounts pursuant to this Section, it shall pay to such Loan Party an
amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by such Loan Party under this Section with respect
to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent, such Lender or the L/C
Issuer, as the case may be, and without interest (other than any interest paid
by the relevant Governmental Authority with respect to such refund), provided
that each Loan Party, upon the request of the Administrative Agent, such Lender
or the L/C Issuer, agrees to repay the amount paid over to such Loan Party (plus
any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the L/C Issuer in the
event the Administrative Agent, such Lender or the L/C Issuer is required to
repay such refund to such Governmental Authority. This subsection shall not be
construed to require the Administrative Agent, any Lender or the L/C Issuer to
make available its tax returns (or any other information relating to its taxes
that it deems confidential) to the Borrower or any other Person.

3.02     Illegality.

         If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to
determine or charge interest rates based upon the Eurodollar Rate, or any
Governmental Authority has imposed material restrictions on the authority of
such Lender to purchase or



                                       43
<PAGE>

sell, or to take deposits of, Dollars in the London interbank market, then, on
notice thereof by such Lender to the Borrower through the Administrative Agent,
any obligation of such Lender to make or continue Eurodollar Rate Loans or to
convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such
Lender notifies the Administrative Agent and the Borrower that the circumstances
giving rise to such determination no longer exist. Upon receipt of such notice,
the Borrower shall, upon demand from such Lender (with a copy to the
Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such
Eurodollar Rate Loans to such day, or immediately, if such Lender may not
lawfully continue to maintain such Eurodollar Rate Loans. Upon any such
prepayment or conversion, the Borrower shall also pay accrued interest on the
amount so prepaid or converted.

3.03     Inability to Determine Rates.

         If the Required Lenders determine that for any reason in connection
with any request for a Eurodollar Rate Loan or a conversion to or continuation
thereof that (a) Dollar deposits are not being offered to banks in the London
interbank eurodollar market for the applicable amount and Interest Period of
such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for
determining the Eurodollar Base Rate for any requested Interest Period with
respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Base Rate for
any requested Interest Period with respect to a proposed Eurodollar Rate Loan
does not adequately and fairly reflect the cost to the Lenders of funding such
Loan, the Administrative Agent will promptly notify the Borrower and all
Lenders. Thereafter, the obligation of the Lenders to make or maintain
Eurodollar Rate Loans shall be suspended until the Administrative Agent revokes
such notice. Upon receipt of such notice, the Borrower may revoke any pending
request for a Borrowing, conversion or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into a request for a
Borrowing of Base Rate Loans in the amount specified therein.

3.04     Increased Costs.

         (a) Increased Costs Generally. If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit, compulsory loan, insurance charge or similar requirement
         against assets of, deposits with or for the account of, or credit
         extended or participated in by, any Lender (except any reserve
         requirement reflected in the Eurodollar Rate or the L/C Issuer;

                  (ii) subject any Lender or the L/C Issuer to any tax of any
         kind whatsoever with respect to this Agreement, any Letter of Credit,
         any participation in a Letter of Credit or any Eurodollar Rate Loan
         made by it, or change the basis of taxation of payments to such Lender
         or the L/C Issuer in respect thereof (except for Indemnified Taxes or
         Other Taxes covered by Section 3.01 and the imposition of, or any
         change in the rate of, any Excluded Tax payable by such Lender or the
         L/C Issuer); or

                  (iii) impose on any Lender or the L/C Issuer or the London
         interbank market any other condition, cost or expense affecting this
         Agreement or Eurodollar Rate Loans made by such Lender or any Letter of
         Credit or participation therein;

         and the result of any of the foregoing shall be to increase the cost to
         such Lender of making or maintaining any Eurodollar Rate Loan (or of
         maintaining its obligation to make any such Loan), or to increase the
         cost to such Lender or the L/C Issuer of participating in, issuing or
         maintaining any Letter of




                                       44
<PAGE>

         Credit (or of maintaining its obligation to participate in or to issue
         any Letter of Credit), or to reduce the amount of any sum received or
         receivable by such Lender or the L/C Issuer hereunder (whether of
         principal, interest or any other amount) then, upon request of such
         Lender or the L/C Issuer, the Borrower will pay to such Lender or the
         L/C Issuer, as the case may be, such additional amount or amounts as
         will compensate such Lender or the L/C Issuer, as the case may be, for
         such additional costs incurred or reduction suffered.

         (b) Capital Requirements. If any Lender or the L/C Issuer determines
that any Change in Law affecting such Lender or the L/C Issuer or any Lending
Office of such Lender or such Lender's or the L/C Issuer's holding company, if
any, regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's or the L/C Issuer's capital or on the capital of
such Lender's or the L/C Issuer's holding company, if any, as a consequence of
this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender's or the L/C Issuer's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's or
the L/C Issuer's policies and the policies of such Lender's or the L/C Issuer's
holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer or
such Lender's or the L/C Issuer's holding company for any such reduction
suffered.

         (c) Certificates for Reimbursement. A certificate of a Lender or the
L/C Issuer setting forth the amount or amounts necessary to compensate such
Lender or the L/C Issuer or its holding company, as the case may be, as
specified in subsection (a) or (b) of this Section and delivered to the Borrower
shall be conclusive absent manifest error. The Borrower shall pay such Lender or
the L/C Issuer, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

         (d) Delay in Requests. Failure or delay on the part of any Lender or
the L/C Issuer to demand compensation pursuant to the foregoing provisions of
this Section shall not constitute a waiver of such Lender's or the L/C Issuer's
right to demand such compensation, provided that the Borrower shall not be
required to compensate a Lender or the L/C Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions
suffered more than nine months prior to the date that such Lender or the L/C
Issuer, as the case may be, notifies the Borrower of the Change in Law giving
rise to such increased costs or reductions and of such Lender's or the L/C
Issuer'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).

3.05     Compensation for Losses.

         Upon demand of any Lender (with a copy to the Administrative Agent)
from time to time, the Borrower shall promptly compensate such Lender for and
hold such Lender harmless from any loss, cost or expense incurred by it as a
result of:

                  (a) any continuation, conversion, payment or prepayment of any
         Loan other than a Base Rate Loan on a day other than the last day of
         the Interest Period for such Loan (whether voluntary, mandatory,
         automatic, by reason of acceleration, or otherwise);

                  (b) any failure by the Borrower (for a reason other than the
         failure of such Lender to make a Loan) to prepay, borrow, continue or
         convert any Loan other than a Base Rate Loan on the date or in the
         amount notified by the Borrower; or




                                       45
<PAGE>

                  (c) any assignment of a Eurodollar Rate Loan on a day other
         than the last day of the Interest Period therefor as a result of:

                           (i) a request by the Borrower pursuant to Section
                  11.13; or

                           (ii) an assignment by Bank of America pursuant to
                  Section 11.06(b) as part of the primary syndication of the
                  Commitments and Loans during the 180-day period immediately
                  following the Closing Date, provided that Bank of America
                  agrees to use reasonable efforts to reduce the breakage costs
                  payable by the Borrower in connection therewith (including,
                  without limitation, to the extent reasonably practical,
                  closing such assignments at the end of Interest Periods of
                  outstanding Eurodollar Rate Loans);

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

         For purposes of calculating amounts payable by the Borrower to the
Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining
the Eurodollar Rate for such Loan by a matching deposit or other borrowing in
the London interbank eurodollar market for a comparable amount and for a
comparable period, whether or not such Eurodollar Rate Loan was in fact so
funded.

3.06     Mitigation Obligations; Replacement of Lenders.

         (a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 3.04, or 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 3.01, or if any Lender gives a notice pursuant to
Section 3.02, 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 judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04,
as the case may be, in the future, or eliminate the need for the notice pursuant
to Section 3.02, as applicable, and (ii) in each case, 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 reasonable
costs and expenses incurred by any Lender in connection with any such
designation or assignment.

         (b) Replacement of Lenders. If any Lender requests compensation under
Section 3.04, 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 3.01, the Borrower may replace such Lender in accordance with Section
11.13.

3.07     Survival.

         All of the Borrower's obligations under this Article III shall survive
termination of the Aggregate Revolving Commitments and repayment of all other
Obligations hereunder.




                                       46
<PAGE>



                                   ARTICLE IV

                                    GUARANTY

4.01     The Guaranty.

         Each of the Guarantors hereby jointly and severally guarantees to each
Lender, each Affiliate of a Lender that enters into a Swap Contract or a
Treasury Management Agreement with a Loan Party, and the Administrative Agent as
hereinafter provided, as primary obligor and not as surety, the prompt payment
of the Obligations in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
strictly in accordance with the terms thereof. The Guarantors hereby further
agree that if any of the Obligations are not paid in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise), the Guarantors will, jointly and severally,
promptly pay the same, without any demand or notice whatsoever, and that in the
case of any extension of time of payment or renewal of any of the Obligations,
the same will be promptly paid in full when due (whether at extended maturity,
as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise) in accordance with the terms of such extension
or renewal.

         Notwithstanding any provision to the contrary contained herein or in
any other of the Loan Documents, Swap Contracts or Treasury Management
Agreements, the obligations of each Guarantor under this Agreement and the other
Loan Documents shall be limited to an aggregate amount equal to the largest
amount that would not render such obligations subject to avoidance under the
Debtor Relief Laws or any comparable provisions of any applicable state law.

4.02     Obligations Unconditional.

         The obligations of the Guarantors under Section 4.01 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Loan Documents, Swap
Contracts or Treasury Management Agreements, or any other agreement or
instrument referred to therein, or any substitution, release, impairment or
exchange of any other guarantee of or security for any of the Obligations, and,
to the fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever which might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor, it being the intent of this
Section 4.02 that the obligations of the Guarantors hereunder shall be absolute
and unconditional under any and all circumstances. Each Guarantor agrees that
such Guarantor shall have no right of subrogation, indemnity, reimbursement or
contribution against the Borrower or any other Guarantor for amounts paid under
this Article IV until such time as the Obligations have been paid in full and
the Commitments have expired or terminated. Without limiting the generality of
the foregoing, it is agreed that, to the fullest extent permitted by law, the
occurrence of any one or more of the following shall not alter or impair the
liability of any Guarantor hereunder, which shall remain absolute and
unconditional as described above:

                  (a) at any time or from time to time, without notice to any
         Guarantor, the time for any performance of or compliance with any of
         the Obligations shall be extended, or such performance or compliance
         shall be waived;

                  (b) any of the acts mentioned in any of the provisions of any
         of the Loan Documents, any Swap Contract or Treasury Management
         Agreement between any Loan Party and any Lender, or any Affiliate of a
         Lender, or any other agreement or instrument referred to in the Loan
         Documents, such Swap Contracts or such Treasury Management Agreements
         shall be done or omitted;



                                       47
<PAGE>


                  (c) the maturity of any of the Obligations shall be
         accelerated, or any of the Obligations shall be modified, supplemented
         or amended in any respect, or any right under any of the Loan
         Documents, any Swap Contract or Treasury Management Agreement between
         any Loan Party and any Lender, or any Affiliate of a Lender, or any
         other agreement or instrument referred to in the Loan Documents, such
         Swap Contracts or such Treasury Management Agreements shall be waived
         or any other guarantee of any of the Obligations or any security
         therefor shall be released, impaired or exchanged in whole or in part
         or otherwise dealt with;

                  (d) any Lien granted to, or in favor of, the Administrative
         Agent or any Lender or Lenders as security for any of the Obligations
         shall fail to attach or be perfected; or

                  (e) any of the Obligations shall be determined to be void or
         voidable (including, without limitation, for the benefit of any
         creditor of any Guarantor) or shall be subordinated to the claims of
         any Person (including, without limitation, any creditor of any
         Guarantor).

         With respect to its obligations hereunder, each Guarantor hereby
expressly waives diligence, presentment, demand of payment, protest and all
notices whatsoever, and any requirement that the Administrative Agent or any
Lender exhaust any right, power or remedy or proceed against any Person under
any of the Loan Documents, any Swap Contract or any Treasury Management
Agreement between any Loan Party and any Lender, or any Affiliate of a Lender,
or any other agreement or instrument referred to in the Loan Documents, such
Swap Contracts or such Treasury Management Agreements, or against any other
Person under any other guarantee of, or security for, any of the Obligations.

4.03     Reinstatement.

         The obligations of the Guarantors under this Article IV shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Obligations is rescinded or must be
otherwise restored by any holder of any of the Obligations, whether as a result
of any proceedings in bankruptcy or reorganization or otherwise, and each
Guarantor agrees that it will indemnify the Administrative Agent and each Lender
on demand for all reasonable costs and expenses (including, without limitation,
the reasonable fees, charges and disbursements of counsel) incurred by the
Administrative Agent or such Lender in connection with such rescission or
restoration, including any such reasonable costs and expenses incurred in
defending against any claim alleging that such payment constituted a preference,
fraudulent transfer or similar payment under any bankruptcy, insolvency or
similar law.

4.04     Certain Additional Waivers.

         Each Guarantor agrees that such Guarantor shall have no right of
recourse to security for the Obligations, except through the exercise of rights
of subrogation pursuant to Section 4.02 and through the exercise of rights of
contribution pursuant to Section 4.06.

