<PAGE>

                                                                    EXHIBIT 10.1

                      AMENDED AND RESTATED CREDIT AGREEMENT

                          DATED AS OF DECEMBER 23, 2003

                                      AMONG

                            PRA INTERNATIONAL, INC.,
                                  AS BORROWER,

                           THE LENDERS LISTED HEREIN,
                                   AS LENDERS,

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                            AS ADMINISTRATIVE AGENT,

                                       AND

                                   BNP PARIBAS
                                       AND
                             GE CAPITAL CORPORATION
                           AS CO-DOCUMENTATION AGENTS

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                              AS SYNDICATION AGENT

<PAGE>

                               TABLE OF CONTENTS

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<S>                                                                                                               <C>
SECTION 1.   DEFINITIONS...................................................................................        1

    1.1      Certain Defined Terms.........................................................................        1

    1.2      Accounting Terms; Utilization of GAAP for Purposes of Calculations
             Under Agreement...............................................................................       26

    1.3      Other Definitional Provisions and Rules of Construction.......................................       27

SECTION 2.   AMOUNTS AND TERMS OF COMMITMENTS AND LOANS....................................................       27

    2.1      Commitments; Making of Loans; the Register; Optional Notes....................................       27

    2.2      Interest on the Loans.........................................................................       34

    2.3      Fees..........................................................................................       39

    2.4      Repayments, Prepayments and Reductions in Revolving Loan
             Commitments; General Provisions Regarding Payments; Application of
             Proceeds of Collateral and Payments Under Guaranties..........................................       40

    2.5      Use of Proceeds...............................................................................       48

    2.6      Special Provisions Governing Eurodollar Rate Loans............................................       49

    2.7      Increased Costs; Taxes; Capital Adequacy......................................................       51

    2.8      Statement of Lenders; Obligation of Lenders and Issuing Lenders to Mitigate...................       55

    2.9      Replacement of a Lender.......................................................................       55

SECTION 3.   LETTERS OF CREDIT.............................................................................       56

    3.1      Issuance of Letters of Credit and Lenders' Purchase of Participations Therein.................       56

    3.2      Letter of Credit Fees.........................................................................       58

    3.3      Drawings and Reimbursement of Amounts Paid Under Letters of Credit............................       59

    3.4      Obligations Absolute..........................................................................       62

    3.5      Indemnification; Nature of Issuing Lenders' Duties............................................       63

SECTION 4.   CONDITIONS TO LOANS AND LETTERS OF CREDIT.....................................................       64

    4.1      Conditions to Term Loans and Initial Revolving Loans and Swing Line Loans.....................       64

    4.2      Conditions to All Loans.......................................................................       68

    4.3      Conditions to Letters of Credit...............................................................       68

SECTION 5.   COMPANY'S REPRESENTATIONS AND WARRANTIES......................................................       69

    5.1      Organization, Powers, Qualification, Good Standing, Business and Subsidiaries.................       69

    5.2      Authorization of Borrowing, etc...............................................................       70

    5.3      Financial Condition...........................................................................       70
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    5.4      No Material Adverse Change; No Restricted Junior Payments.....................................       71

    5.5      Title to Properties; Liens; Real Property; Intellectual Property..............................       71

    5.6      Litigation; Adverse Facts.....................................................................       72

    5.7      Payment of Taxes..............................................................................       72

    5.8      Performance of Agreements; Materially Adverse Agreements; Material Contracts..................       72

    5.9      Governmental Regulation.......................................................................       73

    5.10     Securities Activities.........................................................................       73

    5.11     Employee Benefit Plans........................................................................       73

    5.12     Certain Fees..................................................................................       74

    5.13     Environmental Protection......................................................................       74

    5.14     Employee Matters..............................................................................       75

    5.15     Solvency......................................................................................       75

    5.16     Matters Relating to Collateral................................................................       75

    5.17     Disclosure....................................................................................       76

    5.18     Subordinated Indebtedness.....................................................................       77

    5.19     Indebtedness Outstanding......................................................................       77

    5.20     Reporting to IRS..............................................................................       77

    5.21     Foreign Assets Control Regulations, etc.......................................................       77

SECTION 6.   COMPANY'S AFFIRMATIVE COVENANTS...............................................................       77

    6.1      Financial Statements and Other Reports........................................................       78

    6.2      Existence, etc................................................................................       82

    6.3      Payment of Taxes and Claims; Tax..............................................................       82

    6.4      Maintenance of Properties; Insurance; Application of Net Insurance/Condemnation Proceeds......       82

    6.5      Inspection Rights; Lender Meeting.............................................................       85

    6.6      Compliance with Laws, etc.....................................................................       85

    6.7      Environmental Matters.........................................................................       85

    6.8      Execution of Subsidiary Guaranty and Personal Property Collateral
             Documents After the Closing Date..............................................................       87

    6.9      Matters Relating to Real Property Collateral..................................................       88

    6.10     Interest Rate Protection......................................................................       89

    6.11     Deposit Accounts and Cash Management Systems..................................................       89
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    6.12     Collateral Access Agreements.................................................................         89

    6.13     Post Closing.................................................................................         90

SECTION 7.   COMPANY'S NEGATIVE COVENANTS.................................................................         90

    7.1      Indebtedness.................................................................................         90

    7.2      Liens and Related Matters....................................................................         92

    7.3      Investments; Acquisitions....................................................................         93

    7.4      Contingent Obligations.......................................................................         95

    7.5      Restricted Junior Payments...................................................................         95

    7.6      Financial Covenants..........................................................................         96

    7.7      Restriction on Fundamental Changes; Asset Sales..............................................         97

    7.8      Consolidated Capital Expenditures............................................................         98

    7.9      Transactions with Shareholders and Affiliates................................................         98

    7.10     Sales and Lease-Backs........................................................................         98

    7.11     Conduct of Business..........................................................................         99

    7.12     Amendments or Waivers of Certain Agreements, Documents;
             Amendments of Documents Relating to Subordinated Indebtedness................................         99

    7.13     Fiscal Year..................................................................................        100

    7.14     Management Fees..............................................................................        100

SECTION 8.   EVENTS OF DEFAULT............................................................................        100

    8.1      Failure to Make Payments When Due............................................................        100

    8.2      Default in Other Agreements..................................................................        100

    8.3      Breach of Certain Covenants..................................................................        101

    8.4      Breach of Warranty...........................................................................        101

    8.5      Other Defaults Under Loan Documents..........................................................        101

    8.6      Involuntary Bankruptcy; Appointment of Receiver, etc.........................................        101

    8.7      Voluntary Bankruptcy; Appointment of Receiver, etc...........................................        101

    8.8      Judgments and Attachments....................................................................        102

    8.9      Dissolution..................................................................................        102

    8.10     Employee Benefit Plans.......................................................................        102

    8.11     Material Adverse Effect......................................................................        102

    8.12     Change in Control............................................................................        102

    8.13     Invalidity of Guaranties; Failure of Security; Repudiation of Obligations....................        103

    8.14     Conduct of Business..........................................................................        103
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                                   (CONTINUED

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<S>                                                                                                               <C>
SECTION 9.   ADMINISTRATIVE AGENT.........................................................................        104

    9.1      Appointment..................................................................................        104

    9.2      Powers and Duties; General Immunity..........................................................        105

    9.3      Independent Investigation by Lenders; No Responsibility For Appraisal of Creditworthiness....        107

    9.4      Right to Indemnity...........................................................................        107

    9.5      Successor Administrative Agent and Swing Line Lender.........................................        107

    9.6      Collateral Documents and Guaranties..........................................................        108

    9.7      Duties of Other Agents.......................................................................        109

    9.8      Administrative Agent May File Proofs of Claim................................................        109

    9.9      Power of Attorney............................................................................        110

SECTION 10.  MISCELLANEOUS................................................................................        110

    10.1     Successors and Assigns; Assignments and Participations in Loans and Letters of Credit........        110

    10.2     Expenses.....................................................................................        113

    10.3     Indemnity....................................................................................        114

    10.4     Set-Off......................................................................................        115

    10.5     Ratable Sharing..............................................................................        116

    10.6     Amendments and Waivers.......................................................................        116

    10.7     Independence of Covenants....................................................................        118

    10.8     Notices; Effectiveness of Signatures.........................................................        118

    10.9     Survival of Representations, Warranties and Agreements.......................................        118

    10.10    Failure or Indulgence Not Waiver; Remedies Cumulative........................................        119

    10.11    Marshalling; Payments Set Aside..............................................................        119

    10.12    Severability.................................................................................        119

    10.13    Obligations Several; Independent Nature of Lenders' Rights...................................        119

    10.14    Release of Security Interest or Guaranty.....................................................        119

    10.15    Headings.....................................................................................        120

    10.16    Applicable Law...............................................................................        120

    10.17    Construction of Agreement; Nature of Relationship............................................        120

    10.18    Consent to Jurisdiction and Service of Process...............................................        120

    10.19    Waiver of Jury Trial.........................................................................        121

    10.20    Confidentiality..............................................................................        122
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                                   (CONTINUED

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10.21    Counterparts; Effectiveness..................................................................        123
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                                       v

<PAGE>

                                    EXHIBITS

I     FORM OF NOTICE OF BORROWING

II    FORM OF NOTICE OF CONVERSION/CONTINUATION

III   FORM OF REQUEST FOR ISSUANCE

IV    FORM OF TRANCHE A TERM NOTE

V     FORM OF TRANCHE B TERM NOTE

VI    FORM OF REVOLVING NOTE

VII   FORM OF SWING LINE NOTE

VIII  FORM OF COMPLIANCE CERTIFICATE

IX    FORM OF OPINION OF COMPANY COUNSEL

X     FORM OF OPINION OF O'MELVENY & MYERS LLP

XI    FORM OF ASSIGNMENT AGREEMENT

XII   FORM OF FINANCIAL CONDITION CERTIFICATE

XIII  FORM OF SUBSIDIARY GUARANTY

XIV   FORM OF SECURITY AGREEMENT

XV    FORM OF HOLDINGS GUARANTY

XVI   FORM OF HOLDINGS PLEDGE AGREEMENT

XVII  FORM OF COLLATERAL ACCESS AGREEMENT

XVIII FORM OF CLOSING DATE COMPLIANCE CERTIFICATE

<PAGE>

                                    SCHEDULES

2.1    LENDERS' COMMITMENTS AND PRO RATA SHARES

3.1(a) LETTERS OF CREDIT

3.1(b) EXISTING LETTERS OF CREDIT

4.1I   GOVERNMENT AUTHORIZATIONS

5.1    SUBSIDIARIES OF COMPANY

5.2    CONSENTS

5.5B   REAL PROPERTY

5.5C   INTELLECTUAL PROPERTY

5.6    LITIGATION

5.8    MATERIAL CONTRACTS

5.11   CERTAIN EMPLOYEE BENEFIT PLANS

5.13   ENVIRONMENTAL MATTERS

5.19   INDEBTEDNESS

7.1    EXISTING INDEBTEDNESS

7.2    EXISTING LIENS

<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

            This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of December
23, 2003 and entered into by and among PRA INTERNATIONAL, INC., a Delaware
corporation ("COMPANY"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE
PAGES HEREOF (each individually referred to herein as a "LENDER" and
collectively as "LENDERS"), BNP PARIBAS and GE CAPITAL CORPORATION, as
Co-Documentation Agents (in such capacity "CO-DOCUMENTATION AGENTS"), WACHOVIA
BANK, NATIONAL ASSOCIATION, as a Co-Lead Arranger and as Syndication Agent (in
such capacity "SYNDICATION AGENT"), and WELLS FARGO BANK, NATIONAL ASSOCIATION
("WELLS FARGO"), as a Co-Lead Arranger and as administrative agent for Lenders
(in such capacity, "ADMINISTRATIVE AGENT").

                                    RECITALS

            WHEREAS, Company, certain lenders and Wells Fargo as administrative
agent, are parties to a certain Credit Agreement dated as of June 28, 2001, as
amended by that certain First Amendment to Credit Agreement and Limited Consent
dated as of June 19, 2002 (the "ORIGINAL CREDIT AGREEMENT");

            WHEREAS, Lenders, at the request of Company, have agreed to amend
and restate the Original Credit Agreement in its entirety and extend certain
additional credit facilities to Company, the proceeds of which will be used for
the purposes permitted hereunder;

            WHEREAS, Company desires to continue to secure all of the
Obligations hereunder and under the other Loan Documents by a first priority
Lien on substantially all of its real, personal and mixed property, including a
pledge of all of the capital stock of each of its Domestic Subsidiaries and 65%
of the capital stock of each of its Foreign Subsidiaries, granted to
Administrative Agent, on behalf of Lenders; and

            WHEREAS, Holdings and all of the Domestic Subsidiaries of Holdings
desire to continue to guarantee the Obligations hereunder and under the other
Loan Documents and to continue to secure their guaranties by a first priority
Lien on substantially all of their respective real, personal and mixed property,
including a pledge of all of the capital stock of each of their respective
Domestic Subsidiaries and 65% of the capital stock of each of their respective
Foreign Subsidiaries, granted to Administrative Agent, on behalf of Lenders;

            NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Company, Lenders and Administrative
Agent agree that the Original Credit Agreement is hereby amended and restated,
and agree as follows:

SECTION 1. DEFINITIONS

      1.1   CERTAIN DEFINED TERMS.

      The following terms used in this Agreement shall have the following
meanings:

<PAGE>

            "ADMINISTRATIVE AGENT" has the meaning assigned to that term in the
introduction to this Agreement and also means and includes any successor
Administrative Agent appointed pursuant to subsection 9.5A.

            "AFFECTED LENDER" has the meaning assigned to that term in
subsection 2.6C.

            "AFFECTED LOANS" has the meaning assigned to that term in subsection
2.6C.

            "AFFILIATE", as applied to any Person, means any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or
by contract or otherwise. Notwithstanding the foregoing, in no event shall Wells
Fargo be deemed an Affiliate of any Loan Party for purposes of this Agreement.

            "AGENTS" means Administrative Agent, Syndication Agent,
Co-Documentation Agents and Co-Lead Arrangers.

            "AGREEMENT" means this Amended and Restated Credit Agreement dated
as of December 23, 2003, as it may be amended, supplemented or otherwise
modified from time to time.

            "APPROVED FUND" means a Fund that is administered or managed by (i)
a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an
entity that administers or manages a Lender.

            "ASSET SALE" means the sale by Company or any of its Subsidiaries to
any Person other than Company or any of its wholly-owned Subsidiaries of (i) any
of the stock of any of Company's Subsidiaries, (ii) substantially all of the
assets of any division or line of business of Company or any of its
Subsidiaries, or (iii) any other assets (whether tangible or intangible) of
Company or any of its Subsidiaries (other than (a) inventory sold in the
ordinary course of business, (b) subleases of Real Property Assets, and (c) any
such other assets to the extent that the aggregate value of such assets sold in
any single transaction or related series of transactions is equal to $100,000 or
less).

            "ASSIGNMENT AGREEMENT" means an Assignment Agreement in
substantially the form of Exhibit XI annexed hereto.

            "BANKRUPTCY CODE" means Title 11 of the United States Code entitled
"Bankruptcy", as now and hereafter in effect, or any successor statute.

            "BASE RATE" means, at any time, the higher of (i) the Prime Rate or
(ii) the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate.

            "BASE RATE LOANS" means Loans bearing interest at rates determined
by reference to the Base Rate as provided in subsection 2.2A.

                                       2

<PAGE>

            "BASE RATE MARGIN" means the margin over the Base Rate used in
determining the rate of interest of Base Rate Loans pursuant to subsection 2.2A.

            "BUSINESS DAY" means (i) for all purposes other than as covered by
clause (ii) below, any day excluding Saturday, Sunday and any day which is a
legal holiday under the laws of the State of California or Virginia or is a day
on which banking institutions located in either such state are authorized or
required by law or other governmental action to close, and (ii) with respect to
all notices, determinations, fundings and payments in connection with the
Eurodollar Rate or any Eurodollar Rate Loans, any day that is a Business Day
described in clause (i) above and that is also a day for trading by and between
banks in Dollar deposits in the London interbank market.

            "CALL CO" means 3065613 Nova Scotia Company, a company organized
under the laws of Nova Scotia, Canada.

            "CAPITAL LEASE", as applied to any Person, means any lease of any
property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that Person.

            "CAPITAL STOCK" means the capital stock or other equity interests of
a Person.

            "CASH" means money, currency or a credit balance in a Deposit
Account.

            "CASH EQUIVALENTS" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the government of the United States or one of the
Designated Countries or (b) issued by any agency of the United States or one of
the Designated Countries the obligations of which are backed by the full faith
and credit of the United States or such Designated Country, as the case may be,
in each case maturing within one year after such date; (ii) marketable direct
obligations issued by any state of the United States or any political
subdivision of any such state or any public instrumentality thereof, in each
case maturing within one year after such date and having, at the time of the
acquisition thereof, one of the two highest ratings obtainable from either
Standard & Poor's ("S&P") or Moody's Investors Service, Inc. ("MOODY'S"); (iii)
commercial paper maturing no more than one year from the date of creation
thereof and either issued by a Lender (or an Affiliate of a Lender) or having,
at the time of the acquisition thereof, a rating of at least A-1 from S&P or at
least P-1 from Moody's; (iv) certificates of deposit or bankers' acceptances
maturing within one year after such date and issued or accepted by any Lender or
by any commercial bank organized under the laws of the United States or any
state thereof or the District of Columbia that (a) is at least "adequately
capitalized" (as defined in the regulations of its primary Federal banking
regulator) and (b) has Tier 1 capital (as defined in such regulations) of not
less than $100,000,000; and (v) shares of any money market mutual fund that (a)
has at least 95% of its assets invested continuously in the types of investments
referred to in clauses (i) and (ii) above, (b) has net assets of not less than
$500,000,000, and (c) has the highest rating obtainable from either S&P or
Moody's.

            "CHANGE IN CONTROL" means any of the following: (i) at any time
prior to the Initial Public Offering, (a) Genstar Capital and its Affiliates
shall cease to beneficially own and

                                       3

<PAGE>

control at least a majority of the issued and outstanding shares of capital
stock of Holdings or (b) the failure of Genstar Capital and its Affiliates to
have the ability to elect at least 50% of the Governing Body of Holdings; (ii)
at any time following the Initial Public Offering, (a) Genstar Capital and its
Affiliates shall cease to beneficially own and control at least 35% of the
issued and outstanding shares of capital stock of Holdings, (b) the failure of
Genstar Capital and its Affiliates to have the ability to elect at least 50% of
the Governing Body of Holdings, or (c) Genstar Capital and its Affiliates shall
cease to own, directly or indirectly, a greater percentage, on a fully diluted
basis, of the issued and outstanding shares of capital stock of Holdings
entitled (without regard to the occurrence of any contingency) to vote for the
election of members of the Governing Body of Holdings than the percentage of
such stock beneficially owned by any other Person whether singly or in concert
with one or more such other Persons; and (iii) the failure at any time of
Holdings to legally and beneficially own and control, directly or indirectly,
100% of the issued and outstanding shares of capital stock of Company or the
failure at any time of Holdings to have the ability to elect all of the
Governing Body of Company. As used herein, the term "beneficially own" or
"beneficial ownership" shall have the meaning set forth in the Exchange Act and
the rules and regulations promulgated thereunder.

            "CLASS", as applied to Lenders, means each of the following three
classes of Lenders: (i) Lenders having Revolving Loan Exposure, (ii) Lenders
having Tranche A Term Loan Exposure and (iii) Lenders having Tranche B Term Loan
Exposure.

            "CLOSING DATE" means the date on which the additional Term Loans to
be made hereunder are made.

            "CLOSING DATE COMPLIANCE CERTIFICATE" means a certificate
substantially in the form of Exhibit XVIII annexed hereto.

            "CO-DOCUMENTATION AGENTS" has the meaning assigned to that term in

the introduction to this Agreement.

            "CO-LEAD ARRANGERS" means Wells Fargo Bank, National Association and
Wachovia Bank, National Association.

            "COLLATERAL" means, collectively, all of the real, personal and
mixed property (including Capital Stock) in which Liens are purported to be
granted pursuant to the Collateral Documents as security for the Obligations.

            "COLLATERAL ACCESS AGREEMENT" means any landlord waiver, mortgagee
waiver, bailee letter or similar acknowledgement or agreement of any landlord or
mortgagee in respect of any Real Property Asset where any Collateral is located
or any warehouseman or processor in possession of any inventory of any Loan
Party, substantially in the form of Exhibit XVII annexed hereto with such
changes thereto as may be agreed to by Administrative Agent in the reasonable
exercise of its discretion.

            "COLLATERAL ACCOUNT" has the meaning assigned to that term in the
Security Agreement.

                                       4

<PAGE>

            "COLLATERAL DOCUMENTS" means the Holdings Pledge Agreement, the
Security Agreement, the Foreign Pledge Agreements, the Mortgages, the Control
Agreements and all other instruments or documents delivered by any Loan Party
pursuant to this Agreement or any of the other Loan Documents in order to grant
to Administrative Agent, on behalf of Lenders, a Lien on any property of that
Loan Party as security for the Obligations.

            "COMMITMENTS" means the commitments of Lenders to make Loans as set
forth in subsection 2.1A.

            "COMPANY" has the meaning assigned to that term in the introduction
to this Agreement.

            "COMPETITOR" means any Person that is a contract research
organization or performs or provides clinical drug or pharmaceutical development
services to or for any other Person on a contract or outsourced basis.

            "COMPLIANCE CERTIFICATE" means a certificate substantially in the
form of Exhibit VIII annexed hereto.

            "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the sum
of the aggregate of all expenditures (whether paid in cash or other
consideration or accrued as a liability and including that portion of Capital
Leases which is capitalized on the consolidated balance sheet of Company and its
Subsidiaries) by Company and its Subsidiaries during that period that, in
conformity with GAAP, are included in "additions to property, plant or
equipment" or comparable items reflected in the consolidated statement of cash
flows of Company and its Subsidiaries. For purposes of this definition, the
purchase price of equipment that is purchased simultaneously with the trade-in
of existing equipment or with insurance proceeds shall be included in
Consolidated Capital Expenditures only to the extent of the gross amount of such
purchase price less the credit granted by the seller of such equipment for the
equipment being traded in at such time or the amount of such proceeds, as the
case may be.

            "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period,
Consolidated Interest Expense for such period excluding, however, any interest
expense not payable in Cash (including amortization of discount and amortization
of debt issuance costs).

            "CONSOLIDATED EBITDA" means, for any period, the sum, without
duplication, of the amounts for such period of (i) Consolidated Net Income, (ii)
Consolidated Interest Expense, (iii) provisions for taxes based on income, (iv)
total depreciation expense, (v) total amortization expense, (vi) up to an
aggregate maximum for all periods of $3,100,000 in non-recurring severance and
integration costs incurred during the period beginning on June, 19, 2002 and
ending on March 31, 2003 in connection with the CroMedica Acquisition, (vii) up
to a maximum for all periods of $1,479,000 in non-recurring costs related to the
closure of the Cambridge, England office incurred prior to December 31, 2003,
and (viii) up to an aggregate maximum for all periods of $5,975,000 in respect
of bonuses to holders of vested and unvested employee stock but only, in the
case of clauses (ii)-(viii), to the extent deducted in the calculation of
Consolidated Net Income, all of the foregoing as determined on a consolidated
basis for Company and its Subsidiaries in conformity with GAAP.

                                       5

<PAGE>

            "CONSOLIDATED EXCESS CASH FLOW" means, for any period, an amount (if
positive) equal to (i) the sum, without duplication, of the amounts for such
period of Consolidated EBITDA minus (ii) the sum, without duplication, of the
amounts for such period of (a) scheduled repayments of Consolidated Total Debt
(excluding repayments of Revolving Loans except to the extent the Revolving Loan
Commitments are permanently reduced in connection with such repayments), (b)
Consolidated Capital Expenditures (net of any proceeds of any related financings
with respect to such expenditures), (c) Consolidated Cash Interest Expense, and
(d) the provision for current taxes based on income of Company and its
Subsidiaries and payable in cash with respect to such period.

            "CONSOLIDATED FIXED CHARGES" means, for any period, the sum (without
duplication) of the amounts for such period of (i) Consolidated Cash Interest
Expense, (ii) scheduled principal payments in respect of Consolidated Total
Debt, and (iii) provisions for taxes based on income of Company and its
Subsidiaries, all of the foregoing as determined on a consolidated basis for
Company and its Subsidiaries in conformity with GAAP.

            "CONSOLIDATED INTEREST EXPENSE" means, for any period, total
interest expense (including that portion attributable to Capital Leases and
capitalized interest) of Company and its Subsidiaries as determined on a
consolidated basis in accordance with GAAP with respect to all outstanding
Indebtedness of Company and its Subsidiaries, including all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing and net costs under Interest Rate Agreements, but
excluding, however, any amounts referred to in subsection 2.3 payable to
Administrative Agent and Lenders on or before the Closing Date.

            "CONSOLIDATED LEVERAGE RATIO" means, as of the last day of any
Fiscal Quarter, the ratio of (i) Consolidated Total Debt as at such day to (ii)
Consolidated EBITDA for the consecutive four Fiscal Quarters ending on such day.

            "CONSOLIDATED NET INCOME" means, for any period, the net income (or
loss) of Company and its Subsidiaries on a consolidated basis for such period
taken as a single accounting period determined in conformity with GAAP; provided
that there shall be excluded (i) the income (or loss) of any Person (other than
a Subsidiary of Company) in which any other Person (other than Company or any of
its Subsidiaries) has a joint interest, except to the extent of the amount of
dividends or other distributions actually paid to Company or any of its
Subsidiaries by such Person during such period, (ii) the income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary of Company or is merged
into or consolidated with Company or any of its Subsidiaries or that Person's
assets are acquired by Company or any of its Subsidiaries, (iii) the income of
any Subsidiary of Company to the extent that the declaration or payment of
dividends or similar distributions by that Subsidiary of that income is not at
the time permitted by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Subsidiary, (iv) any after-tax gains or losses attributable
to asset sales or returned surplus assets of any Pension Plan, and (v) (to the
extent not included in clauses (i) through (iv) above) any net extraordinary
gains or net non-cash extraordinary losses.

                                       6

<PAGE>

            "CONSOLIDATED SENIOR DEBT" means, as at any date of determination,
the aggregate stated balance sheet amount of all Indebtedness of Company and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP, other
than Subordinated Indebtedness.

            "CONSOLIDATED SENIOR LEVERAGE RATIO" means, as of the last day of
any Fiscal Quarter, the ratio of (i) Consolidated Senior Debt as at such day to
(ii) Consolidated EBITDA for the consecutive four Fiscal Quarters ending on such
day.

            "CONSOLIDATED TOTAL DEBT" means, as at any date of determination,
the aggregate stated balance sheet amount of all Indebtedness of Company and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP.

            "CONTINGENT OBLIGATION", as applied to any Person, means any direct
or indirect liability, contingent or otherwise, of that Person (i) with respect
to any Indebtedness, lease, dividend or other obligation of any other Person if
the primary purpose or intent thereof by the Person incurring the Contingent
Obligation is to provide assurance to the obligee of such obligation of such
other Person that such obligation will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such
obligation will be protected (in whole or in part) against loss in respect
thereof, (ii) with respect to any letter of credit issued for the account of
that Person or as to which that Person is otherwise liable for reimbursement of
drawings, or (iii) under Hedge Agreements. Contingent Obligations shall include
(a) the direct or indirect guaranty, endorsement (other than for collection or
deposit in the ordinary course of business), co-making, discounting with
recourse or sale with recourse by such Person of the obligation of any other
Person, (b) the obligation to make take-or-pay or similar payments if required
regardless of non-performance by any other party or parties to an agreement, and
(c) any liability of such Person for the obligation of any other Person through
any agreement (contingent or otherwise) (1) to purchase, repurchase or otherwise
acquire such obligation or any security therefor, or to provide funds for the
payment or discharge of such obligation (whether in the form of loans, advances,
stock purchases, capital contributions or otherwise) or (2) to maintain the
solvency or any balance sheet item, level of income or financial condition of
any other Person if, in the case of any agreement described under subclauses (1)
or (2) of this sentence, the primary purpose or intent thereof is as described
in the preceding sentence. The amount of any Contingent Obligation shall be
equal to the amount of the obligation so guaranteed or otherwise supported or,
if less, the amount to which such Contingent Obligation is specifically limited.

            "CONTRACTUAL OBLIGATION", as applied to any Person, means any
provision of any Security issued by that Person or of any material indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument to
which that Person is a party or by which it or any of its properties is bound or
to which it or any of its properties is subject.

            "CONTROL AGREEMENT" means an agreement, satisfactory in form and
substance to Administrative Agent and executed by the financial institution or
securities intermediary at which Company maintains a Deposit Account or a
Securities Account, as the case may be, pursuant to which such financial
institution or securities intermediary confirms and acknowledges Administrative
Agent's security interest in such account, and agrees that the

                                       7

<PAGE>

financial institution or securities intermediary, as the case may be, will
comply with instructions originated by Administrative Agent as to disposition of
funds in such account, without further consent by Company or any Subsidiary.

            "CROMEDICA" means CroMedica International, Inc., a company organized
under the laws of Canada.

            "CROMEDICA ACQUISITION" means Company's acquisition of CroMedica in
accordance with the terms described in the CroMedica Share Purchase Agreement.

            "CROMEDICA SHARE PURCHASE AGREEMENT" means that certain Share
Purchase Agreement, dated as of May 14, 2002, by and among Holdings, 4063988
Canada Inc., CroMedica, Eric Mohr, Shelley Mohr, Ken Newport, Christine Newport,
4059409 Canada Inc., 4059417 Canada Inc., Trilass Incorporated, as trustee for
Bay Real International Limited, Trilass Incorporated as trustee for Jeanette
Allan, the Sellers (as defined therein) and Eric Mohr as the Sellers'
Representative, in the form executed as of May 14, 2002 and delivered to
Administrative Agent prior to June 19, 2002, and as such agreement may be
amended from time to time thereafter to the extent permitted under subsection
7.12A.

            "CURRENCY AGREEMENT" means any foreign exchange contract, currency
swap agreement, futures contract, option contract, synthetic cap or other
similar agreement or arrangement to which Company or any of its Subsidiaries is
a party.

            "DEPOSIT ACCOUNT" means a demand, time, savings, passbook or similar
account maintained with a Person engaged in the business of banking, including a
savings bank, savings and loan association, credit union or trust company.

            "DESIGNATED COUNTRIES" means Australia, Belgium, Canada, England,
France, Germany, South Africa, Spain and Wales.

            "DOLLARS" and the sign "$" mean the lawful money of the United
States.

            "DOMESTIC SUBSIDIARY" means any Subsidiary of Company that is
incorporated or organized under the laws of the United States, any state thereof
or in the District of Columbia.

            "ELIGIBLE ASSIGNEE" means (i) any Lender, any Affiliate of any
Lender and any Approved Fund of any Lender; and (ii) (a) a commercial bank
organized under the laws of the United States or any state thereof; (b) a
savings and loan association or savings bank organized under the laws of the
United States or any state thereof; (c) a commercial bank organized under the
laws of any other country or a political subdivision thereof; provided that (1)
such bank is acting through a branch or agency located in the United States or
(2) such bank is organized under the laws of a country that is a member of the
Organization for Economic Cooperation and Development or a political subdivision
of such country; and (d) any other entity that is an "accredited investor" (as
defined in Regulation D under the Securities Act) that extends credit or buys
loans as one of its businesses including insurance companies, mutual funds and
lease financing companies; provided further that neither Company, any Affiliate
of Company nor any Competitor shall be an Eligible Assignee.

                                       8

<PAGE>

            "EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" as defined
in Section 3(3) of ERISA which is or was maintained or contributed to by
Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates.

            "ENVIRONMENTAL CLAIM" means any investigation, notice, notice of
violation, claim, action, suit, proceeding, demand, abatement order or other
order or directive (conditional or otherwise), by any Government Authority or
any other Person, arising (i) pursuant to or in connection with any actual or
alleged violation of any Environmental Law, (ii) in connection with any
Hazardous Materials or any actual or alleged Hazardous Materials Activity, or
(iii) in connection with any actual or alleged damage, injury, threat or harm to
health, safety, natural resources or the environment.

            "ENVIRONMENTAL LAWS" means any and all current or future statutes,
ordinances, orders, rules, regulations, guidance documents, judgments,
Governmental Authorizations, or any other requirements of any Government
Authority relating to (i) environmental matters, including those relating to any
Hazardous Materials Activity, (ii) the generation, use, storage, transportation
or disposal of Hazardous Materials, or (iii) occupational safety and health,
industrial hygiene, land use or the protection of human, plant or animal health
or welfare, in any manner applicable to Company or any of its Subsidiaries or
any Facility.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and any successor thereto.

            "ERISA AFFILIATE", as applied to any Person, means (i) any
corporation that is a member of a controlled group of corporations within the
meaning of Section 414(b) of the Internal Revenue Code of which that Person is a
member; (ii) any trade or business (whether or not incorporated) that is a
member of a group of trades or businesses under common control within the
meaning of Section 414(c) of the Internal Revenue Code of which that Person is a
member; and (iii) solely for purposes of potential liability under Section
302(c)(11) of ERISA and Section 412(c)(11) of the Internal Revenue Code and the
Lien created under Section 302(f) of ERISA and Section 412(n) of the Internal
Revenue Code and other applicable provisions of the Internal Revenue Code, any
member of an affiliated service group within the meaning of Section 414(m) or
(o) of the Internal Revenue Code of which that Person, any corporation described
in clause (i) above or any trade or business described in clause (ii) above is a
member. Any former ERISA Affiliate of a Person or any of its Subsidiaries shall
continue to be considered an ERISA Affiliate of such Person or such Subsidiary
within the meaning of this definition with respect to the period such entity was
an ERISA Affiliate of such Person or such Subsidiary and with respect to
liabilities arising after such period for which such Person or such Subsidiary
could be liable under the Internal Revenue Code or ERISA.

            "ERISA EVENT" means (i) a "reportable event" within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any
Pension Plan (excluding those for which the provision for 30-day notice to the
PBGC has been waived by regulation); (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code with respect to any
Pension Plan (whether or not waived in accordance with Section 412(d) of the
Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to
any Pension Plan

                                       9

<PAGE>

or the failure to make any required contribution to a Multiemployer Plan or
Foreign Pension Plan; (iii) the provision by the administrator of any Pension
Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate
such plan in a distress termination described in Section 4041(c) of ERISA; (iv)
the withdrawal by Holdings, any of its Subsidiaries or any of their respective
ERISA Affiliates from any Pension Plan with two or more contributing sponsors or
the termination of any such Pension Plan resulting in liability pursuant to
Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to
terminate any Pension Plan, or the occurrence of any event or condition which
might constitute grounds under ERISA for the termination of, or the appointment
of a trustee to administer, any Pension Plan; (vi) the imposition of liability
on Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates
pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of
Section 4212(c) of ERISA; (vii) the withdrawal of Holdings, any of its
Subsidiaries or any of their respective ERISA Affiliates in a complete or
partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from
any Multiemployer Plan if there is any potential liability therefor, or the
receipt by Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates of notice from any Multiemployer Plan that it is in reorganization or
insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to
terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the
assertion of a material claim (other than routine claims for benefits) against
any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof,
or against Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates in connection with any Employee Benefit Plan or Foreign Pension Plan;
(ix) receipt from the Internal Revenue Service of notice of the failure of any
Pension Plan (or any other Employee Benefit Plan intended to be qualified under
Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of
the Internal Revenue Code, or the failure of any trust forming part of any
Pension Plan to qualify for exemption from taxation under Section 501(a) of the
Internal Revenue Code; or (x) the imposition of a Lien pursuant to Section
401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with
respect to any Pension Plan.

            "EURODOLLAR RATE" means, for any Interest Rate Determination Date
with respect to an Interest Period for a Eurodollar Rate Loan, the rate per
annum obtained by dividing (i) (A) the rate per annum (rounded upward to the
nearest 1/16 of one percent) that appears on the Moneyline (Telerate) page 3750
(or such other comparable page as may, in the opinion of Administrative Agent,
replace such page for the purpose of displaying such rate) as the interbank
offered rate for Dollar deposits with maturities comparable to such Interest
Period as of approximately 11:00 a.m. (London time) on such Interest Rate
Determination Date or (B) if such rate is not available at such time for any
reason, the arithmetic average (rounded upward to the nearest 1/16 of one
percent) of the offered quotations, if any, to first class banks in the
interbank Eurodollar market by Wells Fargo for Dollar deposits of amounts in
same day funds comparable to the principal amount of the Eurodollar Rate Loan of
Wells Fargo for which the Eurodollar Rate is then being determined with
maturities comparable to such Interest Period as of approximately 11:00 A.M.
(New York time) on such Interest Rate Determination Date by (ii) a percentage
equal to 100% minus the stated maximum rate of all reserve requirements
(including any marginal, emergency, supplemental, special or other reserves)
applicable on such Interest Rate Determination Date to any member bank of the
Federal Reserve System in respect of "Eurocurrency liabilities" as defined in
Regulation D (or any successor category of liabilities under Regulation D).

                                       10

<PAGE>

            "EURODOLLAR RATE LOANS" means Loans bearing interest at rates
determined by reference to the Eurodollar Rate as provided in subsection 2.2A.

            "EURODOLLAR RATE MARGIN" means the margin over the Eurodollar Rate
used in determining the rate of interest of Eurodollar Rate Loans pursuant to
subsection 2.2A.

            "EVENT OF DEFAULT" means each of the events set forth in Section 8.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor statute.

            "EXCHANGE AND SUPPORT AGREEMENT" means that certain Exchange and
Support Agreement executed by and among Holdings, 4063988 Canada Inc., 3065613
Nova Scotia Company and the Persons who hold Exchangeable Shares identified
therein, in the form attached as Exhibit C to the CroMedica Share Purchase
Agreement, and as such agreement may be amended from time to time thereafter to
the extent permitted under subsection 7.12A.

            "EXCHANGE RATE" means, on any date when an amount expressed in a
currency other than Dollars is to be determined with respect to any Letter of
Credit, the nominal rate of exchange of the applicable Issuing Lender in the New
York foreign exchange market for the purchase by the applicable Issuing Lender
(by cable transfer) of such currency in exchange for Dollars at 12:00 noon (New
York time) one Business Day prior to such date, expressed as a number of units
of such currency per one Dollar.

            "EXCHANGEABLE SHARES" means the securities of 4063988 Canada Inc.
exchangeable for Holdings Common Stock upon the terms and conditions provided in
the Provisions Attaching to the Exchangeable Shares of 4063988 Canada Inc., in
the form attached as Exhibit A to the CroMedica Share Purchase Agreement, and as
such Provisions Attaching to the Exchangeable Shares may be amended from time to
time thereafter to the extent permitted under subsection 7.12A.

            "FACILITIES" means any and all real property (including all
buildings, fixtures or other improvements located thereon) now, hereafter or
heretofore owned, leased, operated or used by Company or any of its Subsidiaries
or any of their respective predecessors or Affiliates.

            "FEDERAL FUNDS EFFECTIVE RATE" means, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by Administrative Agent from three Federal funds brokers
of recognized standing selected by Administrative Agent.

            "FINANCIAL PLAN" has the meaning assigned to that term in subsection
6.1(xii).

            "FIRST PRIORITY" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that (i) such
Lien is perfected and has priority

                                       11

<PAGE>

over any other Lien on such Collateral (other than Liens permitted pursuant to
subsection 7.2A(i)) and (ii) such Lien is the only Lien (other than Liens
permitted pursuant to subsection 7.2) to which such Collateral is subject.

            "FISCAL QUARTER" means a fiscal quarter of Company and its
Subsidiaries ending on March 31, June 30, September 30 or December 31 of each
calendar year.

            "FISCAL YEAR" means the fiscal year of Company and its Subsidiaries
ending on December 31 of each calendar year. For purposes of this Agreement, any
particular Fiscal Year shall be designated by reference to the calendar year in
which such Fiscal Year ends.

            "FLOOD HAZARD PROPERTY" means a Mortgaged Property located in an
area designated by the Federal Emergency Management Agency as having special
flood or mud slide hazards.

            "FOREIGN PENSION PLAN" means any plan, scheme, fund or other similar
program established, maintained or contributed to outside the United States by
Company or any one or more of its Subsidiaries primarily for the benefit of
employees of Company or such Subsidiaries residing or working outside the United
States, which plan, fund or other similar program provides, or results in,
retirement income, a deferral of income in contemplation of retirement or
payments to be made upon termination of employment, and which plan is not
subject to ERISA or the Internal Revenue Code.

            "FOREIGN PLEDGE AGREEMENT" means each pledge agreement or similar
instrument governed by the laws of a country other than the United States,
executed in connection with the Original Credit Agreement or from time to time
thereafter in accordance with subsection 6.8 or 6.13 by Company or any Domestic
Subsidiary that owns capital stock of one or more Foreign Subsidiaries organized
in such country, in form and substance satisfactory to Administrative Agent, as
such Foreign Pledge Agreement may be amended, supplemented or otherwise modified
from time to time.

            "FOREIGN SUBSIDIARY" means any Subsidiary of Company that is not a
Domestic Subsidiary.

            "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.

            "FUNDING AND PAYMENT OFFICE" means (i) the office of Administrative
Agent and Swing Line Lender located at Wells Fargo Bank, National Association,
Agency Department, 201 3rd Street, 8th Floor, San Francisco, CA 94103 or (ii)
such other office of Administrative Agent and Swing Line Lender as may from time
to time hereafter be designated as such in a written notice delivered by
Administrative Agent and Swing Line Lender to Company and each Lender at least
ten days prior to the applicable funding or payment date.

            "FUNDING DATE" means the date of the funding of a Loan.

                                       12

<PAGE>

            "GAAP" means, subject to the limitations on the application thereof
set forth in subsection 1.2, generally accepted accounting principles as applied
in the United States and as set forth in opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession, in each case as
the same are applicable to the circumstances as of the date of determination.

            "GENSTAR CAPITAL" means Genstar Capital Partners III, L.P., a
Delaware limited partnership, and Stargen III, L.P., a Delaware limited
partnership.

            "GOVERNING BODY" means the board of directors or other body having
the power to direct or cause the direction of the management and policies of a
Person that is a corporation, partnership, trust or limited liability company.

