<PAGE>

                                                                   EXHIBIT 10.27

                                CREDIT AGREEMENT

                           Dated as of March 31, 2004

                                      among

                               BRADY CORPORATION,
                              BRADY WORLDWIDE, INC.
                                       and
                              TRICOR DIRECT, INC.,

                                  as Borrowers,

            CERTAIN SUBSIDIARIES OF THE BORROWERS IDENTIFIED HEREIN,
                               as the Guarantors,

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

                         THE OTHER LENDERS PARTY HERETO

                                       and

                                 PNC BANK, N.A.,
               M&I MARSHALL & ILSLEY BANK, WELLS FARGO BANK, N.A.
                       and HARRIS TRUST AND SAVINGS BANK,
                                  as Co-Agents

                                  Arranged By:

                         BANC OF AMERICA SECURITIES LLC,

                     as Sole Lead Arranger and Book Manager

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                    <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS...........................................................................   1
      1.01          Defined Terms....................................................................................   1
      1.02          Other Interpretive Provisions....................................................................  22
      1.03          Accounting Terms.................................................................................  23
      1.04          Rounding.........................................................................................  23
      1.05          References to Agreements and Laws................................................................  23
      1.06          Exchange Rates; Currency Equivalents.............................................................  24
      1.07          Additional Alternative Currencies................................................................  24
      1.08          Change of Currency...............................................................................  25
      1.09          Times of Day.....................................................................................  25
      1.10          Letter of Credit Amounts.........................................................................  25
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS.....................................................................  26
      2.01          Revolving Loans and 364-Day Loans................................................................  26
      2.02          Borrowings, Conversions and Continuations of Loans...............................................  27
      2.03          Letters of Credit................................................................................  28
      2.04          Swing Line Loans.................................................................................  36
      2.05          Prepayments......................................................................................  38
      2.06          Termination or Reduction of Aggregate Revolving Commitments and Aggregate 364-Day Commitments....  40
      2.07          Repayment of Loans...............................................................................  41
      2.08          Interest.........................................................................................  41
      2.09          Fees.............................................................................................  42
      2.10          Computation of Interest and Fees.................................................................  43
      2.11          Evidence of Debt.................................................................................  43
      2.12          Payments Generally...............................................................................  44
      2.13          Sharing of Payments..............................................................................  45
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY...................................................................  46
      3.01          Taxes............................................................................................  46
      3.02          Illegality.......................................................................................  47
      3.03          Inability to Determine Rates.....................................................................  47
      3.04          Increased Cost and Reduced Return; Capital Adequacy..............................................  48
      3.05          Compensation for Losses..........................................................................  48
      3.06          Matters Applicable to all Requests for Compensation..............................................  49
      3.07          Survival.........................................................................................  49
ARTICLE IV GUARANTY..................................................................................................  49
      4.01          The Guaranty.....................................................................................  49
      4.02          Obligations Unconditional........................................................................  50
      4.03          Reinstatement....................................................................................  51
      4.04          Certain Additional Waivers.......................................................................  51
      4.05          Remedies.........................................................................................  51
      4.06          Rights of Contribution...........................................................................  51
      4.07          Guarantee of Payment; Continuing Guarantee.......................................................  52
ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS..................................................................  52
      5.01          Conditions of Initial Credit Extension...........................................................  52
      5.02          Conditions to all Credit Extensions..............................................................  53
ARTICLE VI REPRESENTATIONS AND WARRANTIES............................................................................  54
      6.01          Existence, Qualification and Power...............................................................  54
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                                    <C>
      6.02          Authorization; No Contravention..................................................................  54
      6.03          Governmental Authorization; Other Consents.......................................................  55
      6.04          Binding Effect...................................................................................  55
      6.05          Financial Statements; No Material Adverse Effect.................................................  55
      6.06          Litigation.......................................................................................  56
      6.07          No Default.......................................................................................  56
      6.08          Ownership of Property; Liens.....................................................................  56
      6.09          Environmental Compliance.........................................................................  56
      6.10          Insurance........................................................................................  57
      6.11          Taxes............................................................................................  57
      6.12          ERISA Compliance.................................................................................  57
      6.13          Subsidiaries.....................................................................................  58
      6.14          Margin Regulations; Investment Company Act; Public Utility Holding Company Act...................  58
      6.15          Disclosure.......................................................................................  58
      6.16          Compliance with Laws.............................................................................  58
      6.17          Intellectual Property; Licenses, Etc.............................................................  59
      6.18          Solvency.........................................................................................  59
      6.19          Labor Matters....................................................................................  59
ARTICLE VII AFFIRMATIVE COVENANTS....................................................................................  59
      7.01          Financial Statements.............................................................................  59
      7.02          Certificates; Other Information..................................................................  60
      7.03          Notices..........................................................................................  61
      7.04          Payment of Obligations...........................................................................  62
      7.05          Preservation of Existence, Etc...................................................................  62
      7.06          Maintenance of Properties........................................................................  62
      7.07          Maintenance of Insurance.........................................................................  62
      7.08          Compliance with Laws.............................................................................  63
      7.09          Books and Records................................................................................  63
      7.10          Inspection Rights................................................................................  63
      7.11          Use of Proceeds..................................................................................  63
      7.12          Additional Guarantors............................................................................  63
      7.13          ERISA Compliance.................................................................................  64
ARTICLE VIII NEGATIVE COVENANTS......................................................................................  64
      8.01          Liens............................................................................................  64
      8.02          Investments......................................................................................  66
      8.03          Indebtedness.....................................................................................  66
      8.04          Fundamental Changes..............................................................................  67
      8.05          Dispositions.....................................................................................  68
      8.06          Restricted Payments..............................................................................  68
      8.07          Change in Nature of Business.....................................................................  69
      8.08          Transactions with Affiliates and Insiders........................................................  69
      8.09          Burdensome Agreements............................................................................  69
      8.10          Use of Proceeds..................................................................................  70
      8.11          Financial Covenants..............................................................................  70
      8.12          Prepayment of Other Indebtedness, Etc............................................................  70
      8.13          Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity...........  70
ARTICLE IX EVENTS OF DEFAULT AND REMEDIES............................................................................  71
      9.01          Events of Default................................................................................  71
      9.02          Remedies Upon Event of Default...................................................................  72
      9.03          Application of Funds.............................................................................  73
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                    <C>
ARTICLE X ADMINISTRATIVE AGENT.......................................................................................  74
      10.01         Appointment and Authorization of Administrative Agent............................................  74
      10.02         Delegation of Duties.............................................................................  74
      10.03         Liability of Administrative Agent................................................................  75
      10.04         Reliance by Administrative Agent.................................................................  75
      10.05         Notice of Default................................................................................  76
      10.06         Credit Decision; Disclosure of Information by Administrative Agent...............................  76
      10.07         Indemnification of Administrative Agent..........................................................  76
      10.08         Administrative Agent in its Individual Capacity..................................................  77
      10.09         Successor Administrative Agent...................................................................  77
      10.10         Administrative Agent May File Proofs of Claim....................................................  78
      10.11         Guaranty Matters.................................................................................  78
      10.12         Other Agents; Arrangers and Managers.............................................................  78
ARTICLE XI MISCELLANEOUS.............................................................................................  79
      11.01         Amendments, Etc..................................................................................  79
      11.02         Notices and Other Communications; Facsimile Copies...............................................  80
      11.03         No Waiver; Cumulative Remedies...................................................................  81
      11.04         Attorney Costs, Expenses and Taxes...............................................................  81
      11.05         Indemnification..................................................................................  82
      11.06         Payments Set Aside...............................................................................  82
      11.07         Successors and Assigns...........................................................................  83
      11.08         Confidentiality..................................................................................  85
      11.09         Set-off..........................................................................................  86
      11.10         Interest Rate Limitation.........................................................................  86
      11.11         Counterparts.....................................................................................  87
      11.12         Integration......................................................................................  87
      11.13         Survival of Representations and Warranties.......................................................  87
      11.14         Severability.....................................................................................  87
      11.15         Tax Forms........................................................................................  87
      11.16         Replacement of Lenders...........................................................................  89
      11.17         Governing Law....................................................................................  89
      11.18         Waiver of Right to Trial by Jury.................................................................  90
      11.19         USA PATRIOT Act Notice...........................................................................  90
      11.20         Judgment Currency................................................................................  90
      11.21         Concerning Joint and Several Liability of the Borrowers..........................................  91
      11.22         Concerning Joint and Several Liability of the Borrowers..........................................  92
</TABLE>

                                      iii
<PAGE>

SCHEDULES

      1.01(a) Consolidated Scheduled Restructuring Charges
      1.01(b) Mandatory Cost Formulae
      2.01    Commitments and Pro Rata Shares
      6.13    Subsidiaries
      8.01    Liens Existing on the Closing Date
      8.02    Investments Existing on the Closing Date
      8.03    Indebtedness Existing on the Closing Date
      11.02   Certain Addresses for Notices

EXHIBITS

      2.02    Form of Loan Notice
      2.04    Form of Swing Line Loan Notice
      2.11    Form of Note
      7.02    Form of Compliance Certificate
      7.12    Form of Joinder Agreement
      11.07   Form of Assignment and Assumption

                                       iv
<PAGE>

                                CREDIT AGREEMENT

      This CREDIT AGREEMENT is entered into as of March 31, 2004 among BRADY
CORPORATION, a Wisconsin corporation (the "Company"), BRADY WORLDWIDE, INC., a
Wisconsin corporation ("Worldwide"), and TRICOR DIRECT, INC., a Delaware
corporation ("Tricor", together with the Company and Worldwide, the
"Borrowers"), the Guarantors (defined herein), the Lenders (defined herein) and
BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer.

      The Borrowers have requested that the Lenders provide $215,000,000 in
credit facilities for the purposes set forth herein, and the Lenders are willing
to do so on the terms and conditions set forth herein.

      In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms.

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

      "364-Day Commitment" means, as to each Lender, its obligation to make
364-Day Loans to the Borrowers pursuant to Section 2.01, in an aggregate
principal amount at any one time outstanding not to exceed the Dollar amount set
forth opposite such Lender's name on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable,
as such amount may be adjusted from time to time in accordance with this
Agreement.

      "364-Day Loan" has the meaning specified in Section 2.01(b). All 364-Day
Loans shall be denominated in Dollars.

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

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

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

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

<PAGE>

      "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto. Without limiting the generality
of the foregoing, a Person shall be deemed to be Controlled by another Person if
such other Person possesses, directly or indirectly, power to vote 10% or more
of the securities having ordinary voting power for the election of directors,
managing general partners or the equivalent.

      "Agent-Related Persons" means the Administrative Agent, together with its
Affiliates (including, in the case of Bank of America in its capacity as the
Administrative Agent, BAS), and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.

      "Aggregate 364-Day Commitments" means the 364-Day Commitments of all the
Lenders. The initial amount of the Aggregate 364-Day Commitments in effect on
the Closing Date is NINETY MILLION DOLLARS ($90,000,000).

      "Aggregate Revolving Commitments" means the Revolving Commitments of all
the Lenders. The initial amount of the Aggregate Revolving Commitments in effect
on the Closing Date is ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000);
provided that the amount of the Aggregate Revolving Commitments may be increased
to up to TWO HUNDRED MILLION DOLLARS ($200,000,000) pursuant to Section 2.01(c).

      "Agreement" means this Credit Agreement, as amended, modified,
supplemented and extended from time to time.

      "Alternative Currency" means each of Euro, Sterling, Australian Dollars,
Singapore Dollars, Japanese Yen, Canadian Dollars and each other currency (other
than Dollars) that is approved in accordance with Section 1.07.

      "Alternative Currency Equivalent" means, at any time, with respect to any
amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent or the L/C
Issuer, as the case may be, at such time on the basis of the Spot Rate
(determined in respect of the most recent Revaluation Date) for the purchase of
such Alternative Currency with Dollars.

      "Alternative Currency Sublimit" means an amount equal to the lesser of the
Aggregate Revolving Commitments and $50,000,000. The Alternative Currency
Sublimit is part of, and not in addition to, the Aggregate Revolving
Commitments.

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

<TABLE>
<CAPTION>
             Consolidated
Pricing        Leverage     Commitment       Letters of         Eurocurrency Rate           Base Rate
Level           Ratio          Fee             Credit                Loans                    Loans
-----           -----          ---             ------                -----                    -----
<S>         <C>             <C>              <C>                <C>                         <C>
  1         <1.5:1.0          0.175%           0.750%                0.750%                   0.000%
  2         > or = 1.5:1.0    0.200%           0.875%                0.875%                   0.000%
            but <2.0
</TABLE>

                                       2
<PAGE>

<TABLE>
<S>         <C>               <C>              <C>                   <C>                      <C>
  3         > or = 2.0:1.0    0.250%           1.000%                1.000%                   0.000%
            but <2.5
  4         > or = 2.5:1.0    0.300%           1.375%                1.375%                   0.000%
</TABLE>

Any increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is required to be
delivered pursuant to Section 7.02(b); provided, however, that if a Compliance
Certificate is not delivered when due in accordance with such Section, then
Pricing Level 4 shall apply as of the first Business Day after the date on which
such Compliance Certificate was required to have been delivered and shall
continue to apply until the first Business Day immediately following the date a
Compliance Certificate is delivered in accordance with Section 7.02(b),
whereupon the Applicable Rate shall be adjusted based upon the calculation of
the Consolidated Leverage Ratio contained in such Compliance Certificate. The
Applicable Rate in effect from the Closing Date through the first Business Day
immediately following the date a Compliance Certificate is required to be
delivered pursuant to Section 7.02(b) for the fiscal quarter ending July 31,
2004 shall be determined based upon Pricing Level 3.

      "Applicable Time" means, with respect to any borrowings and payments in
any Alternative Currency, the local time in the place of settlement for such
Alternative Currency as may be determined by the Administrative Agent or the L/C
Issuer, as the case may be, to be necessary for timely settlement on the
relevant date in accordance with normal banking procedures in the place of
payment.

      "Assignment and Assumption" means an Assignment and Assumption
substantially in the form of Exhibit 11.07.

      "Attorney Costs" means and includes all reasonable fees, expenses and
disbursements of any law firm or other external counsel and, without
duplication, the allocated cost of internal legal services and all expenses and
disbursements of internal counsel.

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

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

      "Availability Period" means, with respect to the Revolving Commitments and
the 364-Day Commitments, the period from and including the Closing Date to the
earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate
Revolving Commitments or the Aggregate 364-Day Commitments, as applicable,
pursuant to Section 2.06, and (c) the date of termination of the commitment of
each Lender to make Loans and of the obligation of the L/C Issuer to make L/C
Credit Extensions pursuant to Section 9.02.

                                       3
<PAGE>

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

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

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

      "Base Rate Loan" means a Loan that bears interest based on the Base Rate.
All Base Rate Loans shall be denominated in Dollars.

      "Borrowers" has the meaning specified in the introductory paragraph
hereto, and "Borrower" means any one of them.

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

      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent's Office with respect to
Obligations denominated in Dollars is located and (a) if such day relates to any
interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars,
any fundings, disbursements, settlements and payments in Dollars in respect of
any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried
out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan,
means any such day on which dealings in deposits in Dollars are conducted by and
between banks in the London interbank eurodollar market; (b) if such day relates
to any interest rate settings as to a Eurocurrency Rate Loan denominated in
Euro, any fundings, disbursements, settlements and payments in Euro in respect
of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried
out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan,
means a TARGET Day; (c) if such day relates to any interest rate settings as to
a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro,
means any such day on which dealings in deposits in the relevant currency are
conducted by and between banks in the London or other applicable offshore
interbank market for such currency; and (d) if such day relates to any fundings,
disbursements, settlements and payments in a currency other than Dollars or Euro
in respect of a Eurocurrency Rate Loan denominated in a currency other than
Dollars or Euro, or any other dealings in any currency other than Dollars or
Euro to be carried out pursuant to this Agreement in respect of any such
Eurocurrency Rate Loan (other than any interest rate settings), means any such
day on which banks are open for foreign exchange business in the principal
financial center of the country of such currency.

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

                                       4
<PAGE>

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

      "Capital Stock" means (i) in the case of a corporation, capital stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
capital stock, (iii) in the case of a partnership, partnership interests
(whether general or limited), (iv) in the case of a limited liability company,
membership interests and (v) 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.

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

      "Cash Equivalents" means, as at any date, (a) treasury bills, treasury
cash management bills and other securities issued or directly and fully
guaranteed or insured by the United States or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is pledged
in support thereof) having maturities of not more than twelve months from the
date of acquisition, (b) Eurodollar denominated time deposits and Dollar
denominated certificates of deposit and bankers acceptances, in each case of (i)
any Lender or (ii) any commercial bank of recognized standing having capital and
surplus in excess of $100,000,000 (each, an "Approved Lender"), (c) commercial
paper issued by any Approved Lender (or by the parent company thereof) which is
of investment grade or unrated commercial paper issued by Wisconsin
corporations, provided, in each case, the aggregate principal amount of
commercial paper issued by any one issuer shall not exceed $5,000,000, (d)
repurchase agreements with an Approved Lender, but only to the extent the same
is used as an overnight or over weekend investment, (e) obligations of any state
of the United States or any political subdivision thereof, the interest with
respect to which is entirely exempt from federal income taxation under Section
103 of the Internal Revenue Code and having a rating of A or above by S&P, (f)
investments in municipal put bonds and municipal market auction notes and bonds
rated A or above by S&P, (g) investments, classified in accordance with GAAP as
current assets, in adjustable rate preferred stock (which must be purchased at
the call price or below) and money market investment programs registered under
the Investment Company Act of 1940, as amended, in each case, which are
administered by reputable financial institutions having capital of at least
$100,000,000, 70% of the interest with respect to which is exempt from federal
income taxation under Section 103 of the Internal Revenue Code, and having a
rating of A or above by S&P, and (h) VEBA investments in municipal put bonds and
notes, money market preferred stock and commercial paper, in each case, the
interest with respect to which is taxable, and having a long term rating of A or
above by S&P.

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

            (a) any "person" or "group" (as such terms are used in Sections
      13(d) and 14(d) of the Securities Exchange Act of 1934 (but excluding (i)
      any employee benefit plan of such person or its subsidiaries, (ii) any
      person or entity acting in its capacity as trustee, agent or other
      fiduciary or administrator of any such plan, or (iii) Elizabeth Brady,
      William Brady and their descendants or any trusts established for them or
      their descendants, and the W. H. Brady Foundation, Inc.) becomes the
      "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
      Securities Exchange Act of 1934, except that a person or group shall be
      deemed to have "beneficial ownership" of all Capital Stock that such
      person or group has the right to acquire (such right, an "option right"),
      whether such right is exercisable immediately or only after the passage of
      time), directly or indirectly, of 33 1/3% of the Capital Stock of the
      Company entitled to vote for members of the board of directors or
      equivalent governing body of the Company on a fully diluted basis (and
      taking into account all such securities that such person or group has the
      right to acquire pursuant to any option right);

                                       5
<PAGE>

            (b) during any period of 12 consecutive months, 75% of the members
      of the board of directors or other equivalent governing body of the
      Company cease to be composed of individuals (i) who were members of that
      board or equivalent governing body on the first day of such period, (ii)
      whose election or nomination to that board or equivalent governing body
      was approved by individuals referred to in clause (i) above constituting
      at the time of such election or nomination at least a majority of that
      board or equivalent governing body or (iii) whose election or nomination
      to that board or other equivalent governing body was approved by
      individuals referred to in clauses (i) and (ii) above constituting at the
      time of such election or nomination at least a majority of that board or
      equivalent governing body (excluding, in the case of both clause (ii) and
      clause (iii), any individual whose initial nomination for, or assumption
      of office as, a member of that board or equivalent governing body occurs
      as a result of an actual or threatened solicitation of proxies or consents
      for the election or removal of one or more directors by any person or
      group other than a solicitation for the election of one or more directors
      by or on behalf of the board of directors); or

            (c) the Company fails to own (directly or indirectly) 100% of the
      outstanding Capital Stock of Worldwide or Tricor.

      "Closing Date" means the date hereof.

      "Commitment" means, as to each Lender, the Revolving Commitment of such
Lender and/or the 364-Day Commitment of such Lender.

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

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

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

      "Consolidated Domestic EBITDA" means, for any period, Consolidated EBITDA
for such period minus the portion of Consolidated EBITDA for such period that is
attributable to Foreign Subsidiaries of the Company, all as determined in
accordance with GAAP.