4.05     Remedies.

         The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, the Obligations may be declared to be forthwith due
and payable as provided in Section 9.02 (and shall be deemed to have become
automatically due and payable in the circumstances provided in said Section
9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other
prohibition preventing such declaration (or preventing the Obligations from
becoming automatically due and payable) as against any other Person and that, in
the event of such declaration (or the Obligations being deemed to have become
automatically due and payable), the Obligations (whether or not due and payable
by any other Person) shall forthwith become due



                                       48
<PAGE>

and payable by the Guarantors for purposes of Section 4.01. The Guarantors
acknowledge and agree that their obligations hereunder are secured in accordance
with the terms of the Collateral Documents and that the Lenders may exercise
their remedies thereunder in accordance with the terms thereof.

4.06     Rights of Contribution.

         The Guarantors agree among themselves that, in connection with payments
made hereunder, each Guarantor shall have contribution rights against the other
Guarantors as permitted under applicable law. Such contribution rights shall be
subordinate and subject in right of payment to the obligations of such
Guarantors under the Loan Documents and no Guarantor shall exercise such rights
of contribution until all Obligations have been paid in full and the Commitments
have terminated.

4.07     Guarantee of Payment; Continuing Guarantee.

         The guarantee in this Article IV is a guaranty of payment and not of
collection, is a continuing guarantee, and shall apply to all Obligations
whenever arising.


                                    ARTICLE V

                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

5.01     Conditions of Initial Credit Extension.

         The obligation of the L/C Issuer and each Lender to make its initial
Credit Extension hereunder is subject to satisfaction of the following
conditions precedent:

                  (a) Loan Documents. Receipt by the Administrative Agent of
         executed counterparts of this Agreement and the other Loan Documents,
         each properly executed by a Responsible Officer of the signing Loan
         Party and, in the case of this Agreement, by each Lender.

                  (b) Specified Acquisition.

                           (i) Receipt by the Administrative Agent of a copy of
                  the Specified Acquisition Documents as in effect on the
                  Closing Date, in each case certified by the Borrower as
                  complete and accurate copies;

                           (ii) The aggregate purchase price for the Acquired
                  Assets stated in the documents in clause (i) immediately above
                  shall not exceed approximately $131,000,000;

                           (iii) the Specified Acquisition shall have been
                  consummated (or substantially contemporaneously with the
                  advance of the initial Loans will be consummated)
                  substantially in accordance with the terms of the Specified
                  Acquisition Documents and in compliance with applicable Laws.

                  (c) Opinions of Counsel. Receipt by the Administrative Agent
         of favorable opinions of legal counsel to the Loan Parties, addressed
         to the Administrative Agent and each Lender, dated as of the Closing
         Date, and in form and substance satisfactory to the Administrative
         Agent.

                  (d) Financial Statements. The Administrative Agent shall have
         received:




                                       49
<PAGE>


                           (i) consolidated and consolidating financial
                  statements of the Borrower and its Subsidiaries for the fiscal
                  years ended December 31, 2001, December 31, 2002 and December
                  31, 2003, including balance sheets and income and cash flow
                  statements, in each case audited by independent public
                  accountants of recognized national standing and prepared in
                  conformity with GAAP;

                           (ii) unaudited consolidated and consolidating
                  financial statements of the Borrower and its Subsidiaries for
                  the fiscal quarter ending September 31, 2004, including
                  balance sheets and statements of income or operations,
                  shareholders' equity and cash flows (the "Interim Financial
                  Statements"); and

                           (iii) unaudited pro forma consolidated financial
                  statements of the Borrower and its Subsidiaries, after giving
                  effect to the Specified Acquisition, and forecasts prepared by
                  management of the Borrower of balance sheets, income
                  statements and cash flow statements on an annual basis for
                  each fiscal year commencing in the period between the Closing
                  Date through the Maturity Date.

                  (e) Consents. All material governmental, shareholder and third
         party consents (including Hart-Scott Rodino clearance) and approvals
         necessary in connection with the Specified Acquisition and the other
         transactions contemplated hereby shall have been obtained (or
         appropriate waivers obtained); all such consents and approvals shall be
         in force and effect; and all applicable waiting periods shall have
         expired without any action being taken by an authority that could
         restrain, prevent or impose any material adverse conditions on the
         Specified Acquisition or such other transactions or that could seek or
         threaten any of the foregoing, and no law or regulation shall be
         applicable which, in the reasonable judgment of the Administrative
         Agent, could have such effect.

                  (f) No Material Adverse Change. There shall not have occurred
         a material adverse change (i) since December 31, 2003 in the business,
         assets, properties, liabilities (actual or contingent), operations,
         condition (financial or otherwise) or prospects of the Borrower and its
         Subsidiaries, taken as a whole or (ii) in the business, assets,
         properties, liabilities (actual or contingent), operations, condition
         (financial or otherwise) or prospects of the Acquired Assets.

                  (g) Litigation. There shall not exist (i) any order, decree,
         judgment, ruling, or injunction which restrains the consummation of the
         Specified Acquisition in the manner contemplated by the Specified
         Acquisition Documents and (ii) any action, suit, investigation or
         proceeding pending or, to the knowledge of the Borrower, threatened in
         any court or before an arbitrator or Governmental Authority that could
         reasonably be expected to result in a Material Adverse Effect

                  (h) Organization Documents, Resolutions, Etc. Receipt by the
         Administrative Agent of the following, each of which shall be originals
         or facsimiles (followed promptly by originals), in form and substance
         satisfactory to the Administrative Agent and its legal counsel:

                           (i) copies of the Organization Documents of each Loan
                  Party certified to be true and complete as of a recent date by
                  the appropriate Governmental Authority of the state or other
                  jurisdiction of its incorporation or organization, where
                  applicable, and certified by a secretary or assistant
                  secretary of such Loan Party to be true and correct as of the
                  Closing Date;

                           (ii) such certificates of resolutions or other
                  action, incumbency certificates and/or other certificates of
                  Responsible Officers of each Loan Party as the Administrative




                                       50
<PAGE>

                  Agent may require evidencing the identity, authority and
                  capacity of each Responsible Officer thereof authorized to act
                  as a Responsible Officer in connection with this Agreement and
                  the other Loan Documents to which such Loan Party is a party;
                  and

                           (iii) such documents and certifications as the
                  Administrative Agent may reasonably require to evidence that
                  each Loan Party is duly organized or formed, and is validly
                  existing, in good standing and qualified to engage in business
                  in its state of organization or formation, the state of its
                  principal place of business and each other jurisdiction where
                  its ownership, lease or operation of properties or the conduct
                  of its business requires such qualification, except to the
                  extent that failure to do so could not reasonably be expected
                  to have a Material Adverse Effect.

                  (i) Perfection and Priority of Liens. Receipt by the
         Administrative Agent of the following:

                           (i) searches of UCC filings in the jurisdiction of
                  formation of each Loan Party, the jurisdiction of the chief
                  executive office of each Loan Party and each jurisdiction
                  where any Collateral is located or where a filing would need
                  to be made in order to perfect the Administrative Agent's
                  security interest in the Collateral, copies of the financing
                  statements on file in such jurisdictions and evidence that no
                  Liens exist other than Permitted Liens;

                           (ii) UCC financing statements for each appropriate
                  jurisdiction as is necessary, in the Administrative Agent's
                  sole discretion, to perfect the Administrative Agent's
                  security interest in the Collateral;

                           (iii) all certificates evidencing any certificated
                  Equity Interests pledged to the Administrative Agent pursuant
                  to the Security Agreement, together with duly executed in
                  blank, undated stock powers attached thereto (unless, with
                  respect to the pledged Equity Interests of any Foreign
                  Subsidiary, such stock powers are deemed unnecessary by the
                  Administrative Agent in its reasonable discretion under the
                  law of the jurisdiction of incorporation of such Person);

                           (iv) searches of ownership of, and Liens on,
                  intellectual property of each Loan Party in the appropriate
                  governmental offices; and

                           (v) duly executed notices of grant of security
                  interest in the form required by the Security Agreement as are
                  necessary, in the Administrative Agent's sole discretion, to
                  perfect the Administrative Agent's security interest in the
                  intellectual property of the Loan Parties.

                  (j) Evidence of Insurance. Receipt by the Administrative Agent
         of copies of insurance policies or certificates of insurance of the
         Loan Parties evidencing liability and casualty insurance meeting the
         requirements set forth in the Loan Documents, including, but not
         limited to, naming the Administrative Agent as additional insured (in
         the case of liability insurance) or loss payee (in the case of hazard
         insurance) on behalf of the Lenders.

                  (k) Closing Certificate. Receipt by the Administrative Agent
         of a certificate signed by a Responsible Officer of the Borrower
         certifying that the conditions specified in Sections 5.01(e)-(g) and
         Sections 5.02(a)-(c) have been satisfied.



                                       51
<PAGE>

                  (l) Fees. Receipt by the Administrative Agent and the Lenders
         of any fees required to be paid on or before the Closing Date.

                  (m) Attorney Costs. Unless waived by the Administrative Agent,
         the Borrower shall have paid all reasonable fees, charges and
         disbursements of counsel to the Administrative Agent to the extent
         invoiced prior to or on the Closing Date, plus such additional amounts
         of such fees, charges and disbursements as shall constitute its
         reasonable estimate of such reasonable fees, charges and disbursements
         incurred or to be incurred by it through the closing proceedings
         (provided that such payment of any estimated amount shall be subject to
         a final settling of accounts between the Borrower and the
         Administrative Agent, a report of which will be provided promptly after
         closing by the Administrative Agent).

5.02     Conditions to all Credit Extensions.

         The obligation of each Lender to honor any Request for Credit Extension
is subject to the following conditions precedent:

                  (a) The representations and warranties of the Borrower and
         each other Loan Party contained in Article VI or any other Loan
         Document, or which are contained in any document furnished at any time
         under or in connection herewith or therewith, shall be true and correct
         on and as of the date of such Credit Extension, except to the extent
         that such representations and warranties specifically refer to an
         earlier date, in which case they shall be true and correct as of such
         earlier date, and except that for purposes of this Section 5.02, the
         representations and warranties contained in subsections (a)-(c) of
         Section 6.05 shall be deemed to refer to the most recent statements
         furnished pursuant to clauses (a) and (b), respectively, of Section
         7.01.

                  (b) No Default shall exist, or would result from such proposed
         Credit Extension or from the application of the proceeds thereof.

                  (c) There shall not have been commenced against the Borrower
         or any Subsidiary an involuntary case under any applicable Debtor
         Relief Law, now or hereafter in effect, or any case, proceeding or
         other action for the appointment of a receiver, liquidator, assignee,
         custodian, trustee or sequestrator (or similar official) of such Person
         or for any substantial part of its Property or for the winding up or
         liquidation of its affairs, and such involuntary case or other case,
         proceeding or other action shall remain undismissed.

                  (d) The Administrative Agent and, if applicable, the L/C
         Issuer or the Swing Line Lender shall have received a Request for
         Credit Extension in accordance with the requirements hereof.

         Each Request for Credit Extension submitted by the Borrower shall be
deemed to be a representation and warranty that the conditions specified in
Sections 5.02(a), (b) and (c) have been satisfied on and as of the date of the
applicable Credit Extension.


                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         The Loan Parties represent and warrant to the Administrative Agent and
the Lenders that:




                                       52
<PAGE>

6.01     Existence, Qualification and Power.

         Each Loan Party (a) is duly organized or formed, validly existing and
in good standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own its
assets and carry on its business and (ii) execute, deliver and perform its
obligations under the Loan Documents to which it is a party, and (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license; except in each
case referred to in clause (b)(i) or (c), to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect.

6.02     Authorization; No Contravention.

         The execution, delivery and performance by each Loan Party of each Loan
Document to which such Person is party have been duly authorized by all
necessary corporate or other organizational action, and do not (a) contravene
the terms of any of such Person's Organization Documents; (b) conflict with or
result in any breach or contravention of, or the creation of any Lien under, or
require any payment to be made under (i) any Contractual Obligation to which
such Person is a party or affecting such Person or the properties of such Person
or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Person or its
property is subject; or (c) violate any Law (including, without limitation,
Regulation U or Regulation X issued by the FRB). Each Loan Party is in
compliance with all Contractual Obligations referred to in clause (b)(i), except
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect.

6.03     Governmental Authorization; Other Consents.

         No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority or any other Person is
necessary or required in connection with the execution, delivery or performance
by, or enforcement against, any Loan Party of this Agreement or any other Loan
Document other than (i) those that have already been obtained and are in full
force and effect and (ii) filings to perfect the Liens created by the Collateral
Documents.

6.04     Binding Effect.

         Each Loan Document has been duly executed and delivered by each Loan
Party that is party thereto. Each Loan Document constitutes a legal, valid and
binding obligation of each Loan Party that is party thereto, enforceable against
each such Loan Party in accordance with its terms, except as enforceability may
be affected by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors' rights generally or by general principles of equity.

6.05     Financial Statements; No Material Adverse Effect.

         (a) The Audited Financial Statements (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present the financial condition
of the Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all material indebtedness and other material
liabilities, direct or contingent, of the Borrower and its Subsidiaries as of
the date thereof, including material liabilities for taxes, commitments and
Indebtedness.



                                       53
<PAGE>


         (b) The Interim Financial Statements (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present the financial condition
of the Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby, subject, in the case of clauses (i)
and (ii), to the absence of footnotes and to normal year-end audit adjustments;
and (iii) show all material indebtedness and other material liabilities, direct
or contingent, of the Borrower and its Subsidiaries as of the date thereof,
including material liabilities for taxes, material commitments and Indebtedness.

