<PAGE>
                                                                    EXHIBIT 10.1

                          CREDIT AND GUARANTY AGREEMENT

                          DATED AS OF DECEMBER 18, 2003

                                      AMONG

                     AMERICAN REPROGRAPHICS COMPANY, L.L.C.,

                    AMERICAN REPROGRAPHICS HOLDINGS, L.L.C.,

         CERTAIN SUBSIDIARIES OF AMERICAN REPROGRAPHICS COMPANY, L.L.C.,
                                 AS GUARANTORS,

                                VARIOUS LENDERS,

                       GOLDMAN SACHS CREDIT PARTNERS L.P.,
            AS LEAD ARRANGER, SOLE BOOKRUNNER AND SYNDICATION AGENT,

                                       AND

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                  AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

                  $130,000,000 SENIOR SECURED CREDIT FACILITIES

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                                TABLE OF CONTENTS

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<S>                                                                                                                 <C>
SECTION 1. DEFINITIONS AND INTERPRETATION........................................................................    2

           1.1. Definitions......................................................................................    2
           1.2. Accounting Terms.................................................................................   32
           1.3. Interpretation, etc..............................................................................   32

SECTION 2. LOANS AND LETTERS OF CREDIT...........................................................................   32

           2.1. Term Loans.......................................................................................   32
           2.2. Revolving Loans..................................................................................   33
           2.3. Swing Line Loans.................................................................................   34
           2.4. Issuance of Letters of Credit and Purchase of Participations Therein.............................   37
           2.5. Pro Rata Shares; Availability of Funds...........................................................   40
           2.6. Use of Proceeds..................................................................................   41
           2.7. Evidence of Debt; Register; Lenders' Books and Records; Notes....................................   41
           2.8. Interest on Loans................................................................................   42
           2.9. Conversion/Continuation..........................................................................   44
           2.10. Default Interest................................................................................   45
           2.11. Fees............................................................................................   45
           2.12. Scheduled Payments/Commitment Reductions........................................................   46
           2.13. Voluntary Prepayments/Commitment Reductions.....................................................   47
           2.14. Mandatory Prepayments/Commitment Reductions.....................................................   50
           2.15. Application of Prepayments/Reductions...........................................................   52
           2.16. General Provisions Regarding Payments...........................................................   53
           2.17. Ratable Sharing.................................................................................   55
           2.18. Making or Maintaining Eurodollar Rate Loans.....................................................   55
           2.19. Increased Costs; Capital Adequacy...............................................................   57
           2.20. Taxes; Withholding, etc.........................................................................   58
           2.21. Obligation to Mitigate..........................................................................   60
           2.22. Defaulting Lenders..............................................................................   61
           2.23. Removal or Replacement of a Lender..............................................................   61

SECTION 3. CONDITIONS PRECEDENT..................................................................................   62

           3.1. Closing Date.....................................................................................   62
           3.2. Conditions to Each Credit Extension..............................................................   67

SECTION 4. REPRESENTATIONS AND WARRANTIES........................................................................   68

           4.1. Organization; Requisite Power and Authority; Qualification.......................................   69
           4.2. Capital Stock and Ownership......................................................................   69
           4.3. Due Authorization................................................................................   69
           4.4. No Conflict......................................................................................   69
           4.5. Governmental Consents............................................................................   70
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           4.6. Binding Obligation...............................................................................   70
           4.7. Historical Financial Statements..................................................................   70
           4.8. Projections......................................................................................   70
           4.9. No Material Adverse Change.......................................................................   70
           4.10. No Restricted Junior Payments...................................................................   70
           4.11. Adverse Proceedings, etc........................................................................   70
           4.12. Payment of Taxes................................................................................   71
           4.13. Properties......................................................................................   71
           4.14. Environmental Matters...........................................................................   71
           4.15. No Defaults.....................................................................................   72
           4.16. Material Contracts..............................................................................   72
           4.17. Governmental Regulation.........................................................................   72
           4.18. Margin Stock....................................................................................   72
           4.19. Employee Matters................................................................................   73
           4.20. Employee Benefit Plans..........................................................................   73
           4.21. Certain Fees....................................................................................   74
           4.22. Solvency........................................................................................   74
           4.23. Related Agreements..............................................................................   74
           4.24. Compliance with Statutes, etc...................................................................   74
           4.25. Disclosure......................................................................................   75
           4.26. Existing Seller Subordinated Notes and Existing Earn-Out Obligations............................   75

SECTION 5. AFFIRMATIVE COVENANTS.................................................................................   75

           5.1. Financial Statements and Other Reports...........................................................   75
           5.2. Existence........................................................................................   79
           5.3. Payment of Taxes and Claims......................................................................   79
           5.4. Maintenance of Properties........................................................................   80
           5.5. Insurance........................................................................................   80
           5.6. Inspections......................................................................................   80
           5.7. Lenders Meetings.................................................................................   80
           5.8. Compliance with Laws.............................................................................   81
           5.9. Environmental....................................................................................   81
           5.10. Subsidiaries....................................................................................   82
           5.11. Additional Material Real Estate Assets..........................................................   82
           5.12. Interest Rate Protection........................................................................   83
           5.13. Further Assurances..............................................................................   83
           5.14. Miscellaneous Business Covenants................................................................   83

SECTION 6. NEGATIVE COVENANTS....................................................................................   84

           6.1. Indebtedness.....................................................................................   84
           6.2. Liens............................................................................................   86
           6.3. Equitable Lien...................................................................................   87
           6.4. No Further Negative Pledges......................................................................   87
           6.5. Restricted Junior Payments.......................................................................   88
           6.6. Restrictions on Subsidiary Distributions.........................................................   89
           6.7. Investments......................................................................................   89
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           6.8. Financial Covenants.............................................................................    90
           6.9. Fundamental Changes; Disposition of Assets; Acquisitions........................................    93
           6.10. Disposal of Subsidiary Interests...............................................................    95
           6.11. Sales and Lease-Backs..........................................................................    95
           6.12. Transactions with Shareholders and Affiliates..................................................    95
           6.13. Conduct of Business............................................................................    95
           6.14. Permitted Activities of Holdings...............................................................    95
           6.15. Amendments or Waivers of Certain Related Agreements............................................    96
           6.16. Amendments or Waivers with Respect to Subordinated Indebtedness
                 and Second Lien Credit Agreement...............................................................    96
           6.17. Fiscal Year....................................................................................    97

SECTION 7. GUARANTY.............................................................................................    97

           7.1. Guaranty of the Obligations.....................................................................    97
           7.2. Contribution by Guarantors......................................................................    97
           7.3. Payment by Guarantors...........................................................................    98
           7.4. Liability of Guarantors Absolute................................................................    98
           7.5. Waivers by Guarantors...........................................................................   100
           7.6. Guarantors' Rights of Subrogation, Contribution, etc............................................   101
           7.7. Subordination of Other Obligations..............................................................   101
           7.8. Continuing Guaranty.............................................................................   102
           7.9. Authority of Guarantors or Company..............................................................   102
           7.10. Financial Condition of Company.................................................................   102
           7.11. Bankruptcy, etc................................................................................   102
           7.12. Discharge of Guaranty Upon Sale of Guarantor...................................................   103

SECTION 8. EVENTS OF DEFAULT....................................................................................   103

           8.1. Events of Default...............................................................................   103

SECTION 9. AGENTS ..............................................................................................   106

           9.1. Appointment of Agents...........................................................................   106
           9.2. Powers and Duties...............................................................................   106
           9.3. General Immunity................................................................................   106
           9.4. Agents Entitled to Act as Lender................................................................   107
           9.5. Lenders' Representations, Warranties and Acknowledgment.........................................   108
           9.6. Right to Indemnity..............................................................................   108
           9.7. Successor Administrative Agent and/or Collateral Agent and Swing Line
                  Lender........................................................................................   109
           9.8. Collateral Documents and Guaranty...............................................................   109