            "GOVERNMENT AUTHORITY" means any political subdivision or department
thereof, any other governmental or regulatory body, commission, central bank,
board, bureau, organ or instrumentality or any court, in each case whether
federal, state, local or foreign.

            "GOVERNMENTAL AUTHORIZATION" means any permit, license,
registration, authorization, plan, directive, consent, order or consent decree
of or from, or notice to, any Government Authority.

            "GUARANTIES" means the Holdings Guaranty and the Subsidiary
Guaranty.

            "HAZARDOUS MATERIALS" means (i) any chemical, material or substance
at any time defined as or included in the definition of "hazardous substances",
"hazardous wastes", "hazardous materials", "extremely hazardous waste", "acutely
hazardous waste", "radioactive waste", "biohazardous waste", "pollutant", "toxic
pollutant", "contaminant", "restricted hazardous waste", "infectious waste",
"toxic substances", or any other term or expression intended to define, list or
classify substances by reason of properties harmful to health, safety or the
indoor or outdoor environment (including harmful properties such as
ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive
toxicity, "TCLP toxicity" or "EP toxicity" or words of similar import under any
applicable Environmental Laws); (ii) any oil, petroleum, petroleum fraction or
petroleum derived substance; (iii) any drilling fluids, produced waters and
other wastes associated with the exploration, development or production of crude
oil, natural gas or geothermal resources; (iv) any flammable substances or
explosives; (v) any radioactive materials; (vi) any asbestos-containing
materials; (vii) urea formaldehyde foam insulation; (viii) electrical equipment
which contains any oil or dielectric fluid containing polychlorinated biphenyls;
(ix) pesticides; and (x) any other chemical, material or substance, exposure to
which is prohibited, limited or regulated by any Government Authority or which
may or could pose a hazard to the health and safety of the owners, occupants or
any Persons in the vicinity of any Facility or to the indoor or outdoor
environment.

            "HAZARDOUS MATERIALS ACTIVITY" means any past, current, proposed or
threatened activity, event or occurrence involving any Hazardous Materials,
including the use, manufacture, possession, storage, holding, presence,
existence, location, Release, threatened Release,

                                       13

<PAGE>

discharge, placement, generation, transportation, processing, construction,
treatment, abatement, removal, remediation, disposal, disposition or handling of
any Hazardous Materials, and any corrective action or response action with
respect to any of the foregoing.

            "HEDGE AGREEMENT" means an Interest Rate Agreement or a Currency
Agreement designed to hedge against fluctuations in interest rates or currency
values, respectively.

            "HOLDINGS" means PRA Holdings, Inc., a Delaware corporation.

            "HOLDINGS COMMON STOCK" means the common stock of Holdings, par
value $0.01 per share.

            "HOLDINGS GUARANTY" means the Amended and Restated Holdings Guaranty
executed and delivered by Holdings and PRA Sub on the Closing Date,
substantially in the form of Exhibit XV annexed hereto, as such Holdings
Guaranty may thereafter be amended, supplemented or otherwise modified from time
to time.

            "HOLDINGS PLEDGE AGREEMENT" means the Amended and Restated Holdings
Pledge Agreement executed and delivered by Holdings and PRA Sub on the Closing
Date, substantially in the form of Exhibit XVI annexed hereto, as such Holdings
Pledge Agreement may thereafter be amended, supplemented or otherwise modified
from time to time.

            "INDEBTEDNESS", as applied to any Person, means (i) all indebtedness
for borrowed money, (ii) that portion of obligations with respect to Capital
Leases that is properly classified as a liability on a balance sheet in
conformity with GAAP, (iii) notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed money,
(iv) any obligation owed for all or any part of the deferred purchase price of
property or services (excluding any such obligations incurred under ERISA),
which purchase price is (a) due more than six months from the date of incurrence
of the obligation in respect thereof or (b) evidenced by a note or similar
written instrument, and (v) all indebtedness secured by any Lien on any property
or asset owned or held by that Person regardless of whether the indebtedness
secured thereby shall have been assumed by that Person or is nonrecourse to the
credit of that Person. Obligations under Interest Rate Agreements and Currency
Agreements constitute (1) in the case of Hedge Agreements, Contingent
Obligations, and (2) in all other cases, Investments, and in neither case
constitute Indebtedness.

            "INDEMNIFIED LIABILITIES" has the meaning assigned to that term in
subsection 10.3.

            "INDEMNITEES" has the meaning assigned to that term in subsection
10.3.

            "INITIAL PUBLIC OFFERING" means the issuance and sale of shares of
Holdings Common Stock to the public pursuant to a registration statement under
the Securities Act which has been declared effective by the Securities and
Exchange Commission (other than a registration statement on Form S-8 or any
other similar form) having an aggregate offering value of at least $25,000,000.

                                       14

<PAGE>

            "INTELLECTUAL PROPERTY" means all patents, trademarks, tradenames,
copyrights, technology, software, know-how and processes used in or necessary
for the conduct of the business of Company and its Subsidiaries as currently
conducted that are material to the condition (financial or otherwise), business
or operations of Company and its Subsidiaries, taken as a whole.

            "INTEREST PAYMENT DATE" means (i) with respect to any Base Rate
Loan, each March 31, June 30, September 30 and December 31 of each year,
commencing on the first such date to occur after the Closing Date, and (ii) with
respect to any Eurodollar Rate Loan, the last day of each Interest Period
applicable to such Loan; provided that in the case of each Interest Period of
six months "Interest Payment Date" shall also include the date that is three
months after the commencement of such Interest Period.

            "INTEREST PERIOD" has the meaning assigned to that term in
subsection 2.2B.

            "INTEREST RATE AGREEMENT" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement to which Company or any of its Subsidiaries is a party.

            "INTEREST RATE DETERMINATION DATE", with respect to any Interest
Period, means the second Business Day prior to the first day of such Interest
Period.

            "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter, and any successor
statute.

            "INVESTMENT" means (i) any direct or indirect purchase or other
acquisition by Company or any of its Subsidiaries of, or of a beneficial
interest in, any Securities of any other Person (including any Subsidiary of
Company), (ii) any direct or indirect loan, advance (other than advances to
employees for moving, entertainment and travel expenses, drawing accounts and
similar expenditures in the ordinary course of business) or capital contribution
by Company or any of its Subsidiaries to any other Person, including all
indebtedness and accounts receivable from that other Person that are not current
assets or did not arise from sales to that other Person in the ordinary course
of business, or (iii) Interest Rate Agreements or Currency Agreements not
constituting Hedge Agreements. The amount of any Investment shall be the
original cost of such Investment plus the cost of all additions thereto, without
any adjustments for increases or decreases in value, or write-ups, write-downs
or write-offs with respect to such Investment (other than adjustments for the
repayment of, or the refund of capital with respect to, the original principal
amount of any such Investment).

            "IP COLLATERAL" means, collectively, the Intellectual Property that
constitutes Collateral under the Security Agreement.

            "ISSUING LENDER" means, with respect to any Letter of Credit, the
Revolving Lender that agrees or is otherwise obligated to issue such Letter of
Credit, determined as provided in subsection 3.1B(ii).

                                       15

<PAGE>

            "JOINT VENTURE" means a joint venture, partnership or other similar
arrangement, whether in corporate, partnership or other legal form; provided
that in no event shall any Subsidiary of any Person be considered to be a Joint
Venture to which such Person is a party.

            "LENDER" and "LENDERS" means the Persons identified as "Lenders" and
listed on the signature pages of this Agreement, together with their successors
and permitted assigns pursuant to subsection 10.1, and the term "Lenders" shall
include Swing Line Lender unless the context otherwise requires; provided that
the term "Lenders," when used in the context of a particular Commitment, shall
mean Lenders having that Commitment.

            "LETTER OF CREDIT" or "LETTERS OF CREDIT" means standby letters of
credit or similar instruments issued for the purpose of supporting (i)
Indebtedness of Company or any of its Subsidiaries in respect of industrial
revenue or development bonds or financings, (ii) workers' compensation
liabilities of Company or any of its Subsidiaries, (iii) the obligations of
third party insurers of Company or any of its Subsidiaries arising by virtue of
the laws of any jurisdiction requiring third party insurers, (iv) obligations
with respect to Capital Leases or Operating Leases of Company or any of its
Subsidiaries, and (v) performance, payment, deposit or surety obligations of
Company or any of its Subsidiaries, in any case if required by law or
governmental rule or regulation or in accordance with custom and practice in the
industry issued or to be issued by the Issuing Lenders for the account of
Company pursuant to subsection 3.1.

            "LETTER OF CREDIT USAGE" means, as at any date of determination, the
sum of (i) the maximum aggregate amount which is or at any time thereafter may
become available for drawing under all Letters of Credit then outstanding plus
(ii) the aggregate amount of all drawings under Letters of Credit honored by the
Issuing Lenders and not theretofore reimbursed out of the proceeds of Revolving
Loans pursuant to subsection 3.3B or otherwise reimbursed by Company. For
purposes of this definition, any amount described in clause (i) or (ii) of the
preceding sentence which is denominated in a currency other than Dollars shall
be valued based on the applicable Exchange Rate for such currency as of the
applicable date of determination.

            "LIEN" means any lien (statutory or otherwise), mortgage, pledge,
assignment, security interest, charge or encumbrance of any kind (including any
conditional sale or other title retention agreement, any lease in the nature
thereof, and any agreement to give any security interest) and any option, trust
or other preferential arrangement having the practical effect of any of the
foregoing.

            "LOAN" or "LOANS" means one or more of the Tranche A Term Loans,
Tranche B Term Loans, Revolving Loans or Swing Line Loans or any combination
thereof.

            "LOAN DOCUMENTS" means this Agreement, the Notes, the Letters of
Credit (and any applications for, or reimbursement agreements or other documents
or certificates executed by Company in favor of the any Issuing Lender relating
to, the Letters of Credit), the Guaranties and the Collateral Documents.

            "LOAN PARTY" means each of Holdings, Company and any of Holdings'
Domestic Subsidiaries from time to time executing a Loan Document, and "LOAN
PARTIES" means all such Persons, collectively.

                                       16

<PAGE>

            "MARGIN STOCK" has the meaning assigned to that term in Regulation U
of the Board of Governors of the Federal Reserve System as in effect from time
to time.

            "MATERIAL ADVERSE EFFECT" means (i) a material adverse effect upon
the business, operations, properties, assets, condition (financial or otherwise)
or prospects of Holdings and its Subsidiaries, taken as a whole, or (ii) the
impairment of the ability of any Loan Party to perform, or of Administrative
Agent or Lenders to enforce, the Obligations.

            "MATERIAL CONTRACT" means any contract or other arrangement to which
Company or any of its Subsidiaries is a party (other than the Loan Documents)
for which breach, nonperformance, cancellation or failure to renew could be
reasonably expected to have a Material Adverse Effect.

            "MATERIAL LEASEHOLD PROPERTY" means any leasehold interest of any
Loan Party as lessee under any lease of domestic real property on which a
material portion of the Collateral is located.

            "MERGER AGREEMENT" means that certain Agreement and Plan of Merger
by and among Holdings, PRA Sub, Virginia Merger Sub, Inc., a Delaware
corporation, Company and its stockholders dated as of May 16, 2001 a copy of
which has been delivered to Administrative Agent and Lenders prior to their
execution of this Agreement and as such agreement may be amended from time to
time thereafter to the extent permitted under subsection 7.12A.

            "MORTGAGE" means a security instrument (whether designated as a deed
of trust or a mortgage or by any similar title) executed and delivered by any
Loan Party, in such form as may be approved by Administrative Agent in its
reasonable discretion, with such changes thereto as may be recommended by
Administrative Agent's local counsel based on local laws or customary local
mortgage or deed of trust practices.

            "MORTGAGED PROPERTY" has the meaning set forth in subsection 6.9.

            "MULTIEMPLOYER PLAN" means any Employee Benefit Plan that is a
"multiemployer plan" as defined in Section 3(37) of ERISA.

            "NET ASSET SALE PROCEEDS", with respect to any Asset Sale, means
Cash payments (including any Cash received by way of deferred payment pursuant
to, or by monetization of, a note receivable or otherwise, but only as and when
so received) received from such Asset Sale, net of any bona fide related costs
incurred in connection with such Asset Sale, including (i) income taxes
reasonably estimated to be actually payable within two years of the date of such
Asset Sale as a result of any gain recognized in connection with such Asset
Sale, (ii) payment of the outstanding principal amount of, premium or penalty,
if any, and interest on any Indebtedness (other than the Loans) that is secured
by a Lien on the stock or assets in question and that is required to be repaid
under the terms thereof as a result of such Asset Sale and (iii) reasonable
brokers' costs and sales commissions.

            "NET INSURANCE/CONDEMNATION PROCEEDS" means any Cash payments or
proceeds received by Company or any of its Subsidiaries (i) under any business
interruption or casualty insurance policy in respect of a covered loss
thereunder or (ii) as a result of the taking of

                                       17

<PAGE>

any assets of Company or any of its Subsidiaries by any Person pursuant to the
power of eminent domain, condemnation or otherwise, or pursuant to a sale of any
such assets to a purchaser with such power under threat of such a taking, in
each case net of any actual and reasonable documented costs incurred by Company
or any of its Subsidiaries in connection with the adjustment or settlement of
any claims of Company or such Subsidiary in respect thereof.

            "NET SECURITIES PROCEEDS" means the Cash proceeds (net of
underwriting discounts and commissions and other reasonable costs and expenses
associated therewith, including reasonable legal fees and expenses) from the (i)
issuance of Capital Stock of or incurrence of Indebtedness by Holdings or any of
its Subsidiaries and (ii) capital contributions made by a holder of Capital
Stock of Holdings or any of its Subsidiaries.

            "NON-US LENDER" means a Lender that is organized under the laws of
any jurisdiction other than the United States or any state or other political
subdivision thereof.

            "NOTE" and "NOTES" means one or more of the Tranche A Term Notes,
Tranche B Term Notes, Revolving Notes or Swing Line Note or any combination
thereof.

            "NOTICE OF BORROWING" means a notice substantially in the form of
Exhibit I annexed hereto.

            "NOTICE OF CONVERSION/CONTINUATION" means a notice substantially in
the form of Exhibit II annexed hereto.

            "OBLIGATIONS" means all obligations of every nature of each Loan
Party from time to time owed to Administrative Agent, Lenders or any of them
under the Loan Documents, whether for principal, interest, reimbursement of
amounts drawn under Letters of Credit, fees, expenses, indemnification or
otherwise.

            "OFFICER" means the president, chief executive officer, a vice
president, chief financial officer, treasurer, general partner (if an
individual), managing member (if an individual) or other individual appointed by
the Governing Body or the Organizational Documents of a corporation,
partnership, trust or limited liability company to serve in a similar capacity
as the foregoing.

            "OFFICER'S CERTIFICATE", as applied to any Person that is a
corporation, partnership, trust or limited liability company, means a
certificate executed on behalf of such Person by one or more Officers of such
Person or one or more Officers of a general partner or a managing member if such
general partner or managing member is a corporation, partnership, trust or
limited liability company.

            "OPERATING LEASE", as applied to any Person, means any lease
(including leases that may be terminated by the lessee at any time) of any
property (whether real, personal or mixed) that is not a Capital Lease other
than any such lease under which that Person is the lessor.

            "ORGANIZATIONAL DOCUMENTS" means the documents (including bylaws, if
applicable) pursuant to which a Person that is a corporation, partnership, trust
or limited liability company is organized or formed.

                                       18

<PAGE>

            "ORIGINAL CREDIT AGREEMENT" has the meaning assigned to that term in
the recitals to this Agreement.

            "PARTICIPANT" means a purchaser of a participation in the rights and
obligations under this Agreement pursuant to subsection 10.1C; provided that no
Competitor shall be a Participant.

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

            "PENSION PLAN" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA.

            "PERMITTED ACQUISITION" has the meaning assigned to that term in
subsection 7.3(x).

            "PERMITTED ENCUMBRANCES" means the following types of Liens
(excluding any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or by ERISA, any such Lien relating to or imposed in
connection with any Environmental Claim, and any such Lien expressly prohibited
by any applicable terms of any of the Collateral Documents):

            (i) Liens for taxes, assessments or governmental charges or claims
      the payment of which is not, at the time, required by subsection 6.3;

            (ii) statutory Liens of landlords, statutory Liens and rights of
      set-off of banks, statutory Liens of carriers, warehousemen, mechanics,
      repairmen, workmen and materialmen, and other Liens imposed by law, in
      each case incurred in the ordinary course of business (a) for amounts not
      yet overdue or (b) for amounts that are overdue and that (in the case of
      any such amounts overdue for a period in excess of 5 days) are being
      contested in good faith by appropriate proceedings, so long as (1) such
      reserves or other appropriate provisions, if any, as shall be required by
      GAAP shall have been made for any such contested amounts, and (2) in the
      case of a Lien with respect to any portion of the Collateral, such contest
      proceedings conclusively operate to stay the sale of any portion of the
      Collateral on account of such Lien;

            (iii) Liens incurred or deposits made in the ordinary course of
      business in connection with workers' compensation, unemployment insurance
      and other types of social security, or to secure the performance of
      tenders, statutory obligations, surety and appeal bonds, bids, leases,
      government contracts, trade contracts, performance and return-of-money
      bonds and other similar obligations (exclusive of obligations for the
      payment of borrowed money), so long as no foreclosure, sale or similar
      proceedings have been commenced with respect to any portion of the
      Collateral on account thereof;

            (iv) any attachment or judgment Lien not constituting an Event of
      Default under subsection 8.8;

            (v) leases or subleases granted to third parties in accordance with
      any applicable terms of the Collateral Documents and not interfering in
      any material respect

                                       19

<PAGE>

      with the ordinary conduct of the business of Company or any of its
      Subsidiaries or resulting in a material diminution in the value of any
      Collateral as security for the Obligations;

            (vi) easements, rights-of-way, restrictions, encroachments, and
      other minor defects or irregularities in title, in each case which do not
      and will not interfere in any material respect with the ordinary conduct
      of the business of Company or any of its Subsidiaries or result in a
      material diminution in the value of any Collateral as security for the
      Obligations;

            (vii) any (a) interest or title of a lessor or sublessor under any
      lease not prohibited by this Agreement, (b) restriction or encumbrance
      that the interest or title of such lessor or sublessor may be subject to,
      or (c) subordination of the interest of the lessee or sublessee under such
      lease to any restriction or encumbrance referred to in the preceding
      clause (b), so long as the holder of such restriction or encumbrance
      agrees to recognize the rights of such lessee or sublessee under such
      lease;

            (viii) Liens arising from filing UCC financing statements relating
      solely to leases not prohibited by this Agreement;

            (ix) Liens in favor of customs and revenue authorities arising as a
      matter of law to secure payment of customs duties in connection with the
      importation of goods;

            (x) any zoning or similar law or right reserved to or vested in any
      governmental office or agency to control or regulate the use of any real
      property;

            (xi) Liens securing obligations (other than obligations representing
      Indebtedness for borrowed money) under operating, reciprocal easement or
      similar agreements entered into in the ordinary course of business of
      Company and its Subsidiaries; and

            (xii) licenses of Intellectual Property granted by Company or any of
      its Subsidiaries in the ordinary course of business and not interfering in
      any material respect with the ordinary conduct of the business of Company
      or such Subsidiary.

            "PERSON" means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and governments (whether federal,
state or local, domestic or foreign, and including political subdivisions
thereof) and agencies or other administrative or regulatory bodies thereof.

            "PLEDGED COLLATERAL" means, collectively, the "Pledged Collateral"
as defined in the Holdings Pledge Agreement, the Security Agreement and any
Foreign Pledge Agreement.

            "POTENTIAL EVENT OF DEFAULT" means a condition or event that, after
notice or lapse of time or both, would constitute an Event of Default.

                                       20

<PAGE>

            "PRA SUB" means PRA Sub, Inc., a Delaware corporation.

            "PRIME RATE" means the rate that Wells Fargo announces from time to
time as its prime lending rate, as in effect from time to time. The Prime Rate
is a reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. Wells Fargo or any other Lender may make
commercial loans or other loans at rates of interest at, above or below the
Prime Rate.

            "PROCEEDINGS" means any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or
arbitration.

            "PRO RATA SHARE" means (i) with respect to all payments,
computations and other matters relating to the Tranche A Term Loan Commitment or
the Tranche A Term Loan of any Lender, the percentage obtained by dividing (x)
the Tranche A Term Loan Exposure of that Lender by (y) the aggregate Tranche A
Term Loan Exposure of all Lenders, (ii) with respect to all payments,
computations and other matters relating to the Tranche B Term Loan Commitment or
the Tranche B Term Loan of any Lender, the percentage obtained by dividing (x)
the Tranche B Term Loan Exposure of that Lender by (y) the aggregate Tranche B
Term Loan Exposure of all Lenders, (iii) with respect to all payments,
computations and other matters relating to the Revolving Loan Commitment or the
Revolving Loans of any Lender or any Letters of Credit issued or participations
therein deemed purchased by any Lender or any assignments of any Swing Line
Loans deemed purchased by any Lender, the percentage obtained by dividing (x)
the Revolving Loan Exposure of that Lender by (y) the aggregate Revolving Loan
Exposure of all Lenders, and (iv) for all other purposes with respect to each
Lender, the percentage obtained by dividing (x) the sum of the Tranche A Term
Loan Exposure of that Lender plus the Tranche B Term Loan Exposure of that
Lender plus the Revolving Loan Exposure of that Lender by (y) the sum of the
aggregate Tranche A Term Loan Exposure of all Lenders plus the aggregate Tranche
B Term Loan Exposure of all Lenders plus the aggregate Revolving Loan Exposure
of all Lenders, in any such case as the applicable percentage may be adjusted by
assignments permitted pursuant to subsection 10.1. The initial Pro Rata Share of
each Lender for purposes of each of clauses (i), (ii), (iii) and (iv) of the
preceding sentence is set forth opposite the name of that Lender in Schedule 2.1
annexed hereto.

            "PTO" means the United States Patent and Trademark Office or any
successor or substitute office in which filings are necessary or, in the
reasonable opinion of Administrative Agent, desirable in order to create or
perfect Liens on any IP Collateral.

            "REAL PROPERTY ASSET" means, at any time of determination, any
interest then owned by any Loan Party (other than any Foreign Subsidiary) in any
real property.

            "REFUNDED SWING LINE LOANS" has the meaning assigned to that term in
subsection 2.1A(iv).

            "REGISTER" has the meaning assigned to that term in subsection 2.1D.

            "REGULATION D" means Regulation D of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

                                       21

<PAGE>

            "REIMBURSEMENT DATE" has the meaning assigned to that term in
subsection 3.3B.

            "RELEASE" means any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of Hazardous Materials into the indoor or outdoor
environment (including the abandonment or disposal of any barrels, containers or
other closed receptacles containing any Hazardous Materials), including the
movement of any Hazardous Materials through the air, soil, surface water or
groundwater.

            "REQUEST FOR ISSUANCE" means a request substantially in the form of
Exhibit III annexed hereto.

            "REQUISITE CLASS LENDERS" means, at any time of determination (i)
for the Class of Lenders having Revolving Loan Exposure, Lenders having or
holding more than 50% of the aggregate Revolving Loan Exposure of all Lenders,
(ii) for the Class of Lenders having Tranche A Term Loan Exposure, Lenders
having or holding more than 50% of the aggregate Tranche A Term Loan Exposure of
all Lenders, and (iii) for the Class of Lenders having Tranche B Term Loan
Exposure, Lenders having or holding more than 50% of the aggregate Tranche B
Term Loan Exposure of all Lenders.

            "REQUISITE LENDERS" means Lenders having or holding more than 50% of
the sum of the aggregate Tranche A Term Loan Exposure of all Lenders plus the
aggregate Tranche B Term Loan Exposure of all Lenders plus the aggregate
Revolving Loan Exposure of all Lenders.

            "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of stock
of Holdings or any of its Subsidiaries now or hereafter outstanding, except a
dividend payable solely in shares of that class of stock to the holders of that
class, (ii) any redemption, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any shares of
any class of stock of Holdings or any of its Subsidiaries now or hereafter
outstanding, including from any Person other than Holdings or any of its
Subsidiaries, (iii) any payment made to retire, or to obtain the surrender of,
any outstanding warrants, options or other rights to acquire shares of any class
of stock of Holdings or any of its Subsidiaries now or hereafter outstanding,
and (iv) any payment or prepayment of principal of, premium, if any, or interest
on, or redemption, purchase, retirement, defeasance (including in-substance or
legal defeasance), sinking fund or similar payment with respect to, any
Subordinated Indebtedness.

            "REVOLVING LENDER" means a Lender that has a Revolving Loan
Commitment or that has an outstanding Revolving Loan.

            "REVOLVING LOAN COMMITMENT" means the commitment of a Revolving
Lender to make Revolving Loans to Company pursuant to subsection 2.1A(iii), and
"REVOLVING LOAN COMMITMENTS" means such commitments of all Revolving Lenders in
the aggregate.

            "REVOLVING LOAN COMMITMENT TERMINATION DATE" means December 23,
2008.

                                       22

<PAGE>

            "REVOLVING LOAN EXPOSURE", with respect to any Revolving Lender,
means, as of any date of determination (i) prior to the termination of the
Revolving Loan Commitments, that Lender's Revolving Loan Commitment, and (ii)
after the termination of the Revolving Loan Commitments, the sum of (a) the
aggregate outstanding principal amount of the Revolving Loans of that Lender
plus (b) in the event that Lender is an Issuing Lender, the aggregate Letter of
Credit Usage in respect of all Letters of Credit issued by that Lender (in each
case net of any participations purchased by other Lenders in such Letters of
Credit or in any unreimbursed drawings thereunder) plus (c) the aggregate amount
of all participations purchased by that Lender in any outstanding Letters of
Credit or any unreimbursed drawings under any Letters of Credit plus (d) in the
case of Swing Line Lender, the aggregate outstanding principal amount of all
Swing Line Loans (net of any assignments thereof purchased by other Revolving
Lenders) plus (e) the aggregate amount of all assignments purchased by that
Lender in any outstanding Swing Line Loans.

            "REVOLVING LOANS" means the Loans made by Revolving Lenders to
Company pursuant to subsection 2.1A(iii).

            "REVOLVING NOTES" means any promissory notes of Company issued
pursuant to subsection 2.1E to evidence the Revolving Loans of any Revolving
Lenders, substantially in the form of Exhibit VI annexed hereto, as they may be
amended, supplemented or otherwise modified from time to time.

            "SECURED OBLIGATIONS" has the meaning assigned to that term in the
Security Agreement.

            "SECURITIES" means any stock, shares, partnership interests,
membership interests, voting trust certificates, certificates of interest or
participation in any profit-sharing agreement or arrangement, options, warrants,
bonds, debentures, notes, or other evidences of indebtedness, secured or
unsecured, convertible, subordinated or otherwise, or in general any instruments
commonly known as "securities" or any certificates of interest, shares or
participations in temporary or interim certificates for the purchase or
acquisition of, or any right to subscribe to, purchase or acquire, any of the
foregoing.

            "SECURITIES ACCOUNT" means an account to which a financial asset is
or may be credited in accordance with an agreement under which the Person
maintaining the account undertakes to treat the Person for whom the account is
maintained as entitled to exercise the rights that comprise the financial asset.

            "SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time, and any successor statute.

            "SECURITY AGREEMENT" means the Amended and Restated Security
Agreement executed and delivered on the Closing Date, substantially in the form
of Exhibit XIV annexed hereto, as such Security Agreement may thereafter be
amended, supplemented or otherwise modified from time to time.

            "SOLVENT", with respect to any Person, means that as of the date of
determination both (i)(a) the then fair saleable value of the property of such
Person is (1) greater than the total

                                       23

<PAGE>

amount of liabilities (including contingent liabilities) of such Person and (2)
not less than the amount that will be required to pay the probable liabilities
on such Person's then existing debts as they become absolute and due considering
all financing alternatives and potential asset sales reasonably available to
such Person; (b) such Person's capital is not unreasonably small in relation to
its business or any contemplated or undertaken transaction; and (c) such Person
does not intend to incur, or believe (nor should it reasonably believe) that it
will incur, debts beyond its ability to pay such debts as they become due; and
(ii) such Person is "solvent" within the meaning given that term and similar
terms under applicable laws relating to fraudulent transfers and conveyances.
For purposes of this definition, the amount of any contingent liability at any
time shall be computed as the amount that, in light of all of the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.

            "SUBORDINATED INDEBTEDNESS" means any Indebtedness of Company
incurred from time to time and subordinated in right of payment to the
Obligations.

            "SUBORDINATED LOAN AGREEMENT" means the Note and Warrant Purchase
Agreement dated as of June 28, 2001 pursuant to which the Subordinated Notes
were issued, as such agreement may be amended from time to time to the extent
permitted under subsection 7.12B.

            "SUBORDINATED NOTES" means the $20,000,000 in aggregate principal
amount of unsecured 12% Senior Subordinated Notes Due June 28, 2008 of Company
issued pursuant to the Subordinated Loan Agreement.

            "SUBSIDIARY", with respect to any Person, means any corporation,
partnership, trust, limited liability company, association or other business
entity of which more than 50% of the total voting power of shares of stock or
other ownership interests entitled (without regard to the occurrence of any
contingency) to vote in the election of the members of the Governing Body is at
the time owned or controlled, directly or indirectly, by that Person or one or
more of the other Subsidiaries of that Person or a combination thereof.

            "SUBSIDIARY GUARANTOR" means any Domestic Subsidiary of Company that
executes and delivers a counterpart of the Subsidiary Guaranty on the Closing
Date or from time to time thereafter pursuant to subsection 6.8.

            "SUBSIDIARY GUARANTY" means the Amended and Restated Subsidiary
Guaranty executed and delivered by existing Domestic Subsidiaries of Company on
the Closing Date and to be executed and delivered by additional Domestic
Subsidiaries of Company from time to time thereafter in accordance with
subsection 6.8, substantially in the form of Exhibit XIII annexed hereto, as
such Subsidiary Guaranty may hereafter be amended, supplemented or otherwise
modified from time to time.

            "SUPERMAJORITY LENDERS" means Lenders having or holding at least 85%
of the sum of the aggregate Tranche A Term Loan Exposure of all Lenders plus the
aggregate Tranche B Term Loan Exposure of all Lenders plus the aggregate
Revolving Loan Exposure of all Lenders.

                                       24

<PAGE>

            "SUPPLEMENTAL COLLATERAL AGENT" and "SUPPLEMENTAL COLLATERAL AGENTS"
have the meanings assigned to such terms in subsection 9.1B.

            "SWING LINE LENDER" means Wells Fargo, or any Person serving as a
successor Administrative Agent hereunder, in its capacity as Swing Line Lender
hereunder.

            "SWING LINE LOAN COMMITMENT" means the commitment of Swing Line
Lender to make Swing Line Loans to Company pursuant to subsection 2.1A(iv).

            "SWING LINE LOANS" means the Loans made by Swing Line Lender to
Company pursuant to subsection 2.1A(iv).

            "SWING LINE NOTE" means any promissory note of Company issued
pursuant to subsection 2.1E to evidence the Swing Line Loans of Swing Line
Lender, substantially in the form of Exhibit VII annexed hereto, as it may be
amended, supplemented or otherwise modified from time to time.

            "SYNDICATION AGENT" has the meaning assigned to that term in the
introduction to this Agreement.

            "TAX" or "TAXES" means any present or future tax, levy, impost,
duty, charge, fee, deduction or withholding of any nature and whatever called,
by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld
or assessed, including interest, penalties, additions to tax and any similar
liabilities with respect thereto; except that, in the case of a Lender, there
shall be excluded taxes that are imposed on the overall net income or net
profits (including franchise taxes imposed in lieu thereof) by the United States
or by any other Government Authority under the laws of which the Lender is
organized or has its principal office or maintains its applicable lending
office.

            "TERM LOANS" means, collectively, the Tranche A Term Loans and the
Tranche B Term Loans.

            "TOTAL UTILIZATION OF REVOLVING LOAN COMMITMENTS" means, as at any
date of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans plus (ii) the aggregate principal amount of all
outstanding Swing Line Loans plus (iii) the Letter of Credit Usage.

            "TRANCHE A TERM LOAN" means a Loan made by a Lender to Company
pursuant to subsection 2.1A(i) and "TRANCHE A TERM LOANS" means all such Loans
of all Lenders in the aggregate.

            "TRANCHE A TERM LOAN COMMITMENT" means the commitment of a Lender to
make a Tranche A Term Loan to Company pursuant to subsection 2.1A(i), and
"TRANCHE A TERM LOAN COMMITMENTS" means such commitments of all Lenders in the
aggregate.

            "TRANCHE A TERM LOAN EXPOSURE", with respect to any Lender, means,
as of any date of determination (i) prior to the funding of the Tranche A Term
Loans, that Lender's

                                       25

<PAGE>

Tranche A Term Loan Commitment, and (ii), after the funding of the Tranche A
Term Loans, the outstanding principal amount of the Tranche A Term Loan of that
Lender.

            "TRANCHE A TERM NOTES" means any promissory notes of Company issued
pursuant to subsection 2.1E to evidence the Tranche A Term Loans of any Lenders,
substantially in the form of Exhibit IV annexed hereto, as they may be amended,
supplemented or otherwise modified from time to time.

            "TRANCHE B TERM LOAN" means a Loan made by a Lender to Company
pursuant to subsection 2.1A(ii) and "TRANCHE B TERM LOANS" means all such Loans
of all Lenders in the aggregate.

            "TRANCHE B TERM LOAN COMMITMENT" means the commitment of a Lender to
make a Tranche B Term Loan to Company pursuant to subsection 2.1A(ii), and
"TRANCHE B TERM LOAN COMMITMENTS" means such commitments of all Lenders in the
aggregate.

            "TRANCHE B TERM LOAN EXPOSURE", with respect to any Lender, means,
as of any date of determination (i) prior to the funding of the Tranche B Term
Loans, that Lender's Tranche B Term Loan Commitment and (ii) after the funding
of the Tranche B Term Loans, the outstanding principal amount of the Tranche B
Term Loan of that Lender.

            "TRANCHE B TERM NOTES" means any promissory notes of Company issued
pursuant to subsection 2.1E to evidence the Tranche B Term Loans of any Lenders,
substantially in the form of Exhibit V annexed hereto, as they may be amended,
supplemented or otherwise modified from time to time.

            "UCC" means the Uniform Commercial Code (or any similar or
equivalent legislation) as in effect in any applicable jurisdiction.

            "UNITED STATES" or "U.S." means the United States of America.

            "WELLS FARGO" has the meaning assigned to that term in the
introduction to this Agreement.

      1.2   ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF CALCULATIONS
            UNDER AGREEMENT.

            Except as otherwise expressly provided in this Agreement, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information
required to be delivered by Company to Lenders pursuant to clauses (ii), (iii),
(iv) and (xii) of subsection 6.1 shall be prepared in accordance with GAAP
(subject, in the case of interim financial statements, to normal year end
adjustments and lack of footnotes and other presentation items) as in effect at
the time of such preparation. Calculations in connection with the definitions,
covenants and other provisions of this Agreement shall utilize GAAP as in effect
on the date of determination, applied in a manner consistent with that used in
preparing the financial statements referred to in subsection 5.3. 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 Company, Administrative Agent or
Requisite

                                       26

<PAGE>

Lenders shall so request, Administrative Agent, Lenders and 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 Requisite Lenders), provided that, until so amended, such ratio or
requirement shall continue to be computed in accordance with GAAP prior to such
change therein.

      1.3   OTHER DEFINITIONAL PROVISIONS AND RULES OF CONSTRUCTION.

            A. Any of the terms defined herein may, unless the context otherwise
requires, be used in the singular or the plural, depending on the reference.

            B. References to "Sections" and "subsections" shall be to Sections
and subsections, respectively, of this Agreement unless otherwise specifically
provided.

            C. The use in any of the Loan Documents of the word "include" or
"including", when following any general statement, term or matter, shall not be
construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or
matters, whether or not nonlimiting language (such as "without limitation" or
"but not limited to" or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.

SECTION 2. AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

      2.1   COMMITMENTS; MAKING OF LOANS; THE REGISTER; OPTIONAL NOTES.

            A. COMMITMENTS. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of Company
herein set forth, each Lender hereby severally agrees to make the Loans as
described in subsections 2.1A(i), 2.1A(ii) and 2.1A(iii) and Swing Line Lender
hereby agrees to make the Swing Line Loans as described in subsection 2.1A(iv).

            (i) Tranche A Term Loans. Each Lender that has a Tranche A Term Loan
      Commitment severally, but not jointly, agrees to lend to Company on the
      Closing Date an amount not exceeding its Pro Rata Share of the aggregate
      amount of the Tranche A Term Loan Commitments to be used for the purposes
      identified in subsection 2.5A. The amount of each Lender's Tranche A Term
      Loan Commitment is set forth opposite its name on Schedule 2.1 annexed
      hereto and the aggregate amount of the Tranche A Term Loan Commitments is
      $20,000,000; provided that the Tranche A Term Loan Commitments of Lenders
      shall be adjusted to give effect to any assignments of the Tranche A Term
      Loan Commitments pursuant to subsection 10.1B. Company may make only one
      borrowing under the Tranche A Term Loan Commitments. Amounts borrowed
      under this subsection 2.1A(i) and subsequently repaid or prepaid may not
      be reborrowed.

            (ii) Tranche B Term Loans. Immediately prior to the Closing Date, an
      aggregate principal amount of $13,450,000 in Tranche B Term Loans was
      outstanding under (and as defined in) the Original Credit Agreement. Each
      Lender that has a Tranche B Term Loan Commitment severally, but not
      jointly, agrees to lend to Company on the

                                       27

<PAGE>

      Closing Date an amount such that the sum of its Tranche B Term Loans
      immediately prior to the Closing Date, if any, plus its Tranche B Term
      Loans on the Closing Date shall not exceed its Pro Rata Share of the
      aggregate amount of the Tranche B Term Loan Commitments to be used for the
      purposes identified in subsection 2.5A. The amount of each Lender's
      Tranche B Term Loan Commitment is set forth opposite its name on Schedule
      2.1 annexed hereto and the aggregate amount of the Tranche B Term Loan
      Commitments is $40,000,000; provided that the Tranche B Term Loan
      Commitments of Lenders shall be adjusted to give effect to any assignments
      of the Tranche B Term Loan Commitments pursuant to subsection 10.1B.
      Company may make only one borrowing under the Tranche B Term Loan
      Commitments. Amounts borrowed under this subsection 2.1A(ii) and
      subsequently repaid or prepaid may not be reborrowed.

            On and after the Closing Date, Tranche B Term Loans outstanding
      under (and as defined in) the Original Credit Agreement shall be
      automatically deemed for all purposes to be Tranche B Term Loans
      outstanding under this Agreement and shall be subject to all of the terms
      and conditions of this Agreement and the other Loan Documents.

            (iii) Revolving Loans. Each Revolving Lender severally, but not
      jointly, agrees, subject to the limitations set forth below with respect
      to the maximum amount of Revolving Loans permitted to be outstanding from
      time to time, to lend to Company from time to time during the period from
      the Closing Date to but excluding the Revolving Loan Commitment
      Termination Date an aggregate amount not exceeding its Pro Rata Share of
      the aggregate amount of the Revolving Loan Commitments to be used for the
      purposes identified in subsection 2.5B. The original amount of each
      Revolving Lender's Revolving Loan Commitment is set forth opposite its
      name on Schedule 2.1 annexed hereto and the aggregate original amount of
      the Revolving Loan Commitments is $25,000,000; provided that the Revolving
      Loan Commitments of Revolving Lenders shall be adjusted to give effect to
      any assignments of the Revolving Loan Commitments pursuant to subsection
      10.1B and shall be reduced from time to time by the amount of any
      reductions thereto made pursuant to subsection 2.4. Each Revolving
      Lender's Revolving Loan Commitment shall expire on the Revolving Loan
      Commitment Termination Date and all Revolving Loans and all other amounts
      owed hereunder with respect to the Revolving Loans and the Revolving Loan
      Commitments shall be paid in full no later than that date. Amounts
      borrowed under this subsection 2.1A(iii) may be repaid pursuant to
      subsection 2.4B(i) and reborrowed to but excluding the Revolving Loan
      Commitment Termination Date.

            Anything contained in this Agreement to the contrary
      notwithstanding, the Revolving Loans and the Revolving Loan Commitments
      shall be subject to the limitation that in no event shall the Total
      Utilization of Revolving Loan Commitments at any time exceed the Revolving
      Loan Commitments then in effect.

            (iv) Swing Line Loans.

                  (a) General Provisions. Swing Line Lender hereby agrees,
            subject to the limitations set forth below with respect to the
            maximum amount of Swing Line Loans permitted to be outstanding from
            time to time, to make a portion of

                                       28

<PAGE>

            the Revolving Loan Commitments available to Company from time to
            time during the period from the Closing Date to but excluding the
            Revolving Loan Commitment Termination Date by making Swing Line
            Loans to Company in an aggregate amount not exceeding the amount of
            the Swing Line Loan Commitment to be used for the purposes
            identified in subsection 2.5B, notwithstanding the fact that such
            Swing Line Loans, when aggregated with Swing Line Lender's
            outstanding Revolving Loans and Swing Line Lender's Pro Rata Share
            of the Letter of Credit Usage then in effect, may exceed Swing Line
            Lender's Revolving Loan Commitment; provided, however, that Swing
            Line Lender shall have no obligation to make Swing Line Loans to
            Company following the occurrence and during the continuation of an
            Event of Default. The original amount of the Swing Line Loan
            Commitment is $5,000,000; provided that any reduction of the
            Revolving Loan Commitments made pursuant to subsection 2.4 that
            reduces the aggregate Revolving Loan Commitments to an amount less
            than the then current amount of the Swing Line Loan Commitment shall
            result in an automatic corresponding reduction of the Swing Line
            Loan Commitment to the amount of the Revolving Loan Commitments, as
            so reduced, without any further action on the part of Company,
            Administrative Agent or Swing Line Lender. The Swing Line Loan
            Commitment shall expire on the Revolving Loan Commitment Termination
            Date and all Swing Line Loans and all other amounts owed hereunder
            with respect to the Swing Line Loans shall be paid in full no later
            than that date. Amounts borrowed under this subsection 2.1A(iv) may
            be repaid and reborrowed to but excluding the Revolving Loan
            Commitment Termination Date.