         (c) From the date of the Interim Financial Statements to and including
the Closing Date, there has been no Disposition by the Borrower or any
Subsidiary, or any Involuntary Disposition, of any material part of the business
or Property of the Borrower and its Subsidiaries, taken as a whole, and no
purchase or other acquisition by any of them of any business or property
(including any Equity Interests of any other Person) material in relation to the
consolidated financial condition of the Borrower and its Subsidiaries, taken as
a whole, in each case, which is not reflected in the foregoing financial
statements or in the notes thereto and has not otherwise been disclosed in
writing to the Lenders on or prior to the Closing Date.

         (d) The financial statements delivered pursuant to Section 7.01(a) and
(b) have been prepared in accordance with GAAP (except as may otherwise be
permitted under Section 7.01(a) and (b)) and present fairly (on the basis
disclosed in the footnotes to such financial statements) the consolidated and,
in the case of annual financial statements delivered pursuant to Section
7.01(a), consolidating, financial condition, results of operations and cash
flows of the Borrower and its Subsidiaries as of the dates thereof and for the
periods covered thereby.

         (e) Since December 31, 2003 there has been no event or circumstance
that has had or could reasonably be expected to have a Material Adverse Effect.

6.06     Litigation.

         There are no actions, suits, proceedings, claims or disputes pending
or, to the knowledge of the Loan Parties, threatened at law, in equity, in
arbitration or before any Governmental Authority, by or against the Borrower or
any of its Subsidiaries or against any of their properties or revenues that (a)
purport to affect or pertain to this Agreement or any other Loan Document, or
any of the transactions contemplated hereby or (b) if determined adversely,
could reasonably be expected to have a Material Adverse Effect.

6.07     No Default.

         (a) Neither the Borrower nor any Subsidiary is in default under or with
respect to any Contractual Obligation that could reasonably be expected to have
a Material Adverse Effect.

         (b) No Default has occurred and is continuing.

6.08     Ownership of Property; Liens.

         Each of the Borrower and its Subsidiaries has good record and
marketable title in fee simple to, or valid leasehold interests in, all real
property necessary in the ordinary conduct of its business, except for such
defects in title and other matters as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. The
property of the Borrower and its Subsidiaries is subject to no Liens, other than
Permitted Liens.



                                       54
<PAGE>


6.09     Environmental Compliance.

         Except as could not reasonably be expected to have a Material Adverse
Effect:

                  (a) Each of the Facilities and all operations at the
         Facilities are in compliance with all applicable Environmental Laws,
         and there is no violation of any Environmental Law with respect to the
         Facilities or the Businesses, and there are no conditions relating to
         the Facilities or the Businesses that could give rise to liability
         under any applicable Environmental Laws.

                  (b) None of the Facilities contains, or has previously
         contained, any Hazardous Materials at, on or under the Facilities in
         amounts or concentrations that constitute or constituted a violation
         of, or could give rise to liability under, Environmental Laws.

                  (c) Neither the Borrower nor any Subsidiary has received any
         written or verbal notice of, or inquiry from any Governmental Authority
         regarding, any violation, alleged violation, non-compliance, liability
         or potential liability regarding environmental matters or compliance
         with Environmental Laws with regard to any of the Facilities or the
         Businesses, nor does any Responsible Officer of any Loan Party have
         knowledge or reason to believe that any such notice will be received or
         is being threatened.

                  (d) Hazardous Materials have not been transported or disposed
         of from the Facilities, or generated, treated, stored or disposed of
         at, on or under any of the Facilities or any other location, in each
         case by or on behalf the Borrower or any Subsidiary in violation of, or
         in a manner that would be reasonably likely to give rise to liability
         under, any applicable Environmental Law.

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

                  (f) There has been no release or threat of release of
         Hazardous Materials at or from the Facilities, or arising from or
         related to the operations (including, without limitation, disposal) of
         the Borrower or any Subsidiary in connection with the Facilities or
         otherwise in connection with the Businesses, in violation of or in
         amounts or in a manner that could give rise to liability under
         Environmental Laws.

6.10     Insurance.

         The properties of the Borrower and its Subsidiaries are insured with
financially sound and reputable insurance companies 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 the applicable Subsidiary
operates.

6.11     Taxes.

         The Borrower and its Subsidiaries have filed all federal, state and
other material tax returns and reports required to be filed, and have paid all
federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings



                                       55
<PAGE>

diligently conducted and for which adequate reserves have been provided in
accordance with GAAP. To the knowledge of the Borrower, there is no proposed tax
assessment against the Borrower or any Subsidiary that would, if made, have a
Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is
party to any tax sharing agreement with any Person that is not a Loan Party.

6.12     ERISA Compliance.

         (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Internal Revenue Code and other federal or
state Laws. Each Plan that is intended to qualify under Section 401(a) of the
Internal Revenue Code has received a favorable determination letter from the IRS
or an application for such a letter is currently being processed by the IRS with
respect thereto and, to the best knowledge of the Loan Parties, nothing has
occurred which would prevent, or cause the loss of, such qualification. Each
Loan Party and each ERISA Affiliate have made all required contributions to each
Plan subject to Section 412 of the Internal Revenue Code, and no application for
a funding waiver or an extension of any amortization period pursuant to Section
412 of the Internal Revenue Code has been made with respect to any Plan.

         (b) There are no pending or, to the best knowledge of the Loan Parties,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could be reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse Effect.

         (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) no Loan Party or
any ERISA Affiliate has incurred, or reasonably expects to incur, any liability
under Title IV of ERISA with respect to any Pension Plan (other than premiums
due and not delinquent under Section 4007 of ERISA); (iv) no Loan Party or any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and
no event has occurred which, with the giving of notice under Section 4219 of
ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with
respect to a Multiemployer Plan; and (v) no Loan Party or any ERISA Affiliate
has engaged in a transaction that could be subject to Section 4069 or 4212(c) of
ERISA.

6.13     Subsidiaries.

         Set forth on Schedule 6.13 is a complete and accurate list as of the
Closing Date of each Subsidiary, together with (i) jurisdiction of formation,
(ii) number of shares of each class of Equity Interests outstanding, (iii)
number and percentage of outstanding shares of each class owned (directly or
indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if
exercised, of all outstanding options, warrants, rights of conversion or
purchase and all other similar rights with respect thereto. The outstanding
Equity Interests of each Subsidiary are validly issued, fully paid and
non-assessable.

6.14     Margin Regulations; Investment Company Act; Public Utility Holding
         Company Act.

         (a) The Borrower is not engaged and will not engage, principally or as
one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock.
Following the application of the proceeds of each Borrowing or drawing under
each Letter of Credit, not more than twenty-five percent (25%) of the value of
the assets (either of the Borrower only or of the Borrower and its Subsidiaries
on a consolidated basis) subject to the provisions of Section 8.01 or Section
8.05 or subject to any restriction contained in any agreement or instrument
between the Borrower and any



                                       56
<PAGE>

Lender or any Affiliate of any Lender relating to Indebtedness and within the
scope of Section 9.01(e) will be margin stock.

         (b) None of the Borrower, any Person Controlling the Borrower, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.

6.15     Disclosure.

         Each Loan Party has disclosed to the Administrative Agent and the
Lenders all agreements, instruments and corporate or other restrictions to which
it or any of its Subsidiaries is subject, and all other matters known to it,
that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect. No report, financial statement, certificate or
other information furnished (whether in writing or orally) by or on behalf of
any Loan Party to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or under any other Loan Document (in each case, as modified
or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial
information, the Loan Parties represent only that such information was prepared
in good faith based upon assumptions believed to be reasonable at the time.

6.16     Compliance with Laws.

         Each of the Borrower and each Subsidiary is in compliance with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its properties, except in such instances in which (a)
such requirement of Law or order, writ, injunction or decree is being contested
in good faith by appropriate proceedings diligently conducted or (b) the failure
to comply therewith could not reasonably be expected to have a Material Adverse
Effect.

6.17     Intellectual Property; Licenses, Etc.

         The Borrower and its Subsidiaries own, or possess the legal right to
use, all of the trademarks, service marks, trade names, copyrights, patents,
patent rights, franchises, licenses and other intellectual property rights
(collectively, "IP Rights") that are reasonably necessary for the operation of
their respective businesses. Set forth on Schedule 6.17 is a list of all IP
Rights registered or pending registration with the United States Copyright
Office or the United States Patent and Trademark Office and owned by each Loan
Party as of the Closing Date. Except for such claims and infringements that
could not reasonably be expected to have a Material Adverse Effect, no claim has
been asserted and is pending by any Person challenging or questioning the use of
any IP Rights or the validity or effectiveness of any IP Rights, nor does any
Loan Party know of any such claim, and, to the knowledge of the Responsible
Officers of the Loan Parties, the use of any IP Rights by the Borrower or any
Subsidiary or the granting of a right or a license in respect of any IP Rights
from the Borrower or any Subsidiary does not infringe on the rights of any
Person. As of the Closing Date, none of the IP Rights owned by any of the Loan
Parties has been licensed by such Loan Party pursuant to a licensing agreement
or similar arrangement except as set forth on Schedule 6.17.




                                       57
<PAGE>


6.18     Business Locations.

         Set forth on Schedule 6.18(a) is a list of all real property located in
the United States that is owned or leased by the Loan Parties as of the Closing
Date. Set forth on Schedule 6.18(b) is a list of all locations where any
tangible personal property of any Loan Party valued in excess of $50,000 in the
aggregate is located as of the Closing Date. Set forth on Schedule 6.18(c) is
the chief executive office, tax payer identification number and organizational
identification number of each Loan Party as of the Closing Date. The exact legal
name and state of organization of each Loan Party is as set forth on the
signature pages hereto. Except as set forth on Schedule 6.18(d), no Loan Party
has during the five years preceding the Closing Date (i) changed its legal name,
(ii) changed its state of formation, or (iii) been party to a merger,
consolidation or other change in structure.

6.19     Representations in Specified Acquisition Documents.

         Each representation and warranty made by the Borrower or any Subsidiary
in the Specified Acquisition Documents is true and correct in all material
respects.


                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Loan Parties shall and shall cause each
Subsidiary to:

7.01     Financial Statements.

         Deliver to the Administrative Agent, in form and detail satisfactory to
the Administrative Agent:

                  (a) as soon as available, but in any event within ninety days
         after the end of each fiscal year of the Borrower, a consolidated and
         consolidating balance sheet of the Borrower and its Subsidiaries as at
         the end of such fiscal year, and the related consolidated and
         consolidating statements of income or operations, shareholders' equity
         and cash flows for such fiscal year, setting forth in each case in
         comparative form the figures for the previous fiscal year, all in
         reasonable detail and prepared in accordance with GAAP, audited and
         accompanied by a report and opinion of an independent certified public
         accountant of nationally recognized standing reasonably acceptable to
         the Required Lenders, which report and opinion shall be prepared in
         accordance with generally accepted auditing standards and shall not be
         subject to any "going concern" or like qualification or exception or
         any qualification or exception as to the scope of such audit; and

                  (b) as soon as available, but in any event within forty-five
         days after the end of each of the first three (3) fiscal quarters of
         each fiscal year of the Borrower, a consolidated and consolidating
         balance sheet of the Borrower and its Subsidiaries as at the end of
         such fiscal quarter, and the related consolidated and consolidating
         statements of income or operations, shareholders' equity and cash flows
         for such fiscal quarter and for the portion of the Borrower's fiscal
         year then ended, setting forth in each case in comparative form the
         figures for the corresponding fiscal quarter of the previous fiscal
         year and the corresponding portion of the previous fiscal year, all in
         reasonable detail and certified by a Responsible Officer of the
         Borrower as fairly presenting the financial condition, results of
         operations, shareholders' equity





                                       58
<PAGE>

         and cash flows of the Borrower and its Subsidiaries in accordance with
         GAAP, subject only to normal year-end audit adjustments and the absence
         of footnotes.

         As to any information contained in materials furnished pursuant to
         Section 7.02(d), the Borrower shall not be separately required to
         furnish such information under clause (a) or (b) above, but the
         foregoing shall not be in derogation of the obligation of the Borrower
         to furnish the information and materials described in clauses (a) and
         (b) above at the times specified therein.

