<PAGE>

                                                                    Exhibit 10.1

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

                                  $100,000,000

                                CREDIT AGREEMENT

                            DATED AS OF JUNE 8, 2007,

                                      AMONG

                                 NAVISITE, INC.,
                                  AS BORROWER,

                                       AND

                     THE SUBSIDIARY GUARANTORS PARTY HERETO,
                                 AS GUARANTORS,

                            THE LENDERS PARTY HERETO

                            CIBC WORLD MARKETS CORP.,
            AS SOLE LEAD ARRANGER, DOCUMENTATION AGENT AND BOOKRUNNER

                       CANADIAN IMPERIAL BANK OF COMMERCE,
                       ACTING THROUGH ITS NEW YORK AGENCY,
                    AS ISSUING BANK AND ADMINISTRATIVE AGENT

                                       AND

                        CIT LENDING SERVICES CORPORATION,
                              AS SYNDICATION AGENT

                           Cahill Gordon & Reindel LLP
                                 80 Pine Street
                               New York, NY 10005

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
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<S>                                                                         <C>
                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01    Defined Terms............................................      1
SECTION 1.02    Classification of Loans and Borrowings...................     33
SECTION 1.03    Terms Generally..........................................     33
SECTION 1.04    Accounting Terms; GAAP...................................     34
SECTION 1.05    Resolution of Drafting Ambiguities.......................     34

                                   ARTICLE II

                                   THE CREDITS

SECTION 2.01    Commitments..............................................     34
SECTION 2.02    Loans....................................................     34
SECTION 2.03    Borrowing Procedure......................................     36
SECTION 2.04    Evidence of Debt; Repayment of Loans.....................     36
SECTION 2.05    Fees.....................................................     37
SECTION 2.06    Interest on Loans........................................     38
SECTION 2.07    Termination and Reduction of Commitments.................     39
SECTION 2.08    Interest Elections.......................................     39
SECTION 2.09    Amortization of Term Borrowings..........................     40
SECTION 2.10    Optional and Mandatory Prepayments of Loans..............     40
SECTION 2.11    Alternate Rate of Interest...............................     44
SECTION 2.12    Yield Protection.........................................     44
SECTION 2.13    Breakage Payments........................................     45
SECTION 2.14    Payments Generally; Pro Rata Treatment; Sharing of
                Setoffs..................................................     46
SECTION 2.15    Taxes....................................................     48
SECTION 2.16    Mitigation Obligations; Replacement of Lenders...........     49
SECTION 2.17    Letters of Credit........................................     50
SECTION 2.18    Increase in Commitments..................................     55

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

SECTION 3.01    Organization; Powers.....................................     58
SECTION 3.02    Authorization; Enforceability............................     58
SECTION 3.03    No Conflicts.............................................     58
SECTION 3.04    Financial Statements; Projections........................     58
SECTION 3.05    Properties...............................................     59
SECTION 3.06    Intellectual Property....................................     60
SECTION 3.07    Equity Interests and Subsidiaries........................     61
SECTION 3.08    Litigation; Compliance with Laws.........................     61
SECTION 3.09    Agreements...............................................     61
</TABLE>


                                       -i-
<PAGE>

<TABLE>
<CAPTION>
Section                                                                     Page
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<S>                                                                         <C>
SECTION 3.10    Federal Reserve Regulations..............................     62
SECTION 3.11    Investment Company Act...................................     62
SECTION 3.12    Use of Proceeds..........................................     62
SECTION 3.13    Taxes....................................................     62
SECTION 3.14    No Material Misstatements................................     62
SECTION 3.15    Labor Matters............................................     63
SECTION 3.16    Solvency.................................................     63
SECTION 3.17    Employee Benefit Plans...................................     63
SECTION 3.18    Environmental Matters....................................     63
SECTION 3.19    Insurance................................................     65
SECTION 3.20    Security Documents.......................................     65
SECTION 3.21    Anti-Terrorism Law.......................................     66

                                   ARTICLE IV

                         CONDITIONS TO CREDIT EXTENSIONS

SECTION 4.01    Conditions to Initial Credit Extension...................     67
SECTION 4.02    Conditions to All Credit Extensions......................     70

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

SECTION 5.01    Financial Statements, Reports, etc.......................     71
SECTION 5.02    Litigation and Other Notices.............................     73
SECTION 5.03    Existence; Businesses and Properties.....................     74
SECTION 5.04    Insurance................................................     74
SECTION 5.05    Obligations and Taxes....................................     75
SECTION 5.06    Employee Benefits........................................     76
SECTION 5.07    Maintaining Records; Access to Properties and
                Inspections; Annual Meetings.............................     76
SECTION 5.08    Use of Proceeds..........................................     77
SECTION 5.09    Compliance with Environmental Laws; Environmental
                Reports..................................................     77
SECTION 5.10    Interest Rate Protection.................................     77
SECTION 5.11    Additional Collateral; Additional Guarantors.............     77
SECTION 5.12    Security Interests; Further Assurances...................     79
SECTION 5.13    Information Regarding Collateral.........................     79
SECTION 5.14    Affirmative Covenants with Respect to Leases.............     80

                                   ARTICLE VI

                               NEGATIVE COVENANTS

SECTION 6.01    Indebtedness.............................................     81
SECTION 6.02    Liens....................................................     82
SECTION 6.03    Sale and Leaseback Transactions..........................     84
SECTION 6.04    Investment, Loan and Advances............................     84
SECTION 6.05    Mergers and Consolidations...............................     85
SECTION 6.06    Asset Sales..............................................     86
</TABLE>


                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
Section                                                                     Page
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<S>                                                                         <C>
SECTION 6.07    Acquisitions.............................................     86
SECTION 6.08    Dividends................................................     87
SECTION 6.09    Transactions with Affiliates.............................     87
SECTION 6.10    Financial Covenants......................................     88
SECTION 6.11    Prepayments of Other Indebtedness; Modifications of
                Organizational Documents and Other Documents, etc........     90
SECTION 6.12    Limitation on Certain Restrictions on Subsidiaries.......     90
SECTION 6.13    Limitation on Issuance of Capital Stock..................     91
SECTION 6.14    Limitation on Creation of Subsidiaries...................     91
SECTION 6.15    Business.................................................     92
SECTION 6.16    Limitation on Accounting Changes.........................     92
SECTION 6.17    Fiscal Year..............................................     92
SECTION 6.18    Lease Obligations........................................     92
SECTION 6.19    No Further Negative Pledge...............................     92
SECTION 6.20    Anti-Terrorism Law; Anti-Money Laundering................     92
SECTION 6.21    Embargoed Person.........................................     93

                                   ARTICLE VII

                                    GUARANTEE

SECTION 7.01    The Guarantee............................................     93
SECTION 7.02    Obligations Unconditional................................     93
SECTION 7.03    Reinstatement............................................     94
SECTION 7.04    Subrogation; Subordination...............................     95
SECTION 7.05    Remedies.................................................     95
SECTION 7.06    Instrument for the Payment of Money......................     95
SECTION 7.07    Continuing Guarantee.....................................     95
SECTION 7.08    General Limitation on Guarantee Obligations..............     95
SECTION 7.09    Release of Guarantors....................................     95
SECTION 7.10    Right of Contribution....................................     96

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

SECTION 8.01    Events of Default........................................     96
SECTION 8.02    Rescission...............................................     98
SECTION 8.03    Application of Proceeds..................................     99

                                   ARTICLE IX

                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

SECTION 9.01    Appointment and Authority................................    100
SECTION 9.02    Rights as a Lender.......................................    100
SECTION 9.03    Exculpatory Provisions...................................    100
SECTION 9.04    Reliance by Agent........................................    101
SECTION 9.05    Delegation of Duties.....................................    101
SECTION 9.06    Resignation of Agent.....................................    101
</TABLE>


                                      -iii-

<PAGE>

<TABLE>
<CAPTION>
Section                                                                     Page
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<S>                                                                         <C>
SECTION 9.07    Non-Reliance on Agent and Other Lenders..................    102
SECTION 9.08    No Other Duties, etc.....................................    102

                                    ARTICLE X

                                  MISCELLANEOUS

SECTION 10.01   Notices..................................................    102
SECTION 10.02   Waivers; Amendment.......................................    105
SECTION 10.03   Expenses; Indemnity; Damage Waiver.......................    108
SECTION 10.04   Successors and Assigns...................................    109
SECTION 10.05   Survival of Agreement....................................    112
SECTION 10.06   Counterparts; Integration; Effectiveness.................    112
SECTION 10.07   Severability.............................................    113
SECTION 10.08   Right of Setoff..........................................    113
SECTION 10.09   Governing Law; Jurisdiction; Consent to Service of
                Process..................................................    113
SECTION 10.10   Waiver of Jury Trial.....................................    114
SECTION 10.11   Headings.................................................    114
SECTION 10.12   Treatment of Certain Information; Confidentiality........    114
SECTION 10.13   USA PATRIOT Act Notice...................................    115
SECTION 10.14   Interest Rate Limitation.................................    115
SECTION 10.15   Lender Addendum..........................................    115
SECTION 10.16   Obligations Absolute.....................................    115
</TABLE>

ANNEXES

Annex I                Applicable Margin
Annex II               Amortization Table

SCHEDULES

Schedule 1.01(a)       Refinancing Indebtedness to Be Repaid
Schedule 1.01(b)       Subsidiary Guarantors
Schedule 1.01(c)       Excluded Trade Payables and Accrued Liabilities
Schedule 3.03          Governmental Approvals; Compliance with Laws
Schedule 3.06(c)       Violations or Proceedings
Schedule 3.09          Material Agreements
Schedule 3.18          Environmental Matters
Schedule 3.19          Insurance
Schedule 4.01(g)       Local Counsel
Schedule 4.01(n)(vi)   Landlord Access Agreements
Schedule 6.01(b)       Existing Indebtedness
Schedule 6.02(c)       Existing Liens
Schedule 6.04(b)       Existing Investments

EXHIBITS

Exhibit A              Form of Administrative Questionnaire
Exhibit B              Form of Assignment and Assumption
Exhibit C              Form of Borrowing Request


                                      -iv-
<PAGE>

Exhibit D              Form of Compliance Certificate
Exhibit E              Form of Interest Election Request
Exhibit F              Form of Joinder Agreement
Exhibit G              Form of Landlord Access Agreement
Exhibit H              Form of LC Request
Exhibit I              Form of Lender Addendum
Exhibit J-1            Form of Term Note
Exhibit J-2            Form of Revolving Note
Exhibit K-1            Form of Perfection Certificate
Exhibit K-2            Form of Perfection Certificate Supplement
Exhibit L              Form of Security Agreement
Exhibit M              Form of Opinion of Company Counsel
Exhibit N              Form of Solvency Certificate
Exhibit O              Form of Intercompany Note
Exhibit P              Form of Non-Bank Certificate


                                       -v-
<PAGE>

                                CREDIT AGREEMENT

          This CREDIT AGREEMENT (this "AGREEMENT") dated as of June 8, 2007,
among NAVISITE, INC., a Delaware corporation ("BORROWER"), the Subsidiary
Guarantors (such term and each other capitalized term used but not defined
herein having the meaning given to it in Article I), the Lenders, CIBC WORLD
MARKETS CORP., as sole lead arranger (in such capacity, "SOLE LEAD ARRANGER"),
as documentation agent (in such capacity, "DOCUMENTATION AGENT") and as
bookrunner (in such capacity, "BOOKRUNNER"), CIT LENDING SERVICES CORPORATION,
as syndication agent (in such capacity, "SYNDICATION AGENT"), and CANADIAN
IMPERIAL BANK OF COMMERCE, acting through its New York agency, as issuing bank
(in such capacity, "ISSUING BANK") and as administrative agent (in such
capacity, "ADMINISTRATIVE AGENT") for the Lenders and as collateral agent (in
such capacity, "COLLATERAL AGENT") for the Secured Parties and the Issuing Bank.

                                   WITNESSETH:

          WHEREAS, Borrower has requested Lenders to make the Loans to Borrower
as described below, the proceeds of which shall be applied by Borrower to repay
in full Borrower's Existing Credit Agreements (including, without limitation,
the prepayment premium provided therein), to pay related fees and expenses and
for general corporate purposes.

          Whereas, Lenders are willing to make the Loans to Borrower on the
condition that (i) the Administrative Agent, for benefit of the Secured Parties
will have valid and enforceable first, superior and senior liens and security
interests in the Collateral securing the Obligations until the Obligations have
been fully satisfied and (ii) Borrower complies strictly with the terms and
conditions of this Agreement.

          WHEREAS, Borrower has requested the Lenders to extend credit in the
form of (a) a Term Loan on the Closing Date, in an aggregate principal amount
not in excess of $90,000,000, and (b) Revolving Loans at any time and from time
to time prior to the Revolving Maturity Date, in an aggregate principal amount
at any time outstanding not in excess of $10,000,000, of which none may be drawn
on the Closing Date.

          WHEREAS, Borrower has requested the Issuing Bank to issue letters of
credit, in an aggregate face amount at any time outstanding not in excess of
$2.5 million, to support payment obligations incurred in the ordinary course of
business by Borrower and its Subsidiaries.

          WHEREAS, the proceeds of the Loans are to be used in accordance with
Section 3.12.

          NOW, THEREFORE, the Lenders are willing to extend such credit to
Borrower and the Issuing Bank is willing to issue letters of credit for the
account of Borrower on the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

          SECTION 1.01 DEFINED TERMS. As used in this Agreement, the following
terms shall have the meanings specified below:

<PAGE>

          "ABR", when used in reference to any Loan or Borrowing, is used when
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

          "ABR BORROWING" shall mean a Borrowing comprised of ABR Loans.

          "ABR LOAN" shall mean any ABR Term Loan or ABR Revolving Loan.

          "ABR REVOLVING LOAN" shall mean any Revolving Loan bearing interest at
a rate determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

          "ABR TERM LOAN" shall mean any Term Loan bearing interest at a rate
determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

          "ACQUISITION CONSIDERATION" shall mean the purchase consideration for
any Permitted Acquisition and all other payments by Borrower or any of its
Subsidiaries in exchange for, or as part of, or in connection with, any
Permitted Acquisition, whether paid in cash or by exchange of Equity Interests
or of properties or otherwise and whether payable at or prior to the
consummation of such Permitted Acquisition or deferred for payment at any future
time, whether or not any such future payment is subject to the occurrence of any
contingency, and includes any and all payments representing the purchase price
and any assumptions of Indebtedness, "earn-outs" and other agreements to make
any payment the amount of which is, or the terms of payment of which are, in any
respect subject to or contingent upon the revenues, income, cash flow or profits
(or the like) of any person or business, severance, bonuses, retention payments,
working capital adjustments, filing and registration fees, listing fees,
transaction fees and expenses, restructuring charges and all other amounts and
obligations related to or incurred in connection with such acquisition; provided
that any such future payment that is subject to a contingency shall be
considered Acquisition Consideration only to the extent of the reserve, if any,
required under GAAP at the time of such sale to be established in respect
thereof by Borrower or any of its Subsidiaries.

          "ADMINISTRATIVE AGENT" shall have the meaning assigned to such term in
the preamble hereto and includes each other person appointed as the successor
pursuant to Article X.

          "ADMINISTRATIVE AGENT FEE" shall have the meaning assigned to such
term in Section 2.05(b).

          "ADMINISTRATIVE QUESTIONNAIRE" shall mean an Administrative
Questionnaire in substantially the form of Exhibit A.

          "AFFILIATE" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified; provided, however, that, for purposes of Section 6.09, the term
"Affiliate" shall also include (i) any person that directly or indirectly owns
more than 10% of any class of Equity Interests of the person specified or (ii)
any person that is an executive officer or director of the person specified.

          "AGENTS" shall mean the Administrative Agent and the Collateral Agent;
and "AGENT" shall mean any of them.

          "AGREEMENT" shall have the meaning assigned to such term in the
preamble hereto.


                                       -2-

<PAGE>

          "ALTERNATE BASE RATE" shall mean, for any day, a rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the
greater of (a) the Base Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 0.50%. If the Administrative Agent
shall have determined (which determination shall be conclusive absent manifest
error) that it is unable to ascertain the Federal Funds Effective Rate for any
reason, including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms of the definition thereof,
the Alternate Base Rate shall be determined without regard to clause (b) of the
preceding sentence until the circumstances giving rise to such inability no
longer exist. Any change in the Alternate Base Rate due to a change in the Base
Rate or the Federal Funds Effective Rate shall be effective on the effective
date of such change in the Base Rate or the Federal Funds Effective Rate,
respectively.

          "ANNUALIZED BASIS" shall mean with respect to a determination of
Consolidated Interest Expense or the principal amount of scheduled amortization
payments on Indebtedness of Borrower and its Subsidiaries scheduled to be repaid
or prepaid for any period ending on or prior to April 30, 2008, an amount equal
to:

          (a) for the four quarter period ending July 31, 2007, the amount of
     such item for the quarter ending July 31, 2007 (adjusted on a pro forma
     basis to give effect to the Transactions as though they had occurred on
     April 30, 2007) multiplied by 4;

          (b) for the four quarter period ending October 31, 2007, the amount of
     such item for the two quarter period ending October 31, 2007 (adjusted on a
     pro forma basis to give effect to the Transactions as though they had
     occurred on April 30, 2007) multiplied by 2;

          (c) for the four quarter period ending January 31, 2008, the amount of
     such item for the three quarter period ending January 31, 2008 (adjusted on
     a pro forma basis to give effect to the Transactions as though they had
     occurred on April 30, 2007) multiplied by 4/3; and

          (d) for the four quarter period ending April 30, 2008, the amount of
     such item for the four quarter period ending April 30, 2008 (adjusted on a
     pro forma basis to give effect to the Transactions as though they had
     occurred on April 30, 2007).

          "ANTI-TERRORISM LAWS" shall have the meaning assigned to such term in
Section 3.21.

          "APPLICABLE FEE" shall mean 0.50% per annum.

          "APPLICABLE MARGIN" shall mean, for any day, with respect to any
Revolving Loan or Term Loan, as the case may be, the applicable percentage set
forth in Annex I under the appropriate caption.

          "APPLIEDTHEORY NOTES" shall mean the two unsecured promissory notes
totaling $6.0 million issued by the AppliedTheory bankruptcy estate on June 13,
2006, bearing interest at 8% per annum.

          "APPROVED FUND" shall mean any Fund that is administered or managed by
(a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of
an entity that administers or manages a Lender.

          "ASSET SALE" shall mean (a) any conveyance, sale, lease, sublease,
assignment, transfer or other disposition (including by way of merger or
consolidation and including any Sale and Leaseback


                                       -3-

<PAGE>

Transaction) of any property excluding sales of inventory and dispositions of
cash and cash equivalents, in each case, in the ordinary course of business, by
Borrower or any of its Subsidiaries and (b) any issuance or sale of any Equity
Interests of any Subsidiary of Borrower, in each case, to any person other than
(i) Borrower, (ii) any Subsidiary Guarantor or (iii) other than for purposes of
Section 6.06, any other Subsidiary.

          "ASSIGNMENT AND ASSUMPTION" shall mean an assignment and assumption
entered into by a Lender and an Eligible Assignee (with the consent of any party
whose consent is required by Section 10.04(b)), and accepted by the
Administrative Agent, in substantially the form of Exhibit B, or any other form
approved by the Administrative Agent.

          "ATLANTIC" means Atlantic Investors, LLC, a Delaware limited liability
company.

          "ATTRIBUTABLE INDEBTEDNESS" shall mean, when used with respect to any
Sale and Leaseback Transaction, as at the time of determination, the present
value (discounted at a rate equivalent to Borrower's then-current weighted
average cost of funds for borrowed money as at the time of determination,
compounded on a semi-annual basis) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in any such Sale
and Leaseback Transaction.

          "BAILEE LETTER" shall have the meaning assigned thereto in the
Security Agreement.

          "BASE RATE" shall mean, for any day, a rate per annum that is equal to
the corporate base rate of interest established by the Administrative Agent from
time to time; each change in the Base Rate shall be effective on the date such
change is effective. The corporate base rate is not necessarily the lowest rate
charged by the Administrative Agent to its customers.

          "BOARD" shall mean the Board of Governors of the Federal Reserve
System of the United States.

          "BOARD OF DIRECTORS" shall mean, with respect to any person, (i) in
the case of any corporation, the board of directors of such person, (ii) in the
case of any limited liability company, the board of managers of such person,
(iii) in the case of any partnership, the Board of Directors of the general
partner of such person and (iv) in any other case, the functional equivalent of
the foregoing.

          "BORROWER" shall have the meaning assigned to such term in the
preamble hereto.

          "BORROWING" shall mean Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of LIBOR Loans, as to
which a single Interest Period is in effect.

          "BORROWING REQUEST" shall mean a request by Borrower in accordance
with the terms of Section 2.03 and substantially in the form of Exhibit C, or
such other form as shall be approved by the Administrative Agent.

          "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or
other day on which banks in New York City are authorized or required by law to
close; provided, however, that when used in connection with a LIBOR Loan, the
term "Business Day" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.

          "CAPEX TERM LOAN PROCEEDS" shall mean any proceeds of the Term Loans
used to finance Capital Expenditures for the purpose of expanding the data
center located in Dallas, Texas and


                                       -4-

<PAGE>

other data center upgrades and designated in writing by the Borrower as "Capex
Term Loan Proceeds" to the Administrative Agent in any fiscal year in the
Compliance Certificate delivered pursuant to Section 5.01(d).

          "CAPITAL ASSETS" shall mean, with respect to any person, all
equipment, fixed assets and Real Property or improvements of such person, or
replacements or substitutions therefor or additions thereto, that, in accordance
with GAAP, have been or should be reflected as additions to property, plant or
equipment on the balance sheet of such person.

          "CAPITAL EXPENDITURES" shall mean, for any period, without
duplication, all expenditures made directly or indirectly by Borrower and its
Subsidiaries during such period for Capital Assets (whether paid in cash or
other consideration, financed by the incurrence of Indebtedness or accrued as a
liability), but excluding (i) expenditures made in connection with the
replacement, substitution or restoration of property pursuant to Section 2.10(f)
and (ii) any portion of such increase attributable solely to acquisitions of
property, plant and equipment in Permitted Acquisitions. For purposes of this
definition, the purchase price of equipment or other fixed assets that are
purchased simultaneously with the trade-in of existing assets or with insurance
proceeds shall be included in Capital Expenditures only to the extent of the
gross amount by which such purchase price exceeds the credit granted by the
seller of such assets for the assets being traded in at such time or the amount
of such insurance proceeds, as the case may be.

          "CAPITAL LEASE OBLIGATIONS" of any person shall mean the obligations
of such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

          "CASH EQUIVALENTS" shall mean, as to any person, (a) securities
issued, or directly, unconditionally and fully guaranteed or insured, by the
United States or any agency or instrumentality thereof (provided that the full
faith and credit of the United States is pledged in support thereof) having
maturities of not more than one year from the date of acquisition by such
person; (b) time deposits and certificates of deposit of any Lender or any
commercial bank having, or which is the principal banking subsidiary of a bank
holding company organized under the laws of the United States, any state thereof
or the District of Columbia having, capital and surplus aggregating in excess of
$500.0 million and a rating of "A" (or such other similar equivalent rating) or
higher by at least one nationally recognized statistical rating organization (as
defined in Rule 436 under the Securities Act) with maturities of not more than
one year from the date of acquisition by such person; (c) repurchase obligations
with a term of not more than 30 days for underlying securities of the types
described in clause (a) above entered into with any bank meeting the
qualifications specified in clause (b) above, which repurchase obligations are
secured by a valid perfected security interest in the underlying securities; (d)
commercial paper issued by any person incorporated in the United States rated at
least A-1 or the equivalent thereof by Standard & Poor's Rating Service or at
least P-1 or the equivalent thereof by Moody's Investors Service Inc., and in
each case maturing not more than one year after the date of acquisition by such
person; (e) investments in money market funds substantially all of whose assets
are comprised of securities of the types described in clauses (a) through (d)
above; and (f) demand deposit accounts maintained in the ordinary course of
business.

          "CASH INTEREST EXPENSE" shall mean, for any period, Consolidated
Interest Expense for such period, less the sum of (a) interest on any debt paid
by the increase in the principal amount of such debt including by issuance of
additional debt of such kind, (b) items described in clause (c) or, other than


                                       -5-

<PAGE>

to the extent paid in cash, clause (g) of the definition of "Consolidated
Interest Expense" and (c) gross interest income of Borrower and its Subsidiaries
for such period.

          "CASUALTY EVENT" shall mean any involuntary loss of title, any
involuntary loss of, damage to or any destruction of, or any condemnation or
other taking (including by any Governmental Authority) of, any property of
Borrower or any of its Subsidiaries. "Casualty Event" shall include but not be
limited to any taking of all or any part of any Real Property of any person or
any part thereof, in or by condemnation or other eminent domain proceedings
pursuant to any Requirement of Law, or by reason of the temporary requisition of
the use or occupancy of all or any part of any Real Property of any person or
any part thereof by any Governmental Authority, civil or military, or any
settlement in lieu thereof.

          "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et
seq. and all implementing regulations.

          "CHANGE IN CONTROL" means, at any time, (i) any Person or "group"
(within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than
Atlantic or an affiliate of Atlantic shall beneficially own and control 50% or
more of the then-outstanding voting interests in the Equity Interests of
Borrower; (ii) Borrower shall cease to, directly or indirectly, beneficially own
and control 100% on a fully diluted basis of the economic and voting interest in
the Equity Interests of any Guarantor; or (iii) the majority of the seats (other
than vacant seats) on the board of directors (or similar governing body) of
Borrower cease to be occupied by Persons who either (a) were members of the
board of directors of Borrower on the Closing Date, or (b) were nominated for
election by the board of directors of Borrower, a majority of whom were
directors on the Closing Date or whose election was previously approved by a
majority of such directors.

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

          "CHARGES" shall have the meaning assigned to such term in Section
10.14.

          "CLASS," when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Term Loans and, when used in reference to any Commitment, refers to whether
such Commitment is a Revolving Commitment or Term Loan Commitment, in each case,
under this Agreement as originally in effect or pursuant to Section 2.18, of
which such Loan, Borrowing or Commitment shall be a part.

          "CLOSING DATE" shall mean the date of the initial Credit Extension
hereunder.

          "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

          "COLLATERAL" shall mean, collectively, all of the Security Agreement
Collateral, Mortgaged Property and all other property of whatever kind and
nature subject or purported to be subject from time to time to a Lien under any
Security Document.

          "COLLATERAL AGENT" shall have the meaning assigned to such term in the
preamble hereto.


                                       -6-

<PAGE>

          "COMMERCIAL LETTER OF CREDIT" shall mean any letter of credit or
similar instrument issued for the purpose of providing credit support in
connection with the purchase of materials, goods or services by Borrower or any
of its Subsidiaries in the ordinary course of their businesses.

          "COMMITMENT" shall mean, with respect to any Lender, such Lender's
Revolving Commitment or Term Loan Commitment, and any Commitment to make Term
Loans or Revolving Loans of a new Class extended by such Lender as provided in
Section 2.18.

          "COMMITMENT FEE" shall have the meaning assigned to such term in
Section 2.05(a).

          "COMPANIES" shall mean Borrower and its Subsidiaries; and "COMPANY"
shall mean any one of them.

          "COMPLIANCE CERTIFICATE" shall mean a certificate of a Financial
Officer substantially in the form of Exhibit D.

          "CONFIDENTIAL INFORMATION MEMORANDUM" shall mean that certain
confidential information memorandum dated as of May, 2007, as amended and
supplemented as of the Closing Date.

          "CONSOLIDATED AMORTIZATION EXPENSE" shall mean, for any period, the
amortization expense of Borrower and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

          "CONSOLIDATED CURRENT ASSETS" shall mean, as at any date of
determination, the total assets of Borrower and its Subsidiaries which may
properly be classified as current assets on a consolidated balance sheet of
Borrower and its Subsidiaries in accordance with GAAP, excluding cash and Cash
Equivalents.

          "CONSOLIDATED CURRENT LIABILITIES" shall mean, as at any date of
determination, the total liabilities of Borrower and its Subsidiaries which may
properly be classified as current liabilities (other than the current portion of
any Loans) on a consolidated balance sheet of Borrower and its Subsidiaries in
accordance with GAAP.

          "CONSOLIDATED DEPRECIATION EXPENSE" shall mean, for any period, the
depreciation expense of Borrower and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

          "CONSOLIDATED EBITDA" shall mean, for any period, Consolidated Net
Income for such period, adjusted by (x) adding thereto, in each case only to the
extent (and in the same proportion) deducted in determining such Consolidated
Net Income and without duplication (and with respect to the portion of
Consolidated Net Income attributable to any Subsidiary of Borrower only if a
corresponding amount would be permitted at the date of determination to be
distributed to Borrower by such Subsidiary without prior approval (that has not
been obtained), pursuant to the terms of its Organizational Documents and all
agreements, instruments and Requirements of Law applicable to such Subsidiary or
its equityholders):

          (a) Consolidated Interest Expense for such period,

          (b) Consolidated Amortization Expense for such period,


                                       -7-

<PAGE>

          (c) Consolidated Depreciation Expense for such period,

          (d) Consolidated Tax Expense for such period,

          (e) costs and expenses directly incurred in connection with the
     Transactions,

          (f) the aggregate amount of all other non-cash charges reducing
     Consolidated Net Income (excluding any non-cash charge that results in an
     accrual of a reserve for cash charges in any future period) for such
     period,

          (g) non-cash stock based compensation expense incurred in connection
     with any options or restricted stock issued by Borrower in any Fiscal Year
     in connection with Borrower's stock incentive plan,

          (h) employee severance expenses,

          (i) non-cash impairment charges taken in respect of leases of real
     property and any related improvements thereto, and

          (j) expenses or charges incurred in connection with any proposed
     acquisition or financing transaction, in each case, which is not
     consummated.

(y) subtracting therefrom the aggregate amount of all non-cash items increasing
Consolidated Net Income (other than the accrual of revenue or recording of
receivables in the ordinary course of business) for such period.

          Other than for purposes of calculating Excess Cash Flow, Consolidated
EBITDA shall be calculated on a Pro Forma Basis to give effect to any Permitted
Acquisition and Asset Sales (other than any dispositions in the ordinary course
of business) consummated at any time on or after the first day of the Test
Period and prior to the date of determination as if each such Permitted
Acquisition had been effected on the first day of such period and as if each
such Asset Sale had been consummated on the day prior to the first day of such
period.

          "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" shall mean, for any Test
Period, the ratio of (a) Consolidated EBITDA for such Test Period to (b)
Consolidated Fixed Charges for such Test Period.

          "CONSOLIDATED FIXED CHARGES" shall mean, for any period, the sum,
without duplication, of

          (a) Consolidated Interest Expense for such period (provided that if
     such period ends on or prior to April 30, 2008, the amount of such interest
     expense shall be determined on an Annualized Basis);

          (b) the aggregate amount of Capital Expenditures for such period
     (other than to the extent financed by Excluded Issuances or to the extent
     made with Capex Term Loan Proceeds or Permitted UK Datasite Buildout
     Indebtedness);

          (c) all cash payments in respect of income taxes made during such
     period (net of any cash refund in respect of income taxes actually received
     during such period);


                                       -8-

<PAGE>

          (d) the principal amount of all scheduled amortization payments on all
     Indebtedness (including the principal component of all Capital Lease
     Obligations, but excluding such amortization payments on Indebtedness
     incurred to finance Capital Expenditures included in clause (b) above in
     such period or any prior period) of Borrower and its Subsidiaries for such
     period (as determined on the first day of the respective period) (provided
     that if such period ends on or prior to April 30, 2008, the amount of such
     Indebtedness scheduled to be paid or prepaid shall be determined on an
     Annualized Basis);

          (e) the product of (i) all dividend payments on any series of
     Disqualified Capital Stock of Borrower or any of its Subsidiaries (other
     than dividend payments to Borrower or any of its Subsidiaries) multiplied
     by (ii) a fraction, the numerator of which is one and the denominator of
     which is one minus the then current combined federal, state and local
     statutory tax rate of Borrower and its Subsidiaries, expressed as a
     decimal; and

          (f) the product of (i) all cash dividend payments on any Preferred
     Stock (other than Disqualified Capital Stock) of Borrower or any of its
     Subsidiaries (other than dividend payments to Borrower or any of its
     Subsidiaries) multiplied by (ii) a fraction, the numerator of which is one
     and the denominator of which is one minus the then current combined
     federal, state and local statutory tax rate of Borrower and its
     Subsidiaries, expressed as a decimal.

          "CONSOLIDATED INDEBTEDNESS" shall mean, as at any date of
determination, the aggregate amount of all Indebtedness and all LC Exposure of
Borrower and its Subsidiaries, determined on a consolidated basis in accordance
with GAAP.

          "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, the total
consolidated interest expense of Borrower and its Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP plus, without
duplication:

          (a) imputed interest on Capital Lease Obligations and Attributable
     Indebtedness of Borrower and its Subsidiaries for such period;

          (b) commissions, discounts and other fees and charges owed by Borrower
     or any of its Subsidiaries with respect to letters of credit securing
     financial obligations, bankers' acceptance financing and receivables
     financings for such period;

          (c) amortization of debt issuance costs, debt discount or premium and
     other financing fees and expenses incurred by Borrower or any of its
     Subsidiaries for such period;

          (d) cash contributions to any employee stock ownership plan or similar
     trust made by Borrower or any of its Subsidiaries to the extent such
     contributions are used by such plan or trust to pay interest or fees to any
     person (other than Borrower or a Wholly Owned Subsidiary) in connection
     with Indebtedness incurred by such plan or trust for such period;

          (e) all interest paid or payable with respect to discontinued
     operations of Borrower or any of its Subsidiaries for such period;

          (f) the interest portion of any deferred payment obligations of
     Borrower or any of its Subsidiaries for such period;


                                       -9-

<PAGE>

          (g) all interest on any Indebtedness of Borrower or any of its
     Subsidiaries of the type described in clause (f) or (k) of the definition
     of "Indebtedness" for such period;

provided that (a) to the extent directly related to the Transactions, debt
issuance costs, debt discount or premium and other financing fees and expenses
shall be excluded from the calculation of Consolidated Interest Expense and (b)
Consolidated Interest Expense shall be calculated after giving effect to Hedging
Agreements (including associated costs), but excluding unrealized gains and
losses with respect to Hedging Agreements.

          Consolidated Interest Expense shall be calculated on a Pro Forma Basis
to give effect to any Indebtedness incurred, assumed or permanently repaid or
extinguished in connection with any Permitted Acquisitions and Asset Sales
(other than any dispositions in the ordinary course of business) as if such
incurrence, assumption, repayment or extinguishing had been effected on the
first day of such period.

          "CONSOLIDATED NET INCOME" shall mean, for any period, the consolidated
net income (or loss) of Borrower and its Subsidiaries determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded from such net income (to the extent otherwise included therein),
without duplication:

          (a) the net income (or loss) of any person (other than a Subsidiary of
     Borrower) in which any person other than Borrower and its Subsidiaries has
     an ownership interest, except to the extent that cash in an amount equal to
     any such income has actually been received by Borrower or (subject to
     clause (b) below) any of its Subsidiaries during such period;

          (b) the net income of any Subsidiary of Borrower during such period to
     the extent that the declaration or payment of dividends or similar
     distributions by such Subsidiary of that income is not permitted by
     operation of the terms of its Organizational Documents or any agreement,
     instrument or Requirement of Law applicable to that Subsidiary during such
     period, except that Borrower's equity in net loss of any such Subsidiary
     for such period shall be included in determining Consolidated Net Income;

          (c) any gain (or loss), together with any related provisions for taxes
     on any such gain (or the tax effect of any such loss), realized during such
     period by Borrower or any of its Subsidiaries upon any Asset Sale (other
     than any dispositions in the ordinary course of business) by Borrower or
     any of its Subsidiaries;

          (e) gains and losses due solely to fluctuations in currency values and
     the related tax effects determined in accordance with GAAP for such period;

          (f) earnings resulting from any reappraisal, revaluation or write-up
     of assets;

          (g) unrealized gains and losses with respect to Hedging Obligations
     for such period; and

          (h) any extraordinary or nonrecurring gain (or extraordinary or
     nonrecurring loss), together with any related provision for taxes on any
     such gain (or the tax effect of any such loss), recorded or recognized by
     Borrower or any of its Subsidiaries during such period.


                                      -10-

<PAGE>

          For purposes of this definition of "Consolidated Net Income,"
"NONRECURRING" means any gain or loss as of any date that is not reasonably
likely to recur within the two years following such date.

          "CONSOLIDATED TAX EXPENSE" shall mean, for any period, the tax expense
of Borrower and its Subsidiaries, for such period, determined on a consolidated
basis in accordance with GAAP.

          "CONTESTED COLLATERAL LIEN CONDITIONS" shall mean, with respect to any
Permitted Lien of the type described in clauses (a), (b), (e) and (f) of Section
6.02, the following conditions:

          (a) Borrower shall cause any proceeding instituted contesting such
     Lien to stay the sale or forfeiture of any portion of the Collateral on
     account of such Lien;

          (b) at the option and at the request of the Administrative Agent, to
     the extent such Lien is in an amount in excess of $250,000, the appropriate
     Loan Party shall maintain cash reserves in an amount sufficient to pay and
     discharge such Lien and the Administrative Agent's reasonable estimate of
     all interest and penalties related thereto; and

          (c) such Lien shall in all respects be subject and subordinate in
     priority to the Lien and security interest created and evidenced by the
     Security Documents, except if and to the extent that the Requirement of Law
     creating, permitting or authorizing such Lien provides that such Lien is or
     must be superior to the Lien and security interest created and evidenced by
     the Security Documents.

          "CONTINGENT OBLIGATION" shall mean, as to any person, any obligation,
agreement, understanding or arrangement of such person guaranteeing or intended
to guarantee any Indebtedness, leases, dividends or other obligations ("PRIMARY
OBLIGATIONS") of any other person (the "PRIMARY OBLIGOR") in any manner, whether
directly or indirectly, including any obligation of such person, whether or not
contingent, (a) to purchase any such primary obligation or any property
constituting direct or indirect security therefor; (b) to advance or supply
funds (i) for the purchase or payment of any such primary obligation or (ii) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor; (c) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation; (d) with respect to bankers' acceptances,
letters of credit and similar credit arrangements, until a reimbursement
obligation arises (which reimbursement obligation shall constitute
Indebtedness); or (e) otherwise to assure or hold harmless the holder of such
primary obligation against loss in respect thereof; provided, however, that the
term "Contingent Obligation" shall not include endorsements of instruments for
deposit or collection in the ordinary course of business or any product
warranties. The amount of any Contingent Obligation shall be deemed to be an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Contingent Obligation is made (or, if less, the maximum
amount of such primary obligation for which such person may be liable, whether
singly or jointly, pursuant to the terms of the instrument evidencing such
Contingent Obligation) or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such person is required to
perform thereunder) as determined by such person in good faith.

          "CONTROL" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting securities, by contract or
otherwise, and the terms "CONTROLLING" and "CONTROLLED" shall have meanings
correlative thereto.


                                      -11-

<PAGE>

          "CONTROL AGREEMENT" shall have the meaning assigned to such term in
the Security Agreement.

          "CREDIT EXTENSION" shall mean, as the context may require, (i) the
making of a Loan by a Lender or (ii) the issuance of any Letter of Credit, or
the amendment, extension or renewal of any existing Letter of Credit, by the
Issuing Bank.

          "DEBT ISSUANCE" shall mean the incurrence by Borrower or any of its
Subsidiaries of any Indebtedness after the Closing Date (other than as permitted
by Section 6.01).

          "DEBT SERVICE" shall mean, for any period, Cash Interest Expense for
such period plus scheduled principal amortization of all Indebtedness for such
period.

          "DEFAULT" shall mean any event, occurrence or condition which is, or
upon notice, lapse of time or both would constitute, an Event of Default.

          "DEFAULT RATE" shall have the meaning assigned to such term in Section
2.06(c).

          "DISQUALIFIED CAPITAL STOCK" shall mean any Equity Interest which, by
its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable), or upon the happening of any event, (a) matures
(excluding any maturity as the result of an optional redemption by the issuer
thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole or in
part, on or prior to the first anniversary of the Final Maturity Date, (b) is
convertible into or exchangeable (unless at the sole option of the issuer
thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a)
above, in each case at any time on or prior to the first anniversary of the
Final Maturity Date, or (c) contains any repurchase obligation which may come
into effect prior to payment in full of all Obligations; provided, however, that
any Equity Interests that would not constitute Disqualified Capital Stock but
for provisions thereof giving holders thereof (or the holders of any security
into or for which such Equity Interests is convertible, exchangeable or
exercisable) the right to require the issuer thereof to redeem such Equity
Interests upon the occurrence of a change in control or an asset sale occurring
prior to the first anniversary of the Final Maturity Date shall not constitute
Disqualified Capital Stock if such Equity Interests provide that the issuer
thereof will not redeem any such Equity Interests pursuant to such provisions
prior to the repayment in full of the Obligations.