      "Consolidated EBIT" means, for any period, for the Company and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus the following to the extent deducted in calculating such
Consolidated Net Income: (a) Consolidated Interest Charges for such period, (b)
consolidated tax expense for federal, state, local and foreign income taxes for
the Company and its Subsidiaries for such period, (c) non-cash restructuring
charges incurred after the Closing Date for such period, (d) cash restructuring
charges incurred after the Closing Date not to exceed $5,000,000 during such
period, all as determined in accordance with GAAP; provided, however, that
Consolidated EBIT for the fiscal quarters ending April 30, 2004, July 31, 2004
and October 31, 2004 shall be equal to the sum of (i) the amount determined
pursuant to the first clause of this definition for the applicable period plus
(ii) the aggregate Consolidated Scheduled Restructuring Charges for each fiscal
quarter occurring during such period.

                                       6
<PAGE>

      "Consolidated EBITDA" means, for any period, for the Company and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated EBIT for
such period plus the amount of depreciation and amortization expense for such
period that was deducted in calculating Consolidated Net Income for such Period,
all as determined in accordance with GAAP.

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

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

      "Consolidated Interest Coverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated EBIT for the period of the four
fiscal quarters most recently ended for which the Company has delivered
financial statements pursuant to Section 7.01(a) or (b) to (b) Consolidated
Interest Charges for the period of the four fiscal quarters most recently ended
for which the Company has delivered financial statements pursuant to Section
7.01(a) or (b).

      "Consolidated Leverage Ratio" means, as of any date of determination, the
ratio of (a) Consolidated Funded Indebtedness as of such date to (b)
Consolidated EBITDA for the period of the four fiscal quarters most recently
ended for which the Company has delivered financial statements pursuant to
Section 7.01(a) or (b).

      "Consolidated Net Income" means, for any period, for the Company and its
Subsidiaries on a consolidated basis, the net income of the Company and its
Subsidiaries (excluding (a) all extraordinary non-cash items and (b) income or
loss of any Person in which the Company owns less than 50% of the Capital Stock
thereof) for that period, as determined in accordance with GAAP.

      "Consolidated Scheduled Restructuring Charges" means for the fiscal
quarters ending July 31, 2003, October 31, 2003 and January 31, 2004, the amount
of restructuring charges for such fiscal quarters on Schedule 1.01(a).

      "Consolidated Tangible Net Worth" means, as of any date, the consolidated
shareholders' equity of the Company and its Subsidiaries minus intangible assets
of the Company and its Subsidiaries as of such date, all as determined in
accordance with GAAP.

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

      "Control" has the meaning specified in the definition of "Affiliate."

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

      "Debtor Relief Laws" means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement,

                                       7
<PAGE>

receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.

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

      "Default Rate" means (a) when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to an interest rate equal to (i)
the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate
Loans plus (iii) 2% per annum; provided, however, that with respect to a
Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the
interest rate (including any Applicable Rate and any Mandatory Cost) otherwise
applicable to such Loan plus 2% per annum, in each case to the fullest extent
permitted by applicable Laws and (b) when used with respect to Letter of Credit
Fees, a rate equal to the Applicable Rate plus 2% per annum, in all cases to the
fullest extent permitted by applicable Laws.

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

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

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

      "Dollar Equivalent" means, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in
Dollars as determined by the Administrative Agent or the L/C Issuer, as the case
may be, at such time on the basis of the Spot Rate (determined in respect of the
most recent Revaluation Date) for the purchase of Dollars with such Alternative
Currency.

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

      "Eligible Assignee" has the meaning specified in Section 11.07(g).

      "Emed" means Emed Co., Inc., a New York corporation.

      "Emed Purchase Agreement" means the Securities Purchase Agreement by and
among the Company, Emed, Summit/Emed Holdings LLC and others, to be dated on or
about March 31, 2004, as amended.

      "EMU" means the economic and monetary union in accordance with the Treaty
of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty
of 1992 and the Amsterdam Treaty of 1998.

                                       8
<PAGE>

      "EMU Legislation" means the legislative measures of the European Council
for the introduction of, changeover to or operation of a single or unified
European currency.

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

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

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

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

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

      "Euro" and "EUR" mean the lawful currency of the Participating Member
States introduced in accordance with the EMU Legislation.

      "Eurocurrency Base Rate" means for any Interest Period with respect to a
Eurocurrency Rate Loan:

            (a) the applicable Screen Rate for such Interest Period; or

            (b) if the applicable Screen Rate shall not be available, the rate
      per annum determined by the Administrative Agent as the rate of interest
      at which deposits in the relevant currency for delivery on the first day
      of such Interest Period in Same Day Funds in the approximate amount of the
      Eurocurrency Rate Loan being made, continued or converted by Bank of
      America and with a term equivalent to such Interest Period would be
      offered by Bank of America's London Branch (or other Bank of America
      branch or Affiliate) to major banks in the

                                       9
<PAGE>

      London or other offshore interbank market for such currency at their
      request at approximately 4:00 p.m. (London time) two Business Days prior
      to the first day of such Interest Period.

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

      "Eurocurrency Rate Loan" means a Loan that bears interest at a rate based
on the Eurocurrency Rate. All Loans denominated in an Alternative Currency must
be Eurocurrency Rate Loans.

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

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

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

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

      "Fee Letter" means the letter agreement, dated March 8, 2004 among the
Company, the Administrative Agent and BAS.

      "Foreign Lender" has the meaning specified in Section 11.15(a)(i).

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

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

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

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

            (b) all purchase money Indebtedness;

                                       10
<PAGE>

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

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

            (e) all obligations in respect of the deferred purchase price of
      property or services (other than trade accounts payable in the ordinary
      course of business);

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

            (g) the Attributable Indebtedness of Securitization Transactions;

            (h) all preferred stock or other equity interests providing for
      mandatory redemptions, sinking fund or like payments prior to the Maturity
      Date;

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

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

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

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

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

      "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

      "Guarantee" means, as to any Person, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or

                                       11
<PAGE>

supply funds for the purchase or payment of) such Indebtedness or other
obligation, (ii) to purchase or lease property, securities or services for the
purpose of assuring the obligee in respect of such Indebtedness or other
obligation of the payment or performance of such Indebtedness or other
obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation, or (iv) entered into for the purpose of assuring in any
other manner the obligee in respect of such Indebtedness or other obligation of
the payment or performance thereof or to protect such obligee against loss in
respect thereof (in whole or in part), or (b) any Lien on any assets of such
Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person.
The amount of any Guarantee shall be deemed to be an amount equal to the stated
or determinable amount of the related primary obligation, or portion thereof, in
respect of which such Guarantee is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith. The term "Guarantee" as a verb has a
corresponding meaning.

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

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

      "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

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

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

            (a) all Funded Indebtedness;

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

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

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

      "Indemnified Liabilities" has the meaning specified in Section 11.05.

      "Indemnitees" has the meaning specified in Section 11.05.

      "Interest Payment Date" means (a) as to any Eurocurrency Loan, the last
day of each Interest Period applicable to such Loan and the Maturity Date;
provided, however, that if any Interest Period for a Eurocurrency Rate Loan
exceeds three months, the respective dates that fall every three months after
the

                                       12
<PAGE>

beginning of such Interest Period shall also be Interest Payment Dates; and (b)
as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of
each March, June, September and December and the Maturity Date.

      "Interest Period" means, as to each Eurocurrency Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan is disbursed or converted to
or continued as a Eurocurrency Rate Loan and ending on (i) in the case of
364-Day Loans, the date seven days or one, two, three or six months thereafter
and (ii) in the case of Revolving Loans, the date one, two, three or six months
thereafter in each case, as selected by the applicable Borrower in its Loan
Notice; provided that:

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

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

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

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

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

      "Investment" means, as to any Person, any direct or indirect acquisition
or investment by such Person, whether by means of (a) the purchase or other
acquisition of Capital Stock of another Person, (b) a loan, advance or capital
contribution to, Guarantee or assumption of debt of, or purchase or other
acquisition of any other debt or equity participation or interest in, another
Person, including any partnership or joint venture interest in such other
Person, (c) an Acquisition or (d) the Disposition of any Property for less than
the fair market value thereof (other than Dispositions under Sections 8.05(d)
and (e)). For purposes of covenant compliance, the amount of any Investment
shall be the amount actually invested, without adjustment for subsequent
increases or decreases in the value of such Investment.

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

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

      "IRS" means the United States Internal Revenue Service.

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

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

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

                                       13
<PAGE>

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

      "L/C Advance" means, with respect to each Lender, such Lender's funding of
its participation in any L/C Borrowing in accordance with its Pro Rata Share.
All L/C Advances shall be denominated in Dollars.

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

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

      "L/C Issuer" means Bank of America in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.
Letters of Credit may be issued in Dollars or in an Alternative Currency.

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

      "Lenders" means each of the Persons identified as a "Lender" on the
signature pages hereto, any Person that becomes a Lender pursuant to Section
2.01(c) and their successors and assigns and, as the context requires, includes
the L/C Issuer and the Swing Line Lender.

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

      "Letter of Credit" means any letter of credit issued hereunder. A Letter
of Credit may be a commercial letter of credit or a standby letter of credit.

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

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

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

                                       14
<PAGE>

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

      "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of
a security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, and any financing lease having
substantially the same economic effect as any of the foregoing).

      "Loan" means an extension of credit by a Lender to a Borrower under
Article II in the form of a Revolving Loan, 364-Day Loan or a Swing Line Loan.

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

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

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

      "Mandatory Cost" means, with respect to any period, the percentage rate
per annum determined in accordance with Schedule 1.01(b).

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

      "Maturity Date" means (a) as to the Revolving Loans, Swing Line Loans and
Letters of Credit (and the related L/C Obligations), March 31, 2009 and (b) as
to the 364-Day Loans, the date that is 364 days following the Closing Date.

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

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

      "Note" has the meaning specified in Section 2.11(a).

      "Note Purchase Agreement" means that certain note purchase agreement, to
be executed subsequent to the Closing Date but prior to June 30, 2004, among the
Company and the purchasers party thereto pursuant to which the Company shall
issue promissory notes that evidence the Indebtedness permitted pursuant to
Section 8.03(f).

                                       15
<PAGE>

      "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Loan Party or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding. The foregoing shall also include (a)
all obligations under any Swap Contract between any Loan Party and any Lender or
Affiliate of a Lender that is permitted to be incurred pursuant to Section
8.03(d) and (b) all obligations under any Treasury Management Agreement between
any Loan Party and any Lender or Affiliate of a Lender.

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

      "Outstanding Amount" means (a) with respect to any Revolving Loans on any
date, the Dollar Equivalent amount of the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of
any Revolving Loans occurring on such date; (b) with respect to any 364-Day
Loans on any date, the Dollar Equivalent amount of the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments
or repayments of any 364-Day Loans occurring on such date; (c) with respect to
Swing Line Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of such
Swing Line Loans occurring on such date and (d) with respect to any L/C
Obligations on any date, the Dollar Equivalent amount of the aggregate
outstanding amount of such L/C Obligations on such date after giving effect to
any L/C Credit Extension occurring on such date and any other changes in the
aggregate amount of the L/C Obligations as of such date, including as a result
of any reimbursements of outstanding unpaid drawings under any Letters of Credit
or any reductions in the maximum amount available for drawing under Letters of
Credit taking effect on such date.

      "Overnight Rate" means, for any day, (a) with respect to any amount
denominated in Dollars, the Federal Funds Rate, and (b) with respect to any
amount denominated in an Alternative Currency, the rate of interest per annum at
which overnight deposits in the applicable Alternative Currency, in an amount
approximately equal to the amount with respect to which such rate is being
determined, would be offered for such day by a branch or Affiliate of Bank of
America in the applicable offshore interbank market for such currency to major
banks in such interbank market.

      "Participant" has the meaning specified in Section 11.07(d).

      "Participating Member State" means each state so described in any EMU
Legislation.

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

      "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Company or
any ERISA Affiliate or to which the Company or any ERISA Affiliate

                                       16
<PAGE>

contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made
contributions at any time during the immediately preceding five plan years.

      "Permitted Acquisitions" means Investments consisting of an Acquisition by
a Loan Party, provided that (a) the Property acquired (or the Property of the
Person acquired) in such Acquisition is used or useful in the same or a similar
line of business as the Company and its Subsidiaries were engaged in on the
Closing Date (or any reasonable extensions or expansions thereof), (b) in the
case of an Acquisition of the Capital Stock of another Person, the board of
directors (or other comparable governing body) of such other Person shall have
duly approved such Acquisition, (c) upon giving effect to such Acquisition on a
Pro Forma Basis, the Loan Parties would be in compliance with the financial
covenants set forth in Section 8.11 as of the most recent fiscal quarter for
which the Company was required to deliver financial statements pursuant to
Section 7.01(a) or (b), (d) the representations and warranties made by the Loan
Parties in each Loan Document shall be true and correct in all material respects
at and as if made as of the date of such Acquisition (after giving effect
thereto) except to the extent such representations and warranties expressly
relate to an earlier date, (e) if such transaction involves the purchase of an
interest in a partnership between the Company (or a Subsidiary) as a general
partner and entities unaffiliated with the Company or such Subsidiary as the
other partners, such transaction shall be effected by having such equity
interest acquired by a corporate holding company directly or indirectly
wholly-owned by the Company newly formed for the sole purpose of effecting such
transaction and (f) the aggregate consideration (including cash and non-cash
consideration, any assumption of Indebtedness, any acquired Indebtedness,
deferred purchase price and any earn-out payments) paid by the Company or any
Subsidiary for any such Acquisition (other than the Acquisition of Emed in
accordance with the terms of the Emed Purchase Agreement) shall not exceed
$75,000,000.

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

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

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

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

      "Pro Forma Basis" means, for purposes of calculating the financial
covenants set forth in Section 8.11 (including for purposes of determining the
Applicable Rate), that any Disposition, Involuntary Disposition, Acquisition or
Restricted Payment shall be deemed to have occurred as of the first day of the
most recent four fiscal quarter period preceding the date of such transaction
for which the Company was required to deliver financial statements pursuant to
Section 7.01(a) or (b). In connection with the foregoing, (a) with respect to
any Disposition or Involuntary Disposition, (i) income statement and cash flow
statement items (whether positive or negative) attributable to the Property
disposed of shall be excluded to the extent relating to any period occurring
prior to the date of such transaction and (ii) Indebtedness which is retired
shall be excluded and deemed to have been retired as of the first day of the
applicable period and (b) with respect to any Acquisition, (i) income statement
items attributable to the Person or Property acquired shall be included to the
extent relating to any period applicable in such calculations to the extent (A)
such items are not otherwise included in such income statement items for the
Company and its Subsidiaries in accordance with GAAP or in accordance with any
defined terms set forth in Section 1.01 and (B) such items are supported by
financial statements or other information

                                       17
<PAGE>

reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness
incurred or assumed by the Company or any Subsidiary (including the Person or
Property acquired) in connection with such transaction and any Indebtedness of
the Person or Property acquired which is not retired in connection with such
transaction (A) shall be deemed to have been incurred as of the first day of the
applicable period and (B) if such Indebtedness has a floating or formula rate,
shall have an implied rate of interest for the applicable period for purposes of
this definition determined by utilizing the rate which is or would be in effect
with respect to such Indebtedness as at the relevant date of determination.

      "Pro Rata Share" means, as to each Lender at any time, (a) with respect to
such Lender's Revolving Commitment at any time, a fraction (expressed as a
percentage, carried out to the ninth decimal place), the numerator of which is
the amount of the Revolving Commitment of such Lender at such time and the
denominator of which is the amount of the Aggregate Revolving Commitments at
such time; provided that if the commitment of each Lender to make Revolving
Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have
been terminated pursuant to Section 9.02, then the Pro Rata Share of each Lender
shall be determined based on the Pro Rata Share of such Lender immediately prior
to such termination and after giving effect to any subsequent assignments made
pursuant to the terms hereof and (b) with respect to such Lender's 364-Day
Commitment at any time, a fraction (expressed as a percentage, carried out to
the ninth decimal place), the numerator of which is the amount of the 364-Day
Commitment of such Lender at such time and the denominator of which is the
amount of the Aggregate 364-Day Commitments at such time; provided that if the
commitment of each Lender to make 364-Day Loans has been terminated pursuant to
Section 9.02, then the Pro Rata Share of each Lender shall be determined based
on the Pro Rata Share of such Lender immediately prior to such termination and
after giving effect to any subsequent assignments made pursuant to the terms
hereof. The initial Pro Rata Share of each Lender is set forth opposite the name
of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.

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

      "Register" has the meaning specified in Section 11.07(c).

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

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

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

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

                                       18
<PAGE>

      "Restricted Payment" means any dividend or other distribution (whether in
cash, securities or other property) with respect to any Capital Stock of the
Company or any Subsidiary, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any such Capital Stock or of any option, warrant or other right to acquire any
such Capital Stock, or any setting apart of funds or Property for any of the
foregoing.

      "Revaluation Date" means (a) with respect to any Loan, each of the
following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated
in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency
Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and
(iii) such additional dates as the Administrative Agent shall determine or the
Required Lenders shall require; and (b) with respect to any Letter of Credit,
each of the following: (i) each date of an issuance of a Letter of Credit
denominated in an Alternative Currency, (ii) each date of an amendment of any
such Letter of Credit having the effect of increasing the amount thereof (solely
with respect to the increased amount), (iii) each date of any payment by the L/C
Issuer of any Letter of Credit denominated in an Alternative Currency, and (iv)
such additional dates as the Administrative Agent or the L/C Issuer shall
determine or the Required Lenders shall require.

      "Revolving Commitment" means, as to each Lender, its obligation to (a)
make Revolving Loans to the Borrowers pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to
exceed the Dollar amount set forth opposite such Lender's name on Schedule 2.01,
in any documentation executed by such Lender pursuant to Section 2.01(c) or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

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

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

      "Sale and Leaseback Transaction" means, with respect to the Company or any
Subsidiary, any arrangement, directly or indirectly, with any Person whereby the
Company or such Subsidiary shall sell or transfer any Property used or useful in
its business, whether now owned or hereafter acquired, and thereafter rent or
lease such Property or other Property that it intends to use for substantially
the same purpose or purposes as the Property being sold or transferred.

      "Same Day Funds" means (a) with respect to disbursements and payments in
Dollars, immediately available funds, and (b) with respect to disbursements and
payments in an Alternative Currency, same day or other funds as may be
determined by the Administrative Agent or the L/C Issuer, as the case may be, to
be customary in the place of disbursement or payment for the settlement of
international banking transactions in the relevant Alternative Currency.

      "Screen Rate" means, for any Interest Period (a) the rate per annum equal
to the rate determined by the Administrative Agent to be the offered rate that
appears on the page of the Telerate screen (or any successor thereto) that
displays an average British Bankers Association Interest Settlement Rate for
deposits in the relevant currency (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period, determined as
of approximately 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period; or (b) if the rate referenced in the preceding
clause (a) does not appear on such page or service or such page or service shall
cease to be available, the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate on such

                                       19
<PAGE>

other page or other service that displays an average British Bankers Association
Interest Settlement Rate for deposits in the relevant currency (for delivery on
the first day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period.

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

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

      "Solvent" or "Solvency" means, with respect to any Person as of a
particular date, that on such date (a) such Person is able to pay its debts and
other liabilities, contingent obligations and other commitments as they mature
in the ordinary course of business, (b) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature in their ordinary course,
(c) such Person is not engaged in a business or a transaction, and is not about
to engage in a business or a transaction, for which such Person's Property would
constitute unreasonably small capital after giving due consideration to the
prevailing practice in the industry in which such Person is engaged or is to
engage, (d) the fair value of the Property of such Person is greater than the
total amount of liabilities, including, without limitation, contingent
liabilities, of such Person and (e) the present fair salable value of the assets
of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured. In computing the amount of contingent liabilities at any time, it is
intended that such liabilities will be computed at the amount which, in light of
all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability.

      "Special Notice Currency" means at any time an Alternative Currency, other
than the currency of a country that is a member of the Organization for Economic
Cooperation and Development at such time located in North America or Europe.

      "Spot Rate" for a currency means the rate determined by the Administrative
Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person
acting in such capacity as the spot rate for the purchase by such Person of such
currency with another currency through its principal foreign exchange trading
office at approximately 11:00 a.m. on the date two Business Days prior to the
date as of which the foreign exchange computation is made; provided that the
Administrative Agent or the L/C Issuer may obtain such spot rate from another
financial institution designated by the Administrative Agent or the L/C Issuer
if the Person acting in such capacity does not have as of the date of
determination a spot buying rate for any such currency; and provided further
that the L/C Issuer may use such spot rate quoted on the date as of which the
foreign exchange computation is made in the case of any Letter of Credit
denominated in an Alternative Currency.

      "Sterling" and "(pound)" mean the lawful currency of the United Kingdom.

      "Subordinated Indebtedness" means unsecured Indebtedness of the Borrower
which by its terms is subordinated to the Obligations in a manner and to an
extent acceptable to the Administrative Agent.