                  Anything contained in this Agreement to the contrary
            notwithstanding, the Swing Line Loans and the Swing Line Loan
            Commitment shall be subject to the limitation that in no event shall
            the Total Utilization of Revolving Loan Commitments at any time
            exceed the Revolving Loan Commitments then in effect.

                  (b) Swing Line Loan Prepayment with Proceeds of Revolving
            Loans. With respect to any Swing Line Loans that have not been
            voluntarily prepaid by Company pursuant to subsection 2.4B(i), Swing
            Line Lender may, at any time in its sole and absolute discretion,
            deliver to Administrative Agent (with a copy to Company), no later
            than 10:00 A.M. (San Francisco time) on the first Business Day in
            advance of a proposed Funding Date, a notice requesting Revolving
            Lenders to make Revolving Loans that are Base Rate Loans on such
            Funding Date in an amount equal to the amount of such Swing Line
            Loans (the "REFUNDED SWING LINE LOANS") outstanding on the date such
            notice is given. Company hereby authorizes the giving of any such
            notice and the making of any such Revolving Loans. Anything
            contained in this Agreement to the contrary notwithstanding, (1) the
            proceeds of such Revolving Loans made by Revolving Lenders other
            than Swing Line Lender shall be immediately delivered by
            Administrative Agent to Swing Line Lender (and not to Company) and
            applied to repay a corresponding portion of the Refunded Swing Line
            Loans and (2) on the day such Revolving Loans are made, Swing Line
            Lender's Pro Rata Share of the Refunded Swing Line Loans shall be
            deemed to be paid with the proceeds of a

                                       29

<PAGE>

            Revolving Loan made by Swing Line Lender, and such portion of the
            Swing Line Loans deemed to be so paid shall no longer be outstanding
            as Swing Line Loans and shall no longer be due under the Swing Line
            Note, if any, of Swing Line Lender but shall instead constitute part
            of Swing Line Lender's outstanding Revolving Loans and shall be due
            under the Revolving Note, if any, of Swing Line Lender. Company
            hereby authorizes Administrative Agent and Swing Line Lender to
            charge Company's accounts with Administrative Agent and Swing Line
            Lender (up to the amount available in each such account) in order to
            immediately pay Swing Line Lender the amount of the Refunded Swing
            Line Loans to the extent the proceeds of such Revolving Loans made
            by Revolving Lenders, including the Revolving Loan deemed to be made
            by Swing Line Lender, are not sufficient to repay in full the
            Refunded Swing Line Loans. If any portion of any such amount paid
            (or deemed to be paid) to Swing Line Lender should be recovered by
            or on behalf of Company from Swing Line Lender in any bankruptcy
            proceeding, in any assignment for the benefit of creditors or
            otherwise, the loss of the amount so recovered shall be ratably
            shared among all Lenders in the manner contemplated by subsection
            10.5.

                  (c) Swing Line Loan Assignments. If for any reason (1)
            Revolving Loans are not made upon the request of Swing Line Lender
            as provided in the immediately preceding paragraph in an amount
            sufficient to repay any amounts owed to Swing Line Lender in respect
            of any outstanding Swing Line Loans or (2) the Revolving Loan
            Commitments are terminated at a time when any Swing Line Loans are
            outstanding, each Revolving Lender shall be deemed to, and hereby
            agrees to, have purchased an assignment of such outstanding Swing
            Line Loans in an amount equal to its Pro Rata Share (calculated, in
            the case of the foregoing clause (2), immediately prior to such
            termination of the Revolving Loan Commitments) of the unpaid amount
            of such Swing Line Loans together with accrued interest thereon.
            Upon one Business Day's notice from Swing Line Lender, each
            Revolving Lender shall deliver to Swing Line Lender an amount equal
            to its respective assignment in same day funds at the Funding and
            Payment Office. In order to further evidence such assignment (and
            without prejudice to the effectiveness of the assignment provisions
            set forth above), each Revolving Lender agrees to enter into an
            Assignment Agreement at the request of Swing Line Lender in form and
            substance reasonably satisfactory to Swing Line Lender. In the event
            any Revolving Lender fails to make available to Swing Line Lender
            the amount of such Revolving Lender's assignment as provided in this
            paragraph, Swing Line Lender shall be entitled to recover such
            amount on demand from such Revolving Lender together with interest
            thereon at the rate customarily used by Swing Line Lender for the
            correction of errors among banks for three Business Days and
            thereafter at the Base Rate. In the event Swing Line Lender receives
            a payment of any amount in which other Revolving Lenders have
            purchased assignments as provided in this paragraph, Swing Line
            Lender shall promptly distribute to each such other Revolving Lender
            its Pro Rata Share of such payment.

                                       30

<PAGE>

                  (d) Revolving Lenders' Obligations. Anything contained herein
            to the contrary notwithstanding, each Revolving Lender's obligation
            to make Revolving Loans for the purpose of repaying any Refunded
            Swing Line Loans pursuant to subsection 2.1A(iv)(b) and each
            Revolving Lender's obligation to purchase an assignment of any
            unpaid Swing Line Loans pursuant to the immediately preceding
            paragraph shall be absolute and unconditional and shall not be
            affected by any circumstance, including (1) any set-off,
            counterclaim, recoupment, defense or other right which such
            Revolving Lender may have against Swing Line Lender, Company or any
            other Person for any reason whatsoever; (2) the occurrence or
            continuation of an Event of Default or a Potential Event of Default;
            (3) any adverse change in the business, operations, properties,
            assets, condition (financial or otherwise) or prospects of Company
            or any of its Subsidiaries; (4) any breach of this Agreement or any
            other Loan Document by any party thereto; or (5) any other
            circumstance, happening or event whatsoever, whether or not similar
            to any of the foregoing; provided that such obligations of each
            Revolving Lender are subject to the condition that (x) Swing Line
            Lender believed in good faith that all conditions under Section 4 to
            the making of the applicable Refunded Swing Line Loans or other
            unpaid Swing Line Loans, as the case may be, were satisfied at the
            time such Refunded Swing Line Loans or unpaid Swing Line Loans were
            made or (y) the satisfaction of any such condition not satisfied had
            been waived in accordance with subsection 10.6 prior to or at the
            time such Refunded Swing Line Loans or other unpaid Swing Line Loans
            were made.

            B. BORROWING MECHANICS. Tranche A Term Loans, Tranche B Term Loans
or Revolving Loans made on any Funding Date (other than Revolving Loans made
pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) or
Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate
minimum amount of $500,000 and multiples of $100,000 in excess of that amount;
provided that Tranche A Term Loans, Tranche B Term Loans or Revolving Loans made
on any Funding Date as Eurodollar Rate Loans with a particular Interest Period
shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in
excess of that amount. Swing Line Loans made on any Funding Date shall, unless
otherwise agreed by Administrative Agent and Swing Line Lender from time to
time, be in an aggregate minimum amount of $500,000 and multiples of $100,000 in
excess of that amount. Whenever Company desires that Lenders make Term Loans or
Revolving Loans it shall deliver to Administrative Agent a Notice of Borrowing
no later than 9:00 A.M. (San Francisco time) at least three Business Days in
advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or
at least one Business Day in advance of the proposed Funding Date (in the case
of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a
Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing
no later than 1:00 P.M. (San Francisco time) on the proposed Funding Date. Term
Loans and Revolving Loans may be continued as or converted into Base Rate Loans
and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of
delivering a Notice of Borrowing, Company may give Administrative Agent
telephonic notice by the required time of any proposed borrowing under this
subsection 2.1B; provided that such notice shall be promptly confirmed in
writing by delivery of a Notice of Borrowing to Administrative Agent on or
before the applicable Funding Date.

                                       31

<PAGE>

            Neither Administrative Agent nor any Lender shall incur any
liability to Company in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by an Officer or
other person authorized to borrow on behalf of Company or for otherwise acting
in good faith under this subsection 2.1B or under subsection 2.2D, and upon
funding of Loans by Lenders, and upon conversion or continuation of the
applicable basis for determining the interest rate with respect to any Loans
pursuant to subsection 2.2D, in each case in accordance with this Agreement,
pursuant to any such telephonic notice Company shall have effected Loans or a
conversion or continuation, as the case may be, hereunder.

            Company shall notify Administrative Agent prior to the funding of
any Loans in the event that any of the matters to which Company is required to
certify in the applicable Notice of Borrowing is no longer true and correct as
of the applicable Funding Date, and the acceptance by Company of the proceeds of
any Loans shall constitute a re-certification by Company, as of the applicable
Funding Date, as to the matters to which Company is required to certify in the
applicable Notice of Borrowing.

            Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a
Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion
to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu
thereof) shall be irrevocable on and after the related Interest Rate
Determination Date, and Company shall be bound to make a borrowing or to effect
a conversion or continuation in accordance therewith.

            C. DISBURSEMENT OF FUNDS. All Term Loans and Revolving Loans under
this Agreement shall be made by Lenders simultaneously and proportionately to
their respective Pro Rata Shares, it being understood that neither
Administrative Agent nor any Lender shall be responsible for any default by any
other Lender in that other Lender's obligation to make a Loan requested
hereunder nor shall the Commitment of any Lender to make the particular type of
Loan requested be increased or decreased as a result of a default by any other
Lender in that other Lender's obligation to make a Loan requested hereunder.
Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant
to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent
shall notify each Lender for that type of Loan or Swing Line Lender, as the case
may be, of the proposed borrowing. Each such Lender shall make the amount of its
Loan available to Administrative Agent not later than 11:00 A.M. (San Francisco
time) on the applicable Funding Date, and Swing Line Lender shall make the
amount of its Swing Line Loan available to Administrative Agent not later than
2:00 P.M. (San Francisco time) on the applicable Funding Date, in each case in
same day funds in Dollars, at the Funding and Payment Office. Except as provided
in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used
to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the
amount of a drawing under a Letter of Credit issued by it, upon satisfaction or
waiver of the conditions precedent specified in subsections 4.1 (in the case of
Loans made on the Closing Date) and 4.2 (in the case of all Loans),
Administrative Agent shall make the proceeds of such Loans available to Company
on the applicable Funding Date by causing an amount of same day funds in Dollars
equal to the proceeds of all such Loans received by Administrative Agent from
Lenders to be credited to the account of Company at the Funding and Payment
Office.

                                       32

<PAGE>

            Unless Administrative Agent shall have been notified by any Lender
prior to a Funding Date for any Loans that such Lender does not intend to make
available to Administrative Agent the amount of such Lender's Loan requested on
such Funding Date, Administrative Agent may assume that such Lender has made
such amount available to Administrative Agent on such Funding Date and
Administrative Agent may, in its sole discretion, but shall not be obligated to,
make available to Company a corresponding amount on such Funding Date. If such
corresponding amount is not in fact made available to Administrative Agent by
such Lender, Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender together with interest thereon,
for each day from such Funding Date until the date such amount is paid to
Administrative Agent, at the customary rate set by Administrative Agent for the
correction of errors among banks for three Business Days and thereafter at the
Base Rate. If such Lender does not pay such corresponding amount forthwith upon
Administrative Agent's demand therefor, Administrative Agent shall promptly
notify Company and Company shall immediately pay such corresponding amount to
Administrative Agent together with interest thereon, for each day from such
Funding Date until the date such amount is paid to Administrative Agent, at the
rate payable under this Agreement for Base Rate Loans. Nothing in this
subsection 2.1C shall be deemed to relieve any Lender from its obligation to
fulfill its Commitments hereunder or to prejudice any rights that Company may
have against any Lender as a result of any default by such Lender hereunder.

            D. THE REGISTER. Administrative Agent, acting for these purposes
solely as an agent of Company (it being acknowledged that Administrative Agent,
in such capacity, and its officers, directors, employees, agent and affiliates
shall constitute Indemnitees under subsection 10.3), shall maintain (and make
available for inspection by Company and Lenders upon reasonable prior notice at
reasonable times) at its address referred to in subsection 10.8 a register for
the recordation of, and shall record, the names and addresses of Lenders and the
Tranche A Term Loan Commitment, Tranche B Term Loan Commitment, Revolving Loan
Commitment, Swing Line Loan Commitment, Tranche A Term Loan, Tranche B Term
Loan, Revolving Loans and Swing Line Loans of each Lender from time to time (the
"REGISTER"). Company, Administrative Agent and Lenders shall deem and treat the
Persons listed as Lenders in the Register as the holders and owners of the
corresponding Commitments and Loans listed therein for all purposes hereof; all
amounts owed with respect to any Commitment or Loan shall be owed to the Lender
listed in the Register as the owner thereof; and any request, authority or
consent of any Person who, at the time of making such request or giving such
authority or consent, is listed in the Register as a Lender shall be conclusive
and binding on any subsequent holder, assignee or transferee of the
corresponding Commitments or Loans. Each Lender shall record on its internal
records the amount of its Loans and Commitments and each payment in respect
hereof, and any such recordation shall be conclusive and binding on Company,
absent manifest error, subject to the entries in the Register, which shall,
absent manifest error, govern in the event of any inconsistency with any
Lender's records. Failure to make any recordation in the Register or in any
Lender's records, or any error in such recordation, shall not affect any Loans
or Commitments or any Obligations in respect of any Loans.

            E. OPTIONAL NOTES. If so requested by any Lender by written notice
to Company (with a copy to Administrative Agent) at least two Business Days
prior to the Closing Date or at any time thereafter, Company shall execute and
deliver to such Lender (and/or, if applicable and if so specified in such
notice, to any Person who is an assignee of such Lender

                                       33

<PAGE>

pursuant to subsection 10.1) on the Closing Date (or, if such notice is
delivered after the Closing Date, promptly after Company's receipt of such
notice) a promissory note or promissory notes to evidence such Lender's Tranche
A Term Loan, Tranche B Term Loan, Revolving Loans or Swing Line Loans,
substantially in the form of Exhibit IV, Exhibit V, Exhibit VI or Exhibit VII
annexed hereto, respectively, with appropriate insertions.

      2.2   INTEREST ON THE LOANS.

            A. RATE OF INTEREST. Subject to the provisions of subsections 2.6
and 2.7, each Term Loan and each Revolving Loan shall bear interest on the
unpaid principal amount thereof from the date made through maturity (whether by
acceleration or otherwise) at a rate determined by reference to the Base Rate or
the Eurodollar Rate. Subject to the provisions of subsection 2.7, each Swing
Line Loan shall bear interest on the unpaid principal amount thereof from the
date made through maturity (whether by acceleration or otherwise) at a rate
determined by reference to the Base Rate. The applicable basis for determining
the rate of interest with respect to any Term Loan or any Revolving Loan shall
be selected by Company initially at the time a Notice of Borrowing is given with
respect to such Loan pursuant to subsection 2.1B, and the basis for determining
the interest rate with respect to any Term Loan or any Revolving Loan may be
changed from time to time pursuant to subsection 2.2D. If on any day a Term Loan
or Revolving Loan is outstanding with respect to which notice has not been
delivered to Administrative Agent in accordance with the terms of this Agreement
specifying the applicable basis for determining the rate of interest, then for
that day that Loan shall bear interest determined by reference to the Base Rate.

            (i) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the
      Tranche A Term Loans and the Revolving Loans shall bear interest through
      maturity as follows:

                  (a) if a Base Rate Loan, then at the sum of the Base Rate plus
            the Base Rate Margin set forth in the table below opposite the
            Consolidated Leverage Ratio for the four Fiscal Quarter period for
            which the applicable Compliance Certificate has been delivered
            pursuant to subsection 6.1(v); or

                  (b) if a Eurodollar Rate Loan, then at the sum of the
            Eurodollar Rate plus the Eurodollar Rate Margin set forth in the
            table below opposite the Consolidated Leverage Ratio for the four
            Fiscal Quarter period for which the applicable Compliance
            Certificate has been delivered pursuant to subsection 6.1(v):

                                       34

<PAGE>

<TABLE>
<CAPTION>
                                                            Revolving Loans                       Tranche A Term Loans
                                                      ----------------------------         ----------------------------
                                    Consolidated      Eurodollar                           Eurodollar
                                      Leverage           Rate             Base                Rate             Base
                                       Ratio            Margin         Rate Margin           Margin         Rate Margin
                                    ------------      -----------      -----------         ----------       -----------
<S>                                 <C>               <C>              <C>                 <C>              <C>
Greater than
Or equal to                            2.50:1.00           2.75%           1.75%               3.00%            2.00%

Greater than or equal to               2.00:1.00
but less than                          2.50:1.00           2.50%           1.50%               2.75%            1.75%

Greater than or equal to               1.50:1.00
but less than                          2.00:1.00           2.25%           1.25%               2.50%            1.50%

Greater than or equal to               1.00:1.00
but less than                          1.50:1.00           2.00%           1.00%               2.25%            1.25%

Less than                              1.00:1.00           1.75%           0.75%               2.00%            1.00%
</TABLE>

            provided that, until the delivery of the first Compliance
            Certificate after the six-month anniversary of the Closing Date, the
            applicable margin for Tranche A Term Loans that are Eurodollar Rate
            Loans shall be 2.50% per annum and for Tranche A Term Loans that are
            Base Rate Loans shall be 1.50% per annum and the applicable margin
            for Revolving Loans that are Eurodollar Rate Loans shall be 2.25%
            per annum and for Revolving Loans that are Base Rate Loans shall be
            1.25% per annum.

            (ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7,
      the Tranche B Term Loans shall bear interest through maturity as follows:

                  (a) if a Base Rate Loan, then at the sum of the Base Rate plus
            the Base Rate Margin set forth in the table below opposite the
            Consolidated Leverage Ratio for the four-Fiscal Quarter period for
            which the applicable Compliance Certificate has been delivered
            pursuant to subsection 6.1(v); or

                  (b) if a Eurodollar Rate Loan, then at the sum of the
            Eurodollar Rate plus the Eurodollar Rate Margin set forth in the
            table below opposite the Consolidated Leverage Ratio for the
            four-Fiscal Quarter period for which the applicable Compliance
            Certificate has been delivered pursuant to subsection 6.1(v):

                                       35

<PAGE>

<TABLE>
<CAPTION>
                                       Consolidated                Eurodollar Rate                   Base
                                      Leverage Ratio                   Margin                     Rate Margin
                                      --------------               ---------------                -----------
<S>                                   <C>                          <C>                            <C>
Greater than
or equal to                                2.25:1.00                    3.50%                         2.50%

Greater than
or equal to                                2.00:1.00
but less than                              2.25:1.00                    3.25%                         2.25%

Greater than
or equal to                                1.50:1.00
but less than                              2.00:1.00                    3.00%                         2.00%

Less than                                  1.50:1.00                    2.75%                         1.75%
</TABLE>

            provided that, until the delivery of the first Compliance
            Certificate after the six-month anniversary of the Closing Date, the
            applicable margin for Tranche B Term Loans that are Eurodollar Rate
            Loans shall be 3.00% per annum and for Tranche B Term Loans that are
            Base Rate Loans shall be 2.00% per annum.

            (iii) Upon delivery of the Compliance Certificate by Company to
      Administrative Agent pursuant to subsection 6.1(v), the Base Rate Margin
      and the Eurodollar Rate Margin shall automatically be adjusted in
      accordance with such Compliance Certificate, such adjustment to become
      effective on the third succeeding Business Day following the receipt by
      Administrative Agent of such Compliance Certificate (subject to the
      provisions of the foregoing clauses (i) and (ii)); provided that, if at
      any time a Compliance Certificate is not delivered at the time required
      pursuant to subsection 6.1(v), from the time such Compliance Certificate
      was required to be delivered until delivery of such Compliance
      Certificate, the applicable margins shall be the maximum percentage amount
      for the relevant Loan set forth above.

            (iv) Subject to the provisions of subsections 2.2E, 2.2G and 2.7,
      the Swing Line Loans shall bear interest through maturity at the sum of
      the Base Rate plus the applicable Base Rate Margin for Revolving Loans
      minus a rate equal to the commitment fee percentage then in effect as
      determined pursuant to subsection 2.3A.

            B. INTEREST PERIODS. In connection with each Eurodollar Rate Loan,
Company may, pursuant to the applicable Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, select an interest period (each an
"INTEREST PERIOD") to be applicable to such Loan, which Interest Period shall
be, at Company's option, either a one, two, three or six month period; provided
that:

            (i) the initial Interest Period for any Eurodollar Rate Loan shall
      commence on the Funding Date in respect of such Loan, in the case of a
      Loan initially made as a

                                       36

<PAGE>

      Eurodollar Rate Loan, or on the date specified in the applicable Notice of
      Conversion/Continuation, in the case of a Loan converted to a Eurodollar
      Rate Loan;

            (ii) in the case of immediately successive Interest Periods
      applicable to a Eurodollar Rate Loan continued as such pursuant to a
      Notice of Conversion/Continuation, each successive Interest Period shall
      commence on the day on which the next preceding Interest Period expires;

            (iii) if an Interest Period would otherwise expire on a day that is
      not a Business Day, such Interest Period shall expire on the next
      succeeding Business Day; provided that, if any Interest Period would
      otherwise expire on a day that is not a Business Day but is a day of the
      month after which no further Business Day occurs in such month, such
      Interest Period shall expire on the next preceding Business Day;

            (iv) 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, subject to clause (v) of this subsection 2.2B, end on the
      last Business Day of a calendar month;

            (v) no Interest Period with respect to any portion of the Tranche A
      Term Loans shall extend beyond December 23, 2008, no Interest Period with
      respect to any portion of the Tranche B Term Loans shall extend beyond
      December 23, 2009, and no Interest Period with respect to any portion of
      the Revolving Loans shall extend beyond the Revolving Loan Commitment
      Termination Date;

            (vi) no Interest Period with respect to any type of Term Loans shall
      extend beyond a date on which Company is required to make a scheduled
      payment of principal of such type of Term Loans, unless the sum of (a) the
      aggregate principal amount of such type of Term Loans that are Base Rate
      Loans plus (b) the aggregate principal amount of such type of Term Loans
      that are Eurodollar Rate Loans with Interest Periods expiring on or before
      such date equals or exceeds the principal amount required to be paid on
      such type of Term Loans on such date;

            (vii) there shall be no more than ten Interest Periods outstanding
      at any time; and

            (viii) in the event Company fails to specify an Interest Period for
      any Eurodollar Rate Loan in the applicable Notice of Borrowing or Notice
      of Conversion/Continuation, Company shall be deemed to have selected an
      Interest Period of one month.

            C. INTEREST PAYMENTS. Subject to the provisions of subsection 2.2E,
interest on each Loan shall be payable in arrears on and to each Interest
Payment Date applicable to that Loan, upon any prepayment of that Loan (to the
extent accrued on the amount being prepaid) and at maturity (including final
maturity); provided that in the event any Swing Line Loans or any Revolving
Loans that are ase Rate Loans are prepaid pursuant to subsection 2.4B(i),
interest accrued on such Loans through the date of such prepayment shall be
payable on the next succeeding Interest Payment Date applicable to Base Rate
Loans (or, if earlier, at final maturity).

                                       37

<PAGE>

            D. CONVERSION OR CONTINUATION. Subject to the provisions of
subsection 2.6, Company shall have the option (i) to convert at any time all or
any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or
Revolving Loans equal to $500,000 and multiples of $100,000 in excess of that
amount from Loans bearing interest at a rate determined by reference to one
basis to Loans bearing interest at a rate determined by reference to an
alternative basis or (ii) upon the expiration of any Interest Period applicable
to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to
$500,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate
Loan; provided, however, that a Eurodollar Rate Loan may only be converted into
a Base Rate Loan on the expiration date of an Interest Period applicable
thereto.

            Company shall deliver a duly executed Notice of
Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (San
Francisco time) at least one Business Day in advance of the proposed conversion
date (in the case of a conversion to a Base Rate Loan) and at least three
Business Days in advance of the proposed conversion/continuation date (in the
case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu
of delivering a Notice of Conversion/Continuation, Company may give
Administrative Agent telephonic notice by the required time of any proposed
conversion/continuation under this subsection 2.2D; provided that such notice
shall be promptly confirmed in writing by delivery of a duly executed Notice of
Conversion/Continuation to Administrative Agent on or before the proposed
conversion/continuation date. Upon receipt of written or telephonic notice of
any proposed conversion/continuation under this subsection 2.2D, Administrative
Agent shall promptly transmit such notice by telefacsimile or telephone to each
Lender of the Loan subject to the Notice of Conversion/Continuation.

            E. DEFAULT RATE. Upon the occurrence and during the continuation of
any Event of Default, the outstanding principal amount of all Loans and, to the
extent permitted by applicable law, any interest payments thereon not paid when
due and any fees and other amounts then due and payable hereunder, shall
thereafter bear interest (including post-petition interest in any proceeding
under the Bankruptcy Code or other applicable bankruptcy laws) payable upon
demand at a rate that is 2% per annum in excess of the interest rate otherwise
payable under this Agreement with respect to the applicable Loans (or, in the
case of any such fees and other amounts, at a rate which is 2% per annum in
excess of the interest rate otherwise payable under this Agreement for Base Rate
Loans); provided that, in the case of Eurodollar Rate Loans, upon the expiration
of the Interest Period in effect at the time any such increase in interest rate
is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans
and shall thereafter bear interest payable upon demand at a rate which is 2% per
annum in excess of the interest rate otherwise payable under this Agreement for
Base Rate Loans. Payment or acceptance of the increased rates of interest
provided for in this subsection 2.2E is not a permitted alternative to timely
payment and shall not constitute a waiver of any Event of Default or otherwise
prejudice or limit any rights or remedies of Administrative Agent or any Lender.

            F. COMPUTATION OF INTEREST. Interest on the Loans shall be computed
(i) in the case of Base Rate Loans, on the basis of a 365-day or 366-day year,
as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis
of a 360-day year, in each case for the actual number of days elapsed in the
period during which it accrues. In computing interest on any Loan, the date of
the making of such Loan or the first day of an Interest Period applicable to

                                       38

<PAGE>

such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar
Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate
Loan, as the case may be, shall be included, and the date of payment of such
Loan or the expiration date of an Interest Period applicable to such Loan or,
with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the
date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the
case may be, shall be excluded; provided that if a Loan is repaid on the same
day on which it is made, one day's interest shall be paid on that Loan.

            G. MAXIMUM RATE. Notwithstanding the foregoing provisions of this
subsection 2.2, in no event shall the rate of interest payable by Company with
respect to any Loan exceed the maximum rate of interest permitted to be charged
under applicable law.

      2.3   FEES.

            A. COMMITMENT FEES. Company agrees to pay to Administrative Agent,
for distribution to each Revolving Lender in proportion to that Lender's Pro
Rata Share, commitment fees for the period from and including the Closing Date
to and excluding the Revolving Loan Commitment Termination Date equal to the
average of the daily excess of the Revolving Loan Commitments over the sum of
(i) the aggregate principal amount of outstanding Revolving Loans (but not any
outstanding Swing Line Loans) plus (ii) the Letter of Credit Usage multiplied by
a rate per annum equal to the percentage set forth in the table below opposite
the Consolidated Leverage Ratio for the four Fiscal Quarter period for which the
applicable Compliance Certificate has been delivered pursuant to subsection
6.1(v):

<TABLE>
<CAPTION>
          Consolidated                                 Commitment
        Leverage Ratio                               Fee Percentage
----------------------------------                   --------------
<S>                                                  <C>
Greater than or equal to                                  0.50%
2.00:1.00

Greater than or equal to                                 0.375%
1:00:1.00  but less than
2.00:1.00

Less than 1.00:1.00                                       0.25%
</TABLE>

such commitment fees to be calculated on the basis of a 365-day or 366-day year,
as the case may be, and the actual number of days elapsed and to be payable
quarterly in arrears on March 31, June 30, September 30 and December 31 of each
year, commencing on the first such date to occur after the Closing Date, and on
the Revolving Loan Commitment Termination Date; provided that until the delivery
of the first Compliance Certificate after the six-month anniversary of the
Closing Date the applicable commitment fee percentage shall be 0.50% per annum.
Upon delivery of the Compliance Certificate by Company to Administrative Agent
pursuant to subsection 6.1(v), the applicable commitment fee percentage shall
automatically be adjusted in accordance with such Compliance Certificate, such
adjustment to become effective

                                       39

<PAGE>

on the third succeeding Business Day following the receipt by Administrative
Agent of such Compliance Certificate; provided that, if at any time a Compliance
Certificate is not delivered at the time required pursuant to subsection 6.1(v),
from the time such Compliance Certificate was required to be delivered until
delivery of such Compliance Certificate, the applicable commitment fee
percentage shall be the maximum percentage amount set forth above.

            B. OTHER FEES. Company agrees to pay to Administrative Agent such
fees in the amounts and at the times separately agreed upon between Company and
Administrative Agent.

      2.4   REPAYMENTS, PREPAYMENTS AND REDUCTIONS IN REVOLVING LOAN
            COMMITMENTS; GENERAL PROVISIONS REGARDING PAYMENTS; APPLICATION OF
            PROCEEDS OF COLLATERAL AND PAYMENTS UNDER GUARANTIES.

            A. SCHEDULED PAYMENTS OF TERM LOANS.

            (i) Scheduled Payments of Tranche A Term Loans. Company shall make
      principal payments on the Tranche A Term Loans in installments on the
      dates and in the amounts set forth below:

<TABLE>
<CAPTION>
       Date                                  Scheduled Repayment
------------------                           -------------------
<S>                                          <C>
March 31, 2004                               $           500,000
June 30, 2004                                $           500,000
September 30, 2004                           $           500,000
December 31, 2004                            $           500,000
March 31, 2005                               $           750,000
June 30, 2005                                $           750,000
September 30, 2005                           $           750,000
December 31, 2005                            $           750,000
March 31, 2006                               $         1,250,000
June 30, 2006                                $         1,250,000
September 30, 2006                           $         1,250,000
December 31, 2006                            $         1,250,000
March 31, 2007                               $         1,250,000
June 30, 2007                                $         1,250,000
September 30, 2007                           $         1,250,000
December 31, 2007                            $         1,250,000
March 31, 2008                               $         1,250,000
June 30, 2008                                $         1,250,000
September 30, 2008                           $         1,250,000
December 23, 2008                            $         1,250,000
</TABLE>

; provided that the scheduled installments of principal of the Tranche A Term
Loans set forth above shall be reduced in connection with any voluntary or
mandatory prepayments of the Tranche A Term Loans in accordance with subsection
2.4B(iv); and provided, further that the

                                       40

<PAGE>

Tranche A Term Loans and all other amounts owed hereunder with respect to the
Tranche A Term Loans shall be paid in full no later than December 23, 2008, and
the final installment payable by Company in respect of the Tranche A Term Loans
on such date shall be in an amount, if such amount is different from that
specified above, sufficient to repay all amounts owing by Company under this
Agreement with respect to the Tranche A Term Loans.

            (ii) Scheduled Payments of Tranche B Term Loans. Company shall make
      principal payments on the Tranche B Term Loans in installments on the
      dates and in the amounts set forth below:

<TABLE>
<CAPTION>
      Date                                   Scheduled Repayment
------------------                           -------------------
<S>                                          <C>
March 31, 2004                               $           100,000
June 30, 2004                                $           100,000
September 30, 2004                           $           100,000
December 31, 2004                            $           100,000
March 31, 2005                               $           100,000
June 30, 2005                                $           100,000
September 30, 2005                           $           100,000
December 31, 2005                            $           100,000
March 31, 2006                               $           100,000
June 30, 2006                                $           100,000
September 30, 2006                           $           100,000
December 31, 2006                            $           100,000
March 31, 2007                               $           100,000
June 30, 2007                                $           100,000
September 30, 2007                           $           100,000
December 31, 2007                            $           100,000
March 31, 2008                               $           100,000
June 30, 2008                                $           100,000
September 30, 2008                           $           100,000
December 31, 2008                            $           100,000
March 31, 2009                               $         9,500,000
June 30, 2009                                $         9,500,000
September 30, 2009                           $         9,500,000
December 23, 2009                            $         9,500,000
</TABLE>

; provided that the scheduled installments of principal of the Tranche B Term
Loans set forth above shall be reduced in connection with any voluntary or
mandatory prepayments of the Tranche B Term Loans in accordance with subsection
2.4B(iv); and provided, further that the Tranche B Term Loans and all other
amounts owed hereunder with respect to the Tranche B Term Loans shall be paid in
full no later than December 23, 2009, and the final installment payable by
Company in respect of the Tranche B Term Loans on such date shall be in an
amount, if such amount is different from that specified above, sufficient to
repay all amounts owing by Company under this Agreement with respect to the
Tranche B Term Loans.

            B. PREPAYMENTS AND REDUCTIONS IN REVOLVING LOAN COMMITMENTS.

                                       41

<PAGE>

            (i) Voluntary Prepayments. Company may, upon written or telephonic
      notice to Administrative Agent on or prior to 12:00 Noon (San Francisco
      time) on the date of prepayment, which notice, if telephonic, shall be
      promptly confirmed in writing, at any time and from time to time prepay,
      without premium or penalty, any Swing Line Loan on any Business Day in
      whole or in part in an aggregate minimum amount, unless otherwise agreed
      by Administrative Agent and Swing Line Lender from time to time, of
      $500,000 and multiples of $100,000 in excess of that amount. Subject to
      subsection 2.6D, Company may, upon not less than one Business Day's prior
      written or telephonic notice, in the case of Base Rate Loans, and three
      Business Days' prior written or telephonic notice, in the case of
      Eurodollar Rate Loans, in each case given to Administrative Agent by 12:00
      Noon (San Francisco time) on the date required and, if given by telephone,
      promptly confirmed in writing to Administrative Agent, who will promptly
      notify each Lender whose Loans are to be prepaid of such prepayment, at
      any time and from time to time prepay, without premium or penalty, any
      Tranche A Term Loans, Tranche B Term Loans or Revolving Loans on any
      Business Day in whole or in part in an aggregate minimum amount of
      $500,000 and multiples of $100,000 in excess of that amount. Notice of
      prepayment having been given as aforesaid, the principal amount of the
      Loans specified in such notice shall become due and payable on the
      prepayment date specified therein. Any such voluntary prepayment shall be
      applied as specified in subsection 2.4B(iv).

            (ii) Voluntary Reductions of Revolving Loan Commitments. Company
      may, upon not less than three Business Days' prior written or telephonic
      notice confirmed in writing to Administrative Agent, who will promptly
      notify each Revolving Lender, at any time and from time to time terminate
      in whole or permanently reduce in part, without premium or penalty, the
      Revolving Loan Commitments in an amount up to the amount by which the
      Revolving Loan Commitments exceed the Total Utilization of Revolving Loan
      Commitments at the time of such proposed termination or reduction;
      provided that any such partial reduction of the Revolving Loan Commitments
      shall be in an aggregate minimum amount of $1,000,000 and multiples of
      $1,000,000 in excess of that amount. Company's notice to Administrative
      Agent shall designate the date (which shall be a Business Day) of such
      termination or reduction and the amount of any partial reduction, and such
      termination or reduction of the Revolving Loan Commitments shall be
      effective on the date specified in Company's notice and shall reduce the
      Revolving Loan Commitment of each Revolving Lender proportionately to its
      Pro Rata Share. Any such voluntary reduction of the Revolving Loan
      Commitments shall be applied as specified in subsection 2.4B(iv).

            (iii) Mandatory Prepayments and Mandatory Reductions of Revolving
      Loan Commitments. The Loans shall be prepaid and/or the Revolving Loan
      Commitments shall be permanently reduced in the amounts and under the
      circumstances set forth below, all such prepayments and/or reductions to
      be applied as set forth below or as more specifically provided in
      subsection 2.4B(iv):

                  (a) Prepayments and Reductions From Net Asset Sale Proceeds.
            No later than the date of receipt by Company or any of its
            Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset
            Sale, Company shall either (1) prepay

                                       42

<PAGE>

            the Loans and/or the Revolving Loan Commitments shall be permanently
            reduced in an aggregate amount equal to such Net Asset Sale Proceeds
            or (2), so long as no Potential Event of Default under subsection
            8.1, 8.6, 8.7 or 8.9 or Event of Default shall have occurred and be
            continuing and no Potential Event of Default under subsection 8.8
            shall have occurred and be continuing for more than 30 days and to
            the extent that aggregate Net Asset Sale Proceeds from the Closing
            Date through the date of determination do not exceed $500,000,
            deliver to Administrative Agent an Officer's Certificate setting
            forth (x) that portion of such Net Asset Sale Proceeds that Company
            or such Subsidiary intends to reinvest in equipment or other
            productive assets of the general type used in the business of
            Company and its Subsidiaries within 180 days of such date of receipt
            and (y) the proposed use of such portion of the Net Asset Sale
            Proceeds and such other information with respect to such
            reinvestment as Administrative Agent may reasonably request, and
            Company shall, or shall cause one or more of its Subsidiaries to,
            within such 180-day period apply such portion to such reinvestment
            purposes; provided, however, that such portion of the Net Asset Sale
            Proceeds shall be applied to prepay outstanding Revolving Loans
            (without a reduction in Revolving Loan Commitments) to the full
            extent thereof. In addition, Company shall, no later than 180 days
            after receipt of such Net Asset Sale Proceeds that have not
            theretofore been applied to the Obligations or that have not been so
            reinvested as provided above, make an additional prepayment of the
            Loans (and/or the Revolving Loan Commitments shall be permanently
            reduced) in the full amount of all such Net Asset Sale Proceeds that
            have not been so applied or reinvested.

                  (b) Prepayments and Reductions from Net Insurance/Condemnation
            Proceeds. No later than the first Business Day following the date of
            receipt by Administrative Agent or by Company or any of its
            Subsidiaries of any Net Insurance/Condemnation Proceeds that are
            required to be applied to prepay the Loans and/or reduce the
            Revolving Loan Commitments pursuant to the provisions of subsection
            6.4C, Company shall prepay the Loans and/or the Revolving Loan
            Commitments shall be permanently reduced in an aggregate amount
            equal to the amount of such Net Insurance/Condemnation Proceeds.

                  (c) Prepayments and Reductions Due to Issuance of Equity
            Securities. No later than the date of receipt of the Net Securities
            Proceeds from (1) the issuance of any Capital Stock of Holdings or
            of any Subsidiary of Holdings or (2) any capital contribution to
            Holdings or any of its Subsidiaries by any holder of Capital Stock
            thereof after the Closing Date (in each case other than (A) equity
            Securities of Holdings issued to effect a Permitted Acquisition, (B)
            capital contributions to Subsidiaries of Company permitted under
            subsection 7.3 and (C) equity Securities of Holdings issued to new
            members of management of Company in an aggregate amount not to
            exceed $1,000,000), Company shall prepay the Loans and/or the
            Revolving Loan Commitments shall be permanently reduced in an
            aggregate amount equal to 50% of such Net Securities Proceeds.

                                       43

<PAGE>

                  (d) Prepayments and Reductions Due to Issuance of
            Indebtedness. No later than the date of receipt of the Net
            Securities Proceeds from the issuance of any Indebtedness of
            Holdings or of any Subsidiary of Holdings after the Closing Date,
            other than Indebtedness permitted pursuant to subsection 7.1,
            Company shall prepay the Loans and/or the Revolving Loan Commitments
            shall be permanently reduced in an aggregate amount equal to such
            Net Securities Proceeds.

                  (e) Prepayments and Reductions from Consolidated Excess Cash
            Flow. In the event that there shall be Consolidated Excess Cash Flow
            for any Fiscal Year (commencing with Fiscal Year 2004), Company
            shall, no later than 90 days after the end of such Fiscal Year,
            prepay the Loans and/or the Revolving Loan Commitments shall be
            permanently reduced in an aggregate amount equal to 50% of such
            Consolidated Excess Cash Flow, provided that such percentage shall
            be reduced to 0% of Consolidated Excess Cash Flow in respect of any
            Fiscal Year for which the Consolidated Leverage Ratio (determined as
            of the last day of such Fiscal Year) is less than or equal to 2.0 to
            1.0.

                  (f) Calculations of Net Proceeds Amounts; Additional
            Prepayments and Reductions Based on Subsequent Calculations.
            Concurrently with any prepayment of the Loans and/or reduction of
            the Revolving Loan Commitments pursuant to subsections
            2.4B(iii)(a)-(e), Company shall deliver to Administrative Agent an
            Officer's Certificate demonstrating the calculation of the amount of
            the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation
            Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow,
            as the case may be, that gave rise to such prepayment and/or
            reduction. In the event that Company shall subsequently determine
            that the actual amount was greater than the amount set forth in such
            Officer's Certificate, Company shall promptly make an additional
            prepayment of the Loans (and/or, if applicable, the Revolving Loan
            Commitments shall be permanently reduced) in an amount equal to the
            amount of such excess, and Company shall concurrently therewith
            deliver to Administrative Agent an Officer's Certificate
            demonstrating the derivation of the additional amount resulting in
            such excess.

                  (g) Prepayments Due to Reductions or Restrictions of Revolving
            Loan Commitments. Company shall from time to time prepay first the
            Swing Line Loans and second the Revolving Loans to the extent
            necessary so that the Total Utilization of Revolving Loan
            Commitments shall not at any time exceed the Revolving Loan
            Commitments then in effect.

                  (h) Prepayments and Reductions from Term Loan Proceeds Not
            Used Pursuant to Subsection 2.5A. No later than March 16, 2004,
            Company shall prepay the Loans and/or the Revolving Loan Commitments
            shall be permanently reduced in an aggregate amount equal to any
            portion of the amount of proceeds described in clause (ii) of
            subsection 2.5A that has not been used for the purposes specified in
            such clause by March 15, 2004 (excluding the amount of proceeds
            retained pending vesting of employee stock options).

                                       44

<PAGE>

            (iv) Application of Prepayments and Reductions of Revolving Loan
      Commitments.