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

           10.1. Notices........................................................................................   110
           10.2. Expenses.......................................................................................   111
           10.3. Indemnity......................................................................................   111
           10.4. Set-Off........................................................................................   112
           10.5. Amendments and Waivers.........................................................................   112
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           10.6. Successors and Assigns; Participations.........................................................   114
           10.7. Independence of Covenants......................................................................   117
           10.8. Survival of Representations, Warranties and Agreements.........................................   117
           10.9. No Waiver; Remedies Cumulative.................................................................   118
           10.10. Marshalling; Payments Set Aside...............................................................   118
           10.11. Severability..................................................................................   118
           10.12. Obligations Several; Independent Nature of Lenders' Rights....................................   118
           10.13. Headings......................................................................................   118
           10.14. APPLICABLE LAW................................................................................   119
           10.15. CONSENT TO JURISDICTION.......................................................................   119
           10.16. WAIVER OF JURY TRIAL..........................................................................   119
           10.17. Confidentiality...............................................................................   120
           10.18. Press Releases and Related Matters............................................................   121
           10.19. Usury Savings Clause..........................................................................   121
           10.20. Counterparts..................................................................................   121
           10.21. USA PATRIOT Act...............................................................................   121
           10.22. Effectiveness.................................................................................   122
</TABLE>

<TABLE>
<S>                        <C>      <C>
APPENDICES:                A-1      Term Loan Commitments
                           A-2      Revolving Commitments
                           B        Notice Addresses

SCHEDULES:                 1.1(a)   Existing Earn-Out Agreements
                           1.1(b)   Existing Seller Subordinated Notes
                           3.1(i)   Closing Date Mortgaged Properties
                           3.1(n)   Counsel Opinions
                           4.1      Jurisdictions of Organization and Qualification
                           4.2      Capital Stock and Ownership
                           4.13     Real Estate Assets
                           4.16     Material Contracts
                           4.20     Retiree Benefits
                           6.1      Certain Indebtedness
                           6.2      Certain Liens
                           6.5(g)   Permitted Cash Payments of Additional Earn-Out Obligations
                           6.7      Certain Investments
                           6.12     Certain Affiliate Transactions

EXHIBITS:                  A-1      Funding Notice
                           A-2      Conversion/Continuation Notice
                           A-3      Issuance Notice
                           B-1      Term Loan Note
                           B-2      Revolving Loan Note
                           B-3      Swing Line Note
                           C        Compliance Certificate
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<S>                        <C>      <C>
                           D        Opinions of Counsel
                           E        Assignment Agreement
                           F        Certificate Re Non-bank Status
                           G        Closing Date Certificate
                           H        Counterpart Agreement
                           I        Pledge and Security Agreement
                           J        Mortgage
                           K        Landlord Waiver and Consent Agreement
                           L        Intercreditor Agreement
                           M        Seller Subordination Agreement
</TABLE>

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                          CREDIT AND GUARANTY AGREEMENT

      This CREDIT AND GUARANTY AGREEMENT, dated as of December 18, 2003, is
entered into by and among AMERICAN REPROGRAPHICS COMPANY, L.L.C., a California
limited liability company ("COMPANY"), AMERICAN REPROGRAPHICS HOLDINGS, L.L.C.,
(f/k/a Ford Graphics Holdings, L.L.C.) a California limited liability company
("HOLDINGS"), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party
hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as Lead
Arranger, Sole Bookrunner, and as Syndication Agent (in such capacities,
"SYNDICATION AGENT"), and GENERAL ELECTRIC CAPITAL CORPORATION ("GECC"), as
Administrative Agent (together with its permitted successors in such capacity,
"ADMINISTRATIVE AGENT") and as Collateral Agent (together with its permitted
successor in such capacity, "COLLATERAL AGENT").

                                    RECITALS:

      WHEREAS, capitalized terms used in these Recitals shall have the
respective meanings set forth for such terms in Section 1.1 hereof;

      WHEREAS, Lenders have agreed to extend certain credit facilities to
Company, in an aggregate amount not to exceed $130,000,000, consisting of
$100,000,000 aggregate principal amount of Term Loans, and up to $30,000,000
aggregate principal amount of Revolving Commitments, the proceeds of which will
be used, together with the proceeds of a senior second priority secured term
loan facility of the Company in an amount of not less than $225,000,000, to (i)
refinance the Company's Existing Indebtedness (the "REFINANCING"), (ii) to pay
related transaction costs, fees and expenses (including a redemption premium, if
any, of up to $4,500,000) and (iii) to provide financing for working capital,
certain permitted acquisitions to be agreed upon and general corporate purposes
of the Company and its Subsidiaries;

      WHEREAS, Company has agreed to secure all of its Obligations by granting
to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien
on substantially all of its assets, including a pledge of all of the Capital
Stock of each of its Domestic Subsidiaries and 65% of all the Capital Stock of
each of its Foreign Subsidiaries; and

      WHEREAS, Guarantors have agreed to guarantee the obligations of Company
hereunder and to secure their respective Obligations by granting to Collateral
Agent, for the benefit of Secured Parties, a First Priority Lien on
substantially all of their respective assets, including a pledge of all of the
Capital Stock of each of their respective Domestic Subsidiaries (including
Company) and 65% of all the Capital Stock of each of their respective Foreign
Subsidiaries.

      NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

      1.1. DEFINITIONS. The following terms used herein, including in the
preamble, recitals, exhibits and schedules hereto, shall have the following
meanings:

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            "ADDITIONAL EARN-OUT OBLIGATION" means any unsecured contingent
liability of Company owed to any seller in connection with any Permitted
Acquisition that (a) constitutes a portion of the purchase price for such
Permitted Acquisition but is not an amount certain on the date of incurrence
thereof and is not subject to any right of acceleration by such seller, (b) is
only payable upon the achievement of performance standards by the Person or
other property acquired in such Permitted Acquisition and in an amount based
upon such achievement provided that the maximum aggregate amount of such
liability shall be fixed at a specified amount on the date of such Permitted
Acquisition, and (c) is expressly subordinate and made junior to the payment and
performance in full of all the Obligations in accordance with a subordination
agreement substantially in the form of Exhibit M or an agreement containing
substantially similar terms, in each case with such modifications thereto as may
be consented to by Administrative Agent.

            "ADDITIONAL SELLER SUBORDINATED NOTES" means, collectively, the
unsecured promissory notes issued by Company to any seller in connection with a
Permitted Acquisition which are expressly subordinated and made junior to the
payment and performance in full of all the Obligations in accordance with a
subordination agreement substantially in the form of Exhibit M with such
modifications thereto as may be consented to by Administrative Agent.

            "ADJUSTED EURODOLLAR RATE" means for each Interest Period, a rate of
interest determined by Administrative Agent equal to:

            (a) the offered rate for deposits in United States Dollars for the
      applicable Interest Period that appears on Telerate Page 3750 as of 11:00
      a.m. (London time), on the second full LIBOR Business Day next preceding
      the first day of such Interest Period (unless such date is not a Business
      Day, in which event the next succeeding Business Day will be used);
      divided by

            (b) a number equal to 1.0 minus the aggregate (but without
      duplication) of the rates (expressed as a decimal fraction) of reserve
      requirements in effect on the day that is two (2) LIBOR Business Days
      prior to the beginning of such Interest Period (including basic,
      supplemental, marginal and emergency reserves under any regulations of the
      Federal Reserve Board or other Governmental Authority having jurisdiction
      with respect thereto, as now and from time to time in effect) for
      Eurocurrency funding (currently referred to as "Eurocurrency Liabilities"
      in Regulation D of the Federal Reserve Board that are required to be
      maintained by a member bank of the Federal Reserve System.

            If such interest rates shall cease to be available from Telerate
News Service, the Adjusted Eurodollar Rate shall be determined from such
financial reporting service or other information as shall be available to
Administrative Agent.

            "ADMINISTRATIVE AGENT" as defined in the preamble hereto.

            "ADVERSE PROCEEDING" means any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or
arbitration (whether or not

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purportedly on behalf of Holdings or any of its Subsidiaries) at law or in
equity, or before or by any Governmental Authority, domestic or foreign
(including any Environmental Claims), whether pending or, to the knowledge of
Holdings or any of its Subsidiaries, threatened against or affecting Holdings or
any of its Subsidiaries or any property of Holdings or any of its Subsidiaries.

            "AFFECTED LENDER" as defined in Section 2.18(b).

            "AFFECTED LOANS" as defined in Section 2.18(b).