      "Subsidiary" of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of Voting Stock is at the time beneficially owned, or the management of
which is otherwise controlled, directly, or indirectly through

                                       20
<PAGE>

one or more intermediaries, or both, by such Person. Unless otherwise specified,
all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a
Subsidiary or Subsidiaries of the Company.

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

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

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

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

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

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

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

      "TARGET Day" means any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer (TARGET) payment system (or, if such payment
system ceases to be operative, such other payment system (if any) determined by
the Administrative Agent to be a suitable replacement) is open for the
settlement of payments in Euro.

      "Threshold Amount" means $15,000,000.

                                       21
<PAGE>

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

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

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

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

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

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

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

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

      "Wholly Owned Subsidiary" means any Person 100% of whose Capital Stock is
at the time owned by the Company directly or indirectly through other Persons
100% of whose Capital Stock is at the time owned, directly or indirectly, by the
Company.

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

1.02 Other Interpretive Provisions.

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

            (a) The meanings of defined terms are equally applicable to the
      singular and plural forms of the defined terms.

            (b)   (i) The words "herein," "hereto," "hereof" and "hereunder" and
      words of similar import when used in any Loan Document shall refer to such
      Loan Document as a whole and not to any particular provision thereof.

                  (ii) Article, Section, Exhibit and Schedule references are to
            the Loan Document in which such reference appears.

                  (iii) The term "including" is by way of example and not
            limitation.

                                       22
<PAGE>

                  (iv) The term "documents" includes any and all instruments,
            documents, agreements, certificates, notices, reports, financial
            statements and other writings, however evidenced, whether in
            physical or electronic form.

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

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

1.03 Accounting Terms.

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

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

      (c) Notwithstanding the above, the parties hereto acknowledge and agree
that all calculations of the financial covenants in Section 8.11 (including for
purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis.

1.04 Rounding.

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

1.05 References to Agreements and Laws.

      Unless otherwise expressly provided herein, (a) references to Organization
Documents, agreements (including the Loan Documents) and other contractual
instruments shall be deemed to include

                                       23
<PAGE>

all subsequent amendments, restatements, extensions, supplements and other
modifications thereto, but only to the extent that such amendments,
restatements, extensions, supplements and other modifications are not prohibited
by any Loan Document; and (b) references to any Law shall include all statutory
and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Law.

1.06 Exchange Rates; Currency Equivalents.

      (a) The Administrative Agent or the L/C Issuer, as applicable, shall
determine the Spot Rates as of each Revaluation Date to be used for calculating
Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts
denominated in Alternative Currencies. Such Spot Rates shall become effective as
of such Revaluation Date and shall be the Spot Rates employed in converting any
amounts between the applicable currencies until the next Revaluation Date to
occur. Except for purposes of financial statements delivered by Loan Parties
hereunder or calculating financial covenants hereunder or except as otherwise
provided herein, the applicable amount of any currency (other than Dollars) for
purposes of the Loan Documents shall be such Dollar Equivalent amount as so
determined by the Administrative Agent or the L/C Issuer, as applicable.

      (b) Wherever in this Agreement in connection with a Borrowing, conversion,
continuation or prepayment of a Eurocurrency Rate Loan or the issuance,
amendment or extension of a Letter of Credit, an amount, such as a required
minimum or multiple amount, is expressed in Dollars, but such Borrowing,
Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative
Currency, such amount shall be the relevant Alternative Currency Equivalent of
such Dollar amount (rounded to the nearest unit of such Alternative Currency,
with 0.5 of a unit being rounded upward), as determined by the Administrative
Agent or the L/C Issuer, as the case may be.

1.07 Additional Alternative Currencies.

      (a) The Company may from time to time request that Eurocurrency Rate Loans
be made and/or Letters of Credit be issued in a currency other than those
specifically listed in the definition of "Alternative Currency;" provided that
such requested currency is a lawful currency (other than Dollars) that is
readily available and freely transferable and convertible into Dollars. In the
case of any such request with respect to the making of Eurocurrency Rate Loans,
such request shall be subject to the approval of the Administrative Agent and
the Lenders; and in the case of any such request with respect to the issuance of
Letters of Credit, such request shall be subject to the approval of the
Administrative Agent and the L/C Issuer.

      (b) Any such request shall be made to the Administrative Agent not later
than 11:00 a.m., fifteen Business Days prior to the date of the desired Credit
Extension (or such other time or date as may be agreed by the Administrative
Agent and, in the case of any such request pertaining to Letters of Credit, the
L/C Issuer, in its or their sole discretion). In the case of any such request
pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly
notify each Lender thereof; and in the case of any such request pertaining to
Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer
thereof. Each Lender (in the case of any such request pertaining to Eurocurrency
Rate Loans) or the L/C Issuer (in the case of a request pertaining to Letters of
Credit) shall notify the Administrative Agent, not later than 11:00 a.m., seven
Business Days after receipt of such request whether it consents, in its sole
discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters
of Credit, as the case may be, in such requested currency.

      (c) Any failure by a Lender or the L/C Issuer, as the case may be, to
respond to such request within the time period specified in the preceding
sentence shall be deemed to be a refusal by such Lender or the L/C Issuer, as
the case may be, to permit Eurocurrency Rate Loans to be made or Letters of
Credit

                                       24
<PAGE>

to be issued in such requested currency. If the Administrative Agent and all the
Lenders consent to making Eurocurrency Rate Loans in such requested currency,
the Administrative Agent shall so notify the Company and such currency shall
thereupon be deemed for all purposes to be an Alternative Currency hereunder for
purposes of any Borrowings of Eurocurrency Rate Loans; and if the Administrative
Agent and the L/C Issuer consent to the issuance of Letters of Credit in such
requested currency, the Administrative Agent shall so notify the Company and
such currency shall thereupon be deemed for all purposes to be an Alternative
Currency hereunder for purposes of any Letter of Credit issuances. If the
Administrative Agent shall fail to obtain consent to any request for an
additional currency under this Section 1.07, the Administrative Agent shall
promptly so notify the Company.

1.08 Change of Currency.

      (a) Each obligation of the Borrowers to make a payment denominated in the
national currency unit of any member state of the European Union that adopts the
Euro as its lawful currency after the date hereof shall be redenominated into
Euro at the time of such adoption (in accordance with the EMU Legislation). If,
in relation to the currency of any such member state, the basis of accrual of
interest expressed in this Agreement in respect of that currency shall be
inconsistent with any convention or practice in the London interbank market for
the basis of accrual of interest in respect of the Euro, such expressed basis
shall be replaced by such convention or practice with effect from the date on
which such member state adopts the Euro as its lawful currency; provided that if
any Borrowing in the currency of such member state is outstanding immediately
prior to such date, such replacement shall take effect, with respect to such
Borrowing, at the end of the then current Interest Period.

      (b) Each provision of this Agreement shall be subject to such reasonable
changes of construction as the Administrative Agent may from time to time
specify to be appropriate to reflect the adoption of the Euro by any member
state of the European Union and any relevant market conventions or practices
relating to the Euro.

      (c) Each provision of this Agreement also shall be subject to such
reasonable changes of construction as the Administrative Agent may from time to
time specify to be appropriate to reflect a change in currency of any other
country and any relevant market conventions or practices relating to the change
in currency.

1.09 Times of Day.

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

1.10 Letter of Credit Amounts.

      Unless otherwise specified, all references herein to the amount of a
Letter of Credit at any time shall be deemed to mean the Dollar Equivalent of
the maximum face amount of such Letter of Credit after giving effect to all
increases thereof contemplated by such Letter of Credit or the Issuer Documents
related thereto, whether or not such maximum face amount is in effect at such
time.

                                       25
<PAGE>

                                   ARTICLE II

                      THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 Revolving Loans and 364-Day Loans.

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

      (b) 364-Day Loans. Subject to the terms and conditions set forth herein,
each Lender severally agrees to make loans (each such loan, a "364-Day Loan") to
the Borrowers in Dollars from time to time on any Business Day during the
Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of such Lender's 364-Day Commitment; provided, however, that after
giving effect to any Borrowing of 364-Day Loans, (i) the aggregate Outstanding
Amount of all 364-Day Loans shall not exceed the Aggregate 364-Day Commitments
and (ii) the aggregate Outstanding Amount of the 364-Day Loans of any Lender
shall not exceed such Lender's 364-Day Commitment. Within the limits of each
Lender's 364-Day Commitment, and subject to the other terms and conditions
hereof, the Borrowers may borrow under this Section 2.01, prepay under Section
2.05, and reborrow under this Section 2.01. 364-Day Loans may be Base Rate Loans
or Eurocurrency Rate Loans, as further provided herein, provided, however, all
Borrowings made on the Closing Date shall be made as Base Rate Loans.

      (c) Increase of Aggregate Revolving Commitments. The Company may at any
time and from time to time, upon prior written notice by the Company to the
Administrative Agent, increase the Aggregate Revolving Commitments by up to
SEVENTY-FIVE MILLION DOLLARS ($75,000,000) with additional Revolving Commitments
from any existing Lender or new Revolving Commitments from any other Person
selected by the Company and approved by the Administrative Agent (which approval
shall not be unreasonably withheld in the absence of a Default); provided that:

            (i) any such increase shall be in a minimum principal amount of
      $5,000,000 and in integral multiples of $5,000,000 in excess thereof;

            (ii) no Default shall be continuing at the time of any such
      increase;

            (iii) no existing Lender shall be under any obligation to increase
      its Revolving Commitment and any such decision whether to increase its
      Revolving Commitment shall be in such Lender's sole and absolute
      discretion; and

                                       26
<PAGE>

            (iv) any new Lender shall join this Agreement by executing such
      joinder documents reasonably required by the Administrative Agent.

2.02 Borrowings, Conversions and Continuations of Loans.

      (a) Each Borrowing, each conversion of Loans from one Type to the other,
and each continuation of Eurocurrency Rate Loans shall be made upon the
applicable Borrower's irrevocable notice to the Administrative Agent, which may
be given by telephone. Each such notice must be received by the Administrative
Agent not later than 11:00 a.m. (i) three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of, Eurocurrency Rate
Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans
denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five
Business Days in the case of a Special Notice Currency) prior to the requested
date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in
Alternative Currencies and (iii) on the requested date of any Borrowing of Base
Rate Loans. Each telephonic notice by any Borrower pursuant to this Section
2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a
written Loan Notice, appropriately completed and signed by a Responsible Officer
of such Borrower. Each Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c)
and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a
principal amount of $1,000,000 or a whole multiple of $500,000 in excess
thereof. Each Loan Notice (whether telephonic or written) shall specify (i)
whether such Borrower is requesting a Borrowing, a conversion of Loans from one
Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the
requested date of the Borrowing, conversion or continuation, as the case may be
(which shall be a Business Day), (iii) the principal amount of Loans to be
borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to
which existing Loans are to be converted, (v) if applicable, the duration of the
Interest Period with respect thereto, and (vi) the currency of the Loans to be
borrowed. If the applicable Borrower fails to specify a currency in a Loan
Notice requesting a Borrowing, then the Loans so requested shall be made in
Dollars. If the applicable Borrower fails to specify a Type of a Loan in a Loan
Notice or if such Borrower fails to give a timely notice requesting a conversion
or continuation, then the applicable Loans shall be made as, or converted to,
Base Rate Loans; provided, however, that in the case of a failure to timely
request a continuation of Loans denominated in an Alternative Currency, such
Loans shall be continued as Eurocurrency Rate Loans in their original currency
with an Interest Period of one month. Any automatic conversion to Base Rate
Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurocurrency Rate Loans. If a Borrower
requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate
Loans in any Loan Notice, but fails to specify an Interest Period, it will be
deemed to have specified an Interest Period of one month. No Loan may be
converted into or continued as a Loan denominated in a different currency, but
instead must be prepaid in the original currency of such Loan and reborrowed in
the other currency.

      (b) Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of the amount (and currency) of its Pro Rata Share
of the applicable Loans, and if no timely notice of a conversion or continuation
is provided by the applicable Borrower, the Administrative Agent shall notify
each Lender of the details of any automatic conversion to Base Rate Loans or
continuation of Loans denominated in a currency other than Dollars, in each case
as described in the preceding subsection. In the case of a Borrowing, each
Lender shall make the amount of its Loan available to the Administrative Agent
in Same Day Funds at the Administrative Agent's Office for the applicable
currency not later than 1:00 p.m., in the case of any Loan denominated in
Dollars, and not later than the Applicable Time specified by the Administrative
Agent in the case of any Loan in an Alternative Currency, in each case on the
Business Day specified in the applicable Loan Notice. Upon satisfaction of the
applicable conditions set forth in Section 5.02 (and, if such Borrowing is the
initial Credit Extension, Section 5.01), the Administrative Agent shall make all
funds so received available to the applicable

                                       27
<PAGE>

Borrower in like funds as received by the Administrative Agent either by (i)
crediting the account of such Borrower on the books of Bank of America with the
amount of such funds or (ii) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) the
Administrative Agent by such Borrower; provided, however, that if, on the date
of a Borrowing of Revolving Loans denominated in Dollars or 364-Day Loans, there
are L/C Borrowings outstanding, then the proceeds of such Borrowing, first,
shall be applied to the payment in full of any such L/C Borrowings and second,
shall be made available to such Borrower as provided above.

      (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be
continued or converted only on the last day of the Interest Period for such
Eurocurrency Rate Loan. During the existence of a Default, no Loans may be
requested as, converted to or continued as Eurocurrency Rate Loans (whether in
Dollars or an Alternative Currency) without the consent of the Required Lenders,
and the Required Lenders may demand that any or all of the then outstanding
Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or
redenominated into Dollars in the amount of the Dollar Equivalent thereof, on
the last day of the then current Interest Period with respect thereto.

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

      (e) After giving effect to all Borrowings, all conversions of Loans from
one Type to the other, and all continuations of Loans as the same Type, there
shall not be more than 5 Interest Periods in effect with respect to Revolving
Loans and not more than 5 Interest Periods in effect with respect to 364-Day
Loans.

2.03 Letters of Credit.

      (a) The Letter of Credit Commitment.

            (i) Subject to the terms and conditions set forth herein, (A) the
      L/C Issuer agrees, in reliance upon the agreements of the other Lenders
      set forth in this Section 2.03, (1) from time to time on any Business Day
      during the period from the Closing Date until the Letter of Credit
      Expiration Date, to issue Letters of Credit denominated in Dollars or in
      one or more Alternative Currencies for the account of the Borrowers or any
      of their Subsidiaries, and to amend or extend Letters of Credit previously
      issued by it, in accordance with subsection (b) below, and (2) to honor
      drawings under the Letters of Credit; and (B) the Lenders severally agree
      to participate in Letters of Credit issued for the account of the
      Borrowers or their Subsidiaries and any drawings thereunder; provided that
      after giving effect to any L/C Credit Extension with respect to any Letter
      of Credit, (w) the Total Revolving Outstandings shall not exceed the
      Aggregate Revolving Commitments, (x) the aggregate Outstanding Amount of
      the Revolving Loans of any Lender, plus such Lender's Pro Rata Share of
      the Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata
      Share of the Outstanding Amount of all Swing Line Loans shall not exceed
      such Lender's Revolving Commitment, (y) the Outstanding Amount of the L/C
      Obligations shall not exceed the Letter of Credit Sublimit or (z) the
      aggregate Outstanding Amount of all L/C Obligations and all Loans
      denominated in Alternative Currencies shall not exceed the Alternative
      Currency Sublimit. Each request by a Borrower for the issuance or
      amendment of a Letter of Credit shall be deemed to be a representation by
      such Borrower that the L/C Credit Extension so

                                       28
<PAGE>

      requested complies with the conditions set forth in the proviso to the
      preceding sentence. Within the foregoing limits, and subject to the terms
      and conditions hereof, the Borrowers' ability to obtain Letters of Credit
      shall be fully revolving, and accordingly the Borrowers may, during the
      foregoing period, obtain Letters of Credit to replace Letters of Credit
      that have expired or that have been drawn upon and reimbursed.

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

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

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

                  (C) such Letter of Credit is to be denominated in a currency
            other than Dollars or an Alternative Currency, unless all the
            Lenders have consented thereto

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

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

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

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

                  (D) the L/C Issuer does not as of the issuance date of such
            requested Letter of Credit issue Letters of Credit in the requested
            currency;

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

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

                                       29
<PAGE>

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

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

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

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

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

                                       30
<PAGE>

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

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

      (c) Drawings and Reimbursements; Funding of Participations.

            (i) Upon receipt from the beneficiary of any Letter of Credit of any
      notice of drawing under such Letter of Credit, the L/C Issuer shall notify
      the applicable Borrower and the Administrative Agent thereof. In the case
      of a Letter of Credit denominated in an Alternative Currency, the
      applicable Borrower shall reimburse the L/C Issuer in such Alternative
      Currency, unless (A) the L/C Issuer (at its option) shall have specified
      in such notice that it will require reimbursement in Dollars, or (B) in
      the absence of any such requirement for reimbursement in Dollars, the
      Borrower shall have notified the L/C Issuer promptly following receipt of
      the notice of drawing that such Borrower will reimburse the L/C Issuer in
      Dollars. In the case of any such reimbursement in Dollars of a drawing
      under a Letter of Credit denominated in an Alternative Currency, the L/C
      Issuer shall notify the applicable Borrower of the Dollar Equivalent of
      the amount of the drawing promptly following the determination thereof.
      Not later than 11:00 a.m. on the date of any payment by the L/C Issuer
      under a Letter of Credit to be reimbursed in Dollars, or the Applicable
      Time on the date of any payment by the L/C Issuer under a Letter of Credit
      to be reimbursed in an Alternative Currency (each such date, an "Honor
      Date"), the applicable Borrower shall reimburse the L/C Issuer through the
      Administrative Agent in an amount equal to the amount of such drawing and
      in the applicable currency. If the applicable Borrower fails to so
      reimburse the L/C Issuer by such time, the Administrative Agent shall
      promptly notify each Lender of the Honor Date, the amount of the
      unreimbursed drawing (expressed in Dollars in the amount of the Dollar
      Equivalent thereof in the case of a Letter of Credit denominated in an
      Alternative Currency) (the "Unreimbursed Amount"), and the amount of such
      Lender's Pro Rata Share thereof. In such event, the applicable Borrower
      shall be deemed to have requested a

                                       31
<PAGE>

      Borrowing of Base Rate Loans to be disbursed on the Honor Date in an
      amount equal to the Unreimbursed Amount, without regard to the minimum and
      multiples specified in Section 2.02 for the principal amount of Base Rate
      Loans, but subject to the amount of the unutilized portion of the
      Aggregate Revolving Commitments and the conditions set forth in Section
      5.02 (other than the delivery of a Loan Notice). Any notice given by the
      L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i)
      may be given by telephone if immediately confirmed in writing; provided
      that the lack of such an immediate confirmation shall not affect the
      conclusiveness or binding effect of such notice.

            (ii) Each Lender (including the Lender acting as L/C Issuer) shall
      upon any notice pursuant to Section 2.03(c)(i) make funds available to the
      Administrative Agent for the account of the L/C Issuer, in Dollars, at the
      Administrative Agent's Office for Dollar-denominated payments in an amount
      equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00
      p.m. on the Business Day specified in such notice by the Administrative
      Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each
      Lender that so makes funds available shall be deemed to have made a Base
      Rate Loan to the applicable Borrower in such amount. The Administrative
      Agent shall remit the funds so received to the L/C Issuer in Dollars, or
      if requested by the L/C Issuer, the equivalent amount thereof in an
      Alternative Currency as determined by the Administrative Agent at such
      time on the basis of the Spot Rate (determined as of such funding date)
      for the purchase of such Alternative Currency with Dollars.

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

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

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

            (vi) If any Lender fails to make available to the Administrative
      Agent for the account of the L/C Issuer any amount required to be paid by
      such Lender pursuant to the foregoing

                                       32
<PAGE>

      provisions of this Section 2.03(c) by the time specified in Section
      2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender
      (acting through the Administrative Agent), on demand, such amount with
      interest thereon for the period from the date such payment is required to
      the date on which such payment is immediately available to the L/C Issuer
      at a rate per annum equal to the applicable Overnight Rate from time to
      time in effect. A certificate of the L/C Issuer submitted to any Lender
      (through the Administrative Agent) with respect to any amounts owing under
      this clause (vi) shall be conclusive absent manifest error.

      (d) Repayment of Participations.

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

            (ii) If any payment received by the Administrative Agent for the
      account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be
      returned under any of the circumstances described in Section 11.06
      (including pursuant to any settlement entered into by the L/C Issuer in
      its discretion), each Lender shall pay to the Administrative Agent for the
      account of the L/C Issuer its Pro Rata Share thereof on demand of the
      Administrative Agent, plus interest thereon from the date of such demand
      to the date such amount is returned by such Lender, at a rate per annum
      equal to the applicable Overnight Rate from time to time in effect.