                  (a) Application of Voluntary Prepayments by Type of Loans and
            Order of Maturity. Any voluntary prepayments pursuant to subsection
            2.4B(i) shall be applied as specified by Company in the applicable
            notice of prepayment. In the event Company fails to specify the
            Loans to which any such prepayment shall be applied, such prepayment
            shall be applied first to repay outstanding Swing Line Loans to the
            full extent thereof, second to repay outstanding Revolving Loans to
            the full extent thereof, and third to repay outstanding Term Loans
            to the full extent thereof and any such voluntary prepayments of the
            Term Loans pursuant to subsection 2.4B(i) as to which no such
            application is specified shall be applied to prepay the Tranche A
            Term Loans and the Tranche B Term Loans on a pro rata basis (in
            accordance with the respective outstanding principal amounts
            thereof) and to reduce the scheduled installments of principal of
            the Tranche A Term Loans and Tranche B Term Loans set forth in
            subsections 2.4A(i) and 2.4A(ii) on a pro rata basis (in accordance
            with the respective outstanding principal amounts thereof) to each
            remaining scheduled installment of principal of the Tranche A Term
            Loans or the Tranche B Term Loans, as the case may be, set forth in
            subsection 2.4A(i) or 2.4A(ii), respectively. Notwithstanding the
            foregoing, in the case of any voluntary prepayment of the Tranche B
            Term Loans, Company may elect to offer the Lenders of the Tranche B
            Term Loans the option to waive the right to receive the amount of
            such voluntary prepayment of the Tranche B Term Loans. If any Lender
            or Lenders elect to waive the right to receive the amount of such
            voluntary prepayment, all of the amount that otherwise would have
            been applied to voluntarily prepay the Tranche B Term Loans of such
            Lender or Lenders shall be applied instead to the further prepayment
            of the Tranche A Term Loans to the extent any are then outstanding,
            and thereafter to the voluntary prepayment of the Revolving Loans
            and permanent reduction of the Revolving Loan Commitments.

                  (b) Application of Mandatory Prepayments by Type of Loans.
            Except as provided in subsection 2.4D, any amount required to be
            applied as a mandatory prepayment of the Loans and/or a reduction of
            the Revolving Loan Commitments pursuant to subsections
            2.4B(iii)(a)-(f) shall be applied first to prepay the Term Loans to
            the full extent thereof as provided in subsection 2.4B(iv)(c),
            second, to the extent of any remaining portion of such amount, to
            prepay the Swing Line Loans to the full extent thereof and to
            permanently reduce the Revolving Loan Commitments by the amount of
            such prepayment, third, to the extent of any remaining portion of
            such amount, to prepay the Revolving Loans to the full extent
            thereof and to further permanently reduce the Revolving Loan
            Commitments by the amount of such prepayment, and fourth, to the
            extent of any remaining portion of such amount, to further
            permanently reduce the Revolving Loan Commitments to the full extent
            thereof. Any mandatory reduction of Revolving Loan Commitments
            pursuant to this subsection 2.4B shall be in proportion to each
            Revolving Lender's Pro Rata Share.

                                       45

<PAGE>

                  (c) Application of Mandatory Prepayments of Term Loans to
            Tranche A Term Loans and Tranche B Term Loans and the Scheduled
            Installments of Principal Thereof. Any mandatory prepayments of the
            Term Loans pursuant to subsection 2.4B(iii) shall be applied to
            prepay the Tranche A Term Loans and the Tranche B Term Loans on a
            pro rata basis (in accordance with the respective outstanding
            principal amounts thereof). Any such mandatory prepayments applied
            to the Tranche A Term Loans or the Tranche B Term Loans shall be
            applied to reduce the scheduled installments of principal of the
            Tranche A Term Loans or the Tranche B Term Loans, as the case may
            be, set forth in subsection 2.4A(i) or 2.4A(ii), respectively, as
            follows:

                        (1) Net Asset Sale Proceeds, Net Insurance/Condemnation
                  Proceeds and Net Securities Proceeds. Any such mandatory
                  prepayments pursuant to subsections 2.4B(iii)(a), (b), (c) or
                  (d) (and any related such mandatory prepayments pursuant to
                  subsection 2.4B(iii)(f)) shall be applied to reduce such
                  scheduled installments on a pro rata basis (in accordance with
                  the respective outstanding principal amounts thereof) to each
                  such remaining scheduled installment.

                        (2) Consolidated Excess Cash Flow. Any such mandatory
                  prepayments pursuant to subsections 2.4B(iii)(e) (and any
                  related such mandatory prepayments pursuant to subsection
                  2.4B(iii)(f)) shall be applied to reduce such scheduled
                  installments first to the next two scheduled installments in
                  forward chronological order, and then, on a pro rata basis (in
                  accordance with the respective outstanding principal amounts
                  thereof) to each remaining scheduled installment that is
                  unpaid at the time of such prepayment.

            Notwithstanding the foregoing, in the case of any mandatory
            prepayment of the Tranche B Term Loans, Company may elect to offer
            the Lenders of the Tranche B Term Loans the option to waive the
            right to receive the amount of such mandatory prepayment of the
            Tranche B Term Loans. If any Lender or Lenders elect to waive the
            right to receive the amount of such mandatory prepayment, all of the
            amount that otherwise would have been applied to mandatorily prepay
            the Tranche B Term Loans of such Lender or Lenders shall be applied
            instead to the further prepayment of the Tranche A Term Loans to the
            extent any are then outstanding, and thereafter to the mandatory
            prepayment of the Revolving Loans and permanent reduction of the
            Revolving Loan Commitments.

                  (d) Application of Prepayments to Base Rate Loans and
            Eursodollar Rate Loans. Considering Tranche A Term Loans, Tranche B
            Term Loans and Revolving Loans being prepaid separately, any
            prepayment thereof shall be applied first to Base Rate Loans to the
            full extent thereof before application to Eurodollar Rate Loans, in
            each case in a manner which minimizes the amount of any payments
            required to be made by Company pursuant to subsection 2.6D.

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<PAGE>

            C. GENERAL PROVISIONS REGARDING PAYMENTS.

            (i) Manner and Time of Payment. All payments by Company of
      principal, interest, fees and other Obligations hereunder shall be made in
      Dollars in same day funds, without defense, setoff or counterclaim, free
      of any restriction or condition, and delivered to Administrative Agent not
      later than 12:00 Noon (San Francisco time) on the date due at the Funding
      and Payment Office for the account of Lenders; funds received by
      Administrative Agent after that time on such due date shall be deemed to
      have been paid by Company on the next succeeding Business Day. Company
      hereby authorizes Administrative Agent to charge its accounts with
      Administrative Agent in order to cause timely payment to be made to
      Administrative Agent of all principal, interest, fees and expenses due
      hereunder (subject to sufficient funds being available in its accounts for
      that purpose).

            (ii) Application of Payments to Principal and Interest. Except as
      provided in subsection 2.2C, all payments in respect of the principal
      amount of any Loan shall include payment of accrued interest on the
      principal amount being repaid or prepaid, and all such payments (and, in
      any event, any payments in respect of any Loan on a date when interest is
      due and payable with respect to such Loan) shall be applied to the payment
      of interest before application to principal.

            (iii) Apportionment of Payments. Aggregate principal and interest
      payments in respect of Term Loans and Revolving Loans shall be apportioned
      among all outstanding Loans to which such payments relate, in each case
      proportionately to Lenders' respective Pro Rata Shares. Administrative
      Agent shall promptly distribute to each Lender, at the account specified
      in the payment instructions set forth below its name on the appropriate
      signature page hereof or at such other account as such Lender may request
      in subsequent payment instructions delivered to Administrative Agent by
      such Lender, its Pro Rata Share of all such payments received by
      Administrative Agent and the commitment fees and letter of credit fees of
      such Lender, if any, when received by Administrative Agent pursuant to
      subsection 2.3 and subsection 3.2. Notwithstanding the foregoing
      provisions of this subsection 2.4C(iii), if, pursuant to the provisions of
      subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to
      any Affected Lender or if any Affected Lender makes Base Rate Loans in
      lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative
      Agent shall give effect thereto in apportioning interest payments received
      thereafter.

            (iv) Payments on Business Days. Whenever any payment to be made
      hereunder shall be stated to be due on a day that is not a Business Day,
      such payment shall be made on the next succeeding Business Day and such
      extension of time shall be included in the computation of the payment of
      interest hereunder or of the commitment fees hereunder, as the case may
      be.

            (v) Notation of Payment. Each Lender agrees that before disposing of
      any Note held by it, or any part thereof (other than by granting
      participations therein), that Lender will make a notation thereon of all
      Loans evidenced by that Note and all principal payments previously made
      thereon and of the date to which interest thereon has been

                                       47

<PAGE>

      paid; provided that the failure to make (or any error in the making of) a
      notation of any Loan made under such Note shall not limit or otherwise
      affect the obligations of Company hereunder or under such Note with
      respect to any Loan or any payments of principal or interest on such Note.

            D. APPLICATION OF PROCEEDS OF COLLATERAL AND PAYMENTS AFTER EVENT OF
DEFAULT. Upon the occurrence and during the continuation of an Event of Default,
if requested by Requisite Lenders all payments received on account of the
Secured Obligations, whether from Company, from Holdings or from any Subsidiary
Guarantor or otherwise and all proceeds received by Administrative Agent in
respect of any sale of, collection from, or other realization upon all or any
part of the Collateral under any Collateral Document shall be applied or held by
the Administrative Agent as provided in Section 17 of the Security Agreement.

      2.5   USE OF PROCEEDS.

            A. TERM LOANS. The proceeds of the Term Loans (excluding the
proceeds of Term Loans outstanding under (and as defined in) the Original Credit
Agreement on the Closing Date) shall be used by Company as follows:

      (i) on the Closing Date, up to $22,000,000 shall be used to repurchase,
      redeem, defease or otherwise retire all of the Subordinated Notes;

      (ii) on or prior to March 15, 2004 (or in the case of bonuses to holders
      of employee stock options, when the holders' rights to purchase shares of
      Holdings Common Stock pursuant to such options become vested), up to
      $25,000,000 shall be distributed to PRA Sub, which in turn will distribute
      funds to Holdings, which in turn will (a) purchase shares, or stock
      options or warrants to purchase shares, of Holdings Common Stock, (b)
      purchase, or cause 4063988 Canada Inc. or any other Subsidiary to
      purchase, Exchangeable Shares, (c) make a dividend distribution to holders
      of Holdings Common Stock, (d) make, or cause 4063988 Canada Inc. or any
      other Subsidiary to make, a dividend distribution to holders of
      Exchangeable Shares, and (e) pay bonuses to holders of vested and unvested
      employee stock options to purchase Holdings Common Stock; and

      (iii) to pay the fees payable on the Closing Date referred to in
      subsection 2.3, to pay expenses payable in connection with this Agreement
      pursuant to subsection 10.2, and to pay the fees and expenses payable in
      connection with the transactions contemplated by clause (ii) of this
      subsection 2.5A.

            B. REVOLVING LOANS; SWING LINE LOANS. The proceeds of the Revolving
Loans and any Swing Line Loans shall be applied by Company for working capital
and other general corporate purposes, which may include the making of
intercompany loans to any of Company's wholly-owned Subsidiaries in accordance
with subsection 7.1(iii) for their own general corporate purposes; provided that
the proceeds of the Revolving Loans may be used by Company from time to time to
finance Permitted Acquisitions only if after giving effect to the consummation
of such Permitted Acquisition the unused portion of the Revolving Loan
Commitments is at least $10,000,000.

                                       48

<PAGE>

            C. MARGIN REGULATIONS. No portion of the proceeds of any borrowing
under this Agreement shall be used by Company or any of its Subsidiaries in any
manner that might cause the borrowing or the application of such proceeds to
violate Regulation U, Regulation T or Regulation X of the Board of Governors of
the Federal Reserve System or any other regulation of such Board or to violate
the Exchange Act, in each case as in effect on the date or dates of such
borrowing and such use of proceeds.

      2.6   SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS.

            Notwithstanding any other provision of this Agreement to the
contrary, the following provisions shall govern with respect to Eurodollar Rate
Loans as to the matters covered:

            A. DETERMINATION OF APPLICABLE INTEREST RATE. On each Interest Rate
Determination Date, Administrative Agent shall determine in accordance with this
Agreement (which determination shall, absent manifest error, be conclusive and
binding upon all parties) the interest rate that shall apply to the Eurodollar
Rate Loans for which an interest rate is then being determined for the
applicable Interest Period and shall promptly give notice thereof (in writing or
by telephone confirmed in writing) to Company and each Lender.

            B. INABILITY TO DETERMINE APPLICABLE INTEREST RATE. In the event
that Administrative Agent shall have determined (which determination shall be
conclusive and binding upon all parties hereto), on any Interest Rate
Determination Date that by reason of circumstances affecting the London
interbank market adequate and fair means do not exist for ascertaining the
interest rate applicable to such Loans on the basis provided for in the
definition of Eurodollar Rate, Administrative Agent shall on such date give
notice (by telefacsimile or by telephone confirmed in writing) to Company and
each Lender of such determination, whereupon (i) no Loans may be made as, or
converted to, Eurodollar Rate Loans until such time as Administrative Agent
notifies Company and Lenders that the circumstances giving rise to such notice
no longer exist and (ii) any Notice of Borrowing or Notice of
Conversion/Continuation given by Company with respect to the Loans in respect of
which such determination was made shall be deemed to be for a Base Rate Loan.

            C. ILLEGALITY OR IMPRACTICABILITY OF EURODOLLAR RATE LOANS. In the
event that on any date any Lender shall have determined (which determination
shall be conclusive and binding upon all parties hereto but shall be made only
after consultation with Company and Administrative Agent) that the making,
maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful
as a result of compliance by such Lender in good faith with any law, treaty,
governmental rule, regulation, guideline or order (or would conflict with any
such treaty, governmental rule, regulation, guideline or order not having the
force of law even though the failure to comply therewith would not be unlawful)
or (ii) has become impracticable, or would cause such Lender material hardship,
as a result of contingencies occurring after the date of this Agreement which
materially and adversely affect the London interbank market or the position of
such Lender in that market, then, and in any such event, such Lender shall be an
"AFFECTED LENDER" and it shall on that day give notice (by telefacsimile or by
telephone confirmed in writing) to Company and Administrative Agent of such
determination, and Administrative Agent shall promptly notify each other Lender
of the receipt of such notice. Thereafter (a) the

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<PAGE>

obligation of the Affected Lender to make Loans as, or to convert Loans to,
Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by
the Affected Lender, (b) to the extent such determination by the Affected Lender
relates to a Eurodollar Rate Loan then being requested by Company pursuant to a
Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender
shall make such Loan as (or convert such Loan to, as the case may be) a Base
Rate Loan, (c) the Affected Lender's obligation to maintain its outstanding
Eurodollar Rate Loans (the "AFFECTED LOANS") shall be terminated at the earlier
to occur of the expiration of the Interest Period then in effect with respect to
the Affected Loans or when required by law, and (d) the Affected Loans shall
automatically convert into Base Rate Loans on the date of such termination.
Notwithstanding the foregoing, to the extent a determination by an Affected
Lender as described above relates to a Eurodollar Rate Loan then being requested
by Company pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, Company shall have the option, subject to the
provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of
Conversion/Continuation as to all Lenders by giving notice (by telefacsimile or
by telephone confirmed in writing) to Administrative Agent of such rescission on
the date on which the Affected Lender gives notice of its determination as
described above, and Administrative Agent shall promptly notify each other
Lender of the receipt of such notice. Except as provided in the immediately
preceding sentence, nothing in this subsection 2.6C shall affect the obligation
of any Lender other than an Affected Lender to make or maintain Loans as, or to
convert Loans to, Eurodollar Rate Loans in accordance with the terms of this
Agreement.

            D. COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF INTEREST
PERIODS. Company shall compensate each Lender, upon written request by that
Lender pursuant to subsection 2.8, for all reasonable losses, expenses and
liabilities (including any interest paid by that Lender to lenders of funds
borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense
or liability sustained by that Lender in connection with the liquidation or
re-employment of such funds) which that Lender may sustain: (i) if for any
reason (other than a default by that Lender) a borrowing of any Eurodollar Rate
Loan does not occur on a date specified therefor in a Notice of Borrowing or a
telephonic request therefor, or a conversion to or continuation of any
Eurodollar Rate Loan does not occur on a date specified therefor in a Notice of
Conversion/Continuation or a telephonic request therefor, (ii) if any prepayment
(including any prepayment or conversion occasioned by the circumstances
described in subsection 2.6C) or other principal payment or any conversion of
any of its Eurodollar Rate Loans occurs on a date prior to the last day of an
Interest Period applicable to that Loan, (iii) if any prepayment of any of its
Eurodollar Rate Loans is not made on any date specified in a notice of
prepayment given by Company, or (iv) as a consequence of any other default by
Company in the repayment of its Eurodollar Rate Loans when required by the terms
of this Agreement.

            E. BOOKING OF EURODOLLAR RATE LOANS. Any Lender may make, carry or
transfer Eurodollar Rate Loans at, to, or for the account of any of its branch
offices or the office of an Affiliate of that Lender.

            F. ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR RATE LOANS.
Calculation of all amounts payable to a Lender under this subsection 2.6 and
under subsection 2.7A shall be made as though that Lender had funded each of its
Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing
interest at the rate obtained pursuant

                                       50

<PAGE>

to clause (i) of the definition of Eurodollar Rate in an amount equal to the
amount of such Eurodollar Rate Loan and having a maturity comparable to the
relevant Interest Period, whether or not its Eurodollar Rate Loans had been
funded in such manner.

            G. EURODOLLAR RATE LOANS AFTER DEFAULT. After the occurrence of and
during the continuation of a Potential Event of Default under subsection 8.1,
8.6, 8.7 or 8.9 or an Event of Default or after the occurrence of and during the
continuation for more than 30 days of a Potential Event of Default under
subsection 8.8, (i) Company may not elect to have a Loan be made or maintained
as, or converted to, a Eurodollar Rate Loan after the expiration of any Interest
Period then in effect for that Loan and (ii) subject to the provisions of
subsection 2.6D, any Notice of Borrowing or Notice of Conversion/Continuation
given by Company with respect to a requested borrowing or
conversion/continuation that has not yet occurred shall be deemed to be for a
Base Rate Loan or, if the conditions to making a Loan set forth in subsection
4.2 cannot then be satisfied, to be rescinded by Company.

      2.7   INCREASED COSTS; TAXES; CAPITAL ADEQUACY.

            A. COMPENSATION FOR INCREASED COSTS. Subject to the provisions of
subsection 2.7B (which shall be controlling with respect to the matters covered
thereby), in the event that any Lender (including any Issuing Lender) shall
determine (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto) that any law, treaty or
governmental rule, regulation or order, or any change therein or in the
interpretation, administration or application thereof (including the
introduction of any new law, treaty or governmental rule, regulation or order),
or any determination of a court or other Government Authority, in each case that
becomes effective after the date hereof, or compliance by such Lender with any
guideline, request or directive issued or made after the date hereof by any
central bank or other Government Authority (whether or not having the force of
law):

            (i) subjects such Lender to any additional Tax with respect to this
      Agreement or any of its obligations hereunder (including with respect to
      issuing or maintaining any Letters of Credit or purchasing or maintaining
      any participations therein or maintaining any Commitment hereunder) or any
      payments to such Lender of principal, interest, fees or any other amount
      payable hereunder;

            (ii) imposes, modifies or holds applicable any reserve, special
      deposit, compulsory loan, insurance charge or similar requirement against
      assets held by, or deposits or other liabilities in or for the account of,
      or advances or loans by, or other credit extended by, or any other
      acquisition of funds by, any office of such Lender (other than any such
      reserve or other requirements with respect to Eurodollar Rate Loans that
      are reflected in the definition of Eurodollar Rate); or

            (iii) imposes any other condition (other than with respect to Taxes)
      on or affecting such Lender or its obligations hereunder or the London
      interbank market;

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining its Loans or Commitments or agreeing to
issue, issuing or maintaining any Letter of Credit or agreeing to purchase,
purchasing or maintaining any participation therein

                                       51

<PAGE>

or to reduce any amount received or receivable by such Lender with respect
thereto; then, in any such case, Company shall promptly pay to such Lender, upon
receipt of the statement referred to in subsection 2.8A, such additional amount
or amounts (in the form of an increased rate of, or a different method of
calculating, interest or otherwise as such Lender in its sole discretion shall
determine) as may be necessary to compensate such Lender for any such increased
cost or reduction in amounts received or receivable hereunder; provided that
Company shall not be required to compensate a Lender pursuant to this subsection
for any increased cost in respect of a period occurring more than 180 days prior
to the date that such Lender notifies Company of such Lender's intention to
claim compensation therefor unless the circumstances giving rise to such
increased cost become applicable retroactively, in which case no such time limit
shall apply so long as such Lender requests compensation within 180 days from
the date such circumstances become applicable.

      B.    TAXES.

            (i) Payments to Be Free and Clear. Except as otherwise provided in
      subsection 2.7B(ii), all sums payable by Company under this Agreement and
      the other Loan Documents shall be paid free and clear of, and without any
      deduction or withholding on account of, any Tax imposed, levied,
      collected, withheld or assessed by or within the United States or any
      political subdivision in or of the United States or any other jurisdiction
      from or to which a payment is made by or on behalf of Company or by any
      federation or organization of which the United States or any such
      jurisdiction is a member at the time of payment.

            (ii) Grossing-up of Payments. If Company or any other Person is
      required by law to make any deduction or withholding on account of any
      such Tax from any sum paid or payable by Company to Administrative Agent
      or any Lender under any of the Loan Documents:

                  (a) Company shall notify Administrative Agent of any such
            requirement or any change in any such requirement as soon as Company
            becomes aware of it;

                  (b) Company shall pay any such Tax when such Tax is due, such
            payment to be made (if the liability to pay is imposed on Company)
            for its own account or (if that liability is imposed on
            Administrative Agent or such Lender, as the case may be) on behalf
            of and in the name of Administrative Agent or such Lender;

                  (c) the sum payable by Company in respect of which the
            relevant deduction, withholding or payment is required shall be
            increased to the extent necessary to ensure that, after the making
            of that deduction, withholding or payment, Administrative Agent or
            such Lender, as the case may be, receives on the due date a net sum
            equal to what it would have received had no such deduction,
            withholding or payment been required or made; and

                                       52

<PAGE>

                  (d) within 30 days after paying any sum from which it is
            required by law to make any deduction or withholding, and within 30
            days after the due date of payment of any Tax which it is required
            by clause (b) above to pay, Company shall deliver to Administrative
            Agent evidence satisfactory to the other affected parties of such
            deduction, withholding or payment and of the remittance thereof to
            the relevant taxing or other authority;

provided that no such additional amount shall be required to be paid to any
Lender under clause (c) above except to the extent that any change after the
date on which such Lender became a Lender in any such requirement for a
deduction, withholding or payment as is mentioned therein shall result in an
increase in the rate of such deduction, withholding or payment from that in
effect on the date on which such Lender became a Lender, in respect of payments
to such Lender.

            (iii) Evidence of Exemption from U.S. Withholding Tax.

                  (a) Each Non-US Lender shall deliver to Administrative Agent
            and to Company, on or prior to the Closing Date (in the case of each
            Lender listed on the signature pages hereof) or on or prior to the
            date of the Assignment Agreement pursuant to which it becomes a
            Lender (in the case of each other Lender), and at such other times
            as may be necessary in the determination of Company or
            Administrative Agent (each in the reasonable exercise of its
            discretion), two original copies of Internal Revenue Service Form
            W-8BEN or W-8ECI (or any successor forms) properly completed and
            duly executed by such Lender, or, in the case of a Non-US Lender
            claiming exemption from United States federal withholding tax under
            Section 871(h) or 881(c) of the Internal Revenue Code with respect
            to payments of "portfolio interest", a form W-8BEN, and, in the case
            of a Lender that has certified in writing to Administrative Agent
            that it is not a "bank" (as defined in Section 881(c)(3)(A) of the
            Internal Revenue Code), a certificate of such Lender certifying that
            such Lender is not (i) a "bank" for purposes of Section 881(c) of
            the Internal Revenue Code, (ii) a ten-percent shareholder (within
            the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of
            Company, PRA Sub or Holdings or (iii) a controlled foreign
            corporation related to Company (within the meaning of Section
            864(d)(4) of the Internal Revenue Code), in each case together with
            any other certificate or statement of exemption required under the
            Internal Revenue Code or the regulations issued thereunder to
            establish that such Lender is not subject to United States
            withholding tax with respect to any payments to such Lender of
            interest payable under any of the Loan Documents.

                  (b) Each Non-US 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 Administrative Agent and to Company, on or
            prior to the Closing Date (in the case of each Lender listed on the
            signatures pages hereof), on or prior to the date of the Assignment
            Agreement pursuant to which it becomes a Lender (in the case of each
            other Lender), or on such later date when such Lender ceases to act
            for its own account with respect to

                                       53

<PAGE>

            any portion of any such sums paid or payable, and at such other
            times as may be necessary in the determination of Company or
            Administrative Agent (each in the reasonable exercise of its
            discretion), (1) two original copies of the forms or statements
            required to be provided by such Lender under subsection
            2.7B(iii)(a), properly completed and duly executed by such Lender,
            establishing that the portion of any such sums paid or payable with
            respect to which such Lender acts for its own account is not subject
            to United States withholding tax, and (2) two original copies of
            Internal Revenue Service Form W-8IMY (or any successor forms)
            properly completed and duly executed by such Lender, together with
            any information, if any, such Lender chooses to transmit with such
            form, and any other certificate or statement of exemption required
            under the Internal Revenue Code or the regulations issued
            thereunder, 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.

                  (c) Each Non-US Lender hereby agrees, from time to time after
            the initial delivery by such Lender of such forms, whenever a lapse
            in time or change in circumstances renders such forms, certificates
            or other evidence so delivered obsolete or inaccurate in any
            material respect, that such Lender shall promptly (1) deliver to
            Administrative Agent and to Company two original copies of renewals,
            amendments or additional or successor forms, properly completed and
            duly executed by such Lender, together with any other certificate or
            statement of exemption required in order to confirm or establish
            that such Lender is not subject to United States withholding tax
            with respect to payments to such Lender under the Loan Documents
            and, if applicable, that such Lender does not act for its own
            account with respect to any portion of such payment, or (2) notify
            Administrative Agent and Company of its inability to deliver any
            such forms, certificates or other evidence.

                  (d) Company shall not be required to pay any additional amount
            to any Non-US Lender under clause (c) of subsection 2.7B(ii) if such
            Lender shall have failed to satisfy the requirements of clause (a),
            (b) or (c)(1) of this subsection 2.7B(iii); provided that if such
            Lender shall have satisfied the requirements of subsection
            2.7B(iii)(a) on the date such Lender became a Lender, nothing in
            this subsection 2.7B(iii)(d) shall relieve Company of its obligation
            to pay any amounts pursuant to subsection 2.7B(ii)(c) 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 is not subject to withholding as described in subsection
            2.7B(iii)(a).

            C. CAPITAL ADEQUACY ADJUSTMENT. If any Lender shall have determined
that the adoption, effectiveness, phase-in or applicability, in each case after
the date hereof, of any law, rule or regulation (or any provision thereof)
regarding capital adequacy, or any change after the date hereof therein or in
the interpretation or administration thereof by any Government Authority charged
with the interpretation or administration thereof, or compliance by any Lender

                                       54

<PAGE>

with any guideline, request or directive regarding capital adequacy (whether or
not having the force of law) of any such Government Authority, has or would have
the effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of, or with reference to,
such Lender's Loans or Commitments or Letters of Credit or participations
therein or other obligations hereunder with respect to the Loans or the Letters
of Credit to a level below that which such Lender or such controlling
corporation could have achieved but for such adoption, effectiveness, phase-in,
applicability, change or compliance (taking into consideration the policies of
such Lender or such controlling corporation with regard to capital adequacy),
then from time to time, within five Business Days after receipt by Company from
such Lender of the statement referred to in subsection 2.8A, Company shall pay
to such Lender such additional amount or amounts as will compensate such Lender
or such controlling corporation on an after-tax basis for such reduction;
provided that Company shall not be required to compensate a Lender pursuant to
this subsection for any increased cost or reduction in respect of a period
occurring more than 180 days prior to the date that such Lender notifies Company
of such Lender's intention to claim compensation therefor unless the
circumstances giving rise to such increased cost or reduction become applicable
retroactively, in which case no such time limit shall apply so long as such
Lender requests compensation within 180 days from the date such circumstances
become applicable.

      2.8   STATEMENT OF LENDERS; OBLIGATION OF LENDERS AND ISSUING LENDERS TO
            MITIGATE.

            A. STATEMENTS. Each Lender claiming compensation or reimbursement
pursuant to subsection 2.6D, 2.7 or 2.8B shall deliver to Company (with a copy
to Administrative Agent) a written statement, setting forth in reasonable detail
the basis of the calculation of such compensation or reimbursement, which
statement shall be conclusive and binding upon all parties hereto absent
manifest error.

            B. MITIGATION. Each Lender and Issuing Lender agrees that, as
promptly as practicable after the officer of such Lender or Issuing Lender
responsible for administering the Loans or Letters of Credit of such Lender or
Issuing Lender, as the case may be, becomes aware of the occurrence of an event
or the existence of a condition that would cause such Lender to become an
Affected Lender or that would entitle such Lender or Issuing Lender to receive
payments under subsection 2.7, use commercially reasonable effort to make,
issue, fund or maintain the Commitments of such Lender or the Affected Loans or
Letters of Credit of such Lender or Issuing Lender through another lending or
letter of credit office of such Lender or Issuing Lender, if (i) as a result
thereof the circumstances which would cause such Lender to be an Affected Lender
would cease to exist or the additional amounts which would otherwise be required
to be paid to such Lender or Issuing Lender pursuant to subsection 2.7 would be
materially reduced and (ii) as determined by such Lender or Issuing Lender in
its sole discretion, such action would not otherwise be disadvantageous to such
Lender or Issuing Lender; provided that such Lender or Issuing Lender will not
be obligated to utilize such other lending or letter of credit office pursuant
to this subsection 2.8B unless Company agrees to pay all incremental expenses
incurred by such Lender or Issuing Lender as a result of utilizing such other
lending or letter of credit office as described above.

      2.9   REPLACEMENT OF A LENDER.

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            If Company receives a statement of amounts due pursuant to
subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to
fund a Revolving Loan pursuant to this Agreement, or a Lender becomes an
Affected Lender (any such Lender, a "SUBJECT LENDER"), so long as (i) no
Potential Event of Default under subsection 8.1, 8.6, 8.7 or 8.9 or Event of
Default shall have occurred and be continuing and no Potential Event of Default
under subsection 8.8 shall have occurred and be continuing for more than 30 days
and Company has obtained a commitment from another Lender or an Eligible
Assignee to purchase at par the Subject Lender's Loans and assume the Subject
Lender's Commitments and all other obligations of the Subject Lender hereunder,
(ii) such Lender is not an Issuing Lender with respect to any Letters of Credit
outstanding (unless all such Letters of Credit are terminated or arrangements
reasonably acceptable to such Issuing Lender (such as a "back-to-back" letter of
credit) are made) and (iii), if applicable, the Subject Lender is unwilling to
withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is
unwilling to remedy its default upon 10 days prior written notice to the Subject
Lender and Administrative Agent, Company may require the Subject Lender to
assign all of its Loans and Commitments to such other Lender, Lenders, Eligible
Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B;
provided that, prior to or concurrently with such replacement, (1) the Subject
Lender shall have received payment in full of all principal, interest, fees and
other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if
applicable)) through such date of replacement and a release from its obligations
under the Loan Documents, (2) the processing fee required to be paid by
subsection 10.1B(i) shall have been paid to Administrative Agent, and (3) all of
the requirements for such assignment contained in subsection 10.1B, including,
without limitation, the consent of Administrative Agent (if required) and the
receipt by Administrative Agent of an executed Assignment Agreement and other
supporting documents, have been fulfilled

SECTION 3. LETTERS OF CREDIT

      3.1   ISSUANCE OF LETTERS OF CREDIT AND LENDERS' PURCHASE OF
            PARTICIPATIONS THEREIN.

            A. LETTERS OF CREDIT. In addition to Company requesting that Lenders
make Revolving Loans pursuant to subsection 2.1A(iii) and that Swing Line Lender
make Swing Line Loans pursuant to subsection 2.1A(iv), Company may request, in
accordance with the provisions of this subsection 3.1, from time to time during
the period from the Closing Date to but excluding the 30th day prior to the
Revolving Loan Commitment Termination Date, that one or more Revolving Lenders
issue Letters of Credit payable on a sight basis for the account of Company for
the purposes specified in the definition of Letters of Credit. Subject to the
terms and conditions of this Agreement and in reliance upon the representations
and warranties of Company herein set forth, any one or more Lenders may, but
(except as provided in subsection 3.1B(ii)) shall not be obligated to, issue
such Letters of Credit in accordance with the provisions of this subsection 3.1;
provided that Company shall not request that any Revolving Lender issue (and no
Revolving Lender shall issue):

            (i) any Letter of Credit if, after giving effect to such issuance,
      the Total Utilization of Revolving Loan Commitments would exceed the
      Revolving Loan Commitments then in effect;

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            (ii) any Letter of Credit if, after giving effect to such issuance,
      the Letter of Credit Usage would exceed $7,500,000;

            (iii) except with respect to the Letters of Credit set forth on
      Schedule 3.1(a) annexed hereto, any Letter of Credit having an expiration
      date later than the earlier of (a) ten days prior to the Revolving Loan
      Commitment Termination Date and (b) the date which is one year from the
      date of issuance of such Letter of Credit; provided that the immediately
      preceding clause (b) shall not prevent any Issuing Lender from agreeing
      that a Letter of Credit will automatically be extended for one or more
      successive periods not to exceed one year each unless such Issuing Lender
      elects not to extend for any such additional period; and provided, further
      that such Issuing Lender shall elect not to extend such Letter of Credit
      if it has knowledge that an Event of Default has occurred and is
      continuing (and has not been waived in accordance with subsection 10.6) at
      the time such Issuing Lender must elect whether or not to allow such
      extension;

            (iv) any Letter of Credit issued for the purpose of supporting (a)
      trade payables or (b) any Indebtedness constituting "antecedent debt" (as
      that term is used in Section 547 of the Bankruptcy Code); and

            (v) any Letter of Credit denominated in a currency other than
      Dollars, the Euro, Pound Sterling, South African Rand, Australian Dollars
      or Yen.

            On and after the Closing Date, the Letters of Credit outstanding
under (and as defined in) the Original Credit Agreement as of the Closing Date,
set forth on Schedule 3.1(b) attached hereto, shall be automatically deemed for
all purposes to be Letters of Credit outstanding under this Agreement and shall
be subject to all of the terms and conditions of this Agreement and the other
Loan Documents.

            B. MECHANICS OF ISSUANCE.

            (i) Request for Issuance. Whenever Company desires the issuance of a
      Letter of Credit, it shall deliver to the proposed Issuing Lender (with a
      copy to Administrative Agent if Administrative Agent is not the proposed
      Issuing Lender) a Request for Issuance no later than 9:00 A.M. (San
      Francisco time) at least three Business Days, or such shorter period as
      may be agreed to by the Issuing Lender in any particular instance, in
      advance of the proposed date of issuance. The Issuing Lender, in its
      reasonable discretion, may require changes in the text of the proposed
      Letter of Credit or any documents described in or attached to the Request
      for Issuance. No Letter of Credit shall require payment against a
      conforming demand for payment to be made thereunder on the same business
      day (under the laws of the jurisdiction in which the office of the Issuing
      Lender to which such demand for payment is required to be presented is
      located) that such demand for payment is presented if such presentation is
      made after 10:00 A.M. (in the time zone of such office of the Issuing
      Lender) on such business day.

            Company shall notify the applicable Issuing Lender (and
      Administrative Agent, if Administrative Agent is not such Issuing Lender)
      prior to the issuance of any Letter of Credit in the event that any of the
      matters to which Company is required to certify in the

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      applicable Request for Issuance is no longer true and correct as of the
      proposed date of issuance of such Letter of Credit, and upon the issuance
      of any Letter of Credit Company shall be deemed to have re-certified, as
      of the date of such issuance, as to the matters to which Company is
      required to certify in the applicable Request for Issuance.

            (ii) Determination of Issuing Lender. Upon receipt by a proposed
      Issuing Lender of a Request for Issuance pursuant to subsection 3.1B(i)
      requesting the issuance of a Letter of Credit, (a) in the event
      Administrative Agent is the proposed Issuing Lender, Administrative Agent
      shall be the Issuing Lender with respect to such Letter of Credit,
      notwithstanding the fact that the Letter of Credit Usage with respect to
      such Letter of Credit and with respect to all other Letters of Credit
      issued by Administrative Agent, when aggregated with Administrative
      Agent's outstanding Revolving Loans and Swing Line Loans, may exceed
      Administrative Agent's Revolving Loan Commitment then in effect; provided
      that Administrative Agent shall not be obligated to issue any Letter of
      Credit denominated in a foreign currency which in the judgment of
      Administrative Agent is not readily and freely available, and (b) in the
      event any other Revolving Lender is the proposed Issuing Lender, such
      Revolving Lender shall promptly notify Company and Administrative Agent
      whether or not, in its sole discretion, it has elected to issue such
      Letter of Credit, and (1) if such Revolving Lender so elects to issue such
      Letter of Credit it shall be the Issuing Lender with respect thereto and
      (2) if such Revolving Lender fails to so promptly notify Company and
      Administrative Agent or declines to issue such Letter of Credit, Company
      may request Administrative Agent or another Revolving Lender to be the
      Issuing Lender with respect to such Letter of Credit in accordance with
      the provisions of this subsection 3.1B.

            (iii) Issuance of Letter of Credit. Upon satisfaction or waiver (in
      accordance with subsection 10.6) of the conditions set forth in subsection
      4.3, the Issuing Lender shall issue the requested Letter of Credit in
      accordance with the Issuing Lender's standard operating procedures.

            (iv) Notification to Revolving Lenders. Upon the issuance of or
      amendment to any Letter of Credit, Administrative Agent shall notify each
      Revolving Lender in writing of such issuance or amendment and the amount
      of such Revolving Lender's respective participation in such Letter of
      Credit or amendment, and, if so requested by a Revolving Lender,
      Administrative Agent shall provide such Lender with a copy of such Letter
      of Credit or amendment.

            C. REVOLVING LENDERS' PURCHASE OF PARTICIPATIONS IN LETTERS OF
CREDIT. Immediately upon the issuance of each Letter of Credit, each Revolving
Lender shall be deemed to, and hereby agrees to, have irrevocably purchased from
the Issuing Lender a participation in such Letter of Credit and any drawings
honored thereunder in an amount equal to such Revolving Lender's Pro Rata Share
of the maximum amount which is or at any time may become available to be drawn
thereunder.

      3.2   LETTER OF CREDIT FEES.

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            Company agrees to pay the following amounts with respect to Letters
of Credit issued hereunder:

            (i) a fronting fee, payable directly to the applicable Issuing
      Lender for its own account, equal to 0.25% per annum of the daily amount
      available to be drawn under such Letter of Credit;

            (ii) a letter of credit fee, payable to Administrative Agent for the
      account of Revolving Lenders, equal to the applicable Eurodollar Rate
      Margin for Revolving Loans per annum of the daily amount available to be
      drawn under such Letter of Credit, each such fronting fee or letter of
      credit fee to be payable in arrears on and to (but excluding) each March
      31, June 30, September 30 and December 31 of each year and computed on the
      basis of a 360-day year for the actual number of days elapsed; and

            (iii) with respect to the issuance, amendment or transfer of each
      Letter of Credit and each payment of a drawing made thereunder (without
      duplication of the fees payable under clauses (i) and (ii) above),
      customary documentary and processing charges payable directly to the
      applicable Issuing Lender for its own account in accordance with the
      applicable Issuing Lender's standard schedule for such charges in effect
      at the time of such issuance, amendment, transfer or payment, as the case
      may be.

            For purposes of calculating any fees payable under clauses (i) and
(ii) of this subsection 3.2, (1) the daily amount available to be drawn under
any Letter of Credit shall be determined as of the close of business on any date
of determination and (2) any amount described in such clauses which is
denominated in a currency other than Dollars shall be valued based on the
applicable Exchange Rate for such currency as of the applicable date of
determination. Promptly upon receipt by Administrative Agent of any amount
described in clause (ii) of this subsection 3.2, Administrative Agent shall
distribute to each Revolving Lender its Pro Rata Share of such amount.

      3.3   DRAWINGS AND REIMBURSEMENT OF AMOUNTS PAID UNDER LETTERS OF CREDIT.

            A. RESPONSIBILITY OF ISSUING LENDER WITH RESPECT TO DRAWINGS. In
determining whether to honor any drawing under any Letter of Credit by the
beneficiary thereof, the applicable Issuing Lender shall be responsible only to
examine the documents delivered under such Letter of Credit with reasonable care
so as to ascertain whether they appear on their face to be in accordance with
the terms and conditions of such Letter of Credit.

            B. REIMBURSEMENT BY COMPANY OF AMOUNTS PAID UNDER LETTERS OF CREDIT.
In the event any Issuing Lender has determined to honor a drawing under a Letter
of Credit issued by it, such Issuing Lender shall immediately notify Company and
Administrative Agent, and Company shall reimburse such Issuing Lender on or
before the Business Day immediately following the date on which such drawing is
honored (the "REIMBURSEMENT DATE") in an amount in Dollars (which amount, in the
case of a payment under a Letter of Credit which is denominated in a currency
other than Dollars, shall be calculated by reference to the applicable Exchange
Rate) and in same day funds equal to the amount of such payment; provided that,
anything contained in this Agreement to the contrary notwithstanding, (i) unless
Company shall

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have notified Administrative Agent prior to 10:00 A.M. (San Francisco time) on
the date such drawing is honored that Company intends to reimburse such Issuing
Lender for the amount of such payment with funds other than the proceeds of
Revolving Loans, Company shall be deemed to have given a timely Notice of
Borrowing to Administrative Agent requesting Revolving Lenders to make Revolving
Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars
(which amount, in the case of a payment under a Letter of Credit which is
denominated in a currency other than Dollars, shall be calculated by reference
to the applicable Exchange Rate) equal to the amount of such payment and (ii)
subject to satisfaction or waiver of the conditions specified in subsection
4.2B, Revolving Lenders shall, on the Reimbursement Date, make Revolving Loans
that are Base Rate Loans in the amount of such payment, the proceeds of which
shall be applied directly by Administrative Agent to reimburse such Issuing
Lender for the amount of such payment; and provided, further that if for any
reason proceeds of Revolving Loans are not received by such Issuing Lender on
the Reimbursement Date in an amount equal to the amount of such payment, Company
shall reimburse such Issuing Lender, on demand, in an amount in same day funds
equal to the excess of the amount of such payment over the aggregate amount of
such Revolving Loans, if any, which are so received. Nothing in this subsection
3.3B shall be deemed to relieve any Revolving Lender from its obligation to make
Revolving Loans on the terms and conditions set forth in this Agreement, and
Company shall retain any and all rights it may have against any Revolving Lender
resulting from the failure of such Revolving Lender to make such Revolving Loans
under this subsection 3.3B.