7.02     Certificates; Other Information.

         Deliver to the Administrative Agent, in form and detail satisfactory to
the Administrative Agent:

                  (a) concurrently with the delivery of the financial statements
         referred to in Sections 7.01(a) and (b), a duly completed Compliance
         Certificate signed by a Responsible Officer of the Borrower;

                  (b) at least thirty (30) days following the first day of each
         fiscal year of the Borrower, beginning with the fiscal year commencing
         January 1, 2006, an annual business plan and budget of the Borrower and
         its Subsidiaries containing, among other things, pro forma financial
         statements for each quarter of the next fiscal year;

                  (c) promptly after any request by the Administrative Agent or
         any Lender, copies of any detailed audit reports, management letters or
         recommendations submitted to the board of directors (or the audit
         committee of the board of directors) of the Borrower by independent
         accountants in connection with the accounts or books of the Borrower or
         any Subsidiary, or any audit of any of them;

                  (d) promptly after the same are available, copies of each
         annual report, proxy or financial statement or other report or
         communication sent to the stockholders of the Borrower, and copies of
         all annual, regular, periodic and special reports and registration
         statements which the Borrower may file or be required to file with the
         SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934,
         and not otherwise required to be delivered to the Administrative Agent
         pursuant hereto;

                  (e) promptly after the furnishing thereof, copies of any
         statement or report furnished to any holder of debt securities of any
         Loan Party or any Subsidiary thereof pursuant to the terms of any
         indenture, loan or credit or similar agreement and not otherwise
         required to be furnished to the Lenders pursuant to Section 7.01 or any
         other clause of this Section 7.02;

                  (f) promptly, and in any event within five (5) Business Days
         after receipt thereof by any Loan Party or any Subsidiary thereof,
         copies of each notice or other correspondence received from the SEC (or
         comparable agency in any applicable non-U.S. jurisdiction) concerning
         any investigation or possible investigation or other inquiry by such
         agency regarding financial or other operational results of any Loan
         Party or any Subsidiary thereof;

                  (g) promptly, such additional information regarding the
         business, financial or corporate affairs of the Borrower or any
         Subsidiary, or compliance with the terms of the Loan Documents, as the
         Administrative Agent or any Lender may from time to time reasonably
         request; and




                                       59
<PAGE>

                  (h) concurrently with the delivery of the financial statements
         referred to in Sections 7.01(a) and (b), a certificate of a Responsible
         Officer of the Borrower (i) listing (A) all applications, if any, for
         Copyrights, Patents or Trademarks (each such term as defined in the
         Security Agreement) made since the date of the prior certificate (or,
         in the case of the first such certificate, the Closing Date), (B) all
         issuances of registrations or letters on existing applications for
         Copyrights, Patents and Trademarks (each such term as defined in the
         Security Agreement) received since the date of the prior certificate
         (or, in the case of the first such certificate, the Closing Date), and
         (C) all Trademark Licenses, Copyright Licenses and Patent Licenses
         (each such term as defined in the Security Agreement) entered into
         since the date of the prior certificate (or, in the case of the first
         such certificate, the Closing Date), and (ii) attaching the insurance
         binder or other evidence of insurance for any insurance coverage of the
         Borrower or any Subsidiary that was renewed, replaced or modified
         during the period covered by such financial statements.

         Documents required to be delivered pursuant to Section 7.01(a) or (b)
or Section 7.02(d) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the Borrower's
website on the Internet at the website address listed on Schedule 11.02; or (ii)
on which such documents are posted on the Borrower's behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that: (i) upon the written request of any Lender
through the Administrative Agent, the Borrower shall deliver paper copies of
such documents to the Administrative Agent for distribution to such Lender until
a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii) the Borrower shall notify the
Administrative Agent (by telecopier or electronic mail) of the posting of any
such documents and provide to the Administrative Agent by electronic mail
electronic versions (i.e., soft copies) of such documents. Notwithstanding
anything contained herein, in every instance the Borrower shall be required to
provide paper copies of the Compliance Certificates required by Section 7.02(a)
to the Administrative Agent. Except for such Compliance Certificates, the
Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Borrower with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.

         The Borrower hereby acknowledges that (a) the Administrative Agent
and/or BAS will make available to the Lenders and the L/C Issuer materials
and/or information provided by or on behalf of the Borrower hereunder
(collectively, "Borrower Materials") by posting the Borrower Materials on
IntraLinks or another similar electronic system (the "Platform") and (b) certain
of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to
receive material non-public information with respect to the Borrower or its
securities) (each, a "Public Lender"). The Borrower hereby agrees that (w) all
Borrower Materials that are to be made available to Public Lenders may be
clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that
the word "PUBLIC" shall appear prominently on the first page thereof; (x) by
marking Borrower Materials "PUBLIC," the Borrower shall be deemed to have
authorized the Administrative Agent, BAS and the Lenders to treat such Borrower
Materials as either publicly available information or not material information
(although it may be sensitive and proprietary) with respect to the Borrower or
its securities for purposes of United States federal and state securities laws;
(y) all Borrower Materials marked "PUBLIC" are permitted to be made available
through a portion of the Platform designated as "Public Investor;" and (z) the
Administrative Agent and BAS shall be entitled to treat any Borrower Materials
that are not marked "PUBLIC" as being suitable only for posting on a portion of
the Platform not marked as "Public Investor". Notwithstanding the foregoing, the
Borrower shall be under no obligation to mark any Borrower Materials "PUBLIC".




                                       60
<PAGE>

7.03     Notices.

         (a) Promptly (and in any event, within five (5) Business Days after
becoming aware thereof) notify the Administrative Agent of the occurrence of any
Default.

         (b) Promptly notify the Administrative Agent of any matter that has
resulted or could reasonably be expected to result in a Material Adverse Effect.

         (c) Promptly notify the Administrative Agent of the occurrence of any
ERISA Event.

         (d) Promptly notify the Administrative Agent of any material change in
accounting policies or financial reporting practices by the Borrower or any
Subsidiary.

         (e) Upon the reasonable written request of the Administrative Agent
following the occurrence of any event or the discovery of any condition which
the Administrative Agent or the Required Lenders reasonably believe has caused
(or could be reasonably expected to cause) the representations and warranties
set forth in Section 6.09 to be untrue in any material respect, furnish or cause
to be furnished to the Administrative Agent, at the Loan Parties' expense, a
report of an environmental assessment of reasonable scope, form and depth,
(including, where appropriate, invasive soil or groundwater sampling) by a
consultant reasonably acceptable to the Administrative Agent as to the nature
and extent of the presence of any Materials of Environmental Concern on any Real
Properties (as defined in Section 6.09) and as to the compliance by the Borrower
or any of its Subsidiaries with Environmental Laws at such Real Properties. If
the Loan Parties fail to deliver such an environmental report within
seventy-five (75) days after receipt of such written request then the
Administrative Agent may arrange for the same, and the Loan Parties hereby grant
to the Administrative Agent and its representatives access to the Real
Properties to reasonably undertake such an assessment (including, where
appropriate, invasive soil or groundwater sampling). The reasonable cost of any
assessment arranged for by the Administrative Agent pursuant to this provision
will be payable by the Loan Parties on demand and added to the obligations
secured by the Collateral Documents.

         Each notice pursuant to this Section 7.03(a) through (e) shall be
accompanied by a statement of a Responsible Officer of the Borrower setting
forth details of the occurrence referred to therein and stating what action the
Borrower has taken and proposes to take with respect thereto. Each notice
pursuant to Section 7.03(a) shall describe with particularity any and all
provisions of this Agreement and any other Loan Document that have been
breached.

7.04     Payment of Taxes.

         Pay and discharge, as the same shall become due and payable, all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrower or such Subsidiary.

7.05     Preservation of Existence, Etc.

         (a) Preserve, renew and maintain in full force and effect its legal
existence under the Laws of the jurisdiction of its organization except in a
transaction permitted by Section 8.04 or 8.05.

         (b) Preserve, renew and maintain in full force and effect its good
standing under the Laws of the jurisdiction of its organization, except to the
extent the failure to do so could not reasonably be expected to have a Material
Adverse Effect.



                                       61
<PAGE>


         (c) Take all reasonable action to maintain all rights, privileges,
permits, licenses and franchises necessary or desirable in the normal conduct of
its business, except to the extent that the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

         (d) Preserve or renew all of its material registered patents,
copyrights, trademarks, trade names and service marks, the non-preservation of
which could reasonably be expected to have a Material Adverse Effect.

7.06     Maintenance of Properties.

         (a) Maintain, preserve and protect all of its material properties and
equipment necessary in the operation of its business in good working order and
condition, ordinary wear and tear excepted.

         (b) Make all necessary repairs thereto and renewals and replacements
thereof, except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect.

         (c) Use the standard of care typical in the industry in the operation
and maintenance of its facilities.

7.07     Maintenance of Insurance.

         Maintain in full force and effect insurance (including worker's
compensation insurance, liability insurance, casualty insurance and business
interruption insurance) with financially sound and reputable insurance companies
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 the
applicable Subsidiary operates. The Administrative Agent shall be named as loss
payee or and/or additional insured with respect to any such insurance providing
coverage in respect of any Collateral, and each provider of any such insurance
shall agree, by endorsement upon the policy or policies issued by it or by
independent instruments furnished to the Administrative Agent, that it will give
the Administrative Agent thirty (30) days prior written notice before any such
policy or policies shall be altered or canceled.

7.08     Compliance with Material Contractual Obligations and Laws.

         Comply with all material Contractual Obligations and the requirements
of all Laws and all orders, writs, injunctions and decrees applicable to it or
to its business or property, except in such instances in which (a) such
requirement of Law or order, writ, injunction or decree is being contested in
good faith by appropriate proceedings diligently conducted; or (b) the failure
to comply therewith could not reasonably be expected to have a Material Adverse
Effect.

7.09     Books and Records.

         (a) Maintain proper books of record and account, in which full, true
and correct entries in conformity with GAAP consistently applied shall be made
of all financial transactions and matters involving the assets and business of
the Borrower or such Subsidiary, as the case may be.

         (b) Maintain such books of record and account in material conformity
with all applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Borrower or such Subsidiary, as the case may be.



                                       62
<PAGE>


7.10     Inspection Rights.

         (a) Permit representatives and independent contractors of the
Administrative Agent and each Lender to visit and inspect any of its properties,
to examine its corporate, financial and operating records, and make copies
thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants, all
at the expense of the Borrower and at such reasonable times during normal
business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrower; provided, however, that when an Event of Default
exists the Administrative Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the
expense of the Borrower at any time during normal business hours and without
advance notice.

         (b) If requested by the Administrative Agent in its sole discretion,
permit the Administrative Agent, and its representatives, upon reasonable
advance notice to the Borrower, to conduct an annual audit of the Collateral at
the expense of the Borrower.

7.11     Use of Proceeds.

         Use the proceeds of the Credit Extensions (a) to refinance Indebtedness
outstanding under the Existing Credit Agreement, (b) to finance the Specified
Acquisition and (c) for working capital, Permitted Acquisitions, capital
expenditures and other general corporate purposes; provided that in no event
shall the proceeds of the Credit Extensions be used in contravention of any Law
or of any Loan Document.

7.12     Additional Subsidiaries.

         Within thirty (30) days after the acquisition or formation of any
Subsidiary:

                  (a) notify the Administrative Agent thereof in writing,
         together with the (i) jurisdiction of formation, (ii) number of shares
         of each class of Equity Interests outstanding, (iii) number and
         percentage of outstanding shares of each class owned (directly or
         indirectly) by the Borrower or any Subsidiary and (iv) number and
         effect, if exercised, of all outstanding options, warrants, rights of
         conversion or purchase and all other similar rights with respect
         thereto; and

                  (b) if such Subsidiary is a Domestic Subsidiary, cause such
         Person to (i) become a Guarantor by executing and delivering to the
         Administrative Agent a Joinder Agreement or such other documents as the
         Administrative Agent shall deem appropriate for such purpose, and (ii)
         deliver to the Administrative Agent documents of the types referred to
         in Sections 5.01(f) and (g) and favorable opinions of counsel to such
         Person (which shall cover, among other things, the legality, validity,
         binding effect and enforceability of the documentation referred to in
         clause (a)), all in form, content and scope reasonably satisfactory to
         the Administrative Agent.

         The Lenders agree that any Subsidiary that is an Immaterial Subsidiary
shall not be required to become a Guarantor so long as (A) such Subsidiary
remains an Immaterial Subsidiary and (B) the aggregate fair market value of
Property owned by all Immaterial Subsidiaries that are not Guarantors does not
exceed $1 million.

7.13     ERISA Compliance.

         Do, and cause each of its ERISA Affiliates to do, each of the
following: (a) maintain each Plan in compliance in all material respects with
the applicable provisions of ERISA, the Internal Revenue Code and other federal
or state law; (b) cause each Plan that is qualified under Section 401(a) of the
Internal



                                       63
<PAGE>

Revenue Code to maintain such qualification; and (c) make all required
contributions to any Plan subject to Section 412 of the Internal Revenue Code.

7.14     Pledged Assets.

         (a) Equity Interests. The Loan Parties will cause (a) one hundred
percent (100%) of the issued and outstanding Equity Interests of each Domestic
Subsidiary and (b) sixty-five percent (65%) (or such greater percentage that,
due to a change in an applicable Law after the date hereof, (1) could not
reasonably be expected to cause the undistributed earnings of such Foreign
Subsidiary as determined for United States federal income tax purposes to be
treated as a deemed dividend to such Foreign Subsidiary's United States parent
and (2) could not reasonably be expected to cause any material adverse tax
consequences) of the issued and outstanding Equity Interests entitled to vote
(within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred
percent (100%) of the issued and outstanding Equity Interests not entitled to
vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign
Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be
subject at all times to a first priority, perfected Lien in favor of the
Administrative Agent pursuant to the terms and conditions of the Collateral
Documents, together with opinions of counsel and any filings and deliveries
reasonably necessary in connection therewith to perfect the security interests
therein, all in form and substance reasonably satisfactory to the Administrative
Agent.

         (b) Other Property. Each Loan Party will (i) cause all of its owned and
leased personal Property other than Excluded Property to be subject at all times
to first priority, perfected Liens in favor of the Administrative Agent to
secure the Obligations pursuant to the terms and conditions of the Collateral
Documents or, with respect to any such Property acquired subsequent to the
Closing Date, such other additional security documents as the Administrative
Agent shall reasonably request, subject in any case to Permitted Liens and (ii)
deliver such other documentation as the Administrative Agent may reasonably
request in connection with the foregoing, including, without limitation,
appropriate UCC financing statements, landlord's waivers, certified resolutions
and other organizational and authorizing documents of such Person, favorable
opinions of counsel to such Person (which shall cover, among other things, the
legality, validity, binding effect and enforceability of the documentation
referred to above and the perfection of the Administrative Agent's Liens
thereunder) and other items of the types required to be delivered pursuant to
Section 5.01(g), all in form, content and scope reasonably satisfactory to the
Administrative Agent.