          "DIVIDEND" with respect to any person shall mean that such person has
declared or paid a dividend or returned any equity capital to the holders of its
Equity Interests or authorized or made any other distribution, payment or
delivery of property (other than Qualified Capital Stock of such person) or cash
to the holders of its Equity Interests as such, or redeemed, retired, purchased
or otherwise acquired, directly or indirectly, for consideration any of its
Equity Interests outstanding (or any options or warrants issued by such person
with respect to its Equity Interests), or set aside any funds for any of the
foregoing purposes, or shall have permitted any of its Subsidiaries to purchase
or otherwise acquire for consideration any of the Equity Interests of such
person outstanding (or any options or warrants issued by such person with
respect to its Equity Interests). Without limiting the foregoing, "Dividends"
with respect to any person shall also include all payments made or required to
be made by such person with respect to any stock appreciation rights, plans,
equity incentive or achievement plans or any similar plans or setting aside of
any funds for the foregoing purposes.


                                      -12-

<PAGE>

          "DOCUMENTATION AGENT" shall have the meaning assigned to such term in
the preamble hereto.

          "DOLLARS", "DOLLARS" or "$" shall mean lawful money of the United
States.

          "DOMESTIC SUBSIDIARY" shall mean any Subsidiary that is organized or
existing under the laws of the United States, any state thereof or the District
of Columbia.

          "ELIGIBLE ASSIGNEE" shall mean (a) if the assignment does not include
assignment of a Revolving Commitment, (i) any Lender, (ii) an Affiliate of any
Lender, (iii) an Approved Fund and (iv) any other person approved by the
Administrative Agent (such approval not to be unreasonably withheld or delayed)
and (b) if the assignment includes assignment of a Revolving Commitment, (i) any
Revolving Lender and (ii) any other person approved by the Administrative Agent,
the Issuing Bank and Borrower (each such approval not to be unreasonably
withheld or delayed); provided that (x) no approval of Borrower shall be
required during the continuance of a Default or prior to the completion of the
primary syndication of the Commitments and Loans (as determined by the Sole Lead
Arranger) and (y) "Eligible Assignee" shall not include Borrower or any of its
Affiliates or Subsidiaries or any natural person.

          "EMBARGOED PERSON" shall have the meaning assigned to such term in
Section 6.21.

          "ENGAGEMENT LETTER" shall mean the confidential Engagement Letter,
dated April 23, 2007, between Borrower and Sole Lead Arranger.

          "ENVIRONMENT" shall mean ambient air, indoor air, surface water and
groundwater (including potable water, navigable water and wetlands), the land
surface or subsurface strata, natural resources, the workplace or as otherwise
defined in any Environmental Law.

          "ENVIRONMENTAL CLAIM" shall mean any claim, notice, demand, order,
action, suit, proceeding or other communication alleging liability for or
obligation with respect to any investigation, remediation, removal, cleanup,
response, corrective action, damages to natural resources, personal injury,
property damage, fines, penalties or other costs resulting from, related to or
arising out of (i) the presence, Release or threatened Release in or into the
Environment of Hazardous Material at any location or (ii) any violation or
alleged violation of any Environmental Law, and shall include any claim seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from, related to or arising out of the presence,
Release or threatened Release of Hazardous Material or alleged injury or threat
of injury to health, safety or the Environment.

          "ENVIRONMENTAL LAW" shall mean any and all present and future
treaties, laws, statutes, ordinances, regulations, rules, decrees, orders,
judgments, consent orders, consent decrees, code or other binding requirements,
and the common law, relating to protection of public health or the Environment,
the Release or threatened Release of Hazardous Material, natural resources or
natural resource damages, or occupational safety or health, and any and all
Environmental Permits.

          "ENVIRONMENTAL PERMIT" shall mean any permit, license, approval,
registration, notification, exemption, consent or other authorization required
by or from a Governmental Authority under Environmental Law.

          "EQUIPMENT" shall have the meaning assigned to such term in the
Security Agreement.


                                      -13-

<PAGE>

          "EQUITY INTEREST" shall mean, with respect to any person, any and all
shares, interests, participations or other equivalents, including membership
interests (however designated, whether voting or nonvoting), of equity of such
person, including, if such person is a partnership, partnership interests
(whether general or limited) and any other interest or participation that
confers on a person the right to receive a share of the profits and losses of,
or distributions of property of, such partnership, whether outstanding on the
date hereof or issued after the Closing Date, but excluding debt securities
convertible or exchangeable into such equity.

          "EQUITY ISSUANCE" shall mean, without duplication, (i) any issuance or
sale by Borrower after the Closing Date of any Equity Interests in Borrower
(including any Equity Interests issued upon exercise of any warrant or option)
or any warrants or options to purchase Equity Interests or (ii) any contribution
to the capital of Borrower; provided, however, that an Equity Issuance shall not
include (x) any Debt Issuance, (y) any such sale or issuance by Borrower of its
Equity Interests (including its Equity Interests issued upon exercise of any
warrant or option or warrants or options to purchase its Equity Interests but
excluding Disqualified Capital Stock), in each case, to directors, officers or
employees of any Company pursuant to one or more stock option plans or
agreements approved by the Board of Directors of the Company and (z) any
Excluded Issuance.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time.

          "ERISA AFFILIATE" shall mean, with respect to any person, any trade or
business (whether or not incorporated) that, together with such person, is
treated as a single employer under Section 414 of the Code.

          "ERISA EVENT" shall mean (a) any "reportable event," as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to a
Plan (other than an event for which the 30-day notice period is waived by
regulation); (b) the existence with respect to any Plan of an "accumulated
funding deficiency" (as defined in Section 412 of the Code or Section 302 of
ERISA), whether or not waived; (c) the failure to make by its due date a
required installment under Section 412(m) of the Code with respect to any Plan
or the failure to make any required contribution to a Multiemployer Plan; (d)
the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of
an application for a waiver of the minimum funding standard with respect to any
Plan; (e) the incurrence by any Company or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(f) the receipt by any Company or any of its ERISA Affiliates from the PBGC or a
plan administrator of any notice relating to the intention to terminate any Plan
or Plans or to appoint a trustee to administer any Plan, or the occurrence of
any event or condition which could reasonably be expected to constitute grounds
under ERISA for the termination of, or the appointment of a trustee to
administer, any Plan; (g) the incurrence by any Company or any of its ERISA
Affiliates of any liability with respect to the withdrawal from any Plan or
Multiemployer Plan; (h) the receipt by any Company or its ERISA Affiliates of
any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA; (i) the "substantial
cessation of operations" within the meaning of Section 4062(e) of ERISA with
respect to a Plan; (j) the making of any amendment to any Plan which could
result in the imposition of a lien or the posting of a bond or other security;
and (k) the occurrence of a nonexempt prohibited transaction (within the meaning
of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be
expected to result in liability to any Company.

          "EVENT OF DEFAULT" shall have the meaning assigned to such term in
Section 8.01.


                                      -14-

<PAGE>

          "EXCESS AMOUNT" shall have the meaning assigned to such term in
Section 2.10(h).

          "EXCESS CASH FLOW" shall mean, for any Excess Cash Flow Period,
Consolidated EBITDA for such Excess Cash Flow Period, minus, without
duplication:

          (a) Debt Service for such Excess Cash Flow Period;

          (b) any prepayments of Term Loans, and any prepayments of Revolving
     Loans to the extent accompanied by corresponding permanent reductions in
     the Revolving Commitments, during such Excess Cash Flow Period, in each
     case other than (i) any voluntary prepayments and (ii) amounts already
     reflected in Debt Service;

          (c) Capital Expenditures during such Excess Cash Flow Period
     (excluding Capital Expenditures made in such Excess Cash Flow Period where
     a certificate in the form contemplated by the following clause (d) was
     previously delivered) that are paid in cash;

          (d) Capital Expenditures that Borrower or any of its Subsidiaries
     shall, during such Excess Cash Flow Period, become obligated to make but
     that are not made during such Excess Cash Flow Period; provided that
     Borrower shall deliver a certificate to the Administrative Agent not later
     than 90 days after the end of such Excess Cash Flow Period, signed by a
     Responsible Officer of Borrower and certifying that such Capital
     Expenditures will be made in the following Excess Cash Flow Period;

          (e) the aggregate amount of expenditures made in cash during such
     period pursuant to Sections 6.04(e) and (i) (other than investments made
     with Excluded Issuances);

          (f) taxes of Borrower and its Subsidiaries that were paid in cash
     during such Excess Cash Flow Period or will be paid within six months after
     the end of such Excess Cash Flow Period and for which reserves have been
     established;

          (g) the absolute value of the difference, if negative, of the amount
     of Net Working Capital at the end of the prior Excess Cash Flow Period (or
     the beginning of the Excess Cash Flow Period in the case of the first
     Excess Cash Flow Period) over the amount of Net Working Capital at the end
     of such Excess Cash Flow Period;

          (h) losses excluded from the calculation of Consolidated Net Income by
     operation of clause (c) or (h) of the definition thereof that are paid in
     cash during such Excess Cash Flow Period; and

          (i) to the extent added to determine Consolidated EBITDA, all items
     that did not result from a cash payment to Borrower or any of its
     Subsidiaries on a consolidated basis during such Excess Cash Flow Period;

provided that any amount deducted pursuant of any of the foregoing clauses that
will be paid after the close of such Excess Cash Flow Period shall not be
deducted again in a subsequent Excess Cash Flow Period; plus, without
duplication:

          (i) the difference, if positive, of the amount of Net Working Capital
     at the end of the prior Excess Cash Flow Period (or the beginning of the
     Excess Cash Flow Period in the case of


                                      -15-

<PAGE>

     the first Excess Cash Flow Period) over the amount of Net Working Capital
     at the end of such Excess Cash Flow Period;

          (ii) all (x) proceeds received during such Excess Cash Flow Period of
     any Indebtedness to the extent used to finance any Capital Expenditure or
     (y) Capital Expenditures during such Excess Cash Flow Period to the extent
     made with Capex Term Loan Proceeds;

          (iii) to the extent any permitted Capital Expenditures referred to in
     clause (d) above do not occur in the Excess Cash Flow Period specified in
     the certificate of Borrower provided pursuant to clause (d) above, such
     amounts of Capital Expenditures that were not so made in the Excess Cash
     Flow Period specified in such certificates;

          (iv) any return on investments received in cash (other than from a
     Subsidiary) during such period, which investments were made pursuant to
     Section 6.04(e) or (i) (other than investments made from Excluded
     Issuances);

          (v) income or gain excluded from the calculation of Consolidated Net
     Income by operation of clause (c) or (h) of the definition thereof that is
     realized in cash during such Excess Cash Flow Period (except to the extent
     such gain is subject to Section 2.10(c), (d), (e) or (f));

          (vi) if deducted in the computation of Consolidated EBITDA, interest
     income; and

          (vii) to the extent subtracted in determining Consolidated EBITDA, all
     items that did not result from a cash payment by Borrower or any of its
     Subsidiaries on a consolidated basis during such Excess Cash Flow Period.

          "EXCESS CASH FLOW PERIOD" shall mean (i) the period taken as one
accounting period from August 1, 2007 and ending on July 31, 2008 and (ii) each
fiscal year of Borrower thereafter.

          "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

          "EXCLUDED ISSUANCE" shall mean an issuance and sale of Qualified
Capital Stock of Borrower, to the extent such Qualified Capital Stock is used,
or the Net Cash Proceeds thereof shall be, within 45 days of the consummation of
such issuance and sale, used, without duplication, to finance Capital
Expenditures or one or more Permitted Acquisitions.

          "EXCLUDED TAXES" shall mean, with respect to the Administrative Agent,
any Lender, the Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), franchise taxes
imposed on it (in lieu of net income taxes) and branch profits taxes imposed on
it, by a jurisdiction (or any political subdivision thereof) as a result of the
recipient being organized or having its principal office or, in the case of any
Lender, its applicable lending office in such jurisdiction and (b) in the case
of a Foreign Lender, any U.S. federal withholding tax that (i) is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender becomes a
party hereto (or designates a new lending office), except (x) to the extent that
such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from Borrower with respect to such withholding tax pursuant to Section
2.15(a) or (y) if such Foreign Lender is an assignee pursuant to a request by
Borrower under Section 2.16; provided that this subclause (b)(i) shall not apply
to any Tax imposed on a Lender in connection with an interest or participation
in any Loan or other obligation


                                      -16-

<PAGE>

that such Lender was required to acquire pursuant to Section 2.14(d), or (ii)
is attributable to such Foreign Lender's failure to comply with Section 2.15(e).

          "EXECUTIVE ORDER" shall have the meaning assigned to such term in
Section 3.21.

          "EXISTING CREDIT AGREEMENTS" shall mean (a) Term Loan and Revolving
Credit Facility dated April 11, 2006 by and between Borrower and Silver Point
Finance LLC, including any fees owed under the Proposal Letter dated as of May
8, 2007, by and between Silver Point Finance, LLC and Borrower; (b) Amended and
Restated Loan Agreement, dated as of April 11, 2006, by and between Atlantic
Investors, LLC and Borrower; and (c) Loan Agreement, dated as of April 11, 2006
by and between Atlantic Investors, LLC and Borrower.

          "EXISTING LIEN" shall have the meaning assigned to such term in
Section 6.02(c).

          "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, the weighted
average of the rates on overnight federal funds transactions with members of the
Federal Reserve System of the United States arranged by federal funds brokers,
as published on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day that is a Business
Day, the average of the quotations for the day for such transactions received by
the Administrative Agent from three federal funds brokers of recognized standing
selected by it.

          "FEES" shall mean the Commitment Fees, the Administrative Agent Fees,
the LC Participation Fees and the Fronting Fees.

          "FINAL MATURITY DATE" shall mean the latest of the Revolving Maturity
Date, the Term Loan Maturity Date and any Incremental Term Loan Maturity Date
applicable to existing Incremental Term Loans, as of any date of determination.

          "FINANCIAL OFFICER" of any person shall mean the chief financial
officer, principal accounting officer, treasurer or controller of such person.

          "FIRREA" shall mean the Federal Institutions Reform, Recovery and
Enforcement Act of 1989, as amended.

          "FOREIGN LENDER" shall mean any Lender that is not, for United States
federal income tax purposes, (i) an individual who is a citizen or resident of
the United States, (ii) a corporation, partnership or other entity treated as a
corporation or partnership created or organized in or under the laws of the
United States, or any political subdivision thereof, (iii) an estate whose
income is subject to U.S. federal income taxation regardless of its source or
(iv) a trust if a court within the United States is able to exercise primary
supervision over the administration of such trust and one or more United States
persons have the authority to control all substantial decisions of such trust.

          "FOREIGN PLAN" shall mean any employee benefit plan, program, policy,
arrangement or agreement maintained or contributed to by any Company with
respect to employees employed outside the United States.

          "FOREIGN SUBSIDIARY" shall mean a Subsidiary that is organized under
the laws of a jurisdiction other than the United States or any state thereof or
the District of Columbia.

          "FRONTING FEE" shall have the meaning assigned to such term in Section
2.05(c).


                                      -17-

<PAGE>

          "FUND" shall mean any 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.

          "GAAP" shall mean generally accepted accounting principles in the
United States applied on a consistent basis.

          "GOVERNMENTAL AUTHORITY" shall mean the government of the United
States of America or any other nation, or of any political subdivision thereof,
whether state, provincial or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).

          "GOVERNMENTAL REAL PROPERTY DISCLOSURE REQUIREMENTS" shall mean any
Requirement of Law of any Governmental Authority requiring notification of the
buyer, lessee, mortgagee, assignee or other transferee of any Real Property,
facility, establishment or business, or notification, registration or filing to
or with any Governmental Authority, in connection with the sale, lease,
mortgage, assignment or other transfer (including any transfer of control) of
any Real Property, facility, establishment or business, of the actual or
threatened presence or Release in or into the Environment, or the use, disposal
or handling of Hazardous Material on, at, under or near the Real Property,
facility, establishment or business to be sold, leased, mortgaged, assigned or
transferred.

          "GUARANTEED OBLIGATIONS" shall have the meaning assigned to such term
in Section 7.01.

          "GUARANTEES" shall mean the guarantees issued pursuant to Article VII
by the Subsidiary Guarantors.

          "GUARANTORS" shall mean the Subsidiary Guarantors.

          "HAZARDOUS MATERIALS" shall mean the following: hazardous substances;
hazardous wastes; polychlorinated biphenyls ("PCBS") or any substance or
compound containing PCBs; asbestos or any asbestos-containing materials in any
form or condition; radon or any other radioactive materials including any
source, special nuclear or by-product material; petroleum, crude oil or any
fraction thereof; and any other pollutant or contaminant or chemicals, wastes,
materials, compounds, constituents or substances, subject to regulation or which
can give rise to liability under any Environmental Laws.

          "HEDGING AGREEMENT" shall mean any swap, cap, collar, forward purchase
or similar agreements or arrangements dealing with interest rates, currency
exchange rates or commodity prices, either generally or under specific
contingencies.

          "HEDGING OBLIGATIONS" shall mean obligations under or with respect to
Hedging Agreements.

          "INCREMENTAL TERM LOAN" shall have the meaning assigned to such term
in Section 2.18(a).

          "INCREMENTAL TERM LOAN COMMITMENT" shall have the meaning assigned to
such term in Section 2.18(a).


                                      -18-

<PAGE>

          "INCREMENTAL TERM LOAN MATURITY DATE" shall have the meaning assigned
to such term in Section 2.18(a).

          "INCREASE JOINDER" shall have the meaning assigned to such term in
Section 2.18(c).

          "INDEBTEDNESS" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money or advances; (b) all obligations
of such person evidenced by bonds, debentures, notes or similar instruments; (c)
all obligations of such person upon which interest charges are customarily paid
or accrued; (d) all obligations of such person under conditional sale or other
title retention agreements relating to property purchased by such person; (e)
all obligations of such person issued or assumed as the deferred purchase price
of property or services (excluding trade accounts payable and accrued
obligations (x) incurred in the ordinary course of business on normal trade
terms and not overdue by more than 120 days or (y) that are listed on Schedule
1.01(c)); (f) all Indebtedness of others secured by any Lien on property owned
or acquired by such person, whether or not the obligations secured thereby have
been assumed, but limited to the fair market value of such property; (g) all
Capital Lease Obligations, Purchase Money Obligations and synthetic lease
obligations of such person; (h) all Hedging Obligations to the extent required
to be reflected on a balance sheet of such person; (i) all Attributable
Indebtedness of such person; (j) all obligations of such person for the
reimbursement of any obligor in respect of letters of credit, letters of
guaranty, bankers' acceptances and similar credit transactions; and (k) all
Contingent Obligations of such person in respect of Indebtedness or obligations
of others of the kinds referred to in clauses (a) through (j) above. The
Indebtedness of any person shall include the Indebtedness of any other entity
(including any partnership in which such person is a general partner) to the
extent such person is liable therefor as a result of such person's ownership
interest in or other relationship with such entity, except (other than in the
case of general partner liability) to the extent that terms of such Indebtedness
expressly provide that such person is not liable therefor.

          "INDEMNIFIED TAXES" shall mean all Taxes other than Excluded Taxes.

          "INDEMNITEE" shall have the meaning assigned to such term in Section
10.03(b).

          "INFORMATION" shall have the meaning assigned to such term in Section
10.12.

          "INSURANCE POLICIES" shall mean the insurance policies and coverages
required to be maintained by each Loan Party which is an owner of Mortgaged
Property with respect to the applicable Mortgaged Property pursuant to Section
5.04 and all renewals and extensions thereof.

          "INSURANCE REQUIREMENTS" shall mean, collectively, all provisions of
the Insurance Policies, all requirements of the issuer of any of the Insurance
Policies and all orders, rules, regulations and any other requirements of the
National Board of Fire Underwriters (or any other body exercising similar
functions) binding upon each Loan Party which is an owner of Mortgaged Property
and applicable to the Mortgaged Property or any use or condition thereof.

          "INTELLECTUAL PROPERTY" shall have the meaning assigned to such term
in Section 3.06(a).

          "INTERCOMPANY NOTE" shall mean a promissory note substantially in the
form of Exhibit O.

          "INTEREST ELECTION REQUEST" shall mean a request by Borrower to
convert or continue a Revolving Borrowing or Term Borrowing in accordance with
Section 2.08(b), substantially in the form of Exhibit E.


                                      -19-

<PAGE>

          "INTEREST PAYMENT DATE" shall mean (a) with respect to any ABR Loan,
the first Business Day of August, November, February and May to occur during any
period in which such Loan is outstanding, (b) with respect to any LIBOR Loan,
the last day of the Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a LIBOR Loan with an Interest Period of more
than three months' duration, each day prior to the last day of such Interest
Period that occurs at intervals of three months' duration after the first day of
such Interest Period, (c) with respect to any Revolving Loan, the Revolving
Maturity Date or such earlier date on which the Revolving Commitments are
terminated and (d) with respect to any Term Loan, the Term Loan Maturity Date or
an Incremental Term Loan Maturity Date, as the case may be.

          "INTEREST PERIOD" shall mean, with respect to any LIBOR Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
(or nine or twelve months if agreed to by all affected Lenders) thereafter, as
Borrower may elect; provided that (a) if any Interest Period would end on a day
other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day, and (b) any Interest Period that commences on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made and thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.

          "INVESTMENTS" shall have the meaning assigned to such term in Section
6.04.

          "ISSUING BANK" shall mean, as the context may require, (a) Canadian
Imperial Bank of Commerce, acting through its New York agency, in its capacity
as issuer of Letters of Credit issued by it; (b) any other Lender that may
become an Issuing Bank pursuant to Sections 2.17(j) and (k) in its capacity as
issuer of Letters of Credit issued by such Lender; or (c) collectively, all of
the foregoing.

          "JOINDER AGREEMENT" shall mean a joinder agreement substantially in
the form of Exhibit F.

          "LANDLORD ACCESS AGREEMENT" shall mean a Landlord Access Agreement,
substantially in the form of Exhibit G, or such other form as may reasonably be
acceptable to the Administrative Agent.

          "LC COMMITMENT" shall mean the commitment of the Issuing Bank to issue
Letters of Credit pursuant to Section 2.17. The amount of the LC Commitment
shall initially be $2.5 million, but in no event exceed the Revolving
Commitment.

          "LC DISBURSEMENT" shall mean a payment or disbursement made by the
Issuing Bank pursuant to a drawing under a Letter of Credit.

          "LC EXPOSURE" shall mean at any time the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate principal amount of all Reimbursement Obligations outstanding at such
time. The LC Exposure of any Revolving Lender at any time shall mean its Pro
Rata Percentage of the aggregate LC Exposure at such time.


                                      -20-

<PAGE>

          "LC PARTICIPATION FEE" shall have the meaning assigned to such term in
Section 2.05(c).

          "LC REQUEST" shall mean a request by Borrower in accordance with the
terms of Section 2.17(b) and substantially in the form of Exhibit H, or such
other form as shall be approved by the Administrative Agent.

          "LEASES" shall mean any and all leases, subleases, tenancies, options,
concession agreements, rental agreements, occupancy agreements, franchise
agreements, access agreements and any other agreements (including all
amendments, extensions, replacements, renewals, modifications and/or guarantees
thereof), whether or not of record and whether now in existence or hereafter
entered into, affecting the use or occupancy of all or any portion of any Real
Property.

          "LENDER ADDENDUM" shall mean with respect to any Lender on the Closing
Date, a lender addendum in the form of Exhibit I, to be executed and delivered
by such Lender on the Closing Date as provided in Section 10.15.

          "LENDERS" shall mean (a) the financial institutions that have become a
party hereto pursuant to a Lender Addendum and (b) any financial institution
that has become a party hereto pursuant to an Assignment and Assumption, other
than, in each case, any such financial institution that has ceased to be a party
hereto pursuant to an Assignment and Assumption.

          "LETTER OF CREDIT" shall mean any (i) Standby Letter of Credit and
(ii) Commercial Letter of Credit, in each case, issued or to be issued by an
Issuing Bank for the account of Borrower pursuant to Section 2.17.

          "LETTER OF CREDIT EXPIRATION DATE" shall mean the date which is
fifteen days prior to the Revolving Maturity Date.

          "LIBOR BASE RATE" shall mean with respect to each day during each
Interest Period pertaining to a LIBOR Loan, the rate per annum determined on the
basis of the rate for deposits in Dollars for a period equal to such Interest
Period appearing on Reuters Screen LIBOR01 Page as of 11:00 A.M., London time,
two (2) Business Days prior to the beginning of such Interest Period (as
specified in the applicable Borrowing Request); provided that in the event that
such rate does not appear on Reuters Screen LIBOR01 Page (or otherwise on such
screen), the "LIBOR Base Rate" shall be determined by reference to such other
comparable publicly available service for displaying LIBOR rates as may be
selected by the Administrative Agent or, in the absence of such availability, by
reference to the rate at which the Administrative Agent is offered Dollar
deposits of comparable amounts at or about 10:00 A.M., New York City time, as
applicable, two (2) Business Days prior to the beginning of such Interest Period
in the London interbank market where its LIBOR and foreign currency and exchange
operations are then being conducted for delivery on the first day of such
Interest Period for the number of days comprised therein.

          "LIBOR BORROWING" shall mean a Borrowing comprised of LIBOR Loans.

          "LIBOR LOAN" shall mean any LIBOR Revolving Loan or LIBOR Term Loan.

          "LIBOR RATE" shall mean with respect to each day during each Interest
Period pertaining to a LIBOR Loan, a rate per annum determined for such day in
accordance with the following formula (rounded upward to the nearest 1/100th of
1%):


                                      -21-
<PAGE>

                                 LIBOR Base Rate
                        ---------------------------------
                        1.00 - LIBOR Reserve Requirements

          "LIBOR RESERVE REQUIREMENTS" shall mean for any day as applied to a
LIBOR Loan, the aggregate (without duplication) of the maximum rates (expressed
as a decimal fraction) of reserve requirements in effect on such day (including
basic, supplemental, marginal and emergency reserves) under any regulations of
the Board or other Governmental Authority having jurisdiction with respect
thereto dealing with reserve requirements prescribed for eurocurrency funding
(currently referred to as "Eurocurrency liabilities" in Regulation D of the
Board) maintained by a member bank of the Federal Reserve System.

          "LIBOR REVOLVING BORROWING" shall mean a Borrowing comprised of LIBOR
Revolving Loans.

          "LIBOR REVOLVING LOAN" shall mean any Revolving Loan bearing interest
at a rate determined by reference to the LIBOR Rate in accordance with the
provisions of Article II.

          "LIBOR TERM BORROWING" shall mean a Borrowing comprised of LIBOR Term
Loans.

          "LIBOR TERM LOAN" shall mean any Term Loan bearing interest at a rate
determined by reference to the LIBOR Rate in accordance with the provisions of
Article II.

          "LIEN" shall mean, with respect to any property, (a) any mortgage,
deed of trust, lien, pledge, encumbrance, claim, charge, assignment,
hypothecation, security interest or encumbrance of any kind or any arrangement
to provide priority or preference or any filing of any financing statement under
the UCC or any other similar notice of lien under any similar notice or
recording statute of any Governmental Authority, including any easement,
right-of-way or other encumbrance on title to Real Property, in each of the
foregoing cases whether voluntary or imposed by law, and any agreement to give
any of the foregoing; (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such property; and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

          "LOAN DOCUMENTS" shall mean this Agreement, the Letters of Credit, the
Notes (if any), and the Security Documents.

          "LOAN PARTIES" shall mean Borrower and the Subsidiary Guarantors.

          "LOANS" shall mean, as the context may require, a Revolving Loan or a
Term Loan (and shall include any Loans contemplated by Section 2.18).

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

          "MATERIAL ADVERSE EFFECT" shall mean (a) a material adverse effect on
the business, property, results of operations, prospects or condition, financial
or otherwise, or material agreements of Borrower and its Subsidiaries, taken as
a whole; (b) material impairment of the ability of the Loan Parties to fully and
timely perform any of their obligations under any Loan Document; (c) material
impairment of the material rights of or benefits or remedies available to the
Lenders or the Collateral Agent under any Loan Document; or (d) a material
adverse effect on the Collateral or the Liens on the Collateral in favor


                                      -22-

<PAGE>

of the Collateral Agent (for its benefit and for the benefit of the other
Secured Parties) or the priority of such Liens.

          "MATERIAL AGREEMENT" shall mean, collectively, (i) any contract or
other arrangement to which Borrower or any of its Subsidiaries is a party (other
than the Credit Documents) for which breach, non-performance, cancellation or
failure to renew could reasonably be expected to have a Material Adverse Effect
and (ii) any agreement or instrument evidencing or governing Indebtedness or the
obligation to make payments in excess of $1,000,000.

          "MAXIMUM RATE" shall have the meaning assigned to such term in Section
10.14.

          "MORTGAGE" shall mean an agreement, including, but not limited to, a
mortgage, deed of trust or any other document, creating and evidencing a Lien on
a Mortgaged Property, which shall be in a form reasonably satisfactory to the
Collateral Agent.

          "MORTGAGED PROPERTY" shall mean each Real Property, if any, which
shall be subject to a Mortgage delivered after the Closing Date pursuant to
Section 5.11(c).

          "MULTIEMPLOYER PLAN" shall mean a multiemployer plan within the
meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Company
or any ERISA Affiliate is then making or accruing an obligation to make
contributions; (b) to which any Company or any ERISA Affiliate has within the
preceding five plan years made contributions; or (c) with respect to which any
Company could incur liability.

          "NET CASH PROCEEDS" shall mean:

          (a) with respect to any Asset Sale (other than any issuance or sale of
     Equity Interests), the cash proceeds received by Borrower or any of its
     Subsidiaries (including cash proceeds subsequently received (as and when
     received by Borrower or any of its Subsidiaries) in respect of non-cash
     consideration initially received) net of (i) selling expenses (including
     reasonable brokers' fees or commissions, legal, accounting and other
     professional and transactional fees, transfer and similar taxes and
     Borrower's good faith estimate of income taxes paid or payable in
     connection with such sale); (ii) amounts provided as a reserve, in
     accordance with GAAP, against (x) any liabilities under any indemnification
     obligations associated with such Asset Sale or (y) any other liabilities
     retained by Borrower or any of its Subsidiaries associated with the
     properties sold in such Asset Sale, including Taxes (provided that, to the
     extent and at the time any such amounts are released from such reserve,
     such amounts shall constitute Net Cash Proceeds); (iii) Borrower's good
     faith estimate of payments required to be made with respect to unassumed
     liabilities relating to the properties sold within 90 days of such Asset
     Sale (provided that, to the extent such cash proceeds are not used to make
     payments in respect of such unassumed liabilities within 90 days of such
     Asset Sale, such cash proceeds shall constitute Net Cash Proceeds); and
     (iv) the principal amount, premium or penalty, if any, interest and other
     amounts on any Indebtedness for borrowed money which is secured by a Lien
     on the properties sold in such Asset Sale (so long as such Lien was
     permitted to encumber such properties under the Loan Documents at the time
     of such sale) and which is repaid with such proceeds (other than any such
     Indebtedness assumed by the purchaser of such properties);


                                      -23-

<PAGE>

          (b) with respect to any Debt Issuance, any Equity Issuance or any
     other issuance or sale of Equity Interests by Borrower or any of its
     Subsidiaries, the cash proceeds thereof, net of customary fees,
     commissions, costs and other expenses incurred in connection therewith; and

          (c) with respect to any Casualty Event, the cash insurance proceeds,
     condemnation awards and other compensation received in respect thereof, net
     of all reasonable Taxes, costs and expenses incurred in connection with the
     collection of such proceeds, awards or other compensation in respect of
     such Casualty Event.

          "NET WORKING CAPITAL" shall mean, at any time, Consolidated Current
Assets at such time minus Consolidated Current Liabilities at such time.

          "NON-GUARANTOR SUBSIDIARY" shall mean each Subsidiary that is not a
Subsidiary Guarantor.

          "NOTES" shall mean any notes evidencing the Term Loans or Revolving
Loans issued pursuant to this Agreement, if any, substantially in the form of
Exhibit J-1 or J-2.

          "OBLIGATIONS" shall mean (a) obligations of Borrower and the other
Loan Parties from time to time arising under or in respect of the due and
punctual payment of (i) the principal of and premium, if any, and interest
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (ii) each payment required to be made by Borrower and the other Loan
Parties under this Agreement in respect of any Letter of Credit, when and as
due, including payments in respect of Reimbursement Obligations, interest
thereon and obligations to provide cash collateral and (iii) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of Borrower and the other Loan Parties under this
Agreement and the other Loan Documents, and (b) the due and punctual performance
of all covenants, agreements, obligations and liabilities of Borrower and the
other Loan Parties under or pursuant to this Agreement and the other Loan
Documents.

          "OFAC" shall have the meaning assigned to such term in Section 3.21.

          "OFFICERS' CERTIFICATE" shall mean a certificate executed by the chief
executive officer or the president and one of the Financial Officers, each in
his or her official (and not individual) capacity.

          "ORGANIZATIONAL DOCUMENTS" shall mean, with respect to any person, (i)
in the case of any corporation, the certificate of incorporation and by-laws (or
similar documents) of such person, (ii) in the case of any limited liability
company, the certificate of formation and operating agreement (or similar
documents) of such person, (iii) in the case of any limited partnership, the
certificate of formation and limited partnership agreement (or similar
documents) of such person, (iv) in the case of any general partnership, the
partnership agreement (or similar document) of such person and (v) in any other
case, the functional equivalent of the foregoing.

          "OTHER TAXES" shall mean all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or under any


                                      -24-

<PAGE>

other Loan Document or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement or any other Loan Document.

          "PARTICIPANT" shall have the meaning assigned to such term in Section
10.04(d).

          "PATRIOT ACT" shall have the meaning assigned to such term in Section
4.01(p).

          "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to
and defined in ERISA.

          "PERFECTION CERTIFICATE" shall mean a certificate in the form of
Exhibit K-1 or any other form approved by the Collateral Agent, as the same
shall be supplemented from time to time by a Perfection Certificate Supplement
or otherwise.

          "PERFECTION CERTIFICATE SUPPLEMENT" shall mean a certificate
supplement in the form of Exhibit K-2 or any other form approved by the
Collateral Agent.

          "PERMITTED ACQUISITION" shall mean any transaction for the (a)
acquisition of all or substantially all of the property of any person, or of any
business or division of any person; or (b) acquisition (including by merger or
consolidation) of the Equity Interests of any person that becomes a Subsidiary
after giving effect to such transaction; provided that each of the following
conditions shall be met:

          (i) no Default then exists or would result therefrom;

          (ii) after giving effect to such transaction on a Pro Forma Basis, (A)
     Borrower shall be in compliance with all covenants set forth in Sections
     6.10(a) and (b) as of the most recent Test Period (assuming (x) for
     purposes of Section 6.10, that such transaction, and all other Permitted
     Acquisitions consummated since the first day of the relevant Test Period
     for each of the financial covenants set forth in Section 6.10 ending on or
     prior to the date of such transaction, had occurred on the first day of
     such relevant Test Period and (y) if such transaction is to be consummated
     prior to the last day of the first Test Period for which the covenants in
     Sections 6.10(a) and (b) are required to be satisfied, the levels required
     for such first Test Period shall be deemed to apply in determining
     compliance with such covenants for purposes of this clause (A)), and (B)
     unless expressly approved by the Administrative Agent, the person or
     business to be acquired shall have generated positive cash flow for the
     Test Period most recently ended prior to the date of consummation of such
     acquisition;

          (iii) no Company shall, in connection with any such transaction,
     assume or remain liable with respect to any Indebtedness or other liability
     (including any material tax or ERISA liability) of the related seller or
     the business, person or properties acquired, except (A) to the extent
     permitted under Section 6.01 and (B) obligations not constituting
     Indebtedness incurred in the ordinary course of business and necessary or
     desirable to the continued operation of the underlying properties, and any
     other such liabilities or obligations not permitted to be assumed or
     otherwise supported by any Company hereunder shall be paid in full or
     released as to the business, persons or properties being so acquired on or
     before the consummation of such acquisition;

          (iv) the person or business to be acquired shall be, or shall be
     engaged in, a business of the type that Borrower and the Subsidiaries are
     permitted to be engaged in under Section 6.15 and the property acquired in
     connection with any such transaction shall be made subject to the


                                      -25-

<PAGE>

     Lien of the Security Documents and shall be free and clear of any Liens,
     other than Permitted Collateral Liens;

          (v) the Board of Directors of the person to be acquired shall not have
     indicated publicly its opposition to the consummation of such acquisition
     (which opposition has not been publicly withdrawn);

          (vi) all transactions in connection therewith shall be consummated in
     accordance with all applicable Requirements of Law;

          (vii) with respect to any transaction involving Acquisition
     Consideration of more than $1.0 million, unless the Administrative Agent
     shall otherwise agree, Borrower shall have provided the Administrative
     Agent and the Lenders with (A) historical financial statements for the last
     three fiscal years (or, if less, the number of years since formation) of
     the person or business to be acquired (audited if available without undue
     cost or delay) and unaudited financial statements thereof for the most
     recent interim period which are available, (B) reasonably detailed
     projections for the succeeding five years pertaining to the person or
     business to be acquired and updated projections for Borrower after giving
     effect to such transaction, (C) a reasonably detailed description of all
     material information relating thereto and copies of all material
     documentation pertaining to such transaction, and (D) all such other
     information and data relating to such transaction or the person or business
     to be acquired as may be reasonably requested by the Administrative Agent
     or the Required Lenders;

          (viii) at least 10 days prior to the proposed date of consummation of
     the transaction, Borrower shall have delivered to the Agents and the
     Lenders an Officers' Certificate certifying that (A) such transaction
     complies with this definition (which shall have attached thereto reasonably
     detailed backup data and calculations showing such compliance), and (B)
     such transaction could not reasonably be expected to result in a Material
     Adverse Effect; and

          (ix) the Acquisition Consideration (exclusive of any amounts financed
     by Excluded Issuances or through the issuance of Qualified Equity Interests
     to one or more sellers in such Permitted Acquisition) for such acquisition
     shall not exceed $45.0 million, and the aggregate amount of the Acquisition
     Consideration (exclusive of any amounts financed by Excluded Issuances or
     through the issuance of Qualified Equity Interests to one or more sellers
     in such Permitted Acquisition) for all Permitted Acquisitions since the
     Closing Date shall not exceed $90.0 million; provided that any Equity
     Interests constituting all or a portion of such Acquisition Consideration
     shall not have a cash dividend requirement on or prior to the Final
     Maturity Date.

          "PERMITTED COLLATERAL LIENS" shall mean (a) in the case of Collateral
other than Mortgaged Property, Permitted Liens and (b) in the case of Mortgaged
Property, "Permitted Collateral Liens" shall mean the Liens described in clauses
(a), (b), (d), (e), (g) and (l) of Section 6.02; provided, however, upon the
date of delivery of each Mortgage under Section 5.11 or 5.12, Permitted
Collateral Liens shall mean only those Liens identified as prior Liens under the
applicable Mortgage.

          "PERMITTED LIENS" shall have the meaning assigned to such term in
Section 6.02.

          "PERMITTED SUBORDINATED INDEBTEDNESS" shall mean Subordinated
Indebtedness of the Borrower that (i) shall not exceed the sum of (x)
$10,000,000 in aggregate principal amount plus (y) all capitalized or in-kind
interest accrued thereon, (ii) does not have credit support from any person that
is


                                      -26-

<PAGE>

not a Subsidiary Guarantor, (iii) requires no cash payments of principal,
interest, premium, fees or other amounts prior the date that is 180 days
following the Final Maturity Date, (iv) has terms, including without limitation,
subordination and related provisions, satisfactory to the Administrative Agent
and (v) is issued or incurred at a time when, after giving effect to such
issuance or incurrence on a Pro Forma Basis, the Borrower shall be in compliance
with all covenants set forth in Sections 6.10(a) and (b) as of the most recent
Test Period (assuming (x) for purposes of Section 6.10, that such transaction
had occurred on the first day of such relevant Test Period and (y) if such
transaction is to be consummated prior to the last day of the first Test Period
for which the covenants in Sections 6.10(a) and (b) are required to be
satisfied, the levels required for such first Test Period shall be deemed to
apply in determining compliance with such covenants for purposes of this
clause), in each as evidenced by an Officers' Certificate delivered to the
Administrative Agent not less than ten days (or such shorter period as shall be
satisfactory to the Administrative Agent) prior to such issuance or incurrence.

          "PERMITTED UK DATASITE BUILDOUT INDEBTEDNESS" shall have the meaning
assigned to such term in Section 6.01(e)(ii).

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

          "PLAN" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA which is maintained or contributed to by
any Company or its ERISA Affiliate or with respect to which any Company could
incur liability (including under Section 4069 of ERISA).

          "POST-INCREASE REVOLVING LENDERS" shall have the meaning assigned to
such term in Section 2.18(d).