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

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

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

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

            (iv) any payment by the L/C Issuer under such Letter of Credit
      against presentation of a draft or certificate that does not strictly
      comply with the terms of such Letter of Credit; or any payment made by the
      L/C Issuer under such Letter of Credit to any Person purporting to be a

                                       33
<PAGE>

      trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
      creditors, liquidator, receiver or other representative of or successor to
      any beneficiary or any transferee of such Letter of Credit, including any
      arising in connection with any proceeding under any Debtor Relief Law;

            (v) any adverse change in the relevant exchange rates or in the
      availability of the relevant Alternative Currency to the Borrowers or any
      Subsidiary or in the relevant currency markets generally; or

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

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

      (f) Role of L/C Issuer. Each Lender and each Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by such Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
any Agent-Related Person or any of the respective correspondents, participants
or assignees of the L/C Issuer shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of
the Lenders or the Required Lenders, as applicable; (ii) any action taken or
omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Letter of Credit Application. The
Borrowers hereby assume all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude any Borrower's
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. None of the L/C Issuer, any
Agent-Related Person or any of the respective correspondents, participants or
assignees of the L/C Issuer, shall be liable or responsible for any of the
matters described in clauses (i) through (v) of Section 2.03(e); provided,
however, that anything in such clauses to the contrary notwithstanding, a
Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be
liable to such Borrower, to the extent, but only to the extent, of any direct,
as opposed to consequential or exemplary, damages suffered by such Borrower
which such Borrower proves were caused by the L/C Issuer's willful misconduct or
gross negligence or the L/C Issuer's willful failure to pay under any Letter of
Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit unless the L/C Issuer is prevented or prohibited from so paying as a
result of any order or directive of any court or other Governmental Authority.
In furtherance and not in limitation of the foregoing, the L/C Issuer may accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary,
and the L/C Issuer shall not be responsible for the validity or sufficiency of
any instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason;
provided, however, that the Borrower may have a claim against the L/C Issuer,
and the L/C Issuer may be liable to the Borrower, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower proves were caused by the L/C
Issuer's willful misconduct or gross negligence.

                                       34
<PAGE>

      (g) Cash Collateral. (i) Upon the request of the Administrative Agent, (A)
if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (B) if,
as of the Letter of Credit Expiration Date, any Letter of Credit for any reason
remains outstanding and partially or wholly undrawn, the Borrowers shall
immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations (in an amount equal to such Outstanding Amount determined as of the
date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case
may be).

      (ii) In addition, if the Administrative Agent notifies the Company at any
time that the Outstanding Amount of all L/C Obligations at such time exceeds the
Letter of Credit Sublimit then in effect, then, within two Business Days after
receipt of such notice, the Borrowers shall Cash Collateralize the L/C
Obligations in an amount equal to the amount by which the Outstanding Amount of
all L/C Obligations exceeds the Letter of Credit Sublimit.

      (iii) The Administrative Agent may, at any time and from time to time
after the initial deposit of Cash Collateral, request that additional Cash
Collateral be provided in order to protect against the results of exchange rate
fluctuations.

      (iv) Sections 2.05 and 9.02(c) set forth certain additional requirements
to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section
2.05 and Section 9.02(c), "Cash Collateralize" means to pledge and deposit with
or deliver to the Administrative Agent, for the benefit of the L/C Issuer and
the Lenders, as collateral for the L/C Obligations, cash or deposit account
balances pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented to
by the Lenders). Derivatives of such term have corresponding meanings. Each
Borrower hereby grants to the Administrative Agent, for the benefit of the L/C
Issuer and the Lenders, a security interest in all such cash, deposit accounts
and all balances therein and all proceeds of the foregoing. Cash Collateral
shall be maintained in blocked, non-interest bearing deposit accounts at Bank of
America.

      (h) Applicability of ISP98 and UCP. Unless otherwise expressly agreed by
the L/C Issuer and the applicable Borrower when a Letter of Credit is issued,
(i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii)
the rules of the Uniform Customs and Practice for Documentary Credits, as most
recently published by the International Chamber of Commerce at the time of
issuance shall apply to each commercial Letter of Credit.

      (i) Letter of Credit Fees. The Borrowers shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share, in
Dollars, a Letter of Credit fee (the "Letter of Credit Fee") for each Letter of
Credit equal to the Applicable Rate times the Dollar Equivalent of the actual
daily maximum amount available to be drawn under such Letter of Credit (whether
or not such maximum amount is then in effect under such Letter of Credit).
Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and
(ii) due and payable on the first Business Day after the end of each March,
June, September and December, commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date
and thereafter on demand. If there is any change in the Applicable Rate during
any quarter, the daily maximum amount of each Letter of Credit shall be computed
and multiplied by the Applicable Rate separately for each period during such
quarter that such Applicable Rate was in effect. Notwithstanding anything to the
contrary contained herein, upon the request of the Required Lenders, while any
Event of Default exists, all Letter of Credit Fees shall accrue at the Default
Rate.

      (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrowers shall pay directly to the L/C Issuer, for its own account,
in Dollars or such Alternative

                                       35
<PAGE>

Currency as shall be separately agreed, a fronting fee with respect to each
Letter of Credit in the amount specified in the Fee Letter, payable on the
Dollar Equivalent of the actual daily maximum amount available to be drawn under
such Letter of Credit (whether or not such maximum amount is then in effect
under such Letter of Credit). Such fronting fee shall be computed on a quarterly
basis in arrears. Such fronting fee shall be due and payable on the first
Business Day after the end of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In
addition, the Borrowers shall pay directly to the L/C Issuer for its own account
the customary issuance, presentation, amendment and other processing fees, and
other standard costs and charges, of the L/C Issuer relating to letters of
credit as from time to time in effect, in Dollars or such Alternative Currency
as shall be separately agreed. Such customary fees and standard costs and
charges are due and payable on demand and are nonrefundable.

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

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

2.04 Swing Line Loans.

      (a) Swing Line Facility. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees to make loans (each such loan, a "Swing
Line Loan") to the Borrowers in Dollars from time to time on any Business Day
during the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that
such Swing Line Loans, when aggregated with the Pro Rata Share of the
Outstanding Amount of Revolving Loans and L/C Obligations of the Swing Line
Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of
such Lender's Revolving Commitment; provided, however, that after giving effect
to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed
the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount
of the Revolving Loans of any Lender, plus such Lender's Pro Rata Share of the
Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of
the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's
Revolving Commitment, and provided, further, that no Borrower shall use the
proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.
Within the foregoing limits, and subject to the other terms and conditions
hereof, the Borrowers may borrow under this Section 2.04, prepay under Section
2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base
Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall
be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the Swing Line Lender a risk participation in such Swing Line Loan in an
amount equal to the product of such Lender's Pro Rata Share times the amount of
such Swing Line Loan.

      (b) Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made
upon the applicable Borrower's irrevocable notice to the Swing Line Lender and
the Administrative Agent, which may be given by telephone. Each such notice must
be received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum principal amount of $250,000 and integral
multiples of $100,000 in excess thereof, and (ii) the requested borrowing date,
which shall be a Business Day. Each

                                       36
<PAGE>

such telephonic notice must be confirmed promptly by delivery to the Swing Line
Lender and the Administrative Agent of a written Swing Line Loan Notice,
appropriately completed and signed by a Responsible Officer of the applicable
Borrower. Promptly after receipt by the Swing Line Lender of any telephonic
Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will notify the Administrative Agent (by telephone or in writing) of the
contents thereof. Unless the Swing Line Lender has received notice (by telephone
or in writing) from the Administrative Agent (including at the request of any
Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line
Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a
result of the limitations set forth in the proviso to the first sentence of
Section 2.04(a), or (B) that one or more of the applicable conditions specified
in Article V is not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing
date specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the applicable Borrower.

      (c) Refinancing of Swing Line Loans.

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

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

            (iii) If any Lender fails to make available to the Administrative
      Agent for the account of the Swing Line Lender any amount required to be
      paid by such Lender pursuant to the foregoing provisions of this Section
      2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender
      shall be entitled to recover from such Lender (acting through the
      Administrative Agent), on demand, such amount with interest thereon for
      the period from the date such payment is required to the date on which
      such payment is immediately available to the Swing Line Lender at a rate
      per annum equal to the applicable Overnight Rate from time to time in
      effect. A certificate of the Swing Line Lender submitted to any Lender
      (through the Administrative Agent)

                                       37
<PAGE>

      with respect to any amounts owing under this clause (iii) shall be
      conclusive absent manifest error.

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

      (d) Repayment of Participations.

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

            (ii) If any payment received by the Swing Line Lender in respect of
      principal or interest on any Swing Line Loan is required to be returned by
      the Swing Line Lender under any of the circumstances described in Section
      11.06 (including pursuant to any settlement entered into by the Swing Line
      Lender in its discretion), each Lender shall pay to the Swing Line Lender
      its Pro Rata Share thereof on demand of the Administrative Agent, plus
      interest thereon from the date of such demand to the date such amount is
      returned, at a rate per annum equal to the applicable Overnight Rate. The
      Administrative Agent will make such demand upon the request of the Swing
      Line Lender.

      (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall
be responsible for invoicing the Borrowers for interest on the Swing Line Loans.
Until each Lender funds its Revolving Loans that are Base Rate Loans or risk
participation pursuant to this Section 2.04 to refinance such Lender's Pro Rata
Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall
be solely for the account of the Swing Line Lender.

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

2.05 Prepayments.

      (a) Voluntary Prepayments of Loans.

            (i) Revolving Loans and 364-Day Loans. A Borrower may, upon notice
      from such Borrower to the Administrative Agent, at any time or from time
      to time voluntarily prepay Revolving Loans and 364-Day Loans in whole or
      in part without premium or penalty; provided that (A) such notice must be
      received by the Administrative Agent not later than 11:00 a.m. (1) three
      Business Days prior to any date of prepayment of Eurocurrency Rate Loans
      denominated in Dollars, (2) four Business Days (or five, in the case of
      prepayment of Loans denominated in

                                       38
<PAGE>

      Special Notice Currencies) prior to any date of prepayment of Eurocurrency
      Rate Loans denominated in Alternative Currencies, and (3) on the date of
      prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency
      Rate Loans denominated in Dollars shall be in a principal amount of
      $2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if
      less, the entire principal amount thereof then outstanding); (C) any
      prepayment of Eurocurrency Rate Loans denominated in Alternative
      Currencies shall be in a principal amount of $1,000,000 or a whole
      multiple of $500,000 in excess thereof (or, if less, the entire principal
      amount thereof then outstanding) and (D) any prepayment of Base Rate Loans
      shall be in a principal amount of $500,000 or a whole multiple of $100,000
      in excess thereof (or, if less, the entire principal amount thereof then
      outstanding). Each such notice shall specify the date and amount of such
      prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency
      Loans are to be prepaid, the Interest Period(s) of such Loans. The
      Administrative Agent will promptly notify each Lender of its receipt of
      each such notice, and of the amount of such Lender's Pro Rata Share of
      such prepayment. If such notice is given by a Borrower, such Borrower
      shall make such prepayment and the payment amount specified in such notice
      shall be due and payable on the date specified therein. Any prepayment of
      a Eurocurrency Rate Loan shall be accompanied by all accrued interest on
      the amount prepaid, together with any additional amounts required pursuant
      to Section 3.05. Each such prepayment shall be applied to the Loans of the
      Lenders in accordance with their respective Pro Rata Shares.

            (ii) Swing Line Loans. A Borrower may, upon notice to the Swing Line
      Lender (with a copy to the Administrative Agent), at any time or from time
      to time, voluntarily prepay Swing Line Loans in whole or in part without
      premium or penalty; provided that (i) such notice must be received by the
      Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on
      the date of the prepayment, and (ii) any such prepayment shall be in a
      minimum principal amount of $250,000 or a whole multiple of $100,000 in
      excess thereof (or, if less, the entire principal thereof then
      outstanding). Each such notice shall specify the date and amount of such
      prepayment. If such notice is given by a Borrower, such Borrower shall
      make such prepayment and the payment amount specified in such notice shall
      be due and payable on the date specified therein.

      (b) Mandatory Prepayments of Loans.

            (i) Total Revolving Outstandings. If the Administrative Agent
      notifies the Company at any time that the Total Revolving Outstandings at
      such time exceed the Aggregate Revolving Commitments then in effect, then,
      within two Business Days after receipt of such notice, the Borrowers shall
      prepay Loans and/or the Borrowers shall Cash Collateralize the L/C
      Obligations in an aggregate amount sufficient to reduce such Outstanding
      Amount as of such date of payment to an amount not to exceed 100% of the
      Aggregate Revolving Commitments then in effect; provided, however, that,
      subject to the provisions of Section 2.03(g)(ii), the Borrowers shall not
      be required to Cash Collateralize the L/C Obligations pursuant to this
      Section 2.05(b)(i) unless after the prepayment in full of the Loans the
      Total Revolving Outstandings exceed the Aggregate Revolving Commitments
      then in effect. The Administrative Agent may, at any time and from time to
      time after the initial deposit of such Cash Collateral, request that
      additional Cash Collateral be provided in order to protect against the
      results of further exchange rate fluctuations.

            (ii) Alternative Currency Sublimit. If the Administrative Agent
      notifies the Company at any time that the Outstanding Amount of all Loans
      and L/C Obligations denominated in Alternative Currencies at such time
      exceeds the Alternative Currency Sublimit then in effect, then, within two
      Business Days after receipt of such notice, the Borrowers shall prepay
      Loans and/or the Borrowers shall Cash Collateralize the L/C Obligations in
      an aggregate

                                       39
<PAGE>

      amount sufficient to reduce such Outstanding Amount as of such date of
      payment to an amount not to exceed 100% of the Alternative Currency
      Sublimit then in effect; provided, however, that, subject to the
      provisions of Section 2.03(g)(ii), the Borrowers shall not be required to
      Cash Collateralize the L/C Obligations pursuant to this Section
      2.05(b)(ii) unless after the prepayment in full of the Loans the Total
      Revolving Outstandings denominated in Alternative Currencies exceed the
      Alternative Currency Sublimit then in effect. The Administrative Agent
      may, at any time and from time to time after the initial deposit of such
      Cash Collateral, request that additional Cash Collateral be provided in
      order to protect against the results of further exchange rate
      fluctuations.

            (iii) 364-Day Loans. If the Administrative Agent notifies the
      Company that the Outstanding Amount of all 364-Day Loans at such time
      exceeds the Aggregate 364-Day Commitments then in effect, then,
      immediately after receipt of such notice, the Borrowers shall prepay
      364-Day Loans in an aggregate amount sufficient to reduce such Outstanding
      Amount as of such date of payment to an amount not to exceed 100% of the
      Aggregate 364-Day Commitments then in effect.

            (iv) Note Purchase Agreement. Immediately upon receipt by the
      Company or any of its Subsidiaries of the net cash proceeds of the
      issuance of promissory notes evidencing Indebtedness under the Note
      Purchase Agreement, the Borrowers shall prepay the 364-Day Loans as
      hereafter provided in an aggregate amount equal to 100% of such net cash
      proceeds.

            (v) Application of Mandatory Prepayments. All amounts required to be
      paid pursuant to this Section 2.05(b) shall be applied as follows:

                  (A) with respect to all amounts prepaid pursuant to Section
            2.05(b)(i), to Revolving Loans and Swing Line Loans and (after all
            Revolving Loans and all Swing Line Loans have been repaid) to Cash
            Collateralize L/C Obligations;

                  (B) with respect to all amounts prepaid pursuant to Section
            2.05(b)(ii), to Revolving Loans and (after all Revolving Loans have
            been repaid) to Cash Collateralize L/C Obligations;

                  (C) with respect to all amounts prepaid pursuant to Section
            2.05(b)(iii), to 364-Day Loans; and

                  (D) with respect to all amounts prepaid pursuant to Section
            2.05(b)(iv), to 364-Day Loans (with a corresponding reduction in the
            Aggregate 364-Day Commitments).

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

2.06 Termination or Reduction of Aggregate Revolving Commitments and Aggregate
364-Day Commitments.

      (a) Optional Reductions. The Company may, upon notice to the
Administrative Agent, terminate the Aggregate Revolving Commitments and/or the
Aggregate 364-Day Commitments, or from time to time (a) permanently reduce the
Aggregate Revolving Commitments to an amount not less than

                                       40
<PAGE>

the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations
and/or (b) permanently reduce the Aggregate 364-Day Commitments to an amount not
less than the Outstanding Amount of 364-Day Loans; provided that (i) any such
notice shall be received by the Administrative Agent not later than 12:00 noon
five (5) Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $2,000,000 or any
whole multiple of $1,000,000 in excess thereof and (iii) if, after giving effect
to any reduction of the Aggregate Revolving Commitments, the Alternative
Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit
exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall
be automatically reduced by the amount of such excess. The Administrative Agent
will promptly notify the Lenders of any such notice of termination or reduction
of the Aggregate Revolving Commitments or the Aggregate 364-Day Commitments. The
amount of any such Aggregate Revolving Commitment reduction shall not be applied
to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless
otherwise specified by the Company. Any reduction of the Aggregate Revolving
Commitments or the Aggregate 364-Day Commitments, as applicable, shall be
applied to the Revolving Commitment or the 364-Day Commitment, as applicable, of
each Lender according to its Pro Rata Share. All fees accrued with respect
thereto until the effective date of any termination of the Aggregate Revolving
Commitments or the Aggregate 364-Day Commitments, as applicable, shall be paid
on the effective date of such termination.

      (b) Mandatory Reductions. The Aggregate 364-Day Commitments shall be
permanently reduced in an amount equal to the amount of any prepayment applied
to the 364-Day Loans pursuant to Section 2.05(b)(iv).

2.07 Repayment of Loans.

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

      (b) 364-Day Loans. The Borrowers shall repay to the Lenders on the
Maturity Date the aggregate principal amount of all 364-Day Loans outstanding on
such date.

      (c) Swing Line Loans. The Borrowers shall repay each Swing Line Loan on
the earlier to occur of (i) the date ten Business Days after such Swing Line
Loan is made and (ii) the Maturity Date.

2.08 Interest.

      (a) Subject to the provisions of subsection (b) below, (i) each
Eurocurrency Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the sum of (A) the
Eurocurrency Rate for such Interest Period plus (B) the Applicable Rate plus (C)
in the case of a Eurocurrency Rate Loan of any Lender which is lent from a
Lending Office in the United Kingdom or a Participating Member State, the
Mandatory Cost; (ii) each Base Rate Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan
shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate.

      (b)   (i) If any amount of principal of any Loan is not paid when due,
      whether at stated maturity, by acceleration or otherwise, such amount
      shall thereafter bear interest at a fluctuating interest rate per annum at
      all times equal to the Default Rate to the fullest extent permitted by
      applicable Laws.

                                       41
<PAGE>

            (ii) If any amount (other than principal of any Loan) payable by the
      Borrowers under any Loan Document is not paid when due, whether at stated
      maturity, by acceleration or otherwise, then upon the request of the
      Required Lenders, such amount shall thereafter bear interest at a
      fluctuating interest rate per annum at all times equal to the Default Rate
      to the fullest extent permitted by applicable Laws.

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

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

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

      (d) For the purposes of the Interest Act (Canada), (i) whenever a rate of
interest or fee rate hereunder is calculated on the basis of a year (the "deemed
year") that contains fewer days than the actual number of days in the calendar
year of calculation, such rate of interest or fee rate shall be expressed as a
yearly rate by multiplying such rate of interest or fee rate by the actual
number of days in the calendar year of calculation and dividing it by the number
of days in the deemed year, (ii) the principle of deemed reinvestment of
interest shall not apply to any interest calculation hereunder and (iii) the
rates of interest stipulated herein are intended to be nominal rates and not
effective rates or yields.

2.09 Fees.

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

            (a) Commitment Fees.

                  (i) Revolving Commitments. The Company shall pay to the
            Administrative Agent, for the account of each Lender in accordance
            with its Pro Rata Share, a commitment fee in Dollars equal to the
            product of (A) the Applicable Rate times (B) the actual daily amount
            by which the Aggregate Revolving Commitments exceed the sum of (1)
            the Outstanding Amount of Revolving Loans and (2) the Outstanding
            Amount of L/C Obligations. Such commitment fee shall accrue at all
            times during the Availability Period, including at any time during
            which one or more of the conditions in Article V is not met, and
            shall be due and payable quarterly in arrears on the last Business
            Day of each March, June, September and December, commencing with the
            first such date to occur after the Closing Date, and on the Maturity
            Date. Such commitment fee shall be calculated quarterly in arrears,
            and if there is any change in the Applicable Rate during any
            quarter, the actual daily amount shall be computed and multiplied by
            the Applicable Rate separately for each period during such quarter
            that such Applicable Rate was in effect. For purposes of
            clarification, Swing Line Loans shall not be considered outstanding
            for purposes of determining the unused portion of the Aggregate
            Revolving Commitments.