            C. PAYMENT BY LENDERS OF UNREIMBURSED AMOUNTS PAID UNDER LETTERS OF
CREDIT.

            (i) Payment by Revolving Lenders. In the event that Company shall
      fail for any reason to reimburse any Issuing Lender as provided in
      subsection 3.3B in an amount (calculated, in the case of a payment under a
      Letter of Credit denominated in a currency other than Dollars, by
      reference to the applicable Exchange Rate) equal to the amount of any
      payment by such Issuing Lender under a Letter of Credit issued by it, such
      Issuing Lender shall promptly notify each other Lender of the unreimbursed
      amount of such honored drawing and of such other Revolving Lender's
      respective participation therein based on such Revolving Lender's Pro Rata
      Share. Each Revolving Lender shall make available to such Issuing Lender
      an amount equal to its respective participation, in Dollars and in same
      day funds, at the office of such Issuing Lender specified in such notice,
      not later than 12:00 Noon (San Francisco time) on the first business day
      (under the laws of the jurisdiction in which such office of such Issuing
      Lender is located) after the date notified by such Issuing Lender. In the
      event that any Revolving Lender fails to make available to such Issuing
      Lender on such business day the amount of such Revolving Lender's
      participation in such Letter of Credit as provided in this subsection
      3.3C, such Issuing Lender shall be entitled to recover such amount on
      demand from such Revolving Lender together with interest thereon at the
      rate customarily used by such Issuing Lender for the correction of errors
      among banks for three Business Days and thereafter at the Base Rate.
      Nothing in this subsection 3.3C shall be deemed to prejudice the right of
      any Lender to recover from any Issuing Lender any amounts made available
      by such Revolving Lender to such Issuing Lender pursuant to this
      subsection 3.3C in the event that it is determined by the final judgment
      of a court of competent jurisdiction that the payment with respect to a
      Letter of Credit by such Issuing Lender in respect of which

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      payment was made by such Revolving Lender constituted gross negligence or
      willful misconduct on the part of such Issuing Lender.

            (ii) Distribution to Lenders of Reimbursements Received From
      Company. In the event any Issuing Lender shall have been reimbursed by
      other Revolving Lenders pursuant to subsection 3.3C(i) for all or any
      portion of any payment by such Issuing Lender under a Letter of Credit
      issued by it, such Issuing Lender shall distribute to each other Revolving
      Lender that has paid all amounts payable by it under subsection 3.3C(i)
      with respect to such payment such other Revolving Lender's Pro Rata Share
      of all payments subsequently received by such Issuing Lender from Company
      in reimbursement of such payment under the Letter of Credit when such
      payments are received. Any such distribution shall be made to a Revolving
      Lender at its primary address set forth below its name on the appropriate
      signature page hereof or at such other address as such Revolving Lender
      may request.

            D. INTEREST ON AMOUNTS PAID UNDER LETTERS OF CREDIT.

            (i) Payment of Interest by Company. Company agrees to pay to each
      Issuing Lender, with respect to payments under any Letters of Credit
      issued by it, interest on the amount paid by such Issuing Lender in
      respect of each such payment from the date a drawing is honored to but
      excluding the date such amount is reimbursed by Company (including any
      such reimbursement out of the proceeds of Revolving Loans pursuant to
      subsection 3.3B) at a rate equal to (a) for the period from the date such
      drawing is honored to but excluding the Reimbursement Date, the rate then
      in effect under this Agreement with respect to Revolving Loans that are
      Base Rate Loans and (b) thereafter, a rate which is 2% per annum in excess
      of the rate of interest otherwise payable under this Agreement with
      respect to Revolving Loans that are Base Rate Loans. Interest payable
      pursuant to this subsection 3.3D(i) shall be computed on the basis of a
      360-day year for the actual number of days elapsed in the period during
      which it accrues and shall be payable on demand or, if no demand is made,
      on the date on which the related drawing under a Letter of Credit is
      reimbursed in full.

            (ii) Distribution of Interest Payments by Issuing Lender. Promptly
      upon receipt by any Issuing Lender of any payment of interest pursuant to
      subsection 3.3D(i) with respect to a payment under a Letter of Credit
      issued by it, (a) such Issuing Lender shall distribute to each other
      Revolving Lender, out of the interest received by such Issuing Lender in
      respect of the period from the date such drawing is honored to but
      excluding the date on which such Issuing Lender is reimbursed for the
      amount of such payment (including any such reimbursement out of the
      proceeds of Revolving Loans pursuant to subsection 3.3B), the amount that
      such other Revolving Lender would have been entitled to receive in respect
      of the letter of credit fee that would have been payable in respect of
      such Letter of Credit for such period pursuant to subsection 3.2 if no
      drawing had been honored under such Letter of Credit, and (b) in the event
      such Issuing Lender shall have been reimbursed by other Revolving Lenders
      pursuant to subsection 3.3C(i) for all or any portion of such payment,
      such Issuing Lender shall distribute to each other Revolving Lender that
      has paid all amounts payable by it under subsection 3.3C(i) with respect
      to such payment such other Revolving Lender's Pro Rata Share of

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      any interest received by such Issuing Lender in respect of that portion of
      such payment so reimbursed by other Revolving Lenders for the period from
      the date on which such Issuing Lender was so reimbursed by other Revolving
      Lenders to but excluding the date on which such portion of such payment is
      reimbursed by Company. Any such distribution shall be made to a Revolving
      Lender at its primary address set forth below its name on the appropriate
      signature page hereof or at such other address as such Revolving Lender
      may request.

      3.4   OBLIGATIONS ABSOLUTE.

            The obligation of Company to reimburse any Issuing Lender for
payments under the Letters of Credit issued by it and to repay any Revolving
Loans made by Revolving Lenders pursuant to subsection 3.3B and the obligations
of Revolving Lenders under subsection 3.3C(i) shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances including any of the following circumstances:

            (i) any lack of validity or enforceability of any Letter of Credit;

            (ii) the existence of any claim, set-off, defense or other right
      which Company or any Lender may have at any time against a beneficiary or
      any transferee of any Letter of Credit (or any Persons for whom any such
      transferee may be acting), any Issuing Lender or other Revolving Lender or
      any other Person or, in the case of a Revolving Lender, against Company,
      whether in connection with this Agreement, the transactions contemplated
      herein or any unrelated transaction (including any underlying transaction
      between Company or one of its Subsidiaries and the beneficiary for which
      any Letter of Credit was procured);

            (iii) any draft or other document presented under any 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;

            (iv) payment by any Issuing Lender under any Letter of Credit
      against presentation of a draft or other document which does not
      substantially comply with the terms of such Letter of Credit;

            (v) any adverse change in the business, operations, properties,
      assets, condition (financial or otherwise) or prospects of Company or any
      of its Subsidiaries;

            (vi) any breach of this Agreement or any other Loan Document by any
      party thereto;

            (vii) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing; or

            (viii) the fact that an Event of Default or a Potential Event of
      Default shall have occurred and be continuing;

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provided, in each case, that payment by any Issuing Lender under the applicable
Letter of Credit shall not have constituted gross negligence or willful
misconduct of such Issuing Lender under the circumstances in question (as
determined by a final judgment of a court of competent jurisdiction).

      3.5   INDEMNIFICATION; NATURE OF ISSUING LENDERS' DUTIES.

            A. INDEMNIFICATION. In addition to amounts payable as provided in
subsection 2.7, Company hereby agrees to protect, indemnify, pay and save
harmless each Issuing Lender from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
fees, expenses and disbursements of outside counsel and allocated costs of
internal counsel) which such Issuing Lender may incur or be subject to as a
consequence, direct or indirect, of (i) the issuance of any Letter of Credit by
such Issuing Lender, other than as a result of (a) the gross negligence or
willful misconduct of such Issuing Lender as determined by a final judgment of a
court of competent jurisdiction or (b) subject to the following clause (ii), the
wrongful dishonor by such Issuing Lender of a proper demand for payment made
under any Letter of Credit issued by it or (ii) the failure of such Issuing
Lender to honor a drawing under any such Letter of Credit as a result of any act
or omission, whether rightful or wrongful, of any present or future de jure or
de facto Government Authority.

            B. NATURE OF ISSUING LENDERS' DUTIES. As between Company and any
Issuing Lender, Company assumes all risks of the acts and omissions of, or
misuse of the Letters of Credit issued by such Issuing Lender by, the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation of
the foregoing, no Issuing Lender shall be responsible for: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
any such Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) failure of the beneficiary of
any such Letter of Credit to comply fully with any conditions required in order
to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) the misapplication by the
beneficiary of any such Letter of Credit of the proceeds of any drawing under
such Letter of Credit; or (viii) any consequences arising from causes beyond the
control of such Issuing Lender, including any act or omission by a Government
Authority specified in subsection 3.5A, and none of the above shall affect or
impair, or prevent the vesting of, any of the Issuing Lender's rights or powers
hereunder.

            In furtherance and extension and not in limitation of the specific
provisions set forth in the first paragraph of this subsection 3.5B, any action
taken or omitted by any Issuing Lender under or in connection with the Letters
of Credit issued by it or any documents and certificates delivered thereunder,
if taken or omitted in good faith, shall not put such Issuing Lender under any
resulting liability to Company.

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            Notwithstanding anything to the contrary contained in this
subsection 3.5, Company shall retain any and all rights it may have against any
Issuing Lender for any liability arising solely out of the gross negligence or
willful misconduct of such Issuing Lender, as determined by a final judgment of
a court of competent jurisdiction.

SECTION 4. CONDITIONS TO LOANS AND LETTERS OF CREDIT

            The obligations of Lenders to make Loans and issue Letters of Credit
hereunder are subject to the satisfaction of the following conditions.

      4.1   CONDITIONS TO TERM LOANS AND INITIAL REVOLVING LOANS AND SWING LINE
            LOANS.

            The obligations of Lenders to make the Term Loans and any Revolving
Loans and Swing Line Loans to be made on the Closing Date are, in addition to
the conditions precedent specified in subsection 4.2, subject to prior or
concurrent satisfaction of the following conditions:

            A. LOAN PARTY DOCUMENTS. On or before the Closing Date, Company
shall, and shall cause each other Loan Party to, deliver to Lenders (or to
Administrative Agent with sufficient originally executed copies, where
appropriate, for each Lender) the following with respect to Company or such Loan
Party, as the case may be, each, unless otherwise noted, dated the Closing Date:

            (i) Copies of all amendments to the organizational documents,
      including the Certificate or Articles of Incorporation and the bylaws, of
      each Loan Party executed on or after June 14, 2002 and copies of the
      organizational documents, including the Certificate or Articles of
      Incorporation and the bylaws, of any Loan Party organized on or after June
      14, 2002, in each case certified by the Secretary of State of its
      jurisdiction of organization or, if such document is of a type that may
      not be so certified, certified by the secretary or similar officer of the
      applicable Loan Party, together with a good standing certificate from the
      Secretary of State of its jurisdiction of organization and, to the extent
      generally available, a certificate or other evidence of good standing as
      to payment of any applicable franchise or similar taxes from the
      appropriate taxing authority of each of such jurisdictions, each dated a
      recent date prior to the Closing Date;

            (ii) Resolutions of the Governing Body of such Person approving and
      authorizing the execution, delivery and performance of the Loan Documents
      to which it is a party, certified as of the Closing Date by the secretary
      or similar officer of such Person as being in full force and effect
      without modification or amendment;

            (iii) Signature and incumbency certificates of the officers of such
      Person executing the Loan Documents to which it is a party;

            (iv) Executed originals of the Loan Documents to which such Person
      is a party; and

            (v) Such other documents as Administrative Agent may reasonably
      request.

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            B. FEES. Company shall have paid to Administrative Agent, for
distribution (as appropriate) to Administrative Agent and Lenders, the fees
payable on the Closing Date referred to in subsection 2.3.

            C. REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF AGREEMENTS.
Company shall have delivered to Administrative Agent an Officer's Certificate,
in form and substance reasonably satisfactory to Administrative Agent, to the
effect that the representations and warranties in Section 5 are true, correct
and complete in all material respects on and as of the Closing Date to the same
extent as though made on and as of that date (or, to the extent such
representations and warranties specifically relate to an earlier date, that such
representations and warranties were true, correct and complete in all material
respects on and as of such earlier date) and that Company shall have performed
in all material respects all agreements and satisfied all conditions which this
Agreement provides shall be performed or satisfied by it on or before the
Closing Date except as otherwise disclosed to and agreed to in writing by
Administrative Agent; provided that, if a representation and warranty, covenant
or condition is qualified by its terms as to materiality, with respect to such
representation and warranty, covenant or condition the applicable materiality
qualifier set forth above shall be disregarded for purposes of this condition.

            D. FINANCIAL STATEMENTS; PRO FORMA FINANCIAL STATEMENTS. On or
before the Closing Date, Lenders shall have received from Company (i) an
unaudited consolidated balance sheet of Company and its Subsidiaries as at
September 30, 2003 and the related consolidated statements of income,
stockholders' equity and cash flows of Company and its Subsidiaries for the
Fiscal Quarter then ended certified by the chief financial officer of Company
that they fairly present, in all material respects, the financial condition of
Company and its Subsidiaries as at the date indicated and the results of their
operations and their cash flows for the period indicated, subject to changes
resulting from audit and normal year-end adjustments, (ii) an unaudited
consolidated balance sheet of Company and its Subsidiaries as at the last day of
each month ended on or after October 31, 2003 and more than 30 days prior to the
Closing Date and the related consolidated statements of income and stockholders'
equity of Company and its Subsidiaries for the month then ended certified by the
chief financial officer of Company that they fairly present, in all material
respects, the financial condition of Company and its Subsidiaries as at the date
indicated and the results of their operations and their cash flows for the
period indicated, subject to changes resulting from audit and normal year-end
adjustments and (iii) projected financial statements (including a consolidated
balance sheet, income statements and cash flow statements) of Company and its
Subsidiaries for fiscal years 2003 through and including 2009, giving effect to
the transactions contemplated by the Loan Documents in form and substance
satisfactory to Administrative Agent.

            E. OPINIONS OF COUNSEL TO LOAN PARTIES. Lenders shall have received
originally executed copies of one or more favorable written opinions of Latham &
Watkins LLP, counsel for Loan Parties, in form and substance reasonably
satisfactory to Administrative Agent and its counsel, dated as of the Closing
Date and setting forth substantially the matters in the opinions designated in
Exhibit IX annexed hereto and as to such other matters as Administrative Agent
acting on behalf of Lenders may reasonably request (this Agreement constituting
a written request by Company to such counsel to deliver such opinions to
Lenders).

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            F. OPINIONS OF ADMINISTRATIVE AGENT'S COUNSEL. Lenders shall have
received originally executed copies of one or more favorable written opinions of
O'Melveny & Myers LLP, counsel to Administrative Agent, dated as of the Closing
Date, substantially in the form of Exhibit X annexed hereto.

            G. SOLVENCY ASSURANCES. On the Closing Date, Administrative Agent
and Lenders shall have received an Officer's Certificate of Company from its
chief financial officer dated the Closing Date, substantially in the form of
Exhibit XII annexed hereto and with appropriate attachments, in each case
demonstrating that, after giving effect to the consummation of the transactions
contemplated by the Loan Documents, Company and each guaranteeing Subsidiary
will be Solvent.

            H. EVIDENCE OF INSURANCE. Administrative Agent shall have received a
certificate from Company's insurance broker or other evidence satisfactory to it
that all insurance required to be maintained pursuant to subsection 6.4 is in
full force and effect and that Administrative Agent on behalf of Lenders has
been named as additional insured and/or loss payee thereunder to the extent
required under subsection 6.4.

            I. NECESSARY GOVERNMENTAL AUTHORIZATIONS AND CONSENTS; EXPIRATION OF
WAITING PERIODS, ETC. Except as set forth in Schedule 4.1I annexed hereto,
Company shall have obtained all Governmental Authorizations and all consents of
other Persons, in each case that are necessary or advisable in connection with
the transactions contemplated by the Loan Documents and the continued operation
of the business conducted by Company and its Subsidiaries in substantially the
same manner as conducted prior to the Closing Date. Each such Governmental
Authorization or consent shall be in full force and effect, except in a case
where the failure to obtain or maintain a Governmental Authorization or consent,
either individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect. All applicable waiting periods shall have
expired without any action being taken or threatened by any competent authority
that would restrain, prevent or otherwise impose adverse conditions on the
transactions contemplated by the Loan Documents or the financing thereof. No
action, request for stay, petition for review or rehearing, reconsideration, or
appeal with respect to any of the foregoing shall be pending, and the time for
any applicable Government Authority to take action to set aside its consent on
its own motion shall have expired.

            J. SECURITY INTERESTS IN PERSONAL AND MIXED PROPERTY. Administrative
Agent shall have received evidence reasonably satisfactory to it that Holdings,
PRA Sub, Company and Subsidiary Guarantors shall have taken or caused to be
taken all such actions, executed and delivered or caused to be executed and
delivered all such agreements, documents and instruments, and made or caused to
be made all such filings and recordings (other than the filing or recording of
items described in clauses (ii), (iii) and (iv) below) that may be necessary or,
in the opinion of Administrative Agent, desirable in order to create in favor of
Administrative Agent, for the benefit of Lenders, a valid and (upon such filing
and recording) perfected First Priority security interest in the entire personal
and mixed property Collateral. Such actions shall include the following:

            (i) Stock Certificates and Instruments. Delivery to Administrative
      Agent of (a) certificates (which certificates shall be accompanied by
      irrevocable undated stock

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      powers, duly endorsed in blank and otherwise satisfactory in form and
      substance to Administrative Agent) representing all certificated Capital
      Stock pledged pursuant to the Holdings Pledge Agreement, the Security
      Agreement and any Foreign Pledge Agreement (except to the extent
      previously delivered to Administrative Agent and except that such
      certificates representing Capital Stock of MFH, Inc. and Call Co shall not
      be required on the Closing Date) and (b) all promissory notes or other
      instruments (duly endorsed, where appropriate, in a manner satisfactory to
      Administrative Agent) evidencing any Collateral;

            (ii) Lien Searches and UCC Termination Statements. Delivery to
      Administrative Agent of (a) the results of a recent search, by a Person
      reasonably satisfactory to Administrative Agent, of all effective UCC
      financing statements and fixture filings and all judgment and tax lien
      filings which may have been made with respect to any personal or mixed
      property of any Loan Party, together with copies of all such filings
      disclosed by such search, and (b) UCC termination statements duly executed
      by all applicable Persons for filing in all applicable jurisdictions as
      may be necessary to terminate any effective UCC financing statements or
      fixture filings disclosed in such search (other than any such financing
      statements or fixture filings in respect of Liens permitted to remain
      outstanding pursuant to the terms of this Agreement);

            (iii) UCC Financing Statements and Fixture Filings. Delivery to
      Administrative Agent of UCC financing statements and, where appropriate,
      fixture filings, duly executed by each applicable Loan Party with respect
      to all personal and mixed property Collateral of such Loan Party, for
      filing in all jurisdictions as may be necessary or, in the opinion of
      Administrative Agent, desirable to perfect the security interests created
      in such Collateral pursuant to the Collateral Documents; and

            (iv) PTO Cover Sheets, Etc. Delivery to Administrative Agent of all
      cover sheets or other documents or instruments required to be filed with
      the PTO in order to create or perfect Liens in respect of any IP
      Collateral.

            K. CLOSING DATE COMPLIANCE CERTIFICATE. Consolidated EBITDA for the
twelve-month period ended October 31, 2003 shall be not less than $35,000,000
and the ratio of (i) Consolidated Total Debt as of the Closing Date after giving
effect to the aggregate principal amount of all Indebtedness to be incurred on
the Closing Date to (ii) Consolidated EBITDA for the twelve-month period ended
October 31, 2003 shall not exceed 1.85 to 1.0. On the Closing Date, Company
shall deliver to Administrative Agent a Closing Date Compliance Certificate
demonstrating in reasonable detail compliance with such restrictions.

            L. EXISTING INDEBTEDNESS. On the Closing Date, Company shall have
(a) repurchased, redeemed, defeased or otherwise retired all of the Subordinated
Notes, (b) terminated any commitments to lend or make other extensions of credit
thereunder and (c) delivered to Administrative Agent all documents or
instruments necessary to release all Liens securing Indebtedness or other
obligations of Company thereunder.

            M. MATTERS RELATING TO FEES AND INTEREST. On or prior to the Closing
Date, Company shall have paid in full all interest and fees accrued to and
including the calendar day immediately preceding the Closing Date pursuant to
the Original Credit Agreement.

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      4.2   CONDITIONS TO ALL LOANS.

            The obligations of Lenders to make Loans on each Funding Date are
subject to the following further conditions precedent:

            A. Administrative Agent shall have received before that Funding
Date, in accordance with the provisions of subsection 2.1B, an originally
executed Notice of Borrowing, in each case signed by a duly authorized Officer
of Company.

            B. As of that Funding Date:

            (i) The representations and warranties contained herein and in the
      other Loan Documents shall be true, correct and complete in all material
      respects on and as of that Funding Date to the same extent as though made
      on and as of that date, except to the extent such representations and
      warranties specifically relate to an earlier date, in which case such
      representations and warranties shall have been true, correct and complete
      in all material respects on and as of such earlier date; provided, that,
      if a representation and warranty is qualified by its terms as to
      materiality, with respect to such representation and warranty the
      materiality qualifier set forth above shall be disregarded for purposes of
      this condition;

            (ii) No event shall have occurred and be continuing or would result
      from the consummation of the borrowing contemplated by such Notice of
      Borrowing that would constitute an Event of Default or a Potential Event
      of Default;

            (iii) Each Loan Party shall have performed in all material respects
      all agreements and satisfied all conditions which this Agreement provides
      shall be performed or satisfied by it on or before that Funding Date;

            (iv) No order, judgment or decree of any arbitrator or Government
      Authority shall purport to enjoin or restrain any Lender from making the
      Loans to be made by it on that Funding Date; and

            (v) Company shall have delivered such other certificates or
      documents that Administrative Agent shall reasonably request, in form and
      substance satisfactory to Administrative Agent.

      4.3   CONDITIONS TO LETTERS OF CREDIT.

            The issuance of any Letter of Credit hereunder (whether or not any
Issuing Lender is obligated to issue such Letter of Credit) is subject to the
following conditions precedent:

            A. On or before the date of issuance of the initial Letter of Credit
pursuant to this Agreement, the initial Loans shall have been made.

            B. On or before the date of issuance of such Letter of Credit,
Administrative Agent shall have received, in accordance with the provisions of
subsection 3.1B(i), an originally

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executed Request for Issuance (or a facsimile copy thereof) in each case signed
by a duly authorized Officer of Company, together with all other information
specified in subsection 3.1B(i) and such other documents or information as the
applicable Issuing Lender may reasonably require in connection with the issuance
of such Letter of Credit.

            C. On the date of issuance of such Letter of Credit, all conditions
precedent described in subsection 4.2B shall be satisfied to the same extent as
if the issuance of such Letter of Credit were the making of a Loan and the date
of issuance of such Letter of Credit were a Funding Date.

SECTION 5. COMPANY'S REPRESENTATIONS AND WARRANTIES

            In order to induce Lenders to enter into this Agreement and to make
the Loans, to induce the Issuing Lenders to issue Letters of Credit and to
induce Revolving Lenders to purchase participations therein, Company represents
and warrants to each Lender:

      5.1   ORGANIZATION, POWERS, QUALIFICATION, GOOD STANDING, BUSINESS AND
            SUBSIDIARIES.

            A. ORGANIZATION AND POWERS. Each Loan Party is a corporation,
partnership, trust or limited liability company duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization as
specified in Schedule 5.1 annexed hereto as said Schedule 5.1 may be
supplemented from time to time pursuant to the provisions of subsection 6.1(xv).
Each Loan Party has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as proposed to be
conducted, to enter into the Loan Documents to which it is a party and to carry
out the transactions contemplated thereby.

            B. QUALIFICATION AND GOOD STANDING. Each Loan Party is qualified to
do business and in good standing in every jurisdiction where its assets are
located and wherever necessary to carry out its business and operations, except
in jurisdictions where the failure to be so qualified or in good standing has
not had and could not reasonably be expected to result in a Material Adverse
Effect.

            C. CONDUCT OF BUSINESS. Holdings and its Subsidiaries are engaged
only in the businesses permitted to be engaged in pursuant to subsection 7.11.

            D. SUBSIDIARIES. All of the Subsidiaries of Holdings and their
jurisdictions of organization are identified in Schedule 5.1 annexed hereto, as
said Schedule 5.1 may be supplemented from time to time pursuant to the
provisions of subsection 6.1(xv). The Capital Stock of each of the Subsidiaries
of Holdings identified in Schedule 5.1 annexed hereto (as so supplemented) is
duly authorized, validly issued, fully paid and nonassessable and none of such
Capital Stock constitutes Margin Stock. Each of the Subsidiaries of Holdings
identified in Schedule 5.1 annexed hereto (as so supplemented) is a corporation,
partnership, trust or limited liability company duly organized, validly existing
and in good standing under the laws of its respective jurisdiction of
organization set forth therein, has all requisite power and authority to own and
operate its properties and to carry on its business as now conducted and as
proposed to be conducted, and is qualified to do business and in good standing
in every jurisdiction where its

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assets are located and wherever necessary to carry out its business and
operations, in each case except where failure to be so qualified or in good
standing or a lack of such power and authority has not had and could not
reasonably be expected to result in a Material Adverse Effect. Schedule 5.1
annexed hereto (as so supplemented) correctly sets forth the ownership interest
of Holdings and each of its Subsidiaries in each of the Subsidiaries of Holdings
identified therein.

      5.2   AUTHORIZATION OF BORROWING, ETC.

            A. AUTHORIZATION OF BORROWING. The execution, delivery and
performance of the Loan Documents have been duly authorized by all necessary
action on the part of each Loan Party that is a party thereto.

            B. NO CONFLICT. The execution, delivery and performance by Loan
Parties of the Loan Documents to which they are parties and the consummation of
the transactions contemplated by the Loan Documents do not and will not (i)
violate any provision of any law or any governmental rule or regulation
applicable to Holdings or any of its Subsidiaries which violation could
reasonably be expected to have a Material Adverse Effect, or violate any
provision of the Organizational Documents of Holdings or any of its Subsidiaries
or any order, judgment or decree of any court or other Government Authority
binding on Holdings or any of its Subsidiaries, (ii) except as set forth in
Schedule 5.2 annexed hereto, conflict with, result in a breach of or constitute
(with due notice or lapse of time or both) a default under any Contractual
Obligation of Holdings or any of its Subsidiaries, (iii) result in or require
the creation or imposition of any Lien upon any of the properties or assets of
Holdings or any of its Subsidiaries (other than any Liens created under any of
the Loan Documents in favor of Administrative Agent on behalf of Lenders), or
(iv) require any approval of stockholders or any approval or consent of any
Person under any Contractual Obligation of Holdings or any of its Subsidiaries,
except for such approvals or consents which will be obtained on or before the
Closing Date and disclosed in writing to Lenders.

            C. GOVERNMENTAL CONSENTS. The execution, delivery and performance by
Loan Parties of the Loan Documents to which they are parties and the
consummation of the transactions contemplated by the Loan Documents do not and
will not require any Governmental Authorization.

            D. BINDING OBLIGATION. Each of the Loan Documents has been duly
executed and delivered by each Loan Party that is a party thereto and is the
legally valid and binding obligation of such Loan Party, enforceable against
such Loan Party in accordance with its respective terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or limiting creditors' rights generally or by equitable principles
relating to enforceability.

      5.3   FINANCIAL CONDITION.

            Company has heretofore delivered to Lenders, at Lenders' request,
the financial statements and information set forth in subsection 4.1D. All such
statements other than pro forma financial statements were prepared in conformity
with GAAP and fairly present, in all material respects, the financial position
(on a consolidated and, where applicable, consolidating

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basis) of the entities described in such financial statements as at the
respective dates thereof and the results of operations and cash flows (on a
consolidated and, where applicable, consolidating basis) of the entities
described therein for each of the periods then ended, subject, in the case of
any such unaudited financial statements, to changes resulting from audit and
normal year-end adjustments. Neither Holdings nor any of its Subsidiaries has
(and will not have following the funding of the initial Loans) any Contingent
Obligation, contingent liability or liability for taxes, long-term lease or
unusual forward or long-term commitment that, as of the Closing Date, is not
reflected in the foregoing financial statements or the notes thereto and, as of
any Funding Date subsequent to the Closing Date, is not reflected in the most
recent financial statements delivered to Lenders pursuant to subsection 6.1 or
the notes thereto and that, in any such case, is material in relation to the
business, operations, properties, assets, condition (financial or otherwise) or
prospects of Company or any of its Subsidiaries.

      5.4   NO MATERIAL ADVERSE CHANGE; NO RESTRICTED JUNIOR PAYMENTS.

            Since December 31, 2002, no event or change has occurred that has
resulted in or evidences, either in any case or in the aggregate, a Material
Adverse Effect. Neither Holdings nor any of its Subsidiaries has directly or
indirectly declared, ordered, paid or made, or set apart any sum or property
for, any Restricted Junior Payment or agreed to do so except as permitted on the
Closing Date or by subsection 7.5.

      5.5   TITLE TO PROPERTIES; LIENS; REAL PROPERTY; INTELLECTUAL PROPERTY.

            A. TITLE TO PROPERTIES; LIENS. Holdings and its Subsidiaries have
(i) good, sufficient and legal title to (in the case of fee interests in real
property), (ii) valid leasehold interests in (in the case of leasehold interests
in real or personal property), or (iii) good title to (in the case of all other
personal property), all of their respective properties and assets reflected in
the financial statements referred to in subsection 5.3 or in the most recent
financial statements delivered pursuant to subsection 6.1, in each case except
for assets disposed of since the date of such financial statements in the
ordinary course of business or as otherwise permitted under subsection 7.7.
Except as permitted by this Agreement, all such properties and assets are free
and clear of Liens.

            B. REAL PROPERTY. As of the Closing Date, Schedule 5.5B annexed
hereto contains a true, accurate and complete list of (i) all fee interests in
any Real Property Assets and (ii) all leases, subleases or assignments of leases
(together with all amendments, modifications, supplements, renewals or
extensions of any thereof) affecting each Real Property Asset, regardless of
whether a Loan Party is the landlord or tenant (whether directly or as an
assignee or successor in interest) under such lease, sublease or assignment.
Except as specified in Schedule 5.5B annexed hereto, each agreement listed in
clause (ii) of the immediately preceding sentence is in full force and effect
and Company does not have knowledge of any default that has occurred and is
continuing thereunder that could reasonably be expected to result in a Material
Adverse Effect, and each such agreement constitutes the legally valid and
binding obligation of each applicable Loan Party, enforceable against such Loan
Party in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles.

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<PAGE>

            C. INTELLECTUAL PROPERTY. As of the Closing Date, Holdings and its
Subsidiaries own or have the right to use, all Intellectual Property used in the
conduct of their business, except where the failure to own or have such right to
use in the aggregate could not reasonably be expected to result in a Material
Adverse Effect. No claim has been asserted and is pending by any Person
challenging or questioning the use of any such Intellectual Property or the
validity or effectiveness of any such Intellectual Property, nor does Holdings
or any of its Subsidiaries know of any valid basis for any such claim except for
such claims that in the aggregate could not reasonably be expected to result in
a Material Adverse Effect. The use of such Intellectual Property by Holdings and
its Subsidiaries does not infringe on the rights of any Person, except for such
claims and infringements that, in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. All federal and state and all
foreign registrations of and applications for Intellectual Property, and all
unregistered Intellectual Property, that are owned or licensed by Holdings or
any of its Subsidiaries on the Closing Date are described on Schedule 5.5C
annexed hereto.

      5.6   LITIGATION; ADVERSE FACTS.

            Except as set forth in Schedule 5.6 annexed hereto, there are no
Proceedings (whether or not purportedly on behalf of Holdings or any of its
Subsidiaries) at law or in equity, or before or by any court or other Government
Authority (including any Environmental Claims) that are pending or, to the
knowledge of Holdings, threatened against or affecting Company or any of its
Subsidiaries or any property of Company or any of its Subsidiaries and that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. Neither Company nor any of its Subsidiaries (i) is in
violation of any applicable laws (including Environmental Laws) that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect, or (ii) is subject to or in default with respect to any
final judgments, writs, injunctions, decrees, rules or regulations of any court
or other Government Authority, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.

      5.7   PAYMENT OF TAXES.

            Except to the extent permitted by subsection 6.3, all federal,
foreign and other material tax returns and reports of Holdings and its
Subsidiaries required to be filed by any of them have been timely filed, and all
taxes shown on such tax returns to be due and payable and all assessments, fees
and other governmental charges upon Holdings and its Subsidiaries and upon their
respective properties, assets, income, businesses and franchises that are due
and payable have been paid when due and payable. Company knows of no proposed
tax assessment against Holdings or any of its Subsidiaries that is not being
actively contested by Holdings or such Subsidiary in good faith and by
appropriate proceedings; provided that such reserves or other appropriate
provisions, if any, as shall be required in conformity with GAAP shall have been
made or provided therefor.

      5.8   PERFORMANCE OF AGREEMENTS; MATERIALLY ADVERSE AGREEMENTS; MATERIAL
            CONTRACTS.

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            A. Neither Holdings nor any of its Subsidiaries is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any of its Contractual Obligations, and no condition
exists that, with the giving of notice or the lapse of time or both, would
constitute such a default, except where the consequences, direct or indirect, of
such default or defaults, if any, could not reasonably be expected to result in
a Material Adverse Effect.

            B. Neither Holdings nor any of its Subsidiaries is a party to or
otherwise subject to any agreements or instruments or any charter or other
internal restrictions which, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect.

            C. Schedule 5.8 contains a true, correct and complete list of all
the Material Contracts in effect on the Closing Date. Except as described on
Schedule 5.8, as of the Closing Date all such Material Contracts are in full
force and effect and no material defaults currently exist thereunder.

      5.9   GOVERNMENTAL REGULATION.

            Neither Holdings nor any of its Subsidiaries is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or
under any other federal or state statute or regulation which may limit its
ability to incur Indebtedness or which may otherwise render all or any portion
of the Obligations unenforceable.

      5.10  SECURITIES ACTIVITIES.

            A. Neither Holdings nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock.

            B. Following application of the proceeds of each Loan, not more than
25% of the value of the assets (either of Company only or of Company and its
Subsidiaries on a consolidated basis) subject to the provisions of subsection
7.2 or 7.7 or subject to any restriction contained in any agreement or
instrument, between Company and any Lender or any Affiliate of any Lender,
relating to Indebtedness and within the scope of subsection 8.2, will be Margin
Stock.

      5.11  EMPLOYEE BENEFIT PLANS.

            A. Holdings, each of its Subsidiaries and each of their respective
ERISA Affiliates are in material compliance with all applicable provisions and
requirements of ERISA and the regulations and published interpretations
thereunder with respect to each Employee Benefit Plan, and have performed all
their material obligations under each Employee Benefit Plan. Each Employee
Benefit Plan that is intended to qualify under Section 401(a) of the Internal
Revenue Code is so qualified. Each Foreign Pension Plan has been maintained in
substantial compliance with its terms and with the requirements of any and all
applicable laws, statutes, rules, regulations and orders and has been
maintained, where required, in good standing

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with applicable regulatory authorities. All contributions required to be made
with respect to a Foreign Pension Plan have been timely made.

            B. No ERISA Event has occurred or is reasonably expected to occur.

            C. Except to the extent required under Section 4980B of the Internal
Revenue Code or any applicable state law or except as set forth in Schedule 5.11
annexed hereto, no Employee Benefit Plan provides health or welfare benefits
(through the purchase of insurance or otherwise) for any retired or former
employee of Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates.

            D. As of the most recent valuation date for any Pension Plan, the
amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities), does not exceed $500,000.

            E. As of the most recent valuation date for each Multiemployer Plan
for which the actuarial report is available, the potential liability of
Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete
withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of
ERISA), when aggregated with such potential liability for a complete withdrawal
from all Multiemployer Plans, based on information available pursuant to Section
4221(e) of ERISA, does not exceed $500,000.

            F. The present value of the accrued benefit liabilities (whether or
not vested) under each Foreign Pension Plan which is funded, determined as of
the end of the most recently ended fiscal year of each such Foreign Pension Plan
on the basis of actuarial assumptions, each of which is reasonable, did not
exceed the fair market value of the assets of such Foreign Pension Plan by more
than $500,000, and for each Foreign Pension Plan which is not funded, the
obligations of such Foreign Pension Plan are properly accrued on the financial
statements of the Company or the applicable Subsidiary.

      5.12  CERTAIN FEES.

            Except as otherwise disclosed to Lenders prior to the date hereof,
no broker's or finder's fee or commission will be payable with respect to this
Agreement or any of the transactions contemplated hereby, and Company hereby
indemnifies Lenders against, and agrees that it will hold Lenders harmless from,
any claim, demand or liability for any such broker's or finder's fees alleged to
have been incurred in connection herewith or therewith and any expenses
(including reasonable fees, expenses and disbursements of counsel) arising in
connection with any such claim, demand or liability.

      5.13  ENVIRONMENTAL PROTECTION.

            Except as set forth in Schedule 5.13 annexed hereto:

            (i) neither Holdings nor any of its Subsidiaries nor any of their
      respective Facilities or operations are subject to any outstanding written
      order, consent decree or settlement agreement with any Person relating to
      (a) any Environmental Law, (b) any

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      Environmental Claim, or (c) any Hazardous Materials Activity that,
      individually or in the aggregate, could reasonably be expected to result
      in a Material Adverse Effect;

            (ii) neither Holdings nor any of its Subsidiaries has received any
      letter or request for information under Section 104 of the Comprehensive
      Environmental Response, Compensation, and Liability Act (42 U.S.C. Section
      9604) or any comparable state law;

            (iii) there are and, to Company's knowledge, have been no
      conditions, occurrences, or Hazardous Materials Activities that could
      reasonably be expected to form the basis of an Environmental Claim against
      Holdings or any of its Subsidiaries that, individually or in the
      aggregate, could reasonably be expected to result in a Material Adverse
      Effect;

            (iv) neither Holdings nor any of its Subsidiaries nor, to Company's
      knowledge, any predecessor of Holdings or any of its Subsidiaries has
      filed any notice under any Environmental Law indicating past or present
      treatment of Hazardous Materials at any Facility, and none of Holdings' or
      any of its Subsidiaries' operations involves the generation,
      transportation, treatment, storage or disposal of hazardous waste, as
      defined under 40 C.F.R. Parts 260-270 or any state equivalent; and

            (v) compliance with all current or reasonably foreseeable future
      requirements pursuant to or under Environmental Laws would not,
      individually or in the aggregate, be reasonably expected to result in a
      Material Adverse Effect.

      5.14  EMPLOYEE MATTERS.

            There is no strike or work stoppage in existence or threatened
involving Holdings or any of its Subsidiaries that could reasonably be expected
to result in a Material Adverse Effect.

      5.15  SOLVENCY.

            Each Loan Party is and, upon the incurrence of any Obligations by
such Loan Party on any date on which this representation is made, will be,
Solvent.

      5.16  MATTERS RELATING TO COLLATERAL.

            A. CREATION, PERFECTION AND PRIORITY OF LIENS. The execution and
delivery of the Collateral Documents by Loan Parties, together with (i) the
actions taken on or prior to the date hereof pursuant to subsections 4.1J, 6.8
and 6.9 and (ii) the delivery to Administrative Agent of any Pledged Collateral
are effective to create in favor of Administrative Agent for the benefit of
Lenders, as security for the respective Secured Obligations (as defined in the
applicable Collateral Document in respect of any Collateral), a valid First
Priority Lien on all of the Collateral, and all filings and other actions
necessary or desirable to perfect and maintain the perfection and First Priority
status of such Liens have been duly made or taken and remain in full force and
effect, other than the filing of any UCC financing statements delivered to

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Administrative Agent for filing (but not yet filed) and the periodic filing of
UCC continuation statements in respect of UCC financing statements filed by or
on behalf of Administrative Agent.

            B. GOVERNMENTAL AUTHORIZATIONS. No authorization, approval or other
action by, and no notice to or filing with, any Government Authority is required
for either (i) the pledge or grant by any Loan Party of the Liens purported to
be created in favor of Administrative Agent pursuant to any of the Collateral
Documents or (ii) the exercise by Administrative Agent of any rights or remedies
in respect of any Collateral (whether specifically granted or created pursuant
to any of the Collateral Documents or created or provided for by applicable
law), except for filings or recordings contemplated by subsection 5.16A and
except as may be required, in connection with the disposition of any Pledged
Collateral, by laws generally affecting the offering and sale of securities.

            C. ABSENCE OF THIRD-PARTY FILINGS. Except such as may have been
filed in favor of Administrative Agent as contemplated by subsection 5.16A and
to evidence permitted lease obligations and other Liens permitted pursuant to
subsection 7.2, (i) no effective UCC financing statement, fixture filing or
other instrument similar in effect covering all or any part of the Collateral is
on file in any filing or recording office and (ii) no effective filing covering
all or any part of the IP Collateral is on file in the PTO.

            D. MARGIN REGULATIONS. The pledge of the Pledged Collateral pursuant
to the Collateral Documents does not violate Regulation T, U or X of the Board
of Governors of the Federal Reserve System.

            E. INFORMATION REGARDING COLLATERAL. All information supplied to
Administrative Agent by or on behalf of any Loan Party with respect to any of
the Collateral (in each case taken as a whole with respect to any particular
Collateral) is accurate and complete in all material respects.