            "AFFILIATE" means, as applied to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power (i) to vote 5% or more of the Securities having
ordinary voting power for the election of directors of such Person or (ii) to
direct or cause the direction of the management and policies of that Person,
whether through the ownership of voting securities or by contract or otherwise.

            "AGENT" means each of Syndication Agent, Administrative Agent and
Collateral Agent.

            "AGGREGATE AMOUNTS DUE" as defined in Section 2.17.

            "AGGREGATE PAYMENTS" as defined in Section 7.2.

            "AGREEMENT" means this Credit and Guaranty Agreement, dated as of
December 18, 2003, as it may be amended, supplemented or otherwise modified from
time to time.

            "APPLICABLE MARGIN" means (i) with respect to Revolving Loans that
are Eurodollar Rate Loans, (a) from the Closing Date until the date of delivery
of the Compliance Certificate and the financial statements for the period ending
December 31, 2003, a percentage, per annum, determined by reference to the
following table as if the Leverage Ratio then in effect were 4.0:1.0; and (b)
thereafter, a percentage, per annum, determined by reference to the Leverage
Ratio in effect from time to time as set forth below:

<TABLE>
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   LEVERAGE                   APPLICABLE MARGIN
    RATIO                    FOR REVOLVING LOANS
    -----                    -------------------
<S>                          <C>
> or = 4.0:100                       2.75%

< 4.0:1.0                            2.50%
> or = 3.5:1.0

< 3.5:1.0                            2.25%
> or = 3.0:1.0
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LEVERAGE                      APPLICABLE MARGIN
 RATIO                       FOR REVOLVING LOANS
 -----                       -------------------
<S>                          <C>
< 3.0:1.0                            2.00%
</TABLE>

and (ii) with respect to Swing Line Loans and Revolving Loans that are Index
Rate Loans, an amount equal to (a) the Applicable Margin for Eurodollar Rate
Loans as set forth in clause (i)(a) or (i)(b) above, as applicable, minus (b)
1.00% per annum. No change in the Applicable Margin shall be effective until
three Business Days after the date on which Administrative Agent shall have
received the applicable financial statements and a Compliance Certificate
pursuant to Section 5.1(d) calculating the Leverage Ratio. At any time Company
has not submitted to Administrative Agent the applicable information as and when
required under Section 5.1(d), the Applicable Margin shall be determined as if
the Leverage Ratio were in excess of 4.0:1.00. Within one Business Day of
receipt of the applicable information under Section 5.1(d), Administrative Agent
shall give each Lender telefacsimile or telephonic notice (confirmed in writing)
of the Applicable Margin in effect from such date.

            "ASSET SALE" means a sale, lease or sub-lease (as lessor or
sublessor), sale and leaseback, assignment, conveyance, transfer or other
disposition to, or any exchange of property with, any Person (other than
Holdings, Company or any Guarantor Subsidiary), in one transaction or a series
of transactions, of all or any part of Holdings' or any of its Subsidiaries'
businesses, assets or properties of any kind, whether real, personal, or mixed
and whether tangible or intangible, whether now owned or hereafter acquired,
including, without limitation, the Capital Stock of any of Holdings'
Subsidiaries, other than (i) inventory (or other assets) sold or leased in the
ordinary course of business (excluding any such sales by operations or divisions
discontinued or to be discontinued), (ii) Permitted Sale-Leasebacks and (iii)
sales of other assets for aggregate consideration of less than $500,000 in the
aggregate during any Fiscal Year and less than $2,000,000 in the aggregate from
and after the Closing Date so long as this Agreement shall remain in effect.

            "ASSIGNMENT AGREEMENT" means an Assignment and Assumption Agreement
substantially in the form of Exhibit E, with such amendments or modifications as
may be approved by Administrative Agent.

            "AUTHORIZED OFFICER" means, as applied to any Person, any individual
holding the position of chairman of the board (if an officer), chief executive
officer, president or one of its vice presidents (or the equivalent thereof),
and such Person's chief financial officer or treasurer.

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

            "BENEFICIARY" means each Agent, Issuing Bank, Lender and Lender
Counterparty.

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

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

            "CAPITAL STOCK" means any and all shares, interests, participations
or other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation),
including, without limitation, partnership interests and membership interests,
and any and all warrants, rights or options to purchase or other arrangements or
rights to acquire any of the foregoing.

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

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

            "CERTIFICATE RE NON-BANK STATUS" means a certificate substantially
in the form of Exhibit F.

            "CHANGE OF CONTROL" means, at any time, (i) Sponsor, Sathiyamurthy
Chandramohan or Kumarakulasingam Suriyakumar shall collectively cease to
beneficially own

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and control at least 75% on a fully diluted basis of the economic and voting
interests in the Capital Stock of Holdings; (ii) any Person or "group" (within
the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than Sponsor,
Sathiyamurthy Chandramohan or Kumarakulasingam Suriyakumar (a) shall have
acquired beneficial ownership of 25% or more on a fully diluted basis of the
voting and/or economic interest in the Capital Stock of Holdings or (b) shall
have obtained the power (whether or not exercised) to elect a majority of the
members of the board of directors (or similar governing body) of Holdings; (iii)
Holdings shall cease to beneficially own and control 100% on a fully diluted
basis of the economic and voting interest in the Capital Stock of Company; or
(iv) the majority of the seats (other than vacant seats) on the board of
advisors (or similar governing body) of Holdings cease to be occupied by Persons
who either (a) were members of the board of advisors of Holdings on the Closing
Date or (b) were appointed to the board of advisors in accordance with the
provisions of the Holdings Operating Agreement.

            "CLASS" means (i) with respect to Lenders, each of the following
classes of Lenders: (a) Lenders having Term Loan Exposure and (b) Lenders having
Revolving Exposure (including Swing Line Lender), and (ii) with respect to
Loans, each of the following classes of Loans: (a) Term Loans and (b) Revolving
Loans (including Swing Line Loans).

            "CLOSING DATE" means the date on or before January 31, 2004 on which
the Term Loans are made.

            "CLOSING DATE CERTIFICATE" means a Closing Date Certificate
substantially in the form of Exhibit G-1.

            "CLOSING DATE MORTGAGED PROPERTY" as defined in Section 3.1(i).

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

            "COLLATERAL AGENT" as defined in the preamble hereto.

            "COLLATERAL DOCUMENTS" means the Pledge and Security Agreement, the
Intercreditor Agreement, the Mortgages, the Landlord Personal Property
Collateral Access Agreements, if any, and all other instruments, documents and
agreements delivered by any Credit Party pursuant to this Agreement or any of
the other Credit Documents in order to grant to Collateral Agent, for the
benefit of Lenders, a Lien on any real, personal or mixed property of that
Credit Party as security for the Obligations.

            "COLLATERAL QUESTIONNAIRE" means a certificate in form satisfactory
to Collateral Agent that provides information with respect to the personal or
mixed property of each Credit Party.

            "COMMITMENT" means any Revolving Commitment or Term Loan Commitment.

            "COMPANY" as defined in the preamble hereto.

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            "COMPANY OPERATING AGREEMENT" means the Amended and Restated
Operating Agreement of Company dated as of April 10, 2000 as in effect on the
Closing Date and as such agreement may thereafter be amended, restated,
supplemented or otherwise modified from time to time to the extent permitted
under Section 6.15.

            "COMPLIANCE CERTIFICATE" means a Compliance Certificate
substantially in the form of Exhibit C.

            "CONSOLIDATED ADJUSTED EBITDA" means, for any period, an amount
determined for Holdings and its Subsidiaries on a consolidated basis equal to
(i) the sum, without duplication, of the amounts for such period of (a)
Consolidated Net Income, and to the extent already deducted in arriving at
Consolidated Net Income: (b) Consolidated Interest Expense, (c) provisions for
taxes based on income, (d) total depreciation expense, (e) total amortization
expense, (f) Transaction Costs and (g) other non-Cash items reducing
Consolidated Net Income (excluding any such non-Cash item to the extent that it
represents an accrual or reserve for potential Cash items in any future period
or amortization of a prepaid Cash item that were paid in a prior period), minus
(ii) other non-Cash items increasing Consolidated Net Income for such period
(excluding any such non-Cash item to the extent it represents the reversal of an
accrual or reserve for potential Cash item in any prior period).

