<PAGE>

                                                                  EXECUTION COPY

                                                                  Exhibit 10.14

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

                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT

                          Dated as of November 24, 2003

                                      among

                         CATALINA MARKETING CORPORATION,

                       THE INSTITUTIONS FROM TIME TO TIME
                           PARTIES HERETO AS LENDERS,

                                  BANK ONE, NA,
                             as Administrative Agent

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                  as Syndication Agent and Documentation Agent

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

                         BANC ONE CAPITAL MARKETS, INC.,
                      as Lead Arranger and Sole Bookrunner

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

                         SIDLEY AUSTIN BROWN & WOOD LLP
                                 Bank One Plaza
                            10 South Dearborn Street
                             Chicago, Illinois 60603

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

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                                      PAGE
-------                                                                                                                      ----
<S>                                                                                                                          <C>
ARTICLE I:       DEFINITIONS...............................................................................................    1
      1.1        Certain Defined Terms.....................................................................................    1
      1.2        References................................................................................................   22

ARTICLE II:      THE REVOLVING LOAN FACILITY...............................................................................   22
      2.1        Revolving Loans...........................................................................................   22
      2.2        Swing Line Loans..........................................................................................   23
      2.3        Rate Options for all Advances; Maximum Interest Periods...................................................   25
      2.4        Optional Payments; Mandatory Prepayments..................................................................   25
      2.5        Increases and Reduction of Revolving Loan Commitments.....................................................   26
      2.6        Method of Borrowing.......................................................................................   27
      2.7        Method of Selecting Types and Interest Periods for Advances...............................................   27
      2.8        Minimum Amount of Each Advance............................................................................   28
      2.9        Method of Selecting Types and Interest Periods for Conversion and Continuation of Advances................   28
      2.10       Default Rate..............................................................................................   29
      2.11       Method of Payment.........................................................................................   29
      2.12       Evidence of Debt..........................................................................................   29
      2.13       Telephonic Notices........................................................................................   30
      2.14       Promise to Pay; Interest and Commitment Fees; Interest Payment Dates; Interest and Fee Basis; Loan and
                 Control Accounts..........................................................................................   30
      2.15       Notification of Advances, Interest Rates, Prepayments and Aggregate Revolving Loan Commitment Reductions..   32
      2.16       Lending Installations.....................................................................................   33
      2.17       Non-Receipt of Funds by the Administrative Agent..........................................................   33
      2.18       Termination Date..........................................................................................   33
      2.19       Replacement of Certain Lenders............................................................................   34

ARTICLE III:     THE LETTER OF CREDIT FACILITY.............................................................................   34
      3.1        Obligation to Issue Letters of Credit.....................................................................   34
      3.2        Types and Amounts.........................................................................................   35
      3.3        Conditions................................................................................................   35
      3.4        Procedure for Issuance of Letters of Credit...............................................................   36
      3.5        Letter of Credit Participation............................................................................   36
      3.6        Reimbursement Obligation..................................................................................   36
      3.7        Letter of Credit Fees.....................................................................................   37
      3.8        Reporting Requirements....................................................................................   37
      3.9        Indemnification; Exoneration..............................................................................   37
      3.10       Cash Collateral...........................................................................................   38

ARTICLE IV:      YIELD PROTECTION; TAXES...................................................................................   39
</TABLE>

                                        i
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<TABLE>
<S>                                                                                                                           <C>
      4.1        Yield Protection..........................................................................................   39
      4.2        Changes in Capital Adequacy Regulations...................................................................   40
      4.3        Availability of Types of Advances.........................................................................   40
      4.4        Funding Indemnification...................................................................................   40
      4.5        Taxes.....................................................................................................   41
      4.6        Lender Statements; Survival of Indemnity..................................................................   42

ARTICLE V:       CONDITIONS PRECEDENT......................................................................................   43
      5.1        Initial Advances and Letters of Credit....................................................................   43
      5.2        Each Advance and Letter of Credit.........................................................................   44

ARTICLE VI:      REPRESENTATIONS AND WARRANTIES............................................................................   45
      6.1        Organization; Corporate Powers............................................................................   45
      6.2        Authority.................................................................................................   45
      6.3        No Conflict; Governmental Consents........................................................................   46
      6.4        Financial Statements......................................................................................   46
      6.5        No Material Adverse Change................................................................................   46
      6.6        Taxes.....................................................................................................   46
      6.7        Litigation; Loss Contingencies and Violations.............................................................   47
      6.8        Subsidiaries..............................................................................................   47
      6.9        ERISA.....................................................................................................   48
      6.10       Accuracy of Information...................................................................................   49
      6.11       Securities Activities.....................................................................................   49
      6.12       Material Agreements.......................................................................................   50
      6.13       Compliance with Laws......................................................................................   50
      6.14       Assets and Properties.....................................................................................   50
      6.15       Statutory Indebtedness Restrictions.......................................................................   50
      6.16       Insurance.................................................................................................   50
      6.17       Labor Matters.............................................................................................   50
      6.18       Environmental Matters.....................................................................................   50
      6.19       Benefits..................................................................................................   51
      6.20       Foreign Employee Benefit Matters..........................................................................   51
      6.21       Existing Indebtedness.....................................................................................   52
      6.22       Financial Information Restatement Limit...................................................................   52
      6.23       Reportable Transaction....................................................................................   52
      6.24       OFAC......................................................................................................   52

ARTICLE VII:     COVENANTS.................................................................................................   52
      7.1        Reporting.................................................................................................   52
      7.2        Affirmative Covenants.....................................................................................   58
      7.3        Negative Covenants........................................................................................   62
      7.4        Financial Covenants.......................................................................................   69

ARTICLE VIII:    DEFAULTS..................................................................................................   70
      8.1        Defaults..................................................................................................   70
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                           <C>
ARTICLE IX:      ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES........................................   73
      9.1        Termination of Revolving Loan Commitments; Acceleration...................................................   73
      9.2        Defaulting Lender.........................................................................................   74
      9.3        Amendments................................................................................................   75
      9.4        Preservation of Rights....................................................................................   76

ARTICLE X:       GENERAL PROVISIONS........................................................................................   76
      10.1       Survival of Representations...............................................................................   76
      10.2       Governmental Regulation...................................................................................   76
      10.3       Headings..................................................................................................   76
      10.4       Entire Agreement..........................................................................................   76
      10.5       Several Obligations; Benefits of this Agreement...........................................................   76
      10.6       Expenses; Indemnification.................................................................................   77
      10.7       Numbers of Documents......................................................................................   79
      10.8       Accounting................................................................................................   79
      10.9       Severability of Provisions................................................................................   79
      10.10      Nonliability of Lenders...................................................................................   79
      10.11      GOVERNING LAW.............................................................................................   79
      10.12      CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL...................................................   80
      10.13      Subordination of Intercompany Indebtedness................................................................   81
      10.14      Lender's Not Utilizing Plan Assets........................................................................   82
      10.15      Intercreditor Agreement and Collateral Documents..........................................................   82

ARTICLE XI:      THE ADMINISTRATIVE AGENT..................................................................................   82
      11.1       Appointment; Nature of Relationship.......................................................................   82
      11.2       Powers....................................................................................................   83
      11.3       General Immunity..........................................................................................   83
      11.4       No Responsibility for Loans, Creditworthiness, Recitals, Etc..............................................   83
      11.5       Action on Instructions of Lenders.........................................................................   83
      11.6       Employment of Agents and Counsel..........................................................................   84
      11.7       Reliance on Documents; Counsel............................................................................   84
      11.8       The Administrative Agent's Reimbursement and Indemnification..............................................   84
      11.9       Rights as a Lender........................................................................................   84
      11.10      Lender Credit Decision....................................................................................   85
      11.11      Successor Administrative Agent............................................................................   85
      11.12      No Duties of Documentation Agent, Syndication Agent or Arranger...........................................   85

ARTICLE XII:     SET-OFF; RATABLE PAYMENTS.................................................................................   86
      12.1       Set-off...................................................................................................   86
      12.2       Ratable Payments..........................................................................................   86
      12.3       Application of Payments...................................................................................   86
      12.4       Relations Among Lenders...................................................................................   87
      12.5       Representations and Covenants Among Lenders...............................................................   87
</TABLE>

                                       iii
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<TABLE>
<S>                                                                                                                           <C>
ARTICLE XIII:    BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.........................................................   87
      13.1       Successors and Assigns....................................................................................   88
      13.2       Participations............................................................................................   88
      13.3       Assignments...............................................................................................   89
      13.4       Confidentiality...........................................................................................   92
      13.5       Dissemination of Information..............................................................................   92

ARTICLE XIV:     NOTICES...................................................................................................   92
      14.1       Giving Notice.............................................................................................   92
      14.2       Change of Address.........................................................................................   93

ARTICLE XV:      COUNTERPARTS..............................................................................................   93

ARTICLE XVI:     PREVIOUS AGREEMENT........................................................................................   93

ARTICLE XVII:    USA PATRIOT ACT NOTIFICATION..............................................................................   93
</TABLE>

                                       iv
<PAGE>

                             EXHIBITS AND SCHEDULES
                                    EXHIBITS

EXHIBIT A     --     Revolving Loan Commitments
                     (Definitions)

EXHIBIT B     --     Form of Borrowing/Election Notice
                     (Section 2.2 and Section 2.7 and Section 2.9)

EXHIBIT C     --     Form of Request for Letter of Credit
                     (Section 3.3)

EXHIBIT D     --     Form of Assignment and Acceptance Agreement
                     (Sections 2.19 and 13.3)

EXHIBIT E     --     Form of Borrower's and Guarantors' Counsel's Opinion
                     (Section 5.1)

EXHIBIT F     --     List of Closing Documents
                     (Section 5.1)

EXHIBIT G     --     Form of Officer's Certificate
                     (Sections 5.2 and 7.1(A)(iii))

EXHIBIT H     --     Form of Compliance Certificate
                     (Sections 5.2 and 7.1(A)(iii))

EXHIBIT I     --     Form of Guaranty
                     (Definitions)

EXHIBIT J     --     Form of Intercreditor Agreement
                     (Definitions)

EXHIBIT K     --     Form of Note
                     (Section 2.12)

EXHIBIT L     --     Form of Designation Agreement
                     (Section 13.3(D))

EXHIBIT M     --     Form of Security Agreement
                     (Definitions)

                                        v
<PAGE>

                                    SCHEDULES

Schedule 1.1.1   --      Permitted Existing Investments (Definitions)

Schedule 1.1.2   --      Permitted Existing Liens (Definitions)

Schedule 6.3     --      Conflicts; Governmental Consents (Section 6.3)

Schedule 6.7     --      Litigation; Loss Contingencies (Section 6.7)

Schedule 6.8     --      Subsidiaries (Section 6.8)

Schedule 6.9     --      ERISA (Section 6.9)

Schedule 6.18    --      Environmental Matters (Section 6.18)

Schedule 6.21    --      Existing Indebtedness (Section 6.21)

Schedule 7.3(E)  --      Transactions with Affiliates (Section 7.3(E))

                                       vi
<PAGE>

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

      This Second Amended and Restated Credit Agreement, dated as of November
24, 2003, is entered into by and among CATALINA MARKETING CORPORATION, a
Delaware corporation, the institutions from time to time parties hereto as
Lenders, whether by execution of this Agreement or an Assignment Agreement
pursuant to Section 13.3, BANK ONE, NA, having its principal office in Chicago,
Illinois, in its capacity as contractual representative for itself and the other
Lenders, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent and
Documentation Agent. The Borrower, the Lenders and the Administrative Agent are
parties to an Amended and Restated Credit Agreement dated as of September 25,
2003 (as amended or modified prior to the date hereof, the "Previous
Agreement"). The Borrower wishes to amend and restate the Previous Agreement in
its entirety and the Lenders and the Administrative Agent are willing to do so
pursuant to the terms hereof.

                             ARTICLE I: DEFINITIONS

      1.1 Certain Defined Terms. In addition to the terms defined above, the
following terms used in this Agreement shall have the following meanings,
applicable both to the singular and the plural forms of the terms defined.

      As used in this Agreement:

      "ACCOUNTING CHANGE" is defined in Section 10.8 hereof.

      "ACQUISITION" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Borrower or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or division thereof,
whether through purchase of assets, merger or otherwise or (ii) directly or
indirectly acquires (in one transaction or as the most recent transaction in a
series of transactions) at least a majority (in number of votes) of the
securities of a corporation which have ordinary voting power for the election of
directors (other than securities having such power only by reason of the
happening of a contingency) or a majority (by percentage of voting power) of the
outstanding Equity Interests of another Person.

      "ADMINISTRATIVE AGENT" means Bank One in its capacity as contractual
representative for itself and the Lenders pursuant to Article XI hereof and any
successor Administrative Agent appointed pursuant to Article XI hereof.

      "ADVANCE" means a borrowing hereunder consisting of the aggregate amount
of the several Loans made by the Lenders to the Borrower of the same Type and,
in the case of Eurodollar Rate Advances, for the same Interest Period.

      "AFFECTED LENDER" is defined in Section 2.19 hereof.

      "AFFILIATE" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person is the
"beneficial owner" (as defined in Rule 13d-3

<PAGE>

under the Securities Exchange Act of 1934) of greater than five percent (5%) or
more of any class of voting securities (or other voting interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of Capital Stock, by contract or otherwise.

      "AGGREGATE REVOLVING LOAN COMMITMENT" means the aggregate of the Revolving
Loan Commitments of all the Lenders, as they may be increased and/or reduced
from time to time pursuant to the terms hereof. The initial Aggregate Revolving
Loan Commitment is Thirty Million and 00/100 Dollars ($30,000,000.00).

      "AGREEMENT" means this Second Amended and Restated Credit Agreement, as it
may be amended, restated or otherwise modified and in effect from time to time.

      "AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting
principles as in effect in the United States from time to time, applied in a
manner consistent with that used in preparing the financial statements of the
Borrower referred to in Section 6.4(B) hereof; provided, however, except as
provided in Section 10.8, that with respect to the calculation of financial
ratios and other financial tests required by this Agreement, "Agreement
Accounting Principles" means generally accepted accounting principles as in
effect in the United States as of the date of this Agreement, applied in a
manner consistent with that used in preparing the financial statements of the
Borrower referred to in Section 6.4(A) hereof; provided, further, that generally
accepted accounting principles in effect in the United States that differ from
those used to prepare the financial statements of the Borrower referred to in
Sections 6.4(A) or (B) or, prior to the completion of the Catalina Re-Audit,
Section 7.1(A), shall constitute "Agreement Accounting Principles" and may be
used in connection with the preparation of financial information required to be
delivered hereunder if such different accounting principles arise and are
applied in connection with the Catalina Re-Audit.

      "ALTERNATE BASE RATE" means, for any day, a fluctuating rate of interest
per annum equal to the higher of (i) the Corporate Base Rate for such day and
(ii) the sum of (a) the Federal Funds Effective Rate for such day and (b)
one-half of one percent (0.50%) per annum.

      "APPLICABLE COMMITMENT FEE PERCENTAGE" means, as at any date of
determination, the rate per annum then applicable in the determination of the
amount payable under Section 2.14(C) hereof determined in accordance with the
provisions of Section 2.14(D)(ii) hereof.

      "APPLICABLE EURODOLLAR MARGIN" means, as at any date of determination, the
rate per annum then applicable to Eurodollar Rate Loans, determined in
accordance with the provisions of Section 2.14(D)(ii) hereof.

      "APPLICABLE FLOATING RATE MARGIN" means, as at any date of determination,
the rate per annum then applicable to Floating Rate Loans, determined in
accordance with the provisions of Section 2.14(D)(ii) hereof.

      "APPLICABLE L/C FEE PERCENTAGE" means, as at any date of determination, a
rate per annum then applicable in the determination of the amount payable under
Section 3.7 (i) hereof which shall equal the then effective Applicable
Eurodollar Margin.

                                       2
<PAGE>

      "ARRANGER" means Banc One Capital Markets, Inc., in its capacity as the
lead arranger and sole bookrunner for the loan transaction evidenced by this
Agreement.

      "ASSIGNMENT AGREEMENT" means an assignment and acceptance agreement
entered into in connection with an assignment pursuant to Section 13.3 hereof in
substantially the form of Exhibit D.

      "ASSET SALE" means, with respect to any Person, the sale, lease,
conveyance, disposition or other transfer by such Person of any of its assets
(including by way of a sale-leaseback transaction, and including the sale or
other transfer of any of the Equity Interests of any Subsidiary of such Person)
other than (i) the sale of Inventory in the ordinary course of business and (ii)
the sale or other disposition of any obsolete manufacturing Equipment disposed
of in the ordinary course of business.

      "AUTHORIZED OFFICER" means any of the chief executive officer, president,
chief financial officer, vice president of finance or treasurer of the Borrower,
acting singly.

      "BANK ONE" means Bank One, NA, having its principal office in Chicago,
Illinois, in its individual capacity, and its successors.

           "BENEFIT PLAN" means a defined benefit plan as defined in Section
3(35) of ERISA (other than a Multiemployer Plan) in respect of which the
Borrower or any other member of the Controlled Group is, or within the
immediately preceding six (6) years was, an "employer" as defined in Section
3(5) of ERISA.

      "BORROWER" means Catalina Marketing Corporation, a Delaware corporation,
together with its successors and permitted assigns, including a
debtor-in-possession on behalf of the Borrower.

      "BORROWING DATE" means a date on which an Advance or Swing Line Loan is
made hereunder.

      "BORROWING/ELECTION NOTICE" is defined in Section 2.7 hereof.

      "BUSINESS DAY" means (i) with respect to any borrowing, payment or rate
selection of Loans bearing interest at the Eurodollar Rate, a day (other than a
Saturday or Sunday) on which banks are open for business in Chicago, Illinois
and on which dealings in Dollars are carried on in the London interbank market
and (ii) for all other purposes a day (other than a Saturday or Sunday) on which
banks are open for business in Chicago, Illinois.

      "CAPITAL EXPENDITURES" means, for any period, the aggregate of all
expenditures (whether paid in cash or accrued as liabilities and including
Capitalized Leases and Purchase Money Indebtedness) by the Borrower and its
Subsidiaries during that period that, in conformity with Agreement Accounting
Principles, are required to be included in or reflected by the property, plant,
Equipment or similar fixed asset accounts reflected in the consolidated balance
sheet of the Borrower and its Subsidiaries.

                                       3
<PAGE>

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

      "CAPITALIZED LEASE" of a Person means any lease of property by such Person
as lessee which would be capitalized on a balance sheet of such Person prepared
in accordance with Agreement Accounting Principles.

      "CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be capitalized
on a balance sheet of such Person prepared in accordance with Agreement
Accounting Principles.

      "CASH EQUIVALENTS" means (i) marketable direct obligations issued or
unconditionally guaranteed by the United States government or an agency thereof
and backed by the full faith and credit of the United States government; (ii)
domestic and Eurocurrency certificates of deposit and time deposits, bankers'
acceptances and floating rate certificates of deposit issued by any commercial
bank organized under the laws of the United States, any state thereof, the
District of Columbia, any foreign bank, or its branches or agencies, the
long-term indebtedness of which institution at the time of acquisition is rated
A- (or better) by Standard & Poor's Ratings Group or A3 (or better) by Moody's
Investors Services, Inc., and which certificates of deposit and time deposits
are fully protected against currency fluctuations for any such deposits with a
term of more than ninety (90) days; (iii) investment grade securities (i.e.,
securities rated at least Baa by Moody's Investors Service, Inc. or at least BBB
by Standard & Poor's Ratings Group); (iv) commercial paper of United States and
foreign banks and bank holding companies and their subsidiaries and United
States and foreign finance, commercial industrial or utility companies which, at
the time of acquisition, are rated A-1 (or better) by Standard & Poor's Ratings
Group or P-1 (or better) by Moody's Investors Services, Inc. (all such
institutions being "Qualified Institutions"); (v) shares of money market, mutual
or similar funds having assets in excess of $100,000,000 and the investments of
which are limited to those of a type set forth in clauses (i) through (iv)
above; provided that the maturities of any of the foregoing Cash Equivalents
described in clauses (i) through (v) above shall not exceed 365 days from the
date of acquisition thereof.

      "CASH FLOW FROM OPERATING ACTIVITIES" means, for any period of
determination, the Borrower's and its Subsidiaries' cash flow from operating
activities for such period, as cash flow from operating activities shall be
determined in accordance with U.S. generally accepted accounting principles in
effect for such period.

      "CATALINA JAPANESE FINANCING" means the 3,500,000,000 yen credit facility
evidenced by the Credit Agreement, dated as of November 24, 2003, by and between
Catalina Marketing Japan, K.K. and Bank One, NA, as such Credit Agreement may be
amended, restated, refinanced, replaced, supplemented or otherwise modified from
time to time.

                                       4
<PAGE>

      "CATALINA MARKETING NETWORK" means hardware, software, printers and
peripherals and any and all improvements thereto installed and maintained by the
Borrower and its Subsidiaries in supermarkets worldwide and related to the
distribution of marketing and promotional materials.

      "CATALINA RE-AUDIT" means (x) the audit or re-audit by
PricewaterhouseCoopers LLP of certain of the Borrower's annual financial
statements, which audit or re-audit shall include the Borrower's annual
financial statement for the fiscal year ended March 31, 2003 and the fiscal year
ending March 31, 2004, and may include other annual financial statements,
including the Borrower's annual financial statements for the fiscal years ended
March 31, 2002 and March 31, 2001, and (y) the review by PricewaterhouseCoopers
LLP of certain of the Borrower's quarterly financial statements, which review
shall include the financial statements for the fiscal quarters ended June 30,
2003 and September 30, 2003, the fiscal quarters ending December 31, 2003 and
June 30, 2004, and may include financial statements for fiscal quarters which
end prior to or shall end after such quarters.

      "CHANGE" is defined in Section 4.2 hereof.

      "CHANGE OF CONTROL" means an event or series of events by which:

            (i)   any "person" or "group" (within the meaning of Sections 13(d)
      and 14(d)(2) of the Securities Exchange Act of 1934) becomes the
      "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange
      Act of 1934), directly or indirectly, of thirty percent (30%) or more of
      the voting power of the then outstanding Capital Stock of the Borrower
      entitled to vote generally in the election of the directors of the
      Borrower; or

            (ii)  during any period of 12 consecutive calendar months, the board
      of directors of the Borrower shall cease to have as a majority of its
      members individuals who either:

                  (a)   were directors of the Borrower on the first day of such
            period, or

                  (b)   were elected or nominated for election to the board of
            directors of the Borrower at the recommendation of or other approval
            by at least a majority of the directors then still in office at the
            time of such election or nomination who were directors of the
            Borrower on the first day of such period, or whose election or
            nomination for election was so approved.

      "CLOSING DATE" means the date of this Agreement.

      "CODE" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

      "COLLATERAL" means all Property and interests in Property now owned or
hereafter acquired by the Borrower or any of its Material Domestic Subsidiaries
in or upon which a Lien is granted to the Collateral Agent, for the benefit of
the Holders of Secured Obligations and the other parties subject to the
Intercreditor Agreement, or to the Administrative Agent, for the benefit of the
Holders of Secured Obligations, whether under the Security Agreement, under any
of the other Collateral Documents or under any of the other Loan Documents;
provided,

                                       5
<PAGE>

however, that any Property securing the repayment of the Wachovia Lease Program
Indebtedness as of the Closing Date (including any replacement Property) shall
not constitute Collateral and shall not be required to be subject to any Lien
granted pursuant to the Collateral Documents until such time as the Wachovia
Lease Program Indebtedness shall be fully repaid and any arrangements in
connection therewith shall be terminated; provided, further, that Equity
Interests in the Borrower's Affiliates that are not Domestic Subsidiaries shall
not constitute Collateral.

      "COLLATERAL AGENT" means Bank One, NA, in its capacity as Collateral Agent
under the Intercreditor Agreement, together with successor and assigns thereto
permitted under the Intercreditor Agreement.

      "COLLATERAL DOCUMENTS" means all agreements, instruments and documents
executed in connection with this Agreement that are intended to create or
evidence Liens to secure the Secured Obligations and all other obligations
subject to the Intercreditor Agreement, including, without limitation, the
Security Agreement.

      "COMMISSION" means the Securities and Exchange Commission of the United
States of America and any Person succeeding to the functions thereof.

      "CONSOLIDATED ASSETS" means the total assets of the Borrower and its
Subsidiaries on a consolidated basis as determined in accordance with Agreement
Accounting Principles.

      "CONTAMINANT" means any waste, pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, asbestos, polychlorinated biphenyls ("PCBS"), or any
constituent of any such substance or waste that is regulated under or for which
liability may be imposed under Environmental, Health or Safety Requirements of
Law.

      "CONTINGENT OBLIGATION", as applied to any Person, means any Contractual
Obligation, contingent or otherwise, of that Person with respect to any
Indebtedness of another or other obligation or liability of another, including,
without limitation, any such Indebtedness, obligation or liability of another
directly or indirectly guaranteed, endorsed (otherwise than for collection or
deposit in the ordinary course of business), co-made or discounted or sold with
recourse by that Person, or in respect of which that Person is otherwise
directly or indirectly liable, including Contractual Obligations (contingent or
otherwise) arising through any agreement to purchase, repurchase or otherwise
acquire such Indebtedness, obligation or liability or any security therefor, or
to provide funds for the payment or discharge thereof (whether in the form of
loans, advances, stock purchases, capital contributions or otherwise), or to
maintain solvency, assets, level of income, or other financial condition, or to
make payment other than for value received. The amount of any Contingent
Obligation shall be equal to the present value of the portion of the obligation
so guaranteed or otherwise supported, in the case of known recurring
obligations, and the maximum reasonably anticipated liability in respect of the
portion of the obligation so guaranteed or otherwise supported assuming such
Person is required to perform thereunder, in all other cases.

                                       6
<PAGE>

      "CONTRACTUAL OBLIGATION", as applied to any Person, means any provision of
any equity or debt securities issued by that Person or any indenture, mortgage,
deed of trust, security agreement, pledge agreement, guaranty, contract,
undertaking, agreement or instrument, in any case in writing, to which that
Person is a party or by which it or any of its properties is bound, or to which
it or any of its properties is subject.

      "CONTROLLED GROUP" means the group consisting of (i) any corporation which
is a member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as the Borrower; (ii) a partnership or other trade
or business (whether or not incorporated) which is under common control (within
the meaning of Section 414(c) of the Code) with the Borrower; and (iii) a member
of the same affiliated service group (within the meaning of Section 414(m) of
the Code) as the Borrower, any corporation described in clause (i) above or any
partnership or trade or business described in clause (ii) above.

      "CORPORATE BASE RATE" means a rate per annum equal to the corporate base
rate or prime rate of interest announced from time to time by Bank One or its
parent (which is not necessarily the lowest rate charged to any customer),
changing when and as said corporate base rate or prime rate changes.

      "CURE LOAN" is defined in Section 9.2 hereof.

      "CUSTOMARY PERMITTED LIENS" means:

            (i)   Liens (other than Environmental Liens and Liens in favor of
      the IRS or the PBGC or any Plan) with respect to the payment of taxes,
      assessments or governmental charges in all cases which are not yet due or
      (if foreclosure, distraint, sale or other similar proceedings shall not
      have been commenced or any such proceeding after being commenced is
      stayed) which are being contested in good faith by appropriate proceedings
      properly instituted and diligently conducted and with respect to which
      adequate reserves or other appropriate provisions are being maintained in
      accordance with Agreement Accounting Principles;

            (ii)  statutory Liens of landlords and Liens of suppliers,
      mechanics, carriers, materialmen, warehousemen, service providers or
      workmen and other similar Liens imposed by law created in the ordinary
      course of business for amounts not yet due or which are being contested in
      good faith by appropriate proceedings properly instituted and diligently
      conducted and with respect to which adequate reserves or other appropriate
      provisions are being maintained in accordance with Agreement Accounting
      Principles;

            (iii) Liens (other than Environmental Liens and Liens in favor of
      the IRS or the PBGC or any Plan) incurred or deposits made in the ordinary
      course of business in connection with workers' compensation, unemployment
      insurance or other types of social security benefits or to secure the
      performance of bids, tenders, sales, contracts (other than for the
      repayment of borrowed money), surety, appeal and performance bonds;
      provided that (A) all such Liens do not in the aggregate materially
      detract from the value of the Borrower's or its Subsidiary's assets or
      property taken as a whole or materially impair the use thereof in the
      operation of the businesses taken as a whole, and

                                       7
<PAGE>

      (B) all Liens securing bonds to stay judgments or in connection with
      appeals do not secure at any time an aggregate amount exceeding
      $5,000,000;

            (iv)  Liens arising with respect to zoning restrictions, easements,
      licenses, reservations, covenants, rights-of-way, utility easements,
      building restrictions and other similar charges or encumbrances on the use
      of real property which do not in any case materially detract from the
      value of the property subject thereto or interfere with the ordinary
      conduct of the business of the Borrower or any of its Subsidiaries;

            (v)   Liens of attachment or judgment with respect to judgments,
      writs or warrants of attachment, or similar process against the Borrower
      or any of its Subsidiaries which do not constitute a Default under Section
      8.1(H) hereof; and

            (vi)  any interest or title of the lessor in the property subject to
      any operating lease entered into by the Borrower or any of its
      Subsidiaries in the ordinary course of business.

      "DEFAULT" means an event described in Article VIII hereof.

      "DEFECTIVE REBATE MATERIALS" means any coupons, rebates or other discount
materials prepared by the Borrower or a Subsidiary thereof at the request of one
of its customers that inaccurately reflect or offer a rebate or other price
reduction for a good or service offered by such customer. For example, if a
customer requested the preparation and circulation of a coupon offering such
customer's clients a 10% purchase price reduction on a particular good, and the
Borrower or any Subsidiary thereof prepared and circulated materials offering a
20% purchase price reduction, then the additional 10% price reduction would
reflect the inaccuracy and would be the amount of the price reduction not
requested by the customer.

      "DESIGNATED LENDER" means, with respect to each Designating Lender, each
Eligible Designee designated by such Designating Lender pursuant to Section
13.3(D).

      "DESIGNATING LENDER" means, with respect to each Designated Lender, the
Lender that designated such Designated Lender pursuant to Section 13.3(D).

      "DESIGNATION AGREEMENT" is defined in Section 13.3(D) hereof.

      "DISCLOSED DOMESTIC SUBSIDIARY ASSET SALES" means the sale, transfer or
other disposition of (x) all or substantially all of the Property of one or more
Domestic Subsidiaries of the Borrower or (y) all or substantially all of the
equity interests of one or more Domestic Subsidiaries of the Borrower, in either
case as disclosed to the Administrative Agent and the Lenders prior to the
Closing Date and in either case to any Person that is not an Affiliate of the
Borrower.

      "DISCLOSED FOREIGN SUBSIDIARY ASSET SALE" means the sale, transfer or
other disposition of (x) all or substantially all of the Property of a
non-Domestic Subsidiary of the Borrower or (y) all or substantially all of the
equity interests of a non-Domestic Subsidiary of the Borrower, in either case as
disclosed to the Administrative Agent and the Lenders prior to the Closing Date
and in either case to a Person that is not an Affiliate of the Borrower.

                                       8
<PAGE>

      "DISCLOSED LITIGATION" is defined in Section 6.7 hereof.

      "DISQUALIFIED STOCK" means any preferred stock and any Capital Stock, in
each case that, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder thereof, in
whole or in part, on or prior to the date that is 91 days after the Revolving
Loan Termination Date.

      "DIVIDEND" means any dividend or other distribution, direct or indirect,
on account of any Equity Interests of the Borrower or any of its Subsidiaries
now or hereafter outstanding, except a dividend payable solely in the Capital
Stock of the Borrower or any of its Subsidiaries (other than Disqualified Stock)
or in options, warrants or other rights to purchase Capital Stock of the
Borrower or any of its Subsidiaries.

      "DOL" means the United States Department of Labor and any Person
succeeding to the functions thereof.

      "DOLLAR" and "$" means dollars in the lawful currency of the United
States.

      "DOMESTIC SUBSIDIARY" means any Subsidiary of a Person that is organized
under the laws of a state of the United States or any other political
subdivision thereof.

      "EBIT" means, for any period, on a consolidated basis for the Borrower and
its Subsidiaries, the sum of the amounts for such period, without duplication,
of (i) Net Income, plus (ii) Interest Expense to the extent deducted in
computing Net Income, plus (iii) charges against income for foreign, federal,
state and local taxes to the extent deducted in computing Net Income, plus (iv)
one-time non-cash restructuring charges to the extent deducted in computing Net
Income, all as determined in accordance with Agreement Accounting Principles.

      "EBITDA" means, for any period, on a consolidated basis for the Borrower
and its Subsidiaries, the sum of the amounts for such period, without
duplication, of (i) EBIT, plus (ii) depreciation expense to the extent deducted
in computing Net Income, plus (iii) amortization expense, including, without
limitation, amortization of goodwill and other intangible assets to the extent
deducted in computing Net Income, all as determined in accordance with Agreement
Accounting Principles.

      "ELECTRONIC ERRORS & OMISSIONS POLICY" means the insurance policy
maintained by the Borrower and its Subsidiaries that provides coverage against
claims brought by any customer of the Borrower or any Subsidiary thereof
resulting from the Borrower or a Subsidiary thereof preparing Defective Rebate
Materials on behalf of such customer.

      "ELIGIBLE DESIGNEE" means a special purpose corporation, partnership,
limited partnership or limited liability company that is administered by a
Lender or an Affiliate of a Lender and (i) is organized under the laws of the
United States of America or any state thereof, (ii) is engaged primarily in
making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business and (iii) issues (or the parent of which issues)
commercial paper rated at least A-1 or the equivalent thereof by S&P or the
equivalent thereof by Moody's.