      5.17  DISCLOSURE.

            No representation or warranty of Holdings or any of its Subsidiaries
contained in any Loan Document or in any other document, certificate or written
statement furnished to Lenders by or on behalf of Holdings or any of its
Subsidiaries for use in connection with the transactions contemplated by this
Agreement contains any untrue statement of a material fact or omits to state a
material fact (known to any Loan Party, in the case of any document not
furnished by it) necessary in order to make the statements contained herein or
therein not misleading in light of the circumstances in which the same were
made. Any projections and pro forma financial information contained in such
materials are based upon good faith estimates and assumptions believed by each
Loan Party to be reasonable at the time made, it being recognized by Lenders
that such projections as to future events are not to be viewed as facts and that
actual results during the period or periods covered by any such projections may
differ from the projected results. There are no facts known (or which should
upon the reasonable exercise of diligence be known) to any Loan Party (other
than matters of a general economic nature) that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect
and that have not been disclosed herein or in such other documents, certificates
and statements furnished to Lenders for use in connection with the transactions
contemplated hereby.

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      5.18  SUBORDINATED INDEBTEDNESS.

            The Obligations constitute senior indebtedness that is entitled to
the benefits of the subordination provisions, if any, of all Subordinated
Indebtedness of Holdings and its Subsidiaries.

      5.19  INDEBTEDNESS OUTSTANDING.

            As of the Closing Date, Schedule 5.19 annexed hereto contains a
true, accurate and complete description of (i) all Indebtedness of the Loan
Parties (other than the Obligations) that will be outstanding after the Closing
Date and (ii) all Indebtedness of the Loan Parties that will be repaid,
defeased, transferred or otherwise terminated on or prior to the Closing Date.

      5.20  REPORTING TO IRS.

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

            Company acknowledges that one or more Lenders may treat their Loans
as part of a transaction that is subject to Treasury Regulation Section 1.6011-4
or Section 301.6112-1, and Administrative Agent and such Lender or Lenders, as
applicable, may file such IRS forms or maintain such lists and other records as
they may determine is required by such Treasury Regulations.

      5.21  FOREIGN ASSETS CONTROL REGULATIONS, ETC.

            Neither the making of the Loans to, or issuance of a Letter of
Credit on behalf of, Company nor its use of the proceeds thereof will violate
the Trading with the Enemy Act, as amended, or any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating
thereto. Without limiting the foregoing, neither Company nor any of its
Subsidiaries or Affiliates (a) is or will become a Person whose property or
interests in property are blocked pursuant to Section 1 of Executive Order 13224
of September 23, 2001 Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079
(2001)) or (b) engages or will engage in any dealings or transactions, or be
otherwise associated, with any such Person. Company and its Subsidiaries and
Affiliates are in compliance, in all material respects, with the Uniting And
Strengthening America By Providing Appropriate Tools Required To Intercept And
Obstruct Terrorism (USA Patriot Act of 2001).

SECTION 6. COMPANY'S AFFIRMATIVE COVENANTS

            Company covenants and agrees that, so long as any of the Commitments
hereunder shall remain in effect and until payment in full of all of the Loans
and other Obligations and the cancellation or expiration of all Letters of
Credit, unless Requisite Lenders

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shall otherwise give prior written consent, Company shall perform, and shall
cause each of its Subsidiaries to perform, all covenants in this Section 6.

      6.1   FINANCIAL STATEMENTS AND OTHER REPORTS.

            Holdings will maintain, and cause each of its Subsidiaries to
maintain, a system of accounting established and administered in accordance with
sound business practices to permit preparation of financial statements in
conformity with GAAP. Company will deliver to Administrative Agent and Lenders:

            (i) Events of Default, etc.: promptly upon any officer of Company
      obtaining knowledge (a) of any condition or event that constitutes an
      Event of Default or Potential Event of Default, or becoming aware that any
      Lender has given any notice (other than to Administrative Agent) or taken
      any other action with respect to a claimed Event of Default or Potential
      Event of Default, (b) that any Person has given any notice to Holdings or
      any of its Subsidiaries or taken any other action with respect to a
      claimed default or event or condition of the type referred to in
      subsection 8.2, (c) of any change in the independent certified public
      accountants of Holdings or any of its Subsidiaries or (d) of the
      occurrence of any event or change that has caused or evidences, either in
      any case or in the aggregate, a Material Adverse Effect, an Officer's
      Certificate specifying the nature and period of existence of such
      condition, event or change, or specifying the notice given or action taken
      by any such Person and the nature of such claimed Event of Default,
      Potential Event of Default, default, event or condition, and what action
      Company has taken, is taking and proposes to take with respect thereto;

            (ii) Monthly Financials: as soon as available and in any event
      within 30 days after the end of each month of each Fiscal Year (other than
      any month that is also the last month of a Fiscal Quarter or Fiscal Year),
      (a) the condensed consolidated and consolidating balance sheets of Company
      and its Subsidiaries as at the end of such month, the related consolidated
      statement of income of Company and its Subsidiaries for such month and for
      the period from the beginning of the then current Fiscal Year to the end
      of such month, setting forth in each case in comparative form the
      corresponding figures from the Financial Plan for the current Fiscal Year,
      and the related statements of income of each business unit of Company and
      its Subsidiaries for such month, all in reasonable detail and (b) the
      backlog amount as of the end of such month;

            (iii) Quarterly Financials: as soon as available and in any event
      within 45 days after the end of each of the first three Fiscal Quarters of
      each Fiscal Year, (a) the consolidated and consolidating balance sheets of
      Company and its Subsidiaries as at the end of such Fiscal Quarter, the
      related consolidated statements of income, stockholders' equity and cash
      flows of Company and its Subsidiaries for such Fiscal Quarter and for the
      period from the beginning of the then current Fiscal Year to the end of
      such Fiscal Quarter, setting forth in each case in comparative form the
      corresponding figures for the corresponding periods of the previous Fiscal
      Year and the corresponding figures from the Financial Plan for the current
      Fiscal Year, and the related statements of income of each business unit of
      Company and its Subsidiaries for such Fiscal Quarter and for the period
      from the beginning of the then current Fiscal Year to the end of such
      Fiscal Quarter, all in

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      reasonable detail and certified by the chief financial officer of Company
      that they fairly present, in all material respects, the financial
      condition of Company and its Subsidiaries as at the dates indicated and
      the results of their operations and their cash flows for the periods
      indicated, subject to changes resulting from audit and normal year-end
      adjustments, (b) a report in substantially the form provided to Lenders
      prior to the date hereof and (c) the graphic presentation prepared for the
      Governing Body of Company for such Fiscal Quarter;

            (iv) Year-End Financials: as soon as available and in any event
      within 90 days after the end of each Fiscal Year, (a) the consolidated and
      consolidating balance sheets of Company and its Subsidiaries as at the end
      of such Fiscal Year, the balance sheet of each business unit of Company
      and its Subsidiaries as at the end of such Fiscal Year, the related
      consolidated statements of income, stockholders' equity and cash flows of
      Company and its Subsidiaries for such Fiscal Year, setting forth in each
      case in comparative form the corresponding figures for the previous Fiscal
      Year and the corresponding figures from the Financial Plan for the Fiscal
      Year covered by such financial statements, and the related statements of
      income of each business unit of Company and its Subsidiaries for such
      Fiscal Year, all in reasonable detail and certified by the chief financial
      officer of Company that they fairly present, in all material respects, the
      financial condition of Company and its Subsidiaries as at the dates
      indicated and the results of their operations and their cash flows for the
      periods indicated, (b) a report in substantially the form provided to
      Lenders prior to the date hereof, (c) the graphic presentation prepared
      for the Governing Body of Company for such Fiscal Year, and (d) in the
      case of such consolidated financial statements, a report thereon of
      PricewaterhouseCoopers LLP or other independent certified public
      accountants of recognized national standing selected by Company and
      reasonably satisfactory to Administrative Agent, which report shall be
      unqualified, shall express no doubts about the ability of Company and its
      Subsidiaries to continue as a going concern, and shall state that such
      consolidated financial statements fairly present, in all material
      respects, the consolidated financial position of Company and its
      Subsidiaries as at the dates indicated and the results of their operations
      and their cash flows for the periods indicated in conformity with GAAP
      applied on a basis consistent with prior years (except as otherwise
      disclosed in such financial statements) and that the examination by such
      accountants in connection with such consolidated financial statements has
      been made in accordance with generally accepted auditing standards;

            (v) Compliance Certificates: together with each delivery of
      financial statements of Company and its Subsidiaries pursuant to
      subdivisions (iii) and (iv) above, (a) an Officer's Certificate of Company
      stating that the signers have reviewed the terms of this Agreement and
      have made, or caused to be made under their supervision, a review in
      reasonable detail of the transactions and condition of Company and its
      Subsidiaries during the accounting period covered by such financial
      statements and that such review has not disclosed the existence during or
      at the end of such accounting period, and that the signers do not have
      knowledge of the existence as at the date of such Officer's Certificate,
      of any condition or event that constitutes an Event of Default or
      Potential Event of Default, or, if any such condition or event existed or
      exists, specifying the nature and period of existence thereof and what
      action Company has taken, is taking and

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      proposes to take with respect thereto; and (b) a Compliance Certificate
      demonstrating in reasonable detail compliance during and at the end of the
      applicable accounting periods with the restrictions contained in Section
      7, in each case to the extent compliance with such restrictions is
      required to be tested at the end of the applicable accounting period;

            (vi) Accountants' Certification: together with each delivery of
      consolidated financial statements of Company and its Subsidiaries pursuant
      to subdivision (iv) above, a written statement by the independent
      certified public accountants giving the report thereon (a) stating that
      their audit examination has included a review of the terms of this
      Agreement and the other Loan Documents as they relate to accounting
      matters, (b) stating whether, in connection with their audit examination,
      any condition or event that constitutes an Event of Default or Potential
      Event of Default has come to their attention and, if such a condition or
      event has come to their attention, specifying the nature and period of
      existence thereof; provided that such accountants shall not be liable by
      reason of any failure to obtain knowledge of any such Event of Default or
      Potential Event of Default that would not be disclosed in the course of
      their audit examination, and (c) stating that based on their audit
      examination nothing has come to their attention that causes them to
      believe either or both that the information contained in the certificates
      delivered therewith pursuant to subdivision (iv) above is not correct or
      that the matters set forth in the Compliance Certificates delivered
      therewith pursuant to clause (b) of subdivision (iv) above for the
      applicable Fiscal Year are not stated in accordance with the terms of this
      Agreement;

            (vii) Accountants' Reports: promptly upon receipt thereof (unless
      restricted by applicable professional standards), copies of all reports
      submitted to Company by independent certified public accountants in
      connection with each annual, interim or special audit of the financial
      statements of Company and its Subsidiaries made by such accountants,
      including any comment letter submitted by such accountants to management
      in connection with their annual audit;

            (viii) SEC Filings and Press Releases: promptly upon their becoming
      available, copies of (a) all financial statements, reports, notices and
      proxy statements sent or made available generally by Holdings to its
      security holders or by any Subsidiary of Holdings to its security holders
      other than Holdings or another Subsidiary of Holdings, (b) all regular and
      periodic reports and all registration statements (other than on Form S-8
      or a similar form) and prospectuses, if any, filed by Holdings or any of
      its Subsidiaries with any securities exchange or with the Securities and
      Exchange Commission or any governmental or private regulatory authority,
      and (c) all press releases and other statements made available generally
      by Holdings or any of its Subsidiaries to the public concerning material
      developments in the business of Holdings or any of its Subsidiaries;

            (ix) Litigation or Other Proceedings: promptly upon any officer of
      Company obtaining knowledge of (1) the institution of, or non-frivolous
      threat of, any Proceeding against or affecting Holdings or any of its
      Subsidiaries or any property of Holdings or any of its Subsidiaries not
      previously disclosed in writing by Company to Lenders or (2) any material
      development in any Proceeding that, in any case:

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                  (x) if adversely determined, has a reasonable possibility of
            giving rise to a Material Adverse Effect;

                  (y) when considered together with all other Proceedings
            previously disclosed pursuant to this subsection has a reasonable
            possibility of giving rise to a Material Adverse Effect; or

                  (z) seeks to enjoin or otherwise prevent the consummation of,
            or to recover any damages or obtain relief as a result of, the
            transactions contemplated hereby;

      written notice thereof together with such other information as may be
      reasonably available to Company to enable Lenders and their counsel to
      evaluate such matters;

            (x) ERISA Events: promptly upon becoming aware of the occurrence of
      or forthcoming occurrence of any ERISA Event, a written notice specifying
      the nature thereof, what action Holdings, any of its Subsidiaries or any
      of their respective ERISA Affiliates has taken, is taking or proposes to
      take with respect thereto and, when known, any action taken or threatened
      by the Internal Revenue Service, the Department of Labor or the PBGC with
      respect thereto;

            (xi) ERISA Notices: with reasonable promptness, copies of (a) all
      notices received by Holdings, any of its Subsidiaries or any of their
      respective ERISA Affiliates from a Multiemployer Plan sponsor concerning
      an ERISA Event; and (b) copies of such other documents or governmental
      reports or filings relating to any Employee Benefit Plan as Administrative
      Agent shall reasonably request;

            (xii) Financial Plans: as soon as practicable and in any event no
      later than 30 days after the beginning of each Fiscal Year, a consolidated
      plan and financial forecast for such Fiscal Year (the "FINANCIAL PLAN" for
      such Fiscal Year), including (a) a forecasted consolidated balance sheet
      and forecasted consolidated statements of income and cash flows of Company
      and its Subsidiaries for such Fiscal Year, together with pro forma
      Compliance Certificates for each such Fiscal Year and an explanation of
      the assumptions on which such forecasts are based and (b) forecasted
      statements of income of each business unit of Company and its Subsidiaries
      for each month of such Fiscal Year and forecasted statements of cash flows
      of each business unit of Company and its Subsidiaries for each Fiscal
      Quarter of such Fiscal Year, together with an explanation of the
      assumptions on which such forecasts are based;

            (xiii) Insurance: as soon as practicable after any material change
      in insurance coverage maintained by Holdings and its Subsidiaries notice
      thereof to Administrative Agent specifying the changes and reasons
      therefor;

            (xiv) Governing Body: with reasonable promptness, written notice of
      any change in the Governing Body of Holdings or any of its Subsidiaries;

            (xv) New Subsidiaries: promptly upon any Person becoming a
      Subsidiary of Company, a written notice setting forth with respect to such
      Person (a) the date on which

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      such Person became a Subsidiary of Company and (b) all of the data
      required to be set forth in Schedule 5.1 annexed hereto with respect to
      all Subsidiaries of Company (it being understood that such written notice
      shall be deemed to supplement Schedule 5.1 annexed hereto for all purposes
      of this Agreement);

            (xvi) Sales Activity: as soon as practicable and in any event no
      later than 45 days after the end of each Fiscal Quarter, a Closed Contract
      Report and Backlog Report for such Fiscal Quarter, which Backlog Report
      shall identify any contracts contained in a prior Backlog Report that have
      been cancelled during such Fiscal Quarter that individually or in the
      aggregate represented 2% or more of the aggregate amount reflected on such
      Backlog Report; and

            (xvii) Other Information: with reasonable promptness, such other
      information and data with respect to Holdings or any of its Subsidiaries
      as from time to time may be reasonably requested by any Lender.

      6.2   EXISTENCE, ETC.

            Except as permitted under subsection 7.7, Holdings will, and will
cause each of its Subsidiaries to, at all times preserve and keep in full force
and effect its existence and all rights and franchises material to its business;
provided, however that neither Holdings nor any of its Subsidiaries shall be
required to preserve any such right or franchise if the Governing Body of
Holdings or such Subsidiary shall determine that the preservation thereof is no
longer desirable in the conduct of the business of Holdings or such Subsidiary,
as the case may be, and that the loss thereof is not disadvantageous in any
material respect to Holdings, such Subsidiary or Lenders.

      6.3   PAYMENT OF TAXES AND CLAIMS; TAX.

            A. Holdings will, and will cause each of its Subsidiaries to, pay
all taxes, assessments and other governmental charges imposed upon it or any of
its properties or assets or in respect of any of its income, businesses or
franchises before any penalty accrues thereon, and all claims (including claims
for labor, services, materials and supplies) for sums that have become due and
payable and that by law have or may become a Lien upon any of its properties or
assets, prior to the time when any penalty or fine shall be incurred with
respect thereto; provided that no such charge or claim need be paid if it is
being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted, so long as (i) such reserve or other appropriate
provision, if any, as shall be required in conformity with GAAP shall have been
made therefor and (ii) in the case of a charge or claim which has or may become
a Lien against any of the Collateral, such proceedings operate to stay the sale
of any portion of the Collateral to satisfy such charge or claim.

            B. Holdings will not, nor will it permit any of its Subsidiaries to,
file or consent to the filing of any consolidated income tax return with any
Person (other than Holdings or any of its Subsidiaries).

      6.4   MAINTENANCE OF PROPERTIES; INSURANCE; APPLICATION OF NET INSURANCE/
            CONDEMNATION PROCEEDS.

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            A. MAINTENANCE OF PROPERTIES. Holdings will, and will cause each of
its Subsidiaries to, maintain or cause to be maintained in good repair, working
order and condition, ordinary wear and tear and damage caused by force majeure
events excepted, all material properties used or useful in the business of
Holdings and its Subsidiaries (including all Intellectual Property) and from
time to time will make or cause to be made all appropriate repairs, renewals and
replacements thereof (including repair of damage caused by force majeure
events).

            B. INSURANCE. Holdings will maintain or cause to be maintained, with
financially sound and reputable insurers, such public liability insurance, third
party property damage insurance, business interruption insurance and casualty
insurance with respect to liabilities, losses or damage in respect of the
assets, properties and businesses of Holdings and its Subsidiaries as may
customarily be carried or maintained under similar circumstances by corporations
of established reputation engaged in similar businesses, in each case in such
amounts (giving effect to self-insurance), with such deductibles, covering such
risks and otherwise on such terms and conditions as shall be customary for
corporations similarly situated in the industry. Without limiting the generality
of the foregoing, Holdings will maintain or cause to be maintained (i) flood
insurance with respect to each Flood Hazard Property that is located in a
community that participates in the National Flood Insurance Program, in each
case in compliance with any applicable regulations of the Board of Governors of
the Federal Reserve System, and (ii) replacement value casualty insurance on the
Collateral under such policies of insurance, with such insurance companies, in
such amounts, with such deductibles, and covering such risks as are at all times
satisfactory to Administrative Agent in its commercially reasonable judgment.
Each such policy of insurance shall (a) name Administrative Agent for the
benefit of Lenders as an additional insured thereunder as its interests may
appear and (b) in the case of each business interruption and casualty insurance
policy, contain a loss payable clause or endorsement, satisfactory in form and
substance to Administrative Agent, that names Administrative Agent for the
benefit of Lenders as the loss payee thereunder for any covered loss in excess
of $250,000 and provides for at least 30 days prior written notice to
Administrative Agent of any modification or cancellation of such policy.

            C. APPLICATION OF NET INSURANCE/CONDEMNATION PROCEEDS.

            (i) Business Interruption Insurance. Upon receipt by Company or any
      of its Subsidiaries of any business interruption insurance proceeds
      constituting Net Insurance/Condemnation Proceeds, (a) so long as no Event
      of Default or Potential Event of Default under subsection 8.1, 8.6, 8.7 or
      8.9 shall have occurred and be continuing and no Potential Event of
      Default under subsection 8.8 shall have occurred and be continuing for
      more than 30 days, Company or such Subsidiary may retain and apply such
      Net Insurance/Condemnation Proceeds for working capital purposes, and (b)
      if an Event of Default or Potential Event of Default under subsection 8.1,
      8.6, 8.7 or 8.9 shall have occurred and be continuing or Potential Event
      of Default under subsection 8.8 shall have occurred and be continuing for
      more than 30 days, Company shall apply an amount equal to such Net
      Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving
      Loan Commitments shall be reduced) as provided in subsection 2.4B;

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            (ii) Net Insurance/Condemnation Proceeds Received by Company. Upon
      receipt by Company or any of its Subsidiaries of any Net
      Insurance/Condemnation Proceeds other than from business interruption
      insurance, (a) so long as no Event of Default or Potential Event of
      Default under subsection 8.1, 8.6, 8.7 or 8.9 shall have occurred and be
      continuing and no Potential Event of Default under subsection 8.8 shall
      have occurred and be continuing for more than 30 days, Company shall, or
      shall cause one or more of its Subsidiaries to, promptly and diligently
      apply such Net Insurance/Condemnation Proceeds to pay or reimburse the
      costs of repairing, restoring or replacing the assets in respect of which
      such Net Insurance/Condemnation Proceeds were received or, to the extent
      not so applied, to prepay the Loans (and/or the Revolving Loan Commitments
      shall be reduced) as provided in subsection 2.4B, and (b) if an Event of
      Default or Potential Event of Default under subsection 8.1, 8.6, 8.7 or
      8.9 shall have occurred and be continuing and no Potential Event of
      Default under subsection 8.8 shall have occurred and be continuing for
      more than 30 days, Company shall apply an amount equal to such Net
      Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving
      Loan Commitments shall be reduced) as provided in subsection 2.4B; and

            (iii) Net Insurance/Condemnation Proceeds Received by Administrative
      Agent. Upon receipt by Administrative Agent of any Net
      Insurance/Condemnation Proceeds other than from business interruption
      insurance as loss payee, (a) if and to the extent Company would have been
      required to apply such Net Insurance/Condemnation Proceeds (if it had
      received them directly) to prepay the Loans and/or reduce the Revolving
      Loan Commitments, Administrative Agent shall, and Company hereby
      authorizes Administrative Agent to, apply such Net Insurance/Condemnation
      Proceeds to prepay the Loans (and/or the Revolving Loan Commitments shall
      be reduced) as provided in subsection 2.4B, and (b) to the extent the
      foregoing clause (a) does not apply and (1) the aggregate amount of such
      Net Insurance/Condemnation Proceeds received (and reasonably expected to
      be received) by Administrative Agent in respect of any covered loss does
      not exceed $250,000, Administrative Agent shall deliver such Net
      Insurance/Condemnation Proceeds to Company, and Company shall, or shall
      cause one or more of its Subsidiaries to, promptly apply such Net
      Insurance/Condemnation Proceeds to the costs of repairing, restoring, or
      replacing the assets in respect of which such Net Insurance/Condemnation
      Proceeds were received, and (2) if the aggregate amount of Net
      Insurance/Condemnation Proceeds received (and reasonably expected to be
      received) by Administrative Agent in respect of any covered loss exceeds
      $250,000, Administrative Agent shall hold such Net Insurance/Condemnation
      Proceeds pursuant to the terms of the Security Agreement and, so long as
      Company or any of its Subsidiaries proceeds diligently to repair, restore
      or replace the assets of Company or such Subsidiary in respect of which
      such Net Insurance/Condemnation Proceeds were received, Administrative
      Agent shall from time to time disburse to Company or such Subsidiary from
      the Collateral Account, to the extent of any such Net
      Insurance/Condemnation Proceeds remaining therein in respect of the
      applicable covered loss, amounts necessary to pay the cost of such repair,
      restoration or replacement after the receipt by Administrative Agent of
      invoices or other documentation reasonably satisfactory to Administrative
      Agent relating to the amount of costs so incurred and the work performed
      (including, if required by Administrative Agent, lien releases and
      architects' certificates); provided, however that if at any time
      Administrative Agent reasonably determines

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      (A) that Company or such Subsidiary is not proceeding diligently with such
      repair, restoration or replacement or (B) that such repair, restoration or
      replacement cannot be completed with the Net Insurance/Condemnation
      Proceeds then held by Administrative Agent for such purpose, together with
      funds otherwise available to Company for such purpose, or that such
      repair, restoration or replacement cannot be completed within 180 days
      after the receipt by Administrative Agent of such Net
      Insurance/Condemnation Proceeds, Administrative Agent shall, and Company
      hereby authorizes Administrative Agent to, apply such Net Insurance/
      Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan
      Commitments shall be reduced) as provided in subsection 2.4B.

      6.5   INSPECTION RIGHTS; LENDER MEETING.

            A. INSPECTION RIGHTS. Holdings shall, and shall cause each of its
Subsidiaries to, permit any authorized representatives designated by any Lender
to visit and inspect any of the properties of Holdings or of any of its
Subsidiaries, to inspect, copy and take extracts from its and their financial
and accounting records, and to discuss its and their affairs, finances and
accounts with its and their officers and independent public accountants
(provided that Company may, if it so chooses, be present at or participate in
any such discussion), all upon reasonable notice and at such reasonable times
during normal business hours and as often as may reasonably be requested.

            B. LENDER MEETING. Company will, upon the request of Administrative
Agent or Requisite Lenders, participate in a meeting of Administrative Agent and
Lenders once during each Fiscal Year to be held at Company's principal offices
(or at such other location as may be agreed to by Company and Administrative
Agent) at such time as may be agreed to by Company and Administrative Agent.

            C. COLLATERAL AUDITS. Holdings shall, and shall cause each of its
Subsidiaries to, permit any authorized representatives designated by
Administrative Agent to conduct audits of the Collateral of Loan Parties all
upon reasonable notice and at such reasonable times during normal business hours
and as often as may reasonably be requested; provided, however that so long as
no Event of Default has occurred and is continuing, the costs and expenses of
such audits required to be paid by Company shall not exceed $20,000 during any
Fiscal Year.

      6.6   COMPLIANCE WITH LAWS, ETC.

            Holdings shall comply, and shall cause each of its Subsidiaries and
all other Persons on or occupying any Facilities to comply, with the
requirements of all applicable laws, rules, regulations and orders of any
Government Authority (including all Environmental Laws), noncompliance with
which could reasonably be expected to result in, individually or in the
aggregate, a Material Adverse Effect.

      6.7   ENVIRONMENTAL MATTERS.

            A. ENVIRONMENTAL DISCLOSURE. Company will deliver to Administrative
Agent and Lenders:

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            (i) Environmental Audits and Reports. As soon as practicable
      following receipt thereof, copies of all environmental audits,
      investigations, analyses and reports of any kind or character, whether
      prepared by personnel of Holdings or any of its Subsidiaries or by
      independent consultants, governmental authorities or any other Persons,
      with respect to significant environmental matters at any Facility that,
      individually or in the aggregate, could reasonably be expected to result
      in a Material Adverse Effect or with respect to any Environmental Claims
      that, individually or in the aggregate, could reasonably be expected to
      result in a Material Adverse Effect;

            (ii) Notice of Certain Releases, Remedial Actions, Etc. Promptly
      upon the occurrence thereof, written notice describing in reasonable
      detail (a) any Release required to be reported to any federal, state or
      local governmental or regulatory agency under any applicable Environmental
      Laws, and (b) any remedial action taken by any Loan Party or any other
      Person in response to (1) any Hazardous Materials Activities the existence
      of which could reasonably be expected to result in one or more
      Environmental Claims having, individually or in the aggregate, a Material
      Adverse Effect, or (2) any Environmental Claims that, individually or in
      the aggregate, could reasonably be expected to result in a Material
      Adverse Effect;

            (iii) Written Communications Regarding Environmental Claims,
      Releases, Etc. As soon as practicable following the sending or receipt
      thereof by Company or any of its Subsidiaries, a copy of any and all
      written communications with respect to (a) any Environmental Claims that,
      individually or in the aggregate, could reasonably be expected to result
      in a Material Adverse Effect, (b) any Release required to be reported to
      any federal, state or local governmental or regulatory agency, and (c) any
      request for information from any governmental agency that suggests such
      agency is investigating whether Holdings or any of its Subsidiaries may be
      potentially responsible for any Hazardous Materials Activity; and

            (iv) Notice of Certain Proposed Actions Having Environmental Impact.
      Prompt written notice describing in reasonable detail (a) any proposed
      acquisition of stock, assets, or property by Holdings or any of its
      Subsidiaries that could reasonably be expected to (1) expose Holdings or
      any of its Subsidiaries to, or result in, Environmental Claims that could
      reasonably be expected to result in, individually or in the aggregate, a
      Material Adverse Effect or (2) affect the ability of Holdings or any of
      its Subsidiaries to maintain in full force and effect all material
      Governmental Authorizations required under any Environmental Laws for
      their respective operations and (b) any proposed action to be taken by
      Holdings or any of its Subsidiaries to commence manufacturing or other
      industrial operations or to modify current operations in a manner that
      could reasonably be expected to subject Holdings or any of its
      Subsidiaries to any additional obligations or requirements under any
      Environmental Laws that could reasonably be expected to result in,
      individually or in the aggregate, a Material Adverse Effect.

            B. COMPANY'S ACTIONS REGARDING HAZARDOUS MATERIALS ACTIVITIES,
ENVIRONMENTAL CLAIMS AND VIOLATIONS OF ENVIRONMENTAL LAWS.

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            (i) Remedial Actions Relating to Hazardous Materials Activities.
      Holdings shall, in compliance with all applicable Environmental Laws,
      promptly undertake, and shall cause each of its Subsidiaries promptly to
      undertake, any and all investigations, studies, sampling, testing,
      abatement, cleanup, removal, remediation or other response actions
      necessary to remove, remediate, clean up or abate any Hazardous Materials
      Activity on, under or about any Facility that is in violation of any
      Environmental Laws or that presents a material risk of giving rise to an
      Environmental Claim and that could reasonably be expected to result in,
      individually or in the aggregate, a Material Adverse Effect.

            (ii) Actions with Respect to Environmental Claims and Violations of
      Environmental Laws. Holdings shall promptly take, and shall cause each of
      its Subsidiaries promptly to take, any and all actions necessary to (i)
      cure any violation of applicable Environmental Laws by Holdings or any of
      its Subsidiaries that could reasonably be expected to result in,
      individually or in the aggregate, a Material Adverse Effect and (ii) make
      an appropriate response to any Environmental Claim against Holdings or any
      of its Subsidiaries and discharge any obligations it may have to any
      Person thereunder where failure to do so could reasonably be expected to
      result in, individually or in the aggregate, a Material Adverse Effect.

      6.8   EXECUTION OF SUBSIDIARY GUARANTY AND PERSONAL PROPERTY COLLATERAL
            DOCUMENTS AFTER THE CLOSING DATE.

            A. EXECUTION OF SUBSIDIARY GUARANTY AND PERSONAL PROPERTY COLLATERAL
DOCUMENTS. In the event that any Person becomes a Domestic Subsidiary of Company
after the date hereof, Company will promptly notify Administrative Agent of that
fact and cause such Domestic Subsidiary to execute and deliver to Administrative
Agent a counterpart of the Subsidiary Guaranty and Security Agreement and to
take all such further actions and execute all such further documents and
instruments (including actions, documents and instruments comparable to those
described in subsection 4.1J) as may be necessary or, in the opinion of
Administrative Agent, reasonably desirable to create in favor of Administrative
Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on
all of the personal and mixed property assets of such Domestic Subsidiary
described in the applicable forms of Collateral Documents.

            B. FOREIGN SUBSIDIARIES. In the event that any Person becomes a
Foreign Subsidiary of Company after the date hereof, Company will promptly
notify Administrative Agent of that fact and, if such Subsidiary is directly
owned by Company or a Domestic Subsidiary, cause such Subsidiary to execute and
deliver to Administrative Agent such documents and instruments and take such
further actions (including actions, documents and instruments comparable to
those described in subsection 4.1J) as may be necessary, or in the reasonable
opinion of Administrative Agent, desirable to create in favor of Administrative
Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on
65% of the capital stock of such Foreign Subsidiary; provided, however, that no
action shall be required to be taken by any Loan Party with respect to the
Capital Stock of any Foreign Subsidiary pursuant to this subsection in the event
that Company and Administrative Agent agree in good faith that the

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pledge of such Capital Stock would result in an unreasonable tax liability to
any Loan Party or would otherwise be impracticable.

            C. SUBSIDIARY ORGANIZATIONAL DOCUMENTS, LEGAL OPINIONS, ETC. In the
event that any Person becomes a Subsidiary of Company after the date hereof,
Company shall deliver to Administrative Agent, together with the Loan Documents
required by subsections 6.8A and 6.8B hereof, (i) certified copies of such
Subsidiary's Organizational Documents, together with, if such Subsidiary is a
Domestic Subsidiary, a good standing certificate from the Secretary of State of
the jurisdiction of its organization and, to the extent generally available, a
certificate or other evidence of good standing as to payment of any applicable
franchise or similar taxes from the appropriate taxing authority of each of such
jurisdictions, each to be dated a recent date prior to their delivery to
Administrative Agent, (ii) a certificate executed by the secretary or similar
officer of such Subsidiary as to (a) the fact that the attached resolutions of
the Governing Body of such Subsidiary approving and authorizing the execution,
delivery and performance of such Loan Documents are in full force and effect and
have not been modified or amended and (b) the incumbency and signatures of the
officers of such Subsidiary executing such Loan Documents, (iii) if the parent
of such Subsidiary is Company or a Domestic Subsidiary, an executed supplement
to the Security Agreement evidencing the pledge of the Capital Stock of such
Subsidiary by Company or a Subsidiary of Company that owns such Capital Stock,
accompanied by all certificates evidencing such Capital Stock, together with an
irrevocable undated stock powers duly endorsed in blank and satisfactory in form
and substance to Administrative Agent, and (iv) a favorable opinion of counsel
to such Subsidiary, in form and substance satisfactory to Administrative Agent
and its counsel, as to (a) the due organization and good standing of such
Subsidiary, (b) the due authorization, execution and delivery by such Subsidiary
of such Loan Documents, (c) the enforceability of such Loan Documents against
such Subsidiary and (d) such other matters (including matters relating to the
creation and perfection of Liens in any Collateral pursuant to such Loan
Documents) as Administrative Agent may reasonably request, all of the foregoing
to be satisfactory in form and substance to Administrative Agent and its
counsel.

      6.9   MATTERS RELATING TO REAL PROPERTY COLLATERAL.

            A. MORTGAGES, ETC. From and after the Closing Date, in the event
that (i) Company or any Subsidiary Guarantor acquires any fee interest in real
property with a fair market value of $500,000 or more or (ii) at the time any
Person becomes a Subsidiary Guarantor, such Person owns or holds any fee
interest in such real property, in either case excluding any such Real Property
Asset the encumbrancing of which requires the consent of any then-existing
senior lienholder, where Company and its Subsidiaries have attempted in good
faith, but are unable, to obtain such senior lienholder's consent (any such
non-excluded Real Property Asset described in the foregoing clause (i) or (ii)
being a "MORTGAGED PROPERTY"), Company or such Subsidiary Guarantor shall
deliver to Administrative Agent, as soon as practicable after such Person
acquires such Mortgaged Property or becomes a Subsidiary Guarantor, as the case
may be, a fully executed and notarized Mortgage, in proper form for recording in
all appropriate places in all applicable jurisdictions, encumbering the interest
of such Loan Party in such Mortgaged Property; and such opinions, appraisal,
documents, title insurance and environmental reports with respect to such
Mortgaged Property that may be reasonably required by Administrative Agent.

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            B. REAL ESTATE APPRAISALS. Company shall, and shall cause each of
its Subsidiaries to, permit an independent real estate appraiser satisfactory to
Administrative Agent, upon reasonable notice, to visit and inspect any Mortgaged
Property for the purpose of preparing an appraisal of such Mortgaged Property
satisfying the requirements of any applicable laws and regulations (in each case
to the extent required under such laws and regulations as determined by
Administrative Agent in its discretion).

      6.10  INTEREST RATE PROTECTION.

            At all times after the date that is 90 days after the Closing Date,
Company shall maintain in effect one or more Interest Rate Agreements with
respect to the Term Loans, in an aggregate notional principal amount of not less
than 50% of the aggregate principal amount of the Term Loans, which Interest
Rate Agreements shall have the effect of establishing a maximum interest rate
with respect to such notional principal amount, each such Interest Rate
Agreement to be in form and substance satisfactory to Administrative Agent and
with a term of not less than three years.

      6.11  DEPOSIT ACCOUNTS AND CASH MANAGEMENT SYSTEMS.

            Company shall, and shall cause each of its Domestic Subsidiaries to,
use and maintain its Deposit Accounts and cash management systems in a manner
reasonably satisfactory to Administrative Agent. From and after the date that is
90 days after the Closing Date, Company shall not permit such Deposit Accounts
maintained in the United States at any time to have a principal balance in
excess of $250,000 in the aggregate unless, with respect to any amounts in
excess of $250,000, Company or such Domestic Subsidiary, as the case may be, has
(i) executed and delivered to Administrative Agent a Control Agreement and (ii)
taken all other steps necessary or, in the opinion of Administrative Agent,
desirable to ensure that Administrative Agent has a perfected security interest
in such Deposit Account; provided that if Company or such Domestic Subsidiary is
unable to obtain a Control Agreement from the financial institution at which the
Deposit Account is maintained Company shall, or shall cause such Subsidiary to,
within 30 days after receiving a written request by Administrative Agent to do
so, transfer all amounts in the applicable Deposit Account to a Deposit Account
maintained at a financial institution from which Company or such Domestic
Subsidiary has obtained a Control Agreement; provided further that during the
period from and including the Closing Date to and including the date that is 90
days after the Closing Date, Company shall not permit Deposit Accounts
maintained in the United States to have a principal balance in excess of
$1,000,000 in the aggregate unless Company or its Subsidiaries shall have taken
the actions required in clauses (i) and (ii) of this subsection 6.11 with
respect to any amounts in excess of $250,000. Company shall not, and shall not
permit any of its Domestic Subsidiaries to, accumulate amounts in Deposit
Accounts maintained outside the United States at any time in excess of amounts
used by Company and such Subsidiaries in the ordinary course of business.

      6.12  COLLATERAL ACCESS AGREEMENTS.

            Company shall use its commercially reasonable best efforts to
obtain, within 90 days after the date hereof, executed Collateral Access
Agreements for all Material Leasehold Property.

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      6.13  POST CLOSING.

            A. Within 30 days of the Closing Date or such later date agreed by
the Administrative Agent in its sole discretion, Company shall, and shall cause
each of its Domestic Subsidiaries to, deliver to Administrative Agent
certificates (which certificates shall be accompanied by irrevocable undated
stock powers, duly endorsed in blank and otherwise satisfactory in form and
substance to Administrative Agent) representing all Capital Stock of MFH, Inc.
and Call Co pledged pursuant to the Security Agreement.

            B. Within 90 days of the Closing Date or such later date agreed by
the Administrative Agent in its sole discretion,

            (i) Company shall, and shall cause each of its Domestic Subsidiaries
      to, execute and deliver to Administrative Agent the Foreign Pledge
      Agreements with respect to 65% of the Capital Stock owned by Company or a
      Domestic Subsidiary of all Foreign Subsidiaries with respect to which
      Administrative Agent deems a Foreign Pledge Agreement necessary or
      advisable to perfect or otherwise protect the First Priority Liens granted
      to Administrative Agent on behalf of Lenders in such Capital Stock, and
      taken all such other actions under the laws of such jurisdictions as
      Administrative Agent may deem necessary or advisable to perfect or
      otherwise protect such Liens; provided, however, that no action shall be
      required to be taken by any Loan Party with respect to the Capital Stock
      of any Foreign Subsidiary pursuant to this subsection in the event that
      Company and Administrative Agent agree in good faith that the pledge of
      such Capital Stock would result in an unreasonable tax liability to any
      Loan Party or would otherwise be impracticable; and

            (ii) Company shall, and shall cause each of its Subsidiaries to,
      deliver to Administrative Agent an original executed intercompany note of
      any and all Foreign Subsidiaries with Indebtedness to any Loan Party in
      favor of all Loan Parties, duly endorsed in a manner satisfactory to
      Administrative Agent.

SECTION 7. COMPANY'S NEGATIVE COVENANTS

            Company covenants and agrees that, so long as any of the Commitments
hereunder shall remain in effect and until payment in full of all of the Loans
and other Obligations and the cancellation or expiration of all Letters of
Credit, unless Requisite Lenders shall otherwise give prior written consent,
Company shall perform, and shall cause each of its Subsidiaries to perform, all
covenants in this Section 7.

      7.1   INDEBTEDNESS.

            Holdings shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or guaranty, or otherwise become
or remain directly or indirectly liable with respect to, any Indebtedness,
except:

            (i) Company may become and remain liable with respect to the
      Obligations;

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            (ii) Company and its Subsidiaries may become and remain liable with
      respect to Contingent Obligations permitted by subsection 7.4 and, upon
      any matured obligations actually arising pursuant thereto, the
      Indebtedness corresponding to the Contingent Obligations so extinguished;

            (iii) Company may become and remain liable with respect to
      Indebtedness to any of its wholly-owned Domestic Subsidiaries, and any
      wholly-owned Domestic Subsidiary may become and remain liable with respect
      to Indebtedness to Company or any other wholly-owned Domestic Subsidiary;
      provided that (a) all such intercompany Indebtedness shall be evidenced by
      promissory notes, (b) all such intercompany Indebtedness owed by Company
      to any of its Subsidiaries shall be subordinated in right of payment to
      the payment in full of the Obligations pursuant to the terms of the
      applicable promissory notes or an intercompany subordination agreement,
      and (c) any payment by any Subsidiary of Company under any guaranty of the
      Obligations shall result in a pro tanto reduction of the amount of any
      intercompany Indebtedness owed by such Subsidiary to Company or to any of
      its Subsidiaries for whose benefit such payment is made;

            (iv) Company may remain liable with respect to Indebtedness
      described in Schedule 7.1 annexed hereto and any refinancing thereof in an
      aggregate principal amount not to exceed the amount outstanding on the
      Closing Date;

            (v) Foreign Subsidiaries may become and remain liable with respect
      to other Indebtedness in an aggregate principal amount not to exceed
      $5,000,000 at any time outstanding;

            (vi) Company and its Subsidiaries may become and remain liable in
      respect of Capital Leases (including those described in Schedule 7.1
      annexed hereto) aggregating not in excess of $5,000,000 at any time;

            (vii) Company and its Subsidiaries may become and remain liable with
      respect to Indebtedness secured by Liens permitted under subsection 7.2(v)
      in an aggregate principal amount not to exceed $5,000,000 at any time
      outstanding;

            (viii) Foreign Subsidiaries organized or formed under the laws of
      any country other than the Designated Countries may become and remain
      liable with respect to Indebtedness to Company or any Subsidiary of
      Company in an aggregate principal amount not to exceed $4,000,000 at any
      time outstanding;

            (ix) Foreign Subsidiaries organized or formed under the laws of one
      of the Designated Countries may become and remain liable with respect to
      Indebtedness to Company or any Subsidiary of Company in an aggregate
      amount not to exceed $4,000,000 at any time outstanding;

            (x) Foreign Subsidiaries organized or formed under the laws of one
      of the Designated Countries may become and remain liable with respect to
      other Indebtedness to any other Foreign Subsidiary organized or formed
      under the laws of one of the Designated Countries; and

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            (xi) Company and its Subsidiaries may become and remain liable with
      respect to other Indebtedness and Contingent Obligations permitted under
      subsection 7.4(vi) in an aggregate principal amount not to exceed
      $4,000,000 at any time outstanding.