          "PRE-INCREASE REVOLVING LENDERS" shall have the meaning assigned to
such term in Section 2.18(d).

          "PREFERRED STOCK" shall mean, with respect to any person, any and all
preferred or preference Equity Interests (however designated) of such person
whether now outstanding or issued after the Closing Date.

          "PRO FORMA BASIS" shall mean on a basis in accordance with GAAP and
Regulation S-X and otherwise reasonably satisfactory to the Administrative
Agent.

          "PRO RATA PERCENTAGE" of any Revolving Lender at any time shall mean
the percentage of the total Revolving Commitments of all Revolving Lenders
represented by such Lender's Revolving Commitment.

          "PROPERTY" shall mean any right, title or interest in or to property
or assets of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible and including Equity Interests or other ownership
interests of any person and whether now in existence or owned or hereafter
entered into or acquired, including all Real Property.

          "PURCHASE MONEY OBLIGATION" shall mean, for any person, the
obligations of such person in respect of Indebtedness (including Capital Lease
Obligations) incurred for the purpose of financing all or any part of the
purchase price of any property (including Equity Interests of any person) or the
cost of installation, construction or improvement of any property and any
refinancing thereof; provided, however,


                                      -27-

<PAGE>

that (i) such Indebtedness is incurred within one year after such acquisition,
installation, construction or improvement of such property by such person and
(ii) the amount of such Indebtedness does not exceed 100% of the cost of such
acquisition, installation, construction or improvement, as the case may be.

          "QUALIFIED CAPITAL STOCK" of any person shall mean any Equity
Interests of such person that are not Disqualified Capital Stock.

          "REAL PROPERTY" shall mean, collectively, all right, title and
interest (including any leasehold, mineral or other estate) in and to any and
all parcels of or interests in real property owned, leased or operated by any
person, whether by lease, license or other means, together with, in each case,
all easements, hereditaments and appurtenances relating thereto, all
improvements and appurtenant fixtures and equipment, all general intangibles and
contract rights and other property and rights incidental to the ownership, lease
or operation thereof.

          "REFINANCING" shall mean the repayment in full and the termination of
any commitment to make extensions of credit under all of the outstanding
indebtedness of Borrower or any of its Subsidiaries listed on Schedule 1.01(a).

          "REGISTER" shall have the meaning assigned to such term in Section
10.04(c).

          "REGULATION D" shall mean Regulation D of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

          "REGULATION S-X" shall mean Regulation S-X promulgated under the
Securities Act.

          "REGULATION T" shall mean Regulation T of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

          "REGULATION U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

          "REGULATION X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

          "REIMBURSEMENT OBLIGATIONS" shall mean Borrower's obligations under
Section 2.17(e) to reimburse LC Disbursements.

          "RELATED PARTIES" shall mean, with respect to any person, such
person's Affiliates and the partners, directors, officers, employees, agents and
advisors of such person and of such person's Affiliates.

          "RELEASE" shall mean any spilling, leaking, seepage, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping,
disposing, depositing, dispersing, emanating or migrating of any Hazardous
Material in, into, onto or through the Environment.

          "REQUIRED CLASS LENDERS" shall mean (i) with respect to Term Loans,
Lenders having more than 50% of all Term Loans outstanding and (ii) with respect
to Revolving Loans, Required Revolving Lenders.


                                      -28-

<PAGE>

          "REQUIRED LENDERS" shall mean Lenders having more than 50% of the sum
of all Loans outstanding, LC Exposure and unused Revolving and Term Loan
Commitments.

          "REQUIRED REVOLVING LENDERS" shall mean Lenders having more than 50%
of all Revolving Commitments or, after the Revolving Commitments have
terminated, more than 50% of all Revolving Exposure.

          "REQUIREMENTS OF LAW" shall mean, collectively, any and all
requirements of any Governmental Authority including any and all laws,
judgments, orders, decrees, ordinances, rules, regulations, statutes or case
law.

          "RESPONSE" shall mean (a) "response" as such term is defined in
CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions required by any
Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat,
abate or in any other way address any Hazardous Material in the environment;
(ii) prevent the Release or threat of Release, or minimize the further Release,
of any Hazardous Material; or (iii) perform studies and investigations in
connection with, or as a precondition to, or to determine the necessity of the
activities described in, clause (i) or (ii) above.

          "RESPONSIBLE OFFICER" of any person shall mean any executive officer
or Financial Officer of such person and any other officer or similar official
thereof with responsibility for the administration of the obligations of such
person in respect of this Agreement.

          "REVOLVING AVAILABILITY PERIOD" shall mean the period from and
including the Closing Date to but excluding the earlier of (i) the Business Day
preceding the Revolving Maturity Date and (ii) the date of termination of the
Revolving Commitments.

          "REVOLVING BORROWING" shall mean a Borrowing comprised of Revolving
Loans.

          "REVOLVING COMMITMENT" shall mean, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans hereunder up to the
amount set forth on Schedule I to the Lender Addendum executed and delivered by
such Lender or by an Increase Joinder, or in the Assignment and Assumption
pursuant to which such Lender assumed its Revolving Commitment, as applicable,
as the same may be (a) reduced from time to time pursuant to Section 2.07 and
(b) reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 10.04. The aggregate amount of the Lenders' Revolving
Commitments on the Closing Date is $10.0 million.

          "REVOLVING EXPOSURE" shall mean, with respect to any Lender at any
time, the aggregate principal amount at such time of all outstanding Revolving
Loans of such Lender, plus the aggregate amount at such time of such Lender's LC
Exposure.

          "REVOLVING LENDER" shall mean a Lender with a Revolving Commitment.

          "REVOLVING LOAN" shall mean a Loan made by the Lenders to Borrower
pursuant to Section 2.01(b). Each Revolving Loan shall either be an ABR
Revolving Loan or a LIBOR Revolving Loan.

          "REVOLVING MATURITY DATE" shall mean the date which is five years
after the Closing Date or, if such date is not a Business Day, the first
Business Day thereafter.

          "SALE AND LEASEBACK TRANSACTION" has the meaning assigned to such term
in Section 6.03.


                                      -29-

<PAGE>

          "SARBANES-OXLEY ACT" shall mean the United States Sarbanes-Oxley Act
of 2002, as amended, and all rules and regulations promulgated thereunder.

          "SECURED OBLIGATIONS" shall mean (a) the Obligations, (b) the due and
punctual payment and performance of all obligations of Borrower and the other
Loan Parties under each Hedging Agreement entered into with any counterparty
that is a Secured Party and (c) the due and punctual payment and performance of
all obligations of Borrower and the other Loan Parties (including overdrafts and
related liabilities) under each Treasury Services Agreement entered into with
any counterparty that is a Secured Party.

          "SECURED PARTIES" shall mean, collectively, the Administrative Agent,
the Collateral Agent, each other Agent, the Lenders and each counterparty to a
Hedging Agreement or Treasury Services Agreement if at the date of entering into
such Hedging Agreement or Treasury Services Agreement such person was an Agent
or a Lender or an Affiliate of an Agent or a Lender and such person executes and
delivers to the Administrative Agent a letter agreement in form and substance
acceptable to the Administrative Agent pursuant to which such person (i)
appoints the Collateral Agent as its agent under the applicable Loan Documents
and (ii) agrees to be bound by the provisions of Sections 10.03 and 10.09 as if
it were a Lender.

          "SECURITIES ACT" shall mean the Securities Act of 1933.

          "SECURITIES COLLATERAL" shall have the meaning assigned to such term
in the Security Agreement.

          "SECURITY AGREEMENT" shall mean a Security Agreement substantially in
the form of Exhibit L among the Loan Parties and Collateral Agent for the
benefit of the Secured Parties.

          "SECURITY AGREEMENT COLLATERAL" shall mean all property pledged or
granted as collateral pursuant to the Security Agreement (a) on the Closing Date
or (b) thereafter pursuant to Section 5.11.

          "SECURITY DOCUMENTS" shall mean the Security Agreement, the Mortgages
and each other security document or pledge agreement delivered in accordance
with applicable local or foreign law to grant a valid, perfected security
interest in any property as collateral for the Secured Obligations, and all UCC
or other financing statements or instruments of perfection required by this
Agreement, the Security Agreement, any Mortgage or any other such security
document or pledge agreement to be filed with respect to the security interests
in property and fixtures created pursuant to the Security Agreement or any
Mortgage and any other document or instrument utilized to pledge or grant or
purport to pledge or grant a security interest or lien on any property as
collateral for the Secured Obligations.

          "SOLE LEAD ARRANGER" shall have the meaning assigned to such term in
the preamble hereto.

          "STANDBY LETTER OF CREDIT" shall mean any standby letter of credit or
similar instrument issued for the purpose of supporting (a) workers'
compensation liabilities of Borrower or any of its Subsidiaries, (b) the
obligations of third-party insurers of Borrower or any of its Subsidiaries
arising by virtue of the laws of any jurisdiction requiring third-party insurers
to obtain such letters of credit, (c) performance, payment, deposit or surety
obligations of Borrower or any of its Subsidiaries if required by a Requirement
of Law or in accordance with custom and practice in the industry.


                                      -30-

<PAGE>

          "SUBORDINATED INDEBTEDNESS" shall mean Indebtedness of Borrower or any
Guarantor that is by its terms subordinated in right of payment to the
Obligations of Borrower and such Guarantor, as applicable.

          "SUBSIDIARY" shall mean, with respect to any person (the "PARENT") at
any date, (i) any person the accounts of which would be consolidated with those
of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, (ii)
any other corporation, limited liability company, association or other business
entity of which securities or other ownership interests representing more than
50% of the voting power of all Equity Interests entitled (without regard to the
occurrence of any contingency) to vote in the election of the Board of Directors
thereof are, as of such date, owned, controlled or held by the parent and/or one
or more subsidiaries of the parent, (iii) any partnership (a) the sole general
partner or the managing general partner of which is the parent and/or one or
more subsidiaries of the parent or (b) the only general partners of which are
the parent and/or one or more subsidiaries of the parent and (iv) any other
person that is otherwise Controlled by the parent and/or one or more
subsidiaries of the parent. Unless the context requires otherwise, "Subsidiary"
refers to a Subsidiary of Borrower.

          "SUBSIDIARY GUARANTOR" shall mean each Subsidiary listed on Schedule
1.01(b), and each other Subsidiary that is or becomes a party to this Agreement
pursuant to Section 5.11.

          "SURVEY" shall mean a survey of any Mortgaged Property (and all
improvements thereon) which is (a) (i) prepared by a surveyor or engineer
licensed to perform surveys in the jurisdiction where such Mortgaged Property is
located, (ii) dated (or redated) not earlier than six months prior to the date
of delivery thereof unless there shall have occurred within six months prior to
such date of delivery any exterior construction on the site of such Mortgaged
Property or any easement, right of way or other interest in the Mortgaged
Property has been granted or become effective through operation of law or
otherwise with respect to such Mortgaged Property which, in either case, can be
depicted on a survey, in which events, as applicable, such survey shall be dated
(or redated) after the completion of such construction or if such construction
shall not have been completed as of such date of delivery, not earlier than 20
days prior to such date of delivery, or after the grant or effectiveness of any
such easement, right of way or other interest in the Mortgaged Property, (iii)
certified by the surveyor (in a manner reasonably acceptable to the
Administrative Agent) to the Administrative Agent, the Collateral Agent and the
Title Company, (iv) complying in all respects with the minimum detail
requirements of the American Land Title Association as such requirements are in
effect on the date of preparation of such survey and (v) sufficient for the
Title Company to remove all standard survey exceptions from the title insurance
policy (or commitment) relating to such Mortgaged Property and issue
endorsements required by such title insurance policy or (b) otherwise acceptable
to the Collateral Agent.

          "SYNDICATION AGENT" shall have the meaning assigned to such term in
the preamble hereto.

          "TAX RETURN" shall mean all returns, statements, filings, attachments
and other documents or certifications required to be filed in respect of Taxes.

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

          "TERM BORROWING" shall mean a Borrowing comprised of Term Loans.


                                      -31-

<PAGE>

          "TERM LOAN" shall mean the term loans made by the Lenders to Borrower
pursuant to Section 2.01(a). Each Term Loan shall be either an ABR Term Loan or
a LIBOR Term Loan.

          "TERM LOAN COMMITMENT" shall mean, with respect to each Lender, the
commitment, if any, of such Lender to make a Term Loan hereunder on the Closing
Date in the amount set forth on Schedule I to the Lender Addendum executed and
delivered by such Lender. The initial aggregate amount of the Lenders' Term Loan
Commitments is $90,000,000.

          "TERM LOAN LENDER" shall mean a Lender with a Term Loan Commitment or
an outstanding Term Loan.

          "TERM LOAN MATURITY DATE" shall mean the date which is six years after
the Closing Date or, if such date is not a Business Day, the first Business Day
thereafter.

          "TERM LOAN REPAYMENT DATE" shall have the meaning assigned to such
term in Section 2.09.

          A "TEST PERIOD" in effect at any time shall mean the period of four
consecutive fiscal quarters of Borrower ended on or prior to such time (taken as
one accounting period) in respect of which financial statements for each quarter
or fiscal year in such period have been or were required to be delivered
pursuant to Section 5.01(a) or (b) without giving effect to any grace period
applicable thereto (or, solely for purposes of determining pro forma compliance
with the covenants contained in Sections 6.8(a), (b), (c) and (d) pursuant to
clause (ii) of the definition of Permitted Acquisition, Section 2.18, prior to
the date the first such financial statements are required to be so delivered
without giving effect to any grace period applicable thereto, the most recent
period of four fiscal quarters of the Acquired Business ended on or prior to the
Closing Date).

          "TITLE COMPANY" shall mean any title insurance company as shall be
retained by Borrower and reasonably acceptable to the Administrative Agent.

          "TITLE POLICY" shall mean, with respect to each Mortgage, a policy of
title insurance (or marked up title insurance commitment having the effect of a
policy of title insurance) insuring the Lien of such Mortgage as a valid first
mortgage Lien on the Mortgaged Property and fixtures described therein in the
amount equal to not less than 115% of the fair market value of such Mortgaged
Property and fixtures, which policy (or such marked-up commitment) shall (A) be
issued by the Title Company, (B) to the extent necessary, include such
reinsurance arrangements (with provisions for direct access, if necessary) as
shall be reasonably acceptable to the Collateral Agent, (C) contain a "tie-in"
or "cluster" endorsement, if available under applicable law (i.e., policies
which insure against losses regardless of location or allocated value of the
insured property up to a stated maximum coverage amount), (D) have been
supplemented by such endorsements (or where such endorsements are not available,
opinions of special counsel, architects or other professionals reasonably
acceptable to the Collateral Agent) as shall be reasonably requested by the
Collateral Agent (including endorsements on matters relating to usury, first
loss, last dollar, zoning, contiguity, revolving credit, doing business,
non-imputation, public road access, survey, variable rate, environmental lien,
subdivision, mortgage recording tax, separate tax lot, revolving credit, and
so-called comprehensive coverage over covenants and restrictions), and (E)
contain no exceptions to title other than exceptions acceptable to the
Collateral Agent.

          "TOTAL LEVERAGE RATIO" shall mean, at any date of determination, the
ratio of (x) Consolidated Indebtedness on such date less the outstanding
principal amount of the AppliedTheory Notes on


                                      -32-

<PAGE>

such date to the extent the Company has placed cash in escrow on terms
satisfactory to the Administrative Agent for the sole purpose of satisfying the
obligation under the AppliedTheory Notes to (y) Consolidated EBITDA for the Test
Period then most recently ended.

          "TRANSACTIONS" shall mean, collectively, the transactions to occur on
or prior to the Closing Date pursuant to the Loan Documents, including (a) the
execution, delivery and performance of the Loan Documents and the initial
borrowings hereunder; (b) the Refinancing; and (c) the payment of all fees and
expenses to be paid on or prior to the Closing Date and owing in connection with
the foregoing.

          "TRANSFERRED GUARANTOR" shall have the meaning assigned to such term
in Section 7.09.

          "TREASURY SERVICES AGREEMENT" shall mean any agreement relating to
treasury, depositary and cash management services or automated clearinghouse
transfer of funds.

          "TYPE," when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the LIBOR Rate or the Alternate Base
Rate.

          "UCC" shall mean the Uniform Commercial Code as in effect from time to
time (except as otherwise specified) in any applicable state or jurisdiction.

          "UNITED STATES" shall mean the United States of America.

          "VOTING STOCK" shall mean, with respect to any person, any class or
classes of Equity Interests pursuant to which the holders thereof have the
general voting power under ordinary circumstances to elect at least a majority
of the Board of Directors of such person.

          "WHOLLY OWNED SUBSIDIARY" shall mean, as to any person, (a) any
corporation 100% of whose capital stock (other than directors' qualifying
shares) is at the time owned by such person and/or one or more Wholly Owned
Subsidiaries of such person and (b) any partnership, association, joint venture,
limited liability company or other entity in which such person and/or one or
more Wholly Owned Subsidiaries of such person have a 100% equity interest at
such time.

          "WITHDRAWAL LIABILITY" shall mean liability to a Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          SECTION 1.02 CLASSIFICATION OF LOANS AND BORROWINGS. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "LIBOR Loan") or by Class and Type (e.g.,
a "LIBOR Revolving Loan"). Borrowings also may be classified and referred to by
Class (e.g., a "Revolving Borrowing," "Borrowing of Term Loans") or by Type
(e.g., a "LIBOR Borrowing") or by Class and Type (e.g., a "LIBOR Revolving
Borrowing").

          SECTION 1.03 TERMS GENERALLY. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include," "includes" and "including" shall
be deemed to be followed by the phrase "without limitation." The word "will"
shall be construed to have the same meaning and effect as the word "shall."
Unless the context requires otherwise (a) any definition of or reference to any
Loan Document, agreement, instrument or other document herein shall be construed
as referring to such agreement, instrument or other document as


                                      -33-

<PAGE>

from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any person shall be construed to include such
person's successors and assigns, (c) the words "herein," "hereof" and
"hereunder," and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement, (e) any reference to any law or regulation herein shall refer to
such law or regulation as amended, modified or supplemented from time to time,
(f) the words "asset" and "property" shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights and (g)
"on," when used with respect to the Mortgaged Property or any property adjacent
to the Mortgaged Property, means "on, in, under, above or about."

          SECTION 1.04 ACCOUNTING TERMS; GAAP. Except as otherwise expressly
provided herein, all financial statements to be delivered pursuant to this
Agreement shall be prepared in accordance with GAAP as in effect from time to
time and all terms of an accounting or financial nature shall be construed and
interpreted in accordance with GAAP, as in effect on the date hereof unless
otherwise agreed to by Borrower and the Required Lenders.

          SECTION 1.05 RESOLUTION OF DRAFTING AMBIGUITIES. Each Loan Party
acknowledges and agrees that it was represented by counsel in connection with
the execution and delivery of the Loan Documents to which it is a party, that it
and its counsel reviewed and participated in the preparation and negotiation
hereof and thereof and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation hereof or thereof.

                                   ARTICLE II

                                   THE CREDITS

          SECTION 2.01 COMMITMENTS. Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly:

          (a) to make a Term Loan to Borrower on the Closing Date in the
     principal amount not to exceed its Term Loan Commitment; and

          (b) to make Revolving Loans to Borrower, at any time and from time to
     time on or after the Closing Date until the earlier of the Revolving
     Maturity Date and the termination of the Revolving Commitment of such
     Lender in accordance with the terms hereof, in an aggregate principal
     amount at any time outstanding that will not result in such Lender's
     Revolving Exposure exceeding such Lender's Revolving Commitment.

          Amounts paid or prepaid in respect of Term Loans may not be
reborrowed. Within the limits set forth in clause (b) above and subject to the
terms, conditions and limitations set forth herein, Borrower may borrow, pay or
prepay and reborrow Revolving Loans.

          SECTION 2.02 LOANS.

          (a) Each Loan shall be made as part of a Borrowing consisting of Loans
made by the Lenders ratably in accordance with their applicable Commitments;
provided that the failure of any Lender


                                      -34-

<PAGE>

to make its Loan shall not in itself relieve any other Lender of its obligation
to lend hereunder (it being understood, however, that no Lender shall be
responsible for the failure of any other Lender to make any Loan required to be
made by such other Lender). Except for Loans deemed made pursuant to Section
2.17(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate
principal amount that is (i) an integral multiple of $100,000 and not less than
$250,000 or (ii) equal to the remaining available balance of the applicable
Commitments and (y) the LIBOR Loans comprising any Borrowing shall be in an
aggregate principal amount that is (i) an integral multiple of $100,000 and not
less than $500,000 or (ii) equal to the remaining available balance of the
applicable Commitments.

          (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be
comprised entirely of ABR Loans or LIBOR Loans as Borrower may request pursuant
to Section 2.03. Each Lender may at its option make any LIBOR Loan by causing
any domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not affect the obligation of
Borrower to repay such Loan in accordance with the terms of this Agreement.
Borrowings of more than one Type may be outstanding at the same time; provided
that Borrower shall not be entitled to request any Borrowing that, if made,
would result in more than five LIBOR Borrowings outstanding hereunder at any one
time. For purposes of the foregoing, Borrowings having different Interest
Periods, regardless of whether they commence on the same date, shall be
considered separate Borrowings.

          (c) Except with respect to Loans deemed made pursuant to Section
2.17(e)(ii), each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds to such
account in New York City as the Administrative Agent may designate not later
than 11:00 a.m., New York City time, and the Administrative Agent shall promptly
credit the amounts so received to an account as directed by Borrower in the
applicable Borrowing Request or, if a Borrowing shall not occur on such date
because any condition precedent herein specified shall not have been met, return
the amounts so received to the respective Lenders.

          (d) Unless the Administrative Agent shall have received notice from a
Lender prior to the date (in the case of any LIBOR Borrowing), and at least 2
hours prior to the time (in the case of any ABR Borrowing), of any Borrowing
that such Lender will not make available to the Administrative Agent such
Lender's portion of such Borrowing, the Administrative Agent may assume that
such Lender has made such portion available to the Administrative Agent at the
time of such Borrowing in accordance with paragraph (c) above, and the
Administrative Agent may, in reliance upon such assumption, make available to
Borrower on such date a corresponding amount. If the Administrative Agent shall
have so made funds available, then, to the extent that such Lender shall not
have made such portion available to the Administrative Agent, each of such
Lender and Borrower severally agrees to repay to the Administrative Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to Borrower until the
date such amount is repaid to the Administrative Agent at (i) in the case of
Borrower, the interest rate applicable at the time to the Loans comprising such
Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation. If such Lender shall
repay to the Administrative Agent such corresponding amount, such amount shall
constitute such Lender's Loan as part of such Borrowing for purposes of this
Agreement, and Borrower's obligation to repay the Administrative Agent such
corresponding amount pursuant to this Section 2.02(d) shall cease.

          (e) Notwithstanding any other provision of this Agreement, Borrower
shall not be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with


                                      -35-

<PAGE>

respect thereto would end after the Revolving Maturity Date, Term Loan Maturity
Date or Incremental Term Loan Maturity Date, as applicable.

          SECTION 2.03 BORROWING PROCEDURE. To request a Revolving Borrowing or
Term Borrowing, Borrower shall deliver, by hand delivery or telecopier, a duly
completed and executed Borrowing Request to the Administrative Agent (i) in the
case of a LIBOR Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of the proposed Borrowing or (ii) in the case of
an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of
the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall
specify the following information in compliance with Section 2.02:

          (a) whether the requested Borrowing is to be a Borrowing of Revolving
     Loans or Term Loans;

          (b) the aggregate amount of such Borrowing;

          (c) the date of such Borrowing, which shall be a Business Day;

          (d) whether such Borrowing is to be an ABR Borrowing or a LIBOR
     Borrowing;

          (e) in the case of a LIBOR Borrowing, the initial Interest Period to
     be applicable thereto, which shall be a period contemplated by the
     definition of the term "Interest Period";

          (f) the location and number of Borrower's account to which funds are
     to be disbursed, which shall comply with the requirements of Section
     2.02(c); and

          (g) that the conditions set forth in Sections 4.02(b)-(d) have been
     satisfied as of the date of the notice.

          If no election as to the Type of Borrowing is specified, then the
requested Borrowing shall be an ABR Borrowing. If no Interest Period is
specified with respect to any requested LIBOR Borrowing, then Borrower shall be
deemed to have selected an Interest Period of one month's duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

          SECTION 2.04 EVIDENCE OF DEBT; REPAYMENT OF LOANS.

          (a) Promise to Repay. Borrower hereby unconditionally promises to pay
(i) to the Administrative Agent for the account of each Term Loan Lender, the
principal amount of each Term Loan of such Term Loan Lender as provided in
Section 2.09 and (ii) to the Administrative Agent for the account of each
Revolving Lender, the then unpaid principal amount of each Revolving Loan of
such Revolving Lender on the Revolving Maturity Date.

          (b) Lender and Administrative Agent Records. Each Lender shall
maintain in accordance with its usual practice an account evidencing the
Indebtedness of Borrower to such Lender resulting from each Loan made by such
Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time under this Agreement. The
Administrative Agent shall maintain an account in which it will record (i) the
amount of each Loan made hereunder, the Type and Class thereof and the Interest
Period applicable thereto; (ii) the amount of any principal or interest


                                      -36-

<PAGE>

due and payable or to become due and payable from Borrower to each Lender
hereunder; and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender's share thereof. The
entries made in the account maintained pursuant to this paragraph shall be prima
facie evidence of the existence and amounts of the obligations therein recorded;
provided that the failure of any Lender or the Administrative Agent to maintain
such an account or any error therein shall not in any manner affect the
obligations of Borrower to repay the Loans in accordance with their terms.

          (c) Promissory Notes. Any Lender by written notice to Borrower (with a
copy to the Administrative Agent) may request that Loans of any Class made by it
be evidenced by a promissory note. In such event, Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) in the form of Exhibit J-1 or J-2, as the case may be. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 10.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

          SECTION 2.05 FEES.

          (a) Commitment Fee. Borrower agrees to pay to the Administrative Agent
for the account of each Lender a commitment fee (a "COMMITMENT FEE") equal to
the Applicable Fee per annum on the average daily unused amount of each
Commitment of such Lender during the period from and including the date hereof
to but excluding the date on which such Commitment terminates. Accrued
Commitment Fees shall be payable in arrears (A) on the first Business Day of
August, November, February and May of each year, commencing on the first such
date to occur after the date hereof, and (B) on the date on which such
Commitment terminates. Commitment Fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). For purposes of computing
Commitment Fees with respect to Revolving Commitments, a Revolving Commitment of
a Lender shall be deemed to be used to the extent of the outstanding Revolving
Loans and LC Exposure of such Lender.

          (b) Administrative Agent Fees. Borrower agrees to pay to the
Administrative Agent, for its own account, the administrative fees payable in
the amounts and at the times separately agreed upon between Borrower and the
Administrative Agent (the "ADMINISTRATIVE AGENT FEES").

          (c) LC and Fronting Fees. Borrower agrees to pay (i) to the
Administrative Agent for the account of each Revolving Lender a participation
fee ("LC PARTICIPATION FEE") with respect to its participations in Letters of
Credit, which shall accrue at a rate equal to the Applicable Margin from time to
time used to determine the interest rate on LIBOR Revolving Loans pursuant to
Section 2.06 on the average daily amount of such Lender's LC Exposure (excluding
any portion thereof attributable to Reimbursement Obligations) during the period
from and including the Closing Date to but excluding the later of the date on
which such Lender's Revolving Commitment terminates and the date on which such
Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting
fee ("FRONTING FEE"), which shall accrue at the rate of 0.25% per annum on the
average daily amount of the LC Exposure (excluding any portion thereof
attributable to Reimbursement Obligations) during the period from and including
the Closing Date to but excluding the later of the date of termination of the
Revolving Commitments and the date on which there ceases to be any LC Exposure,
as well as the Issuing Bank's customary fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing of
drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be
payable in arrears


                                      -37-

<PAGE>

(i) on the first Business Day of August, November, February and May of each
year, commencing on the first such date to occur after the Closing Date, and
(ii) on the date on which the Revolving Commitments terminate. Any such fees
accruing after the date on which the Revolving Commitments terminate shall be
payable on demand. Any other fees payable to the Issuing Bank pursuant to this
paragraph shall be payable on demand. All LC Participation Fees and Fronting
Fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the
last day).

          (d) All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders, except that Borrower shall pay the Fronting Fees directly to
the Issuing Bank. Once paid, none of the Fees shall be refundable under any
circumstances.

          SECTION 2.06 INTEREST ON LOANS.

          (a) ABR Loans. Subject to the provisions of Section 2.06(c), the Loans
comprising each ABR Borrowing, shall bear interest at a rate per annum equal to
the Alternate Base Rate plus the Applicable Margin in effect from time to time.

          (b) LIBOR Loans. Subject to the provisions of Section 2.06(c), the
Loans comprising each LIBOR Borrowing shall bear interest at a rate per annum
equal to the LIBOR Rate for the Interest Period in effect for such Borrowing
plus the Applicable Margin in effect from time to time.

          (c) Default Rate. Notwithstanding the foregoing, if any principal of
or interest on any Loan or any fee or other amount payable by Borrower hereunder
is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall, to the extent permitted by applicable law,
bear interest, after as well as before judgment, at a rate per annum equal to
(i) in the case of amounts constituting principal of or interest on any Loan, 2%
plus the rate otherwise applicable to such Loan as provided in the preceding
paragraphs of this Section 2.06 or (ii) in the case of any other amount, 2% plus
the rate applicable to ABR Revolving Loans as provided in Section 2.06(a) (in
either case, the "DEFAULT RATE").

          (d) Interest Payment Dates. Accrued interest on each Loan shall be
payable in arrears on each Interest Payment Date for such Loan; provided that
(i) interest accrued pursuant to Section 2.06(c) shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan without a permanent reduction in Revolving
Commitments), accrued interest on the principal amount repaid or prepaid shall
be payable on the date of such repayment or prepayment and (iii) in the event of
any conversion of any LIBOR Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

          (e) Interest Calculation. All interest hereunder shall be computed on
the basis of a year of 360 days, except that interest computed by reference to
the Alternate Base Rate shall be computed on the basis of a year of 365 days (or
366 days in a leap year), and in each case shall be payable for the actual
number of days elapsed (including the first day but excluding the last day). The
applicable Alternate Base Rate or LIBOR Rate shall be determined by the
Administrative Agent in accordance with the provisions of this Agreement and
such determination shall be conclusive absent manifest error.


                                      -38-

<PAGE>

          SECTION 2.07 TERMINATION AND REDUCTION OF COMMITMENTS.

          (a) Termination of Commitments. The Term Loan Commitments shall
automatically terminate at 5:00 p.m., New York City time, on the Closing Date.
The Revolving Commitments and the LC Commitment shall automatically terminate on
the Revolving Maturity Date. Notwithstanding the foregoing, all the Commitments
shall automatically terminate at 5:00 p.m., New York City time, on June 8, 2007,
if the initial Credit Extension shall not have occurred by such time.

          (b) Optional Terminations and Reductions. At its option, Borrower may
at any time terminate, or from time to time permanently reduce, the Commitments
of any Class; provided that (i) each reduction of the Commitments of any Class
shall be in an amount that is an integral multiple of $500,000 and not less than
$1.0 million and (ii) the Revolving Commitments shall not be terminated or
reduced if, after giving effect to any concurrent prepayment of the Revolving
Loans in accordance with Section 2.10, the aggregate amount of Revolving
Exposures would exceed the aggregate amount of Revolving Commitments.

          (c) Borrower Notice. Borrower shall notify the Administrative Agent in
writing of any election to terminate or reduce the Commitments under Section
2.07(b) at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Commitments delivered by Borrower may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments of
any Class shall be permanent. Each reduction of the Commitments of any Class
shall be made ratably among the Lenders in accordance with their respective
Commitments of such Class.

          SECTION 2.08 INTEREST ELECTIONS.

          (a) Generally. Each Revolving Borrowing and Term Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the
case of a LIBOR Borrowing, shall have an initial Interest Period as specified in
such Borrowing Request. Thereafter, Borrower may elect to convert such Borrowing
to a different Type or to continue such Borrowing and, in the case of a LIBOR
Borrowing, may elect Interest Periods therefor, all as provided in this Section.
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing.
Notwithstanding anything to the contrary, Borrower shall not be entitled to
request any conversion or continuation that, if made, would result in more than
five LIBOR Borrowings outstanding hereunder at any one time.

          (b) Interest Election Notice. To make an election pursuant to this
Section, Borrower shall deliver, by hand delivery or telecopier, a duly
completed and executed Interest Election Request to the Administrative Agent not
later than the time that a Borrowing Request would be required under Section
2.03 if Borrower were requesting a Revolving Borrowing or Term Borrowing of the
Type resulting from such election to be made on the effective date of such
election. Each Interest Election Request shall be irrevocable. Each Interest
Election Request shall specify the following information in compliance with
Section 2.02:


                                      -39-

<PAGE>

          (i) the Borrowing to which such Interest Election Request applies and,
     if different options are being elected with respect to different portions
     thereof, or if outstanding Borrowings are being combined, allocation to
     each resulting Borrowing (in which case the information to be specified
     pursuant to clauses (iii) and (iv) below shall be specified for each
     resulting Borrowing);

          (ii) the effective date of the election made pursuant to such Interest
     Election Request, which shall be a Business Day;

          (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
     LIBOR Borrowing; and

          (iv) if the resulting Borrowing is a LIBOR Borrowing, the Interest
     Period to be applicable thereto after giving effect to such election, which
     shall be a period contemplated by the definition of the term "Interest
     Period".

          If any such Interest Election Request requests a LIBOR Borrowing but
does not specify an Interest Period, then Borrower shall be deemed to have
selected an Interest Period of one month's duration.

          Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

          (c) Automatic Conversion to ABR Borrowing. If an Interest Election
Request with respect to a LIBOR Borrowing is not timely delivered prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing. Notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing, the
Administrative Agent or the Required Lenders may require, by notice to Borrower,
that (i) no outstanding Borrowing may be converted to or continued as a LIBOR
Borrowing and (ii) unless repaid, each LIBOR Borrowing shall be converted to an
ABR Borrowing at the end of the Interest Period applicable thereto.

          SECTION 2.09 AMORTIZATION OF TERM BORROWINGS. Borrower shall pay to
the Administrative Agent, for the account of the Lenders, on the dates set forth
on Annex II, or if any such date is not a Business Day, on the immediately
preceding Business Day (each such date, a "TERM LOAN REPAYMENT DATE"), a
principal amount of the Term Loans equal to the amount set forth on Annex II for
such date (as adjusted from time to time pursuant to Section 2.10(h)), together
in each case with accrued and unpaid interest on the principal amount to be paid
to but excluding the date of such payment. To the extent not previously paid,
all Term Loans shall be due and payable on the Term Loan Maturity Date.

          SECTION 2.10 OPTIONAL AND MANDATORY PREPAYMENTS OF LOANS.

          (a) Optional Prepayments. Borrower shall have the right at any time
and from time to time to prepay any Borrowing, in whole or in part, subject to
the requirements of this Section 2.10; provided that each partial prepayment
shall be in an amount that is an integral multiple of $500,000 and not less than
$1.0 million or, if less, the outstanding principal amount of such Borrowing.

          (b) Revolving Loan Prepayments.

          (i) In the event of the termination of all the Revolving Commitments,
     Borrower shall, on the date of such termination, repay or prepay all its
     outstanding Revolving Borrowings


                                      -40-

<PAGE>

     and replace all outstanding Letters of Credit or cash collateralize all
     outstanding Letters of Credit in accordance with the procedures set forth
     in Section 2.17(i).

          (ii) In the event of any partial reduction of the Revolving
     Commitments, then (x) at or prior to the effective date of such reduction,
     the Administrative Agent shall notify Borrower and the Revolving Lenders of
     the sum of the Revolving Exposures after giving effect thereto and (y) if
     the sum of the Revolving Exposures would exceed the aggregate amount of
     Revolving Commitments after giving effect to such reduction, then Borrower
     shall, on the date of such reduction, first, repay or prepay Revolving
     Borrowings and second, replace outstanding Letters of Credit or cash
     collateralize outstanding Letters of Credit in accordance with the
     procedures set forth in Section 2.17(i), in an aggregate amount sufficient
     to eliminate such excess.

          (iii) In the event that the sum of all Lenders' Revolving Exposures
     exceeds the Revolving Commitments then in effect, Borrower shall, without
     notice or demand, immediately first, repay or prepay Revolving Borrowings,
     and second, replace outstanding Letters of Credit or cash collateralize
     outstanding Letters of Credit in accordance with the procedures set forth
     in Section 2.17(i), in an aggregate amount sufficient to eliminate such
     excess.

          (iv) In the event that the aggregate LC Exposure exceeds the LC
     Commitment then in effect, Borrower shall, without notice or demand,
     immediately replace outstanding Letters of Credit or cash collateralize
     outstanding Letters of Credit in accordance with the procedures set forth
     in Section 2.17(i), in an aggregate amount sufficient to eliminate such
     excess.

          (c) Asset Sales. Not later than five Business Days following the
receipt of any Net Cash Proceeds of any Asset Sale by Borrower or any of its
Subsidiaries, Borrower shall make prepayments in accordance with Sections
2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds;
provided that:

          (i) no such prepayment shall be required under this Section 2.10(c)(i)
     with respect to (A) any Asset Sale permitted by Section 6.06(a), (B) the
     disposition of property which constitutes a Casualty Event, or (C) Asset
     Sales for fair market value resulting in no more than $500,000 in Net Cash
     Proceeds per Asset Sale (or series of related Asset Sales) and no more than
     $1,000,000 in Net Cash Proceeds in any fiscal year (to the extent that
     either maximum amount set forth in this subclause (C) is exceeded, the Loan
     Parties shall be required to apply the entire amount of such Net Cash
     Proceeds (and not only the amount in excess of the maximum amounts set
     forth in this subclause) to prepay the Loans unless the Borrower shall
     comply with clause (c)(ii) below); provided that clause (C) shall not apply
     in the case of any Asset Sale described in clause (b) of the definition
     thereof; and

          (ii) so long as no Default shall then exist or would arise therefrom,
     such proceeds shall not be required to be so applied on such date to the
     extent that Borrower shall have delivered an Officers' Certificate to the
     Administrative Agent on or prior to such date stating that such Net Cash
     Proceeds are expected to be reinvested in fixed or capital assets or to be
     contractually committed to be so reinvested within 12 months following the
     date of such Asset Sale (which Officers' Certificate shall set forth the
     estimates of the proceeds to be so expended); provided that if all or any
     portion of such Net Cash Proceeds is not so reinvested within such 12-month
     period or, if ending later, the period ending 6 months after any such
     contractual commitment with respect to such Net Cash Proceeds was entered
     into, such unused portion shall be applied on the last day of such period
     as a mandatory prepayment as provided in this Section 2.10(c); provided,
     further, that


                                      -41-

<PAGE>

     if the property subject to such Asset Sale constituted Collateral, then all
     property purchased with the Net Cash Proceeds thereof pursuant to this
     subsection shall be made subject to the Lien of the applicable Security
     Documents in favor of the Collateral Agent, for its benefit and for the
     benefit of the other Secured Parties in accordance with Sections 5.11 and
     5.12.

          (d) Debt Issuance. Not later than one Business Day following the
receipt of any Net Cash Proceeds of any Debt Issuance by Borrower or any of its
Subsidiaries, Borrower shall make prepayments in accordance with Sections
2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds.

          (e) Equity Issuance. Not later than five Business Days following the
receipt of any Net Cash Proceeds of any Equity Issuance, Borrower shall make
prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount
equal to 50% of such Net Cash Proceeds; provided, however, that, if no Default
or Event of Default shall have occurred and be continuing, the foregoing shall
not apply with respect to not more than $20,000,000 of such Net Cash Proceeds
received by the Borrower after the Closing Date to the extent the Borrower shall
notify the Administrative Agent within such five Business Day period that it has
elected to exempt such Net Cash Proceeds from the prepayment provisions of this
Section 2.10(e) and such proceeds are applied in a manner not prohibited by this
Agreement.

          (f) Casualty Events. Not later than five Business Days following the
receipt of any Net Cash Proceeds from a Casualty Event by Borrower or any of its
Subsidiaries, Borrower shall make prepayments in accordance with Sections
2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds;
provided that:

          (i) so long as no Default shall then exist or arise therefrom, such
     proceeds shall not be required to be so applied on such date to the extent
     that (A) in the event such Net Cash Proceeds shall not exceed $1,000,000,
     Borrower shall have delivered an Officers' Certificate to the
     Administrative Agent on or prior to such date stating that such proceeds
     are expected to be used, or (B) in the event that such Net Cash Proceeds
     exceed $1,000,000, the Administrative Agent has elected by notice to
     Borrower on or prior to such date to require such proceeds to be used, in
     each case, to repair, replace or restore any property in respect of which
     such Net Cash Proceeds were paid or to reinvest in other fixed or capital
     assets or to be contractually committed to be so reinvested, no later than
     12 months following the date of receipt of such proceeds; provided that if
     the property subject to such Casualty Event constituted Collateral under
     the Security Documents, then all property purchased with the Net Cash
     Proceeds thereof pursuant to this subsection shall be made subject to the
     Lien of the applicable Security Documents in favor of the Collateral Agent,
     for its benefit and for the benefit of the other Secured Parties in
     accordance with Sections 5.11 and 5.12; and

          (ii) if any portion of such Net Cash Proceeds shall not be so applied
     within such 12-month period or, if ending later, the period ending 6 months
     after any such contractual commitment with respect to such Net Cash
     Proceeds was entered into, such unused portion shall be applied on the last
     day of such period as a mandatory prepayment as provided in this Section
     2.10(f).