                                       9
<PAGE>

      "ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS OF LAW" means all
Requirements of Law derived from or relating to foreign, federal, state and
local laws or regulations relating to or addressing pollution or protection of
the environment, or protection of worker health or safety, including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. Section 9601 et seq. ("CERCLA"), the Occupational Safety and
Health Act of 1970, 29 U.S.C. Section 651 et seq. ("OSHA"), and the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq. ("RCRA"),
in each case including any amendments thereto, any successor statutes, and any
regulations or guidance promulgated thereunder, and any state or local
equivalent thereof.

      "ENVIRONMENTAL LIEN" means a lien in favor of any Governmental Authority
for (a) any liability under Environmental, Health or Safety Requirements of Law,
or (b) damages arising from, or costs incurred by such Governmental Authority in
response to, a Release or threatened Release of a Contaminant into the
environment.

      "EQUIPMENT" means all of the Borrower's and its Subsidiaries' present and
future (i) equipment, including, without limitation, machinery, manufacturing,
distribution, selling, data processing and office equipment, assembly systems,
tools, molds, dies, fixtures, appliances, furniture, furnishings, vehicles,
vessels, aircraft, aircraft engines, and trade fixtures, (ii) other tangible
personal property (other than the Borrower's or Subsidiary's Inventory), and
(iii) any and all accessions, parts and appurtenances attached to any of the
foregoing or used in connection therewith, and any substitutions therefor and
replacements, products and proceeds thereof.

      "EQUITY INTERESTS" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, including (unless the context otherwise requires) any
rules or regulations promulgated thereunder.

      "EURODOLLAR BASE RATE" means, with respect to a Eurodollar Rate Loan for
the relevant Interest Period, the applicable British Bankers' Association
Interest Settlement Rate for deposits in U.S. dollars appearing on Reuters
Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period, and having a maturity equal to such Interest
Period, as adjusted for Reserves; provided that, (i) if Reuters Screen FRBD is
not available to the Administrative Agent for any reason, the applicable
Eurodollar Base Rate for the relevant Interest Period shall instead be the
applicable British Bankers' Association Interest Settlement Rate for deposits in
U.S. Dollars as reported by any other generally recognized financial information
service as of 11 a.m. (London time) two Business Days prior to the first day of
such Interest Period, and having a maturity equal to such Interest Period, and
(ii) if no such British Bankers' Association Interest Settlement Rate is
available to the Administrative Agent, the applicable Eurodollar Base Rate for
the relevant Interest Period shall instead be the rate determined by the
Administrative Agent to be the rate at which Bank One or one of its Affiliate
banks offers to place deposits in U.S. Dollars with first-class banks in the
London interbank market at approximately 11:00 a.m. (London time) two Business
Days prior to the first day of

                                       10
<PAGE>

such Interest Period, in the approximate amount of Bank One's relevant
Eurodollar Rate Loan and having a maturity equal to such Interest Period.

      "EURODOLLAR RATE" means, with respect to a Eurodollar Rate Loan for the
relevant Interest Period, the Eurodollar Base Rate applicable to such Interest
Period plus the then Applicable Eurodollar Margin. The Eurodollar Rate shall be
rounded to the next higher multiple of 1/16 of 1% if the rate is not such a
multiple.

      "EURODOLLAR RATE ADVANCE" means an Advance which bears interest at the
Eurodollar Rate.

      "EURODOLLAR RATE LOAN" means a Loan, or portion thereof, which bears
interest at the Eurodollar Rate.

      "EXCLUDED TAXES" means, in the case of each Lender or applicable Lending
Installation and the Administrative Agent, taxes imposed on its overall net
income, and franchise taxes imposed on it, by (i) the jurisdiction under the
laws of which such Lender or the Administrative Agent is incorporated or
organized or (ii) the jurisdiction in which the Administrative Agent's or such
Lender's principal executive office or such Lender's applicable Lending
Installation is located.

      "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest 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 for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

      "FINANCIAL INFORMATION RESTATEMENT LIMIT" means, in connection with the
Catalina Re-Audit and any restatement or modification of financial information
or financial statements subject thereto which results in a reduction of
previously reported Cash Flow From Operating Activities for the period for which
the Catalina Re-Audit is performed, an amount of not more than $20,000,000 in
the aggregate.

      "FLOATING RATE" means, for any day for any Loan, a rate per annum equal to
the Alternate Base Rate for such day, changing when and as the Alternate Base
Rate changes, plus the then Applicable Floating Rate Margin.

      "FLOATING RATE ADVANCE" means an Advance which bears interest at the
Floating Rate.

      "FLOATING RATE LOAN" means a Loan, or portion thereof, which bears
interest at the Floating Rate.

      "FOREIGN EMPLOYEE BENEFIT PLAN" means any employee benefit plan as defined
in Section 3(3) of ERISA which is maintained or contributed to for the benefit
of the employees of

                                       11
<PAGE>

the Borrower, any of its Subsidiaries or any members of its Controlled Group and
is not covered by ERISA pursuant to Section 4(b)(4) of ERISA.

      "FOREIGN PENSION PLAN" means any employee benefit plan as described in
Section 3(3) of ERISA for which the Borrower or any member of its Controlled
Group is a sponsor or administrator and which (i) is maintained or contributed
to for the benefit of employees of the Borrower, its Subsidiaries or any member
of its Controlled Group, (ii) is not covered by ERISA pursuant to Section
4(b)(4) of ERISA and (iii) under applicable local law, is required to be funded
through a trust or other funding vehicle.

      "GOVERNMENTAL ACTS" is defined in Section 3.9(A) hereof.

      "GOVERNMENTAL AUTHORITY" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative authority or
functions of or pertaining to government, including any authority or other
quasi-governmental entity established to perform any of such functions.

      "GROSS NEGLIGENCE" means (a) recklessness, (b) the absence of slight
diligence, or (c) actions taken or omitted with conscious indifference to or the
reckless disregard of consequences or rights of others affected. Gross
Negligence does not mean the absence of ordinary care or diligence, or an
inadvertent act or inadvertent failure to act. If the term "gross negligence" is
used with respect to the Administrative Agent or any Lender or any indemnitee in
any of the other Loan Documents, it shall have the meaning set forth herein.

      "GUARANTORS" means (i) all of the Borrower's Material Domestic
Subsidiaries as of the Closing Date; (ii) any New Subsidiaries which have
satisfied the provisions of Section 7.2(K) hereof; and (iii) any other
Subsidiaries which become Guarantors as a result of the provisions of Section
7.2(K), and, in each case, their respective successors and permitted assigns.

      "GUARANTY" means that certain Amended and Restated Guaranty substantially
in the form of Exhibit I hereto dated as of November 24, 2003, executed by the
Guarantors in favor of the Administrative Agent, for the ratable benefit of the
Holders of Secured Obligations, as it may be amended, modified, supplemented
and/or restated (including to add new Guarantors), and as in effect from time to
time.

      "HEDGING AGREEMENTS" is defined in Section 7.3(L) hereof.

      "HEDGING ARRANGEMENTS" is defined in the definition of Hedging Obligations
below.

      "HEDGING OBLIGATIONS" of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all
agreements, devices or arrangements designed to protect such Person from the
fluctuations of interest rates, commodity prices, exchange rates or forward
rates applicable to such party's assets, liabilities or exchange transactions,
including, but not limited to, dollar-denominated or cross-currency interest
rate exchange agreements, forward currency exchange agreements, interest rate
cap or collar protection agreements, forward rate currency or interest rate
options, puts and warrants or any similar derivative transactions ("HEDGING

                                       12
<PAGE>

ARRANGEMENTS"), and (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any of the foregoing.

      "HOLDERS OF SECURED OBLIGATIONS" means the holders of the Secured
Obligations from time to time and shall include their respective successors,
transferees and permitted assigns.

      "INDEBTEDNESS" of any Person means, without duplication, such Person's (a)
obligations for borrowed money, (b) obligations representing the deferred
purchase price of property or services (other than accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), (c) obligations, whether or not assumed, secured by Liens or payable out
of the proceeds or production from property or assets now or hereafter owned or
acquired by such Person, (d) obligations which are evidenced by notes,
acceptances or other instruments, (e) Capitalized Lease Obligations, (f)
Contingent Obligations, (g) obligations with respect to letters of credit, (h)
Hedging Obligations, (i) Off-Balance Sheet Liabilities, and (j) Disqualified
Stock held by a Person other than the Borrower or any of its Subsidiaries. The
amount of Indebtedness of any Person at any date shall be without duplication
(i) the outstanding balance at such date of all unconditional obligations as
described above and the maximum liability of any such Contingent Obligations at
such date and (ii) in the case of Indebtedness described in clause (c) above of
others secured by a Lien to which the property or assets owned or held by such
Person is subject, the lesser of the fair market value at such date of any asset
subject to a Lien securing the Indebtedness of others and the amount of the
Indebtedness secured.

      "INDEMNIFIED MATTERS" is defined in Section 10.6(B) hereof.

      "INDEMNITEES" is defined in Section 10.6(B) hereof.

      "INITIAL FUNDING DATE" means the date on which the initial Revolving Loans
are advanced hereunder.

      "INSOLVENCY EVENT" is defined in Section 10.13 hereof.

      "INTERCOMPANY INDEBTEDNESS" is defined in Section 10.13 hereof.

      "INTERCREDITOR AGREEMENT" means an intercreditor, lien subordination and
collateral agency agreement, dated as of November 24, 2003, substantially in the
form of Exhibit J hereto, by and among the Administrative Agent, the Lenders,
Bank One, NA, as lender under the Catalina Japanese Financing, and the
Collateral Agent, as the same may be amended, restated, supplemented or
otherwise modified from time to time.

      "INTEREST EXPENSE" means, for any period, the total interest expense of
the Borrower and its consolidated Subsidiaries, whether paid or accrued
(including, without duplication, the interest component of Capitalized Leases,
net payments (if any) pursuant to Hedging Arrangements relating to interest rate
protection, and commitment and letter of credit fees), all as determined in
conformity with Agreement Accounting Principles.

      "INTEREST EXPENSE COVERAGE RATIO" is defined in Section 7.4(B) hereof.

                                       13
<PAGE>

      "INTEREST PERIOD" means, with respect to a Eurodollar Rate Loan, a period
of one (1), two (2) or three (3) months commencing on a Business Day selected by
the Borrower on which a Eurodollar Rate Advance is made to Borrower pursuant to
this Agreement. Such Interest Period shall end on (but exclude) the day which
corresponds numerically to such date one, two or three months thereafter;
provided, however, that if there is no such numerically corresponding day in
such next, second or third succeeding month, such Interest Period shall end on
the last Business Day of such next, second or third succeeding month. If an
Interest Period would otherwise end on a day which is not a Business Day, such
Interest Period shall end on the next succeeding Business Day; provided,
however, that if said next succeeding Business Day falls in a new calendar
month, such Interest Period shall end on the immediately preceding Business Day;
provided, further, in no event shall any Interest Period extend beyond the
Revolving Loan Termination Date.

      "INVENTORY" shall mean any and all goods, including, without limitation,
goods in transit, wheresoever located, whether now owned or hereafter acquired
by the Borrower or any of its Subsidiaries, which are held for sale or lease,
furnished under any contract of service or held as raw materials, work in
process or supplies, and all materials used or consumed in the business of
Borrower or any of its Subsidiaries, and shall include all right, title and
interest of the Borrower or any of its Subsidiaries in any property the sale or
other disposition of which has given rise to Receivables and which has been
returned to or repossessed or stopped in transit by the Borrower or any of its
Subsidiaries.

      "INVESTMENT" means, with respect to any Person, (i) any purchase or other
acquisition by that Person of any Indebtedness, Equity Interests or other
securities, or of a beneficial interest in any Indebtedness, Equity Interests or
other securities, issued by any other Person, (ii) any purchase by that Person
of all or substantially all of the assets of a business conducted by another
Person, and (iii) any loan, advance (other than deposits with financial
institutions available for withdrawal on demand, prepaid expenses, accounts
receivable, advances to employees and similar items made or incurred in the
ordinary course of business) or capital contribution by that Person to any other
Person, including all Indebtedness to such Person arising from a sale of
property by such Person other than in the ordinary course of its business.
Investment shall not include, until funded, any Contingent Obligation included
in the calculation of Indebtedness.

      "IRS" means the Internal Revenue Service and any Person succeeding to the
functions thereof.

      "ISSUING BANK" means Bank One in its separate capacity as an issuer of
Letters of Credit pursuant to Section 3.1.

      "L/C DOCUMENTS" is defined in Section 3.3 hereof.

      "L/C DRAFT" means a draft drawn on the Issuing Bank pursuant to a Letter
of Credit.

      "L/C INTEREST" shall have the meaning ascribed to such term in Section 3.5
hereof.

      "L/C OBLIGATIONS" means, without duplication, an amount equal to the sum
of (i) the aggregate of the amount then available for drawing under each of the
Letters of Credit, (ii) the face amount of all outstanding L/C Drafts
corresponding to the Letters of Credit, which L/C

                                       14
<PAGE>

Drafts have been accepted by the Issuing Bank, (iii) the aggregate outstanding
amount of all Reimbursement Obligations at such time and (iv) the aggregate face
amount of all Letters of Credit requested by the Borrower but not yet issued
(unless the request for an unissued Letter of Credit has been denied).

      "LENDERS" means the lending institutions listed on the signature pages of
this Agreement, including the Issuing Banks and the Swing Line Bank, and each of
their respective successors and assigns.

      "LENDING INSTALLATION" means, with respect to a Lender or the
Administrative Agent, any office, branch, subsidiary or affiliate of such Lender
or the Administrative Agent.

      "LETTER OF CREDIT" means, subject to the availability of letters of credit
under Section 3.1, the letters of credit to be issued by the Issuing Bank
pursuant to Section 3.1 hereof.

      "LEVERAGE RATIO" is defined in Section 7.4(A) hereof.

      "LIEN" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, the interest of a vendor or lessor
under any conditional sale, Capitalized Lease or other title retention
agreement).

      "LOAN(S)" means, with respect to a Lender, such Lender's portion of any
Advance made pursuant to Section 2.1 hereof, as applicable, and in the case of
the Swing Line Bank, any Swing Line Loan made pursuant to Section 2.2 hereof,
and collectively, all Revolving Loans and Swing Line Loans, whether made or
continued as or converted to Floating Rate Loans or Eurodollar Rate Loans.

      "LOAN ACCOUNT" is defined in Section 2.12(A) hereof.

      "LOAN DOCUMENTS" means this Agreement, the Intercreditor Agreement, the
Guaranty, the Collateral Documents and all supplements thereto, and all other
documents, instruments and agreements executed in connection therewith or
contemplated thereby, as the same may be amended, restated, supplemented or
otherwise modified and in effect from time to time.

      "LOAN PARTIES" is defined in Section 5.1 hereof.

      "MARGIN STOCK" shall have the meaning ascribed to such term in Regulation
U.

      "MATERIAL ADVERSE EFFECT" means a material adverse effect upon (a) the
business, properties, prospects, operations or condition (financial or
otherwise) of the Borrower or the Borrower and its Subsidiaries, taken as a
whole, (b) the ability of the Borrower or any of its Subsidiaries to pay or
perform their respective Secured Obligations, liabilities and Indebtedness under
the Loan Documents in any material respects or (c) the ability of the Lenders or
the Agent to enforce in any material respect the Secured Obligations.

      "MATERIAL DOMESTIC SUBSIDIARY" means, without duplication, each
consolidated Subsidiary of the Borrower (a) that is a Domestic Subsidiary and
(b) which either (i) represents

                                       15
<PAGE>

more than two and one-half percent (2.5%) of Consolidated Assets as would be
shown in the consolidated financial statements of the Borrower and its
Subsidiaries as at the beginning of the twelve-month period ending with the
month in which such determination is made, or (ii) is responsible for more than
two and one-half percent (2.5%) of the consolidated net income of the Borrower
and its Subsidiaries as reflected in the financial statements referred to in
clause (i) above.

      "MATERIAL TERM" means, with respect to any indenture, agreement or other
instrument evidencing Indebtedness or an obligation to repay Indebtedness, a
provision evidencing a default, event of default or other comparable event which
permits the holder of such Indebtedness to accelerate the repayment thereof, or
any provision evidencing a representation, warranty or covenant.

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

      "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA which is, or within the immediately preceding six (6) years
was, contributed to by either the Borrower or any member of the Controlled
Group.

      "NET INCOME" means, for any period, the net earnings (or loss) after taxes
of the Borrower and its Subsidiaries on a consolidated basis for such period
taken as a single accounting period determined in conformity with Agreement
Accounting Principles.

      "NEW SUBSIDIARY" is defined in Section 7.3(D).

      "NON-ERISA COMMITMENTS" means

            (i)   each pension, medical, dental, life, accident insurance,
      disability, group insurance, sick leave, profit sharing, deferred
      compensation, bonus, stock option, stock purchase, retirement, savings,
      severance, stock ownership, performance, incentive, hospitalization or
      other insurance, or other welfare, benefit or fringe benefit plan, policy,
      trust, understanding or arrangement of any kind; and

            (ii)  each employee collective bargaining agreement and each
      agreement, understanding or arrangement of any kind, with or for the
      benefit of any current executive officer or director of the Borrower
      (including, without limitation, each employment, compensation, deferred
      compensation, severance or consulting agreement or arrangement and any
      agreement or arrangement associated with a change in ownership of the
      Borrower or any member of the Controlled Group);

to which the Borrower or any member of the Controlled Group is a party or with
respect to which the Borrower or any member of the Controlled Group is or will
be required to make any payment other than any Plans.

      "NON PRO RATA LOAN" is defined in Section 9.2 hereof.

      "NON-U.S. LENDER" is defined in Section 4.5(iii) hereof.

                                       16
<PAGE>

      "NOTE" means a promissory note of the Borrower payable to the order of any
Lender, in substantially the form of Exhibit K hereto, evidencing the aggregate
indebtedness of the Borrower to such Lender under this Agreement.

      "NOTICE OF ASSIGNMENT" is defined in Section 13.3(B) hereof.

      "OBLIGATIONS" means all Loans, L/C Obligations, advances, debts,
liabilities, obligations, covenants and duties owing by the Borrower or any of
its Subsidiaries to the Administrative Agent, any Lender, the Swing Line Bank,
the Arranger, any Affiliate of the Administrative Agent or any Lender, the
Issuing Bank or any Indemnitee, of any kind or nature, present or future,
arising under this Agreement, the L/C Documents or any other Loan Document,
whether or not evidenced by any note, guaranty or other instrument, whether or
not for the payment of money, whether arising by reason of an extension of
credit, loan, guaranty, indemnification, or in any other manner, whether direct
or indirect (including those acquired by assignment), absolute or contingent,
due or to become due, now existing or hereafter arising and however acquired.
The term includes, without limitation, all interest, charges, expenses, fees,
attorneys' fees and disbursements, paralegals' fees (in each case whether or not
allowed), and any other sum chargeable to the Borrower or any of its
Subsidiaries under this Agreement or any other Loan Document.

      "OFF-BALANCE SHEET LIABILITIES" of a Person means (a) any repurchase
obligation or liability of such Person or any of its Subsidiaries with respect
to Receivables or notes receivable sold by such Person or any of its
Subsidiaries (calculated to include the unrecovered investment of purchasers or
transferees of Receivables or notes receivable or any other obligation of the
Borrower or such transferor to purchasers/transferees of interests in
Receivables or notes receivables or the agent for such purchasers/transferees),
(b) any liability under any sale and leaseback transactions which do not create
a liability on the consolidated balance sheet of such Person, (c) any liability
under any financing lease or so-called "synthetic lease" transaction or "tax
ownership operating lease" transaction, or (d) any obligations arising with
respect to any other transaction which is the functional equivalent of or takes
the place of borrowing but which does not constitute a liability on the
consolidated balance sheets of such Person and its Subsidiaries.

      "OTHER TAXES" is defined in Section 4.5 hereof.

      "PARTICIPANTS" is defined in Section 13.2(A) hereof.

      "PAYMENT DATE" means the last day of each calendar quarter.

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

      "PERMITTED EXISTING INVESTMENTS" means the Investments of the Borrower and
its Subsidiaries identified as such on Schedule 1.1.1 to this Agreement.

      "PERMITTED EXISTING LIENS" means the Liens on assets of the Borrower and
its Subsidiaries identified as such on Schedule 1.1.2 to this Agreement.

                                       17
<PAGE>

      "PERSON" means any individual, corporation, firm, enterprise, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, limited liability company or other entity of any kind, or any
government or political subdivision or any agency, department or instrumentality
thereof.

      "PREVIOUS AGREEMENT" is defined in the first paragraph of this Agreement.

      "PLAN" means an employee benefit plan defined in Section 3(3) of ERISA in
respect of which the Borrower or any member of the Controlled Group is, or
within the immediately preceding six (6) years was, an "employer" as defined in
Section 3(5) of ERISA.

      "PROPERTY" of a Person means any and all property, whether real, personal,
tangible, intangible, or mixed, of such Person, or other assets owned, leased or
operated by such Person.

      "PRO RATA SHARE" means, with respect to any Lender, the percentage
obtained by dividing (A) such Lender's Revolving Loan Commitment at such time
(in each case, as adjusted from time to time in accordance with the provisions
of this Agreement) by (B) the Aggregate Revolving Loan Commitment at such time;
provided, however, if all of the Revolving Loan Commitments are terminated
pursuant to the terms of this Agreement, then "Pro Rata Share" means the
percentage obtained by dividing (x) the sum of (A) such Lender's Revolving
Loans, plus (B) such Lender's share of the obligations to purchase
participations in Swing Line Loans and Letters of Credit, by (y) the sum of (A)
the aggregate outstanding amount of Revolving Loans, plus (B) the aggregate
outstanding amount of all Swing Line Loans and Letters of Credit.

      "PURCHASE MONEY INDEBTEDNESS" means Indebtedness incurred by the Borrower
or any of its Subsidiaries after the Closing Date to finance the acquisition of
assets which has a scheduled maturity and is not due on demand, and which does
not exceed the cost of the applicable assets.

      "PURCHASERS" is defined in Section 13.3(A) hereof.

      "RECEIVABLE(S)" means and includes all of the Borrower's and its
Subsidiaries' presently existing and hereafter arising or acquired accounts,
accounts receivable, and all present and future rights of the Borrower and its
Subsidiaries to payment for goods sold or leased or for services rendered
(except those evidenced by instruments or chattel paper), whether or not they
have been earned by performance, and all rights in any merchandise or goods
which any of the same may represent, and all rights, title, security and
guaranties with respect to each of the foregoing, including, without limitation,
any right of stoppage in transit.

      "REGISTER" is defined in Section 13.3(C) hereof.

      "REGULATION T" means Regulation T of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities for the purpose
of purchasing or carrying margin stock (as defined therein).

      "REGULATION U" means Regulation U of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official

                                       18
<PAGE>

interpretation of said Board of Governors relating to the extension of credit by
banks, non-banks and non-broker lenders for the purpose of purchasing or
carrying Margin Stock applicable to member banks of the Federal Reserve System.

      "REGULATION X" means Regulation X of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

      "REIMBURSEMENT OBLIGATION" is defined in Section 3.6 hereof.

      "RELEASE" means any release, spill, emission, leaking, pumping, injection,
deposit, disposal, discharge, dispersal, leaching or migration into the
environment, including the movement of Contaminants through or in the air, soil,
surface water or groundwater.

      "REPLACEMENT LENDER" is defined in Section 2.19 hereof.

      "REPORTABLE EVENT" means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days after
such event occurs, provided, however, that a failure to meet the minimum funding
standards of Section 412 of the Code and of Section 302 of ERISA shall be a
Reportable Event regardless of any such waiver of the notice requirement in
accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

      "REQUIRED LENDERS" means Lenders whose Pro Rata Shares, in the aggregate,
are at least fifty-one percent (51%); provided, however, that, if any of the
Lenders shall have failed to fund its Pro Rata Share of (i) any Revolving Loan
requested by the Borrower, (ii) any Revolving Loan required to be made in
connection with reimbursement for any L/C Obligations or (iii) any Swing Line
Loan as requested by the Administrative Agent, which such Lenders are obligated
to fund under the terms of this Agreement and any such failure has not been
cured, then for so long as such failure continues, "REQUIRED LENDERS" means
Lenders (excluding all Lenders whose failure to fund their respective Pro Rata
Shares of such Revolving Loans or Swing Line Loans has not been so cured) whose
Pro Rata Shares represent at least fifty-one percent (51%) of the aggregate Pro
Rata Shares of such Lenders; provided further, however, that, if the Revolving
Loan Commitments have been terminated pursuant to the terms of this Agreement,
"REQUIRED LENDERS" means Lenders (without regard to such Lenders' performance of
their respective obligations hereunder) whose aggregate ratable shares (stated
as a percentage) of the aggregate outstanding principal balance of all Loans and
L/C Obligations are at least fifty-one percent (51%).

      "REQUIREMENTS OF LAW" means, as to any Person, the charter and by-laws or
other organizational or governing documents of such Person, and any law, rule or
regulation, or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject including,
without limitation, the Securities Act of 1933, the Securities Exchange Act of
1934, Regulations T, U and X, ERISA, the Fair Labor Standards Act, the

                                       19
<PAGE>

Worker Adjustment and Retraining Notification Act, Americans with Disabilities
Act of 1990, and any certificate of occupancy, zoning ordinance, building,
environmental or land use requirement or permit or environmental, labor,
employment, occupational safety or health law, rule or regulation, including
Environmental, Health or Safety Requirements of Law.

      "RESERVES" shall mean the maximum reserve requirement, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor) with
respect to "Eurocurrency liabilities" or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Eurodollar Rate Loans is determined or category of extensions of credit or other
assets which includes loans by a non-United States office of any Lender to
United States residents.

      "REVOLVING CREDIT AVAILABILITY" means, at any particular time, the amount
by which the Aggregate Revolving Loan Commitment at such time exceeds the
Revolving Credit Obligations outstanding at such time.

      "REVOLVING CREDIT OBLIGATIONS" means, at any particular time, the sum of
(i) the outstanding principal amount of the Revolving Loans at such time, plus
(ii) the outstanding principal amount of the Swing Line Loans at such time, plus
(iii) the outstanding L/C Obligations at such time.

      "REVOLVING LOAN" is defined in Section 2.1 hereof.

      "REVOLVING LOAN COMMITMENT" means, for each Lender, the obligation of such
Lender to make Revolving Loans and to purchase participations in Letters of
Credit and to participate in Swing Line Loans not exceeding the amount set forth
on Exhibit A to this Agreement opposite its name thereon under the heading
"Revolving Loan Commitment" or in the assignment and acceptance by which it
became a Lender, as such amount may be modified from time to time pursuant to
the terms of this Agreement or to give effect to any applicable assignment and
acceptance.

      "REVOLVING LOAN TERMINATION DATE" means August 31, 2004.

      "RISK-BASED CAPITAL GUIDELINES" is defined in Section 4.2 hereof.

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

      "SECURED OBLIGATIONS" means the Obligations and any Hedging Obligations
owing by the Borrower or an Affiliate thereof to any Lender or Affiliate
thereof.

      "SECURITY AGREEMENT" means the Security and Pledge Agreement, dated as of
November 24, 2003, in substantially the form of Exhibit M hereto, by and among
the Borrower, certain of its Domestic Subsidiaries and the Collateral Agent, as
the same may be amended, restated, supplemented or otherwise modified from time
to time.

      "SUBSIDIARY" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and

                                       20
<PAGE>

one or more of its Subsidiaries, or (ii) any partnership, limited liability
company, association, joint venture or similar business organization more than
50% of the ownership interests having ordinary voting power of which shall at
the time be so owned or controlled. Unless otherwise expressly provided, all
references herein to a "Subsidiary" means a Subsidiary of the Borrower.

      "SUBSTANTIAL PORTION" means, with respect to the Property of the Borrower
and its Subsidiaries, Property which (i) represents more than 10% of
Consolidated Assets as would be shown in the consolidated financial statements
of the Borrower and its Subsidiaries as at the beginning of the twelve-month
period ending with the month in which such determination is made, or (ii) is
responsible for more than 10% of the consolidated net sales or of the
consolidated net income of the Borrower and its Subsidiaries as reflected in the
financial statements referred to in clause (i) above.

      "SUPERMAJORITY LENDERS" means Lenders whose Pro Rata Shares, in the
aggregate, are at least seventy-five percent (75%); provided, however, that, if
any of the Lenders shall have failed to fund its Pro Rata Share of (i) any
Revolving Loan requested by the Borrower, (ii) any Revolving Loan required to be
made in connection with reimbursement for any L/C Obligations or (iii) any Swing
Line Loan as requested by the Administrative Agent, which such Lenders are
obligated to fund under the terms of this Agreement and any such failure has not
been cured, then for so long as such failure continues, "SUPERMAJORITY LENDERS"
means Lenders (excluding all Lenders whose failure to fund their respective Pro
Rata Shares of such Revolving Loans or Swing Line Loans has not been so cured)
whose Pro Rata Shares represent at least seventy-five percent (75%) of the
aggregate Pro Rata Shares of such Lenders; provided further, however, that, if
the Revolving Loan Commitments have been terminated pursuant to the terms of
this Agreement, "SUPERMAJORITY LENDERS" means Lenders (without regard to such
Lenders' performance of their respective obligations hereunder) whose aggregate
ratable shares (stated as a percentage) of the aggregate outstanding principal
balance of all Loans and L/C Obligations are at least seventy-five percent
(75%).

      "SWING LINE BANK" means Bank One pursuant to the terms hereof.

      "SWING LINE COMMITMENT" means, subject to the availability of Swing Line
Loans under Section 2.2, the commitment of the Swing Line Bank, in its
discretion, to make Swing Line Loans up to a maximum principal amount of
$10,000,000 at any one time outstanding.

      "SWING LINE LOAN" means a Loan made available to the Borrower by the Swing
Line Bank pursuant to Section 2.2 hereof.

      "TAXES" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes.

      "TERMINATION DATE" means the earlier of (a) the Revolving Loan Termination
Date, and (b) the date of termination in whole of the Aggregate Revolving Loan
Commitment pursuant to Section 2.5 hereof or the Revolving Loan Commitments
pursuant to Section 9.1 hereof.

      "TERMINATION EVENT" means (i) a Reportable Event with respect to any
Benefit Plan; (ii) the withdrawal of the Borrower or any member of the
Controlled Group from a Benefit Plan

                                       21
<PAGE>

during a plan year in which the Borrower or such Controlled Group member was a
"substantial employer" as defined in Section 4001(a)(2) of ERISA with respect to
such plan or a reduction or cessation of operations which results in the
termination of employment of twenty percent (20%) or more of the participants of
a Benefit Plan who are employees of the Borrower or any member of the Controlled
Group; (iii) the imposition of an obligation under Section 4041 of ERISA to
provide affected parties written notice of intent to terminate a Benefit Plan in
a distress termination described in Section 4041(c) of ERISA; (iv) the
institution by the PBGC of proceedings to terminate a Benefit Plan; (v) any
event or condition which might constitute grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any
Benefit Plan; or (vi) the partial or complete withdrawal of the Borrower or any
member of the Controlled Group from a Multiemployer Plan.

      "TRANSFEREE" is defined in Section 13.5 hereof.

      "TYPE" means, with respect to any Loan, its nature as a Floating Rate Loan
or a Eurodollar Rate Loan.

      "2003 FINANCIALS DELIVERY DATE" means the date on which the Administrative
Agent receives the Borrower's annual financial statement for fiscal year 2003 as
audited by PricewaterhouseCoopers LLP and as filed with the Commission.

      "UNMATURED DEFAULT" means an event which, but for the lapse of time or the
giving of notice, or both, would constitute a Default.

      "WACHOVIA LEASE PROGRAM INDEBTEDNESS" means all Indebtedness outstanding
under that certain $30,500,000 end loaded lease financing facility described in
that certain Participation Agreement dated as of October 21, 1999 by and among
Catalina Marketing Sales Corporation, First Security Bank, National Association,
the various lending institutions party thereto and First Union National Bank,
now known as Wachovia Bank, National Association, as agent for such lending
institutions, and related agreements, as the same may be amended, restated,
replaced, refinanced, supplemented or otherwise modified from time to time.

      The foregoing definitions shall be equally applicable to both the singular
and plural forms of the defined terms. Any accounting terms used in this
Agreement which are not specifically defined herein shall have the meanings
customarily given them in accordance with Agreement Accounting Principles.

      1.2 References. Any references to Subsidiaries of the Borrower shall not
in any way be construed as consent by the Administrative Agent or any Lender to
the establishment, maintenance or acquisition of any Subsidiary, except as may
otherwise be permitted hereunder.

                     ARTICLE II: THE REVOLVING LOAN FACILITY

      2.1 Revolving Loans.

      (A) Upon the satisfaction of the conditions precedent set forth in
Sections 5.1 and 5.2, as applicable, from and including the Initial Funding Date
and prior to the Termination Date, each Lender severally and not jointly agrees,
on the terms and conditions set forth in this Agreement,

                                       22
<PAGE>

to make revolving loans to the Borrower from time to time, in Dollars, in an
amount not to exceed such Lender's Pro Rata Share of Revolving Credit
Availability at such time (each individually, a "REVOLVING LOAN" and,
collectively, the "REVOLVING LOANS"); provided, however, at no time shall the
Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment.
Subject to the terms of this Agreement, the Borrower may borrow, repay and
reborrow Revolving Loans at any time prior to the Termination Date. Revolving
Loans shall be, at the option of the Borrower, so long as such option complies
with the terms of this Agreement, either Floating Rate Loans or Eurodollar Rate
Loans. On the Termination Date, the Borrower shall repay in full the outstanding
principal balance of the Revolving Loans. Each Advance under this Section 2.1
shall consist of Revolving Loans made by each Lender ratably in proportion to
such Lender's respective Pro Rata Share.