                                       42
<PAGE>

                  (ii) 364-Day Commitments. The Company shall pay to the
            Administrative Agent, for the account of each Lender in accordance
            with its Pro Rata Share, a commitment fee in Dollars equal to the
            product of (A) the Applicable Rate times (B) the actual daily amount
            by which the Aggregate 364-Day Commitments exceed the Outstanding
            Amount of 364-Day Loans. Such commitment fee shall accrue at all
            times during the Availability Period, including at any time during
            which one or more of the conditions in Article V is not met, and
            shall be due and payable quarterly in arrears on the last Business
            Day of each March, June, September and December, commencing with the
            first such date to occur after the Closing Date, and on the Maturity
            Date. Such commitment fee shall be calculated quarterly in arrears,
            and if there is any change in the Applicable Rate during any
            quarter, the actual daily amount shall be computed and multiplied by
            the Applicable Rate separately for each period during such quarter
            that such Applicable Rate was in effect.

            (b) Fee Letter. The Company shall pay to BAS and the Administrative
      Agent for their own respective accounts, in Dollars, fees in the amounts
      and at the times specified in the Fee Letter. Such fees shall be fully
      earned when paid and shall be non-refundable for any reason whatsoever.

2.10 Computation of Interest and Fees.

      All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America's "prime rate" shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year), or, in the case of
interest in respect of Loans denominated in Alternative Currencies as to which
market practice differs from the foregoing, in accordance with such market
practice. Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on
which the Loan or such portion is paid, provided that any Loan that is repaid on
the same day on which it is made shall, subject to Section 2.12(a), bear
interest for one day.

2.11 Evidence of Debt.

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

      (b) In addition to the accounts and records referred to in subsection (a),
each Lender and the Administrative Agent shall maintain in accordance with its
usual practice accounts or records evidencing

                                       43
<PAGE>

the purchases and sales by such Lender of participations in Letters of Credit
and Swing Line Loans. In the event of any conflict between the accounts and
records maintained by the Administrative Agent and the accounts and records of
any Lender in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error.

2.12 Payments Generally.

      (a) All payments to be made by the Borrowers shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein and except with respect to
principal of and interest on Loans denominated in an Alternative Currency, all
payments by the Borrowers hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the
applicable Administrative Agent's Office in Dollars and in Same Day Funds not
later than 2:00 p.m. on the date specified herein. Except as otherwise expressly
provided herein, all payments by the Borrowers hereunder with respect to
principal and interest on Loans denominated in an Alternative Currency shall be
made to the Administrative Agent, for the account of the respective Lenders to
which such payment is owed, at the applicable Administrative Agent's Office in
such Alternative Currency and in Same Day Funds not later than the Applicable
Time specified by the Administrative Agent on the dates specified herein.
Without limiting the generality of the foregoing, the Administrative Agent may
require that any payments due under this Agreement be made in the United States.
If, for any reason, a Borrower is prohibited by any Law from making any required
payment hereunder in an Alternative Currency, such Borrower shall make such
payment in Dollars in the Dollar Equivalent of the Alternative Currency payment
amount. The Administrative Agent will promptly distribute to each Lender its Pro
Rata Share (or other applicable share as provided herein) of such payment in
like funds as received by wire transfer to such Lender's Lending Office. All
payments received by the Administrative Agent (i) after 2:00 p.m., in the case
of payments in Dollars, or (ii) after the Applicable Time specified by the
Administrative Agent in the case of payments in an Alternative Currency, shall
in each case shall be deemed received on the next succeeding Business Day and
any applicable interest or fee shall continue to accrue.

      (b) Subject to the definition of "Interest Period", if any payment to be
made by the Borrowers shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.

      (c) Unless a Borrower or any Lender has notified the Administrative Agent,
prior to the date any payment is required to be made by it to the Administrative
Agent hereunder, that such Borrower or such Lender, as the case may be, will not
make such payment, the Administrative Agent may assume that such Borrower or
such Lender, as the case may be, has timely made such payment and may (but shall
not be so required to), in reliance thereon, make available a corresponding
amount to the Person entitled thereto. If and to the extent that such payment
was not in fact made to the Administrative Agent in Same Day Funds, then:

            (i) if a Borrower failed to make such payment, each Lender shall
      forthwith on demand repay to the Administrative Agent the portion of such
      assumed payment that was made available to such Lender in Same Day Funds,
      together with interest thereon in respect of each day from and including
      the date such amount was made available by the Administrative Agent to
      such Lender to the date such amount is repaid to the Administrative Agent
      in Same Day Funds at the applicable Overnight Rate from time to time in
      effect; and

            (ii) if any Lender failed to make such payment, such Lender shall
      forthwith on demand pay to the Administrative Agent the amount thereof in
      Same Day Funds, together with

                                       44
<PAGE>

      interest thereon for the period from the date such amount was made
      available by the Administrative Agent to such Borrower to the date such
      amount is recovered by the Administrative Agent (the "Compensation
      Period") at a rate per annum equal to the applicable Overnight Rate from
      time to time in effect. If such Lender pays such amount to the
      Administrative Agent, then such amount shall constitute such Lender's Loan
      included in the applicable Borrowing. If such Lender does not pay such
      amount forthwith upon the Administrative Agent's demand therefor, the
      Administrative Agent may make a demand therefor upon the applicable
      Borrower, and such Borrower shall pay such amount to the Administrative
      Agent, together with interest thereon for the Compensation Period at a
      rate per annum equal to the rate of interest applicable to the applicable
      Borrowing. Nothing herein shall be deemed to relieve any Lender from its
      obligation to fulfill its Commitment or to prejudice any rights which the
      Administrative Agent or the Borrowers may have against any Lender as a
      result of any default by such Lender hereunder.

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

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

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

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

2.13 Sharing of Payments.

      If, other than as expressly provided elsewhere herein, any Lender shall
obtain on account of the Loans made by it, or the participations in L/C
Obligations or in Swing Line Loans held by it (but not including any amounts
applied by the Swing Line Lender to outstanding Swing Line Loans), any payment
(whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Lender shall immediately (a) notify the Administrative
Agent of such fact, and (b) purchase from the other Lenders such participations
in the Loans made by them and/or such subparticipations in the participations in
L/C Obligations or Swing Line Loans held by them, as the case may be, as shall
be necessary to cause such purchasing Lender to share the excess payment in
respect of such Loans or such participations, as the case may be, pro rata with
each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from the purchasing Lender under any of the
circumstances described in Section 11.06 (including pursuant to any settlement
entered into by the purchasing Lender in its discretion), such purchase shall to
that extent be rescinded and each other Lender shall repay to the purchasing
Lender the purchase price paid therefor, together with an amount equal to such
paying Lender's ratable share (according to the proportion of (i) the amount of
such paying Lender's required repayment to (ii) the total amount so recovered
from the

                                       45
<PAGE>

purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered, without further
interest thereon. Each Borrower agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off, but subject
to Section 11.09) with respect to such participation as fully as if such Lender
were the direct creditor of such Borrower in the amount of such participation.
The Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests,
demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.

                                   ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

      (a) Any and all payments by any Loan Party to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its
overall net income, and franchise taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) under the
Laws of which the Administrative Agent or such Lender, as the case may be, is
organized or maintains a lending office (all such non-excluded taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges,
and liabilities being hereinafter referred to as "Taxes"). If any Loan Party
shall be required by any Laws to deduct any Taxes from or in respect of any sum
payable under any Loan Document to the Administrative Agent or any Lender, (i)
the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section), each of the Administrative Agent and such Lender receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) such Loan Party shall make such deductions, (iii) such Loan Party
shall pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable Laws, and (iv) within thirty days after
the date of such payment, such Loan Party shall furnish to the Administrative
Agent (which shall forward the same to such Lender) the original or a certified
copy of a receipt evidencing payment thereof.

      (b) In addition, the Borrowers agree to pay any and all present or future
stamp, court or documentary taxes and any other excise or property taxes or
charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

      (c) If the Borrowers shall be required to deduct or pay any Taxes or Other
Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrowers shall also pay to the
Administrative Agent or to such Lender, as the case may be, at the time interest
is paid, such additional amount that the Administrative Agent or such Lender
specifies is necessary to preserve the after-tax yield (after factoring in all
taxes, including taxes imposed on or

                                       46
<PAGE>

measured by net income) that the Administrative Agent or such Lender would have
received if such Taxes or Other Taxes had not been imposed.

      (d) The Borrowers agree to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c) and (iii) any liability (including additions to
tax, penalties, interest and expenses) arising therefrom or with respect
thereto, in each case whether or not such Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. Payment
under this subsection (d) shall be made within thirty days after the date the
Lender or the Administrative Agent makes a demand therefor.

3.02 Illegality.

      If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans
(whether denominated in Dollars or an Alternative Currency), or to determine or
charge interest rates based upon the Eurocurrency Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Dollars or any Alternative Currency in
the applicable interbank market, then, on notice thereof by such Lender to the
Company through the Administrative Agent, any obligation of such Lender to make
or continue Eurocurrency Rate Loans in the affected currency or currencies or,
in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base
Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender
notifies the Administrative Agent and the Company that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice by the
Company, the Borrowers shall, upon demand from such Lender (with a copy to the
Administrative Agent), prepay or, if applicable and such Loans are denominated
in Dollars, convert all Eurocurrency Rate Loans of such Lender to Base Rate
Loans, either on the last day of the Interest Period therefor, if such Lender
may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrowers
shall also pay accrued interest on the amount so prepaid or converted. Each
Lender agrees to designate a different Lending Office if such designation will
avoid the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender.

3.03 Inability to Determine Rates.

      If the Administrative Agent determines that for any reason in connection
with any request for a Eurocurrency Rate Loan or a conversion to or continuation
thereof that (i) deposits (whether in Dollars or an Alternative Currency) are
not being offered to banks in the applicable offshore interbank market for such
currency for the applicable amount and Interest Period of such Eurocurrency Rate
Loan, (ii) adequate and reasonable means do not exist for determining the
Eurocurrency Base Rate for any requested Interest Period with respect to a
proposed Eurocurrency Rate Loan (whether denominated in Dollars or an
Alternative Currency), or (iii) that the Eurocurrency Base Rate for any
requested Interest Period with respect to a proposed Eurocurrency Rate Loan does
not adequately and fairly reflect the cost to the Lenders of funding such Loan,
the Administrative Agent will promptly notify the Company and all Lenders.
Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate
Loans in the affected currency or currencies shall be suspended until the
Administrative Agent revokes such notice. Upon receipt of such notice, any
Borrower may revoke any pending request for a Borrowing, conversion or
continuation of Eurocurrency Rate Loans in the affected currency or currencies
or, failing that, will be

                                       47
<PAGE>

deemed to have converted such request into a request for a Borrowing of Base
Rate Loans in the amount specified therein.

3.04 Increased Cost and Reduced Return; Capital Adequacy.

      (a) If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining Eurocurrency Rate Loans or (as the case
may be) issuing or participating in Letters of Credit, or a reduction in the
amount received or receivable by such Lender in connection with any of the
foregoing (excluding for purposes of this subsection (a) any such increased
costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to
which Section 3.01 shall govern), (ii) changes in the basis of taxation of the
overall net income or overall gross income by the United States or any foreign
jurisdiction or any political subdivision of either thereof under the Laws of
which such Lender is organized or has its Lending Office, (iii) reserve
requirements utilized, as to Eurocurrency Rate Loans, in the determination of
the Eurocurrency Rate) and (iv) the requirements of the Bank of England and the
Financial Services Authority or the European Central Bank reflected in the
Mandatory Cost, other than as set forth below) or the Mandatory Cost, as
calculated hereunder, does not represent the cost to such Lender of complying
with the requirements of the Bank of England and/or the Financial Services
Authority or the European Central Bank in relation to its making, funding or
maintaining of Eurocurrency Rate Loans, then from time to time upon demand of
such Lender (with a copy of such demand to the Administrative Agent), the
Borrowers shall pay to such Lender such additional amounts as will compensate
such Lender for such increased cost or reduction or, if applicable, the portion
of such cost that is not represented by the Mandatory Cost.

      (b) If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender's desired return on capital), then from time to time upon demand of
such Lender (with a copy of such demand to the Administrative Agent), the
Borrowers shall pay to such Lender such additional amounts as will compensate
such Lender for such reduction.

3.05 Compensation for Losses.

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

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

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

            (c) any failure by a Borrower to make payment of any Loan or drawing
      under any Letter of Credit (or interest due thereon) denominated in an
      Alternative Currency on its scheduled due date or any payment thereof in a
      different currency; or

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<PAGE>

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

                  (i) a request by the Company pursuant to Section 11.16; or

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

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

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

3.06 Matters Applicable to all Requests for Compensation.

      (a) A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth, in reasonable detail, the
basis of any loss, cost or expense and the additional amount or amounts to be
paid to it hereunder shall be conclusive in the absence of manifest error. In
determining such amount, the Administrative Agent or such Lender may use
reasonable averaging and attribution methods.

      (b) Upon any Lender's making a claim for compensation under Section 3.01
or 3.04, the Company may replace such Lender in accordance with Section 11.16.

3.07 Survival.

      All of the Borrowers' obligations under this Article III shall survive
termination of the Aggregate Revolving Commitments, termination of the Aggregate
364-Day Commitments and repayment of all other Obligations hereunder.

                                   ARTICLE IV

                                    GUARANTY

4.01 The Guaranty.

      Each of the Guarantors hereby jointly and severally guarantees to each
Lender, each Affiliate of a Lender that enters into a Swap Contract or a
Treasury Management Agreement with a Loan Party, and the Administrative Agent as
hereinafter provided, as primary obligor and not as surety, the prompt payment
of the Obligations in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration, as a

                                       49
<PAGE>

mandatory cash collateralization or otherwise) strictly in accordance with the
terms thereof. The Guarantors hereby further agree that if any of the
Obligations are not paid in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or
otherwise), the Guarantors will, jointly and severally, promptly pay the same,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Obligations, the same will be
promptly paid in full when due (whether at extended maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
in accordance with the terms of such extension or renewal.

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

4.02 Obligations Unconditional.

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

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

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

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

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

                                       50
<PAGE>

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

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

4.03 Reinstatement.

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

4.04 Certain Additional Waivers.

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

4.05 Remedies.

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

4.06 Rights of Contribution.

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

                                       51
<PAGE>

4.07 Guarantee of Payment; Continuing Guarantee.

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

                                    ARTICLE V

                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

5.01 Conditions of Initial Credit Extension.

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

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

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

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

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

                  (ii) unaudited consolidated financial statements of the
            Company and its Subsidiaries for the fiscal quarters ending October
            31, 2003 and January 31, 2004, including balance sheets and
            statements of income or operations, shareholders' equity and cash
            flows (the "Interim Financial Statements").

            (d) No Material Adverse Change. There shall not have occurred a
      material adverse change since July 31, 2003 in the business, assets,
      liabilities (actual or contingent), operations, condition (financial or
      otherwise) or prospects of the Company and its Subsidiaries, taken as a
      whole.

            (e) Litigation. There shall not exist any action, suit,
      investigation or proceeding pending or threatened in any court or before
      an arbitrator or Governmental Authority that could reasonably be expected
      to have a Material Adverse Effect.

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

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

                                       52
<PAGE>

            secretary or assistant secretary of such Loan Party to be true and
            correct as of the Closing Date;

                  (ii) such certificates of resolutions or other action,
            incumbency certificates and/or other certificates of Responsible
            Officers of each Loan Party as the Administrative Agent may require
            evidencing the identity, authority and capacity of each Responsible
            Officer thereof authorized to act as a Responsible Officer in
            connection with this Agreement and the other Loan Documents to which
            such Loan Party is a party; and

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

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

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

            (i) Attorney Costs. Unless waived by the Administrative Agent, the
      Company shall have paid all Attorney Costs of the Administrative Agent to
      the extent invoiced prior to or on the Closing Date, plus such additional
      amounts of Attorney Costs as shall constitute its reasonable estimate of
      Attorney Costs incurred or to be incurred by it through the closing
      proceedings (provided that such estimate shall not thereafter preclude a
      final settling of accounts between the Company and the Administrative
      Agent).

            (j) Other. Receipt by the Administrative Agent and the Lenders of
      such other documents, instruments, agreements and information as
      reasonably requested by the Administrative Agent or any Lender, including,
      but not limited to, information regarding litigation, tax, accounting,
      labor, insurance, pension liabilities (actual or contingent), real estate
      leases, material contracts, debt agreements, property ownership,
      environmental matters, contingent liabilities and management of the
      Company, Emed and their respective Subsidiaries.

5.02 Conditions to all Credit Extensions.

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

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

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<PAGE>

            (b) No Default shall exist, or would result from such proposed
      Credit Extension.

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

            (d) In the case of a 364-Day Loan, the proceeds thereof must be
      applied to finance the cost of the Acquisition of Emed.

            (e) In the case of a Credit Extension to be denominated in an
      Alternative Currency, there shall not have occurred any change in national
      or international financial, political or economic conditions or currency
      exchange rates or exchange controls which in the reasonable opinion of the
      Administrative Agent, the Required Lenders (in the case of any Loans to be
      denominated in an Alternative Currency) or the L/C Issuer (in the case of
      any Letter of Credit to be denominated in an Alternative Currency) would
      make it impracticable for such Credit Extension to be denominated in the
      relevant Alternative Currency.

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

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

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

6.01 Existence, Qualification and Power.

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

6.02 Authorization; No Contravention.

      The execution, delivery and performance by each Loan Party of each Loan
Document to which such Person is party have been duly authorized by all
necessary corporate or other organizational action, and do not (a) contravene
the terms of any of such Person's Organization Documents; (b) conflict with or
result in any breach or contravention of, or the creation of any Lien under (i)
any material Contractual Obligation to which such Person is a party or (ii) any
material order, injunction, writ or decree of any Governmental Authority or any
arbitral award to which such Person or its property is subject; or (c) violate
any Law (including, without limitation, Regulation U or Regulation X issued by
the FRB).

                                       54
<PAGE>

6.03 Governmental Authorization; Other Consents.

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

6.04 Binding Effect.

      Each Loan Document has been duly executed and delivered by each Loan Party
that is party thereto. Each Loan Document constitutes a legal, valid and binding
obligation of each Loan Party that is party thereto, enforceable against each
such Loan Party in accordance with its terms.

6.05 Financial Statements; No Material Adverse Effect.

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

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

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

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

      (e) Since the date of the Audited Financial Statements, there has been no
event or circumstance that has had or could reasonably be expected to have a
Material Adverse Effect.

                                       55
<PAGE>

6.06 Litigation.

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

6.07 No Default.

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

      (b) No Default has occurred and is continuing.

6.08 Ownership of Property; Liens.

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

6.09 Environmental Compliance.

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

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

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

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

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

            (e) No judicial proceeding or governmental or administrative action
      is pending or, to the knowledge of the Responsible Officers of the Loan
      Parties, threatened, under any

                                       56
<PAGE>

      Environmental Law to which the Company or any Subsidiary is or will be
      named as a party, nor are there any consent decrees or other decrees,
      consent orders, administrative orders or other orders, or other
      administrative or judicial requirements outstanding under any
      Environmental Law with respect to the Company, any Subsidiary, the
      Facilities or the Businesses.

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

6.10 Insurance.

      The properties of the Company and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the
Company, in such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Company or the applicable Subsidiary
operates.

6.11 Taxes.

      The Company and its Subsidiaries have filed all federal, state and other
material tax returns and reports required to be filed, and have paid all
federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those (i) which are being contested in
good faith by appropriate proceedings diligently conducted and for which
adequate reserves have been provided in accordance with GAAP and (ii) in respect
of amounts involving less than $50,000 in the aggregate. There is no proposed
tax assessment against the Company or any Subsidiary that would, if made, have a
Material Adverse Effect.

6.12 ERISA Compliance.

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

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

      (c) (i) Other than with respect to the termination of certain Plans
maintained by Prinzing Enterprises, Inc. (which is not reasonably expected to
have a Material Adverse Effect), no ERISA Event has occurred or is reasonably
expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability;
(iii) no Loan Party or any ERISA Affiliate has incurred, or reasonably expects
to incur, any liability under Title IV of ERISA with respect to any Pension Plan
(other than premiums due and not delinquent under

                                       57
<PAGE>

Section 4007 of ERISA); (iv) no Loan Party or any ERISA Affiliate has incurred,
or reasonably expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would result in such
liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer
Plan; and (v) no Loan Party or any ERISA Affiliate has engaged in a transaction
that could be subject to Section 4069 or 4212(c) of ERISA.