          (g) Excess Cash Flow. No later than five Business Days after the date
on which the financial statements with respect to such fiscal year in which such
Excess Cash Flow Period occurs are or are required to be delivered pursuant to
Section 5.01(a), Borrower shall make prepayments in accordance


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<PAGE>

with Sections 2.10(h) and (i) in an aggregate amount equal to 50% of Excess Cash
Flow for the Excess Cash Flow Period then ended.

          (h) Application of Prepayments. Prior to any optional or mandatory
prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be
prepaid and shall specify such selection in the notice of such prepayment
pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h).
Any prepayments pursuant to Section 2.10(c), (d), (e), (f) or (g) shall be
applied first to the Term Loans to reduce scheduled prepayments required under
Section 2.09, first, in direct order to such scheduled prepayments due on the
next four Term Loan Repayment Dates occurring following such prepayment and,
second, on a pro rata basis among the prepayments remaining to be made on each
other Term Loan Repayment Date. After application of mandatory prepayments of
Term Loans described above in this Section 2.10(h) and to the extent there are
mandatory prepayment amounts remaining after such application, the Revolving
Commitments shall be permanently reduced ratably among the Revolving Lenders in
accordance with their applicable Revolving Commitments in an aggregate amount
equal to such excess, and Borrower shall comply with Section 2.10(b).

          Amounts to be applied pursuant to this Section 2.10 to the prepayment
of Term Loans and Revolving Loans shall be applied, as applicable, first to
reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any
amounts remaining after each such application shall be applied to prepay LIBOR
Term Loans or LIBOR Revolving Loans, as applicable. Notwithstanding the
foregoing, if the amount of any prepayment of Loans required under this Section
2.10 shall be in excess of the amount of the ABR Loans at the time outstanding
(an "EXCESS AMOUNT"), only the portion of the amount of such prepayment as is
equal to the amount of such outstanding ABR Loans shall be immediately prepaid
and, at the election of Borrower, the Excess Amount shall be either (A)
deposited in an escrow account on terms satisfactory to the Collateral Agent and
applied to the prepayment of LIBOR Loans on the last day of the then
next-expiring Interest Period for LIBOR Loans; provided that (i) interest in
respect of such Excess Amount shall continue to accrue thereon at the rate
provided hereunder for the Loans which such Excess Amount is intended to repay
until such Excess Amount shall have been used in full to repay such Loans and
(ii) at any time while a Default has occurred and is continuing, the
Administrative Agent may, and upon written direction from the Required Lenders
shall, apply any or all proceeds then on deposit to the payment of such Loans in
an amount equal to such Excess Amount or (B) prepaid immediately, together with
any amounts owing to the Lenders under Section 2.13.

          (i) Notice of Prepayment. Borrower shall notify the Administrative
Agent by written notice of any prepayment hereunder (i) in the case of
prepayment of a LIBOR Borrowing, not later than 11:00 a.m., New York City time,
three Business Days before the date of prepayment and (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment. Each such notice shall be
irrevocable; provided that, if a notice of prepayment is given in connection
with a conditional notice of termination of the Commitments as contemplated by
Section 2.07, then such notice of prepayment may be revoked if such termination
is revoked in accordance with Section 2.07. Each such notice shall specify the
prepayment date, the principal amount of each Borrowing or portion thereof to be
prepaid and, in the case of a mandatory prepayment, a reasonably detailed
calculation of the amount of such prepayment. Promptly following receipt of any
such notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that
would be permitted in the case of a Credit Extension of the same Type as
provided in Section 2.02, except as necessary to apply fully the required amount
of a mandatory prepayment. Each prepayment of a Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing and otherwise in
accordance with this Section 2.10. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.06.


                                      -43-

<PAGE>

          SECTION 2.11 ALTERNATE RATE OF INTEREST. If prior to the commencement
of any Interest Period for a LIBOR Borrowing:

          (a) the Administrative Agent determines (which determination shall be
     final and conclusive absent manifest error) that adequate and reasonable
     means do not exist for ascertaining the LIBOR Rate for such Interest
     Period; or

          (b) the Administrative Agent is advised in writing by the Required
     Lenders that the LIBOR Rate for such Interest Period will not adequately
     and fairly reflect the cost to such Lenders of making or maintaining their
     Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give written notice thereof to Borrower and
the Lenders as promptly as practicable thereafter and, until the Administrative
Agent notifies Borrower and the Lenders that the circumstances giving rise to
such notice no longer exist, (i) any Interest Election Request that requests the
conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR
Borrowing shall be ineffective and (ii) if any Borrowing Request requests a
LIBOR Borrowing, such Borrowing shall be made as an ABR Borrowing.

          SECTION 2.12 YIELD PROTECTION.

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

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

          (ii) subject any Lender or the Issuing Bank to any tax of any kind
     whatsoever with respect to this Agreement, any Letter of Credit, any
     participation in a Letter of Credit or any LIBOR Loan made by it, or change
     the basis of taxation of payments to such Lender or the Issuing Bank in
     respect thereof (except for Indemnified Taxes or Other Taxes covered by
     Section 2.15 and the imposition of, or any change in the rate of, any
     Excluded Tax payable by such Lender or the Issuing Bank); or

          (iii) impose on any Lender or the Issuing Bank or the London interbank
     market any other condition, cost or expense affecting this Agreement or
     LIBOR Loans made by such Lender or any Letter of Credit or participation
     therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation
to make any such Loan), or to increase the cost to such Lender, the Issuing Bank
or such Lender's or the Issuing Bank's holding company, if any, of participating
in, issuing or maintaining any Letter of Credit (or of maintaining its
obligation to participate in or to issue any Letter of Credit), or to reduce the
amount of any sum received or receivable by such Lender or the Issuing Bank
hereunder (whether of principal, interest or any other amount), then, upon
request of such Lender or the Issuing Bank, Borrower will pay to such Lender or
the Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank, as the case may be, for such
additional costs incurred or reduction suffered.

          (b) Capital Requirements. If any Lender or the Issuing Bank determines
(in good faith, but in its sole absolute discretion) that any Change in Law
affecting such Lender or the Issuing


                                      -44-

<PAGE>

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

          (c) Certificates for Reimbursement. A certificate of a Lender or the
Issuing Bank setting forth the amount or amounts necessary to compensate such
Lender or the Issuing Bank or its holding company, as the case may be, as
specified in paragraph (a) or (b) of this Section 2.12 and delivered to Borrower
shall be conclusive absent manifest error. Borrower shall pay such Lender or the
Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

          (d) Delay in Requests. Failure or delay on the part of any Lender or
the Issuing Bank to demand compensation pursuant to this Section 2.12 shall not
constitute a waiver of such Lender's or the Issuing Bank's right to demand such
compensation; provided that Borrower shall not be required to compensate a
Lender or the Issuing Bank pursuant to this Section for any increased costs
incurred or reductions suffered more than nine months prior to the date that
such Lender or the Issuing Bank, as the case may be, notifies Borrower of the
Change in Law giving rise to such increased costs or reductions and of such
Lender's or the Issuing Bank's intention to claim compensation therefor (except
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the nine-month period referred to above shall be extended to
include the period of retroactive effect thereof).

          SECTION 2.13 BREAKAGE PAYMENTS. In the event of (a) the payment or
prepayment, whether optional or mandatory, of any principal of any LIBOR Loan
earlier than the last day of an Interest Period applicable thereto (including as
a result of an Event of Default), (b) the conversion of any LIBOR Loan earlier
than the last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any Revolving Loan or Term Loan on the date
specified in any notice delivered pursuant hereto or (d) the assignment of any
LIBOR Loan earlier than the last day of the Interest Period applicable thereto
as a result of a request by Borrower pursuant to Section 2.16(b), then, in any
such event, Borrower shall compensate each Lender for the loss (other than lost
profit or spread), cost and expense attributable to such event. In the case of a
LIBOR Loan, such loss, cost or expense to any Lender shall be deemed to include
an amount determined by such Lender to be the excess, if any, of (i) the amount
of interest which would have accrued on the principal amount of such Loan had
such event not occurred, at the LIBOR Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a
comparable amount and period from other banks in the LIBOR market. A certificate
of any Lender setting forth in reasonable detail any amount or amounts that such
Lender is entitled to receive pursuant to this Section 2.13 shall be delivered
to Borrower (with a copy to the Administrative Agent) and shall be


                                      -45-

<PAGE>

conclusive and binding absent manifest error. Borrower shall pay such Lender the
amount shown as due on any such certificate within 5 days after receipt thereof.

          SECTION 2.14 PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF
SETOFFS.

          (a) Payments Generally. Borrower shall make each payment required to
be made by it hereunder or under any other Loan Document (whether of principal,
interest, fees or Reimbursement Obligations, or of amounts payable under Section
2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly
required hereunder or under such other Loan Document for such payment (or, if no
such time is expressly required, prior to 2:00 p.m., New York City time), on the
date when due, in immediately available funds, without setoff, deduction or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made to the Administrative Agent at its offices at 300
Madison Avenue, New York, New York 10017, except payments to be made directly to
the Issuing Bank as expressly provided herein and except that payments pursuant
to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons
entitled thereto and payments pursuant to other Loan Documents shall be made to
the persons specified therein. The Administrative Agent shall distribute any
such payments received by it for the account of any other person to the
appropriate recipient promptly following receipt thereof. If any payment under
any Loan Document shall be due on a day that is not a Business Day, unless
specified otherwise, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
under each Loan Document shall be made in dollars, except as expressly specified
otherwise.

          (b) Pro Rata Treatment.

          (i) Each payment by Borrower of interest in respect of the Loans shall
     be applied to the amounts of such obligations owing to the Lenders pro rata
     according to the respective amounts then due and owing to the Lenders.

          (ii) Each payment on account of principal of the Term Loans shall be
     allocated among the Term Loan Lenders pro rata based on the principal
     amount of the Term Loans held by the Term Loan Lenders. Each payment by
     Borrower on account of principal of the Revolving Borrowings shall be made
     pro rata according to the respective outstanding principal amounts of the
     Revolving Loans then held by the Revolving Lenders.

          (c) Insufficient Funds. If at any time insufficient funds are received
by and available to the Administrative Agent to pay fully all amounts of
principal, Reimbursement Obligations, interest and fees then due hereunder, such
funds shall be applied (i) first, toward payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, toward
payment of principal and Reimbursement Obligations then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal
and Reimbursement Obligations then due to such parties; provided, that the
Administrative Agent may, subject to any applicable federal, state or foreign
bankruptcy, insolvency, receivership or similar orders, distribute any adequate
protection payments it receives on behalf of the Lenders to the Lenders in its
sole discretion (i.e., whether to pay the earliest accrued interest, all accrued
interest on a pro rata basis or otherwise).


                                      -46-

<PAGE>

          (d) Sharing of Set-Off. If any Lender (and/or the Issuing Bank, which
shall be deemed a "Lender" for purposes of this Section 2.14(d)) shall, by
exercising any right of setoff or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of its Loans or other Obligations
resulting in such Lender's receiving payment of a proportion of the aggregate
amount of its Loans and accrued interest thereon or other Obligations greater
than its pro rata share thereof as provided herein, then the Lender receiving
such greater proportion shall (a) notify the Administrative Agent of such fact,
and (b) purchase (for cash at face value) participations in the Loans and such
other obligations of the other Lenders, or make such other adjustments as shall
be equitable, so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and other amounts owing them,
provided that:

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

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

Each Loan Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable Requirements of Law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against such Loan Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Loan
Party in the amount of such participation. If under applicable bankruptcy,
insolvency or any similar law any Secured Party receives a secured claim in lieu
of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured
Party shall to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights to which the Secured Party
is entitled under this Section 2.14(d) to share in the benefits of the recovery
of such secured claim.

          (e) Borrower Default. Unless the Administrative Agent shall have
received notice from Borrower prior to the date on which any payment is due to
the Administrative Agent for the account of the Lenders or the Issuing Bank
hereunder that Borrower will not make such payment, the Administrative Agent may
assume that Borrower has made such payment on such date in accordance herewith
and may, in reliance upon such assumption, distribute to the Lenders or the
Issuing Bank, as the case may be, the amount due. In such event, if Borrower has
not in fact made such payment, then each of the Lenders or the Issuing Bank, as
the case may be, severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Lender or the Issuing Bank with
interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative
Agent, at the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on
interbank compensation.

          (f) Lender Default. If any Lender shall fail to make any payment
required to be made by it pursuant to Section 2.02(c), 2.14(e), 2.17(d), 2.17(e)
or 10.03(c), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for the account of such Lender to satisfy
such Lender's obligations under such Sections until all such unsatisfied
obligations are fully paid.


                                      -47-

<PAGE>

          SECTION 2.15 TAXES.

          (a) Payments Free of Taxes. Any and all payments by or on account of
any obligation of the Borrower hereunder or under any other Loan Document shall
be made free and clear of and without reduction or withholding for any
Indemnified Taxes or Other Taxes; provided that if the Borrower shall be
required by applicable Requirements of Law to deduct any Indemnified Taxes
(including any Other Taxes) from such payments, then (i) the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent, Lender or Issuing Bank, as the case may be, receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall
timely pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable Requirements of Law.

          (b) Payment of Other Taxes by Borrower. Without limiting the
provisions of paragraph (a) above, Borrower shall timely pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable Requirements
of Law.

          (c) Indemnification by Borrower. Borrower shall indemnify the
Administrative Agent, each Lender and the Issuing Bank, within 10 days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the Issuing Bank, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to Borrower by a Lender or the
Issuing Bank (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be
conclusive absent manifest error.

          (d) Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority,
Borrower shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

          (e) Status of Lenders. Any Foreign Lender shall, to the extent it may
lawfully do so, deliver to Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on
which such Foreign Lender becomes a Lender under this Agreement (and from time
to time thereafter upon the request of Borrower or the Administrative Agent, but
only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:

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

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

          (iii) in the case of a Foreign Lender claiming the benefits of the
     exemption for portfolio interest under Section 881(c) of the Code, (x) a
     certificate, in substantially the form of Exhibit P, or any other form
     approved by the Administrative Agent, to the effect that such Foreign
     Lender is not (A) a "bank" within the meaning of Section 881(c)(3)(A) of
     the Code, (B) a "10


                                      -48-

<PAGE>

     percent shareholder" of Borrower within the meaning of Section 881(c)(3)(B)
     of the Code, or (C) a "controlled foreign corporation" described in Section
     881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue
     Service Form W-8BEN, or

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

          (f) Treatment of Certain Refunds. If the Administrative Agent, a
Lender or the Issuing Bank determines, in its sole discretion, that it has
received a refund of any Indemnified Taxes or Other Taxes as to which it has
been indemnified by Borrower or with respect to which Borrower has paid
additional amounts pursuant to this Section, it shall pay to Borrower an amount
equal to such refund (but only to the extent of indemnity payments made, or
additional amounts paid, by Borrower under this Section with respect to the
Indemnified Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent, such Lender or the Issuing
Bank, as the case may be, and without interest (other than any interest paid by
the relevant Governmental Authority with respect to such refund); provided that
Borrower, upon the request of the Administrative Agent, such Lender or the
Issuing Bank, agrees to repay the amount paid over to Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the Issuing Bank in the
event the Administrative Agent, such Lender or the Issuing Bank is required to
repay such refund to such Governmental Authority. This paragraph shall not be
construed to require the Administrative Agent, any Lender or the Issuing Bank to
make available its tax returns (or any other information relating to its taxes
that it deems confidential) to Borrower or any other person. Notwithstanding
anything to the contrary, in no event will any Lender be required to pay any
amount to Borrower the payment of which would place such Lender in a less
favorable net after-tax position than such Lender would have been in if the
additional amounts giving rise to such refund of any Indemnified Taxes or Other
Taxes had never been paid.

          SECTION 2.16 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

          (a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 2.12, or requires Borrower to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.15, then such Lender shall use reasonable efforts to
designate a different lending office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section
2.12 or 2.15, as the case may be, in the future and (ii) would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such
designation or assignment. A certificate setting forth such costs and expenses
submitted by such Lender to Borrower shall be conclusive absent manifest error.

          (b) Replacement of Lenders. If any Lender requests compensation under
Section 2.12, or if Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.15, or if any Lender defaults in its obligation to fund Loans
hereunder, or if Borrower exercises its replacement rights under Section
10.02(d), then Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions


                                      -49-

<PAGE>

contained in, and consents required by, Section 10.04), all of its interests,
rights and obligations under this Agreement and the other Loan Documents to an
assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that:

          (i) Borrower shall have paid to the Administrative Agent the
     processing and recordation fee specified in Section 10.04(b);

          (ii) such Lender shall have received payment of an amount equal to the
     outstanding principal of its Loans and participations in LC Disbursements,
     accrued interest thereon, accrued fees and all other amounts payable to it
     hereunder and under the other Loan Documents (including any amounts under
     Section 2.13), from the assignee (to the extent of such outstanding
     principal and accrued interest and fees) or Borrower (in the case of all
     other amounts;

          (iii) in the case of any such assignment resulting from a claim for
     compensation under Section 2.12 or payments required to be made pursuant to
     Section 2.15, such assignment will result in a reduction in such
     compensation or payments thereafter; and

          (iv) such assignment does not conflict with applicable Requirements of
     Law.

A Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling Borrower to require such assignment and delegation cease
to apply.

          SECTION 2.17 LETTERS OF CREDIT

          (a) General. Subject to the terms and conditions set forth herein,
Borrower may request the Issuing Bank, and the Issuing Bank agrees, to issue
Letters of Credit for its own account or the account of a Subsidiary in a form
reasonably acceptable to the Administrative Agent and the Issuing Bank, at any
time and from time to time during the Revolving Availability Period (provided
that Borrower shall be a co-applicant, and be jointly and severally liable, with
respect to each Letter of Credit issued for the account of a Subsidiary). The
Issuing Bank shall have no obligation to issue, and Borrower shall not request
the issuance of, any Letter of Credit at any time if after giving effect to such
issuance, the LC Exposure would exceed the LC Commitment or the total Revolving
Exposure would exceed the total Revolving Commitments. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by Borrower to, or entered into by Borrower with, the Issuing Bank
relating to any Letter of Credit, the terms and conditions of this Agreement
shall control.

          (b) Request for Issuance, Amendment, Renewal, Extension; Certain
Conditions and Notices. To request the issuance of a Letter of Credit or the
amendment, renewal or extension of an outstanding Letter of Credit, Borrower
shall deliver, by hand or telecopier (or transmit by electronic communication,
if arrangements for doing so have been approved by the Issuing Bank), an LC
Request to the Issuing Bank and the Administrative Agent not later than 11:00
a.m. on the fifth Business Day preceding the requested date of issuance,
amendment, renewal or extension (or such later date and time as is acceptable to
the Issuing Bank).

          A request for an initial issuance of a Letter of Credit shall specify
in form and detail satisfactory to the Issuing Bank:


                                      -50-

<PAGE>

          (i) the proposed issuance date of the requested Letter of Credit
     (which shall be a Business Day);

          (ii) the amount thereof;

          (iii) the expiry date thereof (which shall not be later than the close
     of business on the Letter of Credit Expiration Date);

          (iv) the name and address of the beneficiary thereof;

          (v) whether the Letter of Credit is to be issued for its own account
     or for the account of one of its Subsidiaries (provided that Borrower shall
     be a co-applicant, and therefore jointly and severally liable, with respect
     to each Letter of Credit issued for the account of a Subsidiary);

          (vi) the documents to be presented by such beneficiary in connection
     with any drawing thereunder;

          (vii) the full text of any certificate to be presented by such
     beneficiary in connection with any drawing thereunder; and

          (viii) such other matters as the Issuing Bank may require.

          A request for an amendment, renewal or extension of any outstanding
Letter of Credit shall specify in form and detail satisfactory to the Issuing
Bank:

          (i) the Letter of Credit to be amended, renewed or extended;

          (ii) the proposed date of amendment, renewal or extension thereof
     (which shall be a Business Day);

          (iii) the nature of the proposed amendment, renewal or extension; and

          (iv) such other matters as the Issuing Bank may require.

If requested by the Issuing Bank, Borrower also shall submit a letter of credit
application on the Issuing Bank's standard form in connection with any request
for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended only if (and, upon issuance, amendment, renewal or extension of each
Letter of Credit, Borrower shall be deemed to represent and warrant that), after
giving effect to such issuance, amendment, renewal or extension, (i) the LC
Exposure shall not exceed the LC Commitment, (ii) the total Revolving Exposures
shall not exceed the total Revolving Commitments and (iii) the conditions set
forth in Article IV in respect of such issuance, amendment, renewal or extension
shall have been satisfied. Unless the Issuing Bank shall agree otherwise, no
Letter of Credit shall be in an initial amount less than $5,000, in the case of
a Commercial Letter of Credit, or $100,000, in the case of a Standby Letter of
Credit.

          Upon the issuance of any Letter of Credit or amendment, renewal,
extension or modification to a Letter of Credit, the Issuing Bank shall promptly
notify the Administrative Agent, who shall promptly notify each Revolving
Lender, thereof, which notice shall be accompanied by a copy of such Letter of
Credit or amendment, renewal, extension or modification to a Letter of Credit
and the amount of such Lender's respective participation in such Letter of
Credit pursuant to Section 2.17(d). On the first


                                      -51-

<PAGE>

Business Day of each calendar month, the Issuing Bank shall provide to the
Administrative Agent a report listing all outstanding Letters of Credit and the
amounts and beneficiaries thereof and the Administrative Agent shall promptly
provide such report to each Revolving Lender.

          (c) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (i) in the case of a Standby Letter of
Credit, (x) the date which is one year after the date of the issuance of such
Standby Letter of Credit (or, in the case of any renewal or extension thereof,
one year after such renewal or extension) and (y) the Letter of Credit
Expiration Date and (ii) in the case of a Commercial Letter of Credit, (x) the
date that is 180 days after the date of issuance of such Commercial Letter of
Credit (or, in the case of any renewal or extension thereof, 180 days after such
renewal or extension) and (y) the Letter of Credit Expiration Date.

          (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby irrevocably grants to each Revolving Lender, and each Revolving Lender
hereby acquires from the Issuing Bank, a participation in such Letter of Credit
equal to such Revolving Lender's Pro Rata Percentage of the aggregate amount
available to be drawn under such Letter of Credit. In consideration and in
furtherance of the foregoing, each Revolving Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of
the Issuing Bank, such Revolving Lender's Pro Rata Percentage of each LC
Disbursement made by the Issuing Bank and not reimbursed by Borrower on the date
due as provided in Section 2.17(e), or of any reimbursement payment required to
be refunded to Borrower for any reason. Each Revolving Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this paragraph
in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the Commitments, or expiration, termination or
cash collateralization of any Letter of Credit and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.

          (e) Reimbursement.

          (i) If the Issuing Bank shall make any LC Disbursement in respect of a
     Letter of Credit, Borrower shall reimburse such LC Disbursement by paying
     to the Issuing Bank an amount equal to such LC Disbursement not later than
     2:00 p.m., New York City time, on the date that such LC Disbursement is
     made if Borrower shall have received notice of such LC Disbursement prior
     to 11:00 a.m., New York City time, on such date, or, if such notice has not
     been received by Borrower prior to such time on such date, then not later
     than 2:00 p.m., New York City time, on the Business Day immediately
     following the day that Borrower receives such notice; provided that
     Borrower may, subject to the conditions to borrowing set forth herein,
     request in accordance with Section 2.03 that such payment be financed with
     ABR Revolving Loans in an equivalent amount and, to the extent so financed,
     Borrower's obligation to make such payment shall be discharged and replaced
     by the resulting ABR Revolving Loans.

          (ii) If Borrower fails to make such payment when due, the Issuing Bank
     shall notify the Administrative Agent and the Administrative Agent shall
     notify each Revolving Lender of the applicable LC Disbursement, the payment
     then due from Borrower in respect thereof and such Revolving Lender's Pro
     Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer
     of immediately available funds to the Administrative Agent not later than
     2:00 p.m., New York City time, on such date (or, if such Revolving Lender
     shall have received such notice later


                                      -52-

<PAGE>

     than 12:00 noon, New York City time, on any day, not later than 11:00 a.m.,
     New York City time, on the immediately following Business Day), an amount
     equal to such Revolving Lender's Pro Rata Percentage of the unreimbursed LC
     Disbursement in the same manner as provided in Section 2.02(c) with respect
     to Revolving Loans made by such Revolving Lender, and the Administrative
     Agent will promptly pay to the Issuing Bank the amounts so received by it
     from the Revolving Lenders. The Administrative Agent will promptly pay to
     the Issuing Bank any amounts received by it from Borrower pursuant to the
     above paragraph prior to the time that any Revolving Lender makes any
     payment pursuant to the preceding sentence and any such amounts received by
     the Administrative Agent from Borrower thereafter will be promptly remitted
     by the Administrative Agent to the Revolving Lenders that shall have made
     such payments and to the Issuing Bank, as appropriate.

          (iii) If any Revolving Lender shall not have made its Pro Rata
     Percentage of such LC Disbursement available to the Administrative Agent as
     provided above, each of such Revolving Lender and Borrower severally agrees
     to pay interest on such amount, for each day from and including the date
     such amount is required to be paid in accordance with the foregoing to but
     excluding the date such amount is paid, to the Administrative Agent for the
     account of the Issuing Bank at (i) in the case of Borrower, the rate per
     annum set forth in Section 2.17(h) and (ii) in the case of such Lender, at
     a rate determined by the Administrative Agent in accordance with banking
     industry rules or practices on interbank compensation.

          (f) Obligations Absolute. The Reimbursement Obligation of Borrower as
provided in Section 2.17(e) shall be absolute, unconditional and irrevocable,
and shall be paid and performed strictly in accordance with the terms of this
Agreement under any and all circumstances whatsoever and irrespective of (i) any
lack of validity or enforceability of any Letter of Credit or this Agreement, or
any term or provision therein; (ii) any draft or other document presented under
a Letter of Credit being proved to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate
in any respect; (iii) payment by the Issuing Bank under a Letter of Credit
against presentation of a draft or other document that fails to comply with the
terms of such Letter of Credit; (iv) any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the
provisions of this Section 2.17, constitute a legal or equitable discharge of,
or provide a right of setoff against, the obligations of Borrower hereunder; (v)
the fact that a Default shall have occurred and be continuing; or (vi) any
material adverse change in the business, property, results of operations,
prospects or condition, financial or otherwise, of Borrower and its
Subsidiaries. None of the Agents, the Lenders, the Issuing Bank or any of their
Affiliates shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be construed to excuse the
Issuing Bank from liability to Borrower to the extent of any direct damages (as
opposed to consequential damages, claims in respect of which are hereby waived
by Borrower to the extent permitted by applicable Requirements of Law) suffered
by Borrower that are caused by the Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or willful misconduct on the part of the
Issuing Bank (as finally determined by a court of competent jurisdiction), the
Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which


                                      -53-

<PAGE>

appear on their face to be in substantial compliance with the terms of a Letter
of Credit, the Issuing Bank may, in its sole discretion, either accept and make
payment upon such documents without responsibility for further investigation,
regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance
with the terms of such Letter of Credit.

          (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
give written notice to the Administrative Agent and Borrower of such demand for
payment and whether the Issuing Bank has made or will make an LC Disbursement
thereunder; provided that any failure to give or delay in giving such notice
shall not relieve Borrower of its Reimbursement Obligation to the Issuing Bank
and the Revolving Lenders with respect to any such LC Disbursement (other than
with respect to the timing of such Reimbursement Obligation set forth in Section
2.17(e)).

          (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless Borrower shall reimburse such LC Disbursement in full
on the date such LC Disbursement is made, the unpaid amount thereof shall bear
interest payable on demand, for each day from and including the date such LC
Disbursement is made to but excluding the date that Borrower reimburses such LC
Disbursement, at the rate per annum determined pursuant to Section 2.06(c).
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to Section 2.17(e) to reimburse the Issuing Bank
shall be for the account of such Lender to the extent of such payment.

          (i) Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Business Day that Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Lenders with LC Exposure representing greater
than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, Borrower shall deposit on terms and in accounts
satisfactory to the Collateral Agent, in the name of the Collateral Agent and
for the benefit of the Revolving Lenders, an amount in cash equal to the LC
Exposure as of such date plus any accrued and unpaid interest thereon; provided
that the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without
demand or other notice of any kind, upon the occurrence of any Event of Default
with respect to Borrower described in Section 8.01(g) or (h). Funds so deposited
shall be applied by the Collateral Agent to reimburse the Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of outstanding Reimbursement
Obligations or, if the maturity of the Loans has been accelerated (but subject
to the consent of Revolving Lenders with LC Exposure representing greater than
50% of the total LC Exposure), be applied to satisfy other Obligations of
Borrower under this Agreement. If Borrower is required to provide an amount of
cash collateral hereunder as a result of the occurrence of an Event of Default,
such amount plus any accrued interest or realized profits with respect to such
amounts (to the extent not applied as aforesaid) shall be returned to Borrower
within three Business Days after all Events of Default have been cured or
waived.

          (j) Additional Issuing Banks. Borrower may, at any time and from time
to time, designate one or more additional Revolving Lenders to act as an issuing
bank under the terms of this Agreement, with the consent of the Administrative
Agent (which consent shall not be unreasonably withheld), the Issuing Bank and
such Revolving Lender(s). Any Lender designated as an issuing bank pursuant to
this paragraph (j) shall be deemed (in addition to being a Revolving Lender) to
be the Issuing Bank


                                      -54-

<PAGE>

with respect to Letters of Credit issued or to be issued by such Revolving
Lender, and all references herein and in the other Loan Documents to the term
"Issuing Bank" shall, with respect to such Letters of Credit, be deemed to refer
to such Revolving Lender in its capacity as Issuing Bank, as the context shall
require.

          (k) Resignation or Removal of the Issuing Bank. The Issuing Bank may
resign as Issuing Bank hereunder at any time upon at least 30 days' prior notice
to the Lenders, the Administrative Agent and Borrower. The Issuing Bank may be
replaced at any time by written agreement among Borrower, each Agent, the
replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent
shall notify the Lenders of any such replacement of the Issuing Bank or any such
additional Issuing Bank. At the time any such resignation or replacement shall
become effective, Borrower shall pay all unpaid fees accrued for the account of
the replaced Issuing Bank pursuant to Section 2.05(c). From and after the
effective date of any such resignation or replacement or addition, as
applicable, (i) the successor or additional Issuing Bank shall have all the
rights and obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued by it thereafter and (ii) references herein to
the term "Issuing Bank" shall be deemed to refer to such successor or such
addition or to any previous Issuing Bank, or to such successor or such addition
and all previous Issuing Banks, as the context shall require. After the
resignation or replacement of an Issuing Bank hereunder, the replaced Issuing
Bank shall remain a party hereto and shall continue to have all the rights and
obligations of an Issuing Bank under this Agreement with respect to Letters of
Credit issued by it prior to such resignation or replacement, but shall not be
required to issue additional Letters of Credit. If at any time there is more
than one Issuing Bank hereunder, Borrower may, in its discretion, select which
Issuing Bank is to issue any particular Letter of Credit.

          (l) Other. The Issuing Bank shall be under no obligation to issue any
Letter of Credit if

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

          (ii) the issuance of such Letter of Credit would violate one or more
     policies of the Issuing Bank.

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

          SECTION 2.18 INCREASE IN COMMITMENTS.

          (a) Borrower Request. Borrower may by written notice to the
Administrative Agent elect to request (x) prior to the Revolving Maturity Date,
an increase to the existing Revolving Commitments


                                      -55-

<PAGE>

and/or (y) the establishment of one or more new Term Loan Commitments (each, an
"INCREMENTAL TERM LOAN COMMITMENT") by an amount not in excess of $25,000,000 in
the aggregate. Each such notice shall specify (i) the date (each, an "INCREASE
EFFECTIVE DATE") on which Borrower proposes that the increased or new
Commitments shall be effective, which shall be a date not less than 10 Business
Days after the date on which such notice is delivered to the Administrative
Agent and (ii) the identity of each Eligible Assignee to whom Borrower proposes
any portion of such increased or new Commitments be allocated and the amounts of
such allocations; provided that any existing Lender approached to provide all or
a portion of the increased or new Commitments may elect or decline, in its sole
discretion, to provide such increased or new Commitment.

          (b) Conditions. The increased or new Commitments shall become
effective, as of such Increase Effective Date; provided that:

          (i) each of the conditions set forth in Section 4.02 shall be
     satisfied;

          (ii) no Default shall have occurred and be continuing or would result
     from the borrowings to be made on the Increase Effective Date;

          (iii) after giving pro forma effect to the borrowings to be made on
     the Increase Effective Date and to any change in Consolidated EBITDA and
     any increase in Indebtedness resulting from the consummation of any
     Permitted Acquisition concurrently with such borrowings as of the date of
     the most recent financial statements delivered pursuant to Section 5.01(a)
     or (b), Borrower shall be in compliance with each of the covenants set
     forth in Section 6.10;

          (iv) Borrower shall make any payments required pursuant to Section
     2.13 in connection with any adjustment of Revolving Loans pursuant to
     Section 2.18(d); and

          (v) Borrower shall deliver or cause to be delivered any legal opinions
     or other documents reasonably requested by the Administrative Agent in
     connection with any such transaction.

          (c) Terms of New Loans and Commitments. The terms and provisions of
Loans made pursuant to the new Commitments shall be as follows:

          (i) terms and provisions of Loans made pursuant to Incremental Term
     Loan Commitments ("INCREMENTAL TERM LOANS") shall be, except as otherwise
     set forth herein or in the Increase Joinder, identical to the Term Loans
     (it being understood that Incremental Term Loans may be a part of the Term
     Loans);

          (ii) the terms and provisions of Revolving Loans made pursuant to new
     Commitments shall be identical to the Revolving Loans;

          (iii) the weighted average life to maturity of any Incremental Term
     Loans shall be no shorter than the weighted average life to maturity of the
     existing Term Loans;

          (iv) the maturity date of Incremental Term Loans (the "INCREMENTAL
     TERM LOAN MATURITY DATE") shall not be earlier than the Final Maturity
     Date;

          (v) the Applicable Margins for the Incremental Term Loans shall be
     determined by Borrower and the Lenders of the Incremental Term Loans;
     provided that in the event that the Applicable Margins for any Incremental
     Term Loans are greater than the Applicable Margins for the Term Loans by
     more than 25 basis points, then the Applicable Margins for the


                                      -56-

<PAGE>

     Term Loans shall be increased to the extent necessary so that the
     Applicable Margins for the Incremental Term Loans are equal to the
     Applicable Margins for the Term Loans plus 25 basis points; provided,
     further, that in determining the Applicable Margins applicable to the Term
     Loans and the Incremental Term Loans, (x) original issue discount ("OID")
     or upfront fees (which shall be deemed to constitute like amounts of OID)
     payable by Borrower to the Lenders of the Term Loans or the Incremental
     Term Loans in the primary syndication thereof shall be included (with OID
     being equated to interest based on an assumed four-year life to maturity)
     and (y) customary arrangement or commitment fees payable to the Sole Lead
     Arranger (or its affiliates) in connection with the Term Loans or to one or
     more arrangers (or their affiliates) of the Incremental Term Loans shall be
     excluded; and

          (vi) to the extent that the terms and provisions of Incremental Term
     Loans are not identical to the Term Loans (except to the extent permitted
     by clause (iv) or (v) above) they shall be reasonably satisfactory to the
     Administrative Agent.

The increased or new Commitments shall be effected by a joinder agreement (the
"INCREASE JOINDER") executed by Borrower, the Administrative Agent and each
Lender making such increased or new Commitment, in form and substance
satisfactory to each of them. The Increase Joinder may, without the consent of
any other Lenders, effect such amendments to this Agreement and the other Loan
Documents as may be necessary or appropriate, in the opinion of the
Administrative Agent, to effect the provisions of this Section 2.18. In
addition, unless otherwise specifically provided herein, all references in Loan
Documents to Revolving Loans shall be deemed, unless the context otherwise
requires, to include references to Revolving Loans made pursuant to new
Commitments and Incremental Term Loans that are Term Loans, respectively, made
pursuant to this Agreement.

          (d) Adjustment of Revolving Loans. To the extent the Commitments being
increased on the relevant Increase Effective Date are Revolving Commitments,
then each of the Revolving Lenders having a Revolving Commitment prior to such
Increase Effective Date (the "PRE-INCREASE REVOLVING LENDERS") shall assign to
any Revolving Lender which is acquiring a new or additional Revolving Commitment
on the Increase Effective Date (the "POST-INCREASE REVOLVING LENDERS"), and such
Post-Increase Revolving Lenders shall purchase from each Pre-Increase Revolving
Lender, at the principal amount thereof, such interests in the Revolving Loans
and participation interests in LC Exposure outstanding on such Increase
Effective Date as shall be necessary in order that, after giving effect to all
such assignments and purchases, such Revolving Loans and participation interests
in LC Exposure will be held by Pre-Increase Revolving Lenders and Post-Increase
Revolving Lenders ratably in accordance with their Revolving Commitments after
giving effect to such increased Revolving Commitments.

          (e) Making of New Term Loans. On any Increase Effective Date on which
new Commitments for Term Loans are effective, subject to the satisfaction of the
foregoing terms and conditions, each Lender of such new Commitment shall make a
Term Loan to Borrower in an amount equal to its new Commitment.

          (f) Equal and Ratable Benefit. The Loans and Commitments established
pursuant to this paragraph shall constitute Loans and Commitments under, and
shall be entitled to all the benefits afforded by, this Agreement and the other
Loan Documents, and shall, without limiting the foregoing, benefit equally and
ratably from the Guarantees and security interests created by the Security
Documents. The Loan Parties shall take any actions reasonably required by the
Administrative Agent to ensure and/or demonstrate that the Lien and security
interests granted by the Security Documents continue to be perfected


                                      -57-

<PAGE>

under the UCC or otherwise after giving effect to the establishment of any such
Class of Term Loans or any such new Commitments.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

          Each Loan Party represents and warrants to the Administrative Agent,
the Collateral Agent, the Issuing Bank and each of the Lenders (with references
to the Companies being references thereto after giving effect to the
Transactions unless otherwise expressly stated) that:

          SECTION 3.01 ORGANIZATION; POWERS. Each Company (a) is duly organized
and validly existing under the laws of the jurisdiction of its organization, (b)
has all requisite power and authority to carry on its business as now conducted
and to own and lease its property and (c) is qualified and in good standing (to
the extent such concept is applicable in the applicable jurisdiction) to do
business in every jurisdiction where such qualification is required, except in
such jurisdictions where the failure to so qualify or be in good standing,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect. There is no existing default under any Organizational
Document of any Company or any event which, with the giving of notice or passage
of time or both, would constitute a default by any party thereunder.

          SECTION 3.02 AUTHORIZATION; ENFORCEABILITY. The Transactions to be
entered into by each Loan Party are within such Loan Party's powers and have
been duly authorized by all necessary action on the part of such Loan Party.
This Agreement has been duly executed and delivered by each Loan Party and
constitutes, and each other Loan Document to which any Loan Party is to be a
party, when executed and delivered by such Loan Party, will constitute, a legal,
valid and binding obligation of such Loan Party, enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

          SECTION 3.03 NO CONFLICTS. Except as set forth on Schedule 3.03, the
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except (i) such
as have been obtained or made and are in full force and effect, (ii) filings
necessary to perfect Liens created by the Loan Documents and (iii) consents,
approvals, registrations, filings, permits or actions the failure to obtain or
perform which could not reasonably be expected to result in a Material Adverse
Effect, (b) will not violate the Organizational Documents of any Company, (c)
will not violate any Requirement of Law, (d) will not violate or result in a
default or require any consent or approval under any indenture, agreement or
other instrument binding upon any Company or its property, or give rise to a
right thereunder to require any payment to be made by any Company, except for
violations, defaults or the creation of such rights that could not reasonably be
expected to result in a Material Adverse Effect, and (e) will not result in the
creation or imposition of any Lien on any property of any Company, except Liens
created by the Loan Documents and Permitted Liens.

          SECTION 3.04 FINANCIAL STATEMENTS; PROJECTIONS.