      (B) Borrowing/Election Notice. The Borrower shall give the Administrative
Agent written notice of each requested Revolving Loan in the form of a
Borrowing/Election Notice, signed by it, in accordance with the terms of Section
2.7. The Administrative Agent shall promptly notify each Lender of such request.

      (C) Making of Revolving Loans. Promptly after receipt of the
Borrowing/Election Notice under Section 2.7 in respect of Revolving Loans, the
Administrative Agent shall notify each Lender by telecopy, or other similar form
of transmission, of the requested Revolving Loan. Each Lender shall make
available its Revolving Loan in accordance with the terms of Section 2.6. The
Administrative Agent will promptly make the funds so received from the Lenders
available to the Borrower at the Administrative Agent's office in Chicago,
Illinois on the applicable Borrowing Date utilizing reasonable efforts to
initiate the transfer of such funds so received by not later than 2:00 p.m.
(Chicago time) and shall disburse such proceeds in accordance with the
Borrower's disbursement instructions set forth in such Borrowing/Election
Notice. The failure of any Lender to deposit the amount described above with the
Administrative Agent on the applicable Borrowing Date shall not relieve any
other Lender of its obligations hereunder to make its Revolving Loan on such
Borrowing Date.

      2.2 Swing Line Loans. (A) Amount of Swing Line Loans. Notwithstanding
anything to the contrary set forth herein, Swing Line Loans shall not be
available to the Borrower from the Closing Date until such time as the Lenders,
the Administrative Agent and the Swing Line Bank agree in writing to make Swing
Line Loans available to the Borrower. On and after the date on which the
Lenders, the Administrative Agent, and the Swing Line Bank agree in writing to
make Swing Line Loans available to the Borrower, the terms and conditions of
this Agreement shall apply to any such Swing Line Loans. Upon the satisfaction
of the conditions precedent set forth in Section 5.1 and 5.2, as applicable,
from and including the consent date described above and prior to the Termination
Date, the Swing Line Bank may, in its discretion, on the terms and conditions
set forth in this Agreement, make swing line loans to the Borrower from time to
time, in Dollars, in an amount not to exceed the Swing Line Commitment (each,
individually, a "SWING LINE LOAN" and collectively, the "SWING LINE LOANS");
provided, however, at no time shall the extension of a Swing Line Loan cause the
Revolving Credit Obligations to exceed the Aggregate Revolving Loan Commitment.
Subject to the terms of this Agreement, the Borrower may borrow, repay and
reborrow Swing Line Loans at any time prior to the Termination Date.

                                       23
<PAGE>

      (B) Borrowing/Election Notice for Swing Line Loans. The Borrower shall
deliver to the Administrative Agent and the Swing Line Bank a Borrowing/Election
Notice, signed by it, not later than 12:00 noon (Chicago time) on the Borrowing
Date of each Swing Line Loan, specifying (i) the applicable Borrowing Date
(which date shall be a Business Day and which may be the same date as the date
the Borrowing/Election Notice is given), and (ii) the aggregate amount of the
requested Swing Line Loan which shall be an amount not less than $500,000 and
increments of $100,000 in excess thereof. The Swing Line Loans shall at all
times be Floating Rate Loans.

      (C) Making of Swing Line Loans. Promptly (but in any event not later than
2:00 p.m. (Chicago time)) after receipt of the Borrowing/Election Notice under
Section 2.2(B) in respect of Swing Line Loans, the Swing Line Bank shall make
available its Swing Line Loan, in funds immediately available in Chicago,
Illinois to the Administrative Agent at its address specified pursuant to
Article XIV. The Administrative Agent will promptly make the funds so received
from the Swing Line Bank available to the Borrower on the Borrowing Date at the
Administrative Agent's aforesaid address.

      (D) Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in
full by the Borrower on or before the fifth (5th) day after the Borrowing Date
for such Swing Line Loan. The Borrower may at any time pay, without penalty or
premium, all outstanding Swing Line Loans or, in a minimum amount of $100,000
and increments of $50,000 in excess thereof, any portion of the outstanding
Swing Line Loans, upon notice to the Administrative Agent and the Swing Line
Bank. In addition, the Administrative Agent (i) may at any time in its sole
discretion with respect to any outstanding Swing Line Loan, or (ii) shall on the
fifth (5th) day after the Borrowing Date of any Swing Line Loan, require each
Lender (including the Swing Line Bank) to make a Revolving Loan in the amount of
such Lender's Pro Rata Share of such Swing Line Loan, for the purpose of
repaying such Swing Line Loan. Not later than 12:00 noon (Chicago time) on the
date of any notice received pursuant to this Section 2.2(D), each Lender shall
make available its required Revolving Loan or Revolving Loans, in funds
immediately available in Chicago, Illinois to the Administrative Agent at its
address specified pursuant to Article XIV. Revolving Loans made pursuant to this
Section 2.2(D) shall initially be Floating Rate Loans and thereafter may be
continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the
manner provided in Section 2.9 and subject to the other conditions and
limitations therein set forth and set forth in this Article II. Unless a Lender
shall have notified the Swing Line Bank, prior to its making any Swing Line
Loan, that any applicable condition precedent set forth in Sections 5.1 and 5.2,
as applicable, had not then been satisfied (it being understood that the Swing
Line Bank will, if asked in writing, inform a Lender whether it is aware that
any such applicable conditions have not so been satisfied), such Lender's
obligation to make Revolving Loans pursuant to this Section 2.2(D) to repay
Swing Line Loans shall be unconditional, continuing, irrevocable and absolute
and shall not be affected by any circumstances, including, without limitation,
(a) any set-off, counterclaim, recoupment, defense or other right which such
Lender may have against the Administrative Agent, the Swing Line Bank or any
other Person, (b) the occurrence or continuance of a Default or Unmatured
Default, (c) any adverse change in the condition (financial or otherwise) of the
Borrower or (d) any other circumstances, happening or event whatsoever. In the
event that any Lender fails to make payment to the Administrative Agent of any
amount due under this Section 2.2(D), the Administrative Agent shall be entitled
to receive, retain and apply against such obligation the principal and interest
otherwise payable to

                                       24
<PAGE>

such Lender hereunder until the Administrative Agent receives such payment from
such Lender or such obligation is otherwise fully satisfied. In addition to the
foregoing, if for any reason any Lender fails to make payment to the
Administrative Agent of any amount due under this Section 2.2(D), such Lender
shall be deemed, at the option of the Administrative Agent, to have
unconditionally and irrevocably purchased from the Swing Line Bank, without
recourse or warranty, an undivided interest and participation in the applicable
Swing Line Loan in the amount of such Revolving Loan, and such interest and
participation may be recovered from such Lender together with interest thereon
at the Federal Funds Effective Rate for each day during the period commencing on
the date of demand and ending on the date such amount is received. On the
Termination Date, the Borrower shall repay in full the outstanding principal
balance of the Swing Line Loans.

      2.3 Rate Options for all Advances; Maximum Interest Periods. The Swing
Line Loans shall be Floating Rate Loans at all times. The Revolving Loans may be
Floating Rate Advances or Eurodollar Rate Advances, or a combination thereof,
selected by the Borrower in accordance with Section 2.7. The Borrower may
select, in accordance with Section 2.9, rate options and Interest Periods
applicable to the Revolving Loans; provided that there shall be no more than ten
(10) Interest Periods in effect with respect to all of the Loans at any time.

      2.4 Optional Payments; Mandatory Prepayments.

      (A) Optional Payments. The Borrower may from time to time and at any time
upon at least one (1) Business Day's prior written notice repay or prepay,
without penalty or premium all or any part of outstanding Floating Rate Advances
in an aggregate minimum amount of $1,000,000 and in integral multiples of
$1,000,000 in excess thereof. Eurodollar Rate Advances may be voluntarily repaid
or prepaid prior to the last day of the applicable Interest Period, subject to
the indemnification provisions contained in Section 4.4, provided, that the
Borrower may not so prepay Eurodollar Rate Advances unless it shall have
provided at least three (3) Business Days' prior written notice to the
Administrative Agent of such prepayment and provided, further, that optional
prepayments of Eurodollar Rate Advances made pursuant to this Section 2.4 shall
be in an aggregate minimum amount of $5,000,000 and in integral multiples of
$1,000,000 in excess thereof (or such lesser amount as would repay all
outstanding Advances).

      (B) Mandatory Prepayments. The Borrower shall be required to make
mandatory prepayments of the Revolving Credit Obligations in accordance with the
following:

            (i)   If at any time and for any reason the Revolving Credit
      Obligations are greater than the Aggregate Revolving Loan Commitment, the
      Borrower shall immediately make a mandatory prepayment of the Revolving
      Credit Obligations in an amount equal to such excess.

            (ii)  If the L/C Obligations outstanding at any time are greater
      than the Aggregate Revolving Loan Commitment at such time minus the sum of
      the outstanding principal amount of the Revolving Loans at such time and
      the outstanding principal amount of the Swing Line Loans at such time, the
      Borrower shall either prepay the Obligations in an amount equal to such
      excess or deposit cash Collateral with the Administrative Agent in an
      amount in Dollars equal to such excess.

                                       25
<PAGE>

            (iii) On any date on which a sale, transfer or other disposition of
      the Borrower's or any Subsidiary's Property occurs, the Borrower shall
      make a mandatory prepayment of the Revolving Credit Obligations in such
      amount as is required by Section 7.3(A)(vi).

            (iv)  On the date any Disclosed Domestic Subsidiary Asset Sale is
      consummated, the Borrower shall make a mandatory prepayment of the
      Revolving Credit Obligations in an amount equal to one-hundred percent
      (100%) of the net cash proceeds (including Cash Equivalents) resulting
      therefrom.

            (v)   On the date the Disclosed Foreign Subsidiary Asset Sale is
      consummated, the Borrower shall make a mandatory prepayment of the
      Revolving Credit Obligations in an amount equal to fifty percent (50%) of
      the net cash proceeds (including Cash Equivalents) resulting therefrom.

Mandatory prepayments arising under the foregoing clauses (iii) through (v)
shall be made (x) on the same day on which the Asset Sale giving rise to such
mandatory prepayment is consummated if the Borrower or the applicable Subsidiary
receives the net cash proceeds of such Asset Sale by 3:00 p.m. Chicago time on
such date or (y) by 9:00 a.m. Chicago time on the first Business Day to occur
after the date on which such Asset Sale is consummated if the net cash proceeds
of such Asset Sale are not received by the Borrower or the applicable Subsidiary
by 3:00 p.m. Chicago time on the date such Asset Sale is consummated. With
respect to any mandatory prepayment required under the foregoing clauses (iii)
through (v), the Borrower shall (a) direct the Administrative Agent to apply
such mandatory prepayment in reduction of the Revolving Credit Obligations on
the date such mandatory prepayment is made, with the Borrower also remitting to
the Administrative Agent for the benefit of the Lenders on such date all
indemnification amounts required pursuant to Section 4.4 as a result of such
mandatory prepayment; provided, however, that the Borrower shall not be required
to provide the Administrative Agent or the Lenders with prior notice of such
prepayment as otherwise required under Section 2.4(A) and Section 2.5(B), or (b)
deposit such mandatory prepayment in a cash collateral account subject to the
Administrative Agent's first priority perfected security interest and control
for application to the Revolving Credit Obligations at the end of any Interest
Period then outstanding; provided, however, that during the continuance of a
Default, the Administrative Agent may at any time apply any prepayment on
deposit in the above-described cash collateral account notwithstanding the date
on which any applicable Interest Period shall end and the Borrower shall pay all
indemnification amounts which result under Section 4.4 in connection with such
prepayment. With respect to any mandatory prepayment, the Aggregate Revolving
Loan Commitment shall be reduced by the amount of such mandatory prepayment to
the extent required by and in accordance with Section 2.5(B). On the date any
prepayment is received by the Administrative Agent, such prepayment shall be
applied first to Floating Rate Loans and to any Eurodollar Rate Loans maturing
on such date and then to subsequently maturing Eurodollar Rate Loans in order of
maturity. The amount of the Revolving Credit Obligations shall be deemed to have
been reduced by the amount of any mandatory prepayment deposited in the
above-described cash collateral account on the date of such deposit and shall be
actually reduced on the date on which such amount is withdrawn from such cash
collateral account and applied in reduction of the Revolving Credit Obligations.

      2.5 Increases and Reduction of Revolving Loan Commitments.

                                       26
<PAGE>

      (A) Intentionally Omitted.

      (B) Reductions to Aggregate Revolving Loan Commitment. The Borrower may
permanently reduce the Aggregate Revolving Loan Commitment in whole, or in part
ratably among the Lenders, in an aggregate minimum amount of $5,000,000 and
integral multiples of $5,000,000 in excess of that amount (unless the Aggregate
Revolving Loan Commitment is reduced in whole), upon at least three (3) Business
Day's prior written notice to the Administrative Agent, which notice shall
specify the amount of any such reduction; provided, however, that the amount of
the Aggregate Revolving Loan Commitment may not be reduced below the aggregate
principal amount of the outstanding Revolving Credit Obligations. The Aggregate
Revolving Loan Commitment shall be reduced by the amount of any mandatory
prepayment made in connection with any sale, transfer or other disposition of
Property permitted under Section 7.3(A)(v) or (vi) or permitted by the written
consent of the Supermajority Lenders pursuant to the terms of the final
paragraph of Section 7.3(A); provided, however, that at no time shall the
Aggregate Revolving Loan Commitment be reduced below $20,000,000 as a result of
prepayments made in connection with Asset Sales permitted under Section
7.3(A)(v) or (vi) or under the last paragraph of Section 7.3(A). The Aggregate
Revolving Loan Commitment shall be reduced in connection with each of the
Disclosed Domestic Subsidiary Asset Sales and the Disclosed Foreign Subsidiary
Asset Sale by an amount equal to one-hundred percent (100%) of the net cash
proceeds (including Cash Equivalents) resulting therefrom; provided, however,
that at no time shall the Aggregate Revolving Loan Commitment be reduced below
$20,000,000 as a result of prepayments made in connection with any Disclosed
Domestic Subsidiary Asset Sale or the Disclosed Foreign Subsidiary Asset Sale.
In the event the Borrower elects to deposit a mandatory prepayment into a cash
collateral account in accordance with Section 2.4(A), the Aggregate Revolving
Loan Commitment shall be reduced on the date the mandatory prepayment is
required to be deposited into such account. In all other cases, the Aggregate
Revolving Loan Commitment shall be reduced on the date the mandatory prepayment
is required to be remitted to the Administrative Agent. Any reduction of the
Aggregate Revolving Loan Commitment required in connection with a mandatory
prepayment shall occur on the date of the applicable mandatory prepayment. All
accrued commitment fees shall be payable on the effective date of any
termination of the obligations of the Lenders to make Loans hereunder or any
reduction of the Aggregate Revolving Loan Commitment on the amount so reduced.

      2.6 Method of Borrowing. Not later than 12:00 noon (Chicago time) on each
Borrowing Date, each Lender shall make available its Revolving Loan, in
immediately available funds, to the Administrative Agent at its address
specified pursuant to Article XIV. The Administrative Agent will promptly make
the funds so received from the Lenders available to the Borrower at the
Administrative Agent's aforesaid address.

      2.7 Method of Selecting Types and Interest Periods for Advances. The
Borrower shall select the Type of Advance and, in the case of each Eurodollar
Rate Advance, the Interest Period applicable to each Advance from time to time.
The Borrower shall give the Administrative Agent irrevocable notice in
substantially the form of Exhibit B hereto (a "BORROWING/ELECTION NOTICE") not
later than 10:00 a.m. (Chicago time) (a) on or before the Borrowing Date of each
Floating Rate Advance and (b) three (3) Business Days before the Borrowing Date
for each Eurodollar Rate Advance specifying: (i) the Borrowing Date (which shall
be a Business Day) of such Advance; (ii) the aggregate amount of such Advance;
(iii) the Type of Advance selected;

                                       27
<PAGE>

and (iv) in the case of each Eurodollar Rate Advance, the Interest Period
applicable thereto. Each Floating Rate Advance and all Obligations other than
Loans shall bear interest from and including the date of the making of such
Advance, in the case of Loans, and the date such Obligation is due and owing in
the case of such other Obligations, to (but not including) the date of repayment
thereof at the Floating Rate, changing when and as such Floating Rate changes.
Changes in the rate of interest on that portion of the Loans maintained as
Floating Rate Loans will take effect simultaneously with each change in the
Alternate Base Rate. Each Eurodollar Rate Advance shall bear interest from and
including the first day of the Interest Period applicable thereto to (but not
including) the last day of such Interest Period at the interest rate determined
as applicable to such Eurodollar Rate Advance, changing when and as the
Applicable Eurodollar Margin changes. Changes in the rate of interest on that
portion of the Loans maintained as Eurodollar Rate Advances will take effect
simultaneously with each change in the Applicable Eurodollar Margin.

      2.8 Minimum Amount of Each Advance. Each Floating Rate Advance (other than
an Advance to repay Swing Line Loans or a Reimbursement Obligation) shall be in
the minimum amount of $1,000,000 (and in multiples of $500,000 if in excess
thereof); provided, however, that any Floating Rate Advance may be in the amount
of the unused Aggregate Revolving Loan Commitment. Each Eurodollar Rate Advance
shall be in the minimum amount of $2,500,000 (and in multiples of $500,000 if in
excess thereof).

      2.9 Method of Selecting Types and Interest Periods for Conversion and
Continuation of Advances.

      (A) Right to Convert. The Borrower may elect from time to time, subject to
the provisions of Section 2.3 and this Section 2.9, to convert all or any part
of a Loan of any Type into any other Type or Types of Loans; provided that any
conversion of any Eurodollar Rate Advance shall be made on, and only on, the
last day of the Interest Period applicable thereto.

      (B) Automatic Conversion and Continuation. Floating Rate Loans shall
continue as Floating Rate Loans unless and until such Floating Rate Loans are
converted into Eurodollar Rate Loans. Eurodollar Rate Loans shall continue as
Eurodollar Rate Loans until the end of the then applicable Interest Period
therefor, at which time such Eurodollar Rate Loans shall be automatically
converted into Floating Rate Loans unless the Borrower shall have given the
Administrative Agent a Borrowing/Election Notice in accordance with Section
2.9(D) requesting that, at the end of such Interest Period, such Eurodollar Rate
Loans continue as a Eurodollar Rate Loan.

      (C) No Conversion Post-Default or Post-Unmatured Default. Notwithstanding
anything to the contrary contained in Section 2.9(A) or Section 2.9(B), no Loan
may be converted into or continued as a Eurodollar Rate Loan (except with the
consent of the Required Lenders) when any Default or Unmatured Default has
occurred and is continuing.

      (D) Borrowing/Election Notice. The Borrower shall give the Administrative
Agent an irrevocable Borrowing/Election Notice of each conversion of a Floating
Rate Loan into a Eurodollar Rate Loan or continuation of a Eurodollar Rate Loan
not later than 10:00 a.m. (Chicago time) three (3) Business Days prior to the
date of the requested conversion or

                                       28
<PAGE>

continuation, specifying: (1) the requested date (which shall be a Business Day)
of such conversion or continuation; (2) the amount and Type of the Loan to be
converted or continued; and (3) the amount of Eurodollar Rate Loan(s) into which
such Loan is to be converted or continued, and the duration of the Interest
Period applicable thereto.

      2.10 Default Rate. After the occurrence and during the continuance of a
Default, at the option of the Administrative Agent or at the direction of the
Required Lenders, (a) the interest rate(s) applicable to the Obligations
(whether Floating Rate Advances, Swing Line Loans or Eurodollar Rate Advances)
shall be equal to the Floating Rate, changing as and when the Floating Rate
changes plus two percent (2.00%) per annum for all Loans and other Obligations
and (b) the fees payable under Section 3.7 with respect to Letters of Credit
shall be equal to the Applicable L/C Fee Percentage plus two percent (2.00%) per
annum.

      2.11 Method of Payment. All payments of principal, interest, fees,
commissions and L/C Obligations hereunder shall be made, without setoff,
deduction or counterclaim, in immediately available funds to the Administrative
Agent at the Administrative Agent's address specified pursuant to Article XIV,
or at any other Lending Installation of the Administrative Agent specified in
writing by the Administrative Agent to the Borrower, by 2:00 p.m. (Chicago time)
on the date when due and shall be made ratably among the Lenders (unless such
amount is not to be shared ratably in accordance with the terms hereof). Each
payment delivered to the Administrative Agent for the account of any Lender
shall be delivered promptly by the Administrative Agent to such Lender in the
same type of funds which the Administrative Agent received at its address
specified pursuant to Article XIV or at any Lending Installation specified in a
notice received by the Administrative Agent from such Lender. The Borrower
authorizes the Administrative Agent to charge the account of the Borrower
maintained with Bank One for each payment of principal, interest, fees,
commissions and L/C Obligations as it becomes due hereunder. Each reference to
the Administrative Agent in this Section 2.11 shall also be deemed to refer, and
shall apply equally, to the Issuing Bank, in the case of payments required to be
made by the Borrower to the Issuing Bank pursuant to Article III.

      2.12 Evidence of Debt.

      (A) Each Lender shall maintain in accordance with its usual practice an
account or accounts (a "LOAN ACCOUNT") evidencing the indebtedness of the
Borrower to such Lender owing to such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time hereunder.

      (B) The Register maintained by the Administrative Agent pursuant to
Section 13.3(C) shall include a control account, and a subsidiary account for
each Lender, in which accounts (taken together) shall be recorded (i) the date
and the amount of each Loan made hereunder, the Type thereof and the Interest
Period, if any, applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder, (iii) the effective date and amount of each Assignment Agreement
delivered to and accepted by it and the parties thereto pursuant to Section
13.3, (iv) the amount of any sum received by the Administrative Agent hereunder
for the account of the Lenders and each Lender's share thereof, and (v) all
other appropriate debits and credits as provided in this Agreement, including,
without limitation, all fees, charges, expenses and interest.

                                       29
<PAGE>

      (C) The entries made in the Loan Account, the Register and the other
accounts maintained pursuant to subsections (A) or (B) of this Section shall be
prima facie evidence of the information set forth therein, and, unless the
Borrower objects to information contained in the Loan Accounts, the Register or
the other accounts within thirty (30) days of the Borrower's receipt of such
information, shall constitute an account stated; provided that the failure of
any Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement.

      (D) Any Lender may request that the Revolving Loans made by it each be
evidenced by a promissory note substantially in the form of Exhibit K hereto to
evidence such Lender's Revolving Loans. In such event, the Borrower shall
prepare, execute and deliver to such Lender a promissory note for such Loans
payable to the order of such Lender and substantially in the form of Exhibit K
attached hereto. Thereafter, the Loans evidenced by such promissory note and
interest thereon shall at all times (including after assignment pursuant to
Section 13.3) be represented by one or more promissory notes in such form
payable to the order of the payee named therein.

      2.13 Telephonic Notices. The Borrower authorizes the Lenders and the
Administrative Agent to extend, convert or continue Advances, effect selections
of Types of Advances and to transfer funds based on telephonic notices made by
any person or persons the Administrative Agent or any Lender in good faith
reasonably believes to be acting on behalf of the Borrower. The Borrower agrees
to deliver promptly to the Administrative Agent a written confirmation, signed
by an Authorized Officer, if such confirmation is requested by the
Administrative Agent or any Lender, of each telephonic notice. If the written
confirmation differs in any material respect from the action taken by the
Administrative Agent and the Lenders, the records of the Administrative Agent
and the Lenders shall be prima facie evidence of the information set forth
therein. In case of disagreement concerning such notices, if the Administrative
Agent has recorded telephonic Borrowing/Election Notices, such recordings will
be made available to the Borrower upon the Borrower's request therefor.

      2.14 Promise to Pay; Interest and Commitment Fees; Interest Payment Dates;
Interest and Fee Basis; Loan and Control Accounts.

      (A) Promise to Pay. The Borrower unconditionally promises to pay when due
the principal amount of each Loan and all other Obligations incurred by it, and
to pay all unpaid interest accrued thereon, in accordance with the terms of this
Agreement and the other Loan Documents.

      (B) Interest Payment Dates. Interest accrued on each Floating Rate Loan
shall be payable on each Payment Date, commencing with the first such date to
occur after the date hereof and at maturity (whether by acceleration or
otherwise). Interest accrued on each Eurodollar Rate Loan shall be payable on
the last day of its applicable Interest Period, on any date on which the
Eurodollar Rate Loan is prepaid, whether by acceleration or otherwise, and at
maturity. Interest accrued on the principal balance of all other Obligations
shall be payable in arrears (i) on each Payment Date, commencing on the first
such Payment Date to occur following the incurrence of such Obligation, (ii)
upon repayment thereof in full or in part, and (iii) if not

                                       30
<PAGE>

theretofore paid in full, at the time such other Obligation becomes due and
payable (whether by acceleration or otherwise).

      (C) Commitment Fees and Administrative Agent's Fees. (i) The Borrower
shall pay to the Administrative Agent, for the account of the Lenders in
accordance with their Pro Rata Shares, from and after the Closing Date until the
date on which the Aggregate Revolving Loan Commitment shall be terminated in
whole, a commitment fee accruing at the rate of the then Applicable Commitment
Fee Percentage, on the amount by which (A) the Aggregate Revolving Loan
Commitment in effect from time to time exceeds (B) the Revolving Credit
Obligations (excluding the outstanding principal amount of the Swing Line Loans)
in effect from time to time. All such commitment fees payable under this clause
(C) shall be payable in arrears on each Payment Date occurring after the Closing
Date (with the first such payment being calculated for the period from the
Closing Date and ending on November 30, 2003), on the date of any reduction of
the Aggregate Revolving Loan Commitment for the amount so reduced and, in
addition, on the date on which the Aggregate Revolving Loan Commitment shall be
terminated in whole.

      (ii) On the Closing Date, the Borrower shall pay to the Administrative
Agent for the ratable benefit of the Lenders a non-refundable upfront fee in
immediately available funds equal to 0.50% times the Aggregate Revolving Loan
Commitment.

      (iii) The Borrower agrees to pay to the Administrative Agent for the sole
account of the Administrative Agent and the Arranger (unless otherwise agreed
between the Administrative Agent and the Arranger and any Lender) the fees set
forth in the letter agreement among the Administrative Agent, the Arranger and
the Borrower dated November 24, 2003, payable at the times and in the amounts
set forth therein.

      (D) Interest and Fee Basis; Applicable Floating Rate Margins, Applicable
Eurodollar Margins; Applicable Commitment Fee Percentage and Applicable L/C Fee
Percentage.

      (i) Interest on Eurodollar Rate Loans, interest on Floating Rate Loans
where interest is calculated by reference to the Federal Funds Effective Rate
and fees shall be calculated for actual days elapsed on the basis of a 360-day
year for actual days elapsed. Interest on Floating Rate Loans where interest is
calculated by reference to the Corporate Base Rate shall be calculated for
actual days elapsed on the basis of a 365, or when appropriate 366, day year.
Interest shall be payable for the day an Obligation is incurred but not for the
day of any payment on the amount paid if payment is received prior to 2:00 p.m.
(Chicago time) at the place of payment. If any payment of principal of or
interest on a Loan or any payment of any other Obligations shall become due on a
day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and, in the case of a principal payment, such extension
of time shall be included in computing interest, fees and commissions in
connection with such payment.

      (ii) Prior to the 2003 Financials Delivery Date, the Applicable Floating
Rate Margin shall equal 1.00%, the Applicable Eurodollar Margin shall equal
2.00%, the Applicable L/C Fee Percentage shall equal 2.00% and the Applicable
Commitment Fee Percentage shall equal 0.50%. On and after the 2003 Financials
Delivery Date, provided no Default or Unmatured Default has occurred and is then
continuing, the Applicable Floating Rate Margin, the

                                       31
<PAGE>

Applicable Eurodollar Margin, the Applicable L/C Fee Percentage and the
Applicable Commitment Fee Percentage shall be determined by reference to the
table set forth below, on the basis of the then applicable Leverage Ratio:

<TABLE>
<CAPTION>
                          Applicable    Applicable   Applicable
       Leverage           Commitment    Eurodollar  Floating Rate
        Ratio           Fee Percentage    Margin       Margin
----------------------  --------------  ----------  -------------
<S>                     <C>             <C>         <C>
Less than or equal to       0.25%         1.50%        0.00%
  1.50 to 1.00

Less than or equal to       0.30%         1.75%        0.25%
  2.00 to 1.00 and
  greater than 1.50 to
  1.00

Greater than 2.00 to        0.35%         2.00%        0.50%
  1.00
</TABLE>

For purposes of this Section 2.14(D)(ii), the Leverage Ratio shall be calculated
as provided in Section 7.4(A). Upon receipt of the financial statements from
time to time delivered pursuant to Section 7.1(A), the Applicable Floating Rate
Margin, the Applicable Eurodollar Margin, the Applicable L/C Fee Percentage and
the Applicable Commitment Fee Percentage shall be adjusted. Each adjustment
shall be effective five (5) Business Days following the Administrative Agent's
receipt of the relevant financial statements and the compliance certificates
required to be delivered in connection therewith pursuant to Section 7.1(A);
provided that if the Borrower shall not have delivered its financial statements
when required under Section 7.1(A), then, commencing on the date upon which such
financial statements should have been delivered and continuing until such
financial statements are actually delivered, it shall be assumed for purposes of
determining the Applicable Floating Rate Margin, the Applicable Eurodollar
Margin, the Applicable L/C Fee Percentage and the Applicable Commitment Fee
Percentage that the Leverage Ratio is greater than 2.00 to 1.00 and pricing
corresponding with such ratio shall apply. From the 2003 Financials Delivery
Date through the first date thereafter on which financial statements are
delivered pursuant to Section 7.1(A), the Leverage Ratio shall equal the
Leverage Ratio in effect on the 2003 Financials Delivery Date.

      2.15 Notification of Advances, Interest Rates, Prepayments and Aggregate
Revolving Loan Commitment Reductions. Promptly after receipt thereof, the
Administrative Agent will notify each Lender of the contents of each Aggregate
Revolving Loan Commitment reduction notice, Borrowing/Election Notice, and
repayment notice received by it hereunder. The Administrative Agent will notify
each Lender of the interest rate applicable to each Eurodollar Rate Loan
promptly upon determination of such interest rate and will give each Lender
prompt notice of each change in the Alternate Base Rate.

                                       32
<PAGE>

      2.16 Lending Installations. Each Lender may book its Loans or Letters of
Credit at any Lending Installation selected by such Lender and may change its
Lending Installation from time to time. All terms of this Agreement shall apply
to any such Lending Installation. Each Lender may, by written or facsimile
notice to the Administrative Agent and the Borrower, designate a Lending
Installation through which Loans will be made by it and for whose account Loan
payments and/or payments of L/C Obligations are to be made.

      2.17 Non-Receipt of Funds by the Administrative Agent.

      (A) Non-Receipt of Funds from Lenders. Unless the Administrative Agent
shall have been notified by a Lender prior to the time such Lender's share of
any such Advance is to be made by such Lender that such Lender does not intend
to make its share of such requested Advance available to the Administrative
Agent, the Administrative Agent may assume that such Lender has made such
proceeds available to the Administrative Agent on such date, and the
Administrative Agent may, in reliance upon such assumption (but shall not be
obligated to), make available to the Borrower a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent
by such Lender on the date the Advance is made, the Administrative Agent shall
be entitled to recover such amount on demand from such Lender (or, if such
Lender fails to pay such amount forthwith upon such demand, from the Borrower)
together with interest thereon in respect of each day during the period
commencing on the date such amount was made available to the Borrower and ending
on (but excluding) the date the Administrative Agent recovers such amount, at a
rate per annum equal to the Federal Funds Effective Rate and from the Borrower,
at a rate per annum equal to the interest rate applicable to such Advance.

      (B) Non-Receipt of Funds from the Borrower. Unless the Administrative
Agent shall have been notified by the Borrower prior to the time the Borrower is
scheduled to make a payment of principal, interest or commitment fees hereunder
that the Borrower does not intend to make such payment available to the
Administrative Agent, the Administrative Agent may assume that the Borrower has
made such payment available to the Administrative Agent on the date such amount
is due, and the Administrative Agent may, in reliance upon such assumption (but
shall not be obligated to), make available to the Lenders a corresponding
amount. If such corresponding amount is not in fact made available to the
Administrative Agent by the Borrower on the date such amount is due and payable
hereunder, the Administrative Agent shall be entitled to recover such amount on
demand from the Borrower (or, if the Borrower fails to pay such amount forthwith
upon such demand, from the Lenders) together with interest thereon in respect of
each day during the period commencing on the date such amount was made available
to the Lenders and ending on (but excluding) the date the Administrative Agent
recovers such amount, at a rate per annum equal to the interest rate applicable
to such Obligation hereunder and, from the Lenders, at a rate per annum equal to
the Federal Funds Effective Rate.

      2.18 Termination Date. This Agreement shall be effective until the
Termination Date. Notwithstanding the termination of this Agreement, until all
of the Secured Obligations (other than contingent indemnity obligations) shall
have been fully and indefeasibly paid and satisfied in cash, all financing
arrangements among the Borrower and the Lenders shall have been terminated
(including under Hedging Agreements or other agreements with respect to Hedging

                                       33
<PAGE>

Obligations) and all of the Letters of Credit shall have expired, been canceled
or terminated, all of the rights and remedies under this Agreement and the other
Loan Documents shall survive.