6.13 Subsidiaries.

      Set forth on Schedule 6.13 is a complete and accurate list as of the
Closing Date of each Subsidiary, together with (i) jurisdiction of formation and
(ii) the percentage of outstanding shares of Capital Stock owned (directly or
indirectly) by the Company or any Subsidiary. The outstanding Capital Stock of
each Subsidiary is validly issued, fully paid and non-assessable (except as
provided in Wisconsin Statute Sect. 180.0622(2)(b), as judicially interpreted).

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

      (a) No Borrower is engaged, and no Borrower will not engage, principally
or as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock.
Following the application of the proceeds of each Borrowing or drawing under
each Letter of Credit, not more than 25% of the value of the assets (either of
such Borrower only or of the Company and its Subsidiaries on a consolidated
basis) subject to the provisions of Section 8.01 or Section 8.05 or subject to
any restriction contained in any agreement or instrument between the Borrowers
and any Lender or any Affiliate of any Lender relating to Indebtedness and
within the scope of Section 9.01(e) will be margin stock.

      (b) No Borrower, no Person Controlling a Borrower, nor any Subsidiary (i)
is a "holding company," or a "subsidiary company" of a "holding company," or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company," within the meaning of the Public Utility Holding Company Act of 1935,
or (ii) is or is required to be registered as an "investment company" under the
Investment Company Act of 1940.

6.15 Disclosure.

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

6.16 Compliance with Laws.

      Each Loan Party and each Subsidiary is in compliance with the requirements
of all Laws and all orders, writs, injunctions and decrees applicable to it or
to its properties, except in such instances in which

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(a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted or (b)
the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.

6.17 Intellectual Property; Licenses, Etc.

      The Company and its Subsidiaries own, or possess the legal right to use,
all of the trademarks, service marks, trade names, copyrights, patents, patent
rights, franchises, licenses and other intellectual property rights
(collectively, "IP Rights") that are reasonably necessary for the operation of
their respective businesses. Except for such claims and infringements that could
not reasonably be expected to have a Material Adverse Effect, (i) no claim has
been asserted and is pending by any Person challenging or questioning the use of
any IP Rights or the validity or effectiveness of any IP Rights, nor does any
Loan Party know of any such claim, and (ii) to the knowledge of the Responsible
Officers of the Loan Parties, the use of any IP Rights by the Company or any
Subsidiary or the granting of a right or a license in respect of any IP Rights
from the Company or any Subsidiary does not infringe on the rights of any
Person.

6.18 Solvency.

      The Loan Parties are Solvent on a consolidated basis.

6.19 Labor Matters.

      There are no collective bargaining agreements or Multiemployer Plans
covering the employees of the Company or any Subsidiary as of the Closing Date
and neither the Company nor any Subsidiary has suffered any strikes, walkouts,
work stoppages or other material labor difficulty within the last five years.

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

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

7.01 Financial Statements.

      Deliver to the Administrative Agent and each Lender, in form and detail
satisfactory to the Administrative Agent and the Required Lenders:

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

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

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

7.02 Certificates; Other Information.

      Deliver to the Administrative Agent and each Lender, in form and detail
satisfactory to the Administrative Agent and the Required Lenders:

            (a) within the period for the delivery of the financial statements
      referred to in Section 7.01(a), a certificate of its independent certified
      public accountants certifying such financial statements and stating that
      in making the examination necessary therefor no knowledge was obtained of
      any Default in respect of Section 8.11 or, if any such Default shall
      exist, stating the nature and status of such event;

            (b) within the period for the delivery of the financial statements
      referred to in Sections 7.01(a) and (b), a duly completed Compliance
      Certificate signed by a Responsible Officer of the Company;

            (c) concurrently with the delivery of the financial statements
      referred to in Sections 7.01(a) and (b), a certificate of a Responsible
      Officer of the Company containing information regarding the amount of all
      Dispositions (in excess of $3,000,000) and Acquisitions that occurred
      during the period covered by such financial statements.

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

            (e) promptly after the same are available, (i) copies of each annual
      report, proxy or financial statement or other report or communication sent
      to the stockholders of the Company, and copies of all annual, regular,
      periodic and special reports and registration statements which the Company
      may file or be required to file with the SEC under Section 13 or 15(d) of
      the Securities Exchange Act of 1934 or to a holder of any Indebtedness
      owed by the Company or any Subsidiary in its capacity as such a holder and
      not otherwise required to be delivered to the Administrative Agent
      pursuant hereto and (ii) upon the reasonable request of the Administrative
      Agent, all reports and written information to and from the United States
      Environmental Protection

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<PAGE>

      Agency, or any state or local agency responsible for environmental
      matters, the United States Occupational Health and Safety Administration,
      or any state or local agency responsible for health and safety matters, or
      any successor agencies or authorities concerning environmental, health or
      safety matters; and

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

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

7.03 Notices.

      (a) Promptly (and in any event, within five Business Days) notify the
Administrative Agent and each Lender of the occurrence of any Default.

      (b) Promptly notify the Administrative Agent and each Lender of any matter
that has resulted or could reasonably be expected to result in a Material
Adverse Effect, including (i) breach or non-performance of, or any default
under, a Contractual Obligation of the Company or any Subsidiary; (ii) any
dispute, litigation, investigation, proceeding or suspension between the Company
or any Subsidiary and any Governmental Authority; or (iii) the commencement of,
or any material development in, any litigation or proceeding affecting the
Company or any Subsidiary, including pursuant to any applicable Environmental
Laws.

      (c) Other than with respect to the termination of certain Plans maintained
by Prinzing Enterprises, Inc. (which is not reasonably expected to have a
Material Adverse Effect), promptly notify the Administrative Agent and each
Lender of the occurrence of any ERISA Event.

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

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<PAGE>

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

7.04 Payment of Obligations.

      Pay and discharge, as the same shall become due and payable, all its
material obligations and material liabilities, including (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Company or such Subsidiary; (b) all lawful
claims which, if unpaid, would by law become a Lien upon its property; and (c)
all Indebtedness, as and when due and payable, but subject to any subordination
provisions contained in any instrument or agreement evidencing such
Indebtedness.

7.05 Preservation of Existence, Etc.

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

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

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

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

7.06 Maintenance of Properties.

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

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

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

7.07 Maintenance of Insurance.

      Maintain in full force and effect insurance (including worker's
compensation insurance, liability insurance, casualty insurance and business
interruption insurance) with financially sound and reputable insurance companies
not Affiliates of the Company, in such amounts, with such deductibles and
covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Company or the
applicable Subsidiary operates.

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7.08 Compliance with Laws.

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

7.09 Books and Records.

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

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

7.10 Inspection Rights.

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

7.11 Use of Proceeds.

      Use the proceeds of the Credit Extensions (a) in the case of the 364-Day
Loans, to finance the Acquisition of Emed and pay related fees and expenses in
connection therewith and (b) to finance working capital, capital expenditures
and other lawful corporate purposes (including Permitted Acquisitions), provided
that in no event shall the proceeds of the Credit Extensions be used in
contravention of any Law or of any Loan Document.

7.12 Additional Guarantors.

      Within forty-five (45) days after the acquisition or formation of any
Domestic Subsidiary, cause such Person to (a) become a Guarantor by executing
and delivering to the Administrative Agent a Joinder Agreement or such other
documents as the Administrative Agent shall deem appropriate for such purpose,
and (b) deliver to the Administrative Agent documents of the types referred to
in Section 5.01(f) and favorable opinions of counsel to such Person (which shall
cover, among other things, the legality, validity, binding effect and
enforceability of the documentation referred to in clause (a)), all in form,
content and scope reasonably satisfactory to the Administrative Agent.

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7.13 ERISA Compliance.

      Do, and cause each of its ERISA Affiliates to do, each of the following:
(a) maintain each Plan in compliance in all material respects with the
applicable provisions of ERISA, the Internal Revenue Code and other federal or
state law; (b) cause each Plan that is qualified under Section 401(a) of the
Internal Revenue Code to maintain such qualification; and (c) make all required
contributions to any Plan subject to Section 412 of the Internal Revenue Code.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

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

8.01 Liens.

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

            (a) Liens pursuant to any Loan Document;

            (b) Liens existing on the date hereof and listed on Schedule 8.01
      and any renewals or extensions thereof, provided that the property covered
      thereby is not increased and any renewal or extension of the obligations
      secured or benefited thereby is permitted by Section 8.03(b);

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

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

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

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

            (g) easements, rights-of-way, restrictions and other similar
      encumbrances affecting real property which, in the aggregate, are not
      substantial in amount, and which do not in any case

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<PAGE>

      materially detract from the value of the property subject thereto or
      materially interfere with the ordinary conduct of the business of the
      applicable Person;

            (h) Liens securing judgments for the payment of money (or appeal or
      other surety bonds relating to such judgments) not in excess of the
      Threshold Amount (except to the extent covered by independent third-party
      insurance as to which the insurer has acknowledged in writing its
      obligation to cover), unless any such judgment remains undischarged for a
      period of more than thirty consecutive days during which execution is not
      effectively stayed;

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

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

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

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

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

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

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

            (p) Liens on the Property of a Person which becomes a Subsidiary in
      connection with a Permitted Acquisition occurring after the Closing Date
      that secures Indebtedness permitted under Section 8.03(j), provided that
      (a) such Liens existed at the time such Person become a Subsidiary and
      were not created in anticipation of such Permitted Acquisition, and (b) no
      such Lien is spread to cover any additional Property (other than proceeds
      of the collateral originally subject to such Lien in accordance with the
      instrument creating such Lien) after the Closing Date and that the amount
      of Indebtedness secured thereby is not increased;

            (q) Liens granted by Guarantors to Brady Investment Co. that secure
      intercompany Indebtedness permitted by Section 8.03(c); and

            (r) other Liens securing obligations in an aggregate amount not to
      exceed $5,000,000 at any time outstanding.

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8.02 Investments.

      Make any Investments, except:

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

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

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

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

            (e) Investments consisting of extensions of credit in the nature of
      accounts receivable or notes receivable arising from the grant of trade
      credit in the ordinary course of business, and Investments (including debt
      obligations) received in connection with 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;

            (f) loans and advances to officers, directors and employees in an
      amount not to exceed $2,000,000 in the aggregate at any time outstanding;

            (g) Guarantees permitted by Section 8.03;

            (h) Permitted Acquisitions;

            (i) Investments by any Loan Party in its Wholly Owned Subsidiaries
      that are not Loan Parties so long as such Investments are made in the
      ordinary course of business and consistent with the parties' historical
      practices with respect to the amounts, terms and conditions thereof, and
      are otherwise made in the reasonable business judgment of the Loan
      Parties;

            (j) Investments in partnerships, joint ventures and any other
      non-Wholly Owned Subsidiary where the aggregate amount of such Investments
      outstanding at any one time do not exceed 20% of Consolidated Tangible Net
      Worth, provided that no Loan Party may become a general partner in any
      partnership; and

            (k) Investments of a nature not contemplated in the foregoing
      clauses in an amount not to exceed $10,000,000 in the aggregate at any
      time outstanding.

8.03 Indebtedness.

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

            (a) Indebtedness under the Loan Documents;

            (b) Indebtedness of the Company and its Subsidiaries set forth in
      Schedule 8.03 (and renewals, refinancings and extensions thereof on terms
      and conditions not materially less favorable to the applicable debtor(s));

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<PAGE>

            (c) intercompany Indebtedness permitted under Section 8.02;

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

            (e) purchase money Indebtedness (including obligations in respect of
      Sale and Leaseback Transactions, Capital Leases or Synthetic Leases)
      hereafter incurred by the Company or any of its Subsidiaries to finance
      the purchase of fixed assets, and renewals, refinancings and extensions
      thereof, provided that (i) the total of all such Indebtedness for all such
      Persons taken together shall not exceed an aggregate principal amount of
      $25,000,000 at any one time outstanding; (ii) such Indebtedness when
      incurred shall not exceed the purchase price of the asset(s) financed; and
      (iii) no such Indebtedness shall be refinanced for a principal amount in
      excess of the principal balance outstanding thereon at the time of such
      refinancing;

            (f) unsecured Indebtedness of the Company evidenced by promissory
      notes issued pursuant to a "private placement" transaction that is exempt
      from registration under the Securities Act of 1933 in an aggregate
      principal amount not to exceed $300,000,000 at any one time outstanding;

            (g) other unsecured Indebtedness in an aggregate principal amount
      not to exceed $40,000,000 at any one time outstanding;

            (h) Subordinated Indebtedness;

            (i) Guarantees with respect to Indebtedness permitted under clauses
      (a) through (h) of this Section 8.03; provided that any Guarantees of any
      Subordinated Indebtedness shall be subordinated to the same extent as such
      Subordinated Indebtedness;

            (j) purchase money Indebtedness (including obligations in respect of
      Capital Leases, Synthetic Leases, mortgages, industrial revenue bonds,
      industrial development bonds and similar financings) of a Person which
      becomes a Subsidiary after the Closing Date pursuant to a Permitted
      Acquisition, provided that (i) such Indebtedness existed at the time such
      Person became a Subsidiary and was not created in anticipation thereof and
      (ii) that the amount of such Indebtedness is not increased; and

            (k) other Indebtedness of a Person which becomes a Subsidiary after
      the Closing Date pursuant to a Permitted Acquisition, provided that (i)
      the aggregate principal amount of all such Indebtedness does not to exceed
      $5,000,000 at any one time outstanding, (ii) such Indebtedness existed at
      the time such Person became a Subsidiary and was not created in
      anticipation thereof and (iii) that the amount of such Indebtedness is not
      increased.

8.04 Fundamental Changes.

      Merge, dissolve, liquidate, consolidate with or into another Person, or
Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or

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hereafter acquired) to or in favor of any Person; provided that, notwithstanding
the foregoing provisions of this Section 8.04 but subject to the terms of
Sections 7.12, (a) the Company may merge or consolidate with any of its
Subsidiaries provided that the Company shall be the continuing or surviving
corporation, (b) any Loan Party (other than the Company) may merge or
consolidate with any other Loan Party (other than the Company) provided that, if
a Borrower is a party to such transaction, a Borrower shall be the continuing or
surviving Person, (c) any Foreign Subsidiary may be merged or consolidated with
or into any Loan Party provided that such Loan Party shall be the continuing or
surviving corporation, (d) any Foreign Subsidiary may be merged or consolidated
with or into any other Foreign Subsidiary, (e) any Subsidiary of the Company may
merge with any Person that is not a Loan Party in connection with a Permitted
Acquisition and (f) any Subsidiary (other than a Borrower) may dissolve,
liquidate or wind up its affairs at any time provided that such dissolution,
liquidation or winding up, as applicable, could not have a Material Adverse
Effect.

8.05 Dispositions.

      Make any Disposition except:

      (a) Dispositions of inventory in the ordinary course of business;

      (b) Dispositions of machinery and equipment no longer used or useful in
the conduct of business of the Company and its Subsidiaries;

      (c) Dispositions of Property in the ordinary course of business to the
extent that (i) such Property is exchanged for credit against the purchase price
of similar replacement Property or (ii) the proceeds of such Disposition are
promptly applied to the purchase price of such replacement Property;

      (d) Dispositions of Property to the Company or any Subsidiary; provided,
that if the transferor of such Property is a Loan Party (i) the transferee
thereof must be a Loan Party or (ii) to the extent such transaction constitutes
an Investment, such transaction is permitted under Section 8.02;

      (e) Dispositions of accounts receivable in connection with the collection
or compromise thereof;

      (f) Dispositions of Property in the ordinary course of business so long as
the Person Disposing of such Property applies the proceeds thereof to acquire
replacement Property of the same or similar nature within 180 days following
such Disposition; and

      (g) other Dispositions so long as (i) the consideration paid in connection
therewith shall be in an amount not less than the fair market value of the
Property disposed of, (ii) such Disposition does not involve the sale or other
disposition of a minority equity interest in any Subsidiary, (iii) such
Disposition does not involve a sale or other disposition of receivables other
than receivables owned by or attributable to other Property concurrently being
disposed of in a transaction otherwise permitted under this Section 8.05, and
(iv) the aggregate net book value of all of the assets sold or otherwise
disposed of by the Company and its Subsidiaries in all such Dispositions in any
fiscal year of the Company shall not exceed 15% of Consolidated Tangible Net
Worth.

8.06 Restricted Payments.

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

            (a) each Subsidiary may make Restricted Payments (directly or
      indirectly) to any Loan Party (and, in the case of a Restricted Payment by
      a non-wholly-owned Subsidiary, to each

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      owner of Capital Stock in such Subsidiary on a pro rata basis based on
      such owner's respective ownership interests);

            (b) the Company and each Subsidiary may declare and make dividend
      payments or other distributions payable solely in the Capital Stock of
      such Person; and

            (c) so long as no Default exists immediately prior and after giving
      effect thereto, the Company may make other Restricted Payments in an
      aggregate amount during any fiscal year of the Company not to exceed the
      sum of (i) $25,000,000 plus (ii) an amount equal to 50% of Consolidated
      Net Income for the prior fiscal year of the Company.

8.07 Change in Nature of Business.

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

8.08 Transactions with Affiliates and Insiders.

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

8.09 Burdensome Agreements.

      (a) Enter into, or permit to exist, any Contractual Obligation that
encumbers or restricts the ability of any such Person to (i) pay dividends or
make any other distributions to any Loan Party on its Capital Stock or with
respect to any other interest or participation in, or measured by, its profits,
(ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make
loans or advances to any Loan Party, (iv) sell, lease or transfer any of its
Property to any Loan Party, (v) pledge its Property pursuant to the Loan
Documents or any renewals, refinancings, exchanges, refundings or extension
thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any
renewals, refinancings, exchanges, refundings or extension thereof, except (in
respect of any of the matters referred to in clauses (i)-(v) above) for (1) this
Agreement and the other Loan Documents, (2) any document or instrument governing
Indebtedness incurred pursuant to Section 8.03(e), provided that any such
restriction contained therein relates only to the asset or assets constructed or
acquired in connection therewith, (3) any Permitted Lien or any document or
instrument governing any Permitted Lien, provided that any such restriction
contained therein relates only to the asset or assets subject to such Permitted
Lien, (4) the Note Purchase Agreement or (5) customary restrictions and
conditions contained in any agreement relating to the sale of any Property
permitted under Section 8.05 pending the consummation of such sale.

      (b) Enter into, or permit to exist, any Contractual Obligation that
prohibits or otherwise restricts the existence of any Lien upon any of its
Property in favor of the Administrative Agent (for the benefit of the Lenders)
for the purpose of securing the Obligations, whether now owned or hereafter
acquired, or requiring the grant of any security for any obligation if such
Property is given as security for the Obligations, except (i) any document or
instrument governing Indebtedness incurred pursuant to Section

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8.03(e), provided that any such restriction contained therein relates only to
the asset or assets constructed or acquired in connection therewith, (ii) in
connection with any Permitted Lien or any document or instrument governing any
Permitted Lien, provided that any such restriction contained therein relates
only to the asset or assets subject to such Permitted Lien, (iii) the Note
Purchase Agreement and (iv) pursuant to customary restrictions and conditions
contained in any agreement relating to the sale of any Property permitted under
Section 8.05, pending the consummation of such sale.

8.10 Use of Proceeds.

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

8.11 Financial Covenants.

      (a) Minimum Domestic EBITDA. Permit the Consolidated Domestic EBITDA for
any four consecutive fiscal quarters of the Company to be less than the sum of
(i) $15,000,000 plus (ii) if the Permitted Acquisition of Emed has occurred,
$18,000,000.

      (b) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as
of the end of any fiscal quarter of the Company to be greater than 3.00:1.0.

      (c) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest
Coverage Ratio as of the end of any fiscal quarter of the Company to be less
than 3.00:1.0.

8.12 Prepayment of Other Indebtedness, Etc.

      If any Default has occurred and is continuing or would be directly or
indirectly caused as a result thereof:

      (a) Amend or modify any of the terms of any Indebtedness of the Company or
any Subsidiary (other than Indebtedness arising under the Loan Documents) if
such amendment or modification would add or change any terms in a manner adverse
to the Company or any Subsidiary, or shorten the final maturity or average life
to maturity or require any payment to be made sooner than originally scheduled
or increase the interest rate applicable thereto.

      (b) Make (or give any notice with respect thereto) any voluntary or
optional payment or prepayment or redemption or acquisition for value of
(including without limitation, by way of depositing money or securities with the
trustee with respect thereto before due for the purpose of paying when due),
refund, refinance or exchange of any Indebtedness of the Company or any
Subsidiary (other than Indebtedness arising under the Loan Documents).

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

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

      (b) Change its fiscal year.