            "CONSOLIDATED ADJUSTED EBITDAR" means, for any period, the sum of
the amounts for such period of (i) Consolidated Adjusted EBITDA plus (ii)
Consolidated Rental Payments, each of the foregoing as determined on a
consolidated basis for Company and its Subsidiaries in conformity with GAAP.

            "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the
aggregate of all expenditures (whether paid in cash or other consideration or
accrued as a liability and including that portion of Capital Leases which is
capitalized on the consolidated balance sheet of Company and its Subsidiaries)
of Holdings and its Subsidiaries during such period determined on a consolidated
basis that, in accordance with GAAP, are or should be included in "purchase of
property and equipment" or similar items reflected in the consolidated statement
of cash flows of Holdings and its Subsidiaries; provided, however, that
Consolidated Capital Expenditures shall not include any expenditures by Holdings
or any of its Subsidiaries during that period in connection with a Permitted
Acquisition, including any payment of any Earn-Out Obligation during that
period.

            "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period,
Consolidated Interest Expense for such period, excluding any amount not payable
in Cash (for the avoidance of doubt, "Consolidated Interest Expense" does not
include any pay-in-kind interest on the notes issued pursuant to the Senior Note
Indenture which is being retired in connection with the Refinancing).

            "CONSOLIDATED CURRENT ASSETS" means, as at any date of
determination, the total assets of Holdings and its Subsidiaries on a
consolidated basis that may properly be classified as current assets in
conformity with GAAP, excluding Cash and Cash Equivalents.

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            "CONSOLIDATED CURRENT LIABILITIES" means, as at any date of
determination, the total liabilities of Holdings and its Subsidiaries on a
consolidated basis that may properly be classified as current liabilities in
conformity with GAAP, excluding the current portion of long term debt.

            "CONSOLIDATED EXCESS CASH FLOW" means, for any period, an amount (if
positive) equal to: (i) the sum, without duplication, of the amounts for such
period of (a) Consolidated Adjusted EBITDA, plus (b) the Consolidated Working
Capital Adjustment, minus (ii) the sum, without duplication, of the amounts for
such period of (a) voluntary and scheduled repayments of Consolidated Total Debt
(excluding (i) repayments of Revolving Loans or Swing Line Loans except to the
extent (x) such Revolving Loans were made on the Closing Date and are repaid
prior to the end of Fiscal Year 2004 and such repayment amount does not exceed
75% of the aggregate amount of Revolving Loans made on the Closing Date or (y)
the Revolving Commitments are permanently reduced in connection with such
repayments and (ii) repurchases of Term Loans made pursuant to Section 2.13(c)),
(b) Consolidated Capital Expenditures (net of any proceeds of (y) any related
financings with respect to such expenditures and (z) any sales of assets used to
finance such expenditures), (c) Consolidated Cash Interest Expense, (d) the
provision for current taxes based on income of Holdings and its Subsidiaries and
payable in cash with respect to such period, and any Permitted Tax Distributions
payable in cash with respect to such period, (e) the cash portion of any payment
of any Earn-Out Obligation made by Company during such period, (f) any scheduled
repayments under any Seller Subordinated Notes made by Company made in Cash
during such period, (g) the cash portion of any payment made with respect to a
Permitted Acquisition completed during such period, and (h) the cash portion of
any payments made during such period in connection with any repurchases of
Holdings' Capital Stock from deceased, disabled, terminated or retired employees
permitted under Section 6.5(f).

            "CONSOLIDATED FIRST PRIORITY SENIOR DEBT" means, as at any date of
determination, Consolidated Total Debt less the sum of (i) Subordinated
Indebtedness of Company and its Subsidiaries, determined on a consolidated basis
in accordance with GAAP and (ii) any Indebtedness incurred under the Second Lien
Credit Agreement.

            "CONSOLIDATED FIXED CHARGES" means, for any period, the sum, without
duplication, of the amounts determined for Holdings and its Subsidiaries on a
consolidated basis equal to (i) Consolidated Cash Interest Expense, (ii)
scheduled payments of principal on Consolidated Total Debt, (iii) Consolidated
Rental Payments, (iv) payments of Earn-Out Obligations required to be made by
Company or any of its Subsidiaries for such period, and (v) scheduled debt
repayments required to be made by Company or any of its Subsidiaries under the
Seller Subordinated Notes for such period; provided, however, for the purposes
of clarification only, scheduled payments of principal on Consolidated Total
Debt shall not include any such payments with respect to Existing Indebtedness
made up to and including the Closing Date.

            "CONSOLIDATED INTEREST EXPENSE" means, for any period, total
interest expense (including that portion attributable to Capital Leases in
accordance with GAAP and capitalized interest) of Holdings and its Subsidiaries
on a consolidated basis with respect to all outstanding Indebtedness of Holdings
and its Subsidiaries, including all commissions, discounts and other fees and
charges owed with respect to letters of credit and net costs under Interest Rate

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Agreements, but excluding, however, any amounts referred to in Section 2.11(d)
payable on or before the Closing Date.

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

            "CONSOLIDATED RENTAL PAYMENTS" means, for any period, the total rent
expense (including, without limitation, under any agreement to rent or lease any
real or personal property (exclusive of obligations under Capital Leases)) of
Company and its Subsidiaries, determined on a consolidated basis for Company and
its Subsidiaries in accordance with GAAP.

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

            "CONSOLIDATED WORKING CAPITAL" means, as at any date of
determination, the excess of Consolidated Current Assets over Consolidated
Current Liabilities.

            "CONSOLIDATED WORKING CAPITAL ADJUSTMENT" means, for any period on a
consolidated basis, the amount (which may be a negative number) by which
Consolidated Working Capital as of the beginning of such period exceeds (or is
less than) Consolidated Working Capital as of the end of such period.

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

            "CONTRIBUTING GUARANTORS" as defined in Section 7.2.

            "CONVERSION/CONTINUATION DATE" means the effective date of a
continuation or conversion, as the case may be, as set forth in the applicable
Conversion/Continuation Notice.

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            "CONVERSION/CONTINUATION NOTICE" means a Conversion/Continuation
Notice substantially in the form of Exhibit A-2.

            "COUNTERPART AGREEMENT" means a Counterpart Agreement substantially
in the form of Exhibit H delivered by a Credit Party pursuant to Section 5.10.

            "CREDIT DATE" means the date of a Credit Extension.

            "CREDIT DOCUMENT" means any of this Agreement, the Notes, if any,
the Collateral Documents, any documents or certificates executed by Company in
favor of Issuing Bank relating to Letters of Credit, and all other documents,
instruments or agreements executed and delivered by a Credit Party for the
benefit of any Agent, Issuing Bank or any Lender in connection with this
Agreement.

            "CREDIT EXTENSION" means the making of a Loan or the issuing of a
Letter of Credit.

            "CREDIT PARTY" means each Person (other than any Agent, Issuing Bank
or any Lender or any other representative thereof) from time to time party to a
Credit Document.

            "CURRENCY AGREEMENT" means any foreign exchange contract, currency
swap agreement, futures contract, option contract, synthetic cap or other
similar agreement or arrangement, each of which is for the purpose of hedging
the foreign currency risk associated with Holdings' and its Subsidiaries'
operations and not for speculative purposes.

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

            "DEFAULT EXCESS" means, with respect to any Defaulting Lender, the
excess, if any, of such Defaulting Lender's Pro Rata Share of the aggregate
outstanding principal amount of Loans of all Lenders (calculated as if all
Defaulting Lenders (other than such Defaulting Lender) had funded all of their
respective Defaulted Loans) over the aggregate outstanding principal amount of
all Loans of such Defaulting Lender.

            "DEFAULT PERIOD" means, with respect to any Defaulting Lender, the
period commencing on the date of the applicable Funding Default and ending on
the earliest of the following dates: (i) the date on which all Commitments are
cancelled or terminated and/or the Obligations are declared or become
immediately due and payable, (ii) the date on which (a) the Default Excess with
respect to such Defaulting Lender shall have been reduced to zero (whether by
the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting
Lender or by the non-pro rata application of any voluntary or mandatory
prepayments of the Loans in accordance with the terms of Section 2.13 or Section
2.14 or by a combination thereof) and (b) such Defaulting Lender shall have
delivered to Company and Administrative Agent a written reaffirmation of its
intention to honor its obligations hereunder with respect to its Commitments,
and (iii) the date on which Company, Administrative Agent and Requisite Lenders
waive all Funding Defaults of such Defaulting Lender in writing.