      2.19 Replacement of Certain Lenders. In the event a Lender ("AFFECTED
LENDER") shall have: (i) failed to fund its Pro Rata Share of any Advance
requested by the Borrower, or to fund a Revolving Loan in order to repay Swing
Line Loans or Reimbursement Obligations, which such Lender is obligated to fund
under the terms of this Agreement and which failure has not been cured, (ii)
requested compensation from the Borrower under Sections 4.1, 4.2 or 4.5 to
recover Taxes, Other Taxes or other additional costs incurred by such Lender
which are not being incurred generally by the other Lenders, (iii) delivered a
notice pursuant to Section 4.3 claiming that such Lender is unable to extend
Eurodollar Rate Loans to the Borrower for reasons not generally applicable to
the other Lenders or (iv) has invoked Section 10.2, then, in any such case, the
Borrower or the Administrative Agent may make written demand on such Affected
Lender (with a copy to the Administrative Agent in the case of a demand by the
Borrower and a copy to the Borrower in the case of a demand by the
Administrative Agent) for the Affected Lender to assign, and such Affected
Lender shall use commercially reasonable efforts to assign pursuant to one or
more duly executed Assignment Agreements five (5) Business Days after the date
of such demand, to one or more financial institutions that comply with the
provisions of Section 13.3 which the Borrower or the Administrative Agent, as
the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all
of such Affected Lender's rights and obligations under this Agreement and the
other Loan Documents (including, without limitation, its Revolving Loan
Commitment, all Loans owing to it, all of its participation interests in
existing Letters of Credit, and its obligation to participate in additional
Letters of Credit and Swing Line Loans hereunder) in accordance with Section
13.3. The Administrative Agent agrees, upon the occurrence of such events with
respect to an Affected Lender and upon the written request of the Borrower, to
use its reasonable efforts to obtain the commitments from one or more financial
institutions to act as a Replacement Lender. Further, with respect to such
assignment the Affected Lender shall have concurrently received, in cash, all
amounts due and owing to the Affected Lender hereunder or under any other Loan
Document, including, without limitation, the aggregate outstanding principal
amount of the Loans owed to such Lender, together with accrued interest thereon
through the date of such assignment, amounts payable under Sections 4.1, 4.2 and
4.5 with respect to such Affected Lender and compensation payable under Section
2.14(C) in the event of any replacement of any Affected Lender under clause (ii)
or clause (iii) of this Section 2.19; provided that upon such Affected Lender's
replacement, such Affected Lender shall cease to be a party hereto but shall
continue to be entitled to the benefits of Sections 4.1, 4.2, 4.4, 4.5 and 10.6,
as well as to any fees accrued for its account hereunder and not yet paid, and
shall continue to be obligated under Section 11.8. Upon the replacement of any
Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2
shall continue to apply with respect to Loans which are then outstanding with
respect to which the Affected Lender failed to fund its Pro Rata Share and which
failure has not been cured.

                   ARTICLE III: THE LETTER OF CREDIT FACILITY

      3.1 Obligation to Issue Letters of Credit. Notwithstanding anything to the
contrary set forth herein, Letters of Credit shall not be issued under or in
connection with this Agreement from the Closing Date until such time as the
Lenders, the Administrative Agent and the Issuing Bank agree in writing to
permit the issuance of Letters of Credit hereunder. On and after the

                                       34
<PAGE>

date on which the Lenders, the Administrative Agent, and the Issuing Bank agree
in writing to permit the issuance of Letters of Credit, the terms and conditions
of this Agreement shall apply to any such Letter of Credit. Subject to the terms
and conditions of this Agreement and in reliance upon the representations,
warranties and covenants of the Borrower herein set forth, the Issuing Bank
hereby agrees to issue for the account of the Borrower through the Issuing
Bank's branches as it and the Borrower may jointly agree, one or more Letters of
Credit denominated in Dollars in accordance with this Article III, from time to
time during the period, commencing on the consent date described above and
ending on the fifth Business Day prior to the Revolving Loan Termination Date.

      3.2 Types and Amounts. The Issuing Bank shall not have any obligation to
and the Issuing Bank shall not:

            (i)   issue (or amend) any Letter of Credit if on the date of
      issuance (or amendment), before or after giving effect to the Letter of
      Credit requested hereunder, (a) the Revolving Credit Obligations at such
      time would exceed the Aggregate Revolving Loan Commitment at such time, or
      (b) the aggregate outstanding amount of the L/C Obligations would exceed
      $10,000,000; or

            (ii)  issue (or amend) any Letter of Credit which has an expiration
      date later than the date which is the earlier of (a) one (1) year after
      the date of issuance thereof or (b) five (5) Business Days immediately
      preceding the Revolving Loan Termination Date; provided that any Letter of
      Credit with a one-year tenor may provide for the renewal thereof for
      additional one-year periods (which shall in no event extend beyond the
      date referred to in clause (b) above).

      3.3 Conditions. In addition to being subject to the satisfaction of the
conditions contained in Sections 5.1 and 5.2, the obligation of the Issuing Bank
to issue any Letter of Credit is subject to the satisfaction in full of the
following conditions:

            (i)   the Borrower shall have delivered to the Issuing Bank at such
      times and in such manner as the Issuing Bank may reasonably prescribe, a
      request for issuance of such Letter of Credit in substantially the form of
      Exhibit C hereto, duly executed applications for such Letter of Credit,
      and such other documents, instructions and agreements as may be required
      pursuant to the terms thereof (all such applications, documents,
      instructions, and agreements being referred to herein as the "L/C
      DOCUMENTS"), and the proposed Letter of Credit shall be reasonably
      satisfactory to the Issuing Bank as to form and content; and

            (ii)  as of the date of issuance no order, judgment or decree of any
      court, arbitrator or Governmental Authority shall purport by its terms to
      enjoin or restrain the Issuing Bank from issuing such Letter of Credit and
      no law, rule or regulation applicable to the Issuing Bank and no request
      or directive (whether or not having the force of law) from a Governmental
      Authority with jurisdiction over the Issuing Bank shall prohibit or
      request that the Issuing Bank refrain from the issuance of Letters of
      Credit generally or the issuance of that Letter of Credit.

                                       35
<PAGE>

      3.4 Procedure for Issuance of Letters of Credit. (a) Subject to the terms
and conditions of this Article III and provided that the applicable conditions
set forth in Sections 5.1 and 5.2 hereof have been satisfied, the Issuing Bank
shall, on the requested date, issue a Letter of Credit on behalf of the Borrower
in accordance with the Issuing Bank's usual and customary business practices
and, in this connection, the Issuing Bank may assume that the applicable
conditions set forth in Section 5.2 hereof have been satisfied unless it shall
have received notice to the contrary from the Administrative Agent or a Lender
or has knowledge that the applicable conditions have not been met.

      (b) The Issuing Bank shall give the Administrative Agent written or
telecopy notice, or telephonic notice confirmed promptly thereafter in writing,
of the issuance of a Letter of Credit, provided, however, that the failure to
provide such notice shall not result in any liability on the part of the Issuing
Bank.

      (c) The Issuing Bank shall not extend (including as a result of any
evergreen provision) or amend any Letter of Credit unless the requirements of
this Section 3.4 are met as though a new Letter of Credit was being requested
and issued.

      3.5 Letter of Credit Participation. Immediately upon the issuance of each
Letter of Credit hereunder, each Lender with a Pro Rata Share shall be deemed to
have automatically, irrevocably and unconditionally purchased and received from
the Issuing Bank an undivided interest and participation in and to such Letter
of Credit, the obligations of the Borrower in respect thereof, and the liability
of the Issuing Bank thereunder (collectively, an "L/C INTEREST") in an amount
equal to the amount available for drawing under such Letter of Credit multiplied
by such Lender's Pro Rata Share. The Issuing Bank will notify each Lender
promptly upon presentation to it of an L/C Draft or upon any other draw under a
Letter of Credit. On or before the Business Day on which the Issuing Bank makes
payment of each such L/C Draft or, in the case of any other draw on a Letter of
Credit, on demand by the Administrative Agent or the Issuing Bank, in either
case, to the extent the Borrower fails to reimburse the Issuing Bank on such
date in an amount equal to such payment or draw, each Lender shall make payment
to the Administrative Agent, for the account of the Issuing Bank, in immediately
available funds in an amount equal to such Lender's Pro Rata Share of the amount
of such payment or draw. The obligation of each Lender to reimburse the Issuing
Bank under this Section 3.5 shall be unconditional, continuing, irrevocable and
absolute. In the event that any Lender fails to make payment to the
Administrative Agent of any amount due under this Section 3.5, the
Administrative Agent shall be entitled to receive, retain and apply against such
obligation the principal and interest otherwise payable to such Lender hereunder
until the Administrative Agent receives such payment from such Lender or such
obligation is otherwise fully satisfied; provided, however, that nothing
contained in this sentence shall relieve such Lender of its obligation to
reimburse the Issuing Bank for such amount in accordance with this Section 3.5.

      3.6 Reimbursement Obligation. The Borrower agrees unconditionally,
irrevocably and absolutely to pay immediately to the Administrative Agent, for
the account of the Lenders, the amount of each advance drawn under or pursuant
to a Letter of Credit or an L/C Draft related thereto (such obligation of the
Borrower to reimburse the Administrative Agent for an advance made under a
Letter of Credit or L/C Draft being hereinafter referred to as a "REIMBURSEMENT
OBLIGATION" with respect to such Letter of Credit or L/C Draft), each such
reimbursement to be

                                       36
<PAGE>

made by the Borrower no later than the Business Day on which the Issuing Bank
makes payment of each such L/C Draft or, in the case of any other draw on a
Letter of Credit, the date specified in the demand of the Issuing Bank. If the
Borrower at any time fails to repay a Reimbursement Obligation pursuant to this
Section 3.6, the Borrower shall be deemed to have elected to borrow Revolving
Loans from the Lenders, as of the date of the advance giving rise to the
Reimbursement Obligation, equal in amount to the amount of the unpaid
Reimbursement Obligation. Such Revolving Loans shall be made as of the date of
the payment giving rise to such Reimbursement Obligation, automatically, without
notice and without any requirement to satisfy the conditions precedent otherwise
applicable to an Advance of Revolving Loans. Such Revolving Loans shall
constitute a Floating Rate Advance, the proceeds of which Advance shall be used
to repay such Reimbursement Obligation. If, for any reason, the Borrower fails
to repay a Reimbursement Obligation on the day such Reimbursement Obligation
arises and, for any reason, the Lenders are unable to make or have no obligation
to make Revolving Loans, then such Reimbursement Obligation shall bear interest
from and after such day, until paid in full, at the interest rate applicable to
a Floating Rate Advance.

      3.7 Letter of Credit Fees. The Borrower agrees to pay:

            (i)   quarterly, in arrears, to the Administrative Agent for the
      ratable benefit of the Lenders, except as set forth in Section 9.2, a
      letter of credit fee at a rate per annum equal to the Applicable L/C Fee
      Percentage on the average daily outstanding face amount available for
      drawing under all Letters of Credit;

            (ii)  quarterly, in arrears, to the Issuing Bank, a letter of credit
      fronting fee at a rate per annum equal to 0.125% on the average daily
      outstanding face amount available for drawing under all Letters of Credit
      issued by the Issuing Bank; and

            (iii) to the Issuing Bank, all customary fees and other issuance,
      amendment, cancellation, document examination, negotiation, transfer and
      presentment expenses and related charges in connection with the issuance,
      amendment, cancellation, presentation of L/C Drafts, negotiation, transfer
      and the like customarily charged by the Issuing Bank with respect to
      standby and commercial Letters of Credit, including, without limitation,
      standard commissions with respect to commercial Letters of Credit, payable
      at the time of invoice of such amounts. In determining such charges, the
      Issuing Bank shall treat the Borrower in a manner similar to other
      similarly situated customers of such Issuing Bank.

      3.8 Reporting Requirements. Upon the reasonable request of any Lender, the
Issuing Bank shall furnish to such Lender copies of any Letter of Credit and any
application for or reimbursement agreement with respect to a Letter of Credit to
which the Issuing Bank is party, and the Administrative Agent shall notify such
Lender of the face amount of all outstanding Letters of Credit as of the date of
such request.

      3.9 Indemnification; Exoneration. (A) In addition to amounts payable as
elsewhere provided in this Article III, the Borrower hereby agrees to protect,
indemnify, pay and save harmless the Administrative Agent, the Issuing Bank and
each Lender from and against any and all liabilities and costs which the
Administrative Agent, the Issuing Bank or such Lender may incur or be subject to
as a consequence, direct or indirect, of (i) the issuance of any Letter of

                                       37
<PAGE>

Credit other than, in the case of the Issuing Bank, as a result of its Gross
Negligence or willful misconduct, as determined by the final judgment of a court
of competent jurisdiction, or (ii) the failure of the Issuing Bank to honor a
drawing under a Letter of Credit as a result of any act or omission, whether
rightful or wrongful, of any present or future de jure or de facto Governmental
Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

      (B) As among the Borrower, the Lenders, the Administrative Agent and the
Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or
misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In
furtherance and not in limitation of the foregoing, neither the Administrative
Agent, the Issuing Bank nor any Lender shall be responsible (in the absence of
Gross Negligence or willful misconduct in connection therewith, as determined by
the final judgment of a court of competent jurisdiction): (i) for the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
the Letters of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) 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; (iii) for failure of the beneficiary of a
Letter of Credit to comply duly with conditions required in order to draw upon
such Letter of Credit (provided the provisions of this clause (iii) shall not
prejudice or impair any claims the Borrower may bring under applicable law for
the wrongful honor of a drawing under a Letter of Credit); (iv) for errors,
omissions, interruptions or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telecopy, or other similar form of teletransmission
or otherwise; (v) for errors in interpretation of technical trade terms; (vi)
for any loss or delay in the transmission or otherwise of any document required
in order to make a drawing under any Letter of Credit or of the proceeds
thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit
of the proceeds of any drawing under such Letter of Credit; and (viii) for any
consequences arising from causes beyond the control of the Administrative Agent,
the Issuing Bank and the Lenders, including, without limitation, any
Governmental Acts. None of the above shall affect, impair, or prevent the
vesting of the Issuing Bank's rights or powers under this Section 3.9.

      (C) In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by the Issuing
Bank under or in connection with the Letters of Credit or any related
certificates shall not, in the absence of Gross Negligence or willful
misconduct, as determined by the final judgment of a court of competent
jurisdiction, put the Issuing Bank, the Administrative Agent or any Lender under
any resulting liability to the Borrower or relieve the Borrower of any of its
obligations hereunder to any such Person.

      (D) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 3.9 shall survive the payment in full of principal and interest
hereunder, the termination of the Letters of Credit, the termination of this
Agreement until all Letters of Credit shall have expired and all indebtedness,
liabilities and obligations under this Article III shall have been paid in full.

      3.10 Cash Collateral. Notwithstanding anything to the contrary herein or
in any application for a Letter of Credit, after the occurrence and during the
continuance of a Default,

                                       38
<PAGE>

the Borrower shall, upon the Administrative Agent's or the Required Lenders'
demand, deliver to the Administrative Agent for the benefit of the Lenders and
the Issuing Bank, cash, or other Collateral of a type satisfactory to the
Required Lenders, having a value, as determined by such Lenders, equal to the
aggregate outstanding L/C Obligations. In addition, if the Revolving Credit
Availability is at any time less than the amount of contingent L/C Obligations
outstanding at any time, the Borrower shall deposit cash Collateral with the
Administrative Agent in an amount equal to the amount by which such L/C
Obligations exceed such Revolving Credit Availability. Any such collateral shall
be held by the Administrative Agent in a separate account appropriately
designated as a cash collateral account in relation to this Agreement and the
Letters of Credit and retained by the Administrative Agent for the benefit of
the Lenders and the Issuing Bank as collateral security for the Borrower's
obligations in respect of this Agreement and each of the Letters of Credit and
L/C Drafts. Such amounts shall be applied to reimburse the Issuing Bank for
drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if
no such reimbursement is required, but a Default has occurred and is continuing,
to payment of such of the other Obligations as the Administrative Agent shall
determine. If no Default shall be continuing, amounts remaining in any cash
collateral account established pursuant to this Section 3.10 which are not to be
applied to reimburse the Issuing Bank for amounts actually paid or to be paid by
the Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be
returned to the Borrower (after deduction of the Administrative Agent's
reasonable out-of-pocket expenses incurred in connection with such cash
collateral account). Any cash Collateral deposited under this Section 3.10, and
all interest earned thereon, shall be held by the Administrative Agent and
invested and reinvested at the reasonable and customary expense and written
direction of the Borrower in U.S. Treasury bills with maturities of no more than
ninety (90) days from the date of investment.

                       ARTICLE IV: YIELD PROTECTION; TAXES

      4.1 Yield Protection. If, on or after the date of this Agreement, the
adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
change in the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency:

      (A) subjects any Lender or any applicable Lending Installation to any
Taxes, or changes the basis of taxation of payments (other than with respect to
Excluded Taxes) to any Lender in respect of its Loans or L/C Interests, or

      (B) imposes or increases or deems applicable any reserve, assessment,
insurance charge, special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender or any
applicable Lending Installation (other than reserves and assessments taken into
account in determining the interest rate applicable to Eurodollar Rate
Advances), or

      (C) imposes any other condition the result of which is to increase the
cost to any Lender or any applicable Lending Installation of making, funding or
maintaining its Loans or L/C

                                       39
<PAGE>

Interests or reduces any amount receivable by any Lender or any applicable
Lending Installation in connection with its Loans or L/C Interests, or requires
any Lender or any applicable Lending Installation to make any payment calculated
by reference to the amount of Loans or L/C Interests held or interest received
by it, by an amount deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its Loans, L/C
Interests or Revolving Loan Commitment or to reduce the return received by such
Lender or applicable Lending Installation in connection with such Loans, L/C
Interests or Revolving Loan Commitment, then, within 15 days of demand by such
Lender, the Borrower shall pay such Lender such additional amount or amounts as
will compensate such Lender for such increased cost or reduction in amount
received.

      4.2 Changes in Capital Adequacy Regulations. If a Lender determines the
amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a Change, then, within 15 days of demand by such
Lender, the Borrower shall pay such Lender the amount necessary to compensate
for any shortfall in the rate of return on the portion of such increased capital
which such Lender determines is attributable to this Agreement, its Loans, L/C
Interests or its Revolving Loan Commitment hereunder (after taking into account
such Lender's policies as to capital adequacy). "CHANGE" means (i) any change
after the date of this Agreement in the Risk-Based Capital Guidelines or (ii)
any adoption of or change in any other law, governmental or quasi-governmental
rule, regulation, policy, guideline, interpretation, or directive (whether or
not having the force of law) after the date of this Agreement which affects the
amount of capital required or expected to be maintained by any Lender or any
Lending Installation or any corporation controlling any Lender. "RISK-BASED
CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the
United States on the date of this Agreement, including transition rules, and
(ii) the corresponding capital regulations promulgated by regulatory authorities
outside the United States implementing the July 1988 report of the Basle
Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

      4.3 Availability of Types of Advances. If any Lender reasonably determines
that maintenance of its Eurodollar Rate Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders reasonably determine that
(i) deposits of a type and maturity appropriate to match fund Eurodollar Rate
Advances are not available or (ii) the interest rate applicable to Eurodollar
Rate Advances does not accurately reflect the cost of making or maintaining
Eurodollar Rate Advances, then the Administrative Agent shall suspend the
availability of Eurodollar Rate Advances and require any affected Eurodollar
Rate Advances to be repaid or converted to Floating Rate Advances, subject to
the payment of any funding indemnification amounts required by Section 4.4.

      4.4 Funding Indemnification. If any payment of a Eurodollar Rate Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Eurodollar Rate
Advance is not made on the date specified by the Borrower for any reason other
than default by the Lenders, the Borrower will indemnify each

                                       40
<PAGE>

Lender for any loss or cost incurred by it resulting therefrom, including,
without limitation, any loss or cost in liquidating or employing deposits
acquired to fund or maintain such Eurodollar Rate Advance and any loss or cost
arising as a result of the failure of the Borrower to prepay any Eurodollar Rate
Advance for which a notice of prepayment has been given pursuant to the Loan
Documents.

      4.5 Taxes. To the extent permitted by law, all payments by the Borrower to
or for the account of any Lender or the Administrative Agent hereunder or under
any of the Loan Documents shall be made free and clear of and without deduction
for any and all Taxes. If the Borrower shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder to any Lender, Issuing
Bank or the Administrative Agent, (a) 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 4.5) such Lender,
Issuing Bank or the Administrative Agent (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (b)
the Borrower shall make such deductions, (c) the Borrower shall pay the full
amount deducted to the relevant authority in accordance with applicable law and
(d) the Borrower shall furnish to the Administrative Agent the original copy of
a receipt evidencing payment thereof within 30 days after such payment is made.

      (i) To the extent permitted by law, the Borrower hereby agrees to pay any
present or future stamp or documentary taxes and any other excise or property
taxes, charges or similar levies which arise from any payment made hereunder or
under any Note or from the execution or delivery of, or otherwise with respect
to, this Agreement or any Note ("OTHER TAXES").

      (ii) To the extent permitted by law, the Borrower hereby agrees to
indemnify the Administrative Agent and each Lender for the full amount of Taxes
or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed
on amounts payable under this Section 4.5) paid by the Administrative Agent or
such Lender and any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto. Payments due under this
indemnification shall be made within 30 days of the date the Administrative
Agent or such Lender makes demand therefor pursuant to Section 4.6.

      (iii) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof (each a "NON-U.S. LENDER") agrees that it
will, not more than ten Business Days after the date of this Agreement, (i)
deliver to each of the Borrower and the Administrative Agent two duly completed
copies of United States Internal Revenue Service Form W-8BEN or W-8ECI,
certifying in either case that such Lender is entitled to receive payments under
this Agreement without deduction or withholding of any United States federal
income taxes, and (ii) deliver to each of the Borrower and the Administrative
Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and
certify that it is entitled to an exemption from United States backup
withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of
the Borrower and the Administrative Agent (x) renewals or additional copies of
such form (or any successor form) on or before the date that such form expires
or becomes obsolete, and (y) after the occurrence of any event requiring a
change in the most recent forms so delivered by it, such additional forms or
amendments thereto as may be reasonably requested by the Borrower or the
Administrative Agent. All forms or amendments described in the preceding
sentence shall certify that such Lender is entitled to receive payments under
this Agreement without deduction

                                       41
<PAGE>

or withholding of any United States federal income taxes, unless an event
(including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form or amendment with
respect to it and such Lender advises the Borrower and the Administrative Agent
that it is not capable of receiving payments without any deduction or
withholding of United States federal income tax.

      (iv) For any period during which a Non-U.S. Lender has failed to provide
the Borrower with an appropriate form pursuant to clause (iv), above (unless
such failure is due to a change in treaty, law or regulation, or any change in
the interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Non-U.S. Lender shall not be entitled to indemnification under
this Section 4.5 with respect to Taxes imposed by the United States; provided
that, should a Non-U.S. Lender which is otherwise exempt from or subject to a
reduced rate of withholding tax become subject to Taxes because of its failure
to deliver a form required under clause (iv), above, the Borrower shall take
such steps as such Non-U.S. Lender shall reasonably request to assist such
Non-U.S. Lender to recover such Taxes.

      (v) Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, 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.

      (vi) If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Administrative Agent did not properly withhold
tax from amounts paid to or for the account of any Lender (because the
appropriate form was not delivered or properly completed, because such Lender
failed to notify the Administrative Agent of a change in circumstances which
rendered its exemption from withholding ineffective, or for any other reason),
such Lender shall indemnify the Administrative Agent fully for all amounts paid,
directly or indirectly, by the Administrative Agent as tax, withholding
therefor, or otherwise, including penalties and interest, and including taxes
imposed by any jurisdiction on amounts payable to the Administrative Agent under
this subsection, together with all costs and expenses related thereto (including
attorneys fees and time charges of attorneys for the Administrative Agent, which
attorneys may be employees of the Administrative Agent). The obligations of the
Lenders under this Section 4.5(vi) shall survive the payment of the Secured
Obligations, the termination of the Letters of Credit and termination of this
Agreement.

      4.6 Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurodollar Rate Loans to reduce any liability of the Borrower to
such Lender under Sections 4.1, 4.2 and 4.5 or to avoid the unavailability of
Eurodollar Rate Advances under Section 4.3, so long as such designation is not,
in the judgment of such Lender, disadvantageous to such Lender. Each Lender
shall deliver a written statement of such Lender to the Borrower (with a copy to
the Administrative Agent) as

                                       42
<PAGE>

to the amount due, if any, under Section 4.1, 4.2, 4.4 or 4.5 as promptly as
practicable but in any event within ninety (90) days after it obtains actual
knowledge thereof. Such written statement shall set forth in reasonable detail
the calculations upon which such Lender determined such amount and shall be
prima facie evidence of the information set forth therein. Determination of
amounts payable under such Sections in connection with a Eurodollar Rate Loan
shall be calculated as though each Lender funded its Eurodollar Rate Loan
through the purchase of a deposit of the type and maturity corresponding to the
deposit used as a reference in determining the Eurodollar Rate applicable to
such Loan, whether in fact that is the case or not. Unless otherwise provided
herein, the amount specified in the written statement of any Lender shall be
payable on demand after receipt by the Borrower of such written statement. The
obligations of the Borrower under Sections 4.1, 4.2, 4.4 and 4.5 shall survive
payment of the Secured Obligations, termination of the Letters of Credit and
termination of this Agreement.

                         ARTICLE V: CONDITIONS PRECEDENT

      5.1 Initial Advances and Letters of Credit. The Lenders shall not be
required to make the initial Loans or issue or participate in any Letters of
Credit unless:

      (A) the Borrower has furnished to the Administrative Agent each of the
following, with sufficient copies for the Lenders, all in form and substance
satisfactory to the Administrative Agent and the Lenders:

      (i) Copies of the Certificate of Incorporation of the Borrower and each of
the Guarantors (collectively, the "LOAN PARTIES"), together with all amendments
and a certificate of good standing, both certified by the appropriate
governmental officer in its jurisdiction of organization;

      (ii) Copies, certified by the Secretary or Assistant Secretary of each of
the Loan Parties, of its By-Laws and of its Board of Directors' resolutions (and
resolutions of other bodies, if any are deemed necessary by counsel for any
Lender) authorizing the execution of the Loan Documents entered into by it;

      (iii) An incumbency certificate, executed by the Secretary or Assistant
Secretary of each of the Loan Parties, which shall identify by name and title
and bear the signature of the officers of the Loan Parties authorized to sign
the Loan Documents and of the Borrower authorized to make borrowings hereunder,
upon which certificate the Lenders shall be entitled to rely until informed of
any change in writing by the Borrower;

      (iv) The written opinion of counsel to the Borrower and the Guarantors,
addressed to the Administrative Agent and the Lenders, in substantially the form
attached hereto as Exhibit E and containing assumptions and qualifications
acceptable to the Administrative Agent and the Lenders;

      (v) Written money transfer instructions reasonably requested by the
Administrative Agent, addressed to the Administrative Agent and signed by an
Authorized Officer;

      (vi) Intentionally Omitted;

                                       43
<PAGE>

      (vii) Such other documents as the Administrative Agent or any Lender or
its counsel may have reasonably requested, including, without limitation, all of
the documents reflected on the List of Closing Documents attached as Exhibit F
to this Agreement;

      (viii) Evidence satisfactory to the Administrative Agent that the
agreements, documents and instruments evidencing the Wachovia Lease Program
Indebtedness have been amended or otherwise modified to extend the termination
dates or maturity dates thereof (or any other scheduled dates on which such
Indebtedness is to be fully repaid) to or beyond the Revolving Loan Termination
Date;

      (ix) A fully executed copy of each of the Intercreditor Agreement, the
Security Agreement, and the Guaranty;

      (x) Evidence satisfactory to the Administrative Agent as to the perfection
of the Collateral Agent's Lien upon the Collateral pursuant to the terms of the
Security Agreement and the other Collateral Documents;

      (B) The Administrative Agent shall have determined to its reasonable
satisfaction that there exists no injunction or temporary restraining order
which, in the judgment of the Administrative Agent, would prohibit the making of
the Loans or any litigation seeking such an injunction or restraining order; and

      (C) The Borrower and its Affiliates shall have caused substantially all of
their cash located or otherwise maintained in the United States net of
outstanding payroll and disbursement checks in excess of $5,000,000 to be
deposited with one or more Lenders on terms and conditions acceptable to the
Administrative Agent.

      5.2 Each Advance and Letter of Credit. The Lenders shall not be required
to make any Advance, or issue any Letter of Credit, unless on the applicable
Borrowing Date, or in the case of a Letter of Credit, the date on which the
Letter of Credit is to be issued:

      (A) There exists no Default or Unmatured Default;

      (B) The representations and warranties contained in Article VI (other than
such representations and warranties as are made as of a specific date, in which
case, such representations and warranties shall be true in all material respects
as of such date) are true and correct as of such Borrowing Date except for
changes in the Schedules to this Agreement reflecting transactions permitted by
or not in violation of this Agreement; and

      (C) The Revolving Credit Obligations do not, and after making such
proposed Advance or issuing such Letter of Credit would not, exceed the
Aggregate Revolving Loan Commitment.

      Each Borrowing/Election Notice with respect to each such Advance and the
letter of credit application with respect to each Letter of Credit shall
constitute a representation and warranty by the Borrower that the conditions
contained in Sections 5.2(A) and (B) have been satisfied. The Required Lenders
may require a duly completed officer's certificate in substantially the form of
Exhibit G hereto and/or a duly completed compliance certificate in substantially
the form of Exhibit H hereto as a condition to making an Advance.

                                       44
<PAGE>

                   ARTICLE VI: REPRESENTATIONS AND WARRANTIES

      In order to induce the Administrative Agent and the Lenders to enter into
this Agreement and to make the Loans and the other financial accommodations to
the Borrower and to issue the Letters of Credit described herein, the Borrower
represents and warrants as follows to each Lender and the Administrative Agent
as of the Closing Date, giving effect to the consummation of the transactions
contemplated by the Loan Documents on the Closing Date, and thereafter on each
date as required by Section 5.2 (other than with respect to those
representations and warranties made as of a specific date, in which case, such
representations and warranties shall be true in all material respects as of such
date):

      6.1 Organization; Corporate Powers. The Borrower and each of its
Subsidiaries (A) is a corporation, limited liability company, partnership or
other commercial entity duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (B) is duly qualified to
do business as a foreign entity and is in good standing under the laws of each
jurisdiction in which failure to be so qualified and in good standing could
reasonably be expected to have a Material Adverse Effect, and (C) has all
requisite power and authority to own, operate and encumber its property and to
conduct its business as presently conducted and as proposed to be conducted.

      6.2 Authority.

      (A) The Borrower and each of its Subsidiaries has the requisite power and
authority to execute, deliver and perform each of the Loan Documents which are
to be executed by it or which have been executed by it as required by this
Agreement and the other Loan Documents.

      (B) The execution, delivery and performance, as the case may be, of each
of the Loan Documents which must be executed or filed by the Borrower or any of
its Subsidiaries or which have been executed as required by this Agreement, the
other Loan Documents or otherwise and to which the Borrower or any of its
Subsidiaries is party, and the consummation of the transactions contemplated
thereby, have been duly approved by the respective boards of directors and, if
necessary, the shareholders of the Borrower and its Subsidiaries, and such
approvals have not been rescinded. No other action or proceedings on the part of
the Borrower or its Subsidiaries are necessary to consummate the transactions
contemplated by the Loan Documents.

      (C) Each of the Loan Documents to which the Borrower or any of its
Subsidiaries is a party has been duly executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms (except as enforceability may be limited by
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally), is in full force and effect and no material term or condition
thereof has been amended, modified or waived from the terms and conditions
contained in the Loan Documents delivered to the Administrative Agent pursuant
to Section 5.1 without the prior written consent of the Required Lenders or all
of the Lenders as may be required pursuant to Section 9.3, as the case may be,
and the Borrower and its Subsidiaries have performed and complied with all the
terms, provisions, agreements and conditions set forth therein and required to
be performed or complied

                                       45
<PAGE>

with by such parties on or before the Initial Funding Date, and no unmatured
default, default or breach of any covenant by any such party exists thereunder.

      6.3 No Conflict; Governmental Consents. The execution, delivery and
performance of each of the Loan Documents to which the Borrower or any of its
Subsidiaries is a party do not and will not (A) conflict with the certificate or
articles of incorporation or by-laws of the Borrower or any such Subsidiary, (B)
(i) constitute a tortious interference with any Contractual Obligation of any
Person, (ii) conflict with, result in a breach of or constitute (with or without
notice or lapse of time or both) a default under any Requirement of Law which
could reasonably be expected to have a Material Adverse Effect, or (iii)
conflict with, result in a breach of or constitute (with or without notice or
lapse of time or both) a default under any material Contractual Obligation of
the Borrower or any such Subsidiary, or require termination of any such
Contractual Obligation, (C) result in or require the creation or imposition of
any Lien whatsoever upon any of the property or assets of the Borrower or any
such Subsidiary, other than Liens permitted or created by the Loan Documents, or
(D) require any approval of the Borrower's or any such Subsidiary's Board of
Directors or shareholders except such as have been obtained. Except as set forth
on Schedule 6.3 to this Agreement, the execution, delivery and performance of
each of the Loan Documents to which the Borrower or any of its Subsidiaries is a
party do not and will not require any registration with, consent or approval of,
or notice to, or other action to, with or by any Governmental Authority, except
filings, consents or notices which have been made, obtained or given, or which,
if not made, obtained or given, individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect.