          (a) Historical Financial Statements. Borrower has heretofore delivered
to the Lenders the consolidated balance sheets and related statements of income,
stockholders' equity and cash flows of Borrower (i) as of and for the last three
fiscal years ended more than 90 days prior to the Closing Date, audited by and
accompanied by the unqualified opinion of KPMG LLP, independent public
accountants,


                                      -58-

<PAGE>

and (ii) as of and for each fiscal month and quarter ended more than 30 but less
than 90 days prior to the Closing Date, and for the comparable periods of the
preceding fiscal year, in each case, certified by the chief financial officer of
Borrower. Such financial statements and all financial statements delivered
pursuant to Sections 5.01(a), (b) and (c) have been prepared in accordance with
GAAP and present fairly and accurately the financial condition and results of
operations and cash flows of Borrower as of the dates and for the periods to
which they relate.

          (b) No Liabilities. Except as set forth in the financial statements
referred to in Section 3.04(a), there are no liabilities of any Company of any
kind, whether accrued, contingent, absolute, determined, determinable or
otherwise, which could reasonably be expected to result in a Material Adverse
Effect, and there is no existing condition, situation or set of circumstances
which could reasonably be expected to result in such a liability, other than
liabilities under the Loan Documents. Since July 31, 2006, there has been no
event, change, circumstance or occurrence that, individually or in the
aggregate, has had or could reasonably be expected to result in a Material
Adverse Effect.

          (c) Pro Forma Financial Statements. Borrower has heretofore delivered
to the Lenders Borrower's unaudited pro forma consolidated balance sheet and pro
forma EBITDA as of and for the twelve-month period ended January 31, 2007, in
each case after giving effect to the Transactions as if they had occurred on the
date of such balance sheet. Such pro forma financial statement and information
have been prepared in good faith by the Loan Parties, based on the assumptions
stated therein (which assumptions are believed by the Loan Parties on the date
hereof and on the Closing Date to be reasonable), are based on the best
information available to the Loan Parties as of the date of delivery thereof,
accurately reflect all adjustments required to be made to give effect to the
Transactions, and in accordance with Regulation S-X, and present fairly in all
material respects the pro forma consolidated financial position and EBITDA of
Borrower as of such date and for such periods, assuming that the Transactions
had occurred at such dates.

          (d) Forecasts. The forecasts of financial performance of Borrower and
its subsidiaries furnished to the Lenders have been prepared in good faith by
Borrower and based on assumptions believed by Borrower to reasonable.

          SECTION 3.05 PROPERTIES.

          (a) Generally. Each Company has good title to, or valid leasehold
interests in, all its property material to its business, free and clear of all
Liens except for, in the case of Collateral, Permitted Collateral Liens and, in
the case of all other material property, Permitted Liens and minor
irregularities or deficiencies in title that, individually or in the aggregate,
do not interfere with its ability to conduct its business as currently conducted
or to utilize such property for its intended purpose. The property of the
Companies, taken as a whole, (i) is in good operating order, condition and
repair (ordinary wear and tear excepted) and (ii) constitutes all the property
which is required for the business and operations of the Companies as presently
conducted.

          (b) Real Property. Schedules 8(a) and 8(b) to the Perfection
Certificate dated the Closing Date contain a true and complete list of each
interest in Real Property (i) owned by any Company as of the date hereof and
describes the type of interest therein held by such Company and whether such
owned Real Property is leased and if leased whether the underlying Lease
contains any option to purchase all or any portion of such Real Property or any
interest therein or contains any right of first refusal relating to any sale of
such Real Property or any portion thereof or interest therein and (ii) leased,
subleased or otherwise occupied or utilized by any Company, as lessee,
sublessee, franchisee or licensee, as of the date


                                      -59-

<PAGE>

hereof and describes the type of interest therein held by such Company and, in
each of the cases described in clauses (i) and (ii) of this Section 3.05(b),
whether any Lease requires the consent of the landlord or tenant thereunder, or
other party thereto, to the Transactions.

          (c) No Casualty Event. No Company has received any notice of, nor has
any knowledge of, the occurrence or pendency or contemplation of any Casualty
Event affecting all or any portion of its property. No Mortgage encumbers
improved Real Property that is located in an area that has been identified by
the Secretary of Housing and Urban Development as an area having special flood
hazards within the meaning of the National Flood Insurance Act of 1968 unless
flood insurance available under such Act has been obtained in accordance with
Section 5.04.

          (d) Collateral. Each Company owns or has rights to use all of the
Collateral and all rights with respect to any of the foregoing used in,
necessary for or material to each Company's business as currently conducted. The
use by each Company of such Collateral and all such rights with respect to the
foregoing do not infringe on the rights of any person other than such
infringement which could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect. No claim has been made and
remains outstanding that any Company's use of any Collateral does or may violate
the rights of any third party that could, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.

          SECTION 3.06 INTELLECTUAL PROPERTY.

          (a) Ownership/No Claims. Each Loan Party owns, or is licensed to use,
all patents, patent applications, trademarks, trade names, servicemarks,
copyrights, technology, trade secrets, proprietary information, domain names,
know-how and processes necessary for the conduct of its business as currently
conducted (the "INTELLECTUAL PROPERTY"), except for those the failure to own or
license which, individually or 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 any Loan Party know of any valid basis for any such claim.
The use of such Intellectual Property by each Loan Party does not infringe the
rights of any person, except for such claims and infringements that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

          (b) Registrations. Except pursuant to licenses and other user
agreements entered into by each Loan Party in the ordinary course of business
that are listed in Schedule 12(a) or 12(b) to the Perfection Certificate, on and
as of the date hereof (i) each Loan Party owns and possesses the right to use,
and has done nothing to authorize or enable any other person to use, any
copyright, patent or trademark (as such terms are defined in the Security
Agreement) listed in Schedule 12(a) or 12(b) to the Perfection Certificate and
(ii) all registrations listed in Schedule 12(a) or 12(b) to the Perfection
Certificate are valid and in full force and effect.

          (c) No Violations or Proceedings. To each Loan Party's knowledge, on
and as of the date hereof, there is no material violation by others of any right
of such Loan Party with respect to any copyright, patent or trademark listed in
Schedule 12(a) or 12(b) to the Perfection Certificate, pledged by it under the
name of such Loan Party except as may be set forth on Schedule 3.06(c).


                                      -60-

<PAGE>

          SECTION 3.07 EQUITY INTERESTS AND SUBSIDIARIES.

          (a) Equity Interests. Schedules 1(a) and 10(a) to the Perfection
Certificate dated the Closing Date set forth a list of (i) all the Subsidiaries
of Borrower and their jurisdictions of organization as of the Closing Date and
(ii) the number of each class of its Equity Interests authorized, and the number
outstanding, on the Closing Date and the number of shares covered by all
outstanding options, warrants, rights of conversion or purchase and similar
rights at the Closing Date. All Equity Interests of each Company are duly and
validly issued and are fully paid and non-assessable, and, other than the Equity
Interests of Borrower, are owned by Borrower, directly or indirectly through
Wholly Owned Subsidiaries. Each Loan Party is the record and beneficial owner
of, and has good and marketable title to, the Equity Interests pledged by it
under the Security Agreement, free of any and all Liens, rights or claims of
other persons, except the security interest created by the Security Agreement,
and there are no outstanding warrants, options or other rights to purchase, or
shareholder, voting trust or similar agreements outstanding with respect to, or
property that is convertible into, or that requires the issuance or sale of, any
such Equity Interests.

          (b) No Consent of Third Parties Required. No consent of any person
including any other general or limited partner, any other member of a limited
liability company, any other shareholder or any other trust beneficiary is
necessary or reasonably desirable (from the perspective of a secured party) in
connection with the creation, perfection or first priority status of the
security interest of the Collateral Agent in any Equity Interests pledged to the
Collateral Agent for the benefit of the Secured Parties under the Security
Agreement or the exercise by the Collateral Agent of the voting or other rights
provided for in the Security Agreement or the exercise of remedies in respect
thereof.

          (c) Organizational Chart. An accurate organizational chart, showing
the ownership structure of Borrower and each Subsidiary on the Closing Date, and
after giving effect to the Transactions, is set forth on Schedule 10(a) to the
Perfection Certificate dated the Closing Date.

          SECTION 3.08 LITIGATION; COMPLIANCE WITH LAWS. There are no actions,
suits or proceedings at law or in equity by or before any Governmental Authority
now pending or, to the knowledge of any Company, threatened against or affecting
any Company or any business, property or rights of any Company (i) that involve
any Loan Document or any of the Transactions or (ii) as to which there is a
reasonable possibility of an adverse determination and that, if adversely
determined, could reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect. Except for matters covered by Section 3.18,
no Company or any of its property is in violation of, nor will the continued
operation of its property as currently conducted violate, any Requirements of
Law (including any zoning or building ordinance, code or approval or any
building permits) or any restrictions of record or agreements affecting any
Company's Real Property or is in default with respect to any Requirement of Law,
where such violation or default, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.

          SECTION 3.09 AGREEMENTS. No Company is a party to any agreement or
instrument or subject to any corporate or other constitutional restriction that
has resulted or could reasonably be expected to result in a Material Adverse
Effect. No Company is in default in any manner under any provision of any
indenture or other agreement or instrument evidencing Indebtedness, or any other
agreement or instrument to which it is a party or by which it or any of its
property is or may be bound, where such default could reasonably be expected to
result in a Material Adverse Effect, and no condition exists which, with the
giving of notice or the lapse of time or both, would constitute such a default.
Schedule 3.09 accurately and completely lists all Material Agreements (other
than leases of Real Property set forth on Schedule 8(a) or 8(b) to the
Perfection Certificate dated the Closing Date) to which any Company


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<PAGE>

is a party which are in effect on the date hereof in connection with the
operation of the business conducted thereby and Borrower has delivered to the
Administrative Agent complete and correct copies of all such Material
Agreements, including any amendments, supplements or modifications with respect
thereto, and all such agreements are in full force and effect.

          SECTION 3.10 FEDERAL RESERVE REGULATIONS. No Company is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of buying or carrying Margin Stock. No part of the
proceeds of any Loan or any Letter of Credit will be used, whether directly or
indirectly, and whether immediately, incidentally or ultimately, for any purpose
that entails a violation of, or that is inconsistent with, the provisions of the
regulations of the Board, including Regulation T, U or X. The pledge of the
Securities Collateral pursuant to the Security Agreement does not violate such
regulations.

          SECTION 3.11 INVESTMENT COMPANY ACT. No Company is an "investment
company" or a company "controlled" by an "investment company," as defined in, or
subject to regulation under, the Investment Company Act of 1940, as amended.

          SECTION 3.12 USE OF PROCEEDS. Borrower will use (a)(i) the first
proceeds of the Term Loans to repay the Existing Credit Agreements (including,
without limitation, any prepayment premium provided therein) on the Closing Date
and pay related fees and expenses, (ii) up to $750,000 of the remaining proceeds
from the Term Loans for general corporate purposes and (iii) all remaining
proceeds of the Term Loans as Capex Term Loan Proceeds for Capital Expenditures
permitted by this Agreement and (b) the proceeds of the Revolving Loans after
the Closing Date for general corporate purposes (including to effect Permitted
Acquisitions).

          SECTION 3.13 TAXES. Each Company has (a) timely filed or caused to be
timely filed all federal Tax Returns and all material state, local and foreign
Tax Returns or materials (or timely extensions) required to have been filed by
it and all such Tax Returns are true and correct in all material respects and
(b) duly and timely paid, collected or remitted or caused to be duly and timely
paid, collected or remitted all Taxes (whether or not shown on any Tax Return)
due and payable, collectible or remittable by it and all assessments received by
it, except Taxes (i) that are being contested in good faith by appropriate
proceedings and for which such Company has set aside on its books adequate
reserves in accordance with GAAP and (ii) which could not, individually or in
the aggregate, have a Material Adverse Effect. Each Company has made adequate
provision in accordance with GAAP for all Taxes not yet due and payable. Each
Company is unaware of any proposed or pending tax assessments, deficiencies or
audits that could be reasonably expected to, individually or in the aggregate,
result in a Material Adverse Effect. No Company has ever been a party to any
understanding or arrangement constituting a "tax shelter" within the meaning of
Section 6111(c), Section 6111(d) or Section 6662(d)(2)(C)(iii) of the Code, or
has ever "participated" in a "reportable transaction" within the meaning of
Treasury Regulation Section 1.6011-4, except as could not be reasonably expected
to, individually or in the aggregate, result in a Material Adverse Effect.

          SECTION 3.14 NO MATERIAL MISSTATEMENTS. No information, report,
financial statement, certificate, Borrowing Request, LC Request, exhibit or
schedule furnished by or on behalf of any Company to the Administrative Agent or
any Lender in connection with the negotiation of any Loan Document or included
therein or delivered pursuant thereto, taken as a whole, or the Confidential
Information Memorandum contained or contains any material misstatement of fact
or omitted or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which


                                      -62-

<PAGE>

they were or are made, not misleading as of the date such information is dated
or certified; provided that to the extent any such information, report,
financial statement, exhibit or schedule was based upon or constitutes a
forecast or projection, each Company represents only that it acted in good faith
and utilized reasonable assumptions and due care in the preparation of such
information, report, financial statement, exhibit or schedule.

          SECTION 3.15 LABOR MATTERS. As of the Closing Date, there are no
strikes, lockouts or slowdowns against any Company pending or, to the knowledge
of any Company, threatened. The hours worked by and payments made to employees
of any Company have not been in violation of the Fair Labor Standards Act of
1938, as amended, or any other applicable federal, state, local or foreign law
dealing with such matters in any manner which could reasonably be expected to
result in a Material Adverse Effect. All payments due from any Company, or for
which any claim may be made against any Company, on account of wages and
employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of such Company except where the failure to
do so could not reasonably be expected to result in a Material Adverse Effect.
The consummation of the Transactions will not give rise to any right of
termination or right of renegotiation on the part of any union under any
collective bargaining agreement to which any Company is bound.

          SECTION 3.16 SOLVENCY. Immediately after the consummation of the
Transactions to occur on the Closing Date and immediately following the making
of each Loan and after giving effect to the application of the proceeds of each
Loan, (a) the fair value of the properties of each Loan Party (on a consolidated
basis with its Subsidiaries) will exceed its debts and liabilities,
subordinated, contingent or otherwise; (b) the present fair saleable value of
the property of each Loan Party (on a consolidated basis with its Subsidiaries)
will be greater than the amount that will be required to pay the probable
liability of its debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured; (c)
each Loan Party (on a consolidated basis with its Subsidiaries) will be able to
pay its debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (d) each Loan Party (on a
consolidated basis with its Subsidiaries) will not have unreasonably small
capital with which to conduct its business in which it is engaged as such
business is now conducted and is proposed to be conducted following the Closing
Date.

          SECTION 3.17 EMPLOYEE BENEFIT PLANS. Each Company and its ERISA
Affiliates is in compliance in all material respects with the applicable
provisions of ERISA and the Code and the regulations and published
interpretations thereunder. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events,
could reasonably be expected to result in material liability of any Company or
any of its ERISA Affiliates or the imposition of a Lien on any of the property
of any Company. The present value of all accumulated benefit obligations of all
underfunded Plans (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than
$250,000 the fair market value of the property of all such underfunded Plans.
Using actuarial assumptions and computation methods consistent with subpart I of
subtitle E of Title IV of ERISA, the aggregate liabilities of each Company or
its ERISA Affiliates to all Multiemployer Plans in the event of a complete
withdrawal therefrom, as of the close of the most recent fiscal year of each
such Multiemployer Plan, could not reasonably be expected to result in a
Material Adverse Effect.

          SECTION 3.18 ENVIRONMENTAL MATTERS.

          (a) Except as set forth in Schedule 3.18 and except as, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect:


                                      -63-

<PAGE>

          (i) The Companies and their businesses, operations and Real Property
     are and in the last six years have been in compliance with, and the
     Companies have no liability under any Environmental Law;

          (ii) The Companies have obtained all Environmental Permits required
     for the conduct of their businesses and operations, and the ownership,
     operation and use of their property, under Environmental Law, all such
     Environmental Permits are valid and in good standing and, under the
     currently effective business plan of the Companies, no expenditures or
     operational adjustments will be required in order to renew or modify such
     Environmental Permits during the next five years;

          (iii) There has been no Release or threatened Release of Hazardous
     Material on, at, under or from any Real Property or facility presently or
     formerly owned, leased or operated by the Companies or their predecessors
     in interest that could result in liability by the Companies under any
     applicable Environmental Law;

          (iv) There is no Environmental Claim pending or, to the knowledge of
     the Companies, threatened against the Companies, or relating to the Real
     Property currently or formerly owned, leased or operated by the Companies
     or their predecessors in interest or relating to the operations of the
     Companies, and there are no actions, activities, circumstances, conditions,
     events or incidents that could form the basis of such an Environmental
     Claim; and

          (v) No person with an indemnity or contribution obligation to the
     Companies relating to compliance with or liability under Environmental Law
     is in default with respect to such obligation.

          (b) Except as set forth in Schedule 3.18:

          (i) No Company is obligated to perform any action or otherwise incur
     any expense under Environmental Law pursuant to any order, decree, judgment
     or agreement by which it is bound or has assumed by contract, agreement or
     operation of law, and no Company is conducting or financing any Response
     pursuant to any Environmental Law with respect to any Real Property or any
     other location;

          (ii) No Real Property or facility owned, operated or leased by the
     Companies and, to the knowledge of the Companies, no Real Property or
     facility formerly owned, operated or leased by the Companies or any of
     their predecessors in interest is (i) listed or proposed for listing on the
     National Priorities List promulgated pursuant to CERCLA or (ii) listed on
     the Comprehensive Environmental Response, Compensation and Liability
     Information System promulgated pursuant to CERCLA or (iii) included on any
     similar list maintained by any Governmental Authority including any such
     list relating to petroleum;

          (iii) No Lien has been recorded or, to the knowledge of any Company,
     threatened under any Environmental Law with respect to any Real Property or
     other assets of the Companies;

          (iv) The execution, delivery and performance of this Agreement and the
     consummation of the transactions contemplated hereby will not require any
     notification, registration, filing, reporting, disclosure, investigation,
     remediation or cleanup pursuant to any Governmental Real Property
     Disclosure Requirements or any other applicable Environmental Law; and


                                      -64-

<PAGE>

          (v) The Companies have made available to the Lenders all material
     records and files in the possession, custody or control of, or otherwise
     reasonably available to, the Companies concerning compliance with or
     liability under Environmental Law, including those concerning the actual or
     suspected existence of Hazardous Material at Real Property or facilities
     currently or formerly owned, operated, leased or used by the Companies.

          SECTION 3.19 INSURANCE. Schedule 3.19 sets forth a true, complete and
correct description of all insurance maintained by each Company as of the
Closing Date. All insurance maintained by the Companies is in full force and
effect, all premiums have been duly paid, no Company has received notice of
violation or cancellation thereof, the properties, and the use, occupancy and
operation thereof, comply in all material respects with all Insurance
Requirements, and there exists no default under any Insurance Requirement. Each
Company has insurance in such amounts and covering such risks and liabilities as
are customary for companies of a similar size engaged in similar businesses in
similar locations.

          SECTION 3.20 SECURITY DOCUMENTS.

          (a) Security Agreement. The Security Agreement is effective to create
in favor of the Collateral Agent for the benefit of the Secured Parties, legal,
valid and enforceable Liens on, and security interests in, the Security
Agreement Collateral and, when (i) financing statements and other filings in
appropriate form are filed in the offices specified on Schedule 7 to the
Perfection Certificate and (ii) upon the taking of possession or control by the
Collateral Agent of the Security Agreement Collateral with respect to which a
security interest may be perfected only by possession or control (which
possession or control shall be given to the Collateral Agent to the extent
possession or control by the Collateral Agent is required by each Security
Agreement), the Liens created by the Security Agreement shall constitute fully
perfected Liens on, and security interests in, all right, title and interest of
the grantors in the Security Agreement Collateral (other than such Security
Agreement Collateral in which a security interest cannot be perfected under the
UCC as in effect at the relevant time in the relevant jurisdiction), in each
case subject to no Liens other than Permitted Collateral Liens.

          (b) PTO Filing; Copyright Office Filing. When the Security Agreement
or a short form thereof is filed in the United States Patent and Trademark
Office and the United States Copyright Office, the Liens created by such
Security Agreement shall constitute fully perfected Liens on, and security
interests in, all right, title and interest of the grantors thereunder in
Patents (as defined in the Security Agreement) registered or applied for with
the United States Patent and Trademark Office or Copyrights (as defined in such
Security Agreement) registered or applied for with the United States Copyright
Office, as the case may be, in each case subject to no Liens other than
Permitted Collateral Liens.

          (c) Mortgages. Each Mortgage is effective to create, in favor of the
Collateral Agent, for its benefit and the benefit of the Secured Parties, legal,
valid and enforceable first priority Liens on, and security interests in, all of
the Loan Parties' right, title and interest in and to the Mortgaged Properties
thereunder and the proceeds thereof, subject only to Permitted Collateral Liens
or other Liens acceptable to the Collateral Agent, and when the Mortgages are
filed in the offices specified in the local counsel opinion delivered with
respect thereto in accordance with the provisions of Sections 5.11 and 5.12, the
Mortgages shall constitute fully perfected Liens on, and security interests in,
all right, title and interest of the Loan Parties in the Mortgaged Properties
and the proceeds thereof, in each case prior and superior in right to any other
person, other than Liens permitted by such Mortgage.


                                      -65-
<PAGE>

          (d) Valid Liens. Each Security Document delivered pursuant to Sections
5.11 and 5.12 will, upon execution and delivery thereof, be effective to create
in favor of the Collateral Agent, for the benefit of the Secured Parties, legal,
valid and enforceable Liens on, and security interests in, all of the Loan
Parties' right, title and interest in and to the Collateral thereunder, and (i)
when all appropriate filings or recordings are made in the appropriate offices
as may be required under applicable law and (ii) upon the taking of possession
or control by the Collateral Agent of such Collateral with respect to which a
security interest may be perfected only by possession or control (which
possession or control shall be given to the Collateral Agent to the extent
required by any Security Document), such Security Document will constitute fully
perfected Liens on, and security interests in, all right, title and interest of
the Loan Parties in such Collateral, in each case subject to no Liens other than
the applicable Permitted Collateral Liens.

          SECTION 3.21 ANTI-TERRORISM LAW. (a) No Loan Party and, to the
knowledge of the Loan Parties, none of its Affiliates is in violation of any
Requirement of Law relating to terrorism or money laundering ("ANTI-TERRORISM
LAWS"), including Executive Order No. 13224 on Terrorist Financing, effective
September 24, 2001 (the "EXECUTIVE ORDER"), and the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, Public Law 107-56.

          (a) No Loan Party and to the knowledge of the Loan Parties, no
Affiliate or broker or other agent of any Loan Party acting or benefiting in any
capacity in connection with the Loans is any of the following:

          (i) a person that is listed in the annex to, or is otherwise subject
     to the provisions of, the Executive Order;

          (ii) a person owned or controlled by, or acting for or on behalf of,
     any person that is listed in the annex to, or is otherwise subject to the
     provisions of, the Executive Order;

          (iii) a person with which any Lender is prohibited from dealing or
     otherwise engaging in any transaction by any Anti-Terrorism Law;

          (iv) a person that commits, threatens or conspires to commit or
     supports "terrorism" as defined in the Executive Order; or

          (v) a person that is named as a "specially designated national and
     blocked person" on the most current list published by the U.S. Treasury
     Department Office of Foreign Assets Control ("OFAC") at its official
     website or any replacement website or other replacement official
     publication of such list.

          (b) No Loan Party and, to the knowledge of the Loan Parties, no broker
or other agent of any Loan Party acting in any capacity in connection with the
Loans (i) conducts any business or engages in making or receiving any
contribution of funds, goods or services to or for the benefit of any person
described in paragraph (b) above, (ii) deals in, or otherwise engages in any
transaction relating to, any property or interests in property blocked pursuant
to the Executive Order, or (iii) engages in or conspires to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding, or
attempts to violate, any of the prohibitions set forth in any Anti-Terrorism
Law.


                                      -66-

<PAGE>

                                   ARTICLE IV

                         CONDITIONS TO CREDIT EXTENSIONS

          SECTION 4.01 CONDITIONS TO INITIAL CREDIT EXTENSION. The obligation of
each Lender and, if applicable, each Issuing Bank to fund the initial Credit
Extension requested to be made by it shall be subject to the prior or concurrent
satisfaction of each of the conditions precedent set forth in this Section 4.01.

          (a) Loan Documents. All legal matters incident to this Agreement, the
Credit Extensions hereunder and the other Loan Documents shall be satisfactory
to the Lenders, to the Issuing Bank and to the Administrative Agent and there
shall have been delivered to the Administrative Agent an executed counterpart of
each of the Loan Documents and the Perfection Certificate.

          (b) Corporate Documents. The Administrative Agent shall have received:

          (i) a certificate of the secretary or assistant secretary of each Loan
     Party dated the Closing Date, certifying (A) that attached thereto is a
     true and complete copy of each Organizational Document of such Loan Party
     certified (to the extent applicable) as of a recent date by the Secretary
     of State of the state of its organization, (B) that attached thereto is a
     true and complete copy of resolutions duly adopted by the Board of
     Directors of such Loan Party authorizing the execution, delivery and
     performance of the Loan Documents to which such person is a party and, in
     the case of Borrower, the borrowings hereunder, and that such resolutions
     have not been modified, rescinded or amended and are in full force and
     effect and (C) as to the incumbency and specimen signature of each officer
     executing any Loan Document or any other document delivered in connection
     herewith on behalf of such Loan Party (together with a certificate of
     another officer as to the incumbency and specimen signature of the
     secretary or assistant secretary executing the certificate in this clause
     (i));

          (ii) a certificate as to the good standing of each Loan Party (in
     so-called "long-form" if available) as of a recent date, from such
     Secretary of State (or other applicable Governmental Authority); and

          (iii) such other documents as the Lenders, the Issuing Bank or the
     Administrative Agent may reasonably request.

          (c) Officers' Certificate. The Administrative Agent shall have
received a certificate, dated the Closing Date and signed by the chief executive
officer and the chief financial officer of Borrower, confirming compliance with
the conditions precedent set forth in this Section 4.01 and Sections 4.02(b) and
(c).

          (d) Financings and Other Transactions, etc.

          (i) The Transactions shall have been consummated or shall be
     consummated simultaneously on the Closing Date, in each case in all
     material respects in accordance with the terms hereof and the terms of the
     Loan Documents, without the waiver or amendment of any such terms not
     approved by the Administrative Agent and the Sole Lead Arranger.

          (ii) The Refinancing shall have been consummated in full to the
     satisfaction of the Lenders with all liens in favor of the existing lenders
     being unconditionally released; the Administrative


                                      -67-

<PAGE>

     Agent shall have received a "pay-off" letter in form and substance
     reasonably satisfactory to the Administrative Agent with respect to all
     debt being refinanced in the Refinancing; and the Administrative Agent
     shall have received from any person holding any Lien securing any such
     debt, such UCC termination statements, mortgage releases, releases of
     assignments of leases and rents, releases of security interests in
     Intellectual Property and other instruments, in each case in proper form
     for recording, as the Administrative Agent shall have reasonably requested
     to release and terminate of record the Liens securing such debt.

          (e) Financial Statements; Pro Forma Balance Sheet; Projections. The
Lenders shall have received and shall be satisfied with the financial statements
described in Section 3.04 and with the forecasts of the financial performance of
Borrower and its Subsidiaries.

          (f) Indebtedness and Minority Interests. After giving effect to the
Transactions and the other transactions contemplated hereby, no Company shall
have outstanding any Indebtedness or preferred stock other than (i) the Loans
and Credit Extensions hereunder, (ii) the Indebtedness listed on Schedule
6.01(b) and (iii) Indebtedness owed to Borrower or any Guarantor.

          (g) Opinions of Counsel. The Administrative Agent shall have received,
on behalf of itself, the other Agents, the Sole Lead Arranger, the Lenders and
the Issuing Bank, a favorable written opinion of (i) BRL Law Group LLC, special
counsel for the Loan Parties and (ii) each local counsel listed on Schedule
4.01(g), in each case (A) dated the Closing Date, (B) addressed to the Agents,
the Issuing Bank and the Lenders and (C) covering the matters set forth in
Exhibit M and such other matters relating to the Loan Documents and the
Transactions as the Administrative Agent shall reasonably request.

          (h) Solvency Certificate. The Administrative Agent shall have received
a solvency certificate in the form of Exhibit N, dated the Closing Date and
signed by the chief financial officer of Borrower.

          (i) Requirements of Law. The Lenders shall be satisfied that Borrower,
its Subsidiaries and the Transactions shall be in full compliance with all
material Requirements of Law, including Regulations T, U and X of the Board, and
shall have received satisfactory evidence of such compliance reasonably
requested by them.

          (j) Consents. The Lenders shall be satisfied that all requisite
Governmental Authorities and third parties shall have approved or consented to
the Transactions, and there shall be no governmental or judicial action, actual
or threatened, that has or would have, singly or in the aggregate, a reasonable
likelihood of restraining, preventing or imposing burdensome conditions on the
Transactions or the other transactions contemplated hereby.

          (k) Litigation. There shall be no litigation, public or private, or
administrative proceedings, governmental investigation or other legal or
regulatory developments, actual or threatened, that, singly or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect, or could
materially and adversely affect the ability of Borrower and the Subsidiaries to
fully and timely perform their respective obligations under the Loan Documents,
or the ability of the parties to consummate the financings contemplated hereby
or the other Transactions.

          (l) Sources and Uses. The sources and uses of the Loans shall be as
set forth in Section 3.12.


                                      -68-

<PAGE>

          (m) Fees. The Sole Lead Arranger and Administrative Agent shall have
received all Fees and other amounts due and payable on or prior to the Closing
Date, including, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses (including the reasonable legal fees and expenses of
Cahill Gordon & Reindel LLP, special counsel to the Agents, and the fees and
expenses of any local counsel, foreign counsel, appraisers, consultants and
other advisors not to exceed $400,000 in the aggregate) required to be
reimbursed or paid by Borrower hereunder or under any other Loan Document.

          (n) Personal Property Requirements. The Collateral Agent shall have
received:

          (i) all certificates, agreements or instruments representing or
     evidencing the Securities Collateral accompanied by instruments of transfer
     and stock powers undated and endorsed in blank;

          (ii) the Intercompany Note executed by and among Borrower and each of
     its Subsidiaries, accompanied by instruments of transfer undated and
     endorsed in blank;

          (iii) all other certificates, agreements, including Control
     Agreements, or instruments necessary to perfect the Collateral Agent's
     security interest in all Chattel Paper, all Instruments, all Deposit
     Accounts and all Investment Property of each Loan Party (as each such term
     is defined in the Security Agreement and to the extent required by the
     Security Agreement);

          (iv) UCC financing statements in appropriate form for filing under the
     UCC, filings with the United States Patent and Trademark Office and United
     States Copyright Office and such other documents under applicable
     Requirements of Law in each jurisdiction as may be necessary or appropriate
     or, in the opinion of the Collateral Agent, desirable to perfect the Liens
     created, or purported to be created, by the Security Documents;

          (v) certified copies of UCC, United States Patent and Trademark Office
     and United States Copyright Office, tax and judgment lien searches,
     bankruptcy and pending lawsuit searches or equivalent reports or searches,
     each of a recent date listing all effective financing statements, lien
     notices or comparable documents that name any Loan Party as debtor and that
     are filed in those state and county jurisdictions in which any Loan Party
     is organized or maintains its principal place of business and such other
     searches that are required by the Perfection Certificate or that the
     Collateral Agent deems necessary or appropriate, none of which encumber the
     Collateral covered or intended to be covered by the Security Documents
     (other than Permitted Collateral Liens or any other Liens acceptable to the
     Collateral Agent);

          (vi) with respect to each location set forth on Schedule 4.01(n)(vi),
     a Landlord Access Agreement or Bailee Letter, as applicable; provided that
     no such Landlord Access Agreement or Bailee Letter shall be required to be
     delivered prior to the Closing Date with respect to any Real Property that
     could not be obtained by such date provided that the applicable Loan Party
     comply with the requirements of Section 5.15(b); and

          (vii) evidence acceptable to the Collateral Agent of payment or
     arrangements for payment by the Loan Parties of all applicable recording
     taxes, fees, charges, costs and expenses required for the recording of the
     Security Documents.

          (o) Insurance. The Administrative Agent shall have received a copy of,
or a certificate as to coverage under, the insurance policies required by
Section 5.04 and the applicable provisions of


                                      -69-

<PAGE>

the Security Documents, each of which shall be endorsed or otherwise amended to
include a "standard" or "New York" lender's loss payable or mortgagee
endorsement (as applicable) and shall name the Collateral Agent, on behalf of
the Secured Parties, as additional insured, in form and substance satisfactory
to the Administrative Agent.

          (p) USA Patriot Act. The Lenders shall have received, sufficiently in
advance of the Closing Date, all documentation and other information that may be
required by the Lenders in order to enable compliance with applicable "know your
customer" and anti-money laundering rules and regulations, including the United
States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "PATRIOT ACT") including the information described in Section 10.13.

          SECTION 4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of
each Lender and each Issuing Bank to make any Credit Extension (including the
initial Credit Extension) shall be subject to, and to the satisfaction of, each
of the conditions precedent set forth below.

          (a) Notice. The Administrative Agent shall have received a Borrowing
Request as required by Section 2.03 (or such notice shall have been deemed given
in accordance with Section 2.03) if Loans are being requested or, in the case of
the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing
Bank and the Administrative Agent shall have received an LC Request as required
by Section 2.17(b).

          (b) No Default. Borrower and each other Loan Party shall be in
compliance in all material respects with all the terms and provisions set forth
herein and in each other Loan Document on its part to be observed or performed,
and, at the time of and immediately after giving effect to such Credit Extension
and the application of the proceeds thereof, no Default shall have occurred and
be continuing on such date.

          (c) Representations and Warranties. Each of the representations and
warranties made by any Loan Party set forth in Article III hereof or in any
other Loan Document shall be true and correct in all material respects (except
that any representation and warranty that is qualified as to "materiality" or
"Material Adverse Effect" shall be true and correct in all respects) on and as
of the date of such Credit Extension with the same effect as though made on and
as of such date, except to the extent such representations and warranties
expressly relate to an earlier date.

          Each of the delivery of a Borrowing Request or an LC Request and the
acceptance by Borrower of the proceeds of such Credit Extension shall constitute
a representation and warranty by Borrower and each other Loan Party that on the
date of such Credit Extension (both immediately before and after giving effect
to such Credit Extension and the application of the proceeds thereof) the
conditions contained in Sections 4.02(b)-(c) have been satisfied. Borrower shall
provide such information (including calculations in reasonable detail of the
covenants in Section 6.10) as the Administrative Agent may reasonably request to
confirm that the conditions in Sections 4.02(b)-(c) have been satisfied.

                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

          Each Loan Party warrants, covenants and agrees with each Lender that
so long as this Agreement shall remain in effect and until the Commitments have
been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document


                                      -70-

<PAGE>

shall have been paid in full and all Letters of Credit have been canceled or
have expired and all amounts drawn thereunder have been reimbursed in full,
unless the Required Lenders shall otherwise consent in writing, each Loan Party
will, and will cause each of its Subsidiaries to:

          SECTION 5.01 FINANCIAL STATEMENTS, REPORTS, ETC. Furnish to the
Administrative Agent and each Lender:

          (a) Annual Reports. As soon as available and in any event within 95
days (or such earlier date on which Borrower is required to file a Form 10-K
under the Exchange Act) after the end of each fiscal year, beginning with the
fiscal year ending July 31, 2007, (i) the consolidated balance sheet of Borrower
as of the end of such fiscal year and related consolidated statements of income,
cash flows and stockholders' equity for such fiscal year, in comparative form
with such financial statements as of the end of, and for, the preceding fiscal
year, and notes thereto (including a note with a consolidating balance sheet and
statements of income and cash flows separating out Borrower and the
Subsidiaries), all prepared in accordance with Regulation S-X and accompanied by
an opinion of KPMG LLP or other independent public accountants of recognized
national standing satisfactory to the Administrative Agent in its reasonable
discretion (which opinion shall not be qualified as to scope or contain any
going concern or other qualification), stating that such financial statements
fairly present, in all material respects, the consolidated financial condition,
results of operations and cash flows of Borrower as of the dates and for the
periods specified in accordance with GAAP, (ii) a management report in a form
reasonably satisfactory to the Administrative Agent setting forth (A) statement
of income items and Consolidated EBITDA of Borrower for such fiscal year,
showing variance, by dollar amount and percentage, from amounts for the previous
fiscal year and budgeted amounts and (B) key operational information and
statistics for such fiscal year consistent with internal and industry-wide
reporting standards, and (iii) a management's discussion and analysis, in a form
reasonably satisfactory to the Administrative Agent, of the financial condition
and results of operations of Borrower for such fiscal year, as compared to
amounts for the previous fiscal year and budgeted amounts (it being understood
that the information required by clauses (i) and (iii) may be furnished in the
form of a Form 10-K);

          (b) Quarterly Reports. As soon as available and in any event within 50
days (or such earlier date on which Borrower is required to file a Form 10-Q
under the Exchange Act) after the end of each of the first three fiscal quarters
of each fiscal year, beginning with the fiscal quarter ending October 31, 2007,
(i) the consolidated balance sheet of Borrower as of the end of such fiscal
quarter and related consolidated statements of income and cash flows for such
fiscal quarter and for the then elapsed portion of the fiscal year, in
comparative form with the consolidated statements of income and cash flows for
the comparable periods in the previous fiscal year, and notes thereto (including
a note with a consolidating balance sheet and statements of income and cash
flows separating out Borrower and the Subsidiaries), all prepared in accordance
with Regulation S-X under the Securities Act and accompanied by a certificate of
a Financial Officer stating that such financial statements fairly present, in
all material respects, the consolidated financial condition, results of
operations and cash flows of Borrower as of the date and for the periods
specified in accordance with GAAP consistently applied, and on a basis
consistent with audited financial statements referred to in clause (a) of this
Section, subject to normal year-end audit adjustments, (ii) a management report
in a form reasonably satisfactory to the Administrative Agent setting forth (A)
statement of income items and Consolidated EBITDA of Borrower for such fiscal
quarter and for the then elapsed portion of the fiscal year, showing variance,
by dollar amount and percentage, from amounts for the comparable periods in the
previous fiscal year and budgeted amounts and (B) key operational information
and statistics for such fiscal quarter and for the then elapsed portion of the
fiscal year consistent with internal and industry-wide reporting standards, and
(iii) a management's discussion and analysis, in a form reasonably satisfactory
to the Administrative Agent, of the financial condition and results of
operations


                                      -71-

<PAGE>

for such fiscal quarter and the then elapsed portion of the fiscal year, as
compared to the comparable periods in the previous fiscal year and budgeted
amounts (it being understood that the information required by clauses (i) and
(iii) may be furnished in the form of a Form 10-Q);

          (c) Monthly Reports. Within 30 days after the end of each of the first
two months of each fiscal quarter, (i) the consolidated balance sheet of
Borrower as of the end of each such month and the related consolidated
statements of income and cash flows of Borrower for such month and for the then
elapsed portion of the fiscal year, in comparative form with the consolidated
statements of income and cash flows for the comparable periods in the previous
fiscal year, accompanied by a certificate of a Financial Officer stating that
such financial statements fairly present, in all material respects, the
consolidated results of operations and cash flows of Borrower as of the date and
for the periods specified in accordance with GAAP consistently applied, subject
to normal year-end audit adjustments and (ii) a management report in a form
reasonably satisfactory to the Administrative Agent setting forth (A) statement
of income items and Consolidated EBITDA of Borrower for such month and for the
then elapsed portion of the fiscal year, showing variance, by dollar amount and
percentage, from amounts for the comparable periods in the previous fiscal year
and budgeted amounts and (B) key operational information and statistics for such
month and for the then elapsed portion of the fiscal year consistent with
internal and industry-wide reporting standards;

          (d) Financial Officer's Certificate. (i) Concurrently with any
delivery of financial statements under Section 5.01(a) or (b), a Compliance
Certificate (A) certifying that no Default has occurred or, if such a Default
has occurred, specifying the nature and extent thereof and any corrective action
taken or proposed to be taken with respect thereto, (B) beginning with the
fiscal quarter ending October 31, 2007, setting forth computations in reasonable
detail satisfactory to the Administrative Agent demonstrating compliance with
the covenants contained in Sections 6.07(e) and 6.10 (including the aggregate
amount of Excluded Issuances for such period and the uses therefor) and,
concurrently with any delivery of financial statements under Section 5.01(a)
above, setting forth Borrower's calculation of Excess Cash Flow and the amount
and uses of any Capex Term Loan Proceeds used during such period and (C) showing
a reconciliation of Consolidated EBITDA to the net income set forth on the
statement of income; and (ii) concurrently with any delivery of financial
statements under Section 5.01(a) above, beginning with the fiscal year ending
July 31, 2007, a report of the accounting firm opining on or certifying such
financial statements stating that in the course of its regular audit of the
financial statements of Borrower and its Subsidiaries, which audit was conducted
in accordance with generally accepted auditing standards, such accounting firm
obtained no knowledge that any Default with respect to any financial covenant
under Section 6.10 has occurred or, if in the opinion of such accounting firm
such a Default has occurred, specifying the nature and extent thereof;

          (e) Financial Officer's Certificate Regarding Collateral. Concurrently
with any delivery of financial statements under Section 5.01(a), a certificate
of a Financial Officer setting forth the information required pursuant to the
Perfection Certificate Supplement or confirming that there has been no change in
such information since the date of the Perfection Certificate or latest
Perfection Certificate Supplement;

          (f) Public Reports. Promptly after the same become publicly available,
copies of all periodic and other reports, proxy statements and other materials
filed by any Company with the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed to holders
of its Indebtedness pursuant to the terms of the documentation governing such
Indebtedness (or any trustee, agent or other representative therefor), as the
case may be;


                                      -72-

<PAGE>

          (g) Management Letters. Promptly after the receipt thereof by any
Company, a copy of any "management letter" received by any such person from its
certified public accountants and the management's responses thereto;

          (h) Budgets. Within 45 days after the beginning of each fiscal year, a
budget for Borrower in form reasonably satisfactory to the Administrative Agent,
but to include balance sheets, statements of income and sources and uses of
cash, for (i) each month of such fiscal year prepared in detail and (ii) each
fiscal year thereafter, through and including the fiscal year in which the Final
Maturity Date occurs, prepared in summary form, in each case, with appropriate
presentation and discussion of the principal assumptions upon which such budgets
are based, accompanied by the statement of a Financial Officer of Borrower to
the effect that the budget of Borrower is a reasonable estimate for the periods
covered thereby and, promptly when available, any significant revisions of such
budget;

          (i) Organization. Concurrently with any delivery of financial
statements under Section 5.01(a), an accurate organizational chart as required
by Section 3.07(c), or confirmation that there are no changes to Schedule 10(a)
to the Perfection Certificate;

          (j) Organizational Documents. Promptly provide copies of any
Organizational Documents that have been amended or modified in accordance with
the terms hereof and deliver a copy of any notice of default given or received
by any Company under any Organizational Document within 15 days after such
Company gives or receives such notice; and

          (k) Other Information. Promptly, from time to time, such other
information regarding the operations, business affairs and financial condition
of any Company, or compliance with the terms of any Loan Document, as the
Administrative Agent or any Lender may reasonably request.