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            "DEFAULTED LOAN" as defined in Section 2.22.

            "DEFAULTING LENDER" as defined in Section 2.22.

            "DEPOSIT ACCOUNT" means a demand, time, savings, passbook or like
account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

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

            "DOMESTIC SUBSIDIARY" means any Subsidiary organized under the laws
of the United States of America, any State thereof or the District of Columbia.

            "EARN-OUT OBLIGATION" means, collectively, the Existing Earn-Out
Obligations and any Additional Earn-Out Obligations.

            "ELIGIBLE ASSIGNEE" means (i) any Lender, any Affiliate of any
Lender and any Related Fund (any two or more Related Funds being treated as a
single Eligible Assignee for all purposes hereof), and (ii) any commercial bank,
insurance company, investment or mutual fund or other entity that is an
"accredited investor" (as defined in Regulation D under the Securities Act) and
which extends credit or buys loans as one of its businesses; provided, no
Affiliate of Holdings or Sponsor shall be an Eligible Assignee.

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

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

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

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

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

            "ERISA EVENT" means (i) a "reportable event" within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any
Pension Plan (excluding those for which the provision for 30-day notice to the
PBGC has been waived by regulation); (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code with respect to any
Pension Plan (whether or not waived in accordance with Section 412(d) of the
Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to
any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan
pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such
plan in a distress termination described in Section 4041(c) of ERISA; (iv) the
withdrawal by Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates from any Pension Plan with two or more contributing sponsors or the
termination of any such Pension Plan resulting in liability to Holdings, any of
its Subsidiaries or any of their respective Affiliates pursuant to Section 4063
or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate
any Pension Plan, or the occurrence of any event or condition which could
reasonably be expected to constitute grounds under ERISA for the termination of,
or the appointment of a trustee to administer, any Pension Plan; (vi) the
imposition of liability on Holdings, any of its Subsidiaries or any of their
respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by
reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of
Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in
a complete or partial withdrawal (within the meaning of Sections 4203 and 4205
of ERISA) from any Multiemployer Plan if there is any potential liability
therefore, or the receipt by Holdings, any of its Subsidiaries or any of their
respective ERISA Affiliates of notice from any Multiemployer Plan that it is in
reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that
it intends to terminate or has terminated under Section 4041A or 4042 of ERISA;
(viii) the occurrence of an act or omission which could reasonable be expected
to give rise to the imposition on Holdings, any of its Subsidiaries or any of
their respective ERISA Affiliates of fines, penalties, taxes or related charges
under Chapter 43 of the Internal Revenue Code or under Section 409, Section
502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit
Plan; (ix) the assertion of a material claim (other than routine claims for
benefits) against any Employee Benefit Plan other than a Multiemployer Plan or
the assets thereof, or against Holdings, any of its Subsidiaries or any of their
respective ERISA Affiliates in connection with

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any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of
notice of the failure of any Pension Plan (or any other Employee Benefit Plan
intended to be qualified under Section 401(a) of the Internal Revenue Code) to
qualify under Section 401(a) of the Internal Revenue Code, or the failure of any
trust forming part of any Pension Plan to qualify for exemption from taxation
under Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a
Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or
pursuant to ERISA with respect to any Pension Plan.

            "EURODOLLAR RATE LOAN" means a Loan bearing interest at a rate
determined by reference to the Adjusted Eurodollar Rate.

            "EVENT OF DEFAULT" means each of the conditions or events set forth
in Section 8.1.

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

            "EXISTING EARN-OUT OBLIGATION" means the unsecured contingent
liability of Company or ARC Acquisition Corporation, as the case may be, owed to
a seller as a portion of the purchase price under, and as set forth in, the
acquisition agreements which are identified on Schedule 1.1(a) annexed hereto,
as in effect on the Closing Date and as such agreements may thereafter be
amended, restated, supplemented or otherwise modified from time to time to the
extent permitted under Section 6.16.

            "EXISTING INDEBTEDNESS" means (i) Indebtedness and other obligations
outstanding under that certain Amended and Restated Credit and Guaranty
Agreement dated as of September 8, 2000 between Company, Syndication Agent and
Fleet National Bank, as amended prior to the Closing Date and (ii) all
outstanding notes of Holdings and the Company issued pursuant to the Senior Note
Indentures.

            "EXISTING SELLER SUBORDINATED NOTES" means, collectively, the
unsecured promissory notes identified on Schedule 1.1(b) annexed hereto, which
promissory notes were issued by Company to a seller as a portion of the purchase
price in connection with an acquisition consummated prior to the Closing Date,
as such notes are in effect on the Closing Date and as such promissory notes may
thereafter be amended, restated, supplemented or otherwise modified from time to
time to the extent permitted under Section 6.16.

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

            "FAIR SHARE" as defined in Section 7.2.

            "FAIR SHARE CONTRIBUTION AMOUNT" as defined in Section 7.2.

            "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, a floating rate
equal to the weighted average of the rates on overnight federal funds
transactions among members of the

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Federal Reserve System, as determined by Administrative Agent in its sole
discretion, which determination shall be final, binding and conclusive (absent
demonstrable error).

            "FINANCIAL OFFICER CERTIFICATION" means, with respect to the
financial statements for which such certification is required, the certification
of the chief financial officer of Holdings that such financial statements fairly
present, in all material respects, the financial condition of Holdings and its
Subsidiaries as at the dates indicated and the results of their operations and
their cash flows for the periods indicated, subject to changes resulting from
audit and normal year-end adjustments.

            "FINANCIAL PLAN" as defined in Section 5.1(i).

            "FIRST PRIORITY" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that such Lien is
the only Lien to which such Collateral is subject, other than any Permitted
Lien.

            "FIRST PRIORITY SENIOR DEBT LEVERAGE RATIO" means the ratio as of
the last day of any Fiscal Quarter of (i) Consolidated First Priority Senior
Debt as of such day to (ii) Consolidated Adjusted EBITDA for the four-Fiscal
Quarter period ending on such date.

            "FISCAL QUARTER" means a fiscal quarter of any Fiscal Year.

            "FISCAL YEAR" means the fiscal year of Holdings and its Subsidiaries
ending on December 31st of each calendar year.

            "FIXED CHARGE COVERAGE RATIO" means the ratio as of the last day of
any Fiscal Quarter of (i) Consolidated Adjusted EBITDAR for the four-Fiscal
Quarter Period then ending minus the sum, without duplication, of the amounts
for such period of (a) cash payments made in respect of Consolidated Capital
Expenditures (net of any proceeds of any related financings with respect to such
expenditures), (b) the provision for current taxes based on income of Company
and its Subsidiaries and payable in cash with respect to such period, and any
Permitted Tax Distributions payable in cash with respect to such period, and (c)
any Permitted Investor Note Tax Distribution Amount payable in cash with respect
to such period, to (ii) Consolidated Fixed Charges for such four-Fiscal Quarter
Period.

            "FLOOD HAZARD PROPERTY" means any Real Estate Asset subject to a
mortgage in favor of Collateral Agent, for the benefit of the Lenders, and
located in an area designated by the Federal Emergency Management Agency as
having special flood or mud slide hazards.

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

            "FUNDING DEFAULT" as defined in Section 2.22.

            "FUNDING GUARANTOR" as defined in Section 7.2.

            "FUNDING NOTICE" means a notice substantially in the form of Exhibit
A-1.

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            "GAAP" means, subject to the limitations on the application thereof
set forth in Section 1.2, United States generally accepted accounting principles
in effect as of the date of determination thereof.

            "GOVERNMENTAL ACTS" means any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or
Governmental Authority.

            "GOVERNMENTAL AUTHORITY" means any federal, state, municipal,
national or other government, governmental department, commission, board,
bureau, court, agency or instrumentality or political subdivision thereof or any
entity or officer exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to any government or any court, in
each case whether associated with a state of the United States, the United
States, or a foreign entity or government.