      6.4 Financial Statements.

      (A) Complete copies of the unaudited financial statements of the Borrower
and its Subsidiaries for the quarter ended September 30, 2003 and the year ended
March 31, 2003 have been delivered to the Administrative Agent.

      (B) Complete copies of the audited financial statements of the Borrower
and its Subsidiaries for the fiscal year ended March 31, 2002 and the audit
report related thereto have been delivered to the Administrative Agent.

      6.5 No Material Adverse Change. Except as disclosed in public filings made
with the Commission prior to the Closing Date, there has occurred no change in
the business, properties, condition (financial or otherwise), performance,
results of operations or prospects of the Borrower, or the Borrower and its
Subsidiaries taken as a whole or any other event which has had or could
reasonably be expected to have a Material Adverse Effect.

      6.6 Taxes.

      (A) Tax Examinations. All deficiencies which have been asserted against
the Borrower or any of the Borrower's Subsidiaries as a result of any federal,
state, local or foreign tax examination for each taxable year in respect of
which an examination has been conducted have been fully paid or finally settled,
or are being contested in good faith and adequate reserves have been
established, and no issue has been raised by any taxing authority in any such
examination

                                       46
<PAGE>

which, by application of similar principles, reasonably can be expected to
result in assertion by such taxing authority of a material deficiency for any
other year not so examined which has not been reserved for in the Borrower's
consolidated financial statements to the extent, if any, required by Agreement
Accounting Principles. Except as permitted pursuant to Section 7.2(D), neither
the Borrower nor any of the Borrower's Subsidiaries anticipates any material tax
liability with respect to the years which have not been closed pursuant to
applicable law.

      (B) Payment of Taxes. All material tax returns and reports of the Borrower
and its Subsidiaries required to be filed have been timely filed, and all
material taxes, assessments, fees and other governmental charges thereupon and
upon their respective property, assets, income and franchises which are shown in
such returns or reports to be due and payable have been paid except those items
which are being contested in good faith and have been reserved for in accordance
with Agreement Accounting Principles. The Borrower has no knowledge of any
proposed tax assessment against the Borrower or any of its Subsidiaries that
will have or could reasonably be expected to have a Material Adverse Effect.

      6.7 Litigation; Loss Contingencies and Violations. Except as set forth in
Schedule 6.7 (the "DISCLOSED LITIGATION"), there is no action, suit, proceeding,
arbitration or, to the Borrower's knowledge, investigation before or by any
Governmental Authority or private arbitrator pending or, to the Borrower's
knowledge, threatened against the Borrower, any of its Subsidiaries or any
property of any of them. Neither any of the Disclosed Litigation nor any action,
suit, proceeding, arbitration or investigation which has commenced since the
Closing Date (or the most recent update of the Disclosed Litigation) (i)
challenges the validity or the enforceability of any material provision of the
Loan Documents (unless if such claim is brought by any Person other than the
Borrower, any Guarantor or any of their Affiliates, such claim has no reasonable
likelihood of success on the merits) or (ii) has or could reasonably be expected
to have a Material Adverse Effect. There is no material loss contingency within
the meaning of Agreement Accounting Principles which has not been reflected in
the consolidated financial statements of the Borrower prepared and delivered
pursuant to Section 7.1(A) for the fiscal period during which such material loss
contingency was incurred. Neither the Borrower nor any of its Subsidiaries is
(A) in violation of any applicable Requirements of Law which violation will have
or could reasonably be expected to have a Material Adverse Effect, or (B)
subject to or in default with respect to any final judgment, writ, injunction,
restraining order or order of any nature, decree, rule or regulation of any
court or Governmental Authority which will have or could reasonably be expected
to have a Material Adverse Effect.

      6.8 Subsidiaries. Schedule 6.8 to this Agreement (i) contains a
description of the corporate structure of the Borrower, its Subsidiaries and any
other Person in which the Borrower or any of its Subsidiaries holds an Equity
Interest; and (ii) accurately sets forth (A) the correct legal name, the
jurisdiction of incorporation and the jurisdictions in which each of the
Borrower and the direct and indirect Subsidiaries of the Borrower are qualified
to transact business as a foreign corporation, (B) the authorized, issued and
outstanding shares of each class of Capital Stock of the Borrower and each of
its Subsidiaries and the owners of such shares (both as of the Initial Funding
Date and on a fully-diluted basis), and (C) a summary of the direct and indirect
partnership, joint venture, or other Equity Interests, if any, of the Borrower
and each Subsidiary of the Borrower in any Person that is not a corporation.
After the formation or acquisition of any New Subsidiary permitted under Section
7.3(D), if requested by the Administrative Agent, the

                                       47
<PAGE>

Borrower shall provide a supplement to Schedule 6.8 to this Agreement. The
outstanding Capital Stock of the Borrower and each of the Borrower's
Subsidiaries is duly authorized, validly issued, fully paid and nonassessable
and is not Margin Stock. All of the Borrower's Subsidiaries are organized under
the laws of any state of the United States and have substantially all of their
operations conducted within the United States.

      6.9 ERISA. (A) Set forth in Part A of Schedule 6.9 is a true and complete
list of each Plan that, as of the date of this Agreement, is or was an "employee
pension benefit plan" (as such term is defined in Section 3(2) of ERISA). Set
forth in Part A of Schedule 6.9 is a true and complete list of each Plan that,
as of the date of this Agreement, is or was an "employee welfare benefit plan"
(as such term is defined in Section 3(1) of ERISA).

      (B) Set forth in Part B of Schedule 6.9 is a true and complete list of
each Non-ERISA Commitment adopted by the Borrower or any of its Subsidiaries and
in effect as of the date of this Agreement. Part B of Schedule 6.9 also includes
a true and complete list of each Non-ERISA Commitment which as of the date of
this Agreement the Borrower or any of its Subsidiaries intends to adopt. Part B
of Schedule 6.9 contains a true and complete description, as of the date of this
Agreement, of all oral Non-ERISA Commitments. The Borrower has not as of the
date of this Agreement adopted any Non-ERISA Commitment other than those
described on Schedule 6.9.

      (C) For purposes of this Section 6.9(C), "material" means any amount,
noncompliance or basis for liability which could reasonably be likely to subject
the Borrower or any of its Subsidiaries to liability, individually or in the
aggregate of an amount in excess of $5,000,000. Except as disclosed on Part C of
Schedule 6.9, no Benefit Plan has incurred any material accumulated funding
deficiency (as defined in Sections 302(a)(2) of ERISA and 412(a) of the Code)
whether or not waived. Neither the Borrower nor any member of the Controlled
Group has incurred any material liability to the PBGC which remains outstanding
other than the payment of premiums, and there are no premium payments which have
become due which are unpaid. With respect to each Benefit Plan, Schedule B to
the most recent annual report filed with the IRS with respect to such plan is
complete and accurate. Since the date of each such Schedule B, there has been no
material adverse change in the funding status or financial condition of the
Benefit Plan relating to such Schedule B. As of the last day of the most recent
prior plan year, the market value of assets under each Benefit Plan, other than
any Multiemployer Plan, was not by a material amount less than the present value
of benefit liabilities thereunder (determined in accordance with the actuarial
valuation assumptions described therein). Neither the Borrower nor any member of
the Controlled Group has (i) failed to make a required contribution or payment
to a Multiemployer Plan of a material amount or (ii) incurred a material
complete or partial withdrawal under Section 4203 or Section 4205 of ERISA from
a Multiemployer Plan. Neither the Borrower nor any member of the Controlled
Group has failed to make an installment or any other payment of a material
amount required under Section 412 of the Code on or before the due date for such
installment or other payment. Neither the Borrower nor any member of the
Controlled Group is required to provide security of a material amount to a
Benefit Plan pursuant to Section 401(a)(29) of the Code due to a plan amendment
that results in an increase in current liability for the plan year. Neither the
Borrower nor any of its Subsidiaries maintains or contributes to any employee
welfare benefit plan within the meaning of Section 3(1) of ERISA or any other
arrangement which provides benefits to one or

                                       48
<PAGE>

more employees, officers, directors, or consultants after termination of
employment other than as required by Section 601 of ERISA and other than any
such plan or arrangement with respect to which the Borrower and its Subsidiaries
do not have any liability of a material amount. Each Plan which is intended to
be qualified under Section 401(a) of the Code as currently in effect is so
qualified, and each trust related to any such Plan is exempt from federal income
tax under Section 501(a) of the Code as currently in effect. With respect to
each Plan, the Borrower and all Subsidiaries and all fiduciaries are in
compliance in all material respects with the responsibilities, obligations and
duties imposed on them by ERISA and the Code. Each Plan and Non-ERISA Commitment
complies in all material respects in form, and has been administered in all
material respects in accordance with its terms and, in accordance with all laws
and regulations, including but not limited to ERISA and the Code. There is no
material action, suit or claim pending or threatened with respect to any Plan
other than routine claims for benefits. There have been no and there is no
prohibited transaction described in Sections 406 of ERISA or 4975 of the Code
with respect to any Plan for which a statutory or administrative exemption does
not exist which could reasonably be expected to subject the Borrower to material
liability. Neither the Borrower nor any member of the Controlled Group has taken
or failed to take any action which would constitute or result in a Termination
Event, which action or inaction could reasonably be expected to subject the
Borrower or any of its Subsidiaries to material liability. Neither the Borrower
nor any Subsidiary is subject to any material liability under, or has any
potential material liability under, Section 4063, 4064, 4069, 4204 or 4212(c) of
ERISA and no other member of the Controlled Group is subject to any material
liability under, or has any potential material liability under, Section 4063,
4064, 4069, 4204 or 4212(c) of ERISA. Neither the Borrower nor any of its
Subsidiaries has, by reason of the transactions contemplated by this Agreement
or any of the other Loan Documents, any obligation to make any payment to any
current or former employee, director, officer or consultant pursuant to any Plan
or Non-ERISA Commitment or any obligation to make any such payment at a time
earlier than when it would be otherwise payable.

      6.10 Accuracy of Information. The information, exhibits and reports
furnished by or on behalf of the Borrower and any of its Subsidiaries to the
Administrative Agent or to any Lender in connection with the negotiation of, or
compliance with, the Loan Documents, the representations and warranties of the
Borrower and its Subsidiaries contained in the Loan Documents, and all
certificates and documents delivered to the Administrative Agent and the Lenders
pursuant to the terms thereof, taken as a whole, do not contain as of the date
furnished any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements contained herein or therein, in
light of the circumstances under which they were made, not misleading; provided,
however, it is understood by the Lenders that all financial information provided
by the Borrower and its Subsidiaries to the Administrative Agent and the Lenders
shall be subject to the Catalina Re-Audit and any restatements of or
modifications to financial statements or financial information resulting
therefrom up to the Financial Information Restatement Limit, and if any such
modification is required, the fact that such modification is required, to the
extent that such modification does not exceed the Financial Information
Restatement Limit, shall not, other than with respect to Section 8.1(R), be
deemed a breach of this representation and warranty or of this Agreement for
purposes of Article VIII hereof.

      6.11 Securities Activities. Neither the Borrower nor any of its
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

                                       49
<PAGE>

      6.12 Material Agreements. Other than any default which has been waived,
there exists no default by the Borrower or any of its Subsidiaries, or, to the
best of the Borrower's knowledge, by any other party under any Contractual
Obligation to which the Borrower or any of its Subsidiaries are party, which
default is reasonably likely to have a Material Adverse Effect.

      6.13 Compliance with Laws. The Borrower and its Subsidiaries are in
compliance with all Requirements of Law (other than Environmental, Health and
Safety Requirements of Law, compliance with which shall be governed pursuant to
the provisions of Section 6.18 below) applicable to them and their respective
businesses, in each case where the failure to so comply individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect.

      6.14 Assets and Properties. The Borrower and each of its Subsidiaries has
good and marketable title to all of its assets and properties (tangible and
intangible, real or personal) owned by it or a valid leasehold interest in all
of its leased assets (except insofar as marketability may be limited by any laws
or regulations of any Governmental Authority affecting such assets), and all
such assets and property are free and clear of all Liens, except Liens permitted
under Section 7.3(B). Substantially all of the assets and properties owned by,
leased to or used by the Borrower and/or each such Subsidiary of the Borrower
are in adequate operating condition and repair, ordinary wear and tear excepted.
Neither this Agreement nor any other Loan Document, nor any transaction
contemplated under any such agreement, will affect any right, title or interest
of the Borrower or such Subsidiary in and to any of such assets in a manner that
has or could reasonably be expected to have a Material Adverse Effect.

      6.15 Statutory Indebtedness Restrictions. Neither the Borrower nor any of
its Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, or the
Investment Company Act of 1940, or any other federal or state statute or
regulation which limits its ability to incur indebtedness or its ability to
consummate the transactions contemplated hereby.

      6.16 Insurance. The insurance policies and programs in effect with respect
to the respective properties, assets, liabilities and business reflect coverage
that is reasonably consistent with prudent industry practice.

      6.17 Labor Matters. To the best of the Borrower's knowledge, no attempt to
organize the employees of the Borrower, and no labor disputes, strikes or
walkouts affecting the operations of the Borrower or any of its Subsidiaries, is
pending, or, to the Borrower's knowledge, threatened, planned or contemplated,
which has or could reasonably be expected to have a Material Adverse Effect.

      6.18 Environmental Matters. (A) Except as disclosed on Schedule 6.18 to
this Agreement:

            (i)   the operations of the Borrower and its Subsidiaries comply in
      all material respects with applicable Environmental, Health or Safety
      Requirements of Law;

                                       50
<PAGE>

            (ii)  the Borrower and its Subsidiaries have all material permits,
      licenses or other authorizations required under Environmental, Health or
      Safety Requirements of Law and are in material compliance with such
      permits;

            (iii) neither the Borrower, any of its Subsidiaries nor any of their
      respective present property or operations, or, to the Borrower's or any of
      its Subsidiaries' knowledge, any of their respective past property or
      operations, are subject to or the subject of, any investigation known to
      the Borrower or any of its Subsidiaries, any judicial or administrative
      proceeding, order, judgment, decree, settlement or other agreement
      respecting: (A) any material violation of Environmental, Health or Safety
      Requirements of Law; (B) any remedial action; or (C) any material claims
      or liabilities arising from the Release or threatened Release of a
      Contaminant into the environment;

            (iv)  there is not now, nor to the Borrower's or any of its
      Subsidiaries' knowledge has there ever been at any time during or prior to
      the Borrower's or any of its Subsidiaries' use thereof, on or in the real
      property used by the Borrower or any of its Subsidiaries any landfill,
      waste pile, underground storage tanks, aboveground storage tanks, surface
      impoundment or hazardous waste storage facility of any kind (as defined in
      RCRA or any state equivalent), any polychlorinated biphenyls (PCBs) used
      in hydraulic oils, electric transformers or other equipment, or any
      asbestos containing material that would be reasonably likely to result in
      material remediation costs or material penalties to the Borrower or any of
      its Subsidiaries; and

            (v)   neither the Borrower nor any of its Subsidiaries has any
      material Contingent Obligation in connection with any Release or
      threatened Release of a Contaminant into the environment.

      (B) For purposes of this Section 6.18 "material" means any noncompliance
or basis for liability which could reasonably be likely to subject the Borrower
or any of its Subsidiaries to liability, individually or in the aggregate, in
excess of $5,000,000.

      6.19 Benefits. Each of the Borrower and the Guarantors will benefit from
the financing arrangement established by this Agreement. The Administrative
Agent and the Lenders have stated and the Borrower acknowledges that, but for
the agreement by each of the Guarantors to execute and deliver the Guaranty, the
Administrative Agent and the Lenders would not have made available the credit
facilities established hereby on the terms set forth herein.

      6.20 Foreign Employee Benefit Matters. (A) Each Foreign Employee Benefit
Plan is in compliance in all material respects with all laws, regulations and
rules applicable thereto and the respective requirements of the governing
documents for such Plan; (B) the aggregate of the accumulated benefit
obligations under all Foreign Pension Plans does not exceed to any material
extent the current fair market value of the assets held in the trusts or similar
funding vehicles for such Plans; (C) with respect to any Foreign Employee
Benefit Plan maintained or contributed to by the Borrower or any Subsidiary or
any member of its Controlled Group (other than a Foreign Pension Plan),
reasonable reserves have been established in accordance with prudent business
practice or where required by ordinary accounting practices in the jurisdiction
in which such Plan is maintained; and (D) there are no material actions, suits
or claims (other than routine claims for

                                       51
<PAGE>

benefits) pending, or to the knowledge of the Borrower and its Subsidiaries,
threatened against the Borrower and its Subsidiaries or any member of its
Controlled Group with respect to any Foreign Employee Benefit Plan. For purposes
of this Section 6.20, the term "material" shall have the meaning set forth in
Section 6.9.

      6.21 Existing Indebtedness. As of the Closing Date, neither the Borrower
nor any Subsidiary thereof has incurred or is otherwise obligated to repay
Indebtedness other than Indebtedness identified on Schedule 6.21, which Schedule
6.21 sets forth, as of the Closing Date, a list of each agreement, document and
instrument pursuant to which the Borrower or such Subsidiary incurred such
Indebtedness (or the obligation to repay such Indebtedness), the amount of
Indebtedness outstanding under each such agreement, document or instrument, and
the amount of the applicable lender's commitment under each such agreement,
document or instrument. Schedule 6.21 shall not be amended or modified without
the written consent of the Administrative Agent and the Lenders.

      6.22 Financial Information Restatement Limit. To the best of the
Borrower's knowledge, the Catalina Re-Audit will not cause modifications or
restatements of financial information or financial statements that result in
changes to previously provided Cash Flow From Operating Activities in excess of
the Financial Information Restatement Limit.

      6.23 Reportable Transaction. The Borrower does not intend to treat the
Advances and related transactions as being a "reportable transaction" (within
the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower
determines to take any action inconsistent with such intention, it will promptly
notify the Administrative Agent thereof.

      6.24 OFAC. Neither the Borrower nor any of its Subsidiaries or Affiliates
is a country, individual, or entity named on the Specifically Designated
National and Blocked Persons (SDN) list issued by the Office of Foreign Asset
Control of the Department of the Treasury of the United States of America.

                             ARTICLE VII: COVENANTS

      The Borrower covenants and agrees that so long as any Revolving Loan
Commitments are outstanding and thereafter until all of the Secured Obligations
(other than contingent indemnity obligations) shall have been fully and
indefeasibly paid and satisfied in cash, all financing arrangements among the
Borrower and the Lenders shall have been terminated (including under Hedging
Agreements or other agreements with respect to Hedging Obligations) and all of
the Letters of Credit shall have expired, been canceled or terminated, unless
the Required Lenders shall otherwise give prior written consent:

      7.1 Reporting. The Borrower shall:

      (A) Financial Reporting. Furnish to the Administrative Agent (with
sufficient copies for each of the Lenders):

            (i)   Quarterly Reports. Other than with respect to the periods
      covered by Section 7.1(A)(iv), as soon as practicable, and in any event
      within fifty (50) days after the end of each of the first three fiscal
      quarters of the Borrower's fiscal year, (a) so long as the

                                       52
<PAGE>

      Borrower is a reporting company under the Securities and Exchange Act of
      1934, the Borrower's quarterly report on Form 10-Q (or any replacement
      form adopted by the Commission) and (b) if the Borrower is no longer a
      reporting company under the Securities and Exchange Act of 1934, the
      consolidated and consolidating balance sheet of the Borrower and its
      Subsidiaries as at the end of such period and the related consolidated and
      consolidating statements of income and cash flows of the Borrower and its
      Subsidiaries for such fiscal quarter and for the period from the beginning
      of the then current fiscal year to the end of such fiscal quarter, in
      either such case, certified by an Authorized Officer of the Borrower on
      behalf of the Borrower as fairly presenting the consolidated and
      consolidating financial position of the Borrower and its Subsidiaries as
      at the dates indicated and the results of their operations and cash flows
      for the periods indicated in accordance with Agreement Accounting
      Principles, subject to normal year-end audit adjustments; provided,
      however, that all such financial information and certifications shall be
      subject to the Catalina Re-Audit up to the Financial Information
      Restatement Limit, and any restatements of or modifications to financial
      statements or financial information resulting therefrom; provided,
      further, that failure to deliver any audited or reviewed document required
      pursuant to this Section for the fiscal quarters ending December 31, 2003
      and June 30, 2004 prior to the completion of the Catalina Re-Audit shall
      not be deemed to be a breach of this Agreement or a Default under Article
      VIII hereof.

            (ii)  Annual Reports. Other than with respect to the periods covered
      by Section 7.1(A)(iv), as soon as practicable, and in any event within
      ninety-five (95) days after the end of each fiscal year, (a) so long as
      the Borrower is a reporting company under the Securities and Exchange Act
      of 1934, the Borrower's annual report on Form 10-K (or any replacement
      form adopted by the Commission) and (b) if the Borrower is no longer a
      reporting company under the Securities and Exchange Act of 1934, the
      consolidated balance sheet of the Borrower and its Subsidiaries as at the
      end of such fiscal year and the related consolidated statements of income,
      stockholders' equity and cash flows of the Borrower and its Subsidiaries
      for such fiscal year, and in comparative form the corresponding figures
      for the previous fiscal year along with consolidating schedules in form
      and substance sufficient to calculate the financial covenants set forth in
      Section 7.4, and, in either case, an audit report on such financial
      statements (other than the consolidating schedules) of independent
      certified public accountants of recognized national standing, which audit
      report shall be unqualified and shall state that such financial statements
      fairly present the consolidated and consolidating financial position of
      the Borrower and its Subsidiaries as at the dates indicated and the
      results of their operations and cash flows for the periods indicated in
      conformity with Agreement Accounting Principles and that the examination
      by such accountants in connection with such consolidated and consolidating
      financial statements has been made in accordance with generally accepted
      auditing standards; provided, however, that all such financial information
      and certifications shall be subject to the Catalina Re-Audit and any
      restatements of or modifications to financial statements or financial
      information resulting therefrom up to the Financial Information
      Restatement Limit; provided, further, that failure to deliver any audited
      document required pursuant to this Section for the fiscal year ending
      March 31, 2004 prior to the completion of the Catalina Re-Audit shall not
      be deemed to be a breach of this Agreement or a Default under Article VIII
      hereof.

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<PAGE>

            (iii) Officer's Certificate. Together with each delivery of any
      financial statement (a) pursuant to clauses (i) and (ii) of this Section
      7.1(A), an Officer's Certificate of the Borrower, substantially in the
      form of Exhibit G attached hereto and made a part hereof, stating that (x)
      the representations and warranties of the Borrower contained in Article VI
      hereof (unless such representation and warranty is made as of a specific
      date, in which case, such representation and warranty shall be true in all
      material respects as of such date) shall have been true and correct in all
      material respects at all times during the period covered by such financial
      statements and as of the date of such Officer's Certificate and (y) as of
      the date of such Officer's Certificate, other than any default under any
      other agreement that has been waived, no Default or Unmatured Default
      exists, or if any Default or Unmatured Default exists, stating the nature
      and status thereof and (b) pursuant to clauses (i) and (ii) of this
      Section 7.1(A), a compliance certificate, substantially in the form of
      Exhibit H attached hereto and made a part hereof, signed by an Authorized
      Officer of the Borrower, setting forth calculations for the period which
      demonstrate compliance, when applicable, with the provisions of Sections
      7.3(A) through (P) and Section 7.4, and which, on and after the 2003
      Financials Delivery Date, (x) calculate the Leverage Ratio for purposes of
      determining the Applicable Floating Rate Margin, the Applicable Eurodollar
      Margin, the Applicable L/C Fee Percentage and the Applicable Commitment
      Fee Percentage then in effect, and (y) set forth the Borrower's
      determination of such Applicable Floating Rate Margin, Applicable
      Eurodollar Margin, Applicable L/C Fee Percentage and Applicable Commitment
      Fee Percentage then in effect (which determination shall be subject to
      review and approval by the Administrative Agent).

            (iv)  Reporting Subject to Catalina Re-Audit. Notwithstanding the
      timing requirements of Sections 7.1(A)(i) and (ii), for the fiscal year
      ended March 31, 2003, the fiscal year ending March 31, 2004, the fiscal
      quarters ended June 30, 2003 and September 30, 2003, and the fiscal
      quarters ending December 31, 2003 and June 30, 2004, the Borrower shall
      make all of the audited or reviewed deliveries required by Section 7.1(A)
      with respect to such periods promptly upon the completion of the
      Borrower's financial statements for such periods and the Catalina
      Re-Audit. Unaudited financials that have not been reviewed or otherwise
      subjected to the Catalina Re-Audit shall be delivered in advance of the
      audited and reviewed financials in accordance with the terms of Section
      7.1(A). Such deliveries must satisfy all of the requirements of Section
      7.1(A) other than the timing requirements with respect to the delivery of
      audited and/or reviewed annual and quarterly financial statements.

            (v)   Audit Updates; Additional Audits and Restated Financials.
      Prior to the completion of the Catalina Re-Audit, the Borrower shall cause
      to be delivered to the Administrative Agent from time to time status
      reports with respect to the Catalina Re-Audit. Such status reports shall
      be in form and substance acceptable to the Required Lenders and shall be
      delivered promptly after the Required Lenders' requests therefor;
      provided, however, that, such requests shall not be made more frequently
      than once every two weeks until the occurrence and during the continuance
      of a Default, at which time such requests may be made more frequently. In
      the event financial statements previously delivered to the Administrative
      Agent and the Lenders are subject to the Catalina Re-Audit and
      restatements of or modifications to financial statements or financial

                                       54
<PAGE>

      information result therefrom, the Borrower shall cause such newly audited
      and/or restated or modified financial statements to be delivered to the
      Administrative Agent upon the prompt completion thereof. The Borrower
      shall provide status reports with respect to such newly audited and/or
      restated or modified financial statements in accordance with the first two
      sentences of this paragraph, including, without limitation, updates as to
      the specific financial statements subject to such additional audits and/or
      restatements or modifications.

      (B) Notice of Default and Adverse Developments. Promptly upon any
Authorized Officer of the Borrower obtaining knowledge (i) of any condition or
event which constitutes a Default or Unmatured Default, or becoming aware that
any Lender or Administrative Agent has given any written notice with respect to
a claimed Default or Unmatured Default under this Agreement, (ii) that any
Person has given any written notice to the Borrower or any Subsidiary of the
Borrower or taken any other action with respect to a claimed default or event or
condition of the type referred to in Section 8.1(E), or (iii) that any other
development, financial or otherwise, which could reasonably be expected to have
a Material Adverse Effect has occurred, deliver notice to the Administrative
Agent specifying (a) the nature and period of existence of any such claimed
default, Default, Unmatured Default, condition or event, (b) the notice given or
action taken by such Person in connection therewith, and (c) what action the
Borrower has taken, is taking and proposes to take with respect thereto.
Notwithstanding the foregoing, in no event shall the Administrative Agent be
deemed to have knowledge of any such default, Default, Unmatured Default,
condition or event until the Administrative Agent shall have received written
notice thereof from the Borrower or a Lender.

      (C) Lawsuits. (i) Promptly upon the Borrower obtaining knowledge of the
institution of, or written threat of, any action, suit, proceeding, governmental
investigation or arbitration against or affecting the Borrower or any of its
Subsidiaries or any property of the Borrower or any of its Subsidiaries not
previously disclosed pursuant to Section 6.7, which action, suit, proceeding,
governmental investigation or arbitration exposes, or in the case of multiple
actions, suits, proceedings, governmental investigations or arbitrations arising
out of the same general allegations or circumstances which expose, in the
Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to
liability in an amount aggregating $5,000,000 or more, give written notice
thereof to the Administrative Agent and the Lenders and provide such other
information as may be reasonably available to enable each Lender and the
Administrative Agent and its counsel to evaluate such matters; (ii) promptly
upon the Borrower or any of its Subsidiaries obtaining knowledge of any material
adverse developments with respect to any of the Disclosed Litigation, give
written notice thereof to the Administrative Agent and the Lenders and provide
such other information as may be reasonably available to enable each Lender and
the Administrative Agent and its counsel to evaluate such matters, and (iii) in
addition to the requirements set forth in clauses (i) and (ii) of this Section
7.1(C), upon request of the Administrative Agent or the Required Lenders,
promptly give written notice of the status of any Disclosed Litigation or any
action, suit, proceeding, governmental investigation or arbitration covered by a
report delivered pursuant to clause (i) above and provide such other
information, to the extent permitted by law, as may be reasonably available to
it that would not jeopardize any attorney-client privilege by disclosure to the
Lenders to enable each Lender and the Administrative Agent and its counsel to
evaluate such matters.

                                       55
<PAGE>

      (D) ERISA Notices. Deliver or cause to be delivered to the Administrative
Agent and the Lenders, at the Borrower's expense, the following information and
notices as soon as reasonably possible, and in any event:

            (i)   (a) within ten (10) Business Days after the Borrower obtains
      knowledge that a Termination Event has occurred, a written statement of an
      Authorized Officer of the Borrower describing such Termination Event and
      the action, if any, which the Borrower has taken, is taking or proposes to
      take with respect thereto, and when known, any action taken or threatened
      by the IRS, DOL or PBGC with respect thereto and (b) within ten (10)
      Business Days after any member of the Controlled Group obtains knowledge
      that a Termination Event has occurred which could reasonably be expected
      to subject the Borrower to liability individually or in the aggregate in
      excess of $5,000,000, a written statement of an Authorized Officer of the
      Borrower describing such Termination Event and the action, if any, which
      the member of the Controlled Group has taken, is taking or proposes to
      take with respect thereto, and when known, any action taken or threatened
      by the IRS, DOL or PBGC with respect thereto;

            (ii)  within ten (10) Business Days after the Borrower or any of its
      Subsidiaries obtains knowledge that a prohibited transaction (as defined
      in Sections 406 of ERISA or Section 4975 of the Code) has occurred with
      respect to any Plan, or that the IRS or DOL or any other Governmental
      Authority is investigating, or otherwise reviewing whether any such
      prohibited transaction might have occurred, a statement of an Authorized
      Officer of the Borrower describing such transaction and the action which
      the Borrower or such Subsidiary has taken, is taking or proposes to take
      with respect thereto;

            (iii) within fifteen (15) Business Days after the material increase
      in the benefits of any existing Plan or the establishment of any new Plan
      or the commencement of, or obligation to commence, contributions to any
      Plan or Multiemployer Plan to which the Borrower or any member of the
      Controlled Group was not previously contributing, notification of such
      increase, establishment, commencement or obligation to commence and the
      amount of such contributions;

            (iv)  within ten (10) Business Days after the Borrower or any of its
      Subsidiaries receives notice of any unfavorable determination letter from
      or of any investigation or review by the IRS regarding the qualification
      of a Plan under Section 401(a) of the Code, a copy of such letter;

            (v)   within fifteen (15) Business Days after the establishment of
      any foreign employee benefit plan or the commencement of, or obligation to
      commence, contributions to any foreign employee benefit plan to which the
      Borrower or any Subsidiary was not previously contributing, notification
      of such establishment, commencement or obligation to commence and the
      amount of such contributions;

            (vi)  within fifteen (15) Business Days after request by the
      Administrative Agent or any Lender therefor, a copy of the most recent
      annual report (form 5500 series), including Schedule B thereto, as filed
      with the DOL, IRS or PBGC, a copy of such annual report;

                                       56
<PAGE>

            (vii) within fifteen (15) Business Days after request by the
      Administrative Agent or any Lender therefor, each actuarial report
      received by the Borrower or any member of the Controlled Group with
      respect to any Benefit Plan or Multiemployer Plan and each annual report
      for any Multiemployer Plan, a copy of such report;

            (viii) within ten (10) Business Days after the filing of any funding
      waiver request with the IRS, a copy of such funding waiver request and
      thereafter all communications received by the Borrower or a member of the
      Controlled Group with respect to such request within ten (10) Business
      Days such communication is received;

            (ix) within ten (10) Business Days after receipt by the Borrower or
      any member of the Controlled Group of any notice of the PBGC's intention
      to terminate a Benefit Plan or to have a trustee appointed to administer a
      Benefit Plan, a copy of such notice;

            (x) within ten (10) Business Days after receipt by the Borrower or
      any member of the Controlled Group of a notice from a Multiemployer Plan
      regarding the imposition of withdrawal liability, a copy of such notice;

            (xi) within ten (10) Business Days after the Borrower or any member
      of the Controlled Group fails to make an installment or any other payment
      required under Section 412 of the Code on or before the due date for such
      installment or payment, a notification of such failure; and

            (xii) within ten (10) Business Days after the Borrower or any member
      of the Controlled Group knows or has reason to know that (a) a
      Multiemployer Plan has been terminated, (b) the administrator or plan
      sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan,
      or (c) the PBGC has instituted or will institute proceedings under Section
      4042 of ERISA to terminate a Multiemployer Plan, a notice describing such
      matter.

For purposes of this Section 7.1(D), the Borrower, any of its Subsidiaries and
any member of the Controlled Group shall be deemed to know all facts known by
the administrator of any Plan of which the Borrower or any member of the
Controlled Group or any such Subsidiary is the plan sponsor.