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                                   ARTICLE IX

                         EVENTS OF DEFAULT AND REMEDIES

9.01 Events of Default.

      Any of the following shall constitute an Event of Default:

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

            (b) Specific Covenants. The Loan Parties fail to perform or observe
      any term, covenant or agreement contained in any of Section 7.01, 7.02,
      7.03, 7.05, 7.10, 7.11 or 7.12 or Article VIII or

            (c) Other Defaults. Any Loan Party fails to perform or observe any
      other covenant or agreement (not specified in subsection (a) or (b) above)
      contained in any Loan Document on its part to be performed or observed and
      such failure continues for thirty days after the earlier to occur of
      notice thereof from the Administrative Agent or a Loan Party becoming
      aware of such failure; or

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

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

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<PAGE>

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

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

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

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

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

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

9.02 Remedies Upon Event of Default.

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

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

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

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

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

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

9.03 Application of Funds.

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

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

      Second, to payment of that portion of the Obligations constituting fees,
      indemnities and other amounts (other than principal and interest) payable
      to the Lenders (including Attorney Costs and amounts payable under Article
      III), ratably among them in proportion to the amounts described in this
      clause Second payable to them;

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

      Fourth, to (a) payment of that portion of the Obligations constituting
      unpaid principal of the Loans and L/C Borrowings, (b) payment of breakage,
      termination or other payments, and any interest accrued thereon, due under
      any Swap Contract between any Loan Party and any Lender, or any Affiliate
      of a Lender, to the extent such Swap Contract is permitted by Section
      8.03(d), (c) payments of amounts due under any Treasury Management
      Agreement between any Loan

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<PAGE>

      Party and any Lender, or any Affiliate of a Lender and (d) Cash
      Collateralize that portion of L/C Obligations comprised of the aggregate
      undrawn amount of Letters of Credit, ratably among the Lenders (and, in
      the case of such Swap Contracts, Affiliates of Lenders) in proportion to
      the respective amounts described in this clause Fourth held by them; and

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

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

                                    ARTICLE X

                              ADMINISTRATIVE AGENT

10.01 Appointment and Authorization of Administrative Agent.

      (a) Each Lender hereby irrevocably appoints, designates and authorizes the
Administrative Agent to take such action on its behalf under the provisions of
this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

      (b) The L/C Issuer shall act on behalf of the Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith, and the
L/C Issuer shall have all of the benefits and immunities (i) provided to the
Administrative Agent in this Article X with respect to any acts taken or
omissions suffered by the L/C Issuer in connection with Letters of Credit issued
by it or proposed to be issued by it and the applications and agreements for
letters of credit pertaining to such Letters of Credit as fully as if the term
"Administrative Agent" as used in this Article X and in the definition of
"Agent-Related Person" included the L/C Issuer with respect to such acts or
omissions, and (ii) as additionally provided herein with respect to the L/C
Issuer.

10.02 Delegation of Duties.

      The Administrative Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents, employees or
attorneys-in-fact, including, for the purposes of any Borrowings or payments in
Alternative Currencies, such sub-agents as shall be deemed necessary by the
Administrative Agent, and shall be entitled to advice of counsel and other
consultants or experts

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concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agent, sub-agent or
attorney-in-fact that it selects in the absence of gross negligence or willful
misconduct. Any such agent, sub-agent or other Person retained or employed
pursuant to this Section 10.02 shall have all the benefits and immunities
provided to the Administrative Agent in this Article X with respect to any acts
taken or omissions suffered by such Person in connection herewith or therewith,
as fully as if the term "Administrative Agent" as used in this Article X and in
the definition of "Agent-Related Person" included such additional Persons with
respect to such acts or omissions.

10.03 Liability of Administrative Agent.

      No Agent-Related Person shall (a) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Agreement or
any other Loan Document or the transactions contemplated hereby (except for its
own gross negligence or willful misconduct in connection with its duties
expressly set forth herein), or (b) be responsible in any manner to any Lender
or participant for any recital, statement, representation or warranty made by
any Loan Party or any officer thereof, contained herein or in any other Loan
Document, or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of any Loan Party or any other party
to any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender or participant
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party or
any Affiliate thereof.

10.04 Reliance by Administrative Agent.

      (a) The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, electronic mail message, statement or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to any Loan Party),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent shall be fully justified in failing or refusing to take
any action under any Loan Document unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or
consent of the Required Lenders (or such greater number of Lenders as may be
expressly required hereby in any instance) and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders.

      (b) For purposes of determining compliance with the conditions specified
in Section 5.01, each Lender that has signed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

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10.05 Notice of Default.

      The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default, except with respect to defaults in the payment
of principal, interest and fees required to be paid to the Administrative Agent
for the account of the Lenders, unless the Administrative Agent shall have
received written notice from a Lender or the Company referring to this
Agreement, describing such Default and stating that such notice is a "notice of
default." The Administrative Agent will notify the Lenders of its receipt of any
such notice. The Administrative Agent shall take such action with respect to
such Default as may be directed by the Required Lenders in accordance with
Article IX; provided, however, that unless and until the Administrative Agent
has received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default as it shall deem advisable or in the best interest of the
Lenders.

10.06 Credit Decision; Disclosure of Information by Administrative Agent.

      Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrowers hereunder. Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrowers and the other Loan Parties. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent herein, the Administrative Agent shall not
have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any
Agent-Related Person.

10.07 Indemnification of Administrative Agent.

Whether or not the transactions contemplated hereby are consummated, the Lenders
shall indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of any Loan Party and without limiting the obligation
of any Loan Party to do so), pro rata, and hold harmless each Agent-Related
Person from and against any and all Indemnified Liabilities incurred by it;
provided, however, that no Lender shall be liable for the payment to any
Agent-Related Person of any portion of such Indemnified Liabilities to the
extent determined in a final, nonappealable judgment by a court of competent
jurisdiction to have resulted from such Agent-Related Person's own gross
negligence or willful misconduct; provided, however, that no action taken in
accordance with the directions of the Required Lenders shall be deemed to
constitute gross negligence or willful misconduct for purposes of this Section.
Without limitation of the foregoing, each Lender shall reimburse the
Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the

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Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrowers. The undertaking in this Section shall survive termination of the
Commitments, the payment of all other Obligations and the resignation of the
Administrative Agent.

10.08 Administrative Agent in its Individual Capacity.

      Bank of America and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Loan Parties and their respective Affiliates
as though Bank of America were not the Administrative Agent or the L/C Issuer
hereunder and without notice to or consent of the Lenders. The Lenders
acknowledge that, pursuant to such activities, Bank of America or its Affiliates
may receive information regarding any Loan Party or its Affiliates (including
information that may be subject to confidentiality obligations in favor of such
Loan Party or such Affiliate) and acknowledge that the Administrative Agent
shall be under no obligation to provide such information to them. With respect
to its Loans, Bank of America shall have the same rights and powers under this
Agreement as any other Lender and may exercise such rights and powers as though
it were not the Administrative Agent or the L/C Issuer, and the terms "Lender"
and "Lenders" include Bank of America in its individual capacity.

10.09 Successor Administrative Agent.

      The Administrative Agent may resign as Administrative Agent upon thirty
days' notice to the Lenders; provided that any such resignation by Bank of
America shall also constitute its resignation as L/C Issuer and Swing Line
Lender. If the Administrative Agent resigns under this Agreement, the Required
Lenders shall appoint (in consultation with the Company) from among the Lenders
a successor administrative agent for the Lenders, which successor administrative
agent shall be consented to by the Company at all times other than during the
existence of an Event of Default (which consent of the Company shall not be
unreasonably withheld or delayed). If no successor administrative agent is
appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the Lenders
and the Company, a successor administrative agent from among the Lenders. Upon
the acceptance of its appointment as successor administrative agent hereunder,
the Person acting as such successor administrative agent shall succeed to all
the rights, powers and duties of the retiring Administrative Agent, L/C Issuer
and Swing Line Lender and the respective terms "Administrative Agent", "L/C
Issuer" and "Swing Line Lender" shall mean such successor administrative agent,
Letter of Credit issuer and swing line lender, and the retiring Administrative
Agent's appointment, powers and duties in such capacities shall be terminated
without any other further act or deed on its behalf. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article X and Sections 11.04 and 11.05 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor administrative agent
has accepted appointment as Administrative Agent by the date thirty days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above.

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10.10 Administrative Agent May File Proofs of Claim.

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

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

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

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

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

10.11 Guaranty Matters.

      The Lenders irrevocably authorize the Administrative Agent, at its option
and in its discretion, to release any Guarantor from its obligations under the
Guaranty if such Person ceases to be a Subsidiary as a result of a transaction
permitted hereunder. Upon request by the Administrative Agent at any time, the
Required Lenders will confirm in writing the Administrative Agent's authority to
release any Guarantor from its obligations under the Guaranty, pursuant to this
Section 10.11.

10.12 Other Agents; Arrangers and Managers.

      None of the Lenders or other Persons identified on the facing page or
signature pages of this Agreement as a "syndication agent," "documentation
agent," "co-agent," "book manager," "lead manager," "arranger," "lead arranger"
or "co-arranger" shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than, in the case of such
Lenders, those applicable to all Lenders as such. Without limiting the
foregoing, none of the Lenders or other Persons so identified shall have or be
deemed to have any fiduciary relationship with any Lender. Each Lender
acknowledges that it

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has not relied, and will not rely, on any of the Lenders or other Persons so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.

                                   ARTICLE XI

                                  MISCELLANEOUS

11.01 Amendments, Etc.

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

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

            (b) postpone any date fixed by this Agreement or any other Loan
      Document for any payment of principal (excluding mandatory prepayments),
      interest, fees or other amounts due to the Lenders (or any of them) or any
      scheduled or mandatory reduction of the Aggregate Revolving Commitments or
      the Aggregate 364-Day Commitments hereunder or under any other Loan
      Document without the written consent of each Lender directly affected
      thereby;

            (c) reduce the principal of, or the rate of interest specified
      herein on, any Loan or L/C Borrowing, or any fees or other amounts payable
      hereunder or under any other Loan Document without the written consent of
      each Lender directly affected thereby; provided, however, that only the
      consent of the Required Lenders shall be necessary to amend the definition
      of "Default Rate" or to waive any obligation of any Borrowers to pay
      interest or Letter of Credit Fees at the Default Rate;

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

            (e) amend Section 1.07 or the definition of "Alternative Currency"
      without the written consent of each Lender;

            (f) change any provision of this Section or the definition of
      "Required Lenders" or any other provision hereof specifying the number or
      percentage of Lenders required to amend, waive or otherwise modify any
      rights hereunder or make any determination or grant any consent hereunder
      without the written consent of each Lender directly affected thereby; or

            (g) release the Company or, except in connection with a merger or
      consolidation permitted under Section 8.04 or a Disposition permitted
      under Section 8.05, any other Borrower or all or substantially all of the
      Guarantors, from its or their obligations under the Loan Documents without
      the written consent of each Lender directly affected thereby;

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and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Letter
of Credit Application relating to any Letter of Credit issued or to be issued by
it; (ii) no amendment, waiver or consent shall, unless in writing and signed by
the Swing Line Lender in addition to the Lenders required above, affect the
rights or duties of the Swing Line Lender under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or extended
without the consent of such Lender.

Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, (x) each Lender is entitled to vote as
such Lender sees fit on any bankruptcy reorganization plan that affects the
Loans, and each Lender acknowledges that the provisions of Section 1126(c) of
the Bankruptcy Code supersedes the unanimous consent provisions set forth herein
and (y) the Required Lenders shall determine whether or not to allow a Loan
Party to use cash collateral in the context of a bankruptcy or insolvency
proceeding and such determination shall be binding on all of the Lenders.

11.02 Notices and Other Communications; Facsimile Copies.

      (a) General. Unless otherwise expressly provided herein, all notices and
other communications provided for hereunder shall be in writing (including by
facsimile transmission). All such written notices shall be mailed certified or
registered mail, faxed or delivered to the applicable address, facsimile number
or (subject to subsection (c) below) electronic mail address, and all notices
and other communications expressly permitted hereunder to be given by telephone
shall be made to the applicable telephone number, as follows:

            (i) if to the Borrowers, the Administrative Agent, the L/C Issuer or
      the Swing Line Lender, to the address, facsimile number, electronic mail
      address or telephone number specified for such Person on Schedule 11.02 or
      to such other address, facsimile number, electronic mail address or
      telephone number as shall be designated by such party in a notice to the
      other parties; and

            (ii) if to any other Lender, to the address, facsimile number,
      electronic mail address or telephone number specified in its
      Administrative Questionnaire or to such other address, facsimile number,
      electronic mail address or telephone number as shall be designated by such
      party in a notice to the Company, the Administrative Agent, the L/C Issuer
      and the Swing Line Lender.

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

      (b) Electronic Communications. Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the

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foregoing shall not apply to notices to any Lender pursuant to Article II if
such Lender has notified the Administrative Agent that it is incapable of
receiving notices under such Article by electronic communication. The
Administrative Agent or the Company (on behalf of itself and the other Loan
Parties) may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be
limited to particular notices or communications.

      (c) Effectiveness of Facsimile Documents and Signatures. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on all Loan
Parties, the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

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

11.03 No Waiver; Cumulative Remedies.

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

11.04 Attorney Costs, Expenses and Taxes.

      The Company agrees (a) to pay or reimburse the Administrative Agent for
all costs and expenses incurred in connection with the development, preparation,
negotiation and execution of this Agreement and the other Loan Documents and any
amendment, waiver, consent or other modification of the provisions hereof and
thereof (whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs and costs and
expenses in connection with the use of Intralinks, Inc. or other similar
information transmission systems in connection with this Agreement, and (b) to
pay or reimburse the Administrative Agent and each Lender for all costs and
expenses incurred in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Agreement or the other Loan
Documents (including all such costs and expenses incurred during any "workout"
or restructuring in respect of the Obligations and during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all Attorney
Costs. The foregoing costs and expenses shall include all search, filing,
recording, title insurance and appraisal charges and fees and taxes

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related thereto, and other out-of-pocket expenses incurred by the Administrative
Agent and the cost of independent public accountants and other outside experts
retained by the Administrative Agent or any Lender. All amounts due under this
Section 11.04 shall be payable within ten Business Days after demand therefor.
The agreements in this Section shall survive the termination of the Aggregate
Revolving Commitments, the termination of the Aggregate 364-Day Commitments and
the repayment of all other Obligations.

11.05 Indemnification.

      Whether or not the transactions contemplated hereby are consummated, the
Company agrees to indemnify and hold harmless each Agent-Related Person, each
Lender and their respective Affiliates, directors, officers, employees, counsel,
trustees, advisors, agents and attorneys-in-fact (collectively the
"Indemnitees") from and against any and all liabilities, obligations, losses,
damages, penalties, claims, demands, actions, judgments, suits, costs, expenses
and disbursements (including Attorney Costs) of any kind or nature whatsoever
which may at any time be imposed on, incurred by or asserted against any such
Indemnitee in any way relating to or arising out of or in connection with (a)
the execution, delivery, enforcement, performance or administration of any Loan
Document or any other agreement, letter or instrument delivered in connection
with the transactions contemplated thereby or the consummation of the
transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit
or the use or proposed use of the proceeds therefrom (including any refusal by
the L/C Issuer to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with
the terms of such Letter of Credit), (c) any actual or alleged presence or
release of Hazardous Materials on or from any property currently or formerly
owned or operated by the Company, any Subsidiary or any other Loan Party, or any
Environmental Liability related in any way to the Company, any Subsidiary or any
other Loan Party, or (d) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation
for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto (all the
foregoing, collectively, the "Indemnified Liabilities"); provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of such Indemnitee. No Indemnitee
shall be liable for any damages arising from the use by others of any
information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Agreement, nor shall
any Indemnitee have any liability for any indirect, punitive or consequential
damages relating to this Agreement or any other Loan Document or arising out of
its activities in connection herewith or therewith (whether before or after the
Closing Date). All amounts due under this Section 11.05 shall be payable within
ten Business Days after demand therefor. The agreements in this Section shall
survive the resignation of the Administrative Agent, the replacement of any
Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all the other Obligations.

11.06 Payments Set Aside.

      To the extent that any payment by or on behalf of any Loan Party is made
to the Administrative Agent or any Lender, or the Administrative Agent or any
Lender exercises its right of set-off, and such payment or the proceeds of such
set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and

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continued in full force and effect as if such payment had not been made or such
set-off had not occurred, and (b) each Lender severally agrees to pay to the
Administrative Agent upon demand its applicable share of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to the
applicable Overnight Rate from time to time in effect, in the applicable
currency of such recovery or payment.

11.07 Successors and Assigns.

      (a) The provisions of this Agreement and the other Loan Documents shall be
binding upon and inure to the benefit of the parties hereto and thereto and
their respective successors and assigns permitted hereby, except that the
Company may not assign or otherwise transfer any of its rights or obligations
hereunder or thereunder without the prior written consent of each Lender and no
Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the provisions
of subsection (b) of this Section, (ii) by way of participation in accordance
with the provisions of subsection (d) of this Section or (iii) by way of pledge
or assignment of a security interest subject to the restrictions of subsection
(f) of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the
extent provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Indemnitees) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

      (b) Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement and the
other Loan Documents (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C
Obligations and in Swing Line Loans) at the time owing to it); provided that (i)
except in the case of an assignment of the entire remaining amount of the
assigning Lender's Commitment and the Loans at the time owing to it or in the
case of an assignment to a Lender or an Affiliate of a Lender or an Approved
Fund (as defined in subsection (g) of this Section) with respect to a Lender,
the aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) subject to each such assignment, determined as of the
date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent or, if "Trade Date" is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless
each of the Administrative Agent and, so long as no Event of Default has
occurred and is continuing, the Company otherwise consents (each such consent
not to be unreasonably withheld or delayed); (ii) each partial assignment shall
be made as an assignment of a proportionate part of all the assigning Lender's
Loans and Commitments, and rights and obligations with respect thereto,
assigned, except that this clause (ii) shall not apply to rights in respect of
Swing Line Loans or the 364-Day Loans; (iii) any assignment of a Revolving
Commitment must be approved by the Administrative Agent, the L/C Issuer and the
Swing Line Lender unless the Person that is the proposed assignee is itself a
Lender (whether or not the proposed assignee would otherwise qualify as an
Eligible Assignee); (iv) any assignment of a 364-Day Commitment must be approved
by the Administrative Agent and (v) the parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together
with a processing and recordation fee of $3,500. Subject to acceptance and
recording thereof by the Administrative Agent pursuant to subsection (c) of this
Section, from and after the effective date specified in each Assignment and
Assumption, the Eligible Assignee thereunder shall be a party to this Agreement
and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 3.01,

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3.04, 3.05, 11.04 and 11.05 with respect to facts and circumstances occurring
prior to the effective date of such assignment). Upon request, the Borrowers (at
their expense) shall execute and deliver a Note to the assignee Lender. Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this subsection shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection (d) of this Section.

      (c) The Administrative Agent, acting solely for this purpose as an agent
of the Borrowers, shall maintain at the Administrative Agent's Office a copy of
each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrowers, the Administrative Agent
and the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrowers at any reasonable time and from time
to time upon reasonable prior notice. In addition, at any time that a request
for a consent for a material or other substantive change to the Loan Documents
is pending, any Lender wishing to consult with other Lenders in connection
therewith may request and receive from the Administrative Agent a copy of the
Register.

      (d) Any Lender may at any time, without the consent of, or notice to, the
Borrowers or the Administrative Agent, sell participations to any Person (other
than a natural person or the Borrowers or any of the Borrowers' Affiliates or
Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans (including such Lender's participations in L/C
Obligations and/or Swing Line Loans) owing to it); provided that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrowers, the Administrative
Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in clauses (a) through
(g) of the first proviso to Section 11.01 that directly affects such
Participant. Subject to subsection (e) of this Section, the Borrowers agree that
each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and
3.05 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 11.09
as though it were a Lender, provided such Participant agrees to be subject to
Section 2.13 as though it were a Lender.

      (e) A Participant shall not be entitled to receive any greater payment
under Section 3.01 or 3.04 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Company's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 3.01 unless the Company
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrowers, to comply with Section 11.15 as though
it were a Lender.

      (f) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement (including under its Note, if
any) to secure obligations of such Lender, including any pledge or assignment to
secure obligations to a Federal Reserve Bank; provided that no

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such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

      (g) As used herein, the following terms have the following meanings:

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

            "Fund" means any Person (other than a natural person) that is (or
      will be) engaged in making, purchasing, holding or otherwise investing in
      commercial loans and similar extensions of credit in the ordinary course
      of its business.