7.15     Summit Promissory Notes.

         Within ninety (90) days of the Closing Date, deliver to the
Administrative Agent a subordination agreement executed by the holders of the
Summit Promissory Notes that (a) is for the benefit of the Administrative Agent,
on behalf of the Lenders, (b) subordinates the Summit Promissory Notes to the
Obligations and (c) is otherwise substantially similar to the subordination
agreement in effect on the Closing Date between such holders and Bank of
America.




                                       64
<PAGE>


                                  ARTICLE VIII

                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, no Loan Party shall, nor shall it permit any
Subsidiary to, directly or indirectly:

8.01     Liens.

         Create, incur, assume or suffer to exist any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired, other
than the following:

                  (a) Liens pursuant to any Loan Document;

                  (b) Liens existing on the date hereof and listed on Schedule
         8.01 and any renewals or extensions thereof, provided that (i) the
         Property covered thereby is not changed, (ii) the amount secured or
         benefited thereby is not increased, (iii) the direct or any contingent
         obligor with respect thereto is not changed, and (iv) any renewal or
         extension of the obligations secured or benefited thereby is permitted
         by Section 8.03(b);

                  (c) Liens (other than Liens imposed under ERISA) for taxes,
         assessments or governmental charges or levies not yet delinquent or
         which are being contested in good faith and by appropriate proceedings
         diligently conducted, if adequate reserves with respect thereto are
         maintained on the books of the applicable Person in accordance with
         GAAP;

                  (d) statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, materialmen and suppliers and other Liens
         imposed by law or pursuant to customary reservations or retentions of
         title arising in the ordinary course of business, provided that such
         Liens secure only amounts not yet due and payable or, if due and
         payable, are unfiled and no other action has been taken to enforce the
         same or are being contested in good faith by appropriate proceedings
         for which adequate reserves determined in accordance with GAAP have
         been established;

                  (e) pledges or deposits in the ordinary course of business in
         connection with workers' compensation, unemployment insurance and other
         social security legislation, other than any Lien imposed by ERISA;

                  (f) deposits to secure the performance of bids, trade
         contracts and leases (other than Indebtedness), statutory obligations,
         surety bonds (other than bonds related to judgments or litigation),
         performance bonds and other obligations of a like nature incurred in
         the ordinary course of business;

                  (g) easements, rights-of-way, restrictions and other similar
         encumbrances affecting real property which, in the aggregate, are not
         substantial in amount, and which do not in any case materially detract
         from the value of the property subject thereto or materially interfere
         with the ordinary conduct of the business of the applicable Person;

                  (h) Liens securing judgments for the payment of money (or
         appeal or other surety bonds relating to such judgments) not in excess
         of the Threshold Amount (except to the extent covered by independent
         third-party insurance as to which the insurer has acknowledged in
         writing




                                       65
<PAGE>

         its obligation to cover), unless any such judgment remains undischarged
         for a period of more than thirty consecutive days during which
         execution is not effectively stayed;

                  (i) Liens securing Indebtedness permitted under Section
         8.03(e); provided that (i) such Liens do not at any time encumber any
         Property other than the Property financed by such Indebtedness, (ii)
         the Indebtedness secured thereby does not exceed the cost or fair
         market value, whichever is lower, of the Property being acquired on the
         date of acquisition and (iii) such Liens attach to such Property
         concurrently with or within ninety days after the acquisition thereof;

                  (j) leases or subleases granted to others not interfering in
         any material respect with the business of the Borrower or any of its
         Subsidiaries;

                  (k) any interest of title of a lessor under, and Liens arising
         from UCC financing statements (or equivalent filings, registrations or
         agreements in foreign jurisdictions) relating to, leases permitted by
         this Agreement;

                  (l) Liens deemed to exist in connection with Investments in
         repurchase agreements permitted under Section 8.02;

                  (m) normal and customary rights of setoff upon deposits of
         cash in favor of banks or other depository institutions;

                  (n) Liens of a collection bank arising under Section 4-210 of
         the UCC on items in the course of collection;

                  (o) Liens securing Indebtedness assumed by the Borrower or any
         Subsidiary in connection with a Permitted Acquisition, provided that
         (i) such Indebtedness is permitted under Section 8.03(h), (ii) such
         Indebtedness is not increased after the closing of such Permitted
         Acquisition and (iii) such Liens do not at any time encumber any
         Property other than the Property (A) acquired in such Permitted
         Acquisition and (B) subject to such Liens at the closing of such
         Permitted Acquisition; and

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

                  (q) Liens granted to any settlement bank and/or processor in
         funds, instruments or accounts held by such entities securing
         liabilities arising under sponsorship or processing agreements.

8.02     Investments.

         Make any Investments, except:

                  (a) Investments held by the Borrower or such Subsidiary in the
         form of cash or Cash Equivalents;

                  (b) Investments existing as of the Closing Date and set forth
         in Schedule 8.02;




                                       66
<PAGE>



                  (c) Investments in any Person that is a Loan Party prior to
         giving effect to such Investment;

                  (d) Investments by any Subsidiary of the Borrower that is not
         a Loan Party in any other Subsidiary of the Borrower that is not a Loan
         Party;

                  (e) Investments consisting of extensions of credit in the
         nature of accounts receivable or notes receivable arising from the
         grant of trade credit in the ordinary course of business, and
         Investments received in satisfaction or partial satisfaction thereof
         from financially troubled account debtors to the extent reasonably
         necessary in order to prevent or limit loss;

                  (f) Guarantees permitted by Section 8.03;

                  (g) the Specified Acquisition;

                  (h) Permitted Acquisitions;

                  (i) Investments consisting of loans to shareholders of a
         target in a Permitted Acquisition to fund taxes and expenses thereon
         and advances to officers, directors and employees, not exceeding
         $5,000,000 in the aggregate;

                  (j) prepaid expenses made in the ordinary course of business;

                  (k) Investments consisting of loans to other Persons engaged
         in the same or substantially similar lines of business as the Borrower
         or any of its Subsidiaries in an amount not to exceed $15,000,000
         (including all such Investments existing on the Closing Date and set
         forth on Schedule 8.02) at any one time outstanding; and

                  (l) Investments of a nature not contemplated in the foregoing
         clauses in an amount not to exceed $1,000,000 in the aggregate at any
         time outstanding.

8.03     Indebtedness.

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

                  (a) Indebtedness under the Loan Documents;

                  (b) Indebtedness of the Borrower and its Subsidiaries set
         forth in Schedule 8.03 (and renewals, refinancings and extensions
         thereof; provided that (i) the amount of such Indebtedness is not
         increased at the time of such refinancing, refunding, renewal or
         extension except by an amount equal to a reasonable premium or other
         reasonable amount paid, and fees and expenses reasonably incurred, in
         connection with such refinancing and by an amount equal to any existing
         commitments unutilized thereunder and (ii) the terms relating to
         principal amount, amortization, maturity, collateral (if any) and
         subordination (if any), and other material terms taken as a whole, of
         any such refinancing, refunding, renewing or extending Indebtedness,
         and of any agreement entered into and of any instrument issued in
         connection therewith, are no less favorable in any material respect to
         the Loan Parties or the Lenders than the terms of any agreement or
         instrument governing the Indebtedness being refinanced, refunded,
         renewed or extended and the interest rate applicable to any such
         refinancing, refunding, renewing or extending Indebtedness does not
         exceed the then applicable market interest rate;




                                       67
<PAGE>


                  (c) intercompany Indebtedness permitted under Section 8.02;

                  (d) obligations (contingent or otherwise) of the Borrower or
         any Subsidiary existing or arising under any Swap Contract, provided
         that (i) such obligations are (or were) entered into by such Person in
         the ordinary course of business for the purpose of directly mitigating
         risks associated with liabilities, commitments, investments, assets, or
         property held or reasonably anticipated by such Person, or changes in
         the value of securities issued by such Person, and not for purposes of
         speculation or taking a "market view;" and (ii) such Swap Contract does
         not contain any provision exonerating the non-defaulting party from its
         obligation to make payments on outstanding transactions to the
         defaulting party;

                  (e) purchase money Indebtedness (including obligations in
         respect of Capital Leases or Synthetic Leases) hereafter incurred by
         the Borrower or any of its Subsidiaries to finance the purchase of
         point of sale equipment and other fixed assets and equipment, and
         renewals, refinancings and extensions thereof, provided that (i) the
         total of all such Indebtedness for all such Persons taken together
         shall not exceed an aggregate principal amount of $15,000,000 at any
         one time outstanding; (ii) such Indebtedness when incurred shall not
         exceed the purchase price of the asset(s) financed; and (iii) no such
         Indebtedness shall be refinanced for a principal amount in excess of
         the principal balance outstanding thereon at the time of such
         refinancing;

                  (f) unsecured Subordinated Indebtedness, provided that the
         terms and conditions thereof are acceptable to the Required Lenders;

                  (g) unsecured Subordinated Indebtedness issued by the Borrower
         or any Subsidiary to the seller as consideration for a Permitted
         Acquisition;

                  (h) Indebtedness assumed by the Borrower or any Subsidiary in
         connection with Permitted Acquisitions in an aggregate principal amount
         not to exceed $5,000,000 at any one time outstanding; and

                  (i) Indebtedness consisting of indemnities provided in
         connection with a Permitted Transfer;

                  (j) other unsecured Indebtedness in an aggregate principal
         amount not to exceed $4,000,000 at any one time outstanding; and

                  (k) Guarantees with respect to Indebtedness permitted this
         Section 8.03.

8.04     Fundamental Changes.

         Merge, dissolve, liquidate, consolidate with or into another Person, or
Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or
in favor of any Person; provided that, notwithstanding the foregoing provisions
of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the
Borrower may merge or consolidate with any of its Subsidiaries provided that the
Borrower shall be the continuing or surviving corporation, (b) any Domestic
Subsidiary may merge or consolidate with any other Domestic Subsidiary, (c) any
Foreign Subsidiary may be merged or consolidated with or into any Domestic
Subsidiary provided that such Domestic Subsidiary shall be the continuing or
surviving corporation, (d) any Foreign Subsidiary may be merged or consolidated
with or into any other Foreign Subsidiary, (e) any Subsidiary of the Borrower
may merge with any Person that is not a Loan Party in connection with a
Permitted Acquisition and (f) any





                                       68
<PAGE>

Subsidiary may dissolve, liquidate or wind up its affairs at any time provided
that such dissolution, liquidation or winding up, as applicable, could not have
a Material Adverse Effect.

8.05     Dispositions.

         Make any Disposition except:

         (a) Permitted Transfers; and

         (b) other Dispositions so long as (i) the consideration paid in
connection therewith shall be cash or Cash Equivalents paid contemporaneous with
consummation of the transaction and shall be in an amount not less than the fair
market value of the Property disposed of, (ii) if such transaction is a Sale and
Leaseback Transaction, such transaction is not prohibited by the terms of
Section 8.14, (iii) such transaction does not involve the sale or other
disposition of a minority equity interest in any Subsidiary, (iv) such
transaction does not involve a sale or other disposition of receivables other
than receivables owned by or attributable to other Property concurrently being
disposed of in a transaction otherwise permitted under this Section 8.05 and (v)
the aggregate net book value of all of the assets sold or otherwise disposed of
by the Borrower and its Subsidiaries in all such transactions in any fiscal year
of the Borrower shall not exceed $2,000,000.

8.06     Restricted Payments.

         Declare or make, directly or indirectly, any Restricted Payment, or
incur any obligation (contingent or otherwise) to do so, except that:

                  (a) each Subsidiary may make Restricted Payments to the
         Borrower, the Guarantors and any other Person that owns an Equity
         Interest in such Subsidiary, ratably according to their respective
         holdings of the type of Equity Interest in respect of which such
         Restricted Payment is being made; and

                  (b) the Borrower and each Subsidiary may declare and make
         dividend payments or other distributions payable solely in the Equity
         Interests of such Person.

8.07     Change in Nature of Business.

         Engage in any material line of business substantially different from
those lines of business conducted by the Borrower and its Subsidiaries on the
Closing Date or any business substantially related or incidental thereto.

8.08     Transactions with Affiliates and Insiders.

         Enter into or permit to exist any transaction or series of transactions
with any officer, director or Affiliate of such Person other than (a) advances
of working capital to any Loan Party, (b) transfers of cash and assets to any
Loan Party, (c) transactions expressly permitted by Section 8.02, Section 8.03,
Section 8.04, Section 8.05 or Section 8.06, (d) normal and reasonable
compensation and reimbursement of expenses of officers and directors and (e)
except as otherwise specifically limited in this Agreement, other transactions
which are entered into in the ordinary course of such Person's business on terms
and conditions substantially as favorable to such Person as would be obtainable
by it in a comparable arms-length transaction with a Person other than an
officer, director or Affiliate.



                                       69
<PAGE>

8.09     Burdensome Agreements.

         (a) Enter into, or permit to exist, any Contractual Obligation that
encumbers or restricts on the ability of any such Person to (i) pay dividends or
make any other distributions to any Loan Party on its Equity Interests or with
respect to any other interest or participation in, or measured by, its profits,
(ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make
loans or advances to any Loan Party, (iv) sell, lease or transfer any of its
Property to any Loan Party, (v) pledge its Property pursuant to the Loan
Documents or any renewals, refinancings, exchanges, refundings or extension
thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any
renewals, refinancings, exchanges, refundings or extension thereof, except (in
respect of any of the matters referred to in clauses (i)-(v) above) for (1) this
Agreement and the other Loan Documents, (2) any document or instrument governing
Indebtedness incurred pursuant to Section 8.03(e), provided that any such
restriction contained therein relates only to the asset or assets constructed or
acquired in connection therewith, (3) any Permitted Lien or any document or
instrument governing any Permitted Lien, provided that any such restriction
contained therein relates only to the asset or assets subject to such Permitted
Lien or (4) customary restrictions and conditions contained in any agreement
relating to the sale of any Property permitted under Section 8.05 pending the
consummation of such sale.