          SECTION 5.02 LITIGATION AND OTHER NOTICES. Furnish to the
Administrative Agent and each Lender written notice of the following promptly
(and, in any event, within three Business Days of the occurrence thereof):

          (a) any Default, specifying the nature and extent thereof and the
corrective action (if any) taken or proposed to be taken with respect thereto;

          (b) the filing or commencement of, or any threat or notice of
intention of any person to file or commence, any action, suit, litigation or
proceeding, whether at law or in equity by or before any Governmental Authority,
(i) against any Company or any Affiliate thereof that could reasonably be
expected to result in a Material Adverse Effect or (ii) with respect to any Loan
Document;

          (c) any development that has resulted in, or could reasonably be
expected to result in a Material Adverse Effect;

          (d) the occurrence of a Casualty Event which could reasonably be
expected to have a Material Adverse Effect or with respect to any property the
fair market value of which shall exceed $1,000,000 as determined in good faith
by the Borrower; and

          (e) (i) the incurrence of any material Lien (other than Permitted
Collateral Liens) on, or claim asserted against any of the Collateral or (ii)
the occurrence of any other event which could materially affect the value of the
Collateral.


                                      -73-

<PAGE>

          SECTION 5.03 EXISTENCE; BUSINESSES AND PROPERTIES.

          (a) Do or cause to be done all things necessary to preserve, renew and
maintain in full force and effect its legal existence, except as otherwise
expressly permitted under Section 6.05 or Section 6.06 or, in the case of any
Subsidiary, where the failure to perform such obligations, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

          (b) Do or cause to be done all things necessary to obtain, preserve,
renew, extend and keep in full force and effect the rights, licenses, permits,
privileges, franchises, authorizations, patents, copyrights, trademarks and
trade names material to the conduct of its business; maintain and operate such
business in substantially the manner in which it is presently conducted and
operated; comply with all applicable Requirements of Law (including any and all
zoning, building, Environmental Law, ordinance, code or approval or any building
permits or any restrictions of record or agreements affecting the Real Property)
and decrees and orders of any Governmental Authority, whether now in effect or
hereafter enacted, except where the failure to comply, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect; pay and perform its obligations under all Leases and Loan Documents; and
at all times maintain, preserve and protect all property material to the conduct
of such business and keep such property in good repair, working order and
condition (other than wear and tear occurring in the ordinary course of
business) and from time to time make, or cause to be made, all needful and
proper repairs, renewals, additions, improvements and replacements thereto
necessary in order that the business carried on in connection therewith may be
properly conducted at all times; provided that nothing in this Section 5.03(b)
shall prevent (i) sales of property, consolidations or mergers by or involving
any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal
by any Company of its qualification as a foreign corporation in any jurisdiction
where such withdrawal, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect; or (iii) the abandonment by any
Company of any rights, franchises, licenses, trademarks, trade names, copyrights
or patents that such person reasonably determines are not useful to its business
or no longer commercially desirable.

          SECTION 5.04 INSURANCE.

          (a) Generally. Keep its insurable property adequately insured at all
times by financially sound and reputable insurers; maintain such other
insurance, to such extent and against such risks as is customary with companies
in the same or similar businesses operating in the same or similar locations,
including insurance with respect to Mortgaged Properties and other properties
material to the business of the Companies against such casualties and
contingencies and of such types and in such amounts with such deductibles as is
customary in the case of similar businesses operating in the same or similar
locations, including (i) physical hazard insurance on an "all risk" basis, (ii)
commercial general liability against claims for bodily injury, death or property
damage covering any and all insurable claims, (iii) explosion insurance in
respect of any boilers, machinery or similar apparatus constituting Collateral,
(iv) business interruption insurance, (v) worker's compensation insurance and
such other insurance as may be required by any Requirement of Law and (vi) such
other insurance against risks as the Administrative Agent may from time to time
require (such policies to be in such form and amounts and having such coverage
as may be reasonably satisfactory to the Administrative Agent and the Collateral
Agent); provided that with respect to physical hazard insurance, neither the
Collateral Agent nor the applicable Company shall agree to the adjustment of any
claim thereunder without the consent of the other (such consent not to be
unreasonably withheld or delayed); provided, further, that no consent of any
Company shall be required during an Event of Default.


                                      -74-

<PAGE>

          (b) Requirements of Insurance. All such insurance shall (i) provide
that no cancellation, material reduction in amount or material change in
coverage thereof shall be effective until at least 30 days after receipt by the
Collateral Agent of written notice thereof, (ii) name the Collateral Agent as
mortgagee (in the case of property insurance) or additional insured on behalf of
the Secured Parties (in the case of liability insurance) or loss payee (in the
case of property insurance), as applicable, (iii) if reasonably requested by the
Collateral Agent, include a breach of warranty clause and (iv) be reasonably
satisfactory in all other respects to the Collateral Agent.

          (c) Notice to Agents. Notify the Administrative Agent and the
Collateral Agent immediately whenever any separate insurance concurrent in form
or contributing in the event of loss with that required to be maintained under
this Section 5.04 is taken out by any Company; and promptly deliver to the
Administrative Agent and the Collateral Agent a duplicate original copy of such
policy or policies.

          (d) Flood Insurance. With respect to each Mortgaged Property, obtain
flood insurance in such total amount as the Administrative Agent or the Required
Lenders may from time to time require, if at any time the area in which any
improvements located on any Mortgaged Property is designated a "flood hazard
area" in any Flood Insurance Rate Map published by the Federal Emergency
Management Agency (or any successor agency), and otherwise comply with the
National Flood Insurance Program as set forth in the Flood Disaster Protection
Act of 1973, as amended from time to time.

          (e) Broker's Report. Deliver to the Administrative Agent and the
Collateral Agent and the Lenders a report of a reputable insurance broker with
respect to such insurance and such supplemental reports with respect thereto as
the Administrative Agent or the Collateral Agent may from time to time
reasonably request.

          (f) Mortgaged Properties. No Loan Party that is an owner of Mortgaged
Property shall take any action that is reasonably likely to be the basis for
termination, revocation or denial of any insurance coverage required to be
maintained under such Loan Party's respective Mortgage or that could be the
basis for a defense to any claim under any Insurance Policy maintained in
respect of the premises, and each Loan Party shall otherwise comply in all
material respects with all Insurance Requirements in respect of the premises;
provided, however, that each Loan Party may, at its own expense and after
written notice to the Administrative Agent, (i) contest the applicability or
enforceability of any such Insurance Requirements by appropriate legal
proceedings, the prosecution of which does not constitute a basis for
cancellation or revocation of any insurance coverage required under this Section
5.04 or (ii) cause the Insurance Policy containing any such Insurance
Requirement to be replaced by a new policy complying with the provisions of this
Section 5.04.

          SECTION 5.05 OBLIGATIONS AND TAXES.

          (a) Payment of Obligations. Pay its Indebtedness and other obligations
promptly and in accordance with their terms and pay and discharge promptly when
due all Taxes, assessments and governmental charges or levies imposed upon it or
upon its income or profits or in respect of its property, before the same shall
become delinquent or in default, as well as all lawful claims for labor,
services, materials and supplies or otherwise that, if unpaid, might give rise
to a Lien other than a Permitted Lien upon such properties or any part thereof;
provided that such payment and discharge shall not be required with respect to
any such Tax, assessment, charge, levy or claim so long as (x)(i) the validity
or amount thereof shall be contested in good faith by appropriate proceedings
timely instituted and diligently conducted and the applicable Company shall have
set aside on its books adequate reserves or other appropriate provisions with
respect thereto in accordance with GAAP, (ii) such contest operates to suspend
collection of


                                      -75-

<PAGE>

the contested obligation, Tax, assessment or charge and enforcement of a Lien
other than a Permitted Lien and (iii) in the case of Collateral, the applicable
Company shall have otherwise complied with the Contested Collateral Lien
Conditions and (y) the failure to pay could not reasonably be expected to result
in a Material Adverse Effect.

          (b) Filing of Returns. Timely and correctly file all material Tax
Returns (or extensions therefor) required to be filed by it. Withhold, collect
and remit all Taxes that it is required to collect, withhold or remit.

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

          SECTION 5.06 EMPLOYEE BENEFITS. (a) Comply in all material respects
with the applicable provisions of ERISA and the Code and (b) furnish to the
Administrative Agent (x) as soon as possible after, and in any event within 5
days after any Responsible Officer of any Company or any ERISA Affiliates of any
Company knows or has reason to know that, any ERISA Event has occurred that,
alone or together with any other ERISA Event could reasonably be expected to
result in liability of the Companies or any of their ERISA Affiliates in an
aggregate amount exceeding $500,000 or the imposition of a Lien, a statement of
a Financial Officer of Borrower setting forth details as to such ERISA Event and
the action, if any, that the Companies propose to take with respect thereto, and
(y) upon request by the Administrative Agent, copies of (i) each Schedule B
(Actuarial Information) to the annual report (Form 5500 Series) filed by any
Company or any ERISA Affiliate with the Internal Revenue Service with respect to
each Plan; (ii) the most recent actuarial valuation report for each Plan; (iii)
all notices received by any Company or any ERISA Affiliate from a Multiemployer
Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such
other documents or governmental reports or filings relating to any Plan (or
employee benefit plan sponsored or contributed to by any Company) as the
Administrative Agent shall reasonably request.

          SECTION 5.07 MAINTAINING RECORDS; ACCESS TO PROPERTIES AND
INSPECTIONS; ANNUAL MEETINGS.

          (a) Keep proper books of record and account in which full, true and
correct entries in conformity with GAAP and all Requirements of Law are made of
all dealings and transactions in relation to its business and activities. Each
Company will permit any representatives designated by the Administrative Agent
or any Lender to visit and inspect the financial records and the property of
such Company at reasonable times and as often as reasonably requested and to
make extracts from and copies of such financial records, and permit any
representatives designated by the Administrative Agent or any Lender to discuss
the affairs, finances, accounts and condition of any Company with the officers
and employees thereof and advisors therefor (including independent accountants).

          (b) Within 150 days after the end of each fiscal year of the
Companies, at the request of the Administrative Agent or Required Lenders, hold
a meeting (at a mutually agreeable location, venue and time or, at the option of
the Administrative Agent, by conference call, the costs of such venue or call to
be paid by Borrower) with all Lenders who choose to attend such meeting, at
which meeting shall be reviewed the financial results of the previous fiscal
year and the financial condition of the Companies and the budgets presented for
the current fiscal year of the Companies.


                                      -76-

<PAGE>

          SECTION 5.08 USE OF PROCEEDS. Use the proceeds of the Loans only for
the purposes set forth in Section 3.12 and request the issuance of Letters of
Credit only for the purposes set forth in the definition of Commercial Letter of
Credit or Standby Letter of Credit, as the case may be.

          SECTION 5.09 COMPLIANCE WITH ENVIRONMENTAL LAWS; ENVIRONMENTAL
REPORTS.

          (a) Comply, and cause all lessees and other persons occupying Real
Property of any Company to comply, in all material respects with all
Environmental Laws and Environmental Permits applicable to its operations and
Real Property; obtain and renew all material Environmental Permits applicable to
its operations and Real Property; and conduct all Responses required by, and in
accordance with, Environmental Laws; provided that no Company shall be required
to undertake any Response to the extent that its obligation to do so is being
contested in good faith and by proper proceedings and appropriate reserves are
being maintained with respect to such circumstances in accordance with GAAP.

          (b) If a Default caused by reason of a breach of Section 3.18 or
Section 5.09(a) shall have occurred and be continuing for more than 20 days
without the Companies commencing activities reasonably likely to cure such
Default in accordance with Environmental Laws, at the written request of the
Administrative Agent or the Required Lenders through the Administrative Agent,
provide to the Lenders within 45 days after such request, at the expense of
Borrower, an environmental assessment report regarding the matters which are the
subject of such Default, including, where appropriate, soil and/or groundwater
sampling, prepared by an environmental consulting firm and, in the form and
substance, reasonably acceptable to the Administrative Agent and indicating the
presence or absence of Hazardous Materials and the estimated cost of any
compliance or Response to address them.

          SECTION 5.10 INTEREST RATE PROTECTION. No later than the 30th day
after the Closing Date, Borrower shall enter into, and for a minimum of three
years thereafter maintain, Hedging Agreements with terms and conditions
acceptable to the Administrative Agent that result in at least 50% of the
aggregate principal amount of Borrower's Consolidated Indebtedness other than
Revolving Loans being effectively subject to a fixed or maximum interest rate
acceptable to the Administrative Agent.

          SECTION 5.11 ADDITIONAL COLLATERAL; ADDITIONAL GUARANTORS.

          (a) Subject to this Section 5.11, with respect to any property
acquired after the Closing Date by any Loan Party that is intended to be subject
to the Lien created by any of the Security Documents but is not so subject,
promptly (and in any event within 30 days after the acquisition thereof) (i)
execute and deliver to the Administrative Agent and the Collateral Agent such
amendments or supplements to the relevant Security Documents or such other
documents as the Administrative Agent or the Collateral Agent shall deem
necessary or advisable to grant to the Collateral Agent, for its benefit and for
the benefit of the other Secured Parties, a Lien on such property subject to no
Liens other than Permitted Collateral Liens, and (ii) take all actions necessary
to cause such Lien to be duly perfected to the extent required by such Security
Document in accordance with all applicable Requirements of Law, including the
filing of financing statements in such jurisdictions as may be reasonably
requested by the Administrative Agent. Borrower shall otherwise take such
actions and execute and/or deliver to the Collateral Agent such documents as the
Administrative Agent or the Collateral Agent shall require to confirm the
validity, perfection and priority of the Lien of the Security Documents on such
after-acquired properties.

          (b) With respect to any person that is or becomes a Subsidiary after
the Closing Date, promptly (and in any event within 30 days after such person
becomes a Subsidiary) (i) deliver to the Collateral Agent the certificates, if
any, representing all of the Equity Interests of such Subsidiary, together


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with undated stock powers or other appropriate instruments of transfer executed
and delivered in blank by a duly authorized officer of the holder(s) of such
Equity Interests, and all intercompany notes owing from such Subsidiary to any
Loan Party together with instruments of transfer executed and delivered in blank
by a duly authorized officer of such Loan Party and (ii) cause such new
Subsidiary (A) to execute a Joinder Agreement or such comparable documentation
to become a Subsidiary Guarantor and a joinder agreement to the applicable
Security Agreement, substantially in the form annexed thereto or, in the case of
a Foreign Subsidiary, execute a security agreement compatible with the laws of
such Foreign Subsidiary's jurisdiction in form and substance reasonably
satisfactory to the Administrative Agent, and (B) to take all actions necessary
or advisable in the opinion of the Administrative Agent or the Collateral Agent
to cause the Lien created by the applicable Security Agreement to be duly
perfected to the extent required by such agreement in accordance with all
applicable Requirements of Law, including the filing of financing statements in
such jurisdictions as may be reasonably requested by the Administrative Agent or
the Collateral Agent. Notwithstanding the foregoing, (1) the Equity Interests
required to be delivered to the Collateral Agent pursuant to clause (i) of this
Section 5.11(b) shall not include any Equity Interests of a Foreign Subsidiary
created or acquired after the Closing Date and (2) no Foreign Subsidiary shall
be required to take the actions specified in clause (ii) of this Section
5.11(b), if, in the case of either clause (1) or (2), doing so would constitute
an investment of earnings in United States property under Section 956 (or a
successor provision) of the Code, which investment would or could reasonably be
expected to trigger a material increase in the net income of a United States
shareholder of such Subsidiary pursuant to Section 951 (or a successor
provision) of the Code, as reasonably determined by the Administrative Agent;
provided that this exception shall not apply to (A) Voting Stock of any
Subsidiary which is a first-tier controlled foreign corporation (as defined in
Section 957(a) of the Code) representing 66% of the total voting power of all
outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests
not constituting Voting Stock of any such Subsidiary, except that any such
Equity Interests constituting "stock entitled to vote" within the meaning of
Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for
purposes of this Section 5.11(b).

          (c) Promptly grant to the Collateral Agent, within 30 days of the
acquisition thereof, a security interest in and Mortgage on (i) each Real
Property owned in fee by such Loan Party as is acquired by such Loan Party after
the Closing Date and that, together with any improvements thereon, individually
has a fair market value of at least $250,000, and (ii) unless the Collateral
Agent otherwise consents, each leased Real Property of such Loan Party which
lease individually has a fair market value of at least $250,000, in each case,
as additional security for the Secured Obligations (unless the subject property
is already mortgaged to a third party to the extent permitted by Section 6.02).
Such Mortgages shall be granted pursuant to documentation reasonably
satisfactory in form and substance to the Administrative Agent and the
Collateral Agent and shall constitute valid and enforceable perfected Liens
subject only to Permitted Collateral Liens or other Liens acceptable to the
Collateral Agent. The Mortgages or instruments related thereto shall be duly
recorded or filed in such manner and in such places as are required by law to
establish, perfect, preserve and protect the Liens in favor of the Collateral
Agent required to be granted pursuant to the Mortgages and all taxes, fees and
other charges payable in connection therewith shall be paid in full. Such Loan
Party shall otherwise take such actions and execute and/or deliver to the
Collateral Agent such documents as the Administrative Agent or the Collateral
Agent shall require to confirm the validity, perfection and priority of the Lien
of any existing Mortgage or new Mortgage against such after-acquired Real
Property (including a Title Policy, a Survey and local counsel opinion (in form
and substance reasonably satisfactory to the Administrative Agent and the
Collateral Agent) in respect of such Mortgage).

          (d) Borrower may designate any Subsidiary acquired or formed after the
Closing Date as a Non-Guarantor Subsidiary by written notice to the
Administrative Agent; provided, however,


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that if at any time any Non-Guarantor Subsidiary or group of Non-Guarantor
Subsidiaries in the aggregate (other than any Foreign Subsidiary that is not
required to take the actions specified in Section 5.11(b)(ii) by operation of
the last sentence of Section 5.11(b)) not otherwise subject to Section 5.11(b)
has assets with either a book value or fair market value in excess of $250,000,
then Borrower shall, and shall cause one or more of such Subsidiaries to, comply
with Section 5.11(b) within the time frames set forth therein so that no
Non-Guarantor Subsidiary or group of Non-Guarantor Subsidiaries in the aggregate
holds property having either a book value or fair market value in excess of
$250,000.

          SECTION 5.12 SECURITY INTERESTS; FURTHER ASSURANCES. Promptly, upon
the reasonable request of the Administrative Agent, the Collateral Agent or any
Lender, at Borrower's expense, execute, acknowledge and deliver, or cause the
execution, acknowledgment and delivery of, and thereafter register, file or
record, or cause to be registered, filed or recorded, in an appropriate
governmental office, any document or instrument supplemental to or confirmatory
of the Security Documents or otherwise deemed by the Administrative Agent or the
Collateral Agent reasonably necessary or desirable for the continued validity,
perfection and priority of the Liens on the Collateral covered thereby subject
to no other Liens except Permitted Collateral Liens, or obtain any consents or
waivers as may be necessary or appropriate in connection therewith. Deliver or
cause to be delivered to the Administrative Agent and the Collateral Agent from
time to time such other documentation, consents, authorizations, approvals and
orders in form and substance reasonably satisfactory to the Administrative Agent
and the Collateral Agent as the Administrative Agent and the Collateral Agent
shall reasonably deem necessary to perfect or maintain the Liens on the
Collateral pursuant to the Security Documents. Upon the exercise by the
Administrative Agent, the Collateral Agent or any Lender of any power, right,
privilege or remedy pursuant to any Loan Document which requires any consent,
approval, registration, qualification or authorization of any Governmental
Authority execute and deliver all applications, certifications, instruments and
other documents and papers that the Administrative Agent, the Collateral Agent
or such Lender may require. If the Administrative Agent, the Collateral Agent or
the Required Lenders determine that they are required by a Requirement of Law to
have appraisals prepared in respect of the Real Property of any Loan Party
constituting Collateral, Borrower shall provide to the Administrative Agent
appraisals that satisfy the applicable requirements of the Real Estate Appraisal
Reform Amendments of FIRREA and are otherwise in form and substance satisfactory
to the Administrative Agent and the Collateral Agent.

          SECTION 5.13 INFORMATION REGARDING COLLATERAL.

          (a) Not effect any change (i) in any Loan Party's legal name, (ii) in
the location of any Loan Party's chief executive office, (iii) in any Loan
Party's identity or organizational structure, (iv) in any Loan Party's Federal
Taxpayer Identification Number or organizational identification number, if any,
or (v) in any Loan Party's jurisdiction of organization (in each case, including
by merging with or into any other entity, reorganizing, dissolving, liquidating,
reorganizing or organizing in any other jurisdiction), until (A) it shall have
given the Collateral Agent and the Administrative Agent not less than 30 days'
prior written notice (in the form of an Officers' Certificate), or such lesser
notice period agreed to by the Collateral Agent, of its intention so to do,
clearly describing such change and providing such other information in
connection therewith as the Collateral Agent or the Administrative Agent may
reasonably request and (B) it shall have taken all action reasonably
satisfactory to the Collateral Agent to maintain the perfection and priority of
the security interest of the Collateral Agent for the benefit of the Secured
Parties in the Collateral, if applicable. Each Loan Party agrees to promptly
provide the Collateral Agent with certified Organizational Documents reflecting
any of the changes described in the preceding sentence. Each Loan Party also
agrees to promptly notify the Collateral Agent of any change in the location of
any office in which it maintains books or records relating to Collateral owned
by it or any office or facility at which Collateral is located (including the
establishment of any such new office or facility),


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<PAGE>

other than changes in location to a Mortgaged Property or a leased property
subject to a Landlord Access Agreement.

          (b) Concurrently with the delivery of financial statements pursuant to
Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a
Perfection Certificate Supplement and a certificate of a Financial Officer and
the chief legal officer of Borrower certifying that all UCC financing statements
(including fixture filings, as applicable) or other appropriate filings,
recordings or registrations, including all refilings, rerecordings and
reregistrations, containing a description of the Collateral have been filed of
record in each governmental, municipal or other appropriate office in each
jurisdiction necessary to protect and perfect the security interests and Liens
under the Security Documents for a period of not less than 18 months after the
date of such certificate (except as noted therein with respect to any
continuation statements to be filed within such period).

          SECTION 5.14 AFFIRMATIVE COVENANTS WITH RESPECT TO LEASES. With
respect to each Lease, the respective Loan Party shall perform all the
obligations imposed upon it by the landlord under such Lease and enforce all of
the tenant's obligations thereunder, except where the failure to so perform or
enforce could not reasonably be expected to result in a Material Adverse Effect.

          SECTION 5.15 POST-CLOSING MATTERS.

          (a) Within thirty (30) calendar days following the Closing Date, the
each Loan Party shall deliver or cause to be delivered to the Collateral Agent,
for the benefit of the Lenders, original stock certificates, accompanied by
original instruments of transfer and stock powers undated and endorsed in blank,
satsifying the requirements of Section 5.11(b) with respect each direct and
indirect first-tier Foreign Subsidiary of the Borrower;

          (b) Each Loan Party shall use its commercially reasonable effort to
cause to be executed and delivered to the Administrative Agent for the benefit
of the Lenders, Landlord Access Agreements for each of the locations set forth
in Schedule 4.01(n)(vi) duly executed by the applicable landlord; and

          (c) Within thirty (30) calendar days following the Closing Date (as
such period may be extended from time to time in the discretion of the
Administrative Agent), evidence reasonably satisfactory to the Administrative
Agent evidencing the termination and release of the recorded security interests
or the satisfaction of all obligations of each Company relating to Indebtedness
incurred in connection with the acquisition of AppliedTheory which Indebtedness
has been repaid prior to the date hereof.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

          Each Loan Party warrants, covenants and agrees with each Lender that,
so long as this Agreement shall remain in effect and until the Commitments have
been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document have been paid in full
and all Letters of Credit have been canceled or have expired and all amounts
drawn


                                      -80-

<PAGE>

thereunder have been reimbursed in full, unless the Required Lenders shall
otherwise consent in writing, no Loan Party will, nor will they cause or permit
any Subsidiaries to:

          SECTION 6.01 INDEBTEDNESS. Incur, create, assume or permit to exist,
directly or indirectly, any Indebtedness, except

          (a) Indebtedness incurred under this Agreement and the other Loan
Documents;

          (b) (i) Indebtedness outstanding on the Closing Date and listed on
Schedule 6.01(b), (ii) refinancings or renewals thereof; provided that (A) any
such refinancing Indebtedness is in an aggregate principal amount not greater
than the aggregate principal amount of the Indebtedness being renewed or
refinanced, plus the amount of any premiums required to be paid thereon and
reasonable fees and expenses associated therewith, (B) such refinancing
Indebtedness has a later or equal final maturity and longer or equal weighted
average life than the Indebtedness being renewed or refinanced and (C) the
covenants, events of default, subordination and other provisions thereof
(including any guarantees thereof) shall be, in the aggregate, no less favorable
to the Lenders than those contained in the Indebtedness being renewed or
refinanced;

          (c) Indebtedness under Hedging Obligations with respect to interest
rates, foreign currency exchange rates or commodity prices, in each case not
entered into for speculative purposes; provided that if such Hedging Obligations
relate to interest rates, (i) such Hedging Obligations relate to payment
obligations on Indebtedness otherwise permitted to be incurred by the Loan
Documents and (ii) the notional principal amount of such Hedging Obligations at
the time incurred does not exceed the principal amount of the Indebtedness to
which such Hedging Obligations relate;

          (d) Indebtedness permitted by Section 6.04(f);

          (e) Indebtedness (i) in respect of Purchase Money Obligations and
Capital Lease Obligations, and refinancings or renewals thereof, in an aggregate
amount not to exceed $6.0 million at any time outstanding and (ii) of one or
more Foreign Subsidiaries incorporated in the United Kingdom not to exceed
$10,000,000 in the aggregate over the term of this Agreement, less the amount of
the repayments thereof, the proceeds of which are used to fund the buildout
and/or improvements to a data center in the United Kingdom ("Permitted UK
Datasite Buildout Indebtedness");

          (f) Indebtedness in respect of bid, performance or surety bonds,
workers' compensation claims, self-insurance obligations and bankers acceptances
issued for the account of any Company in the ordinary course of business,
including guarantees or obligations of any Company with respect to letters of
credit supporting such bid, performance or surety bonds, workers' compensation
claims, self-insurance obligations and bankers acceptances (in each case other
than for an obligation for money borrowed), in the ordinary course of business;

          (g) Contingent Obligations of any Loan Party in respect of
Indebtedness otherwise permitted under this Section 6.01;

          (h) Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument inadvertently
(except in the case of daylight overdrafts) drawn against insufficient funds in
the ordinary course of business; provided, however, that such Indebtedness is
extinguished within five Business Days of incurrence;


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<PAGE>

          (i) Indebtedness arising in connection with endorsement of instruments
for deposit in the ordinary course of business;

          (j) unsecured Indebtedness of any Company in an aggregate amount not
to exceed $1.0 million at any time outstanding; and

          (k) Permitted Subordinated Indebtedness.

          SECTION 6.02 LIENS. Create, incur, assume or permit to exist, directly
or indirectly, any Lien on any property now owned or hereafter acquired by it or
on any income or revenues or rights in respect of any thereof, except the
following (collectively, the "PERMITTED LIENS"):

          (a) inchoate Liens for taxes, assessments or governmental charges or
levies not yet due and payable or delinquent and Liens for taxes, assessments or
governmental charges or levies, which (i) are being contested in good faith by
appropriate proceedings for which adequate reserves have been established in
accordance with GAAP, which proceedings (or orders entered in connection with
such proceedings) have the effect of preventing the forfeiture or sale of the
property subject to any such Lien, and (ii) in the case of any such charge or
claim which has or may become a Lien against any of the Collateral, such Lien
and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

          (b) Liens in respect of property of any Company imposed by
Requirements of Law, which were incurred in the ordinary course of business and
do not secure Indebtedness for borrowed money, such as carriers',
warehousemen's, materialmen's, landlords', workmen's, suppliers', repairmen's
and mechanics' Liens and other similar Liens arising in the ordinary course of
business, and (i) which do not in the aggregate materially detract from the
value of the property of the Companies, taken as a whole, and do not materially
impair the use thereof in the operation of the business of the Companies, taken
as a whole, (ii) which, if they secure obligations that are then due and unpaid,
are being contested in good faith by appropriate proceedings for which adequate
reserves have been established in accordance with GAAP, which proceedings (or
orders entered in connection with such proceedings) have the effect of
preventing the forfeiture or sale of the property subject to any such Lien, and
(iii) in the case of any such Lien which has or may become a Lien against any of
the Collateral, such Lien and the contest thereof shall satisfy the Contested
Collateral Lien Conditions;

          (c) any Lien in existence on the Closing Date and set forth on
Schedule 6.02(c) and any Lien granted as a replacement or substitute therefor;
provided that any such replacement or substitute Lien (i) except as permitted by
Section 6.01(b)(ii)(A), does not secure an aggregate amount of Indebtedness, if
any, greater than that secured on the Closing Date and (ii) does not encumber
any property other than the property subject thereto on the Closing Date (any
such Lien, an "EXISTING LIEN");

          (d) easements, rights-of-way, restrictions (including zoning
restrictions), covenants, licenses, encroachments, protrusions and other similar
charges or encumbrances, and minor title deficiencies on or with respect to any
Real Property, in each case whether now or hereafter in existence, not (i)
securing Indebtedness, (ii) individually or in the aggregate materially
impairing the value or marketability of such Real Property or (iii) individually
or in the aggregate materially interfering with the ordinary conduct of the
business of the Companies at such Real Property;

          (e) Liens arising out of judgments, attachments or awards not
resulting in a Default and in respect of which such Company shall in good faith
be prosecuting an appeal or proceedings for review in respect of which there
shall be secured a subsisting stay of execution pending such appeal or


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<PAGE>

proceedings and, in the case of any such Lien which has or may become a Lien
against any of the Collateral, such Lien and the contest thereof shall satisfy
the Contested Collateral Lien Conditions;

          (f) Liens (other than any Lien imposed by ERISA) (x) imposed by
Requirements of Law or deposits made in connection therewith in the ordinary
course of business in connection with workers' compensation, unemployment
insurance and other types of social security legislation, (y) incurred in the
ordinary course of business to secure the performance of tenders, statutory
obligations (other than excise taxes), surety, stay, customs and appeal bonds,
statutory 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) or (z) arising by virtue of
deposits made in the ordinary course of business to secure liability for
premiums to insurance carriers; provided that (i) with respect to clauses (x),
(y) and (z) of this paragraph (f), such Liens are for amounts not yet due and
payable or delinquent or, to the extent such amounts are so due and payable,
such amounts are being contested in good faith by appropriate proceedings for
which adequate reserves have been established in accordance with GAAP, which
proceedings for orders entered in connection with such proceedings have the
effect of preventing the forfeiture or sale of the property subject to any such
Lien, (ii) to the extent such Liens are not imposed by Requirements of Law, such
Liens shall in no event encumber any property other than cash and Cash
Equivalents, (iii) in the case of any such Lien against any of the Collateral,
such Lien and the contest thereof shall satisfy the Contested Collateral Lien
Conditions and (iv) the aggregate amount of deposits at any time pursuant to
clause (y) and clause (z) of this paragraph (f) shall not exceed $250,000 in the
aggregate;

          (g) Leases of the properties of any Company granted by such Company to
third parties, in each case entered into in the ordinary course of such
Company's business so long as such Leases are subordinate in all respects to the
Liens granted and evidenced by the Security Documents and do not, individually
or in the aggregate, (i) interfere in any material respect with the ordinary
conduct of the business of any Company or (ii) materially impair the use (for
its intended purposes) or the value of the property subject thereto;

          (h) Liens arising out of conditional sale, title retention,
consignment or similar arrangements for the sale of goods entered into by any
Company in the ordinary course of business in accordance with the past practices
of such Company;

          (i) Liens securing Indebtedness incurred pursuant to Section 6.01(e);
provided that any such Liens attach only to the property being financed pursuant
to such Indebtedness and do not encumber any other property of any Company;

          (j) bankers' Liens, rights of setoff and other similar Liens existing
solely with respect to cash and Cash Equivalents on deposit in one or more
accounts maintained by any Company, in each case granted in the ordinary course
of business in favor of the bank or banks with which such accounts are
maintained, securing amounts owing to such bank with respect to cash management
and operating account arrangements, including those involving pooled accounts
and netting arrangements; provided that, unless such Liens are non-consensual
and arise by operation of law, in no case shall any such Liens secure (either
directly or indirectly) the repayment of any Indebtedness;

          (k) Liens on property of a person existing at the time such person is
acquired or merged with or into or consolidated with any Company to the extent
permitted hereunder (and not created in anticipation or contemplation thereof);
provided that such Liens do not extend to property not subject


                                      -83-

<PAGE>

to such Liens at the time of acquisition (other than improvements thereon) and
are no more favorable to the lienholders than such existing Lien;

          (l) Liens granted pursuant to the Security Documents to secure the
Secured Obligations;

          (m) licenses of Intellectual Property granted by any Company in the
ordinary course of business and not interfering in any material respect with the
ordinary conduct of business of the Companies;

          (n) the filing of UCC financing statements solely as a precautionary
measure in connection with operating leases or consignment of goods;

          (o) Liens incurred in the ordinary course of business of any Company
with respect to obligations that do not in the aggregate exceed $500,000 at any
time outstanding, so long as such Liens, to the extent covering any Collateral,
are junior to the Liens granted pursuant to the Security Documents;

provided, however, that no consensual Liens shall be permitted to exist,
directly or indirectly, on any Securities Collateral, other than Liens granted
pursuant to the Security Documents.

          SECTION 6.03 SALE AND LEASEBACK TRANSACTIONS. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred (a "SALE AND LEASEBACK
TRANSACTION") unless (i) the sale of such property is permitted by Section 6.06
and (ii) any Liens arising in connection with its use of such property are
permitted by Section 6.02.

          SECTION 6.04 INVESTMENT, LOAN AND ADVANCES. Directly or indirectly,
lend money or credit (by way of guarantee or otherwise) or make advances to any
person, or purchase or acquire any stock, bonds, notes, debentures or other
obligations or securities of, or any other interest in, or make any capital
contribution to, any other person, or purchase or own a futures contract or
otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract (all of the
foregoing, collectively, "INVESTMENTS"), except that the following shall be
permitted:

          (a) the Companies may consummate the Transactions in accordance with
the provisions of the Loan Documents;

          (b) Investments outstanding on the Closing Date and identified on
Schedule 6.04(b);

          (c) the Companies may (i) acquire and hold accounts receivables owing
to any of them if created or acquired in the ordinary course of business and
payable or dischargeable in accordance with customary terms, (ii) invest in,
acquire and hold cash and Cash Equivalents, (iii) endorse negotiable instruments
held for collection in the ordinary course of business or (iv) make lease,
utility and other similar deposits in the ordinary course of business;

          (d) Hedging Obligations incurred pursuant to Section 6.01(c);


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<PAGE>

          (e) loans and advances to directors, employees and officers of
Borrower and the Subsidiaries for bona fide business purposes and to purchase
Equity Interests of Borrower, in an aggregate amount not to exceed $250,000 at
any time outstanding; provided that no loans in violation of Section 402 of the
Sarbanes-Oxley Act shall be permitted hereunder;

          (f) Investments (i) by Borrower in any Subsidiary Guarantor, (ii) by
any Company in Borrower or any Subsidiary Guarantor, (iii) by a Subsidiary
Guarantor in another Subsidiary Guarantor and (iv) by a Subsidiary that is not a
Subsidiary Guarantor in any other Subsidiary that is not a Subsidiary Guarantor;
provided that any Investment in the form of a loan or advance shall be evidenced
by the Intercompany Note and, in the case of a loan or advance by a Loan Party,
pledged by such Loan Party as Collateral pursuant to the Security Documents;

          (g) Investments in securities of trade creditors or customers in the
ordinary course of business received upon foreclosure or pursuant to any plan of
reorganization or liquidation or similar arrangement upon the bankruptcy or
insolvency of such trade creditors or customers;

          (h) Investments made by Borrower or any Subsidiary as a result of
consideration received in connection with an Asset Sale made in compliance with
Section 6.06; and

          (i) other Investments in an aggregate amount not to exceed $500,000 at
any time outstanding.

An Investment shall be deemed to be outstanding to the extent not returned in
the same form as the original Investment to Borrower or any Subsidiary
Guarantor.

          SECTION 6.05 MERGERS AND CONSOLIDATIONS. Wind up, liquidate or
dissolve its affairs or enter into any transaction of merger or consolidation
(or agree to do any of the foregoing at any future time), except that the
following shall be permitted:

          (a) Asset Sales in compliance with Section 6.06;

          (b) acquisitions in compliance with Section 6.07;

          (c) any Company may merge or consolidate with or into Borrower or any
     Subsidiary Guarantor (as long as Borrower is the surviving person in the
     case of any merger or consolidation involving Borrower and a Subsidiary
     Guarantor is the surviving person and remains a Wholly Owned Subsidiary of
     Borrower in any other case); provided that the Lien on and security
     interest in such property granted or to be granted in favor of the
     Collateral Agent under the Security Documents shall be maintained or
     created in accordance with the provisions of Section 5.11 or Section 5.12,
     as applicable; and

          (d) any Subsidiary may dissolve, liquidate or wind up its affairs at
     any time; provided that such dissolution, liquidation or winding up, as
     applicable, could not reasonably be expected to have a Material Adverse
     Effect.

          To the extent the Required Lenders or all the Lenders, as applicable,
waive the provisions of this Section 6.05 with respect to the sale of any
Collateral, or any Collateral is sold as permitted by this Section 6.05, such
Collateral (unless sold to a Company) shall be sold free and clear of the Liens
created by the Security Documents, and, so long as Borrower shall have provided
the Agents such certifications


                                      -85-

<PAGE>

or documents as any Agent shall reasonably request in order to demonstrate
compliance with this Section 6.05, the Agents shall take all actions they deem
appropriate in order to effect the foregoing.

          SECTION 6.06 ASSET SALES. Effect any Asset Sale, or agree to effect
any Asset Sale, except that the following shall be permitted:

          (a) disposition of used, worn out, obsolete or surplus property by any
     Company in the ordinary course of business and the abandonment or other
     disposition of Intellectual Property that is, in the reasonable judgment of
     Borrower, no longer economically practicable to maintain or useful in the
     conduct of the business of the Companies taken as a whole;

          (b) Asset Sales; provided that the aggregate consideration received in
     respect of all Asset Sales pursuant to this clause (b) shall not exceed
     $5,000,000;

          (c) leases of real or personal property in the ordinary course of
     business and in accordance with the applicable Security Documents;

          (d) mergers and consolidations in compliance with Section 6.05; and

          (e) Investments in compliance with Section 6.04.