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

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

11.08 Confidentiality.

      Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates' respective
partners, directors, officers, employees, agents, advisors and representatives
and to any direct or indirect contractual counterparty (or such contractual
counterparty's professional advisor) under any Swap Contract relating to Loans
outstanding under this Agreement (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,
provided that the Administrative Agent or such Lender, as applicable, will, to
the extent practical, use reasonable efforts to notify the Company prior

                                       85
<PAGE>

to such disclosure, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to a Loan Party and its obligations, (g) with the consent of the
Company or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available to
the Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Loan Parties. For purposes of this Section, "Information" means
all information received from the Company or any Subsidiary relating to the
Acquisition of Emed, the Company or any Subsidiary or any of their respective
businesses, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Company or any Subsidiary; provided that, in the case of
information received from the Company or any Subsidiary after the date hereof,
such information is clearly identified at the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do
so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

11.09 Set-off.

      In addition to any rights and remedies of the Lenders provided by law,
upon the occurrence and during the continuance of any Event of Default, each
Lender and any Affiliate of any Lender is authorized at any time and from time
to time, without prior notice to the Company or any other Loan Party, any such
notice being waived by the Company (on its own behalf and on behalf of each Loan
Party) to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held by, and other indebtedness at any time owing by, such Lender to or for the
credit or the account of the respective Loan Parties against any and all
Obligations owing to such Lender hereunder or under any other Loan Document, now
or hereafter existing, irrespective of whether or not the Administrative Agent
or such Lender shall have made demand under this Agreement or any other Loan
Document and although such Obligations may be contingent or unmatured or
denominated in a currency different from that of the applicable deposit or
indebtedness. Each Lender agrees promptly to notify the Company and the
Administrative Agent after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.

11.10 Interest Rate Limitation.

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

                                       86
<PAGE>

11.11 Counterparts.

      This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

11.12 Integration.

      This Agreement, together with the other Loan Documents, comprises the
complete and integrated agreement of the parties on the subject matter hereof
and thereof and supersedes all prior agreements, written or oral, on such
subject matter. In the event of any conflict between the provisions of this
Agreement and those of any other Loan Document, the provisions of this Agreement
shall control; provided that the inclusion of supplemental rights or remedies in
favor of the Administrative Agent or the Lenders in any other Loan Document
shall not be deemed a conflict with this Agreement. Each Loan Document was
drafted with the joint participation of the respective parties thereto and shall
be construed neither against nor in favor of any party, but rather in accordance
with the fair meaning thereof.

11.13 Survival of Representations and Warranties.

      All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and
thereof. Such representations and warranties have been or will be relied upon by
the Administrative Agent and each Lender, regardless of any investigation made
by the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

11.14 Severability.

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

11.15 Tax Forms.

            (a) (i) Each Lender that is not a "United States person" within the
      meaning of Section 7701(a)(30) of the Internal Revenue Code (a "Foreign
      Lender") shall deliver to the Administrative Agent, prior to receipt of
      any payment subject to withholding under the Internal Revenue Code (or
      upon accepting an assignment of an interest herein), two duly signed
      completed copies of either IRS Form W-8BEN or any successor thereto
      (relating to such Foreign Lender and entitling it to an exemption from, or
      reduction of, withholding tax on all payments to be made to such Foreign
      Lender by the Borrowers pursuant to this Agreement) or IRS Form W-8ECI or
      any successor thereto (relating to all payments to be made to such Foreign
      Lender by the Borrowers pursuant to this Agreement) or such other evidence
      satisfactory to the Company and the Administrative Agent that such Foreign
      Lender is entitled to an exemption from, or reduction of, U.S. withholding
      tax, including any exemption pursuant to Section 881(c) of the Internal
      Revenue Code. Thereafter and from time to time, each such Foreign Lender
      shall (A) promptly

                                       87
<PAGE>

      submit to the Administrative Agent such additional duly completed and
      signed copies of one of such forms (or such successor forms as shall be
      adopted from time to time by the relevant United States taxing
      authorities) as may then be available under then current United States
      laws and regulations to avoid, or such evidence as is satisfactory to the
      Company and the Administrative Agent of any available exemption from or
      reduction of, United States withholding taxes in respect of all payments
      to be made to such Foreign Lender by the Borrowers pursuant to this
      Agreement, (B) promptly notify the Administrative Agent of any change in
      circumstances which would modify or render invalid any claimed exemption
      or reduction, and (C) take such steps as shall not be materially
      disadvantageous to it, in the reasonable judgment of such Lender, and as
      may be reasonably necessary (including the re-designation of its Lending
      Office) to avoid any requirement of applicable Laws that the Borrowers
      make any deduction or withholding for taxes from amounts payable to such
      Foreign Lender.

            (ii) Each Foreign Lender, to the extent it does not act or ceases to
      act for its own account with respect to any portion of any sums paid or
      payable to such Lender under any of the Loan Documents (for example, in
      the case of a typical participation by such Lender), shall deliver to the
      Administrative Agent on the date when such Foreign Lender ceases to act
      for its own account with respect to any portion of any such sums paid or
      payable, and at such other times as may be necessary in the determination
      of the Administrative Agent (in the reasonable exercise of its
      discretion), (A) two duly signed completed copies of the forms or
      statements required to be provided by such Lender as set forth above, to
      establish the portion of any such sums paid or payable with respect to
      which such Lender acts for its own account that is not subject to U.S.
      withholding tax, and (B) two duly signed completed copies of IRS Form
      W-8IMY (or any successor thereto), together with any information such
      Lender chooses to transmit with such form, and any other certificate or
      statement of exemption required under the Internal Revenue Code, to
      establish that such Lender is not acting for its own account with respect
      to a portion of any such sums payable to such Lender.

            (iii) The Borrowers shall not be required to pay any additional
      amount to any Foreign Lender under Section 3.01 (A) with respect to any
      Taxes required to be deducted or withheld on the basis of the information,
      certificates or statements of exemption such Lender transmits with an IRS
      Form W-8IMY pursuant to this Section 11.15(a) or (B) if such Lender shall
      have failed to satisfy the foregoing provisions of this Section 11.15(a);
      provided that if such Lender shall have satisfied the requirement of this
      Section 11.15(a) on the date such Lender became a Lender or ceased to act
      for its own account with respect to any payment under any of the Loan
      Documents, nothing in this Section 11.15(a) shall relieve any Borrower of
      its obligation to pay any amounts pursuant to Section 3.01 in the event
      that, as a result of any change in any applicable law, treaty or
      governmental rule, regulation or order, or any change in the
      interpretation, administration or application thereof, such Lender is no
      longer properly entitled to deliver forms, certificates or other evidence
      at a subsequent date establishing the fact that such Lender or other
      Person for the account of which such Lender receives any sums payable
      under any of the Loan Documents is not subject to withholding or is
      subject to withholding at a reduced rate; and provided further that if the
      L/C Issuer shall issue, amend or extend any Letter of Credit from a branch
      or other office in any jurisdiction at the request of (or with the consent
      of ) a Borrower and the L/C Issuer shall not be lawfully able or entitled
      to satisfy the requirements of this Section 10.15(a) at the time of
      issuance, amendment or extension of any Letter of Credit by reason of the
      selection of such branch or office in such jurisdiction, nothing in this
      Section 10.15(a) shall relieve such Borrower of its obligation to pay any
      amounts pursuant to Section 3.01 owing to the L/C Issuer.

                                       88
<PAGE>

            (iv) The Administrative Agent may, without reduction, withhold any
      Taxes required to be deducted and withheld from any payment under any of
      the Loan Documents with respect to which the Borrowers are not required to
      pay additional amounts under this Section 11.15(a).

            (b) Upon the request of the Administrative Agent, each Lender that
      is a "United States person" within the meaning of Section 7701(a)(30) of
      the Internal Revenue Code shall deliver to the Administrative Agent two
      duly signed completed copies of IRS Form W-9. If such Lender fails to
      deliver such forms, then the Administrative Agent may withhold from any
      interest payment to such Lender an amount equivalent to the applicable
      back-up withholding tax imposed by the Internal Revenue Code, without
      reduction.

            (c) If any Governmental Authority asserts that the Administrative
      Agent did not properly withhold or backup withhold, as the case may be,
      any tax or other amount from payments made to or for the account of any
      Lender, such Lender shall indemnify the Administrative Agent therefor,
      including all penalties and interest, any taxes imposed by any
      jurisdiction on the amounts payable to the Administrative Agent under this
      Section, and costs and expenses (including Attorney Costs) of the
      Administrative Agent. The obligation of the Lenders under this Section
      shall survive the termination of the Aggregate Revolving Commitments, the
      termination of the Aggregate 364-Day Commitments and the repayment of all
      other Obligations hereunder and the resignation of the Administrative
      Agent.

11.16 Replacement of Lenders.

      Under any circumstances set forth herein providing that the Company shall
have the right to replace a Lender as a party to this Agreement, the Company
may, upon notice to such Lender and the Administrative Agent, replace such
Lender by causing such Lender to assign its Commitment and outstanding Loans
(with the assignment fee to be paid by the Company in such instance) pursuant to
Section 11.07(b) to one or more other Lenders or Eligible Assignees procured by
the Company; provided, however, that if the Company elects to exercise such
right with respect to any Lender pursuant to Section 3.06(b), it shall be
obligated to replace all Lenders that have made similar requests for
compensation pursuant to Section 3.01 or 3.04. Upon the making of any such
assignment, (x) the Company shall pay in full any amounts payable pursuant to
Section 3.05 and (y) the Company shall provide appropriate assurances and
indemnities (which may include letters of credit) to the L/C Issuer and the
Swing Line Lender as each may reasonably require with respect to any continuing
obligation to fund participation interests in any L/C Obligations or any Swing
Line Loans then outstanding.

11.17 Governing Law.

      (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
the LAW OF THE STATE OF ILLINOIS APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE Agent AND
EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

      (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS
SITTING IN CHICAGO, ILLINOIS OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT
OF ILLINOIS (EASTERN DIVISION), AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING ANY OBJECTION TO THE

                                       89
<PAGE>

LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.
EACH PARTY HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.

11.18 Waiver of Right to Trial by Jury.

      EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY 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 TO
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

11.19 USA PATRIOT Act Notice.

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

11.20 Judgment Currency.

      If, for the purposes of obtaining judgment in any court, it is necessary
to convert a sum due hereunder or any other Loan Document in one currency into
another currency, the rate of exchange used shall be that at which in accordance
with normal banking procedures the Administrative Agent could purchase the first
currency with such other currency on the Business Day preceding that on which
final judgment is given. The obligation of the Borrowers in respect of any such
sum due from them to the Administrative Agent or the Lenders hereunder or under
the other Loan Documents shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the "Agreement
Currency"), be discharged only to the extent that on the Business Day following
receipt by the Administrative Agent of any sum adjudged to be so due in the
Judgment Currency, the Administrative Agent may in accordance with normal
banking procedures purchase the Agreement Currency with the Judgment Currency.
If the amount of the Agreement Currency so purchased is less than the sum
originally due to the Administrative Agent from the Borrowers in the Agreement
Currency, the Borrowers agree, as a separate obligation and notwithstanding any
such judgment, to indemnify the Administrative Agent or the Person to whom such
obligation was owing against such loss. If the amount of the Agreement Currency
so purchased is greater than the sum originally due to the Administrative Agent
in such currency, the Administrative Agent agrees to return the amount of any
excess to the Borrowers (or to any other Person who may be entitled thereto
under applicable law).

                                       90
<PAGE>

11.21    Concerning Joint and Several Liability of the Borrowers.

      (a) Each of the Borrowers is accepting joint and several liability
hereunder in consideration of the financial accommodation to be provided by the
Lenders under this Agreement, for the mutual benefit, directly and indirectly,
of each of the Borrowers and in consideration of the undertakings of each of the
Borrowers to accept joint and several liability for the obligations of each of
them.

      (b) Each of the Borrowers jointly and severally hereby irrevocably and
unconditionally accepts, not merely as a surety but also as a co-debtor, joint
and several liability with the other Borrowers with respect to the payment and
performance of all of the Obligations arising under this Agreement and the other
Loan Documents, it being the intention of the parties hereto that all the
Obligations shall be the joint and several obligations of each of the Borrowers
without preferences or distinction among them.

      (c) If and to the extent that a Borrower shall fail to make any payment
with respect to any of the obligations hereunder as and when due or to perform
any of such obligations in accordance with the terms thereof, then in each such
event, the other Borrowers will make such payment with respect to, or perform,
such obligation.

      (d) The obligations of each Borrower under the provisions of this Section
11.21 constitute full recourse obligations of such Borrower, enforceable against
it to the full extent of its properties and assets, irrespective of the
validity, regularity or enforceability of this Agreement or any other
circumstances whatsoever.

      (e) Except as otherwise expressly provided herein, each Borrower hereby
waives notice of acceptance of its joint and several liability, notice of
occurrence of any Default or Event of Default (except to the extent notice is
expressly required to be given pursuant to the terms of this Agreement), or of
any demand for any payment under this Agreement, notice of any action at any
time taken or omitted by the Administrative Agent or the Lenders under or in
respect of any of the Obligations hereunder, any requirement of diligence and,
generally, all demands, notices and other formalities of every kind in
connection with this Agreement. Each Borrower hereby assents to, and waives
notice of, any extension or postponement of the time for the payment of any of
the Obligations hereunder, the acceptance of any partial payment thereon, any
waiver, consent or other action or acquiescence by the Lenders at any time or
times in respect of any default by any Borrower in the performance or
satisfaction of any term, covenant, condition or provision of this Agreement,
any and all other indulgences whatsoever by the Lenders in respect of any of the
Obligations hereunder, and the taking, addition, substitution or release, in
whole or in part, at any time or times, of any security for any of such
Obligations or the addition, substitution or release, in whole or in part, of
any Borrower. Without limiting the generality of the foregoing, each Borrower
assents to any other action or delay in acting or any failure to act on the part
of the Administrative Agent or the Lenders, including, without limitation, any
failure strictly or diligently to assert any right or to pursue any remedy or to
comply fully with applicable laws or regulations thereunder which might, but for
the provisions of this Section 11.21, afford grounds for terminating,
discharging or relieving such Borrower, in whole or in part, from any of its
obligations under this Section 11.21, it being the intention of each Borrower
that, so long as any of the Obligations hereunder remain unsatisfied, the
obligations of such Borrower under this Section 11.21 shall not be discharged
except by performance and then only to the extent of such performance. The
obligations of each Borrower under this Section 11.21 shall not be diminished or
rendered unenforceable by any winding up, reorganization, arrangement,
liquidation, reconstruction or similar proceeding with respect to any
reconstruction or similar proceeding with respect to any Borrower or the
Lenders. The joint and several liability of the Borrowers hereunder shall
continue in full force and effect notwithstanding any absorption, merger,
amalgamation or any other

                                       91
<PAGE>

change whatsoever in the name, membership, constitution or place of formation of
any Borrower or the Lenders.

      (f) The provisions of this Section 11.21 are made for the benefit of the
Administrative Agent and the Lenders and their respective successors and
assigns, and may be enforced by any such Person from time to time against any of
the Borrowers as often as occasion therefore may arise and without requirement
on the part of any Lender first to marshal any of its claims or to exercise any
of its rights against any other Borrower or to exhaust any remedies available to
it against any other Borrower or to resort to any other source or means of
obtaining payment of any of the Obligations or to elect any other remedy. The
provisions of this Section 11.21 shall remain in effect until all the
Obligations hereunder shall have been paid in full or otherwise fully satisfied.
If at any time, any payment, or any part thereof, made in respect of any of the
Obligations, is rescinded or must otherwise be restored or returned by the
Lenders upon the insolvency, bankruptcy or reorganization of any of the
Borrowers, or otherwise, the provisions of this Section 11.21 will forthwith be
reinstated and in effect as though such payment had not been made.

      (g) Notwithstanding any provision to the contrary contained herein or in
any other of the Loan Documents or Swap Contracts or Treasury Management
Agreements, the obligations of each Borrower hereunder shall be limited to an
aggregate amount equal to the largest amount that would not render its
obligations hereunder subject to avoidance under Section 548 of the Bankruptcy
Code of the United States or any comparable provisions of any applicable Debtor
Relief Law.

11.22 Concerning Joint and Several Liability of the Borrowers.

      Each Loan Party agrees that all intercompany Indebtedness among Loan
Parties (the "Intercompany Debt") is subordinated in right of payment, to the
prior payment in full of all Obligations. Notwithstanding any provision of this
Agreement to the contrary, provided that no Event of Default has occurred and is
continuing, Loan Parties may make and receive payments with respect to the
Intercompany Debt to the extent otherwise permitted by this Agreement; provided,
that in the event of and during the continuation of any Event of Default, no
payment shall be made by or on behalf of any Loan Party on account of any
Intercompany Debt. In the event that any Loan Party receives any payment of any
Intercompany Debt at a time when such payment is prohibited by this Section
11.22 hereof, such payment shall be held by such Loan Party, in trust for the
benefit of, and shall be paid forthwith over and delivered, upon written
request, to, the Administrative Agent

                            [SIGNATURE PAGES FOLLOW]

                                       92
<PAGE>

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

BORROWERS:                          BRADY CORPORATION,
                                    a Wisconsin corporation

                                    By: /s/ Donald E. Rearic
                                       -----------------------------------------
                                    Name: Donald E. Rearic
                                    Title: Senior Vice President Corp.
                                           Finance, Treasurer &
                                           Assistant Secretary

                                    BRADY WORLDWIDE, INC.,
                                    a Wisconsin corporation

                                    By: /s/ Donald E. Rearic
                                       -----------------------------------------
                                    Name: Donald E. Rearic
                                    Title: Vice President - Finance &
                                           Treasurer

                                    TRICOR DIRECT, INC.,
                                    a Delaware corporation

                                    By: /s/ Donald E. Rearic
                                       -----------------------------------------
                                    Name: Donald E. Rearic
                                    Title: Vice President &
                                           Treasurer

GUARANTORS:                         BRADY INTERNATIONAL CO.
                                    a Wisconsin corporation

                                    By: /s/ Donald E. Rearic
                                       -----------------------------------------
                                    Name: Donald E. Rearic
                                    Title: Vice President - Finance &
                                           Treasurer

                                    BRADY INVESTMENT CO.
                                    a Nevada corporation

                                    By: /s/ Patrick Dorn
                                       -----------------------------------------
                                    Name: Patrick Dorn
                                    Title: President, Secretary & Treasurer

                                    WORLDMARK OF WISCONSIN, INC.
                                    a Delaware corporation

                                    By: /s/ Donald E. Rearic
                                       -----------------------------------------
                                    Name: Donald E. Rearic
                                    Title: Vice President, Treasurer &
                                           Assistant Secretary


CREDIT AGREEMENT
BRADY CORPORATION

<PAGE>

                                    PRINZING ENTERPRISES, INC.
                                    an Illinois corporation

                                    By: /s/ Donald E. Rearic
                                       -----------------------------------------
                                    Name: Donald E. Rearic
                                    Title: Vice President & Treasurer

                                    COVENTRY MANUFACTURING CO.
                                    a California corporation

                                    By: /s/ Donald E. Rearic
                                       -----------------------------------------
                                    Name: Donald E. Rearic
                                    Title: Vice President & Treasurer

                                    TISCOR, INC.
                                    a California corporation

                                    By: /s/ Donald E. Rearic
                                       -----------------------------------------
                                    Name: Donald E. Rearic
                                    Title: Vice President & Treasurer

CREDIT AGREEMENT
BRADY CORPORATION

<PAGE>

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

                                   By: /s/ David A. Johanson
                                      -----------------------------------------
                                   Name: David A. Johanson
                                   Title: Vice President

LENDERS:                           BANK OF AMERICA, N.A.,
                                   as a Lender, L/C Issuer and Swing Line Lender

                                   By: /s/ Mark R. Motuelle
                                      -----------------------------------------
                                   Name: Mark R. Motuelle
                                   Title: Vice President

CREDIT AGREEMENT
BRADY CORPORATION

<PAGE>

                                    HARRIS TRUST AND SAVINGS BANK,
                                    as a Lender

                                    By: /s/ Michael M. Fordney
                                       -----------------------------------------
                                    Name: Michael M. Fordney
                                    Title: Vice President

CREDIT AGREEMENT
BRADY CORPORATION

<PAGE>

                                    M &I MARSHALL & ILSLEY BANK,
                                    as a Lender

                                    By: /s/ Leo D. Freeman
                                       -----------------------------------------
                                    Name: Leo D. Freeman
                                    Title: Vice President

CREDIT AGREEMENT
BRADY CORPORATION

                                    By: /s/ Stephen F. Geimer
                                       -----------------------------------------
                                    Name: Stephen F. Geimer
                                    Title: Senior Vice President
<PAGE>

                                    PNC BANK, N.A.,
                                    as a Lender

                                    By: /s/ Sharon Geffel
                                       -----------------------------------------
                                    Name: Sharon Geffel
                                    Title: Vice President

CREDIT AGREEMENT
BRADY CORPORATION

<PAGE>

                                    WELLS FARGO BANK, N.A.,
                                    as a Lender

                                    By: /s/ Paul J. Hennessy
                                       -----------------------------------------
                                    Name: Paul J. Hennessy
                                    Title: Vice President

CREDIT AGREEMENT
BRADY CORPORATION