      (E) Other Indebtedness. Deliver to the Administrative Agent and to each
Lender (i) a copy of each notice or communication regarding potential or actual
defaults (including any accompanying officer's certificate) delivered by or on
behalf of the Borrower or any of its Subsidiaries to the holders of Indebtedness
pursuant to the terms of the agreements governing such Indebtedness, such
delivery to be made at the same time and by the same means as such notice or
other communication is delivered to such holders and (ii) a copy of each notice
or other communication regarding potential or actual defaults received by the
Borrower or any of its Subsidiaries from the holders of Indebtedness pursuant to
the terms of such Indebtedness, such delivery to be made promptly after such
notice or other communication is received by the Borrower or any of its
Subsidiaries.

      (F) Environmental Notices. As soon as possible and in any event within ten
(10) days after the receipt by the Borrower, deliver to the Administrative Agent
and the Lenders a copy of

                                       57
<PAGE>

(i) any notice or claim to the effect that the Borrower or any of its
Subsidiaries is or may be liable to any Person as a result of the Release by the
Borrower, any of its Subsidiaries or any other Person of any Contaminant into
the environment, and (ii) any notice alleging any violation of any
Environmental, Health or Safety Requirements of Law by the Borrower or any of
its Subsidiaries if, in either case, such notice or claim relates to an event
which could reasonably be expected to subject the Borrower and its Subsidiaries
to liability individually or in the aggregate in excess of $5,000,000.

      (G) Receivables Aging. As soon as possible and in any event within fifteen
(15) days after the end of every month, a Receivables aging report in form and
substance reasonably acceptable to the Administrative Agent. Such Receivables
aging report shall include, without limitation, a list of Receivables agings for
the ten (10) obligors with the greatest dollar amounts of Receivables owing
during such month.

      (H) Other Information. Promptly upon receiving a request therefor from the
Administrative Agent or the Required Lenders, prepare and deliver to the
Administrative Agent and the Lenders such other information with respect to the
Borrower, any of its Subsidiaries, or their respective businesses and assets as
from time to time may be reasonably requested by the Administrative Agent or the
Required Lenders.

      7.2 Affirmative Covenants.

      (A) Corporate Existence, Etc. Except as permitted pursuant to Section
7.3(F), the Borrower shall, and shall cause each of the Guarantors to, at all
times maintain its existence and preserve and keep, or cause to be preserved and
kept, in full force and effect its rights and franchises material to its
businesses.

      (B) Corporate Powers; Conduct of Business. The Borrower shall, and shall
cause each of the Guarantors to, qualify and remain qualified to do business in
each jurisdiction in which the nature of its business requires it to be so
qualified and where the failure to be so qualified will have or could reasonably
be expected to have a Material Adverse Effect. The Borrower will, and will cause
each Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted and any business or activities which are reasonably similar, related
or incidental thereto or logical extensions thereof.

      (C) Compliance with Laws, Etc. The Borrower shall, and shall cause its
Subsidiaries to, (a) comply with all Requirements of Law and all restrictive
covenants affecting such Person or the business, properties, assets or
operations of such Person, and (b) obtain as needed all permits necessary for
its operations and maintain such permits in good standing except in each case
where the failure to so comply could not reasonably be expected to have a
Material Adverse Effect.

      (D) Payment of Taxes and Claims; Tax Consolidation. The Borrower shall
pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and
other governmental charges imposed upon it or on any of its properties or assets
or in respect of any of its franchises, business, income or property before any
penalty or interest accrues thereon, and (ii) all claims (including, without
limitation, claims for labor, services, materials and supplies) for sums which

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<PAGE>

have become due and payable and which by law have or may become a Lien (other
than a Lien permitted by Section 7.3(B)) upon any of the Borrower's or such
Subsidiary's property or assets, prior to the time when any penalty or fine
shall be incurred with respect thereto; provided, however, that no such taxes,
assessments and governmental charges referred to in clause (i) above or claims
referred to in clause (ii) above (and interest, penalties or fines relating
thereto) need be paid if being contested in good faith by appropriate
proceedings diligently instituted and conducted and if such reserve or other
appropriate provision, if any, as shall be required in conformity with Agreement
Accounting Principles shall have been made therefor.

      (E) Insurance. The Borrower shall maintain for itself and its
Subsidiaries, or shall cause each of its Subsidiaries to maintain in full force
and effect, insurance policies and programs as reflect coverage that is
reasonably consistent with prudent industry practice. Such policies shall not be
cancelled or cancellable by the Borrower, the Subsidiaries or the providers
thereof without at least thirty days prior written notice thereof to the
Borrower and the Collateral Agent. The Borrower shall deliver to the
Administrative Agent endorsements in form and substance reasonably acceptable to
the Administrative Agent (x) to all "All Risk" physical damage insurance
policies on all of the Borrower's and its Material Domestic Subsidiaries'
tangible personal property naming the Collateral Agent as loss payee and (y) to
all general liability and other liability policies naming the Administrative
Agent, the Collateral Agent and the Lenders as additional insureds. In the event
the Borrower or any of its Subsidiaries at any time or times hereafter shall
fail to obtain or maintain any of the policies or insurance required herein or
to pay any premium in whole or in part relating thereto, then the Administrative
Agent, without waiving or releasing any obligations or resulting Default
hereunder, may at any time or times thereafter (but shall be under no obligation
to do so) obtain and maintain such policies of insurance and pay such premiums
and take any other action with respect thereto which the Administrative Agent
reasonably deems advisable. All sums so disbursed by the Administrative Agent
shall constitute part of the Obligations, payable as provided in this Agreement.
The Borrower shall direct (and, if applicable, shall cause its Material Domestic
Subsidiaries to direct) all insurers under policies of property damage and
boiler and machinery insurance and payors under any condemnation claim or award
relating to the property to pay all proceeds payable under such policies or with
respect to such claim or award for any loss with respect to the Collateral
directly to the Collateral Agent, for the benefit of the Collateral Agent, the
Administrative Agent, the Holders of Secured Obligations, and the other parties
subject to the Intercreditor Agreement; provided, however, in the event that
such proceeds or awards are less than $1,000,000 ("Excluded Proceeds"), unless a
Default shall have occurred and be continuing, the Borrower shall be entitled to
retain such Excluded Proceeds; provided, further, that notwithstanding the
foregoing, unless a Default shall have occurred and be continuing, the Borrower
may retain or receive any insurance proceeds resulting from the damage or
destruction of any of its or its Subsidiaries' Property if (x) such insurance
proceeds are used by the Borrower or the applicable Subsidiary within 365 days
of the occurrence of such damage or destruction to acquire new Property in
replacement of such damaged or destroyed Property and (y) the value of the new
Property is either (1) less than the value of the damaged or destroyed Property,
in which case the Borrower shall promptly prepay the Revolving Credit
Obligations in an amount equal to the excess of the insurance proceeds resulting
from such loss over the value of the new Property, or (2) reasonably equivalent
to or exceeds the value of the damaged or destroyed Property. Each such policy
shall contain a loss-payable endorsement naming the Collateral Agent as loss
payee, which endorsement shall be in form and substance acceptable to the
Collateral Agent. Notwithstanding anything to the contrary

                                       59
<PAGE>

set forth above, the Borrower shall not be required to remit to the Collateral
Agent, the Administrative Agent or any Holder of Secured Obligations any
insurance proceeds resulting under its Electronic Errors & Omissions Policy so
long as such proceeds are promptly remitted to the customer of the Borrower or
the applicable Subsidiary entitled to such proceeds. If the Administrative Agent
or any Lender receives insurance proceeds arising under the Electronic Errors &
Omissions Policy, the Administrative Agent or the applicable Lender shall remit
such proceeds to the Borrower for application toward the applicable customer's
claim.

      (F) Inspection of Property; Books and Records; Discussions. The Borrower
shall permit and cause each of the Borrower's Subsidiaries to permit, the
Administrative Agent (or its Affiliates) or any authorized representative(s)
designated by the Administrative Agent consisting of (1) employees of one or
more of the other Lenders (or their Affiliates), (2) financial advisors or
financial consultants, including, without limitation, auditors or (3) asset
valuation or asset audit advisors or consultants to visit and inspect any of the
properties of the Borrower or any of its Subsidiaries, to examine, audit, check
and make copies of their respective financial and accounting records, books,
journals, orders, receipts and any correspondence and other data relating to
their respective businesses or the transactions contemplated hereby (including,
without limitation, in connection with environmental compliance, hazard or
liability), and to discuss their affairs, finances and accounts with their
officers and independent certified public accountants (and such accountants are
hereby authorized to disclose to the Administrative Agent and the Lenders any
and all financial statements and other supporting financial documents with
respect to the business, financial conditions and other affairs of the Borrower
and its Subsidiaries), all upon reasonable notice and at such reasonable times
during normal business hours; provided no more than two such audits or
examinations shall be conducted during any twelve-month period unless a Default
has occurred and is continuing. The Borrower shall keep and maintain, and cause
each of the Borrower's Subsidiaries to keep and maintain, in all material
respects, proper books of record and account in which entries in conformity with
Agreement Accounting Principles shall be made of all dealings and transactions
in relation to their respective businesses and activities. If a Default has
occurred and is continuing, the Borrower, upon the Administrative Agent's or the
Required Lenders' request, shall turn over copies of any such records to the
Administrative Agent or its representatives.

      (G) ERISA Compliance. The Borrower shall, and shall cause each of the
Borrower's Subsidiaries to, establish, maintain and operate all Plans and
Non-ERISA Commitments to comply in all material respects with the provisions of
ERISA, the Code, all other applicable laws, and the regulations and
interpretations thereunder and the respective requirements of the governing
documents for such Plans and Non-ERISA Commitments except where such
non-compliance will not have or is not reasonably likely to subject the Borrower
or any of its Subsidiaries to liability, individually or in the aggregate, in
excess of $5,000,000.

      (H) Maintenance of Property. The Borrower shall cause all property used or
useful in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order, ordinary wear
and tear excepted, and supplied with all necessary equipment and shall cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Borrower may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section 7.2(H) shall prevent the

                                       60
<PAGE>

Borrower from discontinuing the operation or maintenance of any of such property
if such discontinuance is, in the judgment of the Borrower, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Administrative Agent or the
Lenders.

      (I) Environmental Compliance. The Borrower and its Subsidiaries shall
comply with all Environmental, Health or Safety Requirements of Law, except
where noncompliance will not have or is not reasonably likely to subject the
Borrower or any of its Subsidiaries to liability, individually or in the
aggregate, in excess of $5,000,000 (excluding from such calculation liabilities
covered by insurance as to which a claim has been filed and the insurance
company has not disclaimed or reserved the right to disclaim coverage).

      (J) Use of Proceeds. The Borrower shall use the proceeds of the Loans for
general corporate purposes of the Borrower and its Subsidiaries.

      (K) Addition of Guarantors; Subsidiary Collateral Documents. The Borrower
shall cause each Material Domestic Subsidiary (including Subsidiaries existing
as of the date hereof which are or become Material Domestic Subsidiaries and any
New Subsidiaries which qualify as Material Domestic Subsidiaries) to execute and
deliver to the Administrative Agent, the Guaranty or a supplement thereto in the
form of Exhibit I attached hereto to become a Guarantor under the Guaranty and
deliver appropriate corporate resolutions, opinions and other documentation in
form and substance reasonably satisfactory to the Administrative Agent, such
Guaranty or supplement thereto and other documentation to be delivered to the
Administrative Agent (i) as promptly as possible but in any event within thirty
(30) days after the date of the creation, acquisition of capitalization of a New
Subsidiary which qualifies as a Material Domestic Subsidiary, and (ii) as
promptly as possible but in any event within thirty (30) days of determination
that a Subsidiary needs to be added as a Guarantor. Within such thirty (30) day
period, the Borrower shall cause such new Material Domestic Subsidiary to also
execute and deliver (i) a supplement to the Security Agreement or a security
agreement in form and substance substantially similar to the Security Agreement,
pursuant to which such new Material Domestic Subsidiary shall grant to the
Collateral Agent a Lien upon substantially all of its personal property,
including, without limitation, all of its Equity Interests in its Domestic
Subsidiaries, and (ii) if requested by the Administrative Agent or the
Collateral Agent, such other Collateral Documents, including, without
limitation, financing statements, stock certificates, stock powers and control
agreements, in order to provide the Collateral Agent with a first priority
perfected Lien upon substantially all of such new Material Domestic Subsidiary's
personal property. The Borrower shall also cause such new Material Domestic
Subsidiary to execute and/or deliver appropriate organizational documents,
resolutions and other documentation in form and substance reasonably acceptable
to the Administrative Agent and the Collateral Agent evidencing, among other
things, the authority and power of such new Material Domestic Subsidiary to
enter into the aforementioned Loan Documents and, if requested by the
Administrative Agent or the Collateral Agent, opinions of counsel in form and
substance reasonably acceptable to the Administrative Agent or Collateral Agent,
as applicable.

      (L) Foreign Employee Benefit Compliance. The Borrower shall, and shall
cause each of its Subsidiaries and each member of its Controlled Group to
establish, maintain and operate all Foreign Employee Benefit Plans to comply in
all material respects with all laws, regulations and

                                       61
<PAGE>

rules applicable thereto and the respective requirements of the governing
documents for such Plans, except where noncompliance will not have or is not
reasonably likely to subject the Borrower or any of its Subsidiaries to
liability, individually or in the aggregate, in excess of $5,000,000.

      (M) Restructuring Advisor. At any time prior to the completion of the
Catalina Re-Audit, within 30 days of a request by the Administrative Agent and
the Required Lenders, the Borrower shall retain a restructuring advisor
acceptable to the Administrative Agent. Any such restructuring advisor shall
report directly to the Borrower's Board of Directors and shall, among other
things, counsel the Borrower with respect to issues reasonably identified by the
Administrative Agent or take actions reasonably requested by the Administrative
Agent. In addition, if the Administrative Agent or the Required Lenders so
direct, the Administrative Agent (or its counsel) will engage, at the Borrower's
expense, a restructuring advisor or a forensic accountant to act on behalf of
the Administrative Agent and the Lenders.

      (N) Cash Management. Until the occurrence of the 2003 Financials Delivery
Date, the Borrower shall maintain, and shall cause each of its Affiliates to
maintain, substantially all of their respective cash located or otherwise
maintained in the United States net of outstanding payroll and disbursement
checks in excess of $5,000,000 (such amount up to $5,000,000, the "Payroll
Amount") with one or more Lenders on terms and conditions acceptable to the
Administrative Agent; provided, however, that if a Default or Unmatured Default
is in existence on the 2003 Financials Delivery Date, the Borrower and its
Affiliates shall be required to continue to maintain their cash with the Lenders
until such Default or Unmatured Default is cured or waived. The Payroll Amount
shall be deposited with SunTrust Bank or one or more Lenders.

      7.3 Negative Covenants.

      (A) Sales of Assets. Neither the Borrower nor any of its Subsidiaries
shall sell, assign, transfer, lease, convey or otherwise dispose of any
Property, whether now owned or hereafter acquired, or any income or profits
therefrom, or enter into any agreement to do so, except:

            (i)   where such transaction is entered into in the ordinary course
      of business and consistent with past practices;

            (ii)  the disposition in the ordinary course of business of property
      that is obsolete, excess or no longer useful in the Borrower's or its
      Subsidiaries' businesses;

            (iii) sales of Equity Interests in Subsidiaries of the Borrower to
      employees or the Borrower or its Subsidiaries, provided after taking into
      account such transactions the Borrower remains in compliance with Section
      7.3(F);

            (iv)  the disposition or conversion in the ordinary course of
      business of Investments consisting of Cash Equivalents;

            (v)   the Disclosed Foreign Subsidiary Asset Sale and each Disclosed
      Domestic Subsidiary Asset Sale; provided, however, that not less than 80%
      of the consideration received in connection with any such Disclosed
      Foreign Subsidiary Asset Sale or

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      Disclosed Domestic Subsidiary Asset Sale shall be cash or Cash
      Equivalents; provided, further, that the Borrower shall comply with the
      requirements of Section 2.4(A) and Section 2.5(B) in connection with any
      such Disclosed Foreign Subsidiary Asset Sale or Disclosed Domestic
      Subsidiary Asset Sale; or

            (vi)  leases, sales, assignments, transfers, conveyances or other
      dispositions of its Property (other than transactions pursuant to clauses
      (i) through (v) above) if:

                  (1) such transaction is for not less than fair market value
                  (as determined in the good faith judgment of the Borrower's
                  Board of Directors),

                  (2) not less than 80% of the consideration received shall be
                  cash or Cash Equivalents,

                  (3) the lesser of (i) an amount equal to the net cash proceeds
                  (including Cash Equivalents) from such transaction and (ii)
                  the aggregate outstanding amount of the Revolving Credit
                  Obligations is paid by the Borrower on the date of
                  consummation of such transaction for application to the
                  Revolving Credit Obligations; provided, however, that no such
                  prepayment shall be required until the aggregate amount of net
                  cash proceeds resulting from all leases, sales, assignments,
                  transfers, conveyances or other dispositions of Property
                  subject to this Section 7.3(A)(vi) exceeds $5,000,000;
                  provided, further, that only amounts in excess of such initial
                  $5,000,000 shall be subject to the foregoing prepayment
                  requirement, and,

                  (4) simultaneously with any prepayment required under the
                  foregoing clause (3), the Aggregate Revolving Loan Commitment
                  is reduced by the amount of such prepayment; provided,
                  however, that in accordance with the foregoing clause (3), the
                  Aggregate Revolving Loan Commitment shall not be reduced by
                  the first $5,000,000 of net cash proceeds resulting from
                  transactions subject to this Section 7.3(A)(vi);

      The Borrower shall be required to obtain the written consent of the
      Supermajority Lenders prior to the consummation of any Asset Sale governed
      by Section 7.3(A)(vi) if (x) such Asset Sale occurs after the date on
      which the Borrower and/or its Subsidiaries have consummated Asset Sales
      permitted under Section 7.3(A)(vi) which generated aggregate net cash
      proceeds (including Cash Equivalents) in excess of $5,000,000 or (y) such
      Asset Sale would generate proceeds that would cause such aggregate net
      cash proceeds to exceed $5,000,000. Prepayments required under this
      Section 7.3(A) shall be made on the dates and in the manner required under
      Section 2.4(A) and Section 2.5(B).

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      (B) Liens. Neither the Borrower nor any of its Subsidiaries shall directly
or indirectly create, incur, assume or permit to exist any Lien on or with
respect to any of their respective property or assets except:

            (i)    Liens, if any, created by the Loan Documents or otherwise
      securing the Secured Obligations;

            (ii)   Permitted Existing Liens;

            (iii)  Customary Permitted Liens;

            (iv)   purchase money Liens (including the interest of a lessor
      under a Capitalized Lease and Liens to which any property is subject at
      the time of the Borrower's acquisition thereof) securing Purchase Money
      Indebtedness; provided that such Liens shall not apply to any property of
      the Borrower or its Subsidiaries other than that purchased or subject to
      such Capitalized Lease and provided further the Indebtedness secured
      thereby does not exceed $1,000,000 in the aggregate principal amount
      outstanding at any time;

            (v)    Liens in favor of the Collateral Agent pursuant to the
      Collateral Documents and subject to the Intercreditor Agreement securing
      Indebtedness evidenced by the Catalina Japanese Financing;

            (vi)   Liens securing Indebtedness of the Borrower or its
      Subsidiaries to a Loan Party so long as such Liens are subordinated,
      pursuant to terms acceptable to the Collateral Agent and the
      Administrative Agent, to the Liens created under the Loan Documents;

            (vii)  Liens existing on the Closing Date and securing Wachovia
      Lease Program Indebtedness permitted under Section 7.3(O) (including,
      without limitation, Liens upon Property that replaces Property initial
      securing Wachovia Lease Program Indebtedness on the Closing Date);

            (viii) Liens against the Borrower's headquarters, consisting of real
      property, including leasehold improvements, located in St. Petersburg,
      Florida; and

            (ix)   Liens granted by Catalina Marketing Japan, K.K. upon its
      Property or Liens granted on the Equity Interests of Catalina Marketing
      Japan, K.K. to secure obligations owing in connection with the Catalina
      Japanese Financing.

In addition, neither the Borrower nor any of its Subsidiaries shall become a
party to any agreement, note, indenture or other instrument, or take any other
action, which would prohibit the creation of a Lien on any of its properties or
other assets in favor of the Collateral Agent for the benefit of the parties
subject to the Intercreditor Agreement or the Administrative Agent for the
benefit of itself and the Holders of Secured Obligations, as collateral for the
Secured Obligations or the obligations subject to the Intercreditor Agreement,
as applicable; provided that any agreement, note, indenture or other instrument
in connection with Purchase Money Indebtedness (including Capitalized Leases)
may prohibit the creation of a Lien in favor of the

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Collateral Agent for the benefit of itself and the other parties subject to the
Intercreditor Agreement or Administrative Agent for the benefit of itself and
the Holders of Secured Obligations or require the subordination of any such Lien
on the items of property obtained with the proceeds of such Purchase Money
Indebtedness.

      (C) Investments. Neither the Borrower nor any of its Subsidiaries shall
directly or indirectly make or own any Investment except:

            (i)   Investments in cash and Cash Equivalents;

            (ii)  Permitted Existing Investments in an amount not greater than
      the amount thereof on the Closing Date;

            (iii)  Investments in trade receivables or received in connection
      with the bankruptcy or reorganization of suppliers and customers and in
      settlement of delinquent obligations of, and other disputes with,
      customers and suppliers arising in the ordinary course of business;

            (iv)   Investments consisting of deposit accounts maintained by the
      Borrower and its Subsidiaries in the ordinary course of business in
      connection with its cash management system;

            (v)    Investments consisting of non-cash consideration from a sale,
      assignment, transfer, lease, conveyance or other disposition of property
      permitted by Section 7.3(A);

            (vi)   Investments of the Borrower in any Guarantor or Investments
      of any Guarantor in the Borrower or any other Guarantor;

            (vii)  Investments of the Borrower in non-Guarantor Subsidiaries and
      other Persons in an aggregate amount not to exceed $10,000,000; and

            (viii) Investments in counterparties arising out of Hedging
      Arrangements permitted pursuant to Section 7.3(L).

      (D) Conduct of Business; New Subsidiaries; Acquisitions. Neither the
Borrower nor any of its Subsidiaries shall engage in any business other than the
businesses engaged in by the Borrower and its Subsidiaries on the date hereof
and any business or activities which are reasonably similar, related or
incidental thereto or logical extensions thereof. The Borrower may create or
capitalize any Subsidiary ("NEW SUBSIDIARY") after the date hereof if (i) no
Default or Unmatured Default shall have occurred and be continuing or would
result therefrom; (ii) after such creation, acquisition or capitalization, all
of the representations and warranties contained herein shall be true and
correct; and (iii) after such creation capitalization the Borrower shall be in
compliance with the terms of Section 7.2(K). The Borrower shall not make any
Acquisitions.

      (E) Transactions with Shareholders and Affiliates. Except for transactions
(i) disclosed on Schedule 7.3(E), (ii) between the Borrower and the Guarantors
or between Guarantors and (ii) otherwise permitted herein, neither the Borrower
nor any of its Subsidiaries shall enter into or permit to be consummated any
transaction after the Closing Date, including, without limitation,

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the purchase, sale, lease or exchange of property, real or personal, or the
rendering of any service, with any holder or holders of Equity Interests of the
Borrower or any of its Subsidiaries or with any Affiliates, except, (i) that
such Persons may render services to the Borrower or any of its Subsidiaries for
compensation at the same rates generally paid by Persons engaged in the same or
similar businesses for the same or similar services, (ii) that the Borrower or
any of its Subsidiaries may render services to such Persons for compensation at
the same rates generally charged by the Borrower or such Subsidiary and (iii) in
either case in the ordinary course of business and pursuant to the reasonable
requirements of the Borrower's (or any Subsidiary's) business consistent with
past practice of the Borrower and its Subsidiaries and upon fair and reasonable
terms.

      (F) Restriction on Fundamental Changes; Guarantor Equity Ownership.
Neither the Borrower nor any of its Subsidiaries shall enter into any merger or
consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or
dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one
transaction or series of transactions, all or substantially all of the
Borrower's or any such Subsidiary's business or property, whether now or
hereafter acquired, except (i) transactions permitted under Sections 7.3(A) or
7.3(D), (ii) a Subsidiary of the Borrower may be merged into, liquidated into or
consolidated with the Borrower (in which case the Borrower shall be the
surviving corporation) or any wholly-owned Subsidiary of the Borrower, provided
if a Guarantor is merged into, liquidated into or consolidated with another
Subsidiary of the Borrower (or entity so acquired), the surviving Subsidiary (or
entity so acquired) shall also be or shall become a Guarantor. Other than as a
result of a transaction permitted under the terms of this Agreement, the
Borrower shall not cease to own, of record and beneficially, with sole voting
and dispositive power at least 80% of the outstanding shares of Capital Stock of
each of the Guarantors and shall not cease to have the power, directly or
indirectly, to elect (a) a majority of the members of the board of directors of
each of the Guarantors and (b) if under the applicable articles or certificate
of incorporation (or similar governing document), shareholder's agreements or
under applicable law a higher percentage of the board of directors is required
for the consummation of any transaction by any Guarantor, then such larger
percentage of the members of the board of directors.

      (G) Margin Regulations. Neither the Borrower nor any of its Subsidiaries,
shall use all or any portion of the proceeds of any credit extended under this
Agreement to purchase or carry Margin Stock.

      (H) ERISA. The Borrower shall not

            (i)   engage, or permit any of its Subsidiaries to engage, in any
      prohibited transaction described in Sections 406 of ERISA or 4975 of the
      Code for which a statutory or class exemption is not available or a
      private exemption has not been previously obtained from the DOL;

            (ii)  permit to exist any accumulated funding deficiency (as defined
      in Sections 302 of ERISA and 412 of the Code), with respect to any Benefit
      Plan, whether or not waived;

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<PAGE>

            (iii) fail, or permit any Controlled Group member to fail, to pay
      timely required contributions or annual installments due with respect to
      any waived funding deficiency to any Benefit Plan;

            (iv)  terminate, or permit any Controlled Group member to terminate,
      any Benefit Plan which would result in liability of the Borrower or any
      Controlled Group member under Title IV of ERISA;

            (v)   fail to make any contribution or payment to any Multiemployer
      Plan which the Borrower or any Controlled Group member may be required to
      make under any agreement relating to such Multiemployer Plan, or any law
      pertaining thereto;

            (vi)  fail, or permit any Controlled Group member to fail, to pay
      any required installment or any other payment required under Section 412
      of the Code on or before the due date for such installment or other
      payment; or

            (vii) amend, or permit any Controlled Group member to amend, a Plan
      resulting in an increase in current liability for the plan year such that
      the Borrower or any Controlled Group member is required to provide
      security to such Plan under Section 401(a)(29) of the Code,

except where such transactions, events, circumstances, or failures are not,
individually or in the aggregate, reasonably expected to result in liability
individually or in the aggregate in excess of $5,000,000 or have a Material
Adverse Effect.

      (I) Corporate Documents. Neither the Borrower nor any of its Subsidiaries
shall amend, modify or otherwise change any of the terms or provisions in any of
their respective constituent documents as in effect on the date hereof in any
manner materially adverse to the interests of the Lenders, without the prior
written consent of the Required Lenders.

      (J) Fiscal Year. Neither the Borrower nor any of its consolidated
Subsidiaries shall change its fiscal year for accounting or tax purposes from a
twelve-month period ending March 31 of each year.

      (K) Subsidiary Covenants. The Borrower will not, and will not permit any
Subsidiary to, create or otherwise cause to become effective any consensual
encumbrance or restriction of any kind on the ability of any Subsidiary to pay
dividends or make any other distribution on its stock, pay any Indebtedness or
other Obligation owed to the Borrower or any other Subsidiary, make loans or
advances or other Investments in the Borrower or any other Subsidiary, to sell,
transfer or otherwise convey any of its property to the Borrower or any other
Subsidiary or merge, consolidate with or liquidate into the Borrower or any
other Subsidiary.

      (L) Hedging Obligations. The Borrower shall not and shall not permit any
of its Subsidiaries to enter into any Hedging Arrangements other than Hedging
Arrangements entered into by the Borrower or its Subsidiaries with Lenders
pursuant to which the Borrower or such Subsidiary has hedged its or its
Subsidiaries reasonably estimated interest rate, foreign currency or commodity
exposure and which are of a non-speculative nature. Such permitted Hedging

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Arrangements entered into by the Borrower and any Lender or any affiliate of any
Lender are sometimes referred to herein as "HEDGING AGREEMENTS."

      (M) Non-Guarantor Subsidiaries. The Borrower will not at any time permit
the EBITDA attributable to all of its Subsidiaries which are not Guarantors to
exceed twenty percent (20%) of Consolidated EBITDA of the Borrower and its
consolidated Subsidiaries.

      (N) Restricted Payments. The Borrower shall not and shall not permit any
of its Subsidiaries to declare or make any Dividend, except Dividends of any
Subsidiary of the Borrower to the Borrower or to a Guarantor. Neither the
Borrower nor any of its Subsidiaries shall make or cause any redemption,
retirement, purchase or other acquisition for value, direct or indirect, of any
Equity Interests of the Borrower or any of its Subsidiaries now or hereafter
outstanding.

      (O) Indebtedness. Neither the Borrower nor any Subsidiary shall incur or
be liable in respect of any Indebtedness other than:

            (i)   Indebtedness evidenced by this Agreement;

            (ii)  Indebtedness under facilities or other instruments of
      Indebtedness identified in Schedule 6.21;

            (iii) Indebtedness owing by the Borrower to a Material Domestic
      Subsidiary or by a Material Domestic Subsidiary to the Borrower or another
      Material Domestic Subsidiary; provided, that no Indebtedness owing by a
      Material Domestic Subsidiary to the Borrower or any other Material
      Domestic Subsidiary shall be permitted under this clause (iii) unless such
      Material Domestic Subsidiary shall have made the deliveries required of it
      under Section 7.2(K);

            (iv)  Indebtedness owing by the Borrower or a Subsidiary thereof to
      an Affiliate thereof that is not covered by the foregoing clause (iii) and
      constitutes an Investment permitted under Section 7.3(C);

            (v)   Indebtedness which constitutes a replacement, renewal,
      refinancing or extension of any Indebtedness permitted by this Agreement
      that (i) does not exceed the aggregate principal amount (plus accrued
      interest and any applicable premium and associated fees and expenses) of
      the Indebtedness being replaced, renewed, refinanced or extended, (ii)
      does not have a weighted average life to maturity at the time of such
      replacement, renewal, refinancing or extension that is less than the
      weighted average life to maturity of the Indebtedness being replaced,
      renewed, refinanced or extended, and (iii) does not rank at the time of
      such replacement, renewal, refinancing or extension senior to the
      Indebtedness being replaced, renewed, refinanced or extended;

            (vi)  Indebtedness evidenced by the Catalina Japanese Financing,
      including, without limitation, obligations arising under guarantees by the
      Borrower and certain of its Affiliates of amounts owing in connection with
      the Catalina Japanese Financing;

            (vii) Wachovia Lease Program Indebtedness; and

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<PAGE>

            (viii) Indebtedness not described in clauses (i) through (vii) so
      long as the aggregate amount of such Indebtedness at no time exceeds
      $3,000,000.

      (P) Most Favored Lender. The Borrower will not (a) enter into or, with
respect to Indebtedness in excess of the dollar equivalent of $1,000,000, remain
party to any indenture, agreement or other instrument under which it has
incurred or is otherwise liable for Indebtedness, or (b) agree to any amendment,
waiver, consent, modification, refunding, refinancing or replacement of any
indenture, agreement or other instrument, in either case, with terms the effect
of which is to (i) include a Material Term which imposes a restriction,
limitation or obligation in favor of another lender not imposed upon the
Borrower in favor of the Administrative Agent and the Lenders by this Agreement
or the other Loan Documents, or (ii) revise or alter any Material Term set forth
in any indenture, agreement or instrument the effect of which is to impose a
restriction, limitation or obligation in favor of another lender not imposed
upon the Borrower in favor of the Administrative Agent and the Lenders by this
Agreement or any other Loan Document, unless the Borrower concurrently (x)
notifies the Administrative Agent thereof and (y) incorporates into this
Agreement such additional, altered or revised Material Term. If the
Administrative Agent at the time so elects by notice to the Borrower and the
Lenders, the incorporation of each such additional Material Term shall be deemed
to occur automatically without any further action or the execution of any
additional document by any of the parties to this Agreement. If the
Administrative Agent does not elect to effect such an automatic incorporation of
a Material Term, the Administrative Agent shall promptly tender to the Borrower
for its execution an amendment (executed by the Administrative Agent on behalf
of itself and the Lenders) incorporating such additional Material Term into this
Agreement and shall promptly deliver a copy of such amendment to the Lenders.
The Borrower, the Administrative Agent, and the Lenders agree that all Material
Terms now or from time to time hereafter set forth in the agreements, documents,
and instruments evidencing the Wachovia Lease Program Indebtedness that impose
restrictions, limitations or obligations upon the Borrower that are not imposed
by this Agreement or the other Loan Documents are hereby automatically
incorporated herein and that no notice with respect thereto need be delivered by
the Borrower on the Closing Date; provided, however, that no default, event of
default, representation, warranty, agreement, restriction, limitation or
obligation with respect to or otherwise relating to collateral securing the
repayment of the Wachovia Lease Program Indebtedness that is set forth in the
agreements, documents and instruments evidencing such Wachovia Lease Program
Indebtedness is incorporated by reference in this Agreement or the other Loan
Documents.