            "GOVERNMENTAL AUTHORIZATION" means any permit, license,
authorization, plan, directive, consent order or consent decree of or from any
Governmental Authority.

            "GRANTOR" as defined in the Pledge and Security Agreement.

            "GUARANTEED OBLIGATIONS" as defined in Section 7.1.

            "GUARANTOR" means each of Holdings and each Domestic Subsidiary of
Holdings (other than Company).

            "GUARANTOR SUBSIDIARY" means each Guarantor other than Holdings.

            "GUARANTY" means the guaranty of each Guarantor set forth in Section
7.

            "HAZARDOUS MATERIALS" means any chemical, material or substance,
exposure to which is prohibited, limited or regulated by any Governmental
Authority or which may or could pose a hazard to the health and safety of the
owners, occupants or any Persons in the vicinity of any Facility or to the
indoor or outdoor environment.

            "HAZARDOUS MATERIALS ACTIVITY" means any past, current or proposed
activity, event or occurrence involving any Hazardous Materials, including the
use, manufacture, possession, storage, holding, presence, existence, location,
Release, threatened Release, discharge, placement, generation, transportation,
processing, treatment, abatement, removal, remediation, disposal, disposition or
handling of any Hazardous Materials, and any corrective action or response
action with respect to any of the foregoing.

            "HEDGE AGREEMENT" means an Interest Rate Agreement or a Currency
Agreement entered into with a Lender Counterparty in order to satisfy the
requirements of this Agreement or otherwise in the ordinary course of Holdings'
or any of its Subsidiaries' businesses and not for speculative purposes.

            "HIGHEST LAWFUL RATE" means the maximum lawful interest rate, if
any, that at any time or from time to time may be contracted for, charged, or
received under the laws

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applicable to any Lender which are presently in effect or, to the extent allowed
by law, under such applicable laws which may hereafter be in effect and which
allow a higher maximum nonusurious interest rate than applicable laws now allow.

            "HISTORICAL FINANCIAL STATEMENTS" means as of the Closing Date, (i)
the audited financial statements of Holdings and its Subsidiaries, for the
immediately preceding three (3) Fiscal Years, consisting of balance sheets and
the related consolidated statements of income, members' equity and cash flows
for such Fiscal Years, and (ii) the unaudited financial statements of Holdings
and its Subsidiaries as at the most recently ended Fiscal Quarter and month,
consisting of a balance sheet and the related consolidated statements of income,
members' equity and cash flows for the three-, six-or nine-month period, as
applicable, ending on such date, and, in the case of clauses (i) and (ii),
certified by the chief financial officer of Company that they fairly present, in
all material respects, the financial condition of Holdings and its Subsidiaries
as at the dates indicated and the results of their operations and their cash
flows for the periods indicated, subject to changes resulting from audit and
normal year-end adjustments.

            "HOLDINGS" as defined in the preamble hereto.

            "HOLDINGS OPERATING AGREEMENT" means the Amended and Restated
Operating Agreement of Holdings dated as of April 10, 2000, as amended through
the Closing Date and as such agreement may be further amended, restated,
supplemented or otherwise modified from time to time to the extent permitted
under Section 6.15.

            "INCREASED-COST LENDER" as defined in Section 2.23.

            "INDEBTEDNESS", as applied to any Person, means, without
duplication, (i) all indebtedness for borrowed money; (ii) that portion of
obligations with respect to Capital Leases that is properly classified as a
liability on a balance sheet in conformity with GAAP; (iii) notes payable and
drafts accepted representing extensions of credit whether or not representing
obligations for borrowed money; (iv) any obligation owed for all or any part of
the deferred purchase price of property or services (excluding any such
obligations incurred under ERISA and ordinary course trade payables), which
purchase price is (a) due more than six months from the date of incurrence of
the obligation in respect thereof or (b) evidenced by a note or similar written
instrument; (v) all indebtedness secured by any Lien on any property or asset
owned or held by that Person regardless of whether the indebtedness secured
thereby shall have been assumed by that Person or is nonrecourse to the credit
of that Person; (vi) the face amount of any letter of credit issued for the
account of that Person or as to which that Person is otherwise liable for
reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement
(otherwise than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of the
obligation of another; (viii) any obligation of such Person the primary purpose
or intent of which is to provide assurance to an obligee that the obligation of
the obligor thereof will be paid or discharged, or any agreement relating
thereto will be complied with, or the holders thereof will be protected (in
whole or in part) against loss in respect thereof (excluding ordinary course
trade payables); (ix) any liability of such Person for an obligation of another
through any agreement (contingent or otherwise) (a) to purchase, repurchase or
otherwise acquire such obligation or any security therefor, or to provide funds
for

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the payment or discharge of such obligation (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise) or (b) to
maintain the solvency or any balance sheet item, level of income or financial
condition of another if, in the case of any agreement described under subclauses
(a) or (b) of this clause (ix), the primary purpose or intent thereof is as
described in clause (viii) above; and (x) all obligations of such Person in
respect of any exchange traded or over the counter derivative transaction,
including, without limitation, any Interest Rate Agreement and Currency
Agreement, whether entered into for hedging or speculative purposes; provided,
in no event shall obligations under any Interest Rate Agreement and any Currency
Agreement be deemed "Indebtedness" for any purpose under Section 6.8.

            "INDEMNIFIED LIABILITIES" means, collectively, any and all
liabilities, obligations, losses, damages (including natural resource damages),
penalties, claims (including Environmental Claims), costs (including the costs
of any investigation, study, sampling, testing, abatement, cleanup, removal,
remediation or other response action necessary to remove, remediate, clean up or
abate any Hazardous Materials Activity), expenses and disbursements of any kind
or nature whatsoever (including the reasonable fees and disbursements of counsel
for Indemnitees in connection with any investigative, administrative or judicial
proceeding commenced or threatened by any Person, whether or not any such
Indemnitee shall be designated as a party or a potential party thereto, and any
fees or expenses incurred by Indemnitees in enforcing this indemnity), whether
direct, indirect or consequential and whether based on any federal, state or
foreign laws, statutes, rules or regulations (including securities and
commercial laws, statutes, rules or regulations and Environmental Laws), on
common law or equitable cause or on contract or otherwise, that may be imposed
on, incurred by, or asserted against any such Indemnitee, in any manner relating
to or arising out of (i) this Agreement or the other Credit Documents or the
transactions contemplated hereby or thereby (including the Lenders' agreement to
make Credit Extensions or the use or intended use of the proceeds thereof, or
any enforcement of any of the Credit Documents (including any sale of,
collection from, or other realization upon any of the Collateral or the
enforcement of the Guaranty)); (ii) the statements contained in the commitment
letter delivered by any Lender to Company or Sponsor with respect to the
transactions contemplated by this Agreement; or (iii) any Environmental Claim or
any Hazardous Materials Activity relating to or arising from, directly or
indirectly, any past or present activity, operation, land ownership, or practice
of Holdings or any of its Subsidiaries.

            "INDEMNITEE" as defined in Section 10.3.

            "INDEX RATE" means, for any day, a floating rate equal to the higher
of (i) the rate publicly quoted from time to time by The Wall Street Journal as
the "base rate on corporate loans posted by at least 75% of the nation's 30
largest banks" (or, if The Wall Street Journal ceases quoting a base rate of the
type described, the highest per annum rate of interest published by the Federal
Reserve Board in Federal Reserve statistical release H.15 (519) entitled
"Selected Interest Rates" as the Bank prime loan rate or its equivalent), and
(ii) the Federal Funds Effective Rate plus 50 basis points per annum. Each
change in any interest rate provided for in the Agreement based upon the Index
Rate shall take effect at the time of such change in the Index Rate.

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            "INDEX RATE LOAN" means a Loan bearing interest at a rate determined
by reference to the Index Rate.

            "INSTALLMENT" as defined in Section 2.12(a).

            "INTERCREDITOR AGREEMENT" means an Intercreditor Agreement
substantially in the form of Exhibit L, as it may be amended, supplemented or
otherwise modified from time to time.