          To the extent the Required Lenders or all the Lenders, as applicable,
waive the provisions of this Section 6.06 with respect to the sale of any
Collateral, or any Collateral is sold as permitted by this Section 6.06, such
Collateral (unless sold to a Company) shall be sold free and clear of the Liens
created by the Security Documents, and, so long as Borrower shall have provided
the Agents such certifications or documents as any Agent shall reasonably
request in order to demonstrate compliance with this Section 6.06, the Agents
shall take all actions they deem appropriate in order to effect the foregoing.

          SECTION 6.07 ACQUISITIONS. Purchase or otherwise acquire (in one or a
series of related transactions) any part of the property (whether tangible or
intangible) of any person (or agree to do any of the foregoing at any future
time), except that the following shall be permitted:

          (a) Capital Expenditures by Borrower and the Subsidiaries shall be
     permitted to the extent permitted by Section 6.10(c);

          (b) purchases and other acquisitions of inventory, materials,
     equipment and intangible property in the ordinary course of business;

          (c) Investments in compliance with Section 6.04;

          (d) leases of real or personal property in the ordinary course of
     business and in accordance with the applicable Security Documents;

          (e) Permitted Acquisitions; and

          (f) mergers and consolidations in compliance with Section 6.05;

provided that the Lien on and security interest in such property granted or to
be granted in favor of the Collateral Agent under the Security Documents shall
be maintained or created in accordance with the provisions of Section 5.11 or
Section 5.12, as applicable.


                                      -86-
<PAGE>

          SECTION 6.08 DIVIDENDS. Authorize, declare or pay, directly or
indirectly, any Dividends with respect to any Company, except that the following
shall be permitted:

          (a) Dividends by any Company to Borrower or any Guarantor that is a
     Wholly Owned Subsidiary of Borrower; and

          (b) payments to Borrower to permit Borrower, and the subsequent use of
     such payments by Borrower, to repurchase or redeem Qualified Capital Stock
     of Borrower held by officers, directors or employees or former officers,
     directors or employees (or their transferees, estates or beneficiaries
     under their estates) of any Company, upon their death, disability,
     retirement, severance or termination of employment or service; provided
     that the aggregate cash consideration paid for all such redemptions and
     payments shall not exceed, in any fiscal year, $1,000,000.

          SECTION 6.09 TRANSACTIONS WITH AFFILIATES. Enter into, directly or
indirectly, any transaction or series of related transactions, whether or not in
the ordinary course of business, with any Affiliate of any Company (other than
between or among Borrower and one or more Subsidiary Guarantors), other than on
terms and conditions at least as favorable to such Company as would reasonably
be obtained by such Company at that time in a comparable arm's-length
transaction with a person other than an Affiliate, except that the following
shall be permitted:

          (a) Dividends permitted by Section 6.08;

          (b) Investments permitted by Sections 6.04(e) and (f)(i) and (iii);

          (c) reasonable and customary director, officer and employee
     compensation (including bonuses) and other benefits (including retirement,
     health, stock option and other benefit plans) and indemnification
     arrangements, in each case approved by the Board of Directors of Borrower;

          (d) transactions with customers, clients, suppliers, joint venture
     partners or purchasers or sellers of goods and services, in each case in
     the ordinary course of business and otherwise not prohibited by the Loan
     Documents;

          (e) the existence of, and the performance by any Loan Party of its
     obligations under the terms of, any limited liability company, limited
     partnership or other Organizational Document or securityholders agreement
     (including any registration rights agreement or purchase agreement related
     thereto) to which it is a party on the Closing Date and which has been
     disclosed to the Lenders as in effect on the Closing Date, and similar
     agreements that it may enter into thereafter; provided, however, that the
     existence of, or the performance by any Loan Party of obligations under,
     any amendment to any such existing agreement or any such similar agreement
     entered into after the Closing Date shall only be permitted by this Section
     6.09(e) to the extent not more adverse to the interest of the Lenders in
     any material respect, when taken as a whole, than any of such documents and
     agreements as in effect on the Closing Date;

          (f) sales of Qualified Capital Stock of Borrower to Affiliates of
     Borrower not otherwise prohibited by the Loan Documents and the granting of
     registration and other customary rights in connection therewith; and

          (g) any transaction with an Affiliate where the only consideration
     paid by any Loan Party is Qualified Capital Stock of Borrower.


                                      -87-

<PAGE>

          SECTION 6.10 FINANCIAL COVENANTS.

          (a) Maximum Total Leverage Ratio. Permit the Total Leverage Ratio, as
of the last day of any Test Period in effect during any period in the table
below, to exceed the ratio set forth opposite such period in the table below:

<TABLE>
<CAPTION>
TEST PERIOD                               LEVERAGE RATIO
-----------                               --------------
<S>                                       <C>
July 31, 2007                               4.50 to 1.0
October 31, 2007                            4.50 to 1.0
January 31, 2008                            4.25 to 1.0
April 30, 2008                              4.00 to 1.0
July 31, 2008                               3.75 to 1.0
October 31, 2008                            3.50 to 1.0
January 31, 2009                            3.50 to 1.0
April 30, 2009                              3.50 to 1.0
July 31, 2009                               3.50 to 1.0
October 31, 2009                            3.00 to 1.0
January 31, 2010                            3.00 to 1.0
April 30, 2010                              3.00 to 1.0
July 31, 2010                               3.00 to 1.0
October 31, 2010                            2.50 to 1.0
January 31, 2011                            2.50 to 1.0
April 30, 2011                              2.50 to 1.0
July 31, 2011                               2.50 to 1.0
October 31, 2011                            2.50 to 1.0
January 31, 2012                            2.50 to 1.0
April 30, 2012                              2.50 to 1.0
July 31, 2012                               2.50 to 1.0
October 31, 2012                            2.50 to 1.0
January 31, 2013                            2.50 to 1.0
April 30, 2013 and the last day of each
   fiscal quarter thereafter                2.50 to 1.0
</TABLE>

          (b) Minimum Fixed Charge Coverage Ratio. Permit the Consolidated Fixed
Charge Coverage Ratio, for any Test Period in effect during any period in the
table set forth below, to be less than the ratio set forth opposite such period
in the table below:


                                      -88-

<PAGE>

<TABLE>
<CAPTION>
                                           FIXED CHARGE
TEST PERIOD                               COVERAGE RATIO
-----------                               --------------
<S>                                       <C>
July 31, 2007                               1.00 to 1.0
October 31, 2007                            1.00 to 1.0
January 31, 2008                            1.10 to 1.0
April 30, 2008                              1.20 to 1.0
July 31, 2008                               1.30 to 1.0
October 31, 2008                            2.00 to 1.0
January 31, 2009                            2.00 to 1.0
April 30, 2009                              2.00 to 1.0
July 31, 2009                               2.00 to 1.0
October 31, 2009                            3.00 to 1.0
January 31, 2010                            3.00 to 1.0
April 30, 2010                              3.00 to 1.0
July 31, 2010                               3.00 to 1.0
October 31, 2010                            3.50 to 1.0
January 31, 2011                            3.50 to 1.0
April 30, 2011                              3.50 to 1.0
July 31, 2011                               3.50 to 1.0
October 31, 2011                            3.50 to 1.0
January 31, 2012                            3.50 to 1.0
April 30, 2012                              3.50 to 1.0
July 31, 2012                               3.50 to 1.0
October 31, 2012                            3.50 to 1.0
January 31, 2013                            3.50 to 1.0
April 30, 2013 and the last day of each
   fiscal quarter thereafter                3.50 to 1.0
</TABLE>

          (c) Limitation on Capital Expenditures. Permit the aggregate amount of
Capital Expenditures made in any period set forth below, to exceed the amount
set forth opposite such period below:

<TABLE>
<CAPTION>
PERIOD                                       AMOUNT
------                                    -----------
<S>                                       <C>
Fiscal year ending July 31, 2007          $10,400,000
Fiscal year ending July 31, 2008          $ 9,700,000
</TABLE>


                                      -89-

<PAGE>

<TABLE>
<CAPTION>
PERIOD                                       AMOUNT
------                                    -----------
<S>                                       <C>
Fiscal year ending July 31, 2009          $12,000,000
Fiscal year ending July 31, 2010          $11,700,000
Fiscal year ending July 31, 2011          $ 9,500,000
Fiscal year ending July 31, 2012 and
   each fiscal year thereafter            $10,300,000
</TABLE>

provided, however, that (x) if the aggregate amount of Capital Expenditures made
in any fiscal year shall be less than the maximum amount of Capital Expenditures
permitted under this Section 6.10(c) for such fiscal year (before giving effect
to any carryover), then an amount of such shortfall not exceeding 50% of such
maximum amount (without giving effect to clause (z) below) may be added to the
amount of Capital Expenditures permitted under this Section 6.10(c) for the
immediately succeeding (but not any other) fiscal year, (y) in determining
whether any amount is available for carryover, the amount expended in any fiscal
year shall first be deemed to be from the amount allocated to such fiscal year
(before giving effect to any carryover) and (z) the amount set forth in the
table above for any period (i) may be increased by the amount of Net Cash
Proceeds of Excluded Issuances designated for Capital Expenditures for such
period during such period and (ii) shall be exclusive of any Capital
Expenditures to the extent made with Capex Term Loan Proceeds or Permitted UK
Datasite Buildout Indebtedness.

          SECTION 6.11 PREPAYMENTS OF OTHER INDEBTEDNESS; MODIFICATIONS OF
ORGANIZATIONAL DOCUMENTS AND OTHER DOCUMENTS, ETC. Directly or indirectly:

          (a) make any payment or prepayment of principal of, premium, if any,
     or interest on, or redemption, purchase, retirement or defeasance
     (including in substance or legal defeasance), sinking fund or similar
     payment with respect to, Subordinated Indebtedness.;

          (b) amend or modify, or permit the amendment or modification of, any
     provision of any Material Agreement in any manner that is adverse in any
     material respect to the interests of the Lenders; or

          (c) terminate, amend or modify any of its Organizational Documents
     (including (x) by the filing or modification of any certificate of
     designation and (y) any election to treat any Pledged Securities (as
     defined in the Security Agreement) as a "security" under Section 8-103 of
     the UCC other than concurrently with the delivery of certificates
     representing such Pledged Securities to the Collateral Agent) or any
     agreement to which it is a party with respect to its Equity Interests
     (including any stockholders' agreement), or enter into any new agreement
     with respect to its Equity Interests, other than any such amendments or
     modifications or such new agreements which are not adverse in any material
     respect to the interests of the Lenders; provided that Borrower may issue
     such Equity Interests, so long as such issuance is not prohibited by
     Section 6.13 or any other provision of this Agreement, and may amend or
     modify its Organizational Documents to authorize any such Equity Interests.

          SECTION 6.12 LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES.
Directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Subsidiary to (a)
pay dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by Borrower or any Subsidiary, or
pay any Indebtedness


                                      -90-

<PAGE>

owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any
Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary,
except for such encumbrances or restrictions existing under or by reason of (i)
applicable Requirements of Law; (ii) this Agreement and the other Loan
Documents; (iii) the Loan Documents; (iv) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of a
Subsidiary; (v) customary provisions restricting assignment of any agreement
entered into by a Subsidiary in the ordinary course of business; (vi) any holder
of a Lien permitted by Section 6.02 restricting the transfer of the property
subject thereto; (vii) customary restrictions and conditions contained in any
agreement relating to the sale of any property permitted under Section 6.06
pending the consummation of such sale; (viii) any agreement in effect at the
time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement
was not entered into in connection with or in contemplation of such person
becoming a Subsidiary of Borrower; (ix) without affecting the Loan Parties'
obligations under Section 5.11, customary provisions in partnership agreements,
limited liability company organizational governance documents, asset sale and
stock sale agreements and other similar agreements entered into in the ordinary
course of business that restrict the transfer of ownership interests in such
partnership, limited liability company or similar person; (x) restrictions on
cash or other deposits or net worth imposed by suppliers or landlords under
contracts entered into in the ordinary course of business; (xi) any instrument
governing Indebtedness assumed in connection with any Permitted Acquisition,
which encumbrance or restriction is not applicable to any person, or the
properties or assets of any person, other than the person or the properties or
assets of the person so acquired; (xii) in the case of any joint venture which
is not a Loan Party in respect of any matters referred to in clauses (b) and (c)
above, restrictions in such person's Organizational Documents or pursuant to any
joint venture agreement or stockholders agreements solely to the extent of the
Equity Interests of or property held in the subject joint venture or other
entity; or (xiii) any encumbrances or restrictions imposed by any amendments or
refinancings that are otherwise permitted by the Loan Documents of the
contracts, instruments or obligations referred to in clauses (iii) or (viii)
above; provided that such amendments or refinancings are no more materially
restrictive with respect to such encumbrances and restrictions than those prior
to such amendment or refinancing.

          SECTION 6.13 LIMITATION ON ISSUANCE OF CAPITAL STOCK. Solely with
respect to any Subsidiaries of Borrower, issue any Equity Interest (including by
way of sales of treasury stock) or any options or warrants to purchase, or
securities convertible into, any Equity Interest, except (i) for stock splits,
stock dividends and additional issuances of Equity Interests which do not
decrease the percentage ownership of Borrower or any Subsidiaries in any class
of the Equity Interest of such Subsidiary; (ii) Subsidiaries of Borrower formed
after the Closing Date in accordance with Section 6.14 may issue Equity
Interests to Borrower or the Subsidiary of Borrower which is to own such Equity
Interests; and (iii) any Foreign Subsidiary may issue shares of capital stock to
any person (to the extent required by applicable law) in order to qualify such
person as a director of such Foreign Subsidiary. All Equity Interests issued in
accordance with this Section 6.13(b) shall, to the extent required by Sections
5.11 and 5.12 or any Security Agreement or if such Equity Interests are issued
by Borrower, be delivered to the Collateral Agent for pledge pursuant to the
applicable Security Agreement.

          SECTION 6.14 LIMITATION ON CREATION OF SUBSIDIARIES. Establish, create
or acquire any additional Subsidiaries without the prior written consent of the
Required Lenders; provided that, without such consent, Borrower may (i)
establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii)
establish, create or acquire one or more Subsidiaries in connection with an
Investment made pursuant to Section 6.04 or (iii) acquire one or more
Subsidiaries in connection with a Permitted Acquisition, so long as, in each
case, Section 5.11(b) shall be complied with.


                                      -91-
<PAGE>

          SECTION 6.15 BUSINESS. Engage (directly or indirectly) in any business
other than those businesses in which Borrower and its Subsidiaries are engaged
on the Closing Date as described in the Confidential Information Memorandum (or,
in the good faith judgment of the Board of Directors, which are substantially
related thereto or are reasonable extensions thereof).

          SECTION 6.16 LIMITATION ON ACCOUNTING CHANGES. Make or permit any
change in accounting policies or reporting practices, without the consent of the
Required Lenders, which consent shall not be unreasonably withheld, except
changes that are required by GAAP.

          SECTION 6.17 FISCAL YEAR. Change its fiscal year-end to a date other
than July 31.

          SECTION 6.18 LEASE OBLIGATIONS. Create, incur, assume or suffer to
exist any obligations as lessee for the rental or hire of real or personal
property of any kind under leases or agreements to lease having an original term
of one year or more that would cause the direct and contingent liabilities of
Borrower and its Subsidiaries, on a consolidated basis, in respect of all such
obligations to exceed $10.0 million payable in any period of 12 consecutive
months.

          SECTION 6.19 NO FURTHER NEGATIVE PLEDGE. Enter into any agreement,
instrument, deed or lease which prohibits or limits the ability of any Loan
Party to create, incur, assume or suffer to exist any Lien upon any of their
respective properties or revenues, whether now owned or hereafter acquired, or
which requires the grant of any security for an obligation if security is
granted for another obligation, except the following: (1) this Agreement and the
other Loan Documents; (2) covenants in documents creating Liens permitted by
Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3)
any other agreement that does not restrict in any manner (directly or
indirectly) Liens created pursuant to the Loan Documents on any Collateral
securing the Secured Obligations and does not require the direct or indirect
granting of any Lien securing any Indebtedness or other obligation by virtue of
the granting of Liens on or pledge of property of any Loan Party to secure the
Secured Obligations; and (4) any prohibition or limitation that (a) exists
pursuant to applicable Requirements of Law, (b) consists of customary
restrictions and conditions contained in any agreement relating to the sale of
any property permitted under Section 6.06 pending the consummation of such sale,
(c) restricts subletting or assignment of leasehold interests contained in any
Lease governing a leasehold interest of Borrower or a Subsidiary, (d) exists in
any agreement in effect at the time such Subsidiary becomes a Subsidiary of
Borrower, so long as such agreement was not entered into in contemplation of
such person becoming a Subsidiary or (e) is imposed by any amendments or
refinancings that are otherwise permitted by the Loan Documents of the
contracts, instruments or obligations referred to in clause (3) or (5)(d);
provided that such amendments and refinancings are no more materially
restrictive with respect to such prohibitions and limitations than those prior
to such amendment or refinancing.

          SECTION 6.20 ANTI-TERRORISM LAW; ANTI-MONEY LAUNDERING.

          (a) Directly or indirectly, (i) knowingly conduct any business or
engage in making or receiving any contribution of funds, goods or services to or
for the benefit of any person described in Section 3.21, (ii) knowingly deal in,
or otherwise engage in any transaction relating to, any property or interests in
property blocked pursuant to the Executive Order or any other Anti-Terrorism
Law, or (iii) knowingly engage in or conspire to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the
Loan Parties shall deliver to the Lenders any certification or other evidence
requested from time to time by any Lender in its reasonable discretion,
confirming the Loan Parties' compliance with this Section 6.20).


                                      -92-

<PAGE>

          (b) Cause or permit any of the funds of such Loan Party that are used
to repay the Loans to be derived from any unlawful activity with the result that
the making of the Loans would be in violation of any Requirement of Law.

          SECTION 6.21 EMBARGOED PERSON. Cause or permit (a) any of the funds or
properties of the Loan Parties that are used to repay the Loans to constitute
property of, or be beneficially owned directly or indirectly by, any person
subject to sanctions or trade restrictions under United States law ("EMBARGOED
PERSON" or "EMBARGOED PERSONS") that is identified on (1) the "List of Specially
Designated Nationals and Blocked Persons" maintained by OFAC and/or on any other
similar list maintained by OFAC pursuant to any authorizing statute including,
but not limited to, the International Emergency Economic Powers Act, 50 U.S.C.
Sections 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq.,
and any Executive Order or Requirement of Law promulgated thereunder, with the
result that the investment in the Loan Parties (whether directly or indirectly)
is prohibited by a Requirement of Law, or the Loans made by the Lenders would be
in violation of a Requirement of Law, or (2) the Executive Order, any related
enabling legislation or any other similar Executive Orders or (b) any Embargoed
Person to have any direct or indirect interest, of any nature whatsoever in the
Loan Parties, with the result that the investment in the Loan Parties (whether
directly or indirectly) is prohibited by a Requirement of Law or the Loans are
in violation of a Requirement of Law.

                                  ARTICLE VII

                                    GUARANTEE

          SECTION 7.01 THE GUARANTEE. The Guarantors hereby jointly and
severally guarantee, as a primary obligor and not as a surety to each Secured
Party and their respective successors and assigns, the prompt payment in full
when due (whether at stated maturity, by required prepayment, declaration,
demand, by acceleration or otherwise) of the principal of and interest
(including any interest, fees, costs or charges that would accrue but for the
provisions of the Title 11 of the United States Code after any bankruptcy or
insolvency petition under Title 11 of the United States Code) on the Loans made
by the Lenders to, and the Notes held by each Lender of, Borrower, and all other
Secured Obligations from time to time owing to the Secured Parties by any Loan
Party under any Loan Document or any Hedging Agreement or Treasury Services
Agreement entered into with a counterparty that is a Secured Party, in each case
strictly in accordance with the terms thereof (such obligations being herein
collectively called the "GUARANTEED OBLIGATIONS"). The Guarantors hereby jointly
and severally agree that if Borrower or other Guarantor(s) shall fail to pay in
full when due (whether at stated maturity, by acceleration or otherwise) any of
the Guaranteed Obligations, the Guarantors will promptly pay the same in cash,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Guaranteed Obligations, the same
will be promptly paid in full when due (whether at extended maturity, by
acceleration or otherwise) in accordance with the terms of such extension or
renewal.

          SECTION 7.02 OBLIGATIONS UNCONDITIONAL. The obligations of the
Guarantors under Section 7.01 shall constitute a guaranty of payment and to the
fullest extent permitted by applicable Requirements of Law, are absolute,
irrevocable and unconditional, joint and several, irrespective of the value,
genuineness, validity, regularity or enforceability of the Guaranteed
Obligations of Borrower under this Agreement, the Notes, if any, or any other
agreement or instrument referred to herein or therein, or any substitution,
release or exchange of any other guarantee of or security for any of the
Guaranteed Obligations, and, irrespective of any other circumstance whatsoever
that might otherwise constitute a legal or equitable discharge or defense of a
surety or Guarantor (except for payment in full). Without limiting the
generality of the foregoing, it is agreed that the occurrence of any one or more
of the following shall not


                                      -93-
<PAGE>

alter or impair the liability of the Guarantors hereunder which shall remain
absolute, irrevocable and unconditional under any and all circumstances as
described above:

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

          (ii) any of the acts mentioned in any of the provisions of this
     Agreement or the Notes, if any, or any other agreement or instrument
     referred to herein or therein shall be done or omitted;

          (iii) the maturity of any of the Guaranteed Obligations shall be
     accelerated, or any of the Guaranteed Obligations shall be amended in any
     respect, or any right under the Loan Documents or any other agreement or
     instrument referred to herein or therein shall be amended or waived in any
     respect or any other guarantee of any of the Guaranteed Obligations or any
     security therefor shall be released or exchanged in whole or in part or
     otherwise dealt with;

          (iv) any Lien or security interest granted to, or in favor of, Issuing
     Bank or any Lender or Agent as security for any of the Guaranteed
     Obligations shall fail to be perfected; or

          (v) the release of any other Guarantor pursuant to Section 7.09.

          The Guarantors hereby expressly waive diligence, presentment, demand
of payment, protest and all notices whatsoever, and any requirement that any
Secured Party exhaust any right, power or remedy or proceed against Borrower
under this Agreement or the Notes, if any, or any other agreement or instrument
referred to herein or therein, or against any other person under any other
guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors
waive any and all notice of the creation, renewal, extension, waiver,
termination or accrual of any of the Guaranteed Obligations and notice of or
proof of reliance by any Secured Party upon this Guarantee or acceptance of this
Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively
be deemed to have been created, contracted or incurred in reliance upon this
Guarantee, and all dealings between Borrower and the Secured Parties shall
likewise be conclusively presumed to have been had or consummated in reliance
upon this Guarantee. This Guarantee shall be construed as a continuing,
absolute, irrevocable and unconditional guarantee of payment without regard to
any right of offset with respect to the Guaranteed Obligations at any time or
from time to time held by Secured Parties, and the obligations and liabilities
of the Guarantors hereunder shall not be conditioned or contingent upon the
pursuit by the Secured Parties or any other person at any time of any right or
remedy against Borrower or against any other person which may be or become
liable in respect of all or any part of the Guaranteed Obligations or against
any collateral security or guarantee therefor or right of offset with respect
thereto. This Guarantee shall remain in full force and effect and be binding in
accordance with and to the extent of its terms upon the Guarantors and the
successors and assigns thereof, and shall inure to the benefit of the Lenders,
and their respective successors and assigns, notwithstanding that from time to
time during the term of this Agreement there may be no Guaranteed Obligations
outstanding.

          SECTION 7.03 REINSTATEMENT. The obligations of the Guarantors under
this Article VII shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of Borrower or other Loan Party in
respect of the Guaranteed Obligations is rescinded or must be otherwise restored
by any holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise.


                                      -94-

<PAGE>

          SECTION 7.04 SUBROGATION; SUBORDINATION. Each Guarantor hereby agrees
that until the indefeasible payment and satisfaction in full in cash of all
Guaranteed Obligations and the expiration and termination of the Commitments of
the Lenders under this Agreement it shall waive any claim and shall not exercise
any right or remedy, direct or indirect, arising by reason of any performance by
it of its guarantee in Section 7.01, whether by subrogation or otherwise,
against Borrower or any other Guarantor of any of the Guaranteed Obligations or
any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan
Party permitted pursuant to Section 6.01(d) shall be subordinated to such Loan
Party's Secured Obligations in the manner set forth in the Intercompany Note
evidencing such Indebtedness.

          SECTION 7.05 REMEDIES. The Guarantors jointly and severally agree
that, as between the Guarantors and the Lenders, the obligations of Borrower
under this Agreement and the Notes, if any, may be declared to be forthwith due
and payable as provided in Section 8.01 (and shall be deemed to have become
automatically due and payable in the circumstances provided in Section 8.01) for
purposes of Section 7.01, notwithstanding any stay, injunction or other
prohibition preventing such declaration (or such obligations from becoming
automatically due and payable) as against Borrower and that, in the event of
such declaration (or such obligations being deemed to have become automatically
due and payable), such obligations (whether or not due and payable by Borrower)
shall forthwith become due and payable by the Guarantors for purposes of Section
7.01.

          SECTION 7.06 INSTRUMENT FOR THE PAYMENT OF MONEY. Each Guarantor
hereby acknowledges that the guarantee in this Article VII constitutes an
instrument for the payment of money, and consents and agrees that any Lender or
Agent, at its sole option, in the event of a dispute by such Guarantor in the
payment of any moneys due hereunder, shall have the right to bring a
motion-action under New York CPLR Section 3213.

          SECTION 7.07 CONTINUING GUARANTEE. The guarantee in this Article VII
is a continuing guarantee of payment, and shall apply to all Guaranteed
Obligations whenever arising.

          SECTION 7.08 GENERAL LIMITATION ON GUARANTEE OBLIGATIONS. In any
action or proceeding involving any state corporate limited partnership or
limited liability company law, or any applicable state, federal or foreign
bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of any Guarantor under Section 7.01
would otherwise be held or determined to be void, voidable, invalid or
unenforceable, or subordinated to the claims of any other creditors, on account
of the amount of its liability under Section 7.01, then, notwithstanding any
other provision to the contrary, the amount of such liability shall, without any
further action by such Guarantor, any Loan Party or any other person, be
automatically limited and reduced to the highest amount (after giving effect to
the right of contribution established in Section 7.10) that is valid and
enforceable and not subordinated to the claims of other creditors as determined
in such action or proceeding.

          SECTION 7.09 RELEASE OF GUARANTORS. If, in compliance with the terms
and provisions of the Loan Documents, all or substantially all of the Equity
Interests or property of any Guarantor are sold or otherwise transferred (a
"TRANSFERRED GUARANTOR") to a person or persons, none of which is Borrower or a
Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale
or transfer, be automatically released from its obligations under this Agreement
(including under Section 10.03 hereof) and its obligations to pledge and grant
any Collateral owned by it pursuant to any Security Document and, in the case of
a sale of all or substantially all of the Equity Interests of the Transferred
Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant
to the Security Agreements shall be automatically released, and, so long as
Borrower shall have provided the Agents such certifications or


                                      -95-

<PAGE>

documents as any Agent shall reasonably request, the Collateral Agent shall take
such actions as are necessary to effect each release described in this Section
7.09 in accordance with the relevant provisions of the Security Documents, so
long as Borrower shall have provided the Agents such certifications or documents
as any Agent shall reasonably request in order to demonstrate compliance with
this Agreement.

          SECTION 7.10 RIGHT OF CONTRIBUTION. Each Subsidiary Guarantor hereby
agrees that to the extent that a Subsidiary Guarantor shall have paid more than
its proportionate share of any payment made hereunder, such Subsidiary Guarantor
shall be entitled to seek and receive contribution from and against any other
Subsidiary Guarantor hereunder which has not paid its proportionate share of
such payment. Each Subsidiary Guarantor's right of contribution shall be subject
to the terms and conditions of Section 7.04. The provisions of this Section 7.10
shall in no respect limit the obligations and liabilities of any Subsidiary
Guarantor to the Administrative Agent, the Issuing Bank, and the Lenders, and
each Subsidiary Guarantor shall remain liable to the Administrative Agent, the
Issuing Bank, and the Lenders for the full amount guaranteed by such Subsidiary
Guarantor hereunder.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

          SECTION 8.01 EVENTS OF DEFAULT. Upon the occurrence and during the
continuance of the following events ("EVENTS OF DEFAULT"):

          (a) default shall be made in the payment of any principal of any Loan
     or any Reimbursement Obligation when and as the same shall become due and
     payable, whether at the due date thereof (including a Term Loan Repayment
     Date) or at a date fixed for prepayment (whether voluntary or mandatory)
     thereof or by acceleration thereof or otherwise;

          (b) default shall be made in the payment of any interest on any Loan
     or any Fee or any other amount (other than an amount referred to in
     paragraph (a) above) due under any Loan Document, when and as the same
     shall become due and payable, and such default shall continue unremedied
     for a period of three Business Days;

          (c) any representation or warranty made or deemed made in or in
     connection with any Loan Document or the borrowings or issuances of Letters
     of Credit hereunder, or any representation, warranty, statement or
     information contained in any report, certificate, financial statement or
     other instrument furnished in connection with or pursuant to any Loan
     Document, shall prove to have been false or misleading in any material
     respect when so made, deemed made or furnished;

          (d) default shall be made in the due observance or performance by any
     Company of any covenant, condition or agreement contained in Section
     5.02(a), 5.03(a) or 5.08 or in Article VI;

          (e) default shall be made in the due observance or performance by any
     Company of any covenant, condition or agreement contained in any Loan
     Document (other than those specified in paragraphs (a), (b) or (d)
     immediately above) and such default shall continue unremedied or shall not
     be waived for a period of 30 days after written notice thereof from the
     Administrative Agent or any Lender to Borrower;

          (f) any Company shall (i) fail to pay any principal or interest,
     regardless of amount, due in respect of any Indebtedness (other than the
     Obligations), when and as the same shall become


                                      -96-

<PAGE>

     due and payable beyond any applicable grace period, or (ii) fail to observe
     or perform any other term, covenant, condition or agreement contained in
     any agreement or instrument evidencing or governing any such Indebtedness
     if the effect of any failure referred to in this clause (ii) is to cause,
     or to permit the holder or holders of such Indebtedness or a trustee or
     other representative on its or their behalf (with or without the giving of
     notice, the lapse of time or both) to cause, such Indebtedness to become
     due prior to its stated maturity or become subject to a mandatory offer
     purchase by the obligor; provided that it shall not constitute an Event of
     Default pursuant to this paragraph (f) unless the aggregate amount of all
     such Indebtedness referred to in clauses (i) and (ii) exceeds $500,000 at
     any one time (provided that, in the case of Hedging Obligations, the amount
     counted for this purpose shall be the amount payable by all Companies if
     such Hedging Obligations were terminated at such time);

          (g) an involuntary proceeding shall be commenced or an involuntary
     petition shall be filed in a court of competent jurisdiction seeking (i)
     relief in respect of any Company, or of a substantial part of the property
     of any Company, under Title 11 of the United States Code, as now
     constituted or hereafter amended, or any other federal, state or foreign
     bankruptcy, insolvency, receivership or similar law; (ii) the appointment
     of a receiver, trustee, custodian, sequestrator, conservator or similar
     official for any Company or for a substantial part of the property of any
     Company; or (iii) the winding-up or liquidation of any Company; and such
     proceeding or petition shall continue undismissed for 60 days or an order
     or decree approving or ordering any of the foregoing shall be entered;

          (h) any Company shall (i) voluntarily commence any proceeding or file
     any petition seeking relief under Title 11 of the United States Code, as
     now constituted or hereafter amended, or any other federal, state or
     foreign bankruptcy, insolvency, receivership or similar law; (ii) consent
     to the institution of, or fail to contest in a timely and appropriate
     manner, any proceeding or the filing of any petition described in clause
     (g) above; (iii) apply for or consent to the appointment of a receiver,
     trustee, custodian, sequestrator, conservator or similar official for any
     Company or for a substantial part of the property of any Company; (iv) file
     an answer admitting the material allegations of a petition filed against it
     in any such proceeding; (v) make a general assignment for the benefit of
     creditors; (vi) become unable, admit in writing its inability or fail
     generally to pay its debts as they become due; (vii) take any action for
     the purpose of effecting any of the foregoing; or (viii) wind up or
     liquidate;

          (i) one or more judgments, orders or decrees for the payment of money
     in an aggregate amount in excess of $500,000 shall be rendered against any
     Company or any combination thereof and the same shall remain undischarged,
     unvacated or unbonded for a period of 30 consecutive days during which
     execution shall not be effectively stayed, or any action shall be legally
     taken by a judgment creditor to levy upon properties of any Company to
     enforce any such judgment;

          (j) one or more ERISA Events or noncompliance with respect to Foreign
     Plans shall have occurred that, in the opinion of the Required Lenders,
     when taken together with all other such ERISA Events and noncompliance with
     respect to Foreign Plans that have occurred, could reasonably be expected
     to result in a Material Adverse Effect or in the imposition of a Lien on
     any properties of a Company;

          (k) any security interest and Lien purported to be created by any
     Security Document shall cease to be in full force and effect, or shall
     cease to give the Collateral Agent, for the benefit


                                      -97-

<PAGE>

     of the Secured Parties, the Liens, rights, powers and privileges purported
     to be created and granted under such Security Document (including a
     perfected first priority security interest in and Lien on all of the
     Collateral thereunder (except as otherwise expressly provided in such
     Security Document)) in favor of the Collateral Agent, or shall be asserted
     by Borrower or any other Loan Party not to be a valid, perfected, first
     priority (except as otherwise expressly provided in this Agreement or such
     Security Document) security interest in or Lien on the Collateral covered
     thereby;

          (l) any Loan Document or any material provisions thereof shall at any
     time and for any reason be declared by a court of competent jurisdiction to
     be null and void, or a proceeding shall be commenced by any Loan Party or
     any other person, or by any Governmental Authority, seeking to establish
     the invalidity or unenforceability thereof (exclusive of questions of
     interpretation of any provision thereof), or any Loan Party shall repudiate
     or deny any portion of its liability or obligation for the Obligations;

          (m) there shall have occurred a Change in Control; or

          (n) any Company shall be prohibited or otherwise restrained from
     conducting the business theretofore conducted by it in any manner that has
     or could reasonably be expected to result in a Material Adverse Effect by
     virtue of any determination, ruling, decision, decree or order of any court
     or Governmental Authority of competent jurisdiction;

then, and in every such event (other than an event with respect to Borrower
described in paragraph (g) or (h) above), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to Borrower, take either or both of the
following actions, at the same or different times: (i) terminate forthwith the
Commitments and (ii) declare the Loans and Reimbursement Obligations then
outstanding to be forthwith due and payable in whole or in part, whereupon the
principal of the Loans and Reimbursement Obligations so declared to be due and
payable, together with accrued interest thereon and any unpaid accrued Fees and
all other Obligations of Borrower accrued hereunder and under any other Loan
Document, shall become forthwith due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived by Borrower and the Guarantors, anything contained herein or in any other
Loan Document to the contrary notwithstanding; and in any event, with respect to
Borrower described in paragraph (g) or (h) above, the Commitments shall
automatically terminate and the principal of the Loans and Reimbursement
Obligations then outstanding, together with accrued interest thereon and any
unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and
under any other Loan Document, shall automatically become due and payable,
without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived by Borrower and the Guarantors, anything
contained herein or in any other Loan Document to the contrary notwithstanding.

          SECTION 8.02 RESCISSION. If at any time after termination of the
Commitments or acceleration of the maturity of the Loans, Borrower shall pay all
arrears of interest and all payments on account of principal of the Loans and
Reimbursement Obligations owing by it that shall have become due otherwise than
by acceleration (with interest on principal and, to the extent permitted by law,
on overdue interest, at the rates specified herein) and all Defaults (other than
non-payment of principal of and accrued interest on the Loans due and payable
solely by virtue of acceleration) shall be remedied or waived pursuant to
Section 10.02, then upon the written consent of the Required Lenders and written
notice to Borrower, the termination of the Commitments or the acceleration and
their consequences may be rescinded and annulled; but such action shall not
affect any subsequent Default or impair any right or remedy consequent


                                      -98-

<PAGE>

thereon. The provisions of the preceding sentence are intended merely to bind
the Lenders and the Issuing Bank to a decision that may be made at the election
of the Required Lenders, and such provisions are not intended to benefit
Borrower and do not give Borrower the right to require the Lenders to rescind or
annul any acceleration hereunder, even if the conditions set forth herein are
met.

          SECTION 8.03 APPLICATION OF PROCEEDS. The proceeds received by the
Collateral Agent in respect of any sale of, collection from or other realization
upon all or any part of the Collateral pursuant to the exercise by the
Collateral Agent of its remedies shall be applied, in full or in part, together
with any other sums then held by the Collateral Agent pursuant to this
Agreement, promptly by the Collateral Agent as follows:

          (a) First, to the payment of all reasonable costs and expenses, fees,
     commissions and taxes of such sale, collection or other realization
     including compensation to the Collateral Agent and its agents and counsel,
     and all expenses, liabilities and advances made or incurred by the
     Collateral Agent in connection therewith and all amounts for which the
     Collateral Agent is entitled to indemnification pursuant to the provisions
     of any Loan Document, together with interest on each such amount at the
     highest rate then in effect under this Agreement from and after the date
     such amount is due, owing or unpaid until paid in full;

          (b) Second, to the payment of all other reasonable costs and expenses
     of such sale, collection or other realization including compensation to the
     other Secured Parties and their agents and counsel and all costs,
     liabilities and advances made or incurred by the other Secured Parties in
     connection therewith, together with interest on each such amount at the
     highest rate then in effect under this Agreement from and after the date
     such amount is due, owing or unpaid until paid in full;

          (c) Third, without duplication of amounts applied pursuant to clauses
     (a) and (b) above, to the indefeasible payment in full in cash, pro rata,
     of interest and other amounts constituting Obligations (other than
     principal, Reimbursement Obligations and obligations to cash collateralize
     Letters of Credit) and any fees, premiums and scheduled periodic payments
     due under Hedging Agreements or Treasury Services Agreements constituting
     Secured Obligations and any interest accrued thereon, in each case equally
     and ratably in accordance with the respective amounts thereof then due and
     owing;

          (d) Fourth, to the indefeasible payment in full in cash, pro rata, of
     principal amount of the Obligations and any premium thereon (including
     Reimbursement Obligations and obligations to cash collateralize Letters of
     Credit) and any breakage, termination or other payments under Hedging
     Agreements and Treasury Services Agreements constituting Secured
     Obligations and any interest accrued thereon; and

          (e) Fifth, the balance, if any, to the person lawfully entitled
     thereto (including the applicable Loan Party or its successors or assigns)
     or as a court of competent jurisdiction may direct.

          In the event that any such proceeds are insufficient to pay in full
the items described in clauses (a) through (e) of this Section 8.03, the Loan
Parties shall remain liable, jointly and severally, for any deficiency.


                                      -99-

<PAGE>

                                   ARTICLE IX

                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

          SECTION 9.01 APPOINTMENT AND AUTHORITY. Each of the Lenders and the
Issuing Bank hereby irrevocably appoints Canadian Imperial Bank of Commerce,
acting through its New York agency, to act on its behalf as the Administrative
Agent and the Collateral Agent hereunder and under the other Loan Documents and
authorizes such Agents to take such actions on its behalf and to exercise such
powers as are delegated to such Agents by the terms hereof or thereof, together
with such actions and powers as are reasonably incidental thereto. The
provisions of this Article are solely for the benefit of the Administrative
Agent, the Collateral Agent, the Lenders and the Issuing Bank, and neither
Borrower nor any other Loan Party shall have rights as a third party beneficiary
of any of such provisions.

          SECTION 9.02 RIGHTS AS A LENDER. Each person serving as an Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not an Agent and
the term "Lender" or "Lenders" shall, unless otherwise expressly indicated or
unless the context otherwise requires, include each person serving as an Agent
hereunder in its individual capacity. Such person and its Affiliates may accept
deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with Borrower
or any Subsidiary or other Affiliate thereof as if such person were not an Agent
hereunder and without any duty to account therefor to the Lenders.

          SECTION 9.03 EXCULPATORY PROVISIONS(a) . No Agent shall have any
duties or obligations except those expressly set forth herein and in the other
Loan Documents. Without limiting the generality of the foregoing, no Agent:

          (i) shall be subject to any fiduciary or other implied duties,
     regardless of whether a Default has occurred and is continuing;

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

          (iii) shall, except as expressly set forth herein and in the other
     Loan Documents, have any duty to disclose, and shall not be liable for the
     failure to disclose, any information relating to Borrower or any of its
     Affiliates that is communicated to or obtained by the person serving as
     such Agent or any of its Affiliates in any capacity.