      7.4 Financial Covenants. The Borrower shall comply with the following:

      (A) Maximum Leverage Ratio. The Borrower shall not permit the ratio (the
"LEVERAGE RATIO") of (i) the sum of (a) all Indebtedness (other than (i) Hedging
Obligations and (ii) the Wachovia Lease Program Indebtedness) of the Borrower
and its Subsidiaries to (ii) EBITDA at any time to be greater than 2.50 to 1.00.
The Leverage Ratio shall be calculated, in each case, determined as of the last
day of each month based upon (a) for Indebtedness, Indebtedness as of the last
day of each such month; and (b) for EBITDA, the actual amount for the twelve
month period ending on such day. All financial information used to calculate the
Leverage Ratio shall be subject to the Catalina Re-Audit and any restatements of
or modifications to financial statements or financial information resulting
therefrom.

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      (B) Interest Expense Coverage Ratio. The Borrower shall maintain a ratio
(the "INTEREST EXPENSE COVERAGE RATIO") of (i) EBIT for such period to (ii)
Interest Expense for such period of at least 3.00 to 1.00. The Interest Expense
Coverage Ratio shall be calculated as of the last day of each month for the
twelve month period ending on such day. All financial information used to
calculate the Interest Expense Coverage Ratio shall be subject to the Catalina
Re-Audit and any restatements of or modifications to financial statements or
financial information resulting therefrom.

      (C) Capital Expenditures. During the period beginning on the Closing Date
and ending on the later of the Termination Date and the date on which all of the
Revolving Loan Commitments have been terminated or have expired and all of the
Secured Obligations have been fully repaid, the Borrower shall not, nor shall it
permit any Subsidiary to, expend, or be committed to expend, in excess of
$70,000,000 for Capital Expenditures in the aggregate for the Borrower and its
Subsidiaries.

                             ARTICLE VIII: DEFAULTS

      8.1 Defaults. Each of the following occurrences shall constitute a Default
under this Agreement:

      (A) Failure to Make Payments When Due. The Borrower shall (i) fail to pay
when due any of the Obligations consisting of principal with respect to the
Loans, (ii) shall fail to pay within three (3) Business Days of the date when
due any of the Obligations consisting of interest with respect to the Loans, or
(iii) shall fail to pay within five (5) Business Days of the date when due any
of the other Obligations under this Agreement or the other Loan Documents.

      (B) Breach of Certain Covenants. The Borrower shall fail duly and
punctually to perform or observe any agreement, covenant or obligation binding
on the Borrower or there shall otherwise be a breach of any covenant under:

            (i)   Sections 7.1 (excluding, however, clause (B) of Section 7.1),
      7.2 (excluding, however, clauses (K), (M) and (N) of Section 7.2) or
      clauses (B), (H), (I) or (J) of Section 7.3 and such failure or breach
      shall continue unremedied for fifteen days;

            (ii)  Clause (B) of Section 7.1, Section 7.3 (other than those
      clauses of Section 7.3 covered pursuant to clause (i) above) or Section
      7.4; or

            (iii) Clauses (K), (M) or (N) of Section 7.2 and such failure or
      breach shall continue unremedied for five days.

      (C) Breach of Representation or Warranty. Any representation or warranty
made or deemed made by the Borrower to the Administrative Agent or any Lender
herein or by the Borrower or any of its Subsidiaries in any of the other Loan
Documents or in any statement or certificate at any time given by any such
Person pursuant to any of the Loan Documents shall be false or misleading in any
material respect on the date as of which made (or deemed made).

      (D) Other Defaults. The Borrower shall default in the performance of or
compliance with any term contained in this Agreement (other than as covered by
paragraphs (A), (B) or (C)

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<PAGE>

of this Section 8.1), or the Borrower or any of its Subsidiaries shall default
in the performance of or compliance with any term contained in any of the other
Loan Documents, and such default shall continue for thirty (30) days after the
occurrence thereof.

      (E) Default as to Indebtedness. The Borrower or any of its Subsidiaries
shall fail to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise) with respect to any Indebtedness
(other than Indebtedness hereunder, but including, without limitation,
Disqualified Stock held by a Person other than the Borrower or any of its
Subsidiaries and Off-Balance Sheet Liabilities), beyond any period of grace
provided with respect thereto; or any breach, default or event of default shall
occur, or any other condition shall exist under any instrument, agreement or
indenture pertaining to any such Indebtedness, beyond any period of grace, if
any, provided with respect thereto, if the effect thereof is to cause an
acceleration, mandatory redemption, a requirement that the Borrower offer to
purchase such Indebtedness or other required repurchase of such Indebtedness, or
permit the holder(s) of such Indebtedness to accelerate the maturity of any such
Indebtedness or require a redemption or other repurchase of such Indebtedness;
or any such Indebtedness shall be otherwise declared to be due and payable (by
acceleration or otherwise) or required to be prepaid, redeemed or otherwise
repurchased by the Borrower or any of its Subsidiaries (other than by a
regularly scheduled required prepayment) prior to the stated maturity thereof.

      (F) Involuntary Bankruptcy; Appointment of Receiver, Etc.

            (i)   An involuntary case shall be commenced against the Borrower or
      any of the Borrower's Subsidiaries and the petition shall not be
      dismissed, stayed, bonded or discharged within sixty (60) days after
      commencement of the case; or a court having jurisdiction in the premises
      shall enter a decree or order for relief in respect of the Borrower or any
      of the Borrower's Subsidiaries in an involuntary case, under any
      applicable bankruptcy, insolvency or other similar law now or hereinafter
      in effect; or any other similar relief shall be granted under any
      applicable federal, state, local or foreign law.

            (ii)  A decree or order of a court having jurisdiction in the
      premises for the appointment of a receiver, liquidator, sequestrator,
      trustee, custodian or other officer having similar powers over the
      Borrower or any of the Borrower's Subsidiaries or over all or a
      substantial part of the property of the Borrower or any of the Borrower's
      Subsidiaries shall be entered; or an interim receiver, trustee or other
      custodian of the Borrower or any of the Borrower's Subsidiaries or of all
      or a substantial part of the property of the Borrower or any of the
      Borrower's Subsidiaries shall be appointed or a warrant of attachment,
      execution or similar process against any substantial part of the property
      of the Borrower or any of the Borrower's Subsidiaries shall be issued and
      any such event shall not be stayed, dismissed, bonded or discharged within
      sixty (60) days after entry, appointment or issuance.

      (G) Voluntary Bankruptcy; Appointment of Receiver, Etc. The Borrower or
any of the Borrower's Subsidiaries shall (i) commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, (ii) consent to the entry of an order for relief in an involuntary case,
or to the conversion of an involuntary case to a voluntary case,

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under any such law, (iii) consent to the appointment of or taking possession by
a receiver, trustee or other custodian for all or a substantial part of its
property, (iv) make any assignment for the benefit of creditors, (v) take any
corporate action to authorize any of the foregoing or (vi) is generally not
paying, or admits in writing its inability to pay, its debts as they become due.

      (H) Judgments and Attachments. Any money judgment(s), writ or warrant of
attachment, or similar process against the Borrower or any of its Subsidiaries
or any of their respective assets involving in any single case or in the
aggregate an amount in excess of $5,000,000 is or are entered and shall remain
undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days or
in any event later than fifteen (15) days prior to the date of any proposed sale
thereunder (excluding from such calculation amounts covered by insurance as to
which a claim has been filed and the insurance company has not disclaimed or
reserved the right to disclaim coverage unless enforcement has commenced with
respect to such judgment and the applicable insurance company has not reimbursed
the Borrower or its Subsidiaries for such amounts covered by insurance).

      (I) Dissolution. Any order, judgment or decree shall be entered against
the Borrower or any Guarantor decreeing its involuntary dissolution or split up
and such order shall remain undischarged and unstayed for a period in excess of
sixty (60) days; or the Borrower or any Guarantor shall otherwise dissolve or
cease to exist except as specifically permitted by this Agreement.

      (J) Loan Documents. At any time, for any reason, (i) any Loan Document as
a whole that materially affects the ability of the Administrative Agent, or any
of the Lenders to enforce the Secured Obligations ceases to be in full force and
effect, (ii) the Borrower or any of the Borrower's Subsidiaries party thereto
seeks to repudiate its obligations under any Loan Document, and (iii) any Lien
in favor of the Collateral Agent, the Administrative Agent or any Holder of
Secured Obligations granted under the Loan Documents shall be unperfected or
shall not have the priority contemplated by the Loan Documents and such lack of
perfection or priority shall result in a Material Adverse Effect.

      (K) Termination Event. Any Termination Event occurs which the Required
Lenders believe is reasonably likely to subject either the Borrower or any
Controlled Group member to liability individually or in the aggregate in excess
of $5,000,000.

      (L) Waiver of Minimum Funding Standard. If the plan administrator of any
Plan applies under Section 412(d) of the Code for a waiver of the minimum
funding standards of Section 412(a) of the Code and any Lender believes the
substantial business hardship upon which the application for the waiver is based
could reasonably be expected to subject either the Borrower or any Controlled
Group member to liability individually or in the aggregate in excess of
$5,000,000.

      (M) Change of Control. A Change of Control shall occur.

      (N) Hedging Agreements. Nonpayment by the Borrower within three (3)
Business Days when due of any obligation under any Hedging Agreement or the
breach by the Borrower of any

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other term, provision or condition contained in any such Hedging Agreement and
such breach shall continue unremedied for thirty (30) days.

      (O) Environmental Matters. The Borrower or any of its Subsidiaries shall
be the subject of any proceeding or investigation pertaining to (i) the Release
by the Borrower or any of its Subsidiaries of any Contaminant into the
environment, (ii) the liability of the Borrower or any of its Subsidiaries
arising from the Release by any other Person of any Contaminant into the
environment, or (iii) any violation of any Environmental, Health or Safety
Requirements of Law which by the Borrower or any of its Subsidiaries, which, in
any case, has or is reasonably likely to subject either the Borrower or its
Subsidiaries to liability individually or in the aggregate in excess of
$5,000,000 (excluding from such calculation amounts covered by insurance as to
which a claim has been filed and the insurance company has not disclaimed or
reserved the right to disclaim coverage unless enforcement has commenced with
respect to such payment of such liabilities and the applicable insurance company
has not reimbursed the Borrower or its Subsidiaries for such amounts covered by
insurance).

      (P) Guarantor Revocation. Other than in connection with the release of a
Guarantor in connection with a transaction permitted under this Agreement, any
Guarantor shall terminate or revoke any of its obligations under the Guaranty or
breach any of the material terms of the Guaranty.

      (Q) Financial Information Restatement Limit. At any time during the period
which the Catalina Re-Audit takes place, all or any part of the Catalina
Re-Audit shall result in a reduction of previously reported Cash Flow From
Operating Activities for any individual period or several periods taken together
in excess of $20,000,000.

      (R) Termination or Resignation of Auditor. PricewaterhouseCoopers LLP
shall either be terminated or resign from its audit of the Borrower's and its
Subsidiaries' financial statements, including, without limitation, its
engagement to conduct the Catalina Re-Audit.

      A Default shall be deemed "continuing" until cured or until waived in
writing in accordance with Section 9.3.

 ARTICLE IX: ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES

      9.1 Termination of Revolving Loan Commitments; Acceleration. If any
Default described in Section 8.1(F) or 8.1(G) occurs with respect to the
Borrower, the obligations of the Lenders to make Loans hereunder and the
obligation of the Issuing Bank to issue Letters of Credit hereunder shall
automatically terminate and the Secured Obligations shall immediately become due
and payable without any election or action on the part of the Administrative
Agent or any Lender. If any other Default occurs, the Required Lenders may
terminate or suspend the obligations of the Lenders to make Loans hereunder and
the obligation of the Issuing Bank to issue Letters of Credit hereunder, or
declare the Secured Obligations to be due and payable, or both, whereupon, upon
notice of such to the Borrower, the Secured Obligations shall become immediately
due and payable, without presentment, demand, protest or notice of any kind, all
of which the Borrower expressly waives.

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      9.2 Defaulting Lender. In the event that any Lender fails to fund its Pro
Rata Share of any Advance requested or deemed requested by the Borrower (or an
Advance to repay Swing Line Loans to the Swing Line Bank or Reimbursement
Obligations to the Issuing Bank), which such Lender is obligated to fund under
the terms of this Agreement (the funded portion of such Advance being
hereinafter referred to as a "NON PRO RATA LOAN"), until the earlier of such
Lender's cure of such failure and the termination of the Revolving Loan
Commitments, the proceeds of all amounts thereafter repaid to the Administrative
Agent by the Borrower and otherwise required to be applied to such Lender's
share of all other Obligations pursuant to the terms of this Agreement shall be
advanced to the Borrower by the Administrative Agent on behalf of such Lender to
cure, in full or in part, such failure by such Lender, but shall nevertheless be
deemed to have been paid to such Lender in satisfaction of such other
Obligations (the amounts so advanced being referred to as "CURE LOANS").
Notwithstanding anything in this Agreement to the contrary:

            (i)   the foregoing provisions of this Section 9.2 shall apply only
      with respect to the proceeds of payments of Obligations and shall not
      affect the conversion or continuation of Loans pursuant to Section 2.9;

            (ii)  any such Lender shall be deemed to have cured its failure to
      fund its Pro Rata Share, of any Advance at such time as an amount equal to
      such Lender's original Pro Rata Share of the requested principal portion
      of such Advance is fully funded to the Borrower, whether made by such
      Lender itself or by operation of the terms of this Section 9.2, and
      whether or not the Non Pro Rata Loan with respect thereto has been repaid,
      converted or continued;

            (iii) regardless of whether or not a Default has occurred or is
      continuing, and notwithstanding the instructions of the Borrower as to its
      desired application, all repayments of principal which, in accordance with
      the other terms of this Agreement, would be applied to the outstanding
      Loans shall be applied first, ratably to all Loans constituting Non Pro
      Rata Loans, second, ratably to Loans other than those constituting Non Pro
      Rata Loans or Cure Loans and, third, ratably to Cure Loans;

            (iv)  for so long as and until the earlier of any such Lender's cure
      of the failure to fund its Pro Rata Share of any Advance and the
      termination of the Revolving Loan Commitments, the term (x) "Required
      Lenders" for purposes of this Agreement shall mean Lenders (excluding all
      Lenders whose failure to fund their respective Pro Rata Share of such
      Advance have not been so cured) whose Pro Rata Shares represent at least
      fifty-one percent (51%) of the aggregate Pro Rata Shares of such Lenders,
      and (y) "Supermajority Lenders" for purposes of this Agreement shall mean
      Lenders (excluding all Lenders whose failure to fund their respective Pro
      Rata Share of such Advance have not been so cured) whose Pro Rata Shares
      represent at least seventy-five percent (75%) of the aggregate Pro Rata
      Shares of such Lenders; and

            (v)   for so long as and until any such Lender's failure to fund its
      Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii),
      (A) such Lender shall not be entitled to any commitment fees with respect
      to its Revolving Loan Commitment and (B) such Lender shall not be entitled
      to any letter of credit fees, which commitment fees and

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      letter of credit fees shall accrue in favor of the Lenders which have
      funded their respective Pro Rata Share of such requested Advance, shall be
      allocated among such performing Lenders ratably based upon their relative
      Revolving Loan Commitments, and shall be calculated based upon the average
      amount by which the aggregate Revolving Loan Commitments of such
      performing Lenders exceeds the sum of (I) the outstanding principal amount
      of the Loans owing to such performing Lenders, plus (II) the outstanding
      Reimbursement Obligations owing to such performing Lenders, plus (III) the
      aggregate participation interests of such performing Lenders arising
      pursuant to Section 3.5 with respect to undrawn and outstanding Letters of
      Credit.

      9.3 Amendments. Subject to the provisions of this Article IX, the Required
Lenders (or the Administrative Agent with the consent in writing of the Required
Lenders) and the Borrower may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrower hereunder or waiving any
Default hereunder; provided, however, that no such supplemental agreement,
shall, without the consent of the Supermajority Lenders, amend, modify or waive
the requirements of Section 7.3(A) or Section 7.3(C); provided, further, that no
such supplemental agreement shall, without the consent of each Lender affected
thereby:

            (i)    Postpone or extend the Revolving Loan Termination Date or any
      other date fixed for any payment of principal of, or interest on, the
      Loans, the Reimbursement Obligations or any fees or other amounts payable
      to such Lender;

            (ii)   Reduce the principal amount of any Loans or L/C Obligations,
      or reduce the rate or extend the time of payment of interest or fees
      thereon (other than (i) a waiver of the application of the default rate of
      interest pursuant to Section 2.10 hereof and (ii) as a result of a change
      in the definition of Leverage Ratio or any of the components thereof or
      the method of calculation thereof);

            (iii)  Reduce the percentage specified in the definition of Required
      Lenders or Supermajority Lenders or any other percentage of Lenders
      specified to be the applicable percentage in this Agreement to act on
      specified matters or amend the definitions of "Required Lenders",
      "Supermajority Lenders" or "Pro Rata Share";

            (iv)   Increase the amount of the Revolving Loan Commitment of such
      Lender hereunder or increase such Lender's Pro Rata Share;

            (v)    Permit the Borrower to assign its rights under this
      Agreement;

            (vi)   Other than pursuant to a transaction permitted by the terms
      of this Agreement, release any Guarantor from its obligations under the
      Guaranty;

            (vii)  Amend this Section 9.3;

            (viii) Amend Section 12.2; or

            (ix)   Other than pursuant to a transaction permitted by the terms
      of this Agreement or any other Loan Document, release any Collateral.

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No amendment of any provision of this Agreement relating to (a) the
Administrative Agent shall be effective without the written consent of the
Administrative Agent, (b) Swing Line Loans shall be effective without the
written consent of the Swing Line Bank and (c) the Issuing Bank shall be
effective without the written consent of the Issuing Bank. The Administrative
Agent may waive payment of the fee required under Section 13.3(B) without
obtaining the consent of any of the Lenders.

      9.4 Preservation of Rights. No delay or omission of the Lenders or the
Administrative Agent to exercise any right under the Loan Documents shall impair
such right or be construed to be a waiver of any Default or an acquiescence
therein, and the making of a Loan or the issuance of a Letter of Credit
notwithstanding the existence of a Default or the inability of the Borrower to
satisfy the conditions precedent to such Loan or issuance of such Letter of
Credit shall not constitute any waiver or acquiescence. Any single or partial
exercise of any such right shall not preclude other or further exercise thereof
or the exercise of any other right, and no waiver, amendment or other variation
of the terms, conditions or provisions of the Loan Documents whatsoever shall be
valid unless in writing signed by the requisite number of Lenders required
pursuant to Section 9.3, and then only to the extent in such writing
specifically set forth. All remedies contained in the Loan Documents or by law
afforded shall be cumulative and all shall be available to the Administrative
Agent and the Lenders until all of the Obligations (other than contingent
indemnity obligations) shall have been fully and indefeasibly paid and satisfied
in cash, all financing arrangements among the Borrower and the Lenders shall
have been terminated (including under Hedging Agreements or other agreements
with respect to Hedging Obligations) and all of the Letters of Credit shall have
expired, been canceled or terminated.

                          ARTICLE X: GENERAL PROVISIONS

      10.1 Survival of Representations. All representations and warranties of
the Borrower contained in this Agreement shall survive delivery of this
Agreement and the making of the Loans herein contemplated.

      10.2 Governmental Regulation. Anything contained in this Agreement to the
contrary notwithstanding, no Lender shall be obligated to extend credit to the
Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

      10.3 Headings. Section headings in the Loan Documents are for convenience
of reference only, and shall not govern the interpretation of any of the
provisions of the Loan Documents.

      10.4 Entire Agreement. The Loan Documents embody the entire agreement and
understanding among the Borrower, the Administrative Agent and the Lenders and
supersede all prior agreements and understandings among the Borrower, the
Administrative Agent and the Lenders relating to the subject matter thereof.

      10.5 Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other Lender (except to the extent to which
the Administrative Agent is authorized to act as such). The failure of any
Lender to perform any of its obligations hereunder shall not relieve any

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other Lender from any of its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns.

      10.6 Expenses; Indemnification.

      (A) Expenses. The Borrower, without duplication, shall reimburse the
Administrative Agent, the Collateral Agent and the Arranger for any reasonable
costs, internal charges and out-of-pocket expenses (including reasonable
attorneys' and paralegals' fees and time charges of attorneys and paralegals for
the Administrative Agent and the Collateral Agent, which attorneys and
paralegals may be employees of the Administrative Agent or the Collateral Agent)
paid or incurred by the Administrative Agent, the Collateral Agent or the
Arranger in connection with the preparation, negotiation, execution, delivery,
syndication, distribution (including via the Internet), review, amendment,
modification, and administration of the Loan Documents. The Borrower also
agrees, without duplication, to reimburse the Administrative Agent, the
Collateral Agent and the Arranger and the Lenders for any costs, internal
charges and out-of-pocket expenses (including attorneys' and paralegals' fees
and time charges of attorneys and paralegals for the Administrative Agent, the
Collateral Agent and the Arranger and the Lenders, which attorneys and
paralegals may be employees of the Administrative Agent, the Collateral Agent or
the Arranger or the Lenders) paid or incurred by the Administrative Agent, the
Collateral Agent or the Arranger or any Lender in connection with the collection
of the Secured Obligations and enforcement of the Loan Documents. In addition to
expenses set forth above, the Borrower agrees, without duplication, to reimburse
the Administrative Agent or the Collateral Agent, as applicable, promptly after
the Administrative Agent's or the Collateral Agent's request therefor, for each
audit, or other business analysis performed by or for the benefit of the Lenders
in connection with this Agreement or the other Loan Documents in an amount equal
to the Administrative Agent's or the Collateral Agent's then customary charges
which it charges to other similarly situated customers for each person employed
to perform such audit or analysis, plus all costs and expenses (including
without limitation, travel expenses) incurred by the Administrative Agent or the
Collateral Agent, as applicable, in the performance of such audit or analysis;
provided, the Borrower shall not be required to pay expenses for more than two
(2) such audits or analyses conducted in any twelve-month period if at a time
when no Default has occurred and is continuing. The Administrative Agent or the
Collateral Agent, as applicable, shall provide the Borrower with a detailed
statement of all reimbursements requested under this Section 10.6(A).

      (B) Indemnity. The Borrower further agrees to defend, protect, indemnify,
and hold harmless the Administrative Agent, the Collateral Agent, the Arranger
and each and all of the Lenders and each of their respective Affiliates, and
each of such Administrative Agent's, Collateral Agent's, Arranger's, Lender's,
or Affiliate's respective officers, directors, trustees, investment advisors,
employees, attorneys and agents (including, without limitation, those retained
in connection with the satisfaction or attempted satisfaction of any of the
conditions set forth in Article V) (collectively, the "INDEMNITEES") from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, expenses of any kind or nature
whatsoever (including, without limitation, the reasonable fees and disbursements
of counsel and other independent advisors for such Indemnitees in connection
with any investigative, administrative or judicial proceeding, whether or not
such Indemnitees shall be

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designated a party thereto), imposed on, incurred by, or asserted against such
Indemnitees in any manner relating to or arising out of:

            (i)   this Agreement, the other Loan Documents or any act, event or
      transaction related thereto, the making of the Loans, and the issuance of
      and participation in Letters of Credit hereunder, the management of such
      Loans or Letters of Credit, the use or intended use of the proceeds of the
      Loans or Letters of Credit hereunder, or any of the other transactions
      contemplated by the Loan Documents; or

            (ii)  any liabilities, obligations, responsibilities, losses,
      damages, personal injury, death, punitive damages, economic damages,
      consequential damages, treble damages, intentional, willful or wanton
      injury, damage or threat to the environment, natural resources or public
      health or welfare, costs and expenses (including, without limitation,
      attorney, expert and consulting fees and costs of investigation,
      feasibility or remedial action studies), fines, penalties and monetary
      sanctions, interest, direct or indirect, known or unknown, absolute or
      contingent, past, present or future relating to violation of any
      Environmental, Health or Safety Requirements of Law arising from or in
      connection with the past, present or future operations of the Borrower,
      its Subsidiaries or any of their respective predecessors in interest, or,
      the past, present or future environmental, health or safety condition of
      any respective property of the Borrower or its Subsidiaries, the presence
      of asbestos-containing materials at any respective property of the
      Borrower or its Subsidiaries or the Release or threatened Release of any
      Contaminant into the environment (collectively, the "INDEMNIFIED
      MATTERS");

provided, however, the Borrower shall have no obligation to an Indemnitee
hereunder with respect to Indemnified Matters caused primarily by or resulting
primarily from the willful misconduct or Gross Negligence of such Indemnitee
with respect to the Loan Documents, as determined by the final non-appealed
judgment of a court of competent jurisdiction. Notwithstanding the provisions of
clause (ii) above, in the event that the Lenders foreclose upon the property of
the Borrower or its Subsidiaries or otherwise assume control of such property,
then the provisions of Section 10.6(B)(ii) shall not apply to losses or costs
attributable to environmental conditions first caused by the Lenders or their
agents or representatives following the Lenders' foreclosure or other assumption
of control. If the undertaking to indemnify, pay and hold harmless set forth in
the preceding sentence may be unenforceable because it is violative of any law
or public policy, the Borrower shall contribute the maximum portion which it is
permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all Indemnified Matters incurred by the Indemnitees.

      (C) Waiver of Certain Claims; Settlement of Claims. The Borrower further
agrees to assert no claim against any of the Indemnitees on any theory of
liability seeking consequential, special, indirect, exemplary or punitive
damages. No settlement shall be entered into by the Borrower or any of its
Subsidiaries with respect to any claim, litigation, arbitration or other
proceeding relating to or arising out of the transactions evidenced by this
Agreement, the other Loan Documents or in connection with the transactions
contemplated hereby and thereby (whether or not the Administrative Agent, the
Collateral Agent or any Lender or any Indemnitee is a party thereto) unless such
settlement releases all Indemnitees from any and all liability with respect
thereto.

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      (D) Survival of Agreements. The obligations and agreements of the Borrower
under this Section 10.6 shall survive the termination of this Agreement.

      10.7 Numbers of Documents. All statements, notices, closing documents, and
requests hereunder shall be furnished to the Administrative Agent with
sufficient counterparts so that the Administrative Agent may furnish one to each
of the Lenders.

      10.8 Accounting. Except as provided to the contrary herein, all accounting
terms used herein shall be interpreted and all accounting determinations
hereunder shall be made in accordance with Agreement Accounting Principles. If
any changes the impact of which is material in generally accepted accounting
principles are hereafter required or permitted and are adopted by the Borrower
or any of its Subsidiaries with the agreement of its independent certified
public accountants and such changes result in a change in the method of
calculation of any of the financial covenants, tests, restrictions or standards
herein or in the related definitions or terms used therein ("ACCOUNTING
CHANGES"), the parties hereto agree, at the Borrower's request, to enter into
negotiations, in good faith, in order to amend such provisions in a credit
neutral manner so as to reflect equitably such changes with the desired result
that the criteria for evaluating the Borrower's and its Subsidiaries' financial
condition shall be the same after such changes as if such changes had not been
made; provided, however, until such provisions are amended in a manner
reasonably satisfactory to the Administrative Agent and the Required Lenders, no
Accounting Change shall be given effect in such calculations and all financial
statements and reports required to be delivered hereunder shall be prepared in
accordance with Agreement Accounting Principles without taking into account such
Accounting Changes. In the event such amendment is entered into, all references
in this Agreement to Agreement Accounting Principles shall mean generally
accepted accounting principles as of the date of such amendment.

      10.9 Severability of Provisions. Any provision in any Loan Document that
is held to be inoperative, unenforceable, or invalid in any jurisdiction shall,
as to that jurisdiction, be inoperative, unenforceable, or invalid without
affecting the remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

      10.10 Nonliability of Lenders. The relationship between the Borrower and
the Lenders and the Administrative Agent shall be solely that of borrower and
lender. Neither the Administrative Agent nor any Lender shall have any fiduciary
responsibilities to the Borrower. Neither the Administrative Agent nor any
Lender undertakes any responsibility to the Borrower to review or inform the
Borrower of any matter in connection with any phase of the Borrower's business
or operations.

      10.11 GOVERNING LAW. THE ADMINISTRATIVE AGENT ACCEPTS THIS AGREEMENT, ON
BEHALF OF ITSELF AND THE LENDERS, AT NEW YORK, NEW YORK BY ACKNOWLEDGING AND
AGREEING TO IT THERE. ANY DISPUTE BETWEEN THE BORROWER AND THE ADMINISTRATIVE
AGENT, ANY LENDER OR ANY OTHER HOLDER OF SECURED OBLIGATIONS ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT,

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EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS
(INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES) OF THE
STATE OF NEW YORK.

      10.12 CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

      (A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B), EACH OF
THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY
BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT THE PARTIES HERETO
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF NEW YORK, NEW YORK. EACH OF THE PARTIES HERETO WAIVES IN ALL
DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY OBJECTION THAT IT MAY HAVE
TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

      (B) OTHER JURISDICTIONS. THE BORROWER AGREES THAT THE ADMINISTRATIVE
AGENT, ANY LENDER OR ANY OTHER HOLDER OF SECURED OBLIGATIONS SHALL HAVE THE
RIGHT TO PROCEED AGAINST THE BORROWER OR ITS PROPERTY IN A COURT IN ANY LOCATION
TO ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER THE BORROWER TO
THE EXTENT THAT SUCH PERSON CANNOT OBTAIN PERSONAL JURISDICTION IN NEW YORK
PURSUANT TO PARAGRAPH (A) ABOVE OR (2) IN ORDER TO ENFORCE A JUDGMENT OR OTHER
COURT ORDER ENTERED IN FAVOR OF SUCH PERSON. THE BORROWER AGREES THAT IT WILL
NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH PERSON
TO REALIZE ON ANY SECURITY FOR THE OBLIGATIONS OR TO ENFORCE A JUDGMENT OR OTHER
COURT ORDER IN FAVOR OF SUCH PERSON BUT SHALL ONLY BE PERMITTED TO BRING ANY
SUCH PERMISSIVE COUNTERCLAIM IN A PROCEEDING BROUGHT PURSUANT TO CLAUSE (A). THE
BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN
WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION (B).

      (C) VENUE. THE BORROWER IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
IN ANY JURISDICTION SET FORTH ABOVE.

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      (D) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

      (E) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENT TO EACH OTHER PARTY
HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF
SECTION 10.6 AND THIS SECTION 10.12, WITH ITS COUNSEL.

      10.13 Subordination of Intercompany Indebtedness. The Borrower agrees that
any and all claims of the Borrower against any of its Subsidiaries that is a
Guarantor with respect to any "Intercompany Indebtedness" (as hereinafter
defined), any endorser, obligor or any other guarantor of all or any part of the
Secured Obligations, or against any of its properties shall be subordinate and
subject in right of payment to the prior payment, in full and in cash, of all
Secured Obligations; provided that, and not in contravention of the foregoing,
so long as no Default has occurred and is continuing the Borrower may make loans
to and receive payments in the ordinary course with respect to such Intercompany
Indebtedness from each such Guarantor to the extent not prohibited by the terms
of this Agreement and the other Loan Documents. Notwithstanding any right of the
Borrower to ask, demand, sue for, take or receive any payment from any
Guarantor, all rights, liens and security interests of the Borrower, whether now
or hereafter arising and howsoever existing, in any assets of any Guarantor
shall be and are subordinated to the rights of the Holders of Secured
Obligations and the Administrative Agent in those assets. The Borrower shall
have no right to possession of any such asset or to foreclose upon any such
asset, whether by judicial action or otherwise, unless and until all of the
Secured Obligations (other than contingent indemnity obligations) shall have
been fully paid and satisfied (in cash) and all financing arrangements pursuant
to any Loan Document or Hedging Agreement among the Borrower and the Holders of
Secured Obligations (or any affiliate thereof) have been terminated. If all or
any part of the assets of any Guarantor, or the proceeds thereof, are subject to
any distribution, division or application to the creditors of such Guarantor,
whether partial or complete, voluntary or involuntary, and whether by reason of
liquidation, bankruptcy, arrangement, receivership, assignment for the benefit
of creditors or any other action or proceeding, or if the business of any such
Guarantor is dissolved or if substantially all of the assets of any such
Guarantor are sold, then, and in any such event (such events being herein
referred to as an "INSOLVENCY EVENT"), any payment or distribution of any kind
or character, either in cash, securities or other property, which shall be
payable or deliverable upon or with respect to any indebtedness of any Guarantor
to the Borrower ("INTERCOMPANY INDEBTEDNESS") shall be paid or delivered
directly to the Administrative Agent for application on any of the

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Secured Obligations, due or to become due, until such Secured Obligations (other
than contingent indemnity obligations) shall have first been fully paid and
satisfied (in cash). Should any payment, distribution, security or instrument or
proceeds thereof be received by the Borrower upon or with respect to the
Intercompany Indebtedness after an Insolvency Event prior to the satisfaction of
all of the Secured Obligations (other than contingent indemnity obligations) and
the termination of all financing arrangements pursuant to any Loan Document and
or Hedging Agreement among the Borrower and the Holders of Secured Obligations
(and their affiliates), the Borrower shall receive and hold the same in trust,
as trustee, for the benefit of the Holders of Secured Obligations and shall
forthwith deliver the same to the Administrative Agent, for the benefit of such
Persons, in precisely the form received (except for the endorsement or
assignment of the Borrower where necessary), for application to any of the
Secured Obligations, due or not due, and, until so delivered, the same shall be
held in trust by the Borrower as the property of the Holders of Secured
Obligations. If the Borrower fails to make any such endorsement or assignment to
the Administrative Agent, the Administrative Agent or any of its officers or
employees are irrevocably authorized to make the same. The Borrower agrees that
until the Secured Obligations (other than the contingent indemnity obligations)
have been paid in full (in cash) and satisfied and all financing arrangements
pursuant to any Loan Document or Hedging Agreement among the Borrower and the
Holders of Secured Obligations (and their affiliates) have been terminated, the
Borrower will not assign or transfer to any Person (other than the
Administrative Agent) any claim the Borrower has or may have against any
Guarantor.