            (xii) Holdings may become and remain liable with respect to
      Indebtedness to sellers issued in connection with Permitted Acquisitions.

      7.2   LIENS AND RELATED MATTERS.

            A. PROHIBITION ON LIENS. Holdings shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly, create, incur, assume or
permit to exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts
receivable) of Company or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the UCC or under any similar recording or notice statute, except:

            (i) Permitted Encumbrances;

            (ii) Liens granted pursuant to the Collateral Documents;

            (iii) Liens described in Schedule 7.2 annexed hereto and
      refinancings of the foregoing; provided that such Lien does not extend to
      any other assets of Company or its Subsidiaries;

            (iv) Liens on assets of Foreign Subsidiaries securing Indebtedness
      permitted under subsection 7.1(v); and

            (v) Liens to secure the payment of all or any part of the purchase
      price of an asset upon the acquisition of such asset by Company or a
      Subsidiary; provided however, that the Lien shall apply only to the asset
      so acquired and the proceeds thereof.

            B. EQUITABLE LIEN IN FAVOR OF LENDERS. If Holdings or any of its
Subsidiaries shall create or assume any Lien upon any of its properties or
assets, whether now owned or hereafter acquired, other than Liens excepted by
the provisions of subsection 7.2A, it shall make or cause to be made effective
provision whereby the Obligations will be secured by such Lien equally and
ratably with any and all other Indebtedness secured thereby as long as any such
Indebtedness shall be so secured; provided that, notwithstanding the foregoing,
this covenant shall not be construed as a consent by Requisite Lenders to the
creation or assumption of any such Lien not permitted by the provisions of
subsection 7.2A.

            C. NO FURTHER NEGATIVE PLEDGES. Neither Holdings nor any of its
Subsidiaries shall enter into any agreement prohibiting the creation or
assumption of any Lien upon any of its properties or assets, whether now owned
or hereafter acquired, except (i) with respect to specific property encumbered
to secure payment of particular Indebtedness or to be sold pursuant to an
executed agreement with respect to an Asset Sale permitted under subsection 7.7
and (ii) any agreement governing Indebtedness permitted under subsection 7.1(v).

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            D. NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO HOLDINGS OR OTHER
SUBSIDIARIES. Holdings will not, and will not permit any of its Subsidiaries to,
create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any such Subsidiary to
(i) pay dividends or make any other distributions on any of such Subsidiary's
Capital Stock owned by Holdings or any other Subsidiary of Holdings, (ii) repay
or prepay any Indebtedness owed by such Subsidiary to Holdings or any other
Subsidiary of Holdings, (iii) make loans or advances to Holdings or any other
Subsidiary of Holdings, or (iv) transfer any of its property or assets to
Holdings or any other Subsidiary of Holdings, except (a) as provided in this
Agreement and any agreement governing Indebtedness permitted under subsection
7.1(v) and (b) as may be provided in an agreement with respect to an Asset Sale.

      7.3   INVESTMENTS; ACQUISITIONS.

            Holdings shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, make or own any Investment in any Person, including any
Joint Venture, or acquire, by purchase or otherwise, all or substantially all
the business, property or fixed assets of, or Capital Stock or other ownership
interest of any Person, or any division or line of business of any Person
except:

            (i) Company and its Subsidiaries may make and own Investments in
      Cash Equivalents;

            (ii) Holdings and its Subsidiaries may continue to own the
      Investments owned by them as of the Closing Date in any Subsidiaries of
      Holdings and Holdings and its wholly-owned Domestic Subsidiaries may make
      and own additional equity Investments in their respective wholly-owned
      Domestic Subsidiaries;

            (iii) Company and its Subsidiaries may make intercompany loans to
      the extent permitted under subsections 7.1(iii) and 7.1(x);

            (iv) Company and its Subsidiaries may make intercompany loans to the
      extent permitted under subsections 7.1(viii) and 7.1(ix) and may make and
      own Investments in Foreign Subsidiaries provided that the aggregate amount
      of all such intercompany loans and Investments do not exceed at any time
      the amounts set forth in subsections 7.1(viii) and 7.1(ix);

            (v) Foreign Subsidiaries organized or formed under the laws of one
      of the Designated Countries may make and own other Investments in other
      Foreign Subsidiaries organized or formed under the laws of one of the
      Designated Countries;

            (vi) Company and its Subsidiaries may make Consolidated Capital
      Expenditures permitted by subsection 7.8;

            (vii) Company and its Subsidiaries may receive and hold promissory
      notes and other non-Cash consideration received in any Asset Sale
      permitted under subsection 7.7;

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            (viii) Company and its Subsidiaries may acquire Securities in
      connection with the satisfaction or enforcement of (or as security for)
      Indebtedness or claims due or owing to Company or any of its Subsidiaries;

            (ix) Company and its Subsidiaries may make and own other Investments
      in an aggregate amount not to exceed at any time $100,000;

            (x) Company and its Subsidiaries may acquire by purchase or
      otherwise all or substantially all of the business, property or fixed
      assets of, or Capital Stock of, any Person or any division or line of
      business of any Person (each a "PERMITTED ACQUISITION"); provided that
      either (a) (1) such Person, division or line of business is engaged in the
      businesses engaged in by Company and its Subsidiaries on the Closing Date
      or similar or related businesses, (2) Consolidated EBITDA of such Person,
      division or line of business (calculated in accordance with the definition
      thereof with respect to such Person, division or line of business) shall
      be positive for the most recently completed twelve-month period and
      Company shall have delivered to Administrative Agent financial statements
      with respect to such Person, division or line of business with respect to
      such twelve-month period in form and substance reasonably satisfactory to
      Administrative Agent, (3) the aggregate amount of all consideration
      payable by or on behalf of Company or any of its Subsidiaries in
      connection with any such proposed Permitted Acquisition in Cash, property,
      services, notes, bonds, debentures or other debt instruments, together
      with the aggregate principal amount of all Indebtedness assumed or
      Contingent Obligations incurred by Company or any of its Subsidiaries in
      connection with such Permitted Acquisition, shall not exceed $5,000,000
      and the aggregate amount of all such consideration payable by or on behalf
      of Company or any of its Subsidiaries in connection with all proposed
      Permitted Acquisitions shall not exceed $10,000,000 in any Fiscal Year,
      and (4) Company shall have delivered a Compliance Certificate to
      Administrative Agent demonstrating that, after giving effect to such
      proposed Permitted Acquisition, Company shall be in compliance with the
      requirements of subsection 7.6, or (b) prior to such acquisition,
      Requisite Lenders have specifically consented in writing to the terms of
      such acquisition;

            (xi) Company and its Subsidiaries may acquire Securities in exchange
      for services rendered by Company and its Subsidiaries in an aggregate
      amount not to exceed at any time $2,500,000;

            (xii) Company may make loans to employees, former employees or their
      estates in connection with the exercise by such Persons of options to
      purchase shares of Holdings Common Stock in an aggregate amount not to
      exceed at any time $2,500,000; and

            (xiii) Company and its Subsidiaries may make secured loans to
      employees, former employees or their estates in connection with the
      conversion of any Exchangeable Shares into Holdings Common Stock, in each
      case to the extent required under Section 4.11, 4.12 or 4.13 of the
      Exchange and Support Agreement; provided that any such loan (a) may not
      exceed the aggregate amount of current tax liability of the borrower in
      respect of such conversion, (b) may not be funded more than seven days
      prior to the due

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      date of the associated tax liability and (c) must be made on the terms and
      conditions set forth in the Form of Secured Promissory Note attached as
      Schedule C to the Exchange and Support Agreement.

      7.4   CONTINGENT OBLIGATIONS.

            Holdings shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or become or remain liable with respect to any
Contingent Obligation, except:

            (i) Subsidiaries of Company may become and remain liable with
      respect to Contingent Obligations in respect of the Subsidiary Guaranty;

            (ii) Company may become and remain liable with respect to Contingent
      Obligations in respect of Letters of Credit;

            (iii) Company may become and remain liable with respect to
      Contingent Obligations under Hedge Agreements required under subsection
      6.10 and Currency Agreements in the ordinary course of business;

            (iv) (a) Company and its Subsidiaries may become and remain liable
      with respect to Contingent Obligations in respect of the Merger Agreement
      and customary indemnification and purchase price adjustment obligations
      incurred in connection with Permitted Acquisitions and Asset Sales
      permitted under subsection 7.7 or other sales of assets in the ordinary
      course of business and (b) Holdings, Call Co and Call Co's Subsidiaries
      may become and remain liable with respect to Contingent Obligations in
      respect of customary indemnification and purchase price adjustment
      obligations incurred in connection with the CroMedica Acquisition pursuant
      to the terms of the CroMedica Share Purchase Agreement and issuances of
      Holdings Common Stock pursuant to the terms of the Exchangeable Shares and
      the Exchange and Support Agreement;

            (v) Company may become and remain liable with respect to Contingent
      Obligations in respect of leases not prohibited by this Agreement to which
      Subsidiaries are a party; and

            (vi) Company and its Domestic Subsidiaries may become and remain
      liable with respect to other Contingent Obligations; provided that the
      maximum aggregate liability, contingent or otherwise, of Company and its
      Subsidiaries in respect of all such Contingent Obligations and all
      Indebtedness permitted under subsection 7.1(xi) shall at no time exceed
      $4,000,000.

      7.5   RESTRICTED JUNIOR PAYMENTS.

            Holdings shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, declare, order, pay, make or set apart any sum for any
Restricted Junior Payment; provided that (i) any wholly-owned Subsidiary of
Company may make Restricted Junior Payments to its parent, (ii) Company may make
Restricted Junior Payments to Holdings in an aggregate amount not to exceed the
general administrative costs and expenses actually paid by Holdings and the
amount needed to discharge the actual consolidated tax liabilities of Holdings

                                       95

<PAGE>

and its Subsidiaries, in each case so long as Holdings applies the amount of any
such Restricted Junior Payment for such purpose, (iii) upon the termination of
employment of employees of Company or any of its Subsidiaries, Holdings may
repurchase the Capital Stock of Holdings (or options to purchase such Capital
Stock) held by such employees in an amount not to exceed $1,000,000 during any
Fiscal Year or $4,000,000 in the aggregate (and Company may pay dividends to
Holdings in an amount equal to such repurchases so long as Holdings applies the
amount of such Restricted Junior Payment for such purpose), (iv) on or before
March 15, 2004 (or in the case of bonuses to holders of employee stock options,
when the holders' rights to purchase shares of Holdings Common Stock pursuant to
such options become vested), Company may distribute up to $25,000,000 in the
aggregate to PRA Sub, which in turn may distribute those funds to Holdings,
which in turn may (a) purchase shares, or stock options or warrants to purchase
shares, of Holdings Common Stock, (b) purchase, or cause 4063988 Canada Inc. or
any other Subsidiary to purchase, Exchangeable Shares, (c) make a dividend
distribution to holders of Holdings Common Stock, (d) make, or cause 4063988
Canada Inc. or any other Subsidiary to make, a dividend distribution to holders
of Exchangeable Shares, and (e) pay bonuses to holders of vested and unvested
employee stock options to purchase Holdings Common Stock, and (v) Holdings may
issue Holdings Common Stock to the holders of the Exchangeable Shares upon
redemption of the Exchangeable Shares in accordance with their terms and the
terms of the Exchange and Support Agreement.

      7.6   FINANCIAL COVENANTS.

            A. MINIMUM INTEREST COVERAGE RATIO. Company shall not permit the
ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for
any four-Fiscal Quarter period ending after December 31, 2003 to be less than
3.75 to 1.00.

            B. MINIMUM FIXED CHARGE COVERAGE RATIO. Company shall not permit the
ratio of (i) Consolidated EBITDA minus Consolidated Capital Expenditures to (ii)
Consolidated Fixed Charges for any four-Fiscal Quarter period ending during any
of the periods set forth below to be less than the correlative ratio indicated:

<TABLE>
<CAPTION>
                                                                                    MINIMUM FIXED
                 PERIOD                                                         CHARGE COVERAGE RATIO
                 ------                                                         ---------------------
<S>                                                                             <C>
Closing Date through September 30, 2004                                              1.10 to 1.00

October 1, 2004 through September 30, 2005                                           1.20 to 1.00

Thereafter                                                                           1.25 to 1.00
</TABLE>

            C. MAXIMUM LEVERAGE RATIO. Company shall not permit the Consolidated
Leverage Ratio as of the last day of the most recently ended Fiscal Quarter
ending during any of the periods set forth below to exceed the correlative ratio
indicated:

                                       96

<PAGE>

<TABLE>
<CAPTION>
                  PERIOD                                                       MAXIMUM LEVERAGE RATIO
                  ------                                                       ----------------------
<S>                                                                            <C>
January 1, 2004 through December 31, 2004                                            2.50 to 1.00

January 1, 2005 though December 31, 2005                                             2.25 to 1.00

January 1, 2006 through December 31, 2006                                            2.00 to 1.00

Thereafter                                                                           1.75 to 1.00
</TABLE>

      7.7   RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES.

            Holdings shall not, and shall not permit any of its Subsidiaries to,
alter the corporate, capital or legal structure of Holdings or any of its
Subsidiaries, or enter into any transaction of merger or consolidation, or
liquidate, wind-up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor),
transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, property or assets (including its
notes or receivables and Capital Stock of a Subsidiary, whether newly issued or
outstanding), whether now owned or hereafter acquired, except:

            (i) any Subsidiary of Company may be merged with or into Company or
      any wholly-owned Subsidiary Guarantor, or be liquidated, wound up or
      dissolved, or all or any part of its business, property or assets may be
      conveyed, sold, leased, transferred or otherwise disposed of, in one
      transaction or a series of transactions, to Company or any wholly-owned
      Subsidiary Guarantor; provided that, in the case of such a merger, Company
      or such wholly-owned Subsidiary Guarantor shall be the continuing or
      surviving Person;

            (ii) any Foreign Subsidiary may be merged with or into any other
      Foreign Subsidiary; provided that, in the case of a merger involving a
      Foreign Subsidiary the Capital Stock of which is required to be pledged
      hereunder, such Foreign Subsidiary shall be the continuing or surviving
      Person;

            (iii) Company and its Subsidiaries may sell or otherwise dispose of
      assets in transactions that do not constitute Asset Sales; provided that
      the consideration received for such assets shall be in an amount at least
      equal to the fair market value thereof;

            (iv) Company and its Subsidiaries may dispose of obsolete, worn out
      or surplus property in the ordinary course of business;

            (v) Company and its Subsidiaries may make Asset Sales of assets
      having a fair market value not in excess of $1,500,000; provided that (a)
      the consideration received for such assets shall be in an amount at least
      equal to the fair market value thereof; (b) the sole consideration
      received shall be Cash; and (c) the proceeds of such Asset Sales shall be
      applied as required by subsection 2.4B(iii)(a) or subsection 2.4D;

            (vi) in order to resolve disputes that occur in the ordinary course
      of business, Company and its Subsidiaries may discount or otherwise
      compromise for less than the face value thereof, notes or accounts
      receivable;

                                       97

<PAGE>

            (vii) Company or a Subsidiary may sell or dispose of shares of
      Capital Stock of any of its Subsidiaries in order to qualify members of
      the Governing Body of the Subsidiary if required by applicable law; and

            (viii) Any Person may be merged with or into any Subsidiary if the
      acquisition of the Capital Stock of such Person by such Subsidiary would
      have been permitted pursuant to subsection 7.3; provided that (a) if a
      Subsidiary is not the surviving or continuing Person, the surviving Person
      becomes a Subsidiary and, if a Domestic Subsidiary, complies with the
      provisions of subsection 6.8 and (b) no Potential Event of Default or
      Event of Default shall have occurred or be continuing after giving effect
      thereto.

      7.8   CONSOLIDATED CAPITAL EXPENDITURES.

            Company shall not, and shall not permit its Subsidiaries to, make or
incur Consolidated Capital Expenditures, in any period indicated below, in an
aggregate amount in excess of the corresponding amount set forth below opposite
such period:

<TABLE>
<CAPTION>
                                                                              MAXIMUM CONSOLIDATED
               PERIOD                                                         CAPITAL EXPENDITURES
               ------                                                         --------------------
<S>                                                                           <C>
Fiscal Year Ending December 31, 2003                                               $11,000,000

Fiscal Year Ending December 31, 2004                                               $14,000,000

Any Fiscal Year Thereafter                                                         $15,000,000
</TABLE>

      7.9   TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES.

            Holdings shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, enter into or permit to exist any transaction (including
the purchase, sale, lease or exchange of any property or the rendering of any
service) with any holder of 5% or more of any class of equity Securities of
Holdings or with any Affiliate of Holdings or of any such holder, on terms that
are less favorable to Company or that Subsidiary, as the case may be, than those
that might be obtained at the time from Persons who are not such a holder or
Affiliate; provided that the foregoing restriction shall not apply to (i) any
transaction between Company and any of its wholly-owned Domestic Subsidiaries or
between any of its wholly-owned Domestic Subsidiaries, (ii) reasonable and
customary fees paid to members of the Governing Bodies of Company and its
Subsidiaries, (iii) management fees permitted under subsection 7.14, (iv)
issuances of shares of Holdings Common Stock in connection with the redemption
of the Exchangeable Shares in accordance with their terms and the terms of the
Exchange and Support Agreement, (v) loans permitted under subsection 7.3(xiii),
and (vi) actions permitted under subsection 7.5(iv).

      7.10  SALES AND LEASE-BACKS.

                                       98

<PAGE>

            Holdings shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, become or remain liable as lessee or as a guarantor or
other surety with respect to any lease, whether an Operating Lease or a Capital
Lease, of any property (whether real, personal or mixed), whether now owned or
hereafter acquired, (i) that Holdings or any of its Subsidiaries has sold or
transferred or is to sell or transfer to any other Person (other than Company or
any of its Subsidiaries) or (ii) that Holdings or any of its Subsidiaries
intends to use for substantially the same purpose as any other property that has
been or is to be sold or transferred by Holdings or any of its Subsidiaries to
any Person (other than Holdings or any of its Subsidiaries) in connection with
such lease.

      7.11  CONDUCT OF BUSINESS.

            From and after the Closing Date, Company shall not, and shall not
permit any of its Subsidiaries to, engage in any business other than the
businesses engaged in by Company and its Subsidiaries on the Closing Date and
similar or related businesses. From and after the Closing Date, neither Holdings
nor PRA Sub shall (i) engage in any business other than entering into and
performing its obligations under and in accordance with the Loan Documents or
(ii) own any assets other than the capital stock of PRA Sub, Company and their
respective Subsidiaries, as the case may be.

      7.12  AMENDMENTS OR WAIVERS OF CERTAIN AGREEMENTS, DOCUMENTS; AMENDMENTS
            OF DOCUMENTS RELATING TO SUBORDINATED INDEBTEDNESS.

            A. AMENDMENTS OR WAIVERS OF CERTAIN AGREEMENTS, DOCUMENTS. Neither
Holdings nor any of its Subsidiaries will agree to any material amendment to, or
waive any of its material rights under (i) the Merger Agreement or (ii) any
CroMedica Acquisition Document, without in each case obtaining the prior written
consent of Requisite Lenders to such amendment or waiver. Neither Holdings nor
any of its Subsidiaries will amend, modify or change its Certificate or Articles
of Incorporation (including, without limitation, by the filing of any
certificate of designation) or bylaws or other organizational document, or any
agreement entered into by such Person with respect to the Capital Stock of such
Person the result of which is reasonably likely to be adverse to Lenders
provided that this subsection 7.12A shall not restrict Company's ability to
consummate public offerings under the Securities Act.

            B. AMENDMENTS OF DOCUMENTS RELATING TO SUBORDINATED INDEBTEDNESS.
Company shall not, and shall not permit any of its Subsidiaries to, amend or
otherwise change the terms of any Subordinated Indebtedness, or make any payment
consistent with an amendment thereof or change thereto, if the effect of such
amendment or change is to increase the principal of or interest rate on such
Subordinated Indebtedness, change (to earlier dates) any dates upon which
payments of principal or interest are due thereon, change any event of default
or condition to an event of default with respect thereto (other than to
eliminate any such event of default or increase any grace period related
thereto), change the redemption, prepayment or defeasance provisions thereof,
change the subordination provisions thereof (or of any guaranty thereof), or
change any collateral therefor (other than to release such collateral), or if
the effect of such amendment or change, together with all other amendments or
changes made, is to increase materially the obligations of the obligor
thereunder or to confer any additional rights on the

                                       99

<PAGE>

holders of such Subordinated Indebtedness (or a trustee or other representative
on their behalf) which would be adverse to Company or Lenders.

      7.13  FISCAL YEAR.

            Company shall not change its Fiscal Year-end from December 31.

      7.14  MANAGEMENT FEES.

            Company shall not, and shall not permit any of its Subsidiaries to,
pay management or other fees to Genstar Capital or any of its Affiliates except
in accordance with the terms of this subsection. Provided no Event of Default
has occurred and is continuing or would occur as a result of such payment,
Company may pay management or other fees to Genstar Capital or any of its
Affiliates, quarterly in arrears, in an aggregate amount not to exceed (i)
during the Fiscal Year ended December 31, 2003, $848,720, or (ii) during any
Fiscal Year thereafter, 103% of the management or other fees to Genstar Capital
and its Affiliates paid during the immediately preceding Fiscal Year.

SECTION 8. EVENTS OF DEFAULT

            If any of the following conditions or events ("EVENTS OF DEFAULT")
shall occur:

      8.1   FAILURE TO MAKE PAYMENTS WHEN DUE.

            Failure by Company to pay any installment of principal of any Loan
when due, whether at stated maturity, by acceleration, by notice of voluntary
prepayment, by mandatory prepayment or otherwise; failure by Company to pay when
due any amount payable to an Issuing Lender in reimbursement of any drawing
under a Letter of Credit; or failure by Company to pay any interest on any Loan
or any fee or any other amount due under this Agreement within three days after
the date due; or

      8.2   DEFAULT IN OTHER AGREEMENTS.

            (i) Failure of Holdings, or any of its Subsidiaries to pay when due
      any principal of or interest on or any other amount payable in respect of
      one or more items of Indebtedness (other than Indebtedness referred to in
      subsection 8.1) or Contingent Obligations in an individual principal
      amount of $500,000 or more or with an aggregate principal amount of
      $1,000,000 or more, in each case beyond the end of any grace period
      provided therefor; or

            (ii) breach or default by Holdings, or any of its Subsidiaries with
      respect to any other material term, in each case beyond the end of any
      grace period provided therefor, of (a) one or more items of Indebtedness
      or Contingent Obligations in the individual or aggregate principal amounts
      referred to in clause (i) above or (b) any loan agreement, mortgage,
      indenture or other agreement relating to such item(s) of Indebtedness or
      Contingent Obligation(s), if the effect of such breach or default is to
      cause, or to permit the holder or holders of that Indebtedness or
      Contingent Obligation(s) (or a trustee on behalf of such holder or
      holders) to cause, that Indebtedness or

                                      100

<PAGE>

      Contingent Obligation(s) to become or be declared due and payable prior to
      its stated maturity or the stated maturity of any underlying obligation,
      as the case may be; or

      8.3   BREACH OF CERTAIN COVENANTS.

            Failure of Company to perform or comply with any term or condition
contained in subsection 2.5, 6.1(i) or 6.2 or Section 7 of this Agreement; or

      8.4   BREACH OF WARRANTY.

            Any representation, warranty, certification or other statement made
by Company or any of its Subsidiaries in any Loan Document or in any statement
or certificate at any time given by Company or any of its Subsidiaries in
writing pursuant hereto or thereto or in connection herewith or therewith shall
be false in any material respect on the date as of which made; or

      8.5   OTHER DEFAULTS UNDER LOAN DOCUMENTS.

            Any Loan Party shall default in the performance of or compliance
with any term contained in this Agreement or any of the other Loan Documents,
other than any such term referred to in any other subsection of this Section 8,
and such default shall not have been remedied or waived within 30 days after the
earlier of (i) an Officer of Company or such Loan Party becoming aware of such
default or (ii) receipt by Company and such Loan Party of notice from
Administrative Agent or any Lender of such default; or

      8.6   INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

            (i) A court having jurisdiction in the premises shall enter a decree
      or order for relief in respect of Holdings, or any of its Subsidiaries in
      an involuntary case under the Bankruptcy Code or under any other
      applicable bankruptcy, insolvency or similar law now or hereafter in
      effect, which decree or order is not stayed; or any other similar relief
      shall be granted under any applicable federal or state law; or

            (ii) an involuntary case shall be commenced against Holdings, or any
      of its Subsidiaries under the Bankruptcy Code or under any other
      applicable bankruptcy, insolvency or similar law now or hereafter in
      effect; or a decree or order of a court having jurisdiction in the
      premises for the appointment of a receiver, liquidator, sequestrator,
      trustee, custodian or other officer having similar powers over Holdings or
      any of its Subsidiaries, or over all or a substantial part of its
      property, shall have been entered; or there shall have occurred the
      involuntary appointment of an interim receiver, trustee or other custodian
      of Holdings or any of its Subsidiaries for all or a substantial part of
      its property; or a warrant of attachment, execution or similar process
      shall have been issued against any substantial part of the property of
      Holdings or any of its Subsidiaries, and any such event described in this
      clause (ii) shall continue for 60 days unless dismissed, bonded or
      discharged; or

      8.7   VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

                                      101

<PAGE>

            (i) Holdings or any of its Subsidiaries shall have an order for
      relief entered with respect to it or commence a voluntary case under the
      Bankruptcy Code or under any other applicable bankruptcy, insolvency or
      similar law now or hereafter in effect, or shall consent to the entry of
      an order for relief in an involuntary case, or to the conversion of an
      involuntary case to a voluntary case, under any such law, or shall consent
      to the appointment of or taking possession by a receiver, trustee or other
      custodian for all or a substantial part of its property; or Holdings, or
      any of its Subsidiaries shall make any assignment for the benefit of
      creditors; or

            (ii) Holdings or any of its Subsidiaries shall be unable, or shall
      fail generally, or shall admit in writing its inability, to pay its debts
      as such debts become due; or the Governing Body of Holdings or any of its
      Subsidiaries (or any committee thereof) shall adopt any resolution or
      otherwise authorize any action to approve any of the actions referred to
      in clause (i) above or this clause (ii); or

      8.8   JUDGMENTS AND ATTACHMENTS.

            Any money judgment, writ or warrant of attachment or similar process
involving (i) in any individual case an amount in excess of $1,000,000 or (ii)
in the aggregate at any time an amount in excess of $1,000,000 (in either case
not adequately covered by insurance as to which a solvent and unaffiliated
insurance company has acknowledged coverage) shall be entered or filed against
Company or any of its Subsidiaries or any of their respective assets and shall
remain undischarged, unvacated, unbonded or unstayed for a period of 60 days (or
in any event later than five days prior to the date of any proposed sale
thereunder); or

      8.9   DISSOLUTION.

            Any order, judgment or decree shall be entered against Holdings or
any of its Subsidiaries decreeing the dissolution or split up of Holdings or
that Subsidiary and such order shall remain undischarged or unstayed for a
period in excess of 30 days; or

      8.10  EMPLOYEE BENEFIT PLANS.

            There shall occur one or more ERISA Events which individually or in
the aggregate results in or might reasonably be expected to result in liability
of Company, any of its Subsidiaries or any of their respective ERISA Affiliates
in excess of $1,000,000 during the term of this Agreement; or there shall exist
an amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities), which exceeds $1,000,000; or

      8.11  MATERIAL ADVERSE EFFECT.

            Any event or change shall occur that has caused or evidences, either
in any case or in the aggregate, a Material Adverse Effect; or

      8.12  CHANGE IN CONTROL.

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<PAGE>

            A Change in Control shall have occurred; or

      8.13  INVALIDITY OF GUARANTIES; FAILURE OF SECURITY; REPUDIATION OF
            OBLIGATIONS.

            At any time after the execution and delivery thereof, (i) any
Guaranty for any reason, other than the satisfaction in full of all Obligations,
shall cease to be in full force and effect (other than in accordance with its
terms) or shall be declared to be null and void, (ii) any Collateral Document
shall cease to be in full force and effect (other than by reason of a release of
Collateral thereunder in accordance with the terms hereof or thereof, the
satisfaction in full of the Obligations or any other termination of such
Collateral Document in accordance with the terms hereof or thereof) or shall be
declared null and void, or Administrative Agent shall not have or shall cease to
have a valid and perfected First Priority Lien in any material portion of the
Collateral purported to be covered thereby, in each case for any reason other
than the failure of Administrative Agent or any Lender to take any action within
its control, or (iii) any Loan Party shall contest the validity or
enforceability of any Loan Document in writing or deny in writing that it has
any further liability, including with respect to future advances by Lenders,
under any Loan Document to which it is a party; or

      8.14  CONDUCT OF BUSINESS.

            The Loan Parties on a consolidated basis shall cease doing business;

THEN (i) upon the occurrence of any Event of Default described in subsection 8.6
or 8.7, each of (a) the unpaid principal amount of and accrued interest on the
Loans, (b) an amount equal to the maximum amount that may at any time be drawn
under all Letters of Credit then outstanding (whether or not any beneficiary
under any such Letter of Credit shall have presented, or shall be entitled at
such time to present, the drafts or other documents or certificates required to
draw under such Letter of Credit), and (c) all other Obligations shall
automatically become immediately due and payable, without presentment, demand,
protest or other requirements of any kind, all of which are hereby expressly
waived by Company, and the obligation of each Lender to make any Loan, the
obligation of Administrative Agent to issue any Letter of Credit and the right
of any Lender to issue any Letter of Credit hereunder shall thereupon terminate,
and (ii) upon the occurrence and during the continuation of any other Event of
Default, Administrative Agent shall, upon the written request or with the
written consent of Requisite Lenders, by written notice to Company, declare all
or any portion of the amounts described in clauses (a) through (c) above to be,
and the same shall forthwith become, immediately due and payable, and the
obligation of each Lender to make any Loan, the obligation of Administrative
Agent to issue any Letter of Credit and the right of any Lender to issue any
Letter of Credit hereunder shall thereupon terminate; provided that the
foregoing shall not affect in any way the obligations of Revolving Lenders under
subsection 3.3C(i) or the obligations of Revolving Lenders to purchase
assignments of any unpaid Swing Line Loans as provided in subsection 2.1A(iv).

            Any amounts described in clause (i)(b) above, when received by
Administrative Agent pursuant to clause (i) or (ii) above, shall be held by
Administrative Agent pursuant to the terms of the Security Agreement and shall
be applied as therein provided.

                                      103

<PAGE>

            Notwithstanding anything contained in the second preceding
paragraph, if at any time within 60 days after an acceleration of the Loans
pursuant to clause (ii) of such paragraph Company shall pay all arrears of
interest and all payments on account of principal which shall have become due
otherwise than as a result of such acceleration (with interest on principal and,
to the extent permitted by law, on overdue interest, at the rates specified in
this Agreement) and all Events of Default and Potential Events of Default (other
than non-payment of the principal of and accrued interest on the Loans, in each
case which is due and payable solely by virtue of acceleration) shall be
remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by
written notice to Company, may at their option rescind and annul such
acceleration and its consequences; but such action shall not affect any other or
subsequent Event of Default or Potential Event of Default or impair any right
consequent thereon. The provisions of this paragraph are intended merely to bind
Lenders to a decision which may be made at the election of Requisite Lenders and
are not intended, directly or indirectly, to benefit Company, and such
provisions shall not at any time be construed so as to grant Company the right
to require Lenders to rescind or annul any acceleration hereunder or to preclude
Administrative Agent or Lenders from exercising any of the rights or remedies
available to them under any of the Loan Documents, even if the conditions set
forth in this paragraph are met.

SECTION 9. ADMINISTRATIVE AGENT

      9.1   APPOINTMENT.

            A. APPOINTMENT OF ADMINISTRATIVE AGENT. Wells Fargo is hereby
appointed Administrative Agent hereunder and under the other Loan Documents.
Each Lender hereby authorizes Administrative Agent to act as its agent in
accordance with the terms of this Agreement and the other Loan Documents.
Administrative Agent agrees to act upon the express conditions contained in this
Agreement and the other Loan Documents, as applicable. The provisions of this
Section 9 are solely for the benefit of Administrative Agent and Lenders and no
Loan Party shall have rights as a third party beneficiary of any of the
provisions thereof. In performing its functions and duties under this Agreement,
Administrative Agent (other than as provided in subsection 2.1D) shall act
solely as an agent of Lenders and does not assume and shall not be deemed to
have assumed any obligation towards or relationship of agency or trust with or
for Company or any other Loan Party.

            B. APPOINTMENT OF SUPPLEMENTAL COLLATERAL AGENTS. It is the purpose
of this Agreement and the other Loan Documents that there shall be no violation
of any law of any jurisdiction denying or restricting the right of banking
corporations or associations to transact business as agent or trustee in such
jurisdiction. It is recognized that in case of litigation under this Agreement
or any of the other Loan Documents, and in particular in case of the enforcement
of any of the Loan Documents, or in case Administrative Agent deems that by
reason of any present or future law of any jurisdiction it may not exercise any
of the rights, powers or remedies granted herein or in any of the other Loan
Documents or take any other action which may be desirable or necessary in
connection therewith, it may be necessary that Administrative Agent appoint an
additional individual or institution as a separate trustee, co-trustee,
collateral agent or collateral co-agent (any such additional individual or
institution being referred to herein individually as a "SUPPLEMENTAL COLLATERAL
AGENT" and collectively as "SUPPLEMENTAL COLLATERAL AGENTS").

                                      104

<PAGE>

            In the event that Administrative Agent appoints a Supplemental
Collateral Agent with respect to any Collateral, (i) each and every right,
power, privilege or duty expressed or intended by this Agreement or any of the
other Loan Documents to be exercised by or vested in or conveyed to
Administrative Agent with respect to such Collateral shall be exercisable by and
vest in such Supplemental Collateral Agent to the extent, and only to the
extent, necessary to enable such Supplemental Collateral Agent to exercise such
rights, powers and privileges with respect to such Collateral and to perform
such duties with respect to such Collateral, and every covenant and obligation
contained in the Loan Documents and necessary to the exercise or performance
thereof by such Supplemental Collateral Agent shall run to and be enforceable by
either Administrative Agent or such Supplemental Collateral Agent, and (ii) the
provisions of this Section 9 and of subsections 10.2 and 10.3 that refer to
Administrative Agent shall inure to the benefit of such Supplemental Collateral
Agent and all references therein to Administrative Agent shall be deemed to be
references to Administrative Agent and/or such Supplemental Collateral Agent, as
the context may require.

            Should any instrument in writing from Company or any other Loan
Party be required by any Supplemental Collateral Agent so appointed by
Administrative Agent for more fully and certainly vesting in and confirming to
him or it such rights, powers, privileges and duties, Company shall, or shall
cause such Loan Party to, execute, acknowledge and deliver any and all such
instruments promptly upon request by Administrative Agent. In case any
Supplemental Collateral Agent, or a successor thereto, shall die, become
incapable of acting, resign or be removed, all the rights, powers, privileges
and duties of such Supplemental Collateral Agent, to the extent permitted by
law, shall vest in and be exercised by Administrative Agent until the
appointment of a new Supplemental Collateral Agent.

            C. CONTROL. Each Lender and Administrative Agent hereby appoint each
other Lender as agent for the purpose of perfecting Administrative Agent's
security interest in assets that, in accordance with the UCC, can be perfected
by possession or control.

      9.2   POWERS AND DUTIES; GENERAL IMMUNITY.

            A. POWERS; DUTIES SPECIFIED. Each Lender irrevocably authorizes
Administrative Agent to take such action on such Lender's behalf and to exercise
such powers, rights and remedies hereunder and under the other Loan Documents as
are specifically delegated or granted to Administrative Agent by the terms
hereof and thereof, together with such powers, rights and remedies as are
reasonably incidental thereto. Administrative Agent shall have only those duties
and responsibilities that are expressly specified in this Agreement and the
other Loan Documents. Administrative Agent may exercise such powers, rights and
remedies and perform such duties by or through its agents or employees.
Administrative Agent shall not have, by reason of this Agreement or any of the
other Loan Documents, a fiduciary relationship in respect of any Lender or
Company; and nothing in this Agreement or any of the other Loan Documents,
expressed or implied, is intended to or shall be so construed as to impose upon
Administrative Agent any obligations in respect of this Agreement or any of the
other Loan Documents except as expressly set forth herein or therein.

            B. NO RESPONSIBILITY FOR CERTAIN MATTERS. No Agent shall be
responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectibility

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or sufficiency of this Agreement or any other Loan Document or for any
representations, warranties, recitals or statements made herein or therein or
made in any written or oral statements or in any financial or other statements,
instruments, reports or certificates or any other documents furnished or made by
such Agent to Lenders or by or on behalf of Company to such Agent or any Lender
in connection with the Loan Documents and the transactions contemplated thereby
or for the financial condition or business affairs of Company or any other
Person liable for the payment of any Obligations, nor shall such Agent be
required to ascertain or inquire as to the performance or observance of any of
the terms, conditions, provisions, covenants or agreements contained in any of
the Loan Documents or as to the use of the proceeds of the Loans or the use of
the Letters of Credit or as to the existence or possible existence of any Event
of Default or Potential Event of Default. Anything contained in this Agreement
to the contrary notwithstanding, Administrative Agent shall not have any
liability arising from confirmations of the amount of outstanding Loans or the
Letter of Credit Usage or the component amounts thereof.

            C. EXCULPATORY PROVISIONS. No Agent or any of its officers,
directors, employees or agents shall be liable to Lenders for any action taken
or omitted by such Agent under or in connection with any of the Loan Documents
except to the extent caused by such Agent's gross negligence or willful
misconduct. An Agent shall be entitled to refrain from any act or the taking of
any action (including the failure to take an action) in connection with this
Agreement or any of the other Loan Documents or from the exercise of any power,
discretion or authority vested in it hereunder or thereunder unless and until
such Agent shall have received instructions in respect thereof from Requisite
Lenders (or such other Lenders as may be required to give such instructions
under subsection 10.6) and, upon receipt of such instructions from Requisite
Lenders (or such other Lenders, as the case may be), such Agent shall be
entitled to act or (where so instructed) refrain from acting, or to exercise
such power, discretion or authority, in accordance with such instructions.
Without prejudice to the generality of the foregoing, (i) each Agent shall be
entitled to rely, and shall be fully protected in relying, upon any
communication, instrument or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and shall be
entitled to rely and shall be protected in relying on opinions and judgments of
attorneys (who may be attorneys for Company and its Subsidiaries), accountants,
experts and other professional advisors selected by it; and (ii) no Lender shall
have any right of action whatsoever against an Agent as a result of such Agent
acting or (where so instructed) refraining from acting under this Agreement or
any of the other Loan Documents in accordance with the instructions of Requisite
Lenders (or such other Lenders as may be required to give such instructions
under subsection 10.6).

            D. AGENTS ENTITLED TO ACT AS LENDER. The agency hereby created shall
in no way impair or affect any of the rights and powers of, or impose any duties
or obligations upon, an Agent in its individual capacity as a Lender hereunder.
With respect to its participation in the Loans and the Letters of Credit, an
Agent shall have the same rights and powers hereunder as any other Lender and
may exercise the same as though it were not performing the duties and functions
delegated to it hereunder, and the term "Lender" or "Lenders" or any similar
term shall, unless the context clearly otherwise indicates, include each Agent
in its individual capacity. An Agent and its Affiliates may accept deposits
from, lend money to, acquire equity interests in and generally engage in any
kind of commercial banking, investment banking, trust, financial advisory or
other business with Company or any of its Affiliates as if it were not

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performing the duties specified herein, and may accept fees and other
consideration from Company for services in connection with this Agreement and
otherwise without having to account for the same to Lenders.

      9.3   INDEPENDENT INVESTIGATION BY LENDERS; NO RESPONSIBILITY FOR
            APPRAISAL OF CREDITWORTHINESS.

            Each Lender agrees that it has made its own independent
investigation of the financial condition and affairs of Company and its
Subsidiaries in connection with the making of the Loans and the issuance of
Letters of Credit hereunder and that it has made and shall continue to make its
own appraisal of the creditworthiness of Company and its Subsidiaries. No Agent
shall have any duty or responsibility, either initially or on a continuing
basis, to make any such investigation or any such appraisal on behalf of Lenders
or to provide any Lender with any credit or other information with respect
thereto, whether coming into its possession before the making of the Loans or at
any time or times thereafter, and no Agent shall have any responsibility with
respect to the accuracy of or the completeness of any information provided to
Lenders.

      9.4   RIGHT TO INDEMNITY.

            Each Lender, in proportion to its Pro Rata Share, severally agrees
to indemnify Agents and the officers, directors, employees, agents, attorneys,
professional advisors and affiliates of each of them to the extent that any such
Person shall not have been reimbursed by Company, for and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including counsel fees and disbursements and fees and
disbursements of any financial advisor engaged by Agents) or disbursements of
any kind or nature whatsoever which may be imposed on, incurred by or asserted
against an Agent or and other such Persons in exercising the powers, rights and
remedies of an Agent or performing duties of an Agent hereunder or under the
other Loan Documents or otherwise in its capacity as Agent in any way relating
to or arising out of this Agreement or the other Loan Documents; provided that
no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from an Agent's gross negligence or willful misconduct
as determined by a final judgment of a court of competent jurisdiction. If any
indemnity furnished to an Agent or any other such Person for any purpose shall,
in the opinion of such Agent, be insufficient or become impaired, such Agent may
call for additional indemnity and cease, or not commence, to do the acts
indemnified against until such additional indemnity is furnished.