            "INTEREST COVERAGE RATIO" means the ratio as of the last day of any
Fiscal Quarter of (i) Consolidated Adjusted EBITDAR for the four-Fiscal Quarter
Period then ended, to (ii) the sum of the amounts for such period of (a)
Consolidated Cash Interest Expense and (b) Consolidated Rental Payments.

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

            "INTEREST PERIOD" means, with respect to any Eurodollar Rate Loan,
each period commencing on a LIBOR Business Day selected by Company pursuant to
the Agreement and ending one, two, three, six or, with the consent of each
affected Lender, twelve months thereafter, as selected by Company in the
applicable Funding Notice; provided, that the foregoing provision relating to
Interest Periods is subject to the following:

            (a) if any Interest Period would otherwise end on a day that is not
      a LIBOR Business Day, such Interest Period shall be extended to the next
      succeeding LIBOR Business Day unless the result of such extension would be
      to carry such Interest Period into another calendar month in which event
      such Interest Period shall end on the immediately preceding LIBOR Business
      Day;

            (b) any Interest Period that would otherwise extend beyond the date
      set forth in clause (i) of the definition of "Revolving Commitment
      Termination Date" shall end two (2) LIBOR Business Days prior to such
      date;

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

            (d) Company shall select Interest Periods so as not to require a
      payment or prepayment of any Eurodollar Rate Loan during an Interest
      Period for such Loan;

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            (e) Company shall select Interest Periods so that there shall be no
      more than 8 separate Eurodollar Rate Loans in existence at any one time;
      and

            (f) no Interest Period may be selected for any portion of the Term
Loans if an Installment for such Term Loan is payable during such Interest
Period and the portion of such Term Loan which constitutes an Index Rate Loan
does not equal or exceed the amount of such Installment.

            "INTEREST RATE AGREEMENT" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, interest rate
hedging agreement or other similar agreement or arrangement, each of which is
for the purpose of hedging the interest rate exposure associated with Holdings'
and its Subsidiaries' operations and not for speculative purposes.

            "INTEREST RATE DETERMINATION DATE" means, with respect to any
Interest Period, the date that is two Business Days prior to the first day of
such Interest Period.

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

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

            "INVESTOR NOTES" means, collectively, any unsecured promissory notes
issued by Holdings to ARC Acquisition Co., L.L.C., in accordance with Section
6.1(c) of the Holdings Operating Agreement, which notes are expressly
subordinated and made junior to the payment and performance in full of all the
Obligations, each of which shall be substantially in the form of Exhibit B to
the Holdings Operating Agreement, as such notes may be amended, restated,
supplemented or otherwise modified from time to time to the extent permitted
under Section 6.16.

            "INVESTOR NOTE TAX BENEFIT AMOUNT" means with respect to the
applicable period with respect to which a Permitted Tax Distribution is
determined, the excess, if any, of (i) the amount that such Permitted Tax
Distribution would be for such period had there never been

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any Investor Notes outstanding at any time over (ii) the actual Permitted Tax
Distribution for such period.

            "INVESTOR REGISTRATION RIGHTS AGREEMENT" means the Investor
Registration Rights Agreement, dated April 10, 2000 by and among Holdings, ARC
Acquisition Co., L.L.C., GS Mezzanine Partners II, L.P., and GS Mezzanine
Partners II Offshore, L.P. and certain other parties signatory thereto as in
effect on the Closing Date and as such agreement may thereafter be amended,
restated, supplemented or otherwise modified from time to time to the extent
permitted under Section 6.15.

            "INVESTOR UNITHOLDERS AGREEMENT" means the Investor Unitholders
Agreement dated April 10, 2000 by and among Holdings, ARC Acquisition Co.,
L.L.C., GS Mezzanine Partners II, L.P., and GS Mezzanine Partners II Offshore,
L.P. as in effect on the Closing Date and as such agreement may thereafter be
amended, restated, supplemented or otherwise modified from time to time to the
extent permitted under Section 6.15.

            "ISSUANCE NOTICE" means an Issuance Notice substantially in the form
of Exhibit A-3.

            "ISSUING BANK" means GECC as Issuing Bank hereunder, together with
its permitted successors and assigns in such capacity.

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

            "LANDLORD CONSENT AND ESTOPPEL" means, with respect to any Leasehold
Property, a letter, certificate or other instrument in writing from the lessor
under the related lease, pursuant to which, among other things, the landlord
consents to the granting of a Mortgage on such Leasehold Property by the Credit
Party tenant, such Landlord Consent and Estoppel to be in form and substance
acceptable to Collateral Agent in its reasonable discretion, but in any event
sufficient for Collateral Agent to obtain a Title Policy with respect to such
Mortgage.

            "LANDLORD PERSONAL PROPERTY COLLATERAL ACCESS AGREEMENT" means a
Landlord Waiver and Consent Agreement substantially in the form of Exhibit K
with such amendments or modifications as may be approved by Collateral Agent.

            "LEAD ARRANGER" as defined in the preamble hereto.

            "LEASEHOLD PROPERTY" means any leasehold interest of any Credit
Party as lessee under any lease of real property, other than any such leasehold
interest designated from time to time by Collateral Agent in its sole discretion
as not being required to be included in the Collateral.

            "LENDER" means each financial institution listed on the signature
pages hereto as a Lender, and any other Person that becomes a party hereto
pursuant to an Assignment Agreement.

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            "LENDER COUNTERPARTY" means each Lender or any Affiliate of a Lender
counterparty to a Hedge Agreement (including any Person who is a Lender (and any
Affiliate thereof) as of the Closing Date but subsequently, whether before or
after entering into a Hedge Agreement, ceases to be a Lender) including, without
limitation, each such Affiliate that enters into a joinder agreement with
Collateral Agent.

            "LETTER OF CREDIT" means a commercial or standby letter of credit
issued or to be issued by Issuing Bank pursuant to this Agreement.

            "LETTER OF CREDIT SUBLIMIT" means the lesser of (i) $10,000,000 and
(ii) the aggregate unused amount of the Revolving Commitments then in effect.

            "LETTER OF CREDIT USAGE" means, as at any date of determination, the
sum of (i) the maximum aggregate amount which is, or at any time thereafter may
become, available for drawing under all Letters of Credit then outstanding, and
(ii) the aggregate amount of all drawings under Letters of Credit honored by
Issuing Bank and not theretofore reimbursed by or on behalf of Company.

            "LEVERAGE RATIO" means the ratio as of the last day of any Fiscal
Quarter of (i) Consolidated Total Debt as of such day to (ii) Consolidated
Adjusted EBITDA for the four-Fiscal Quarter period ending on such date.

            "LIBOR BUSINESS DAY" means a Business Day on which banks in the City
of London are generally open for interbank or foreign exchange transactions.

            "LIEN" means (i) any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance of any kind (including any agreement to give any
of the foregoing, any conditional sale or other title retention agreement, and
any lease in the nature thereof) and any option, trust or other preferential
arrangement having the practical effect of any of the foregoing and (ii) in the
case of Securities, any purchase option, call or similar right of a third party
with respect to such Securities.

            "LOAN" means a Term Loan, a Revolving Loan, and a Swing Line Loan.

            "MANAGEMENT AGREEMENT" means that certain Financial Advisory
Services Agreement dated as of April 10, 2000 between CHS Management IV, L.P.
and Holdings as in effect on the Closing Date and as such agreement may
thereafter be amended, restated, supplemented or otherwise modified from time to
time to the extent permitted under Section 6.15.

            "MANAGEMENT FEES" means with respect to any fees payable by Holdings
pursuant to the Management Agreement, an amount for any Fiscal Year not to
exceed $1,000,000 plus the reasonable out-of-pocket expenses of Sponsor
reimbursable thereunder.

            "MARGIN STOCK" as defined in Regulation U of the Board of Governors
of the Federal Reserve System as in effect from time to time.

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            "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
business, operations, properties, assets, condition (financial or otherwise) or
prospects of Holdings and its Subsidiaries taken as a whole; (ii) the ability of
any Credit Party to fully and timely perform its Obligations; (iii) the
legality, validity, binding effect or enforceability against a Credit Party of a
Credit Document to which it is a party; or (iv) the rights, remedies and
benefits available to, or conferred upon, any Agent and any Lender or any
Secured Party under any Credit Document.