      10.14 Lender's Not Utilizing Plan Assets. None of the consideration used
by any of the Lenders to make its Loans constitute for any purpose of ERISA or
Section 4975 of the Code assets of any "plan" as defined in Section 3(3) of
ERISA or Section 4975 of the Code and the rights and interests of each of the
Lenders in and under the Loan Documents shall not constitute such "plan assets"
under ERISA.

      10.15 Intercreditor Agreement and Collateral Documents. Each Lender
authorizes the Administrative Agent to enter into the Intercreditor Agreement
and to take all actions contemplated thereby. Each Lender further authorizes
Bank One, NA, as Collateral Agent under the Intercreditor Agreement, to enter
into the Collateral Documents and take all actions contemplated thereunder so
long as such actions are consistent with the terms of the Intercreditor
Agreement.

                      ARTICLE XI: THE ADMINISTRATIVE AGENT

      11.1 Appointment; Nature of Relationship. Bank One, NA, having its
principal office in Chicago, Illinois is appointed by the Lenders as the
Administrative Agent hereunder and under each other Loan Document, and each of
the Lenders irrevocably authorizes the Administrative Agent to act as the
contractual representative of such Lender with the rights and duties expressly
set forth herein and in the other Loan Documents. The Administrative Agent
agrees to act as such contractual representative upon the express conditions
contained in this Article XI. Notwithstanding the use of the defined term
"Administrative Agent," it is expressly understood and agreed that the
Administrative Agent shall not have any fiduciary responsibilities to any Holder
of Secured Obligations by reason of this Agreement and that the Administrative
Agent is merely acting as the representative of the Lenders with only those
duties as are expressly set forth in this Agreement and the other Loan
Documents. In its capacity as the Lenders'

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contractual representative, the Administrative Agent (i) does not assume any
fiduciary duties to any of the Holders of Secured Obligations, (ii) is a
"representative" of the Holders of Secured Obligations within the meaning of
Section 9-102 of the Uniform Commercial Code and (iii) is acting as an
independent contractor, the rights and duties of which are limited to those
expressly set forth in this Agreement and the other Loan Documents. Each of the
Lenders, for itself and on behalf of its affiliates as Holders of Secured
Obligations, agrees to assert no claim against the Administrative Agent on any
agency theory or any other theory of liability for breach of fiduciary duty, all
of which claims each Holder of Secured Obligations waives. In its capacity as
the Lenders' contractual representative, the Administrative Agent shall promptly
distribute to the Lenders copies of all reports, certificates and notices of the
Borrower required to be delivered thereto pursuant to the terms of this
Agreement and the other Loan Documents.

      11.2 Powers. The Administrative Agent shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto. The Administrative Agent shall have no
implied duties or fiduciary duties to the Lenders, or any obligation to the
Lenders to take any action hereunder or under any of the other Loan Documents
except any action specifically provided by the Loan Documents required to be
taken by the Administrative Agent.

      11.3 General Immunity. Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be liable to the Borrower, the
Lenders or any Lender for any action taken or omitted to be taken by it or them
hereunder or under any other Loan Document or in connection herewith or
therewith except to the extent such action or inaction is found in a final
judgment by a court of competent jurisdiction to have arisen solely from the
Gross Negligence or willful misconduct of such Person.

      11.4 No Responsibility for Loans, Creditworthiness, Recitals, Etc. Neither
the Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or verify
(i) any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (ii) the performance or observance of any
of the covenants or agreements of any obligor under any Loan Document; (iii) the
satisfaction of any condition specified in Article V, except receipt of items
required to be delivered solely to the Administrative Agent; (iv) the existence
or possible existence of any Default or (v) the validity, effectiveness or
genuineness of any Loan Document or any other instrument or writing furnished in
connection therewith. The Administrative Agent shall not be responsible to any
Lender for any recitals, statements, representations or warranties herein or in
any of the other Loan Documents, for the perfection or priority of the Liens on
Collateral, if any, or for the execution, effectiveness, genuineness, validity,
legality, enforceability, collectibility, or sufficiency of this Agreement or
any of the other Loan Documents or the transactions contemplated thereby, or for
the financial condition of any guarantor of any or all of the Secured
Obligations, the Borrower or any of its Subsidiaries.

      11.5 Action on Instructions of Lenders. The Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
and under any other Loan Document in accordance with written instructions signed
by the Required Lenders (or all of the Lenders in the event that and to the
extent that this Agreement expressly requires such), and such

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instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders and on all owners of Loans and on all Holders of
Secured Obligations. The Administrative Agent shall be fully justified in
failing or refusing to take any action hereunder and under any other Loan
Document unless it shall first be indemnified to its reasonable satisfaction by
the Lenders pro rata against any and all liability, cost and expense that it may
incur by reason of taking or continuing to take any such action.

      11.6 Employment of Agents and Counsel. The Administrative Agent may
execute any of its duties as the Administrative Agent hereunder and under any
other Loan Document by or through employees, agents, and attorney-in-fact and
shall not be answerable to the Lenders, except as to money or securities
received by it or its authorized agents, for the default or misconduct of any
such agents or attorneys-in-fact selected by it with reasonable care. The
Administrative Agent shall be entitled to advice of counsel concerning the
contractual arrangement between the Administrative Agent and the Lenders and all
matters pertaining to the Administrative Agent's duties hereunder and under any
other Loan Document.

      11.7 Reliance on Documents; Counsel. Absent any Gross Negligence or
willful misconduct on the part of the Administrative Agent or its
representatives, the Administrative Agent shall be entitled to rely upon any
notice, consent, certificate, affidavit, letter, telegram, statement, paper or
document believed by it to be genuine and correct and to have been signed or
sent by the proper person or persons, and, in respect to legal matters, upon the
opinion of counsel selected by the Administrative Agent, which counsel may be
employees of the Administrative Agent.

      11.8 The Administrative Agent's Reimbursement and Indemnification. The
Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to their respective Pro Rata Shares (i) for any amounts not
reimbursed by the Borrower for which the Administrative Agent is entitled to
reimbursement by the Borrower under the Loan Documents, (ii) for any other
reasonable expenses incurred by the Administrative Agent on behalf of the
Lenders, in connection with the preparation, execution, delivery, administration
and enforcement of the Loan Documents and (iii) for any liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be imposed
on, incurred by or asserted against the Administrative Agent in any way relating
to or arising out of the Loan Documents or any other document delivered in
connection therewith or the transactions contemplated thereby, or the
enforcement of any of the terms thereof or of any such other documents, provided
that no Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have arisen solely from the Gross Negligence or willful
misconduct of the Administrative Agent.

      11.9 Rights as a Lender. With respect to its Revolving Loan Commitment,
Loans made by it, and Letters of Credit issued by it, the Administrative Agent
shall have the same rights and powers hereunder and under any other Loan
Document as any Lender or the Issuing Bank and may exercise the same as though
it were not the Administrative Agent, and the term "Lender" or "Lenders" or
"Issuing Bank" shall, unless the context otherwise indicates, include the
Administrative Agent in its individual capacity. The Administrative Agent may
accept deposits from, lend money to, and generally engage in any kind of trust,
debt, equity or other transaction,

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in addition to those contemplated by this Agreement or any other Loan Document,
with the Borrower or any of its Subsidiaries in which such Person is not
prohibited hereby from engaging with any other Person.

      11.10 Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, the Arranger
or any other Lender and based on the financial statements prepared by the
Borrower and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement and the
other Loan Documents. Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent, the Arranger or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement and the other Loan Documents.

      11.11 Successor Administrative Agent. The Administrative Agent may resign
at any time by giving written notice thereof to the Lenders and the Borrower.
Upon any such resignation, the Required Lenders shall have the right to appoint,
on behalf of the Borrower and the Lenders, a successor Administrative Agent. If
no successor Administrative Agent shall have been so appointed by the Required
Lenders and shall have accepted such appointment within thirty days after the
retiring Administrative Agent's giving notice of resignation, then the retiring
Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a
successor Administrative Agent. Notwithstanding anything herein to the contrary,
so long as no Default has occurred and is continuing, each such successor
Administrative Agent shall be subject to the prior written consent of the
Borrower, which consent shall not be unreasonably withheld. Such successor
Administrative Agent shall be a commercial bank having capital and retained
earnings of at least $500,000,000. Upon the acceptance of any appointment as the
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article XI shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
the Administrative Agent hereunder and under the other Loan Documents.

      11.12 No Duties of Documentation Agent, Syndication Agent or Arranger.
None of the Persons identified on the cover page to this Agreement, the
signature pages to this Agreement or otherwise in this Agreement or any of the
other Loan Documents as a "Syndication Agent," "Documentation Agent" or
"Arranger" shall have any right, power, obligation, liability, responsibility or
duty under this Agreement or the other Loan Documents other than, if such Person
is a Lender, those applicable to all Lenders as such. Without limiting the
foregoing, none of the Persons identified on the cover page to this Agreement,
the signature pages to this Agreement or otherwise in this Agreement as a
"Syndication Agent," "Documentation Agent" or "Arranger" shall have or be deemed
to have any fiduciary duty to or fiduciary relationship with any Lender. In
addition to the agreements set forth in Section 11.10, each of the Lenders
acknowledges that it has not relied, and will not rely, on any of the Persons so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.

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                     ARTICLE XII: SET-OFF; RATABLE PAYMENTS

      12.1 Set-off. In addition to, and without limitation of, any rights of the
Lenders under applicable law, if any Default occurs and is continuing, any
indebtedness from any Lender to the Borrower (including all account balances,
whether provisional or final and whether or not collected or available) may be
offset and applied toward the payment of the Secured Obligations owing to such
Lender, whether or not the Secured Obligations, or any part hereof, shall then
be due. Each Lender agrees to notify the Borrower of any such set-off and
application, provided that the failure to give such notice shall not effect the
validity of such set-off and application.

      12.2 Ratable Payments. If any Lender, whether by setoff or otherwise, has
payment made to it upon its Loans (other than payments received pursuant to
Sections 4.1, 4.2 or 4.4) in a greater proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Secured Obligation or such amounts which
may be subject to setoff, such Lender agrees, promptly upon demand, to take such
action necessary such that all Lenders share in the benefits of such collateral
ratably in proportion to the obligations owing to them. In case any such payment
is disturbed by legal process, or otherwise, appropriate further adjustments
shall be made.

      12.3 Application of Payments. Subject to the provisions of Section 9.2,
the Administrative Agent shall, unless otherwise specified at the direction of
the Required Lenders which direction shall be consistent with the penultimate
sentence of this Section 12.3, apply all payments and prepayments in respect of
any Obligations received after the occurrence and during the continuance of a
Default or Unmatured Default in the following order:

      (A) first, to pay interest on and then principal of any portion of the
Loans which the Administrative Agent may have advanced on behalf of any Lender
for which the Administrative Agent has not then been reimbursed by such Lender
or the Borrower;

      (B) second, to pay Obligations in respect of any fees, expenses,
reimbursements or indemnities then due to the Administrative Agent;

      (C) third, to pay Obligations in respect of any fees, expenses,
reimbursements or indemnities then due to the Lenders and the issuer(s) of
Letters of Credit;

      (D) fourth, to pay interest due in respect of Swing Line Loans;

      (E) fifth, to pay interest due in respect of Loans (other than Swing Line
Loans) and L/C Obligations;

      (F) sixth, to the ratable payment or prepayment of principal outstanding
on Swing Line Loans;

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      (G) seventh, to the ratable payment or prepayment of principal outstanding
on Loans (other than Swing Line Loans), Reimbursement Obligations and Hedging
Obligations under Hedging Agreements;

      (H) eighth, to provide required cash Collateral, if required pursuant to
Section 3.10; and

      (I) ninth, to the ratable payment of all other Secured Obligations.

Unless otherwise designated (which designation shall only be applicable prior to
the occurrence of a Default) by the Borrower, all principal payments in respect
of Loans (other than Swing Line Loans) shall be applied to the outstanding
Revolving Loans first, to repay outstanding Floating Rate Loans, and then to
repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which
have earlier expiring Interest Periods being repaid prior to those which have
later expiring Interest Periods. The order of priority set forth in this Section
12.3 and the related provisions of this Agreement are set forth solely to
determine the rights and priorities of the Administrative Agent, the Lenders,
the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves.
The order of priority set forth in clauses (D) through (I) of this Section 12.3
may at any time and from time to time be changed by the Required Lenders without
necessity of notice to or consent of or approval by the Borrower, or any other
Person; provided, that the order of priority of payments in respect of Swing
Line Loans may be changed only with the prior written consent of the Swing Line
Bank. The order of priority set forth in clauses (A) through (C) of this Section
12.3 may be changed only with the prior written consent of the Administrative
Agent.

      12.4 Relations Among Lenders.

      (A) Except with respect to the exercise of set-off rights of any Lender in
accordance with Section 12.1, the proceeds of which are applied in accordance
with this Agreement, and except as set forth in the following sentence, each
Lender agrees that it will not take any action, nor institute any actions or
proceedings, against the Borrower or any other obligor hereunder or with respect
to any Loan Document, without the prior written consent of the Required Lenders
and subject to the terms of the Intercreditor Agreement or, as may be provided
in this Agreement or the other Loan Documents, at the direction of the
Administrative Agent.

      (B) The Lenders are not partners or co-venturers, and no Lender shall be
liable for the acts or omissions of, or (except as otherwise set forth herein in
case of the Administrative Agent) authorized to act for, any other Lender.

      12.5 Representations and Covenants Among Lenders. Each Lender represents
and covenants for the benefit of all other Lenders and the Administrative Agent
that such Lender is not satisfying and shall not satisfy any of its obligations
pursuant to this Agreement with any assets considered for any purposes of ERISA
or Section 4975 of the Code to be assets of or on behalf of any "plan" as
defined in section 3(3) of ERISA or section 4975 of the Code, regardless of
whether subject to ERISA or Section 4975 of the Code.

         ARTICLE XIII: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

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      13.1 Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents without the consent of all of the Lenders, and any such
assignment in violation of this Section 13.1(i) shall be null and void, and (ii)
any assignment by any Lender must be made in compliance with Section 13.3
hereof. Notwithstanding clause (ii) of this Section 13.1 or Section 13.3, any
Lender may at any time, without the consent of the Borrower or the
Administrative Agent, assign all or any portion of its rights under this
Agreement to a Federal Reserve Bank. The Administrative Agent may treat each
Lender as the owner of the Loans made by such Lender hereunder for all purposes
hereof unless and until such Lender complies with Section 13.3 hereof in the
case of an assignment thereof or, in the case of any other transfer, a written
notice of the transfer is filed with the Administrative Agent. Any assignee or
transferee of a Loan, Revolving Loan Commitment, L/C Interest or any other
interest of a lender under the Loan Documents agrees by acceptance thereof to be
bound by all the terms and provisions of the Loan Documents. Any request,
authority or consent of any Person, who at the time of making such request or
giving such authority or consent is the owner of any Loan, shall be conclusive
and binding on any subsequent owner, transferee or assignee of such Loan.

      13.2 Participations.

      (A) Permitted Participants; Effect. Subject to the terms set forth in this
Section 13.2, any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more banks or other
entities ("PARTICIPANTS") participating interests in any Loan owing to such
Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such
Lender or any other interest of such Lender under the Loan Documents on a pro
rata or non-pro rata basis. Notice of such participation to the Borrower and the
Administrative Agent shall be required prior to any participation becoming
effective with respect to a Participant which is not a Lender or an Affiliate
thereof. Upon receiving said notice, the Administrative Agent shall record the
participation in the Register it maintains. Moreover, notwithstanding such
recordation, such participation shall not be considered an assignment under
Section 13.3 of this Agreement and such Participant shall not be considered a
Lender. In the event of any such sale by a Lender of participating interests to
a Participant, such Lender's obligations under the Loan Documents shall remain
unchanged, such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, such Lender shall remain the
owner of all Loans made by it for all purposes under the Loan Documents, all
amounts payable by the Borrower under this Agreement shall be determined as if
such Lender had not sold such participating interests, and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under the Loan Documents
except that, for purposes of Article IV hereof, the Participants shall be
entitled to the same rights as if they were Lenders provided no Participant
shall be entitled to reimbursement under Article IV hereof for any amount which
would exceed the amount that would have been payable by the Borrower to the
Lender from which the Participant obtained its participation under the
applicable circumstances.

      (B) Voting Rights. Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Loan, Letter

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of Credit or Revolving Loan Commitment in which such Participant has an interest
which forgives principal, interest or fees or reduces the interest rate or fees
payable pursuant to the terms of this Agreement with respect to any such Loan or
Revolving Loan Commitment, postpones any date fixed for any regularly-scheduled
payment (but not prepayments) of principal of, or interest or fees on, any such
Loan or Revolving Loan Commitment, or releases all or substantially all of the
collateral or guarantees, if any, securing any such Loan or Letter of Credit.

      (C) Benefit of Setoff. The Borrower agrees that each Participant shall be
deemed to have the right of setoff provided in Section 12.1 hereof in respect to
its participating interest in amounts owing under the Loan Documents to the same
extent as if the amount of its participating interest were owing directly to it
as a Lender under the Loan Documents, provided that each Lender shall retain the
right of setoff provided in Section 12.1 hereof with respect to the amount of
participating interests sold to each Participant except to the extent such
Participant exercises its right of setoff. The Lenders agree to share with each
Participant, and each Participant, by exercising the right of setoff provided in
Section 12.1 hereof, agrees to share with each Lender, any amount received
pursuant to the exercise of its right of setoff, such amounts to be shared in
accordance with Section 12.2 as if each Participant were a Lender.

      13.3 Assignments.

      (A) Permitted Assignments. Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time assign to one or
more banks or other entities ("PURCHASERS") all or a portion of its rights and
obligations under this Agreement and the other Loan Documents (including,
without limitation, its Revolving Loan Commitment, all Loans owing to it, all of
its participation interests in existing Letters of Credit, and its obligation to
participate in additional Letters of Credit hereunder) in accordance with the
provisions of this Section 13.3, provided that upon such assignment, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 4.1, 4.2, 4.4, 4.5 and 10.6, as well as to any fees accrued
for its account hereunder and not yet paid, and shall continue to be obligated
under Section 11.8. Each assignment shall be of a constant, and not a varying,
ratable percentage of all of the assigning Lender's rights and obligations under
this Agreement and the other Loan Documents. Such assignment shall be
substantially in the form of Exhibit D hereto and shall not be permitted
hereunder unless such assignment is either for all of such Lender's rights and
obligations under the Loan Documents or, without the prior written consent of
the Administrative Agent and the Borrower, involves loans and commitments in an
aggregate amount of at least $3,000,000 (which minimum amount shall not apply to
any assignment between Lenders, or to an Affiliate of any Lender); provided
however no such consent of the Borrower shall be required if a Default has
occurred and is continuing. The prior written consent of the Administrative
Agent shall be required prior to an assignment becoming effective with respect
to a Purchaser which is not a Lender or an Affiliate of such Lender, which
consent shall not be unreasonably withheld or delayed. Provided no Default has
occurred and is continuing, the prior written consent of the Borrower shall be
required prior to an assignment becoming effective with respect to a Purchaser
which is not a Lender (other than a "Dissenting Lender" as defined below) or an
Affiliate of the assigning Lender, which consent shall not be unreasonably
withheld or delayed. For any assignment to another Lender where such Lender has
previously withheld its consent to an amendment

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to or waiver under this Agreement where such amendment or waiver was approved by
the Required Lenders (a "Dissenting Lender"), provided no Default has occurred
and is continuing at the time of such assignment, the prior written consent of
the Borrower shall be required.

      (B) Effect; Effective Date. Upon (i) delivery to the Administrative Agent
of a notice of assignment, substantially in the form attached as Appendix I to
Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required
by Section 13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or
the assignor (as agreed) to the Administrative Agent for processing such
assignment, such assignment shall become effective on the later of such date
when the requirements in clause (i), (ii) and (iii) are met or the effective
date specified in such Notice of Assignment. The Notice of Assignment shall
contain a representation by the Purchaser to the effect that none of the
consideration used to make the purchase of the Revolving Loan Commitment, Loans
and L/C Obligations under the applicable assignment agreement constitute for any
purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined in
Section 3(3) of ERISA or Section 4975 of the Code and that the rights and
interests of the Purchaser in and under the Loan Documents will not constitute
such "plan assets". On and after the effective date of such assignment, such
Purchaser, if not already a Lender, shall for all purposes be a Lender party to
this Agreement and any other Loan Documents executed by the Lenders and shall
have all the rights and obligations of a Lender under the Loan Documents, to the
same extent as if it were an original party hereto, and no further consent or
action by the Borrower, the Lenders or the Administrative Agent shall be
required to release the transferor Lender with respect to the percentage of the
Aggregate Revolving Loan Commitment, Loans and Letter of Credit and Swing Line
Loan participations assigned to such Purchaser. Upon the consummation of any
assignment to a Purchaser pursuant to this Section 13.3(B), the transferor
Lender, the Administrative Agent and the Borrower shall make appropriate
arrangements so that, to the extent notes have been issued to evidence any of
the transferred Loans, replacement notes are issued to such transferor Lender
and new notes or, as appropriate, replacement notes, are issued to such
Purchaser, in each case in principal amounts reflecting their Revolving Loan
Commitment, as adjusted pursuant to such assignment.

      (C) The Register. Notwithstanding anything to the contrary in this
Agreement, the Borrower hereby designates the Administrative Agent, and the
Administrative Agent, hereby accepts such designation, to serve as the
Borrower's contractual representative solely for purposes of this Section
13.3(C). In this connection, the Administrative Agent shall maintain at its
address referred to in Section 14.1 a copy of each assignment delivered to and
accepted by it pursuant to this Section 13.3 and a register (the "REGISTER") for
the recordation of the names and addresses of the Lenders and the Revolving Loan
Commitment of and principal amount of the Loans owing to, each Lender from time
to time and whether such Lender is an original Lender or the assignee of another
Lender pursuant to an assignment under this Section 13.3. The entries in the
Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower and each of its Subsidiaries, the Administrative Agent
and the Lenders may treat each Person whose name is recorded in the Register as
a Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

      (D) Designated Lender.

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      (i) Subject to the terms and conditions set forth in this Section 13.3(D),
any Lender may from time to time elect to designate an Eligible Designee to
provide all or any part of the Loans to be made by such Lender pursuant to this
Agreement; provided that the designation of an Eligible Designee by any Lender
for purposes of this Section 13.3(D) shall be subject to the approval of the
Borrower and the Administrative Agent (which consent shall not be unreasonably
withheld or delayed). Upon the execution by the parties to each such designation
of an agreement in the form of Exhibit L hereto (a "DESIGNATION AGREEMENT") and
the acceptance thereof by the Borrower and the Administrative Agent, the
Eligible Designee shall become a Designated Lender for purposes of this
Agreement. The Designating Lender shall thereafter have the right to permit the
Designated Lender to provide all or a portion of the Loans to be made by the
Designating Lender pursuant to the terms of this Agreement and the making of the
Loans or portion thereof shall satisfy the obligations of the Designating Lender
to the same extent, and as if, such Loan was made by the Designating Lender. As
to any Loan made by it, each Designated Lender shall have all the rights a
Lender making such Loan would have under this Agreement and otherwise; provided,
(x) that all voting rights under this Agreement shall be exercised solely by the
Designating Lender, (y) each Designating Lender shall remain solely responsible
to the other parties hereto for its obligations under this Agreement, including
the obligations of a Lender in respect of Loans made by its Designated Lender
and (z) no Designated Lender shall be entitled to reimbursement under Article IV
hereof for any amount which would exceed the amount that would have been payable
by the Borrower to the Lender from which the Designated Lender obtained any
interests hereunder. No additional Notes shall be required with respect to Loans
provided by a Designated Lender; provided, however, to the extent any Designated
Lender shall advance funds, the Designating Lender shall be deemed to hold the
Notes in its possession as an agent for such Designated Lender to the extent of
the Loan funded by such Designated Lender. Such Designating Lender shall act as
administrative agent for its Designated Lender and give and receive notices and
communications hereunder. Any payments for the account of any Designated Lender
shall be paid to its Designating Lender as administrative agent for such
Designated Lender and neither the Borrower not the Administrative Agent shall be
responsible for any Designating Lender's application of such payments. In
addition, any Designated Lender may (1) with notice to, but without the consent
of the Borrower and the Administrative Agent, assign all or portions of its
interests in any Loans to its Designating Lender or to any financial institution
consented to by the Borrower and the Administrative Agent providing liquidity
and/or credit facilities to or for the account of such Designated Lender and (2)
subject to advising any such Person that such information is to be treated as
confidential in accordance with such Person's customary practices for dealing
with confidential, non-public information, disclose on a confidential basis any
non-public information relating to its Loans to any rating agency, commercial
paper dealer or provider of any guarantee, surety or credit or liquidity
enhancement to such Designated Lender.

      (ii) Each party to this Agreement hereby agrees that it shall not
institute against, or join any other Person in instituting against any
Designated Lender any bankruptcy, reorganization, arrangements, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law for one year and a day after the payment in full of
all outstanding senior indebtedness of any Designated Lender; provided that the
Designating Lender for each Designated Lender hereby agrees to indemnify, save
and hold harmless each other party hereto for any loss, cost, damage and expense
arising out of their inability to institute any such

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proceeding against such Designated Lender. This Section 13.3(D)(ii) shall
survive the termination of this Agreement.

      13.4 Confidentiality. Subject to Section 13.5, the Administrative Agent
and the Lenders and their respective representatives shall hold all nonpublic
information obtained pursuant to the requirements of this Agreement in
accordance with such Person's customary procedures for handling confidential
information of this nature and in accordance with safe and sound commercial
lending or investment practices, and in any event may disclose any and all
confidential and non-confidential information received from or with respect to
the Borrower or any of its Affiliates to any of the Lenders and may make
disclosure reasonably required by a prospective Transferee in connection with
the contemplated participation or assignment or as required or requested by any
Governmental Authority or any securities exchange or similar self-regulatory
organization or representative thereof or pursuant to a regulatory examination
or legal process, or to any Affiliate of a Lender or to any direct or indirect
contractual counterparty in swap agreements or such contractual counterparty's
professional advisor or as may be reasonably required in connection with the
exercise of remedies under this Agreement, and shall require any such Transferee
to agree (and require any of its Transferees to agree) to comply with this
Section 13.4. In no event shall the Administrative Agent or any Lender be
obligated or required to return any materials furnished by the Borrower;
provided, however, each prospective Transferee shall be required to agree that
if it does not become a participant or assignee it shall return all materials
furnished to it by or on behalf of the Borrower in connection with this
Agreement. Notwithstanding anything herein to the contrary, confidential
information shall not include, and each party hereto (and each employee,
representative or other agent of any party hereto) may disclose to any and all
Persons, without limitation of any kind, the U.S. federal income tax treatment
and U.S. federal income tax structure of the transactions contemplated hereby
and all materials of any kind (including opinions or other tax analyses) that
are or have been provided to such party relating to such tax treatment or tax
structure, and it is hereby confirmed that each party hereto has been authorized
to make such disclosures since the commencement of discussions regarding the
transactions contemplated hereby.

      13.5 Dissemination of Information. The Borrower authorizes each Lender to
disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "TRANSFEREE") and any
prospective Transferee any and all information in such Lender's possession
concerning the Borrower and its Subsidiaries; provided that prior to any such
disclosure, such prospective Transferee shall agree to preserve in accordance
with Section 13.4 the confidentiality of any confidential information described
therein.

                              ARTICLE XIV: NOTICES

      14.1 Giving Notice. Except as otherwise permitted by Section 2.13 with
respect to Borrowing/Election Notices, all notices and other communications
provided to any party hereto under this Agreement or any other Loan Documents
shall be in writing or by facsimile and addressed or delivered to such party at
its address set forth below its signature hereto, and with respect to the
Borrower, or at such other address as may be designated by such party in a
notice to the other parties. Any notice, (1) if transmitted by facsimile, shall
be deemed given when transmitted; or (2) if transmitted by reputable overnight
courier, shall be deemed given one (1) Business Day after deposit with a
reputable overnight carrier services, with all charges paid;

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provided that notices to the Administrative Agent under Article II shall not be
effective until received.

      14.2 Change of Address. The Borrower, the Administrative Agent and any
Lender may each change the address for service of notice upon it by a notice in
writing to the other parties hereto given as provided in Section 14.1.

                            ARTICLE XV: COUNTERPARTS

      This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart. This Agreement shall be
effective when it has been executed by the Borrower, the Administrative Agent
and the Lenders and each party has notified the Administrative Agent by telecopy
or telephone, that it has taken such action.

                         ARTICLE XVI: PREVIOUS AGREEMENT

      The Borrower, the Lenders, and the Administrative Agent agree that, upon
(i) the execution and delivery of this Agreement by each of the parties hereto
and (ii) satisfaction (or waiver by the aforementioned parties) of the
conditions precedent set forth in Section 5.1, the terms and provisions of the
Previous Agreement shall be and hereby are amended, superseded and restated in
their entirety by the terms and provisions of this Agreement. This Agreement is
not intended to and shall not constitute a novation of the Previous Agreement or
the Indebtedness created thereunder. The commitment of each Lender that is a
party to the Previous Agreement shall, on the effective date hereof,
automatically be deemed amended and the only commitments shall be those
hereunder.

                   ARTICLE XVII: USA PATRIOT ACT NOTIFICATION

      The following notification is provided to the Borrower pursuant to Section
326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318: IMPORTANT
INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government
fight the funding of terrorism and money laundering activities, Federal law
requires all financial institutions to obtain, verify, and record information
that identifies each person or entity that opens an account, including any
deposit account, treasury management account, loan, other extension of credit,
or other financial services product. WHAT THIS MEANS FOR THE BORROWER: When the
Borrower opens an account, if the Borrower is an individual, the Administrative
Agent and the Lenders will ask for the Borrower's name, residential address, tax
identification number, date of birth, and other information that will allow the
Administrative Agent and the Lenders to identify the Borrower, and, if the
Borrower is not an individual, the Administrative Agent and the Lenders will ask
for the Borrower's name, tax identification number, business address, and other
information that will allow the Administrative Agent and the Lenders to identify
the Borrower. The Administrative Agent and the Lenders may also, ask, if the
Borrower is an individual, to see the Borrower's driver's license or other
identifying documents, and, if the Borrower is not an individual, to see the
Borrower's legal organizational documents or other identifying documents.

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<PAGE>

      IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent
have executed this Agreement as of the date first above written.

                                    CATALINA MARKETING CORPORATION,
                                    as the Borrower

                                    By: /s/ Joanne Freiberger
                                        ---------------------
                                    Name: Joanne Freiberger
                                    Title: Vice President Finance

                                    Address:
                                    200 Carillon Parkway
                                    St. Petersburg, Florida 33716
                                    Attention: Christopher W. Wolf, Executive VP
                                    & Chief Financial Officer
                                    Phone: 727-579-5000
                                    Fax: 727-563-5675

                                    with a copy to:
                                    Paul, Hastings, Janofsky & Walker LLP
                                    75 East 55th Street
                                    New York, New York 10022
                                    Attention: Michael Chernick
                                    Phone: 212-318-6000
                                    Fax: 212-319-4090

     SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CATALINA MARKETING CREDIT
                                    AGREEMENT

<PAGE>

                                    BANK ONE, NA, individually and as
                                    Administrative Agent

                                    By: /s/ Ronald Edwards
                                        ------------------
                                    Name: Ronald Edwards
                                    Title: Director/Senior Underwriter

                                    Address:
                                    1 Bank One Plaza
                                    Suite IL1-0324
                                    Chicago, Illinois  60670
                                    Attention: Ronald Edwards
                                    Telephone No.: 312-732-1542
                                    Facsimile No.: 312-732-2991

     SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CATALINA MARKETING CREDIT
                                    AGREEMENT

<PAGE>

                                    WACHOVIA BANK, NATIONAL ASSOCIATION

                                    By: /s/ Steven L. Hipsman
                                        ---------------------
                                    Name: Steven L. Hipsman
                                    Title: Director

                                    Address:
                                    191 Peachtree Street
                                    Atlanta, Georgia 30303
                                    Attention: Steven L. Hipsman, Director
                                    Phone: 404-332-6830
                                    Fax: 404-332-5016

     SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CATALINA MARKETING CREDIT
                                    AGREEMENT

<PAGE>

                                    BARCLAYS BANK PLC

                                    By: /s/ John Giannone
                                        -----------------
                                    Name: John Giannone
                                    Title: Director

                                    Address:
                                    200 Park Avenue
                                    New York, New York 10166
                                    Attention: David E. Barton
                                    Phone: 212-412-7693
                                    Fax: 212-412-7511

     SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CATALINA MARKETING CREDIT
                                    AGREEMENT

<PAGE>

                                    MIZUHO CORPORATE BANK, LTD.

                                    By: /s/ Raymond Ventura
                                        -------------------
                                    Name: Raymond Ventura
                                    Title: Senior Vice President

                                    Address:
                                    1251 6th Avenue
                                    32nd floor
                                    New York, New York 10020
                                    Attention: Yudesh Sohan
                                    Phone: 212-282-4428
                                    Fax: 212-354-7205

     SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CATALINA MARKETING CREDIT
                                    AGREEMENT