      9.5   SUCCESSOR ADMINISTRATIVE AGENT AND SWING LINE LENDER.

            A. SUCCESSOR ADMINISTRATIVE AGENT. Any Agent may resign at any time
by giving 30 days' prior written notice thereof to Lenders and Company, and
Administrative Agent may be removed at any time with or without cause by an
instrument or concurrent instruments in writing delivered to Company and
Administrative Agent and signed by Requisite Lenders. Upon any such notice of
resignation or any such removal, Requisite Lenders shall have the right, upon
five Business Days' notice to Company, to appoint a successor Administrative
Agent. Upon the acceptance of any appointment as Administrative Agent hereunder
by a successor Administrative Agent, that successor Administrative Agent shall
thereupon succeed to and become vested with

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all the rights, powers, privileges and duties of the retiring or removed
Administrative Agent and the retiring or removed Administrative Agent shall be
discharged from its duties and obligations under this Agreement. After any
retiring or removed Agent's resignation or removal hereunder as an Agent, the
provisions of this Section 9 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was an Agent under this Agreement.

            B. SUCCESSOR SWING LINE LENDER. Any resignation or removal of
Administrative Agent pursuant to subsection 9.5A shall also constitute the
resignation or removal of Wells Fargo or its successor as Swing Line Lender, and
any successor Administrative Agent appointed pursuant to subsection 9.5A shall,
upon its acceptance of such appointment, become the successor Swing Line Lender
for all purposes hereunder. In such event (i) Company shall prepay any
outstanding Swing Line Loans made by the retiring or removed Administrative
Agent in its capacity as Swing Line Lender, (ii) upon such prepayment, the
retiring or removed Administrative Agent and Swing Line Lender shall surrender
any Swing Line Note held by it to Company for cancellation, and (iii) if so
requested by the successor Administrative Agent and Swing Line Lender in
accordance with subsection 2.1E, Company shall issue a new Swing Line Note to
the successor Administrative Agent and Swing Line Lender substantially in the
form of Exhibit VII annexed hereto, in the principal amount of the Swing Line
Loan Commitment then in effect and with other appropriate insertions.

      9.6   COLLATERAL DOCUMENTS AND GUARANTIES.

            Each Lender hereby further authorizes Administrative Agent, on
behalf of and for the benefit of Lenders, to enter into each Collateral Document
as secured party and to be the agent for and representative of Lenders under
each Guaranty, and each Lender agrees to be bound by the terms of each
Collateral Document and Guaranty; provided that Administrative Agent shall not
(i) enter into or consent to any material amendment, modification, termination
or waiver of any provision contained in any Collateral Document or Guaranty or
(ii) release any Collateral (except as otherwise expressly permitted or required
pursuant to the terms of this Agreement or the applicable Collateral Document),
in each case without the prior consent of Requisite Lenders (or, if required
pursuant to subsection 10.6, all Lenders); provided further, however, that,
without further written consent or authorization from Lenders, Administrative
Agent may execute any documents or instruments necessary to (a) release any Lien
encumbering any item of Collateral that is the subject of a sale or other
disposition of assets permitted by this Agreement or to which Requisite Lenders
have otherwise consented, (b) release any Subsidiary Guarantor from the
Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is
sold to any Person (other than an Affiliate of Company) pursuant to a sale or
other disposition permitted hereunder or to which Requisite Lenders have
otherwise consented or (c) subordinate the Liens of Administrative Agent, on
behalf of Lenders, to any Liens permitted by subsection 7.2; provided that, in
the case of a sale of such item of Collateral or stock referred to in
subdivision (a) or (b), the requirements of subsection 10.14 are satisfied.
Anything contained in any of the Loan Documents to the contrary notwithstanding,
Company, Administrative Agent and each Lender hereby agree that (1) no Lender
shall have any right individually to realize upon any of the Collateral under
any Collateral Document or to enforce any Guaranty, it being understood and
agreed that all powers, rights and remedies under the Collateral Documents and
the Guaranties may be exercised solely by Administrative Agent for the benefit
of Lenders in accordance with the terms thereof, and (2) in the event of a
foreclosure by Administrative Agent

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on any of the Collateral pursuant to a public or private sale, Administrative
Agent or any Lender may be the purchaser of any or all of such Collateral at any
such sale and Administrative Agent, as agent for and representative of Lenders
(but not any Lender or Lenders in its or their respective individual capacities
unless Requisite Lenders shall otherwise agree in writing) shall be entitled,
for the purpose of bidding and making settlement or payment of the purchase
price for all or any portion of the Collateral sold at any such public sale, to
use and apply any of the Obligations as a credit on account of the purchase
price for any collateral payable by Administrative Agent at such sale.

            Without derogating from or limiting any other authority granted to
Administrative Agent herein or in any other Loan Document, each Lender hereby
specifically (i) authorizes Administrative Agent to enter into the Foreign
Pledge Agreements, including, without limitation, such Foreign Pledge Agreements
governed by the laws of Canada, France, Germany, Spain and the United Kingdom
respectively, as agent on behalf of Lenders, with the effect that Lenders each
become a secured party thereunder, (ii) appoints Administrative Agent as its
attorney-in-fact granting it the powers to execute and register, as applicable,
each such Foreign Pledge Agreement or any other document, instrument or
agreement related to perfection, enforceability or notice of the security
interests of Lenders in any of the Collateral in its name and on its behalf,
(iii) authorizes and empowers Administrative Agent to sub-delegate to third
parties any or all of its powers as attorney-in-fact of each of Lenders and (iv)
authorizes and empowers Administrative Agent to use its reasonable business
judgment to establish the value of any Collateral for purposes of or in
connection with perfection, enforceability or notice of the security interests
of Lenders in any of the Collateral to the extent Administrative Agent believes
may be necessary or desirable with respect to any foreign jurisdiction.

      9.7   DUTIES OF OTHER AGENTS.

            To the extent that any Lender is identified in this Agreement as a
co-agent, documentation agent or syndication agent, such Lender shall not have
any right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Lenders as such. Without limiting
the foregoing, none of such Lenders shall have or be deemed to have a fiduciary
relationship with any Lender.

      9.8   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 Holdings or any of its Subsidiaries ,
Administrative Agent (irrespective of whether the principal of any Loan shall
then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether Administrative Agent shall have made any demand on
Company) shall be entitled and empowered, by intervention in such proceeding or
otherwise

            (i) to file and prove a claim for the whole amount of principal and
      interest owing and unpaid in respect of the Loans and any other
      Obligations that are owing and unpaid and to file such other papers or
      documents as may be necessary or advisable in order to have the claims of
      Lenders and Agents (including any claim for the reasonable compensation,
      expenses, disbursements and advances of Lenders and Agents and their

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      agents and counsel and all other amounts due Lenders and Agents under
      subsections 2.3 and 10.2) allowed in such judicial proceeding, and

            (ii) to collect and receive any moneys 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 Administrative Agent and, in the event that
Administrative Agent shall consent to the making of such payments directly to
Lenders, to pay to Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Agents and their agents
and counsel, and any other amounts due Agents under subsections 2.3 and 10.2.

            Nothing herein contained shall be deemed to authorize 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 Lenders or to authorize Administrative Agent to
vote in respect of the claim of any Lender in any such proceeding.

      9.9   POWER OF ATTORNEY. Each Lender hereby authorizes, empowers and
instructs, with the right of delegation and substitution and under relief from
any restrictions, Administrative Agent, on its sole signature, to act for and on
behalf of it in connection with (i) the execution of any Foreign Pledge
Agreement to be made pursuant to this Agreement with respect to any Loan Party's
present and future shares (including ancillary rights) in any Foreign Subsidiary
and (ii) the execution of any document notarizing any of the Loan Documents to
make all statements and do all acts and things deemed necessary or useful under
the circumstances and, in connection therewith, to grant subpowers of attorney
to such Persons as shall be designated by Administrative Agent to the same
extent as the power of attorney hereby created.

SECTION 10. MISCELLANEOUS

      10.1  SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS IN LOANS AND
            LETTERS OF CREDIT.

            A. GENERAL. This Agreement shall be binding upon the parties hereto
and their respective successors and assigns and shall inure to the benefit of
the parties hereto and the successors and assigns of Lenders (it being
understood that Lenders' rights of assignment are subject to the further
provisions of this subsection 10.1). Neither Company's rights or obligations
hereunder nor any interest therein may be assigned or delegated by Company
without the prior written consent of all Lenders (and any attempted assignment
or transfer by Company without such consent shall be null and void). No sale,
assignment or transfer or participation of any Letter of Credit or any
participation therein may be made separately from a sale, assignment, transfer
or participation of a corresponding interest in the Revolving Loan Commitment
and the Revolving Loans of the Revolving Lender effecting such sale, assignment,
transfer or participation. Anything contained herein to the contrary
notwithstanding, except as provided in subsection 2.1A(iv) and subsection 10.5,
the Swing Line Loan Commitment and the Swing Line

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Loans of Swing Line Lender may not be sold, assigned or transferred as described
in clause B(i) below to any Person other than a successor Administrative Agent
and Swing Line Lender to the extent contemplated by subsection 9.5. 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 and, to the extent expressly contemplated hereby, the
Affiliates of each of Administrative Agent and Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

            B. ASSIGNMENTS.

            (i) Amounts and Terms of Assignments. Any Lender may assign to one
      or more Eligible Assignees all or any portion of its rights and
      obligations under this Agreement; provided that (a), except (1) in the
      case of an assignment of the entire remaining amount of the assigning
      Lender's rights and obligations under this Agreement or (2) in the case of
      an assignment to a Lender or an Affiliate of a Lender or an Approved Fund
      of a Lender, the aggregate amount of the Revolving Loan Exposure, Tranche
      A Term Loan Exposure or Tranche B Term Loan Exposure, as the case may be,
      of the assigning Lender and the assignee subject to each such assignment
      shall not be less than $3,000,000, in the case of any assignment of a
      Revolving Loan, or $3,000,000, in the case of any assignment of a Term
      Loan, unless each of Administrative Agent and, so long as no Event of
      Default has occurred and is continuing, Company otherwise consents each
      such consent not to be unreasonably withheld or delayed), (b) each partial
      assignment shall be made as an assignment of a proportionate part of all
      the assigning Lender's rights and obligations under this Agreement with
      respect to the Loan or the Commitment assigned, (c) the parties to each
      assignment shall execute and deliver to Administrative Agent an Assignment
      Agreement, together with a processing and recordation fee of $3500 (unless
      the assignee is an Affiliate or an Approved Fund of the assignor, in which
      case no fee shall be required), and the Eligible Assignee, if it shall not
      be a Lender, shall deliver to Administrative Agent information reasonably
      requested by Administrative Agent, including such forms, certificates or
      other evidence, if any, with respect to United States federal income tax
      withholding matters as the assignee under such Assignment Agreement may be
      required to deliver to Administrative Agent pursuant to subsection
      2.7B(iii) and (d), except in the case of an assignment to another Lender,
      an Affiliate of a Lender or an Approved Fund of a Lender, Administrative
      Agent and, if no Event of Default has occurred and is continuing, Company,
      shall have consented thereto (which consent shall not be unreasonably
      withheld. Upon such execution, delivery and consent, from and after the
      effective date specified in such Assignment Agreement, (y) the assignee
      thereunder shall be a party hereto and, to the extent that rights and
      obligations hereunder have been assigned to it pursuant to such Assignment
      Agreement, shall have the rights and obligations of a Lender hereunder and
      (z) the assigning Lender thereunder shall, to the extent that rights and
      obligations hereunder have been assigned by it pursuant to such Assignment
      Agreement, relinquish its rights (other than any rights which survive the
      termination of this Agreement under subsection 10.9B) and be released from
      its obligations under this Agreement (and, in the case of an Assignment
      Agreement covering all or the remaining portion of an assigning Lender's
      rights and obligations under this Agreement, such Lender shall cease to be
      a party hereto; provided that, anything contained in any of the Loan
      Documents to the contrary notwithstanding, if such

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      Lender is the Issuing Lender with respect to any outstanding Letters of
      Credit such Lender shall continue to have all rights and obligations of an
      Issuing Lender with respect to such Letters of Credit until the
      cancellation or expiration of such Letters of Credit and the reimbursement
      of any amounts drawn thereunder). The assigning Lender shall, upon the
      effectiveness of such assignment or as promptly thereafter as practicable,
      surrender its Notes, if any, to Administrative Agent for cancellation, and
      thereupon new Notes shall, if so requested by the assignee and/or the
      assigning Lender in accordance with subsection 2.1E, be issued to the
      assignee and/or to the assigning Lender, substantially in the form of
      Exhibit IV, Exhibit V or Exhibit VI annexed hereto, as the case may be,
      with appropriate insertions, to reflect the new Commitments and/or
      outstanding Revolving Loans and/or outstanding Tranche A Term Loans and/or
      Tranche B Term Loans, as the case may be, of the assignee and/or the
      assigning Lender. Other than as provided in subsection 2.1A(iv) and
      subsection 10.5, any assignment or transfer by a Lender of rights or
      obligations under this Agreement that does not comply with this subsection
      10.1B 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 10.1C.

            (ii) Acceptance by Administrative Agent; Recordation in Register.
      Upon its receipt of an Assignment Agreement executed by an assigning
      Lender and an assignee representing that it is an Eligible Assignee,
      together with the processing and recordation fee referred to in subsection
      10.1B(i) and any forms, certificates or other evidence with respect to
      United States federal income tax withholding matters that such assignee
      may be required to deliver to Administrative Agent pursuant to subsection
      2.7B(iii), Administrative Agent shall, if Administrative Agent and Company
      have consented to the assignment evidenced thereby (in each case to the
      extent such consent is required pursuant to subsection 10.1B(i)), (a)
      accept such Assignment Agreement by executing a counterpart thereof as
      provided therein (which acceptance shall evidence any required consent of
      Administrative Agent to such assignment), (b) record the information
      contained therein in the Register, and (c) give prompt notice thereof to
      Company. Administrative Agent shall maintain a copy of each Assignment
      Agreement delivered to and accepted by it as provided in this subsection
      10.1B(ii).

            (iii) If the consent of Company to an assignment or to an Eligible
      Assignee is required hereunder (including a consent to an assignment which
      does not meet the minimum assignment thresholds specified in subsection
      10.1B(i)), Company shall be deemed to have given its consent five Business
      Days after the date notice thereof has been delivered by the assigning
      Lender (through Administrative Agent) unless such consent is expressly
      refused by Company prior to such fifth Business Day.

            C. PARTICIPATIONS. Any Lender may, without the consent of, or notice
to, Company or Administrative Agent, sell participations to one or more banks or
other entities that is not a Competitor in all or a portion of such Lender's
rights and/or obligations under this Agreement; 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) Company, Administrative Agent and 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

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sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver directly affecting
(i) the extension of the scheduled final maturity date of any Loan allocated to
such participation or (ii) a reduction of the principal amount of or the rate of
interest payable on any Loan allocated to such participation. Subject to the
further provisions of this subsection 10.1C, Company agrees that each
Participant shall be entitled to the benefits, and subject to the requirements,
of subsections 2.6D and 2.7 (including without limitation the requirements of
subsection 2.7B(iii)(a)) to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to subsection 10.1B. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
subsection 10.4 as though it were a Lender, provided such Participant agrees to
be subject to subsection 10.5 as though it were a Lender. A Participant shall
not be entitled to receive any greater payment under subsections 2.6D and 2.7
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 Company's prior written consent.

            D. PLEDGES AND ASSIGNMENTS. Any Lender may at any time pledge or
assign a security interest in all or any portion of its Loans, and the other
Obligations owed to such Lender, to secure obligations of such Lender, including
without limitation any pledge or assignment to secure obligations to any Federal
Reserve Bank; provided that (i) no Lender shall be relieved of any of its
obligations hereunder as a result of any such assignment or pledge and (ii) in
no event shall any assignee or pledgee be considered to be a "Lender" or be
entitled to require the assigning Lender to take or omit to take any action
hereunder.

            E. INFORMATION. Each Lender may furnish any information concerning
Company and its Subsidiaries in the possession of that Lender from time to time
to assignees and participants (including prospective assignees and participants)
that is not a Competitor, subject to subsection 10.20.

            F. AGREEMENTS OF LENDERS. Each Lender listed on the signature pages
hereof hereby agrees, and each Lender that becomes a party hereto pursuant to an
Assignment Agreement shall be deemed to agree, (i) that it is an Eligible
Assignee described in clause (ii) of the definition thereof; (ii) that it has
experience and expertise in the making of or purchasing loans such as the Loans;
and (iii) that it will make or purchase Loans for its own account in the
ordinary course of its business and without a view to distribution of such Loans
within the meaning of the Securities Act or the Exchange Act or other federal
securities laws (it being understood that, subject to the provisions of this
subsection 10.1, the disposition of such Loans or any interests therein shall at
all times remain within its exclusive control).

            G. TRANSFERS OF BENEFICIAL INTERESTS. Any Person that acquires a
beneficial interest in any Loans other than in accordance with subsection 10.1B
or C shall not be entitled to the benefits of subsection 2.7.

      10.2  EXPENSES.

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            Whether or not the transactions contemplated hereby shall be
consummated, Company agrees to pay promptly (i) all the actual and reasonable
costs and expenses of negotiation, preparation and execution of the Loan
Documents and any consents, amendments, waivers or other modifications thereto;
(ii) all the costs of furnishing all opinions by counsel for Company (including
any opinions requested by Agents or Lenders as to any legal matters arising
hereunder) and of Company's performance of and compliance with all agreements
and conditions on its part to be performed or complied with under this Agreement
and the other Loan Documents including with respect to confirming compliance
with environmental, insurance and solvency requirements; (iii) the reasonable
fees, expenses and disbursements of counsel to Lenders (including allocated
costs of internal counsel) in connection with the negotiation, preparation,
execution and administration of the Loan Documents and any consents, amendments,
waivers or other modifications thereto and any other documents or matters
requested by Company; (iv) all the actual costs and reasonable expenses of
creating and perfecting Liens in favor of Administrative Agent on behalf of
Lenders pursuant to any Collateral Document, including filing and recording
fees, expenses and taxes, stamp or documentary taxes, search fees, title
insurance premiums, and reasonable fees, expenses and disbursements of counsel
to Administrative Agent and of counsel providing any opinions that
Administrative Agent or Requisite Lenders may request in respect of the
Collateral Documents or the Liens created pursuant thereto; (v) all the actual
costs and reasonable expenses (including the reasonable fees, expenses and
disbursements of any auditors, accountants or appraisers and any environmental
or other consultants, advisors and agents employed or retained by Administrative
Agent or its counsel) of obtaining and reviewing any collateral audits,
environmental audits or reports provided for under subsection 6.5A, 6.5C or
6.9A; (vi) the costs incurred by Administrative Agent in connection with the
custody or preservation of any of the Collateral; (vii) all other actual and
reasonable costs and expenses incurred by Administrative Agent in connection
with the syndication of the Commitments; and (viii) all costs and expenses,
including reasonable attorneys' fees (including allocated costs of internal
counsel) and costs of settlement, incurred by Administrative Agent and Lenders
in enforcing any Obligations of or in collecting any payments due from any Loan
Party hereunder or under the other Loan Documents (including in connection with
the sale of, collection from, or other realization upon any of the Collateral or
the enforcement of the Guaranties) or in connection with any refinancing or
restructuring of the credit arrangements provided under this Agreement in the
nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings.

      10.3  INDEMNITY.

            In addition to the payment of expenses pursuant to subsection 10.2,
whether or not the transactions contemplated hereby shall be consummated,
Company agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless Agents and Lenders, and the officers,
directors, employees, agents and affiliates of Agents and Lenders (collectively
called the "INDEMNITEES"), from and against any and all Indemnified Liabilities
(as hereinafter defined); provided that Company shall not have any obligation to
any Indemnitee hereunder with respect to any Indemnified Liabilities to the
extent such Indemnified Liabilities arise solely from the gross negligence or
willful misconduct of that Indemnitee as determined by a final judgment of a
court of competent jurisdiction.

                                      114

<PAGE>

            As used herein, "INDEMNIFIED LIABILITIES" means, collectively, any
and all liabilities, obligations, losses, damages (including natural resource
damages), penalties, actions, judgments, suits, claims (including Environmental
Claims), costs (including the costs of any investigation, study, sampling,
testing, abatement, cleanup, removal, remediation or other response action
necessary to remove, remediate, clean up or abate any Hazardous Materials
Activity), expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel for Indemnitees in
connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall
be designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing this indemnity), whether direct, indirect
or consequential and whether based on any federal, state or foreign laws,
statutes, rules or regulations (including securities and commercial laws,
statutes, rules or regulations and Environmental Laws), on common law or
equitable cause or on contract or otherwise, that may be imposed on, incurred
by, or asserted against any such Indemnitee, in any manner relating to or
arising out of (i) this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby (including Lenders' agreement to
make the Loans hereunder or the use or intended use of the proceeds thereof or
the issuance of Letters of Credit hereunder or the use or intended use of any
thereof, or any enforcement of any of the Loan Documents (including any sale of,
collection from, or other realization upon any of the Collateral or the
enforcement of the Guaranties)), (ii) the statements contained in the commitment
letter delivered by any Lender to Company with respect thereto, or (iii) any
Environmental Claim or any Hazardous Materials Activity relating to or arising
from, directly or indirectly, any past or present activity, operation, land
ownership, or practice of Company or any of its Subsidiaries.

            To the extent that the undertakings to defend, indemnify, pay and
hold harmless set forth in this subsection 10.3 may be unenforceable in whole or
in part because they are violative of any law or public policy, Company shall
contribute the maximum portion that it is permitted to pay and satisfy under
applicable law to the payment and satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them.

      10.4  SET-OFF.

            In addition to any rights now or hereafter granted under applicable
law and not by way of limitation of any such rights, upon the occurrence of any
Event of Default each Lender is hereby authorized by Company at any time or from
time to time, without notice to Company or to any other Person, any such notice
being hereby expressly waived, to set off and to appropriate and to apply any
and all deposits (general or special, time or demand, provisional or final,
including Indebtedness evidenced by certificates of deposit, whether matured or
unmatured, but not including trust accounts) and any other Indebtedness at any
time held or owing by that Lender or any Affiliate of that Lender to or for the
credit or the account of Company and each other Loan Party against and on
account of the Obligations of Company or any other Loan Party to that Lender (or
any Affiliate of that Lender) or to any other Lender (or any Affiliate of any
other Lender) under this Agreement, the Letters of Credit and participations
therein and the other Loan Documents, including all claims of any nature or
description arising out of or connected with this Agreement, the Letters of
Credit and participations therein or any other Loan Document, irrespective of
whether or not (i) that Lender shall have made any demand hereunder or (ii) the
principal of or the interest on the Loans or any amounts in respect of the
Letters of

                                      115

<PAGE>

Credit or any other amounts due hereunder shall have become due and payable
pursuant to Section 8 and although said obligations and liabilities, or any of
them, may be contingent or unmatured.

      10.5  RATABLE SHARING.

            Lenders hereby agree among themselves that if any of them shall,
whether by voluntary or mandatory payment (other than a payment or prepayment of
Loans made and applied in accordance with the terms of this Agreement), by
realization upon security, through the exercise of any right of set-off or
banker's lien, by counterclaim or cross action or by the enforcement of any
right under the Loan Documents or otherwise, or as adequate protection of a
deposit treated as cash collateral under the Bankruptcy Code, receive payment or
reduction of a proportion of the aggregate amount of principal, interest,
amounts payable in respect of Letters of Credit, fees and other amounts then due
and owing to that Lender hereunder or under the other Loan Documents
(collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that is greater than
the proportion received by any other Lender in respect of the Aggregate Amounts
Due to such other Lender, then the Lender receiving such proportionately greater
payment shall, unless such proportionately greater payment is required by the
terms of this Agreement, (i) notify Administrative Agent and each other Lender
of the receipt of such payment and (ii) apply a portion of such payment to
purchase assignments (which it shall be deemed to have purchased from each
seller of an assignment simultaneously upon the receipt by such seller of its
portion of such payment) of the Aggregate Amounts Due to the other Lenders so
that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders
in proportion to the Aggregate Amounts Due to them; provided that if all or part
of such proportionately greater payment received by such purchasing Lender is
thereafter recovered from such Lender upon the bankruptcy or reorganization of
Company or otherwise, those purchases shall be rescinded and the purchase prices
paid for such assignments shall be returned to such purchasing Lender ratably to
the extent of such recovery, but without interest. Company expressly consents to
the foregoing arrangement and agrees that any purchaser of an assignment so
purchased may exercise any and all rights of a Lender as to such assignment as
fully as if that Lender had complied with the provisions of subsection 10.1B
with respect to such assignment. In order to further evidence such assignment
(and without prejudice to the effectiveness of the assignment provisions set
forth above), each purchasing Lender and each selling Lender agree to enter into
an Assignment Agreement at the request of a selling Lender or a purchasing
Lender, as the case may be, in form and substance reasonably satisfactory to
each such Lender.

      10.6  AMENDMENTS AND WAIVERS.

            No amendment, modification, termination or waiver of any provision
of this Agreement or of the Notes, and no consent to any departure by Company
therefrom, shall in any event be effective without the written concurrence of
Requisite Lenders; provided that no such amendment, modification, termination,
waiver or consent shall, without the consent of (a) each Lender with Obligations
directly affected (whose consent shall be sufficient for any such amendment,
modification, termination or waiver without the consent of Requisite Lenders)
(1) reduce the principal amount of any Loan, (2) increase the maximum aggregate
amount of Letters of Credit, (3) postpone the scheduled final maturity date of
any Loan or postpone the date or reduce the amount of any scheduled payment (but
not prepayment) of principal of any Loan,

                                      116

<PAGE>

(4) postpone the date on which any interest or any fees are payable, (5)
decrease the interest rate borne by any Loan (other than any waiver of any
increase in the interest rate applicable to any of the Loans pursuant to
subsection 2.2E) or the amount of any fees payable hereunder excluding any
change in the manner in which any financial ratio used in determining any
interest rate or fee is calculated that would result in a reduction of any such
rate or fee), (6) reduce the amount or postpone the due date of any amount
payable in respect of any Letter of Credit, (7) extend the expiration date of
any Letter of Credit beyond the Revolving Loan Commitment Termination Date or
(8) change in any manner the obligations of Revolving Lenders relating to the
purchase of participations in Letters of Credit; (b) each Lender, (1) change in
any manner the definition of "Class" or the definition of "Pro Rata Share" or
the definition of "Requisite Class Lenders" or the definition of "Requisite
Lenders" (except for any changes resulting solely from an increase in
Commitments approved by Requisite Lenders), (2) change in any manner any
provision of this Agreement that, by its terms, expressly requires the approval
or concurrence of all Lenders, (3) increase the maximum duration of Interest
Periods permitted hereunder, (4) release any Lien granted in favor of
Administrative Agent with respect to all or substantially all of the Collateral
or release Holdings or PRA Sub from its obligations under the Holdings Guaranty
or release any Subsidiary Guarantor from its obligations under the Subsidiary
Guaranty, in each case other than in accordance with the terms of the Loan
Documents; or (5) change in any manner or waive the provisions contained in
subsection 8.1 or this subsection 10.6. In addition, (i) any amendment,
modification, termination or waiver of any of the provisions contained in
Section 4 shall be effective only if evidenced by a writing signed by or on
behalf of Administrative Agent and Requisite Lenders, (ii) no amendment,
modification, termination or waiver of any provision of any Note shall be
effective without the written concurrence of the Lender which is the holder of
that Note, (iii) no amendment, modification, termination or waiver of any
provision of subsection 2.1A(iv) or of any other provision of this Agreement
relating to the Swing Line Loan Commitment or the Swing Line Loans shall be
effective without the written concurrence of Swing Line Lender, (iv) no
amendment, modification, termination or waiver of any provision of Section 3
shall be effective without the written concurrence of Administrative Agent and,
with respect to the purchase of participations in Letters of Credit, without the
written concurrence of each Issuing Lender that has issued an outstanding Letter
of Credit or has not been reimbursed for a payment under a Letter of Credit, and
(v) no amendment, modification, termination or waiver of any provision of
Section 9 or of any other provision of this Agreement which, by its terms,
expressly requires the approval or concurrence of Administrative Agent shall be
effective without the written concurrence of Administrative Agent, and (vi) no
amendment, modification, termination or waiver of any provision of subsection
2.4 that has the effect of changing any interim scheduled payments, voluntary or
mandatory prepayments, or Commitment reductions applicable to a Class in a
manner that disproportionately disadvantages such Class relative to any other
Class shall be effective without the written concurrence of Requisite Class
Lenders of such affected Class (it being understood and agreed that any
amendment, modification, termination or waiver of any such provision which only
postpones or reduces any interim scheduled payment, voluntary or mandatory
prepayment, or Commitment reduction from those set forth in subsection 2.4 with
respect to one Class but not any other Class shall be deemed to
disproportionately disadvantage such one Class but not to disproportionately
disadvantage any such other Class for purposes of this clause (vi)) and (vii) no
Commitment of a Lender shall be increased without the consent of such Lender and
the consent of Supermajority Lenders. Administrative Agent may, but shall have
no obligation to, with the concurrence of any Lender, execute amendments,

                                      117

<PAGE>

modifications, waivers or consents on behalf of that Lender. Any waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it was given. No notice to or demand on Company in any case
shall entitle Company to any other or further notice or demand in similar or
other circumstances. Any amendment, modification, termination, waiver or consent
effected in accordance with this subsection 10.6 shall be binding upon each
Lender at the time outstanding, each future Lender and, if signed by Company, on
Company.

      10.7  INDEPENDENCE OF COVENANTS.

            All covenants hereunder shall be given independent effect so that if
a particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or would otherwise be within
the limitations of, another covenant shall not avoid the occurrence of an Event
of Default or Potential Event of Default if such action is taken or condition
exists.

      10.8  NOTICES; EFFECTIVENESS OF SIGNATURES.

            Unless otherwise specifically provided herein, any notice or other
communication herein required or permitted to be given shall be in writing and
may be personally served, or sent by telefacsimile or United States mail or
courier service and shall be deemed to have been given when delivered in person
or by courier service, upon receipt of telefacsimile in complete and legible
form, or three Business Days after depositing it in the United States mail with
postage prepaid and properly addressed; provided that notices to Administrative
Agent shall not be effective until received. For the purposes hereof, the
address of each party hereto shall be as set forth under such party's name on
the signature pages hereof or (i) as to Company and Administrative Agent, such
other address as shall be designated by such Person in a written notice
delivered to the other parties hereto and (ii) as to each other party, such
other address as shall be designated by such party in a written notice delivered
to Administrative Agent.

            Loan Documents and notices under the 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 an original copy with manual signatures and shall be binding on all Loan
Parties, Agents and Lenders. Administrative Agent may also require that any such
documents and signature be confirmed by a manually-signed copy thereof;
provided, however, that the failure to request or deliver any such
manually-signed copy shall not affect the effectiveness of any facsimile
document or signature.

      10.9  SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

            A. All representations, warranties and agreements made herein shall
survive the execution and delivery of this Agreement and the making of the Loans
and the issuance of the Letters of Credit hereunder.

            B. Notwithstanding anything in this Agreement or implied by law to
the contrary, the agreements of Company set forth in subsections 2.6D, 2.7,
3.5A, 10.2, 10.3, 10.4, 10.18 and 10.19 and the agreements of Lenders set forth
in subsections 9.2C, 9.4, 10.5 and 10.19 shall survive the payment of the Loans,
the cancellation or expiration of the Letters of Credit and the reimbursement of
any amounts drawn thereunder, and the termination of this Agreement.

                                      118

<PAGE>

      10.10 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.

            No failure or delay on the part of an Agent or any Lender in the
exercise of any power, right or privilege hereunder or under any other Loan
Document shall impair such power, right or privilege or be construed to be a
waiver of any default or acquiescence therein, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other power, right or privilege. All rights and
remedies existing under this Agreement and the other Loan Documents are
cumulative to, and not exclusive of, any rights or remedies otherwise available.

      10.11 MARSHALLING; PAYMENTS SET ASIDE.

            Neither any Agent nor any Lender shall be under any obligation to
marshal any assets in favor of Company or any other party or against or in
payment of any or all of the Obligations. To the extent that Company makes a
payment or payments to Administrative Agent or Lenders (or to Administrative
Agent for the benefit of Lenders), or Agents or Lenders enforce any security
interests or exercise their rights of setoff, and such payment or payments or
the proceeds of such enforcement or setoff or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, any other state or federal law, common law or any equitable
cause, then, to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied, and all Liens, rights and remedies therefor
or related thereto, shall be revived and continued in full force and effect as
if such payment or payments had not been made or such enforcement or setoff had
not occurred.

      10.12 SEVERABILITY.

            In case any provision in or obligation under this Agreement or the
Notes shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

      10.13 OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.

            The obligations of Lenders hereunder are several and no Lender shall
be responsible for the obligations or Commitments of any other Lender hereunder.
Nothing contained herein or in any other Loan Document, and no action taken by
Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders, or
Lenders and Company, as a partnership, an association, a joint venture or any
other kind of entity. The amounts payable at any time hereunder to each Lender
shall be a separate and independent debt, and each Lender shall be entitled to
protect and enforce its rights arising out of this Agreement and it shall not be
necessary for any other Lender to be joined as an additional party in any
proceeding for such purpose.

      10.14 RELEASE OF SECURITY INTEREST OR GUARANTY.

            Upon the proposed sale or other disposition of any Collateral that
is permitted by this Agreement or to which Requisite Lenders have otherwise
consented, or the sale or other

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<PAGE>

disposition of all of the Capital Stock of a Subsidiary Guarantor to any Person
(other than an Affiliate of Company) permitted by this Agreement or to which
Requisite Lenders have otherwise consented, for which a Loan Party desires to
obtain a security interest release or a release of the Subsidiary Guaranty from
Administrative Agent, such Loan Party shall deliver an Officer's Certificate (i)
stating that the Collateral or the Capital Stock subject to such disposition is
being sold or otherwise disposed of in compliance with the terms hereof and (ii)
specifying the Collateral or Capital Stock being sold or otherwise disposed of
in the proposed transaction. Upon the receipt of such Officer's Certificate,
Administrative Agent shall, at such Loan Party's expense, so long as
Administrative Agent (a) has no reason to believe that the facts stated in such
Officer's Certificate are not true and correct and (b) if the sale or other
disposition of such item of Collateral or Capital Stock constitutes an Asset
Sale, shall have received evidence satisfactory to it that arrangements
satisfactory to it have been made for delivery of the Net Asset Sale Proceeds if
and as required by subsection 2.4, execute and deliver such releases of its
security interest in such Collateral or such Subsidiary Guaranty, as may be
reasonably requested by such Loan Party.

      10.15 HEADINGS.

            Section and subsection headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect.

      10.16 APPLICABLE LAW.

            THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

      10.17 CONSTRUCTION OF AGREEMENT; NATURE OF RELATIONSHIP.

            Each of the parties hereto acknowledges that (i) it has been
represented by counsel in the negotiation and documentation of the terms of this
Agreement, (ii) it has had full and fair opportunity to review and revise the
terms of this Agreement, (iii) this Agreement has been drafted jointly by all of
the parties hereto, and (iv) neither Administrative Agent nor any Lender or
other Agent has any fiduciary relationship with or duty to Company arising out
of or in connection with this Agreement or any of the other Loan Documents, and
the relationship between Administrative Agent, the other Agents and Lenders, on
one hand, and Company, on the other hand, in connection herewith or therewith is
solely that of debtor and creditor. Accordingly, each of the parties hereto
acknowledges and agrees that the terms of this Agreement shall not be construed
against or in favor of another party.

      10.18 CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

            ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN

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<PAGE>

DOCUMENT, OR ANY OBLIGATIONS THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL
COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY
EXECUTING AND DELIVERING THIS AGREEMENT, COMPANY, FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, IRREVOCABLY

            (I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE
      JURISDICTION AND VENUE OF SUCH COURTS;

            (II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

            (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN
      ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
      REQUESTED, TO COMPANY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH
      SUBSECTION 10.8;

            (IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS
      SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER COMPANY IN ANY SUCH
      PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
      BINDING SERVICE IN EVERY RESPECT;

            (V) AGREES THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY
      OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST COMPANY IN
      THE COURTS OF ANY OTHER JURISDICTION; AND

            (VI) AGREES THAT THE PROVISIONS OF THIS SUBSECTION 10.18 RELATING TO
      JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST
      EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402
      OR OTHERWISE.

      10.19 WAIVER OF JURY TRIAL.

            EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver
is intended to be all-encompassing of any and all disputes that may be filed in
any court and that relate to the subject matter of this transaction, including
contract claims, tort claims, breach of duty claims and all other common law and
statutory claims. Each party hereto acknowledges that this waiver is a material
inducement to enter into a business relationship, that each has already relied
on this waiver in entering into this Agreement, and that each will continue to
rely on this waiver in their related future dealings. Each party hereto further
warrants and represents that it has reviewed this waiver with its legal counsel
and that it knowingly and voluntarily waives its jury trial rights following
consultation with legal counsel. THIS WAIVER

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<PAGE>

IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION
10.19 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. In the event of litigation,
this Agreement may be filed as a written consent to a trial by the court.

      10.20 CONFIDENTIALITY.

            Each Lender shall hold all non-public information obtained pursuant
to the requirements of this Agreement that has been identified in writing as
confidential by Company in accordance with such Lender's customary procedures
for handling confidential information of this nature and in accordance with safe
and sound banking practices, it being understood and agreed by Company that in
any event a Lender may make disclosures (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (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 Government Authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this subsection 10.20, to (i) any Eligible
Assignee of or Participant in, or any prospective Eligible Assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii)
any direct or indirect contractual counterparty or prospective counterparty (or
such contractual counterparty's or prospective counterparty's professional
advisor) to any credit derivative transaction relating to obligations of
Company, (g) with the consent of Company, (h) to the extent such information (i)
becomes publicly available other than as a result of a breach of this subsection
10.20 or (ii) becomes available to Administrative Agent or any Lender on a
nonconfidential basis from a source other than Company or (i) to the National
Association of Insurance Commissioners or any other similar organization or any
nationally recognized rating agency that requires access to information about a
Lender's or its Affiliates' investment portfolio in connection with ratings
issued with respect to such Lender or its Affiliates and that no written or oral
communications from counsel to an Agent and no information that is or is
designated as privileged or as attorney work product may be disclosed to any
Person unless such Person is a Lender or a participant hereunder; provided that,
unless specifically prohibited by applicable law or court order, each Lender
shall notify Company of any request by any Government Authority or
representative thereof (other than any such request in connection with any
examination of the financial condition of such Lender by such Government
Authority) for disclosure of any such non-public information prior to disclosure
of such information; and provided, further that in no event shall any Lender be
obligated or required to return any materials furnished by Company or any of its
Subsidiaries.

            Notwithstanding anything herein to the contrary, information
required to be treated as confidential by reason of the foregoing shall not
include, and Administrative Agent

                                      122

<PAGE>

and each Lender may disclose to any and all Persons, without limitation of any
kind, any information with respect to United States federal income tax treatment
and United States federal income tax structure of the transactions contemplated
hereby and all materials of any kind (including opinions or other tax analyses)
that are provided to Administrative Agent or such Lender relating to such tax
treatment and tax structure.

      10.21 COUNTERPARTS; EFFECTIVENESS.

            This Agreement and any amendments, waivers, consents or supplements
hereto or in connection herewith may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This Agreement shall become effective upon the execution of a
counterpart hereof by each of the parties hereto.

                  [Remainder of page intentionally left blank]

                                      123

<PAGE>

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

            COMPANY:

                                     PRA INTERNATIONAL, INC.

                                     By:  /s/ J.M. BONO
                                        ----------------------------------
                                     Name: J.M. Bono
                                          --------------------------------
                                     Title: SVP & CFO
                                           -------------------------------

                                     Notice Address:
                                            ______________________________
                                            ______________________________
                                            ______________________________
                                            ______________________________

            LENDERS:

                                     WELLS FARGO BANK, NATIONAL
                                     ASSOCIATION,
                                     individually and as Administrative
                                     Agent

                                     By:  /s/ JOHN HUKAR
                                        ----------------------------------
                                     Name: John Hukar
                                          --------------------------------
                                     Title: Vice President
                                           -------------------------------

                                     Notice Address:

                                            CAPITAL MARKETS - STRUCTURED FINANCE
                                            ------------------------------------
                                            555 MONTGOMERY ST. - 17TH FLOOR
                                            ------------------------------------
                                            SAN FRANCISCO, CA 94111
                                            ------------------------------------

                                            ------------------------------------

                                      S-1

<PAGE>

                                  SCHEDULE 2.1

                    LENDERS' COMMITMENTS AND PRO RATA SHARES

<TABLE>
<CAPTION>
                                      Pro Rata                         Pro Rata
                      Tranche A      Share (re:       Tranche B       Share (re:       Revolving       Pro Rata         Pro Rata
                      Term Loan      Tranche A        Term Loan       Tranche B          Loan         Share (re:         Share
     Lender          Commitment     Term Loans)       Commitment      Term Loans)      Commitment     Rev. Loans)      (Overall)
<S>                <C>              <C>             <C>              <C>             <C>              <C>             <C>
Wells Fargo
Bank, National
Association        $ 2,941,176.48   14.705882400%   $20,882,352.94   52.205882350%   $ 3,676,470.58   14.705882320%   32.352941176%

Wachovia Bank,
National
Association        $10,000,000.00   50.000000000%   $ 5,000,000.00   12.500000000%   $12,500,000.00   50.000000000%   32.352941176%

BNP Paribas        $ 3,529,411.76   17.647058800%   $ 7,058,823.53   17.647058825%   $ 4,411,764.71   17.647058840%   17.647058824%

GE Capital
Corporation        $ 3,529,411.76   17.647058800%   $ 7,058,823.53   17.647058825%   $ 4,411,764.71   17.647058840%   17.647058824%
                   --------------   ------------    --------------   ------------    --------------   ------------    ------------
TOTAL              $   20,000,000            100%   $   40,000,000            100%   $   25,000,000            100%            100%
</TABLE>

                                 Schedule 2.1-1

<PAGE>

                                 SCHEDULE 3.1(b)

                           EXISTING LETTERS OF CREDIT

<TABLE>
<CAPTION>
  LETTER OF CREDIT
IDENTIFICATION NUMBER                          ISSUE DATE                          AMOUNT
---------------------                          ----------                          ------
<S>                                          <C>                                <C>
     000401852                               June 28, 2001                      $  150,000.00

     000401853                               June 28, 2001                      $  250,000.00

     000401854                               June 28, 2001                      $3,350,000.00

     000452102                               August 6, 2002                     $  155,000.00

     000466087                               December 12, 2002                  $   35,425.19
</TABLE>

                                 Schedule 2.1-1