No Agent shall be liable for any action taken or not taken by it (x) with the
consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as such Agent shall believe
in good faith shall be necessary, under the circumstances as provided in Section
10.02) or (y) in the absence of its own gross negligence or willful misconduct.
No Agent shall be deemed to have knowledge of any Default unless and until
notice describing such Default is given to such Agent by Borrower, a Lender or
the Issuing Bank.


                                     -100-

<PAGE>

          No Agent shall be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or
therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any condition
set forth in Article IV or elsewhere herein, other than to confirm receipt of
items expressly required to be delivered to such Agent. Without limiting the
generality of the foregoing, the use of the term "agent" in this Agreement with
reference to the Administrative Agent or the Collateral Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable law. Instead, such term us used merely as a
matter of market custom and is intended to create or reflect only an
administrative relationship between independent contracting parties.

          Each party to this Agreement acknowledges and agrees that the
Administrative Agent will use an outside service provider for the tracking of
all UCC financing statements required to be filed pursuant to the Loan Documents
and notification to the Administrative Agent, of, among other things, the
upcoming lapse or expiration thereof, and that such service provider will be
deemed to be acting at the request and on behalf of Borrower and the other Loan
Parties. No Agent shall be liable for any action taken or not taken by such
service provider.

          SECTION 9.04 RELIANCE BY AGENT. Each Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper person. Each Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made
by the proper person, and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder to the making of a Loan, or
the issuance of a Letter of Credit, that by its terms must be fulfilled to the
satisfaction of a Lender or the Issuing Bank, the Administrative Agent may
presume that such condition is satisfactory to such Lender or the Issuing Bank
unless the Administrative Agent shall have received notice to the contrary from
such Lender or the Issuing Bank prior to the making of such Loan or the issuance
of such Letter of Credit. Each Agent may consult with legal counsel (who may be
counsel for Borrower), independent accountants and other experts selected by it,
and shall not be liable for any action taken or not taken by it in accordance
with the advice of any such counsel, accountants or experts.

          SECTION 9.05 DELEGATION OF DUTIES. Each Agent may perform any and all
of its duties and exercise its rights and powers hereunder or under any other
Loan Document by or through, or delegate any and all such rights and powers to,
any one or more sub-agents appointed by such Agent. Each Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and
powers by or through their respective Related Parties. The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Related
Parties of each Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Agent.

          SECTION 9.06 RESIGNATION OF AGENT. Each Agent may at any time give
notice of its resignation to the Lenders, the Issuing Bank and Borrower. Upon
receipt of any such notice of resignation, the Required Lenders shall have the
right, in consultation with Borrower, to appoint a successor, which shall be a
bank with an office in the United States, or an Affiliate of any such bank with
an office


                                     -101-

<PAGE>

in the United States. If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Agent gives notice of its resignation, then the retiring Agent may
on behalf of the Lenders and the Issuing Bank, appoint a successor Agent meeting
the qualifications set forth above provided that if the Agent shall notify
Borrower and the Lenders that no qualifying person has accepted such
appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (1) the retiring Agent shall be discharged from
its duties and obligations hereunder and under the other Loan Documents (except
that in the case of any collateral security held by the Collateral Agent on
behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the
retiring Collateral Agent shall continue to hold such collateral security as
nominee until such time as a successor Collateral Agent is appointed) and (2)
all payments, communications and determinations provided to be made by, to or
through an Agent shall instead be made by or to each Lender and the Issuing Bank
directly, until such time as the Required Lenders appoint a successor Agent as
provided for above in this paragraph. Upon the acceptance of a successor's
appointment as Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Agent, and the retiring Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents (if not
already discharged therefrom as provided above in this paragraph). The fees
payable by Borrower to a successor Agent shall be the same as those payable to
its predecessor unless otherwise agreed between Borrower and such successor.
After the retiring Agent's resignation hereunder and under the other Loan
Documents, the provisions of this Article IX and Section 10.03 shall continue in
effect for the benefit of such retiring Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while the retiring Agent was acting as Agent.

          SECTION 9.07 NON-RELIANCE ON AGENT AND OTHER LENDERS. Each Lender and
the Issuing Bank acknowledges that it has, independently and without reliance
upon any Agent or any other Lender and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Lender further represents and warrants that it has
reviewed the Confidential Information Memorandum and each other document made
available to it on the Platform in connection with this Agreement and has
acknowledged and accepted the terms and conditions applicable to the recipients
thereof. Each Lender and the Issuing Bank also acknowledges that it will,
independently and without reliance upon any Agent or any other Lender and based
on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder.

          SECTION 9.08 NO OTHER DUTIES, ETC. Anything herein to the contrary
notwithstanding, none of the Bookrunner, Sole Lead Arranger, Syndication Agent
or Documentation Agent listed on the cover page hereof shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent,
the Collateral Agent, a Lender or the Issuing Bank hereunder.

                                   ARTICLE X

                                  MISCELLANEOUS

          SECTION 10.01 NOTICES.

          (a) Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in
paragraph (b) below), all notices and other


                                     -102-

<PAGE>

communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telecopier as follows:

          (i)  if to any Loan Party, to Borrower at:

               c/o NaviSite, Inc.
               400 Minuteman Road
               Andover, Massachusetts 01810
               Attention: James W. Pluntze
               Telecopier No.: (978) 946-7803

               with a copy to:

               c/o NaviSite, Inc.
               20 East 66th Street
               New York, New York 10021
               Attention: Arthur Becker, Chief Executive Officer
               Telecopier No.: (212) 396-2388

               and

               BRL Law Group LLC
               31 St. James Ave., Suite 850
               Boston, Massachusetts 02116
               Attention: Thomas B. Rosedale
               Telecopier No.: (617) 399-6930

          (ii) if to the Administrative Agent, the Collateral Agent or Issuing
               Bank, to it at:

               Agency Services
               300 Madison Avenue
               New York, New York 10017
               Attention: Christine Aharonian
               Telecopier No.: (212) 856-6763
               Email:Christine.Aharonian@us.cibc.com

               and

          (iii) if to a Lender, to it at its address (or telecopier number) set
               forth in its Administrative Questionnaire.

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

          (b) Electronic Communications. Notices and other communications to the
Lenders and the Issuing Bank hereunder may (subject to Section 10.01(d)) be
delivered or furnished by electronic


                                     -103-

<PAGE>

communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent; provided that the foregoing
shall not apply to notices to any Lender or the Issuing Bank pursuant to Article
II if such Lender or the Issuing Bank, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent, the Collateral
Agent or Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it (including as set forth in Section 10.01(d)); provided
that approval of such procedures may be limited to particular notices or
communications.

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

          (c) Change of Address, Etc. Any party hereto may change its address or
telecopier number for notices and other communications hereunder by notice to
the other parties hereto.

          (d) Posting. Each Loan Party hereby agrees that it will provide to the
Administrative Agent all information, documents and other materials that it is
obligated to furnish to the Administrative Agent pursuant to this Agreement and
any other Loan Document, including all notices, requests, financial statements,
financial and other reports, certificates and other information materials, but
excluding any such communication that (i) relates to a request for a new, or a
conversion of an existing, Borrowing or other extension of credit (including any
election of an interest rate or interest period relating thereto), (ii) relates
to the payment of any principal or other amount due under this Agreement prior
to the scheduled date therefor, (iii) provides notice of any Default under this
Agreement or (iv) is required to be delivered to satisfy any condition precedent
to the effectiveness of this Agreement and/or any borrowing or other extension
of credit hereunder (all such non-excluded communications, collectively, the
"COMMUNICATIONS"), by transmitting the Communications in an electronic/soft
medium in a format reasonably acceptable to the Administrative Agent or at such
other e-mail address(es) provided to Borrower from time to time or in such other
form, including hard copy delivery thereof, as the Administrative Agent shall
require. In addition, each Loan Party agrees to continue to provide the
Communications to the Administrative Agent in the manner specified in this
Agreement or any other Loan Document or in such other form, including hard copy
delivery thereof, as the Administrative Agent shall require. Nothing in this
Section 10.01 shall prejudice the right of the Agents, any Lender or any Loan
Party to give any notice or other communication pursuant to this Agreement or
any other Loan Document in any other manner specified in this Agreement or any
other Loan Document or as any such Agent shall require.

          To the extent consented to by the Administrative Agent in writing from
time to time, Administrative Agent agrees that receipt of the Communications by
the Administrative Agent at its e-mail address(es) set forth above shall
constitute effective delivery of the Communications to the Administrative Agent
for purposes of the Loan Documents; provided that Borrower shall also deliver to
the Administrative Agent an executed original of each Compliance Certificate
required to be delivered hereunder.


                                     -104-

<PAGE>

          Each Loan Party further agrees that Administrative Agent may make the
Communications available to the Lenders by posting the Communications on
IntraLinks or a substantially similar electronic transmission system (the
"PLATFORM"). The Platform is provided "as is" and "as available." The Agents do
not warrant the accuracy or completeness of the Communications, or the adequacy
of the Platform and expressly disclaim liability for errors or omissions in the
communications. No warranty of any kind, express, implied or statutory,
including, without limitation, any warranty of merchantability, fitness for a
particular purpose, non-infringement of third party rights or freedom from
viruses or other code defects, is made by any Agent in connection with the
Communications or the Platform. In no event shall the Administrative Agent or
any of its Related Parties have any liability to the Loan Parties, any Lender or
any other person for damages of any kind, including direct or indirect, special,
incidental or consequential damages, losses or expenses (whether in tort,
contract or otherwise) arising out of any Loan Party's or the Administrative
Agent's transmission of communications through the Internet, except to the
extent the liability of such person is found in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from such person's gross
negligence or willful misconduct.

          SECTION 10.02 WAIVERS; AMENDMENT.

          (a) Generally. No failure or delay by any Agent, the Issuing Bank or
any Lender in exercising any right or power hereunder or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
each Agent, the Issuing Bank and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of any Loan Document or
consent to any departure by any Loan Party therefrom shall in any event be
effective unless the same shall be permitted by this Section 10.02, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. Without limiting the generality of the foregoing,
the making of a Loan or issuance of a Letter of Credit shall not be construed as
a waiver of any Default, regardless of whether any Agent, any Lender or the
Issuing Bank may have had notice or knowledge of such Default at the time. No
notice or demand on Borrower in any case shall entitle Borrower to any other or
further notice or demand in similar or other circumstances.

          (b) Required Consents. Subject to Sections 10.02(c), (d), neither this
Agreement nor any other Loan Document nor any provision hereof or thereof may be
waived, amended, supplemented or modified except, in the case of this Agreement,
pursuant to an agreement or agreements in writing entered into by Borrower and
the Administrative Agent or, in the case of any other Loan Document, pursuant to
an agreement or agreements in writing entered into by the Administrative Agent,
the Collateral Agent (in the case of any Security Document) and the Loan Party
or Loan Parties that are party thereto, in each case with the written consent of
the Required Lenders; provided that no such agreement shall be effective if the
effect thereof would:

          (i) increase the Commitment of any Lender without the written consent
     of such Lender (it being understood that no amendment, modification,
     termination, waiver or consent with respect to any condition precedent,
     covenant or Default shall constitute an increase in the Commitment of any
     Lender);

          (ii) reduce the principal amount of any Loan or LC Disbursement or
     reduce the rate of interest thereon (other than interest pursuant to
     Section 2.06(c)), or reduce any Fees payable hereunder, or change the form
     or currency of payment of any Obligation, without the written consent


                                     -105-

<PAGE>

     of each Lender directly affected thereby (it being understood that any
     amendment or modification to the financial definitions in this Agreement
     shall not constitute a reduction in the rate of interest for purposes of
     this clause (ii));

          (iii) (A) change the scheduled final maturity of any Loan, or any
     scheduled date of payment of or the installment otherwise due on the
     principal amount of any Term Loan under Section 2.09, (B) postpone the date
     for payment of any Reimbursement Obligation or any interest or fees payable
     hereunder, (C) change the amount of, waive or excuse any such payment
     (other than waiver of any increase in the interest rate pursuant to Section
     2.06(c)), or (D) postpone the scheduled date of expiration of any
     Commitment or any Letter of Credit beyond the Revolving Maturity Date, in
     any case, without the written consent of each Lender directly affected
     thereby;

          (iv) increase the maximum duration of Interest Periods hereunder,
     without the written consent of each Lender directly affected thereby;

          (v) permit the assignment or delegation by Borrower of any of its
     rights or obligations under any Loan Document, without the written consent
     of each Lender;

          (vi) release any material Subsidiary Guarantors from its Guarantee
     (except as expressly provided in Article VII), or limit its liability in
     respect of such Guarantee, without the written consent of each Lender;

          (vii) release all or a substantial portion of the Collateral from the
     Liens of the Security Documents or alter the relative priorities of the
     Secured Obligations entitled to the Liens of the Security Documents, in
     each case without the written consent of each Lender (it being understood
     that additional Classes of Loans pursuant to Section 2.18 or consented to
     by the Required Lenders may be equally and ratably secured by the
     Collateral with the then existing Secured Obligations under the Security
     Documents);

          (viii) change Section 2.14(b), (c) or (d) in a manner that would alter
     the pro rata sharing of payments or setoffs required thereby or any other
     provision in a manner that would alter the pro rata allocation among the
     Lenders of Loan disbursements, including the requirements of Sections
     2.02(a) and 2.17(d), without the written consent of each Lender directly
     affected thereby;

          (ix) change any provision of this Section 10.02(b) or Section 10.02(c)
     or (d), without the written consent of each Lender directly affected
     thereby (except for additional restrictions on amendments or waivers for
     the benefit of Lenders of additional Classes of Loans pursuant to Section
     2.18 or consented to by the Required Lenders);

          (x) change the percentage set forth in the definition of "Required
     Lenders," "Required Class Lenders," "Required Revolving Lenders" or any
     other provision of any Loan Document (including this Section) specifying
     the number or percentage of Lenders (or Lenders of any Class) required to
     waive, amend or modify any rights thereunder or make any determination or
     grant any consent thereunder, without the written consent of each Lender
     (or each Lender of such Class, as the case may be), other than to increase
     such percentage or number or to give any additional Lender or group of
     Lenders such right to waive, amend or modify or make any such determination
     or grant any such consent;


                                     -106-

<PAGE>

          (xi) change the application of prepayments as among or between Classes
     under Section 2.10(h), without the written consent of the Required Class
     Lenders of each Class that is being allocated a lesser prepayment as a
     result thereof (it being understood that the Required Lenders may waive, in
     whole or in part, any prepayment so long as the application, as between
     Classes, of any portion of such prepayment that is still required to be
     made is not changed and, if additional Classes of Term Loans under this
     Agreement pursuant to Section 2.18 or consented to by the Required Lenders
     are made, such new Term Loans may be included on a pro rata basis in the
     various prepayments required pursuant to Section 2.10(h));

          (xii) change or waive the application of prepayments of Term Loans of
     any Class set forth in Section 2.10(h) to the remaining scheduled
     amortization payments to be made thereon under Section 2.09, without the
     written consent of the Required Class Lenders of such Class;

          (xiii) subordinate the Obligations to any other obligation, without
     the written consent of each Lender;

          (xiv) change or waive any provision of Article X as the same applies
     to any Agent, or any other provision hereof as the same applies to the
     rights or obligations of any Agent, in each case without the written
     consent of such Agent;

          (xv) change or waive any obligation of the Lenders relating to the
     issuance of or purchase of participations in Letters of Credit, without the
     written consent of the Administrative Agent and the Issuing Bank;

          (xvi) expressly change or waive any condition precedent in Section
     4.02 to any Revolving Borrowing without the written consent of the Required
     Revolving Lenders;

provided, further, that any waiver, amendment or modification prior to the
completion of the primary syndication of the Commitments and Loans (as
determined by the Sole Lead Arranger) may not be effected without the written
consent of the Sole Lead Arranger.

          (c) Collateral. Without the consent of any other person, the
applicable Loan Party or Parties and the Administrative Agent and/or Collateral
Agent may (in its or their respective sole discretion, or shall, to the extent
required by any Loan Document) enter into any amendment or waiver of any Loan
Document, or enter into any new agreement or instrument, to effect the granting,
perfection, protection, expansion or enhancement of any security interest in any
Collateral or additional property to become Collateral for the benefit of the
Secured Parties, or as required by local law to give effect to, or protect any
security interest for the benefit of the Secured Parties, in any property or so
that the security interests therein comply with applicable Requirements of Law.

          (d) Dissenting Lenders. If, in connection with any proposed change,
waiver, discharge or termination of the provisions of this Agreement as
contemplated by Section 10.02(b), the consent of the Required Lenders is
obtained but the consent of one or more of such other Lenders whose consent is
required is not obtained, then Borrower shall have the right to replace all, but
not less than all, of such non-consenting Lender or Lenders (so long as all
non-consenting Lenders are so replaced) with one or more persons pursuant to
Section 2.16 so long as at the time of such replacement each such new Lender
consents to the proposed change, waiver, discharge or termination. Each Lender
agrees that, if Borrower elects to replace such Lender in accordance with this
Section, it shall promptly execute and deliver to the Administrative Agent an
Assignment and Assumption to evidence such sale and purchase and


                                     -107-

<PAGE>

shall deliver to the Administrative Agent any Note (if Notes have been issued in
respect of such Lender's Loans) subject to such Assignment and Assumption;
provided that the failure of any such non-consenting Lender to execute an
Assignment and Assumption shall not render such sale and purchase (and the
corresponding assignment) invalid and such assignment shall be recorded in the
Register.

          SECTION 10.03 EXPENSES; INDEMNITY; DAMAGE WAIVER.

          (a) Costs and Expenses. Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Sole Lead Arranger, the Administrative
Agent, the Collateral Agent and their respective Affiliates (including, but not
limited to, the fees, charges and disbursements of counsel for the Sole Lead
Arranger, the Administrative Agent and/or the Collateral Agent and expenses
incurred in connection with due diligence prior to the Closing Date and travel,
courier, reproductions, printing and delivery expense) in connection with the
syndication of the credit facilities provided for herein (including the
obtaining and maintaining of CUSIP numbers for the Loans), the preparation,
negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents, including any Collateral Audit, or any amendments,
modifications or waivers (including, without limitation, proposed amendments,
proposed modifications and proposed waivers) of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), including in connection with post-closing searches to confirm that
security filings and recordations have been properly made and including any
costs and expenses of the service provider referred to in Section 9.03, (ii) all
reasonable out-of-pocket expenses incurred by the Issuing Bank in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder, (iii) all out-of-pocket expenses incurred by
the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank
(including, but not limited to, the fees, charges and disbursements of any
counsel for the Administrative Agent, the Collateral Agent, any Lender or the
Issuing Bank), in connection with (I) the enforcement or protection of its
rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section 10.03, or (B) in connection with the
Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit and (II) the exercise
of its rights under Section 5.07(a) if at such time an Event of Default shall
have occurred and be continuing and (iv) all documentary and similar taxes and
charges in respect of the Loan Documents.

          (b) Indemnification by Borrower. Borrower shall indemnify the Sole
Lead Arranger, the Administrative Agent (and any sub-agent thereof), the
Collateral Agent (and any sub-agent thereof) each Lender and the Issuing Bank,
and each Related Party of any of the foregoing persons (each such person being
called an "INDEMNITEE") against, and hold each Indemnitee harmless from, any and
all losses, claims, damages, liabilities and related costs and expenses
(including the fees, charges and disbursements of any counsel for any
Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any
third party or by Borrower or any other Loan Party arising out of, in connection
with, or as a result of (i) the execution or delivery of this Agreement, any
other Loan Document, or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations
hereunder or thereunder or the consummation of the transactions contemplated
hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use
of the proceeds therefrom (including any refusal by the Issuing Bank to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), (iii) any actual or alleged presence or Release or threatened
Release of Hazardous Materials on, at, under or from any property owned, leased
or operated by any Company at any time, or any Environmental Claim related in
any way to any Company, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought


                                     -108-

<PAGE>

by a third party or by Borrower or any other Loan Party, and regardless of
whether any Indemnitee is a party thereto; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (x) are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of such Indemnitee or (y) result from
a claim brought by Borrower or any other Loan Party against an Indemnitee for
breach in bad faith of such Indemnitee's obligations hereunder or under any
other Loan Document, if Borrower or such Loan Party has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of
competent jurisdiction.

          (c) Reimbursement by Lenders. To the extent that Borrower for any
reason fails to indefeasibly pay any amount required under paragraph (a) or (b)
of this Section 10.03 to be paid by it to the Administrative Agent (or any
sub-agent thereof), the Collateral Agent, the Issuing Bank, or any Related Party
of any of the foregoing, each Lender severally agrees to pay to the
Administrative Agent (or any such sub-agent), the Collateral Agent (or any
sub-agent thereof), the Issuing Bank, or such Related Party, as the case may be,
such Lender's pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount (such
indemnity shall be effective whether or not the related losses, claims, damages,
liabilities and related expenses are incurred or asserted by any party hereto or
any third party); provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent (or any such sub-agent), the
Collateral Agent (or any sub-agent thereof), the Issuing Bank in its capacity as
such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent), the Collateral Agent (or any
sub-agent thereof), Issuing Bank in connection with such capacity. The
obligations of the Lenders under this paragraph (c) are subject to the
provisions of Section 2.14. For purposes hereof, a Lender's "pro rata share"
shall be determined based upon its share of the sum of the total Revolving
Exposure, outstanding Term Loans and unused Commitments at the time.

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

          (e) Payments. All amounts due under this Section shall be payable not
later than 3 Business Days after demand therefor.

          SECTION 10.04 SUCCESSORS AND ASSIGNS.

          (a) Successors and Assigns Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that Borrower may not
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an Eligible
Assignee in accordance with the provisions of paragraph (b) of this Section
10.04, (ii) by way of pledge or assignment of a security interest


                                     -109-

<PAGE>

subject to the restrictions of paragraph (f) of this Section 10.04 (and any
other attempted assignment or transfer by any party hereto shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in
paragraph (d) of this Section and, to the extent expressly contemplated hereby,
the Related parties of each of the Administrative Agent and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b) Assignments by Lenders. Any Lender may at any time with written
notice to the Administrative Agent assign to one or more Eligible Assignees all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitment and the Loans at the time owing to it); provided
that

          (i) except in the case of an assignment of the entire remaining amount
     of the assigning Lender's Commitment and the Loans at the time owing to it
     or in the case of an assignment to a Lender or an Affiliate of a Lender or
     an Approved Fund with respect to a Lender, the aggregate amount of the
     Commitment (which for this purpose includes Loans outstanding thereunder)
     or, if the applicable Commitment is not then in effect, the principal
     outstanding balance of the Loans of the assigning Lender subject to each
     such assignment (determined as of the date the Assignment and Assumption
     with respect to such assignment is delivered to the Administrative Agent
     or, if "Trade Date" is specified in the Assignment and Assumption, as of
     the Trade Date) shall not be less than $1.0 million, unless each of the
     Administrative Agent and, so long as no Event of Default has occurred and
     is continuing, Borrower otherwise consents (each such consent not to be
     unreasonably withheld or delayed);

          (ii) each partial assignment shall be made as an assignment of a
     proportionate part of all the assigning Lender's rights and obligations
     under this Agreement with respect to the Loan or the Commitment assigned;

          (iii) any assignment of a Revolving Commitment must be approved by the
     Administrative Agent and the Issuing Lender unless the Person that is the
     proposed assignee is itself a Lender with a Revolving Commitment (whether
     or not the proposed assignee would otherwise qualify as an Eligible
     Assignee); and

          (iv) with respect to each assignment, the assigning Lender, the
     Eligible Assignee and any Person whose consent is required by this Section
     10.04 shall execute and deliver to the Administrative Agent an Assignment
     and Assumption, together with a processing and recordation fee of $3,500
     (except in the case of an assignment to an Affiliate of the assigning
     Lender or an Approved Fund of the assigning Lender, the processing and
     recordation fee shall be $500), and the Eligible Assignee, if it shall not
     be a Lender, shall deliver to the Administrative Agent an Administrative
     Questionnaire and an original tax form.

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to paragraph (c) of this Section 10.04, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 2.12,


                                     -110-

<PAGE>

2.13, 2.14, 2.15 and 10.03 with respect to facts and circumstances occurring
prior to the effective date of such assignment. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this Section 10.04(b) shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance
with paragraph (d) of this Section 10.04.

          (c) Register. The Administrative Agent, acting solely for this purpose
as an agent of Borrower, shall maintain at one of its offices in New York a copy
of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "REGISTER"). The entries in
the Register shall be conclusive, and Borrower, the Administrative Agent and the
Lenders shall treat each person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by Borrower, at any reasonable time and from time to time upon
reasonable prior notice.

          (d) Participations. Any Lender may, at any time, sell participations
to any person (other than a natural person or Borrower or any of Borrower's
Affiliates or Subsidiaries) (each, a "PARTICIPANT") in all or a portion of such
Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans owing to it); provided that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) Borrower, the Administrative Agent and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement.

          Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in clause (i), (ii) or (iii)
of the first proviso to Section 10.02(b) that affects such Participant. Subject
to paragraph (e) of this Section, Borrower agrees that each Participant shall be
entitled to the benefits of Sections 2.12, 2.13, 2.14, 2.15 and 10.03 (subject
to the requirements of those Sections) to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this
Section. To the extent permitted by law, each Participant also shall be entitled
to the benefits of Section 10.08 as though it were a Lender. Each Lender that
sells a participation shall, acting solely for this purpose as a non-fiduciary
agent of Borrower, maintain a register on which it enters the name and address
of each Participant and the principal amount of each Participant's interest in
the Loans held by it (the "Participant Register"). The entries in the
Participant Register shall be conclusive, absent manifest error, and such Lender
shall treat each Person whose name is recorded in the Participant Register as
the owner of such Loan or other obligation hereunder as the owner thereof for
all purposes of this Agreement notwithstanding any notice to the contrary. Any
such Participant Register shall be available for inspection by the
Administrative Agent at any reasonable time and from time to time upon
reasonable prior notice.

          (e) Limitations on Participant Rights. A Participant shall not be
entitled to receive any greater payment under Sections 2.12, 2.13, 2.14 or 2.15
than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant except to the extent that the
entitlement to any greater payment results from any change in Requirements of
Law after the Participant


                                     -111-

<PAGE>

becomes a Participant, unless the sale of the participation to such Participant
is made with Borrower's prior written consent.

          (f) Certain Pledges. Any Lender may at any time (without any notice,
consent or processing and recordation fee required hereunder) pledge, grant a
security interest in or make an assignment of all or any portion of its rights
under this Agreement to an Affiliate of such Lender and/or to secure obligations
of such Lender, including, without limitation, any pledge or assignment to
secure obligations to a Federal Reserve Bank (or any funding or financing source
of any Lender) and, in the case of any Lender that is a Fund, any pledge,
security interest in or assignment to any holders of obligations owed, or
securities issued by, such Lender including to any trustee for, or any other
representative of, such holders; provided that no such pledge, security interest
or assignment shall release such Lender from any of its obligations hereunder
or, except in compliance with the provisions of Section 10.04(b), substitute any
such pledgee or assignee for such Lender as a party hereto.

          SECTION 10.05 SURVIVAL OF AGREEMENT. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Agents, the
Issuing Bank or any Lender may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.12, 2.14, 2.15 and Article X (other than Section 10.12)
shall survive and remain in full force and effect regardless of the consummation
of the transactions contemplated hereby, the repayment of the Loans, the payment
of the Reimbursement Obligations, the expiration or termination of the Letters
of Credit and the Commitments or the termination of this Agreement or any
provision hereof.

          SECTION 10.06 COUNTERPARTS; INTEGRATION; EFFECTIVENESS.

          (a) This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract. This Agreement and the other Loan Documents, and any separate letter
agreements with respect to fees payable to the Administrative Agent, constitute
the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto. Delivery of an executed counterpart of a signature
page of this Agreement by telecopier shall be effective as delivery of a
manually executed counterpart of this Agreement.

          (b) Electronic Execution of Assignments. The words "execution,"
"signed," "signature," and words of like import in any Assignment and Assumption
shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable Requirement of Law, including


                                     -112-

<PAGE>

the Federal Electronic Signatures in Global and National Commerce Act, the New
York State Electronic Signatures and Records Act, or any other similar state
laws based on the Uniform Electronic Transactions Act.

          SECTION 10.07 SEVERABILITY. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 10.08 RIGHT OF SETOFF. If an Event of Default shall have
occurred and be continuing, each Lender, the Issuing Bank, and each of their
respective Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by applicable Requirements of Law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, the Issuing Bank or any such
Affiliate to or for the credit or the account of Borrower or any other Loan
Party against any and all of the obligations of Borrower or such Loan Party now
or hereafter existing under this Agreement or any other Loan Document to such
Lender or the Issuing Bank, irrespective of whether or not such Lender or the
Issuing Bank shall have made any demand under this Agreement or any other Loan
Document and although such obligations of Borrower or such Loan Party may be
contingent or unmatured or are owed to a branch or office of such Lender or the
Issuing Bank different from the branch or office holding such deposit or
obligated on such indebtedness. The rights of each Lender, the Issuing Bank and
their respective Affiliates under this Section are in addition to other rights
and remedies (including other rights of setoff) that such Lender, the Issuing
Bank or their respective Affiliates may have. Each Lender and the Issuing Bank
agrees to notify Borrower and the Administrative Agent promptly after any such
setoff and application; provided that the failure to give such notice shall not
affect the validity of such setoff and application.

          SECTION 10.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS.

          (a) Governing Law. This Agreement shall be construed in accordance
with and governed by the law of the State of New York, without regard to
conflicts of law principles that would require the application of the laws of
another jurisdiction.

          (b) Submission to Jurisdiction. Each Loan Party hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State court or, to the
fullest extent permitted by applicable law, in such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement or
any other Loan Document shall affect any right that the Administrative Agent,
the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document against any
Loan Party or its properties in the courts of any jurisdiction.


                                     -113-
<PAGE>

          (c) Waiver of Venue. Each Loan Party hereby irrevocably and
unconditionally waives, to the fullest extent permitted by applicable
Requirements of Law, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement or any other Loan Document in any court referred to in Section
10.09(b). Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by applicable Requirements of Law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

          (d) Service of Process. Each party hereto irrevocably consents to
service of process in any action or proceeding arising out of or relating to any
Loan Document, in the manner provided for notices (other than telecopier) in
Section 10.01. Nothing in this Agreement or any other Loan Document will affect
the right of any party hereto to serve process in any other manner permitted by
applicable Requirements of Law.

          SECTION 10.10 WAIVER OF JURY TRIAL. Each Loan Party hereby waives, to
the fullest extent permitted by applicable Requirements of Law, any right it may
have to a trial by jury in any legal proceeding directly or indirectly arising
out of or relating to this Agreement, any other Loan Document or the
transactions contemplated hereby (whether based on contract, tort or any other
theory). Each party hereto (a) certifies that no representative, agent or
attorney of any other party has represented, expressly or otherwise, that such
other party would not, in the event of litigation, seek to enforce the foregoing
waiver and (b) acknowledges that it and the other parties hereto have been
induced to enter into this Agreement by, among other things, the mutual waivers
and certifications in this Section.

          SECTION 10.11 HEADINGS. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

          SECTION 10.12 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY. Each
of the Administrative Agent, the Lenders and the Issuing Bank agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates' respective partners, directors, officers, employees, agents,
advisors and other representatives (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 Governmental Authority or regulatory authority
(including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (c) to the extent required by applicable Requirements
of Law or by any subpoena or similar legal process, (d) to any other party
hereto, (e) in connection with the exercise of any remedies hereunder or under
any other Loan Document or any action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) to an investor or a prospective investor in an Approved Fund or securities
issued by an Approved Fund, (g) to a trustee, collateral manager, servicer,
backup servicer, noteholder, or secured party in connection with the
administration, servicing and reporting on assets serving as collateral for
securities issued by an Approved Fund, (h) to a nationally recognized rating
agency in connection with ratings isssued in respect of securities of an
Approved Fund, (i) subject to an agreement containing provisions substantially
the same as those of this Section 10.12, to (i) any assignee of or Participant
in, or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement, (ii) any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to Borrower and
its obligations or (iii) any rating agency for the purpose of obtaining a credit
rating applicable to any Lender, (j) with the consent of Borrower or (k) to the
extent such Information (x) becomes publicly available other than as a result of
a breach of this Section or (y) becomes available to the Administrative Agent,
any Lender, the Issuing Bank or any of their respective Affiliates on a
nonconfidential


                                      -114-

<PAGE>

basis from a source other than Borrower. For purposes of this Section,
"INFORMATION" means all information received from Borrower or any of its
Subsidiaries relating to Borrower or any of its Subsidiaries or any of their
respective businesses, other than any such information that is available to the
Administrative Agent, any Lender or the Issuing Bank on a nonconfidential basis
prior to disclosure by Borrower or any of its Subsidiaries; provided that, in
the case of information received from Borrower or any of its Subsidiaries after
the date hereof, such information is clearly identified at the time of delivery
as confidential. Any person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such person has exercised the same degree of
care to maintain the confidentiality of such Information as such person would
accord to its own confidential information.

          SECTION 10.13 USA PATRIOT ACT NOTICE. Each Lender that is subject to
the Patriot Act (as hereinafter defined) and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies Borrower that pursuant
to the requirements of the Patriot Act it is required to obtain, verify and
record information that identifies Borrower, which information includes the
name, address and tax identification number of Borrower and other information
regarding Borrower that will allow such Lender or the Administrative Agent, as
applicable, to identify Borrower in accordance with the Patriot Act. This notice
is given in accordance with the requirements of the Patriot Act and is effective
as to the Lenders and the Administrative Agent.

          SECTION 10.14 INTEREST RATE LIMITATION. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable Requirements of Law (collectively, the "CHARGES"),
shall exceed the maximum lawful rate (the "MAXIMUM RATE") which may be
contracted for, charged, taken, received or reserved by the Lender holding such
Loan in accordance with applicable Requirements of Law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan
but were not payable as a result of the operation of this Section shall be
cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received
by such Lender.

          SECTION 10.15 LENDER ADDENDUM. Each Lender to become a party to this
Agreement on the date hereof shall do so by delivering to the Administrative
Agent a Lender Addendum duly executed by such Lender, Borrower and the
Administrative Agent.

          SECTION 10.16 OBLIGATIONS ABSOLUTE. To the fullest extent permitted by
applicable Requirements of Law, all obligations of the Loan Parties hereunder
shall be absolute and unconditional irrespective of:

          (a) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or the like of any Loan Party;

          (b) any lack of validity or enforceability of any Loan Document or any
other agreement or instrument relating thereto against any Loan Party;


                                      -115-

<PAGE>

          (c) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations, or any other amendment or waiver
of or any consent to any departure from any Loan Document or any other agreement
or instrument relating thereto;

          (d) any exchange, release or non-perfection of any other Collateral,
or any release or amendment or waiver of or consent to any departure from any
guarantee, for all or any of the Obligations;

          (e) any exercise or non-exercise, or any waiver of any right, remedy,
power or privilege under or in respect hereof or any Loan Document; or

          (f) any other circumstances which might otherwise constitute a defense
available to, or a discharge of, the Loan Parties.

                            [Signature Pages Follow]


                                      -116-

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                        NAVISITE, INC.


                                        By: /s/ James W. Pluntze
                                            ------------------------------------
                                        Name: James W. Pluntze
                                        Title: Chief Financial Officer


                                       S-1

<PAGE>

                                        AVASTA, INC.
                                        CLEARBLUE TECHNOLOGIES MANAGEMENT, INC.
                                        CLEARBLUE TECHNOLOGIES/CHICAGO-
                                        WELLS, INC.
                                        CLEARBLUE TECHNOLOGIES/LAS VEGAS, INC.
                                        CLEARBLUE TECHNOLOGIES/LOS ANGELES, INC.
                                        CLEARBLUE TECHNOLOGIES/MILWAUKEE, INC.
                                        CLEARBLUE TECHNOLOGIES/OAK BROOK, INC.
                                        CLEARBLUE TECHNOLOGIES/VIENNA, INC.
                                        CLEARBLUE TECHNOLOGIES/DALLAS, INC.
                                        CLEARBLUE TECHNOLOGIES/NEW YORK, INC.
                                        CLEARBLUE TECHNOLOGIES/SAN
                                        FRANCISCO, INC.
                                        CLEARBLUE TECHNOLOGIES/SANTA CLARA, INC.
                                        CONXION CORPORATION
                                        INTREPID ACQUISITION CORP.
                                        LEXINGTON ACQUISITION CORP.
                                        MANAGEDOPS.COM, INC.
                                        SUREBRIDGE ACQUISITION CORP.
                                        SUREBRIDGE SERVICES, INC.
                                        NAVISITE ACQUISITION
                                        SUBSIDIARY, INC.


                                        By: /s/ James W. Pluntze
                                            ------------------------------------
                                        Name: James W. Pluntze
                                        Title: Chief Financial Officer


                                       S-2

<PAGE>

                                        CIBC WORLD MARKETS CORP., as Sole Lead
                                        Arranger, Documentation Agent and
                                        Bookrunner


                                        By: /s/ Brian Perman
                                            ------------------------------------
                                        Name: Brian Perman
                                        Title: Managing Director


                                        CANADIAN IMPERIAL BANK OF COMMERCE,
                                        acting through its New York Agency,
                                        as Issuing Bank, Administrative Agent
                                        and Collateral Agent


                                        By: /s/ Brian Perman
                                            ------------------------------------
                                        Name: Brian Perman
                                        Title: Authorized Signatory


                                       S-3

<PAGE>

                                        CIT LENDING SERVICES CORPORATION,
                                        as Syndication Agent


                                        By: /s/ Anthony Holland
                                            ------------------------------------
                                        Name: Anthony Holland
                                        Title: Vice President


                                       S-4

<PAGE>

                                                                         ANNEX I

                                APPLICABLE MARGIN

<TABLE>
<CAPTION>
                 REVOLVING LOANS
                  AND TERM LOANS
     TOTAL       ---------------
LEVERAGE RATIO    LIBOR    ABR
--------------   ------   -----
<S>              <C>      <C>
LEVEL I           3.50%   2.50%
> or =3.0:1.0

LEVEL II          3.00%   2.00%
< 3.0:1.0
</TABLE>

          Each change in the Applicable Margin shall be effective with respect
to all Loans and Letters of Credit outstanding on and after the date of delivery
to the Administrative Agent of the financial statements and certificates
required by Section 5.01(a) or (b) and Section 5.01(d), respectively, indicating
such change until the date immediately preceding the next date of delivery of
such financial statements and certificates indicating another such change.
Notwithstanding the foregoing, the Leverage Ratio shall be deemed to be in Level
I (i) from the Closing Date to the date of delivery to the Administrative Agent
of the financial statements and certificates required by Section 5.01(a) or (b)
and Section 5.01(d) for the fiscal period ended at least six months after the
Closing Date, (ii) at any time during which Borrower has failed to deliver the
financial statements and certificates required by Section 5.01(a) or (b) and
Section 5.01(d), respectively, and (iii) at any time during the existence of an
Event of Default.

          In the event that any financial statement or Compliance Certificate
delivered pursuant to Section 5.01 is shown to be inaccurate (regardless of
whether this Agreement or the Commitments are in effect when such inaccuracy is
discovered), and such inaccuracy, if corrected would have led to a higher
Applicable Margin for any period (an "APPLICABLE PERIOD") than the Applicable
Margin applied for such Applicable Period, then (i) Borrower shall immediately
deliver to the Administrative Agent a correct Compliance Certificate for such
Applicable Period, (ii) the Applicable Margin shall be determined as if Level I
were applicable for such Applicable Period, and (iii) Borrower shall immediately
pay to the Administrative Agent the additional interest owing as a result of
such increased Applicable Margin for such Applicable Period, which payment shall
be promptly applied by the Administrative Agent in accordance with the terms
hereof. This paragraph shall not limit the rights of the Administrative Agent
and the Lenders hereunder.

<PAGE>

                                                                        ANNEX II

                               AMORTIZATION TABLE

<TABLE>
<CAPTION>
                    TERM LOAN
      DATE            AMOUNT
      ----         -----------
<S>                <C>
 August 1, 2007    $   225,000
November 1, 2007   $   225,000
February 1, 2008   $   225,000
   May 1, 2008     $   225,000
 August 1, 2008    $   225,000
November 1, 2008   $   225,000
February 1, 2009   $   225,000
   May 1, 2009     $   225,000
 August 1, 2009    $   225,000
November 1, 2009   $   225,000
February 1, 2010   $   225,000
   May 1, 2010     $   225,000
 August 1, 2010    $   225,000
November 1, 2010   $   225,000
February 1, 2011   $   225,000
   May 1, 2011     $   225,000
 August 1, 2011    $   225,000
November 1, 2011   $   225,000
February 1, 2012   $   225,000
   May 1, 2012     $   225,000
 August 1, 2012    $   225,000
November 1, 2012   $   225,000
February 1, 2013   $   225,000
   May 1, 2013     $84,825,000
</TABLE>