         (b) Enter into, or permit to exist, any Contractual Obligation that
prohibits or otherwise restricts the existence of any Lien upon any of its
Property in favor of the Administrative Agent (for the benefit of the Lenders)
for the purpose of securing the Obligations, whether now owned or hereafter
acquired, or requiring the grant of any security for any obligation if such
Property is given as security for the Obligations, except (i) any document or
instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided
that any such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith, (ii) in connection with any
Permitted Lien or any document or instrument governing any Permitted Lien,
provided that any such restriction contained therein relates only to the asset
or assets subject to such Permitted Lien and (iii) pursuant to customary
restrictions and conditions contained in any agreement relating to the sale of
any Property permitted under Section 8.05, pending the consummation of such
sale.

8.10     Use of Proceeds.

         Use the proceeds of any Credit Extension, whether directly or
indirectly, and whether immediately, incidentally or ultimately, to purchase or
carry margin stock (within the meaning of Regulation U of the FRB) or to extend
credit to others for the purpose of purchasing or carrying margin stock or to
refund indebtedness originally incurred for such purpose.

8.11     Financial Covenants.

         (a) Consolidated Net Worth. Permit Consolidated Net Worth at any time
to be less than the sum of $125,000,000, increased on a cumulative basis as of
the end of each fiscal quarter of the Borrower, commencing with the fiscal
quarter ending December 31, 2004 by an amount equal to seventy-five percent
(75%) of Consolidated Net Income (to the extent positive) for the fiscal quarter
then ended plus one hundred percent (100%) of the Net Cash Proceeds of all
Equity Issuances after the Closing Date.

         (b) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio
as of the end of any fiscal quarter of the Borrower to be greater than 2.50:1.0.

         (c) Consolidated EBITDA. Permit Consolidated EBITDA as of the end of
any fiscal quarter of the Borrower, for the period of four fiscal quarters then
ending, to be less than $75,000,000.




                                       70
<PAGE>


         (d) Consolidated Capital Expenditures. Permit Consolidated Capital
Expenditures for any fiscal year to exceed $5,000,000.

8.12     Organization Documents; Fiscal Year; Legal Name, State of Formation and
         Form of Entity.

         (a) Amend, modify or change its Organization Documents in a manner
adverse to the Lenders.

         (b) Change its fiscal year.

         (c) Without providing ten (10) days prior written notice to the
Administrative Agent, change its name, state of formation or form of
organization.

8.13     Ownership of Subsidiaries.

         Notwithstanding any other provisions of this Agreement to the contrary,
(i) permit any Person (other than the Borrower or any Wholly Owned Subsidiary of
the Borrower) to own any Equity Interests of any Subsidiary of the Borrower,
except to qualify directors where required by applicable law or to satisfy other
requirements of applicable law with respect to the ownership of Equity Interests
of Foreign Subsidiaries, (ii) permit any Subsidiary of the Borrower to issue or
have outstanding any shares of preferred Equity Interests or (iii) create,
incur, assume or suffer to exist any Lien on any Equity Interests of any
Subsidiary of the Borrower, except for Permitted Liens.

8.14     Sale Leasebacks.

         Enter into any Sale and Leaseback Transaction.

8.15     Prepayment of Other Indebtedness, Etc.

         (a) Amend or modify any of the terms of any Subordinated Indebtedness
if such amendment or modification would add or change any terms in a manner
adverse to the Borrower or any Subsidiary (including, without limitation, any
amendment or modification that shortens the final maturity or average life to
maturity or requires any payment to be made sooner than originally scheduled or
increases the interest rate applicable thereto).

         (b) Make (or give any notice with respect thereto) any optional,
mandatory or other non-scheduled prepayment, redemption, acquisition for value
(including without limitation, by way of depositing money or securities with the
trustee with respect thereto before due for the purpose of paying when due),
refund, refinance or exchange of any Subordinated Indebtedness.

         (c) Make any principal, interest or other payment on any Subordinated
Indebtedness in contravention of any subordination agreement applicable thereto
(provided that the Borrower and its Subsidiaries may make regularly scheduled
principal and interest payments on Subordinated Indebtedness, including payment
on maturity or conversion of convertible indebtedness, to the extent such
payments are not prohibited by any subordination agreement applicable thereto).





                                       71
<PAGE>


                                   ARTICLE IX

                         EVENTS OF DEFAULT AND REMEDIES

9.01     Events of Default.

         Any of the following shall constitute an Event of Default:

                  (a) Non-Payment. The Borrower or any other Loan Party fails to
         pay (i) when and as required to be paid herein, any amount of principal
         of any Loan or any L/C Obligation, or (ii) within three days after the
         same becomes due, any interest on any Loan or on any L/C Obligation, or
         any fee due hereunder, or (iii) within five days after the same becomes
         due, any other amount payable hereunder or under any other Loan
         Document; or

                  (b) Specific Covenants. Any Loan Party fails to perform or
         observe any term, covenant or agreement contained in any of Section
         7.01, 7.02, 7.03, 7.05, 7.10, 7.11, 7.12, 7.14, or 7.14 or Article
         VIII; or

                  (c) Other Defaults. Any Loan Party fails to perform or observe
         any other covenant or agreement (not specified in subsections (a) or
         (b) above) contained in any Loan Document on its part to be performed
         or observed and such failure continues for thirty (30) days after such
         Loan Party becomes aware of such failure; or

                  (d) Representations and Warranties. Any representation,
         warranty, certification or statement of fact made or deemed made by or
         on behalf of the Borrower or any other Loan Party herein, in any other
         Loan Document, or in any document delivered in connection herewith or
         therewith shall be incorrect or misleading in any material respect when
         made or deemed made; or

                  (e) Cross-Default. (i) The Borrower or any Subsidiary (A)
         fails to make any payment when due (whether by scheduled maturity,
         required prepayment, acceleration, demand, or otherwise) in respect of
         any Indebtedness or Guarantee (other than Indebtedness hereunder and
         Indebtedness under Swap Contracts) having an aggregate principal amount
         (including undrawn committed or available amounts and including amounts
         owing to all creditors under any combined or syndicated credit
         arrangement) of more than the Threshold Amount, or (B) fails to observe
         or perform any other agreement or condition relating to any such
         Indebtedness or Guarantee or contained in any instrument or agreement
         evidencing, securing or relating thereto, or any other event occurs,
         the effect of which default or other event is to cause, or to permit
         the holder or holders of such Indebtedness or the beneficiary or
         beneficiaries of such Guarantee (or a trustee or agent on behalf of
         such holder or holders or beneficiary or beneficiaries) to cause, with
         the giving of notice if required, such Indebtedness to be demanded or
         to become due or to be repurchased, prepaid, defeased or redeemed
         (automatically or otherwise), or an offer to repurchase, prepay,
         defease or redeem such Indebtedness to be made, prior to its stated
         maturity, or such Guarantee to become payable or cash collateral in
         respect thereof to be demanded; or (ii) there occurs under any Swap
         Contract an Early Termination Date (as defined in such Swap Contract)
         resulting from (A) any event of default under such Swap Contract as to
         which the Borrower or any Subsidiary is the Defaulting Party (as
         defined in such Swap Contract) or (B) any Termination Event (as so
         defined) under such Swap Contract as to which the Borrower or any
         Subsidiary is an Affected Party (as so defined) and, in either event,
         the Swap Termination Value owed by the Borrower or such Subsidiary as a
         result thereof is greater than the Threshold Amount; or




                                       72
<PAGE>

                  (f) Insolvency Proceedings, Etc. Any Loan Party or any of its
         Subsidiaries institutes or consents to the institution of any
         proceeding under any Debtor Relief Law, or makes an assignment for the
         benefit of creditors; or applies for or consents to the appointment of
         any receiver, trustee, custodian, conservator, liquidator,
         rehabilitator or similar officer for it or for all or any material part
         of its property; or any receiver, trustee, custodian, conservator,
         liquidator, rehabilitator or similar officer is appointed without the
         application or consent of such Person and the appointment continues
         undischarged or unstayed for sixty (60) calendar days; or any
         proceeding under any Debtor Relief Law relating to any such Person or
         to all or any material part of its property is instituted without the
         consent of such Person and continues undismissed or unstayed for sixty
         (60) calendar days, or an order for relief is entered in any such
         proceeding; or

                  (g) Inability to Pay Debts; Attachment. (i) The Borrower or
         any Subsidiary becomes unable or admits in writing its inability or
         fails generally to pay its debts as they become due, or (ii) any writ
         or warrant of attachment or execution or similar process is issued or
         levied against all or any material part of the property of any such
         Person and is not released, vacated or fully bonded within thirty days
         after its issue or levy; or

                  (h) Judgments. There is entered against the Borrower or any
         Subsidiary (i) one or more final judgments or orders for the payment of
         money in an aggregate amount exceeding the Threshold Amount (to the
         extent not covered by independent third-party insurance as to which the
         insurer does not dispute coverage), or (ii) any one or more
         non-monetary final judgments that have, or could reasonably be expected
         to have, individually or in the aggregate, a Material Adverse Effect
         and, in either case, (A) enforcement proceedings are commenced by any
         creditor upon such judgment or order unless the Borrower or such
         Subsidiary, as applicable, is contesting such enforcement proceedings
         in good faith by appropriate proceedings diligently conducted and for
         which adequate reserves have been provided in accordance with GAAP, or
         (B) there is a period of thirty (30) consecutive days during which a
         stay of enforcement of such judgment, by reason of a pending appeal or
         otherwise, is not in effect; or

                  (i) ERISA. (i) An ERISA Event occurs with respect to a Pension
         Plan or Multiemployer Plan which has resulted or could reasonably be
         expected to result in liability of the Borrower under Title IV of ERISA
         to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
         amount in excess of the Threshold Amount, or (ii) the Borrower or any
         ERISA Affiliate fails to pay when due, after the expiration of any
         applicable grace period, any installment payment with respect to its
         withdrawal liability under Section 4201 of ERISA under a Multiemployer
         Plan in an aggregate amount in excess of the Threshold Amount; or

                  (j) Invalidity of Loan Documents. Any Loan Document, at any
         time after its execution and delivery and for any reason other than as
         expressly permitted hereunder or thereunder or satisfaction in full of
         all the Obligations, ceases to be in full force and effect; or any Loan
         Party or any other Person contests in any manner the validity or
         enforceability of any Loan Document; or any Loan Party denies that it
         has any or further liability or obligation under any Loan Document, or
         purports to revoke, terminate or rescind any Loan Document; or

                  (k) Change of Control. There occurs any Change of Control.

9.02     Remedies Upon Event of Default.

         If any Event of Default occurs and is continuing, the Administrative
Agent shall, at the request of, or may, with the consent of, the Required
Lenders, take any or all of the following actions:




                                       73
<PAGE>


                  (a) declare the commitment of each Lender to make Loans and
         any obligation of the L/C Issuer to make L/C Credit Extensions to be
         terminated, whereupon such commitments and obligation shall be
         terminated;

                  (b) declare the unpaid principal amount of all outstanding
         Loans, all interest accrued and unpaid thereon, and all other amounts
         owing or payable hereunder or under any other Loan Document to be
         immediately due and payable, without presentment, demand, protest or
         other notice of any kind, all of which are hereby expressly waived by
         the Borrower;

                  (c) require that the Borrower Cash Collateralize the L/C
         Obligations (in an amount equal to the then Outstanding Amount
         thereof); and

                  (d) exercise on behalf of itself and the Lenders all rights
         and remedies available to it and the Lenders under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

9.03     Application of Funds.

         After the exercise of remedies provided for in Section 9.02 (or after
the Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set
forth in the proviso to Section 9.02), any amounts received on account of the
Obligations shall be applied by the Administrative Agent in the following order:

         First, to payment of that portion of the Obligations constituting fees,
         indemnities, expenses and other amounts (including fees, charges and
         disbursements of counsel to the Administrative Agent and amounts
         payable under Article III) payable to the Administrative Agent in its
         capacity as such;

         Second, to payment of that portion of the Obligations constituting
         fees, indemnities and other amounts (other than principal and interest)
         payable to the Lenders and the L/C Issuer (including fees, charges and
         disbursements of counsel to the respective Lenders and the L/C Issuer
         and amounts payable under Article III), ratably among them in
         proportion to the amounts described in this clause Second payable to
         them;

         Third, to payment of that portion of the Obligations constituting
         accrued and unpaid interest on the Loans and L/C Borrowings and fees,
         premiums and scheduled periodic payments, and any interest accrued
         thereon, due under any Swap Contract between any Loan Party and any
         Lender, or any Affiliate of a Lender, to the extent such Swap Contract
         is permitted by Section 8.03(d), ratably among the Lenders (and, in the
         case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer
         in proportion to the respective amounts described in this clause Third
         held by them;




                                       74
<PAGE>

         Fourth, to (a) payment of that portion of the Obligations constituting
         unpaid principal of the Loans and L/C Borrowings, (b) payment of
         breakage, termination or other payments, and any interest accrued
         thereon, due under any Swap Contract between any Loan Party and any
         Lender, or any Affiliate of a Lender, to the extent such Swap Contract
         is permitted by Section 8.03(d), (c) payments of amounts due under any
         Treasury Management Agreement between any Loan Party and any Lender, or
         any Affiliate of a Lender and (d) Cash Collateralize that portion of
         L/C Obligations comprised of the aggregate undrawn amount of Letters of
         Credit, ratably among the Lenders (and, in the case of such Swap
         Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to
         the respective amounts described in this clause Fourth held by them;
         and

         Last, the balance, if any, after all of the Obligations have been
         indefeasibly paid in full, to the Borrower or as otherwise required by
         Law.

         Subject to Section 2.03(c), amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above
shall be applied to satisfy drawings under such Letters of Credit as they occur.
If any amount remains on deposit as Cash Collateral after all Letters of Credit
have either been fully drawn or expired, such remaining amount shall be applied
to the other Obligations, if any, in the order set forth above.


                                    ARTICLE X

                              ADMINISTRATIVE AGENT

10.01    Appointment and Authority.

         Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank
of America to act on its behalf as the Administrative Agent hereunder and under
the other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article
are solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuer, and neither the Borrower nor any other Loan Party shall have rights as a
third party beneficiary of any of such provisions.

10.02    Rights as a Lender.

         The Person serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may
accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
any Loan Party or any Subsidiary or other Affiliate thereof as if such Person
were not the Administrative Agent hereunder and without any duty to account
therefor to the Lenders.

10.03    Exculpatory Provisions.

         The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, the Administrative Agent:




                                       75
<PAGE>


                  (a) shall not be subject to any fiduciary or other implied
         duties, regardless of whether a Default has occurred and is continuing;

                  (b) shall not have any duty to take any discretionary action
         or exercise any discretionary powers, except discretionary rights and
         powers expressly contemplated hereby or by the other Loan Documents
         that the Administrative Agent is required to exercise as directed in
         writing by the Required Lenders (or such other number or percentage of
         the Lenders as shall be expressly provided for herein or in the other
         Loan Documents), provided that the Administrative Agent shall not be
         required to take any action that, in its opinion or the opinion of its
         counsel, may expose the Administrative Agent to liability or that is
         contrary to any Loan Document or applicable law; and

                  (c) shall not, except as expressly set forth herein and in the
         other Loan Documents, have any duty to disclose, and shall not be
         liable for the failure to disclose, any information relating to any
         Loan Party or any of its Affiliates that is communicated to or obtained
         by the Person serving as 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 (i) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as
the Administrative Agent shall believe in good faith shall be necessary, under
the circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence
of its own gross negligence or willful misconduct. The Administrative Agent
shall be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrower, a
Lender or the L/C Issuer.

         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 this Agreement or any other 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 or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article V or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

10.04    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 (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance
of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or the L/C Issuer, the Administrative Agent may presume that such
condition is satisfactory to such Lender or the L/C Issuer unless the
Administrative Agent shall have received notice to the contrary from such Lender
or the L/C Issuer prior to the making of such Loan or the issuance of such
Letter of Credit. The Administrative Agent may consult with legal counsel (who
may be counsel for the Loan Parties), independent 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 any such counsel, accountants or experts.



                                       76
<PAGE>


10.05    Delegation of Duties.

         The Administrative Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by the Administrative Agent. The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Article shall apply to any such
sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.

10.06    Resignation of Administrative Agent.

         The Administrative Agent may at any time give notice of its resignation
to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice
of resignation, the Required Lenders shall have the right, in consultation with
the Borrower, to appoint a successor, which shall be a bank with an office in
the United States, or an Affiliate of any such bank with an office in the United
States. If no such successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a
successor Administrative Agent meeting the qualifications set forth above;
provided that if the Administrative Agent shall notify the Borrower and the
Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice
and (1) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents (except that in the
case of any collateral security held by the Administrative Agent on behalf of
the Lenders or the L/C Issuer under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such
time as a successor Administrative Agent is appointed) and (2) all payments,
communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and the L/C
Issuer directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section. Upon the acceptance
of a successor's appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents (if not already discharged therefrom
as provided above in this Section). The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor.
After the retiring Administrative Agent's resignation hereunder and under the
other Loan Documents, the provisions of this Article and Section 11.04 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.

         Any resignation by Bank of America as Administrative Agent pursuant to
this Section shall also constitute its resignation as L/C Issuer and Swing Line
Lender. Upon the acceptance of a successor's appointment as Administrative Agent
hereunder, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line
Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged
from all of their respective duties and obligations hereunder or under the other
Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit
in substitution for the Letters of Credit, if any, outstanding at the time of
such succession



                                       77
<PAGE>

or make other arrangement satisfactory to the retiring L/C Issuer to effectively
assume the obligations of the retiring L/C Issuer with respect to such Letters
of Credit.

10.07    Non-Reliance on Administrative Agent and Other Lenders.

         Each Lender and the L/C Issuer acknowledges that it has, independently
and without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties 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 Lender and the L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

10.08    No Other Duties; Etc.

         Anything herein to the contrary notwithstanding, none of the "Joint
Book Managers", "Co-Lead Arrangers", "Syndication Agent", "Documentation Agent"
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 L/C Issuer hereunder.

10.09    Administrative Agent May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

                  (a) to file and prove a claim for the whole amount of the
         principal and interest owing and unpaid in respect of the Loans, L/C
         Obligations and all other Obligations (other than obligations under
         Swap Contracts or Treasury Management Agreements to which the
         Administrative Agent is not a party) that are owing and unpaid and to
         file such other documents as may be necessary or advisable in order to
         have the claims of the Lenders, the L/C Issuer and the Administrative
         Agent (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Lenders, the L/C Issuer and the
         Administrative Agent and their respective agents and counsel and all
         other amounts due the Lenders, the L/C Issuer and the Administrative
         Agent under Sections 2.03(i) and (j), 2.09 and 11.04) allowed in such
         judicial proceeding; and

                  (b) to collect and receive any monies or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender and the L/C Issuer to make such payments to the Administrative Agent
and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.09
and 11.04.




                                       78
<PAGE>


         Nothing contained herein shall be deemed to authorize the
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment
or composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender
in any such proceeding.

10.10    Collateral and Guaranty Matters.

         The Lenders and the L/C Issuer irrevocably authorize the Administrative
Agent, at its option and in its discretion,

                  (a) to release any Lien on any Collateral granted to or held
         by the Administrative Agent under any Loan Document (i) upon
         termination of the Aggregate Revolving Commitments and payment in full
         of all Obligations (other than contingent indemnification obligations)
         and the expiration or termination of all Letters of Credit, (ii) that
         is transferred or to be transferred as part of or in connection with
         any Disposition permitted hereunder or under any other Loan Document or
         any Involuntary Disposition, or (iii) as approved in accordance with
         Section 11.01;

                  (b) to subordinate any Lien on any Property granted to or held
         by the Administrative Agent under any Loan Document to the holder of
         any Lien on such Property that is permitted by Section 8.01(i); and

                  (c) to release any Guarantor from its obligations under the
         Guaranty if such Person ceases to be a Subsidiary as a result of a
         transaction permitted hereunder.

         Upon request by the Administrative Agent at any time, the Required
         Lenders will confirm in writing the Administrative Agent's authority to
         release or subordinate its interest in particular types or items of
         Property, or to release any Guarantor from its obligations under the
         Guaranty, pursuant to this Section 10.10.

         Within ninety (90) days of the Closing Date, deliver to the
Administrative Agent a subordination agreement executed by the holders of the
Summit Promissory Notes that (a) is for the benefit of the Administrative Agent,
on behalf of the Lenders, (b) subordinates the Summit Promissory Notes to the
Obligations and (c) is otherwise substantially similar to the subordination
agreement in effect on the Closing Date between such holders and Bank of
America.

10.11    Subordination Agreement for Summit Promissory Notes.

         The Lenders hereby authorize the Administrative Agent to enter into, on
behalf of the Lenders, a subordination agreement executed by the holders of the
Summit Promissory Notes that (a) is for the benefit of the Administrative Agent,
on behalf of the Lenders, (b) subordinates the Summit Promissory Notes to the
Obligations and (c) is otherwise substantially similar to the subordination
agreement in effect on the Closing Date between such holders and Bank of
America.




                                       79
<PAGE>


                                   ARTICLE XI

                                  MISCELLANEOUS

11.01    Amendments, Etc.

         No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Borrower or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrower or the applicable Loan Party, as the case may be, and
acknowledged by the Administrative Agent, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, further, that

         (a) no such amendment, waiver or consent shall:

                           (i) extend or increase the Commitment of a Lender (or
                  reinstate any Commitment terminated pursuant to Section 9.02)
                  without the written consent of such Lender whose Commitment is
                  being extended or increased (it being understood and agreed
                  that a waiver of any condition precedent set forth in Section
                  5.02 or of any Default or a mandatory reduction in Commitments
                  is not considered an extension or increase in Commitments of
                  any Lender);

                           (ii) postpone any date fixed by this Agreement or any
                  other Loan Document for any payment of principal (excluding
                  mandatory prepayments), interest, fees or other amounts due to
                  the Lenders (or any of them) or any scheduled or mandatory
                  reduction of the Commitments hereunder or under any other Loan
                  Document without the written consent of each Lender entitled
                  to receive such payment or whose Commitments are to be
                  reduced;

                           (iii) reduce the principal of, or the rate of
                  interest specified herein on, any Loan or L/C Borrowing, or
                  (subject to clause (i) of the final proviso to this Section
                  11.01) any fees or other amounts payable hereunder or under
                  any other Loan Document without the written consent of each
                  Lender entitled to receive such payment of principal,
                  interest, fees or other amounts; provided, however, that only
                  the consent of the Required Lenders shall be necessary to (A)
                  amend the definition of "Default Rate" or to waive any
                  obligation of the Borrower to pay interest or Letter of Credit
                  Fees at the Default Rate or (B) to amend any financial
                  covenant hereunder (or any defined term used therein) even if
                  the effect of such amendment would be to reduce the rate of
                  interest on any Loan or L/C Borrowing or to reduce any fee
                  payable hereunder;

                           (iv) change Section 2.13 or Section 9.03 in a manner
                  that would alter the pro rata sharing of payments required
                  thereby without the written consent of each Lender directly
                  affected thereby;

                           (v) change any provision of this Section 11.01(a) or
                  the definition of "Required Lenders" without the written
                  consent of each Lender directly affected thereby;

                           (vi) except in connection with a Disposition
                  permitted under Section 8.05, release all or substantially all
                  of the Collateral without the written consent of each Lender
                  whose Obligations are secured by such Collateral;




                                       80
<PAGE>


                           (vii) release the Borrower or, except in connection
                  with a merger or consolidation permitted under Section 8.04 or
                  a Disposition permitted under Section 8.05, all or
                  substantially all of the Guarantors, from its or their
                  obligations under the Loan Documents without the written
                  consent of each Lender whose Obligations are guarantied by
                  such Guarantors; or

                  (b) unless also signed by the L/C Issuer, no amendment, waiver
         or consent shall affect the rights or duties of the L/C Issuer under
         this Agreement or any Issuer Document relating to any Letter of Credit
         issued or to be issued by it; or

                  (c) unless also signed by the Swing Line Lender, no amendment,
         waiver or consent shall affect the rights or duties of the Swing Line
         Lender under this Agreement; and

                  (d) unless also signed by the Administrative Agent, no
         amendment, waiver or consent shall affect the rights or duties of the
         Administrative Agent under this Agreement or any other Loan Document;

provided, however, that notwithstanding anything to the contrary herein, (i)
each Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto, (ii) no Defaulting Lender shall
have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Commitment of such Lender may not be increased or
extended without the consent of such Lender, (iii) each Lender is entitled to
vote as such Lender sees fit on any bankruptcy reorganization plan that affects
the Loans, and each Lender acknowledges that the provisions of Section 1126(c)
of the Bankruptcy Code of the United States supersedes the unanimous consent
provisions set forth herein and (iv) the Required Lenders shall determine
whether or not to allow a Loan Party to use cash collateral in the context of a
bankruptcy or insolvency proceeding and such determination shall be binding on
all of the Lenders.

11.02    Notices and Other Communications; Facsimile Copies.

         (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:

                  (i) if to the Borrower or any other Loan Party, the
         Administrative Agent, the L/C Issuer or the Swing Line Lender, to the
         address, telecopier number, electronic mail address or telephone number
         specified for such Person on Schedule 11.02; and

                  (ii) if to any other Lender, to the address, telecopier
         number, electronic mail address or telephone number specified in its
         Administrative Questionnaire.

         Notices sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received;
notices sent by telecopier shall be deemed to have been given when sent (except
that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next business day
for the recipient). Notices delivered through electronic communications to the
extent provided in subsection (b) below, shall be effective as provided in such
subsection (b).




                                       81
<PAGE>

         (b) Electronic Communications. Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the foregoing
shall not apply to notices to any Lender or the L/C Issuer pursuant to Article
II if such Lender or the L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or the Borrower
may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices
or communications.

         Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

         (c) Change of Address, Etc. Each of the Borrower, the Administrative
Agent, the L/C Issuer and the Swing Line Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by
notice to the other parties hereto. Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by
notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing
Line Lender.

         (d) Reliance by Administrative Agent, L/C Issuer and Lenders. The
Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely
and act upon any notices (including telephonic Loan Notices and Swing Line Loan
Notices) purportedly given by or on behalf of any Loan Party even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation
thereof. The Loan Parties shall indemnify the Administrative Agent, the L/C
Issuer, each Lender and the Related Parties of each of them from all losses,
costs, expenses and liabilities resulting from the reliance by such Person on
each notice purportedly given by or on behalf of a Loan Party. All telephonic
notices to and other telephonic communications with the Administrative Agent may
be recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.

11.03    No Waiver; Cumulative Remedies.

         No failure by any Lender, the L/C Issuer or the Administrative Agent to
exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.

11.04    Expenses; Indemnity; and Damage Waiver.

         (a) Costs and Expenses. The Loan Parties shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and




                                       82
<PAGE>

disbursements of counsel for the Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation,
negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by the L/C Issuer in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, any Lender or the L/C Issuer (including the reasonable
fees, charges and disbursements of any counsel for the Administrative Agent, any
Lender or the L/C Issuer), and shall pay all reasonable fees and time charges
for attorneys who may be employees of the Administrative Agent, any Lender or
the L/C Issuer, in connection with the enforcement or protection of its rights
(A) in connection with this Agreement and the other Loan Documents, including
its rights under this Section, or (B) in connection with the Loans made or
Letters of Credit issued hereunder, including all such reasonable out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.

         (b) Indemnification by the Loan Parties. The Loan Parties shall
indemnify the Administrative Agent (and any sub-agent thereof), each Lender and
the L/C Issuer, 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 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 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 L/C Issuer
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 a Loan Party or
any of its Subsidiaries, or any Environmental Liability related in any way to a
Loan Party 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 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) Reimbursement by Lenders. To the extent that the Loan Parties for
any reason fail to indefeasibly pay any amount required under subsection (a) or
(b) of this Section to be paid by them to the Administrative Agent (or any
sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing,
each Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent) or the L/C Issuer in
its capacity as such, or against any Related Party of any of the foregoing




                                       83
<PAGE>


acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in
connection with such capacity. The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d).

         (d) Waiver of Consequential Damages, Etc. To the fullest extent
permitted by applicable law, no Loan Party shall assert, and each Loan Party
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of
Credit or the use of the proceeds thereof. No Indemnitee referred to in
subsection (b) above shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed by it
through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby.

         (e) Payments. All amounts due under this Section shall be payable not
later than ten Business Days after demand therefor.

         (f) Survival. The agreements in this Section shall survive the
resignation of the Administrative Agent and the L/C Issuer, the replacement of
any Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all the other Obligations.

11.05    Payments Set Aside.

         To the extent that any payment by or on behalf of any Loan Party is
made to the Administrative Agent, the L/C Issuer or any Lender, or the
Administrative Agent, the L/C Issuer or any Lender exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the
Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b) each Lender
and the L/C Issuer severally agrees to pay to the Administrative Agent upon
demand its applicable share (without duplication) of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to the
Federal Funds Rate from time to time in effect. The obligations of the Lenders
and the L/C Issuer under clause (b) of the preceding sentence shall survive the
payment in full of the Obligations and the termination of this Agreement.

11.06    Successors and Assigns.

         (a) Successors and Assigns Generally. The provisions of this Agreement
and the other Loan Documents shall be binding upon and inure to the benefit of
the parties hereto and thereto 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 or thereunder 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 Eligible Assignee in accordance with the provisions of subsection (b)
of this Section, (ii) by way of participation in accordance with the provisions
of subsection (d) of this Section or (iii) by way of pledge or assignment of a
security interest subject to the restrictions of subsection (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




                                       84
<PAGE>

Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this
Section and, to the extent expressly contemplated hereby, the Related Parties of
each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

         (b) Assignments by Lenders. Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement and the other Loan Documents (including all or a portion of its
Commitment and the Loans (including for purposes of this subsection (b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to
it); provided that (i) except 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 or an Affiliate of a
Lender or an Approved Fund with respect to a Lender, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if
the Commitment is not then in effect, the principal outstanding balance of the
Loans 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
$5,000,000, 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), unless the
Administrative Agent otherwise consents; (ii) each partial assignment shall be
made as an assignment of a proportionate part of all the assigning Lender's
Loans and Commitments, and rights and obligations with respect thereto,
assigned, except that this clause (ii) shall not apply to rights in respect of
Swing Line Loans; (iii) any assignment of a Revolving Commitment must be
approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender,
and, so long as no Event of Default has occurred and is continuing, consented to
by the Borrower (such consent not to be unreasonably withheld or delayed) unless
the Person that is the proposed assignee is itself a Lender (whether or not the
proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, and, with respect to any assignment not between a
Lender and its Affiliate, the Eligible Assignee shall deliver to the
Administrative Agent a recordation fee of $2,500 together with an Administrative
Questionnaire. Subject to acceptance and recording thereof by the Administrative
Agent pursuant to subsection (c) of this Section, from and after the effective
date specified in each Assignment and Assumption, the Eligible 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 3.01, 3.04, 3.05 and 11.04 with
respect to facts and circumstances occurring prior to the effective date of such
assignment). Upon request, the Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection 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
subsection (d) of this Section.

         (c) Register. The Administrative Agent, acting solely for this purpose
as an agent of the Borrower, shall maintain at the Administrative Agent's Office
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 amounts of the Loans and L/C Obligations 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




                                       85
<PAGE>

this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and the L/C Issuer at any reasonable
time and from time to time upon reasonable prior notice. In addition, at any
time that a request for a consent for a material or substantive change to the
Loan Documents is pending, any Lender wishing to consult with other Lenders in
connection therewith may request and receive from the Administrative Agent a
copy of the Register.

         (d) Participations. Any Lender may at any time, without the consent of,
or notice to, the Borrower or the Administrative Agent, sell participations to
any Person (other than a natural person or 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 (including such Lender's
participations in L/C Obligations and/or Swing Line 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 other Lenders and the L/C Issuer shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. 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, waiver or other
modification described in clauses (i) through (vii) of the Section 11.01(a) that
affects such Participant. Subject to subsection (e) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to subsection (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 11.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.13 as though it were a Lender.

         (e) Limitation on Participant Rights. A Participant shall not be
entitled to receive any greater payment under Section 3.01 or 3.04 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 3.01 unless 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 3.01(e) as though it were a
Lender.

         (f) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including 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.

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

         (h) Resignation as L/C Issuer or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time Bank
of America assigns all of its Commitment



                                       86
<PAGE>

and Loans pursuant to subsection (b) above, Bank of America may, (i) upon thirty
days' notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii)
upon thirty days' notice to the Borrower, resign as Swing Line Lender. In the
event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower
shall be entitled to appoint from among the Lenders a successor L/C Issuer or
Swing Line Lender hereunder; provided, however, that no failure by the Borrower
to appoint any such successor shall affect the resignation of Bank of America as
L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns
as L/C Issuer, it shall retain all the rights and obligations of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or
fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).
If Bank of America resigns as Swing Line Lender, it shall retain all the rights
of the Swing Line Lender provided for hereunder with respect to Swing Line Loans
made by it and outstanding as of the effective date of such resignation,
including the right to require the Lenders to make Base Rate Loans or fund risk
participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

11.07    Treatment of Certain Information; Confidentiality.

         Each of the Administrative Agent, the Lenders and the L/C Issuer agrees
to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its Affiliates and to its and its
Affiliates' respective partners, directors, officers, employees, agents,
advisors and representatives and to any direct or indirect contractual
counterparty (or such contractual counterparty's professional advisor) under any
Swap Contract relating to Loans outstanding under this Agreement (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to a Loan Party and its obligations, (g) with the consent of the
Borrower or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available to
the Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrower.

         For purposes of this Section, "Information" means all information
received from a Loan Party or any Subsidiary relating to the Loan Parties or any
Subsidiary or any of their respective businesses, other than any such
information that is available to the Administrative Agent, any Lender or the L/C
Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any
Subsidiary, provided that, in the case of information received from a Loan Party
or any Subsidiary after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section 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 to its own confidential information.



                                       87
<PAGE>

11.08    Set-off.

         If an Event of Default shall have occurred and be continuing, each
Lender, the L/C Issuer and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
applicable law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final, in whatever currency) at any time held and
other obligations (in whatever currency) at any time owing by such Lender, the
L/C Issuer or any such Affiliate to or for the credit or the account of the
Borrower or any other Loan Party against any and all of the obligations of the
Borrower or such Loan Party now or hereafter existing under this Agreement or
any other Loan Document to such Lender or the L/C Issuer, irrespective of
whether or not such Lender or the L/C Issuer shall have made any demand under
this Agreement or any other Loan Document and although such obligations of the
Borrower or such Loan Party may be contingent or unmatured or are owed to a
branch or office of such Lender or the L/C Issuer different from the branch or
office holding such deposit or obligated on such indebtedness. The rights of
each Lender, the L/C Issuer and their respective Affiliates under this Section
are in addition to other rights and remedies (including other rights of setoff)
that such Lender, the L/C Issuer or their respective Affiliates may have. Each
Lender and the L/C Issuer agrees to notify the Borrower and the Administrative
Agent promptly after any such setoff and application, provided that the failure
to give such notice shall not affect the validity of such setoff and
application.

11.09    Interest Rate Limitation.

         Notwithstanding anything to the contrary contained in any Loan
Document, the interest paid or agreed to be paid under the Loan Documents shall
not exceed the maximum rate of non-usurious interest permitted by applicable Law
(the "Maximum Rate"). If the Administrative Agent or any Lender shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law, (a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.

11.10    Counterparts; Integration; Effectiveness.

         This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract. This Agreement and the other Loan Documents constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof. Except as provided in Section 5.01, this Agreement
shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties
hereto. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

11.11    Survival of Representations and Warranties.

         All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and
thereof. Such representations and warranties have been or will be relied upon by
the Administrative Agent and each Lender, regardless of any investigation made
by the




                                       88
<PAGE>

Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

11.12    Severability.

         If any provision of this Agreement or the other Loan Documents is held
to be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan
Documents shall not be affected or impaired thereby and (b) the parties shall
endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

11.13    Replacement of Lenders.

         If any Lender requests compensation under Section 3.04, 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 3.01,
or if any Lender is a Defaulting Lender, then the Borrower may, at its sole
expense 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 contained in, and consents required by, Section
11.06), all of its interests, rights and obligations under this Agreement and
the related Loan Documents to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment),
provided that:

         (a) the Borrower shall have paid to the Administrative Agent the
assignment fee specified in Section 11.06(b);

         (b) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and L/C Advances, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other
Loan Documents (including any amounts under Section 3.05) from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts);

         (c) in the case of any such assignment resulting from a claim for
compensation under Section 3.04 or payments required to be made pursuant to
Section 3.01, such assignment will result in a reduction in such compensation or
payments thereafter; and

         (d) such assignment does not conflict with applicable Laws.

         A Lender shall not be required to make any such assignment or
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.

11.14    Governing Law; Jurisdiction; Etc.

         (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




                                       89
<PAGE>


         (b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE
BOROUGH OF MANHATTAN AND OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH
STATE, 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 FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
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 FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN 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 IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING
ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF
ANY JURISDICTION.

         (c) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.

         (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

11.15    Waiver of Right to Trial by Jury.

         EACH PARTY HERETO HEREBY 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 OR RELATING TO 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 PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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.




                                       90
<PAGE>





11.16    USA PATRIOT Act Notice.

         Each Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it
is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the Act.

                            [SIGNATURE PAGES FOLLOW]





                                       91
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

BORROWER:                               IPAYMENT, INC.,
                                        a Delaware corporation

                                        By: /s/ Clay Whitson
                                           -------------------------------------
                                        Name:  Clay Whitson
                                        Title: Chief Financial Officer

GUARANTORS:                             iPAYMENT OF CALIFORNIA, LLC,
                                        a Tennessee limited liability company
                                        1ST NATIONAL PROCESSING, INC.,
                                        a Nevada corporation
                                        E-COMMERCE EXCHANGE, INC.,
                                        a Delaware corporation
                                        ONLINE DATA CORP.,
                                        a Delaware corporation
                                        iPAYMENT OF MAINE, INC.,
                                        a Delaware corporation
                                        CARDSYNC PROCESSING, INC.,
                                        a California corporation
                                        QUAD CITY ACQUISITION SUB, INC.,
                                        a Delaware corporation
                                        CARDPAYMENT SOLUTIONS, L.L.C.,
                                        a Delaware limited liability company
                                        iPAYMENT ACQUISITION SUB LLC,
                                        a Delaware limited liability company
                                        TS ACQUISITION SUB LLC,
                                        a Delaware limited liability company

                                        By:  /s/ Clay Whitson
                                            ------------------------------------
                                        Name:  Clay Whitson
                                        Title: Chief Financial Officer
                                               of each of the foregoing


                           [SIGNATURE PAGES CONTINUE]


<PAGE>


ADMINISTRATIVE AGENT:             BANK OF AMERICA, N.A., as Administrative Agent

                                  By: /s/ Anne M. Zeschke
                                     -----------------------------------------
                                  Name:  Anne M. Zeschke
                                  Title: Assistant Vice President

LENDERS:                          BANK OF AMERICA, N.A.,
                                  as Lender, Swing Line Lender and Issuing Bank

                                  By: /s/ Thomas C. Kilcrease, Jr.
                                     -----------------------------------------
                                  Name:  Thomas C. Kilcrease, Jr.
                                  Title: Senior vice President

                                  JPMORGAN CHASE BANK, N.A.

                                  By: /s/ Chad N. Smith
                                     -----------------------------------------
                                  Name:  Chad N. Smith
                                  Title: Vice President