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

            "MATERIAL REAL ESTATE ASSET" means (i) (a) any fee-owned Real Estate
Asset having a fair market value in excess of $500,000 as of the date of the
acquisition thereof and (b) all Leasehold Properties other than those with
respect to which the aggregate payments under the term of the lease are less
than $250,000 per annum or (ii) any Real Estate Asset that the Requisite Lenders
have determined is material to the business, operations, properties, assets,
condition (financial or otherwise) or prospects of Holdings or any Subsidiary
thereof, including Company.

            "MOODY'S" means Moody's Investor Services, Inc.

            "MORTGAGE" means a Mortgage substantially in the form of Exhibit J,
as it may be amended, supplemented or otherwise modified from time to time.

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

            "NAIC" means The National Association of Insurance Commissioners,
and any successor thereto.

            "NARRATIVE REPORT" means, with respect to the financial statements
for which such narrative report is required, a narrative report describing the
operations of Holdings and its Subsidiaries in the form prepared for
presentation to senior management thereof for the applicable month, Fiscal
Quarter or Fiscal Year and for the period from the beginning of the then current
Fiscal Year to the end of such period to which such financial statements relate.

            "NET ASSET SALE PROCEEDS" means, with respect to any Asset Sale, an
amount equal to: (i) Cash payments (including any Cash received by way of
deferred payment pursuant to, or by monetization of, a note receivable or
otherwise, but only as and when so received) received by Holdings or any of its
Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs
incurred in connection with such Asset Sale, including (a) income or gains taxes
payable by the seller as a result of any gain recognized in connection with such
Asset Sale, (b) payment of the outstanding principal amount of, premium or
penalty, if any, and interest on any Indebtedness (other than the Loans) that is
secured by a Lien on the stock or assets in question and that is required to be
repaid under the terms thereof as a result of such Asset Sale and (c) a
reasonable reserve for any indemnification payments (fixed or contingent)
attributable to seller's

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indemnities and representations and warranties to purchaser in respect of such
Asset Sale undertaken by Holdings or any of its Subsidiaries in connection with
such Asset Sale.

            "NET INSURANCE/CONDEMNATION PROCEEDS" means an amount equal to: (i)
any Cash payments or proceeds received by Holdings or any of its Subsidiaries
(a) under any casualty insurance policy in respect of a covered loss thereunder
or (b) as a result of the taking of any assets of Holdings or any of its
Subsidiaries by any Person pursuant to the power of eminent domain, condemnation
or otherwise, or pursuant to a sale of any such assets to a purchaser with such
power under threat of such a taking, minus (ii) (a) any actual and reasonable
costs incurred by Holdings or any of its Subsidiaries in connection with the
adjustment or settlement of any claims of Holdings or such Subsidiary in respect
thereof, and (b) any bona fide direct costs incurred in connection with any sale
of such assets as referred to in clause (i)(b) of this definition, including
income taxes payable as a result of any gain recognized in connection therewith.

            "NON-CONSENTING LENDER" as defined in Section 2.23.

            "NON-US LENDER" as defined in Section 2.20(c).

            "NOTE" means a Term Loan Note, a Revolving Loan Note or a Swing Line
Note.

            "NOTICE" means a Funding Notice, an Issuance Notice, or a
Conversion/Continuation Notice.

            "OBLIGATIONS" means all obligations of every nature of each Credit
Party from time to time owed to the Agents (including former Agents), the
Lenders or any of them and Lender Counterparties), under any Credit Document or
Hedge Agreement (including, without limitation, with respect to a Hedge
Agreement, obligations owed thereunder to any person who was a Lender or an
Affiliate of a Lender at the time such Hedge Agreement was entered into),
whether for principal, interest (including interest which, but for the filing of
a petition in bankruptcy with respect to such Credit Party, would have accrued
on any Obligation, whether or not a claim is allowed against such Credit Party
for such interest in the related bankruptcy proceeding), reimbursement of
amounts drawn under Letters of Credit, payments for early termination of Hedge
Agreements, fees, expenses, indemnification or otherwise.

            "OBLIGEE GUARANTOR" as defined in Section 7.7.

            "OFFER" as defined in Section 2.13(c).

            "OFFER LOANS" as defined in Section 2.13(c).

            "ORGANIZATIONAL DOCUMENTS" means (i) with respect to any
corporation, its certificate or articles of incorporation or organization, as
amended, and its by-laws, as amended, (ii) with respect to any limited
partnership, its certificate of limited partnership, as amended, and its
partnership agreement, as amended, (iii) with respect to any general
partnership, its partnership agreement, as amended, and (iv) with respect to any
limited liability company, its articles of organization, as amended, and its
operating agreement, as amended. In the event any

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term or condition of this Agreement or any other Credit Document requires any
Organizational Document to be certified by a secretary of state or similar
governmental official, the reference to any such "Organizational Document" shall
only be to a document of a type customarily certified by such governmental
official.

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

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

            "PERMITTED ACQUISITION" means any acquisition by Company or any of
its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all
or substantially all of the assets of, all of the Capital Stock of, or a
business line or unit or a division of, any Person; provided,

                (i) immediately prior to, and after giving effect thereto, no
        Default or Event of Default shall have occurred and be continuing or
        would result therefrom;

                (ii) all transactions in connection therewith shall be
        consummated, in all material respects, in accordance with all applicable
        laws and in conformity with all applicable Governmental Authorizations;

                (iii) in the case of the acquisition of Capital Stock, all of
        the Capital Stock (except for any such Securities in the nature of
        directors' qualifying shares required pursuant to applicable law)
        acquired or otherwise issued by such Person or any newly formed
        Subsidiary of Company in connection with such acquisition shall be owned
        100% by Company or a Guarantor Subsidiary thereof, and Company shall
        have taken, or caused to be taken, as of the date such Person becomes a
        Subsidiary of Company, each of the actions set forth in Sections 5.10
        and/or 5.11, as applicable;

                (iv) if the consideration to be delivered in connection with the
        proposed acquisition includes any deferred consideration payable to any
        seller such as payment under a seller note, Additional Earn-Out
        Obligations, or extraordinary payments under consulting, employment or
        lease agreements with such seller or its Affiliates, such deferred
        consideration shall in all cases be expressly subordinated to payment of
        the Obligations pursuant to an Additional Seller Subordinated Note or a
        subordination agreement substantially in the form of Exhibit M (or an
        agreement containing substantially similar terms, in each case with such
        modifications thereto as may be consented to by Administrative Agent),
        as the case may be;

                (v) Holdings and its Subsidiaries shall be in compliance with
        the financial covenants set forth in Section 6.8 on a pro forma basis
        after giving effect to such acquisition as of the last day of the Fiscal
        Quarter most recently ended, (as determined in accordance with Section
        6.8(f));

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                (vi) Company shall have delivered to Administrative Agent at
        least 10 Business Days prior to such proposed acquisition, (y) a
        Compliance Certificate evidencing compliance with Section 6.8 as
        required under clause (v) above, together with all relevant financial
        information with respect to such acquired assets, including, without
        limitation, the aggregate consideration for such acquisition and any
        other information required to demonstrate compliance with Section 6.8
        and (z) copies of the definitive documentation relating to such proposed
        acquisition; and

                (vii) any Person or assets or division as acquired in accordance
        herewith (y) shall be in same business or lines of business in which
        Company and/or its Subsidiaries are permitted to be engaged pursuant to
        Section 6.13 and (z) shall have generated positive Consolidated Adjusted
        EBITDA (after allowing for pro forma adjustments as may be permitted in
        Section 6.8(f)) for the most recently completed four-Fiscal Quarter
        period prior to the date of such acquisition.

            "PERMITTED INVESTOR NOTE TAX DISTRIBUTION AMOUNT" as defined in
Section 6.5(d).

            "PERMITTED LIENS" means each of the Liens permitted pursuant to
Section 6.2.

            "PERMITTED SALE-LEASEBACKS" as defined in Section 6.11.

            "PERMITTED TAX DISTRIBUTIONS" means with respect to each (a) Fiscal
Quarter of Holdings or other non-annual taxable period for which taxes are
payable by the holders of Holdings' Capital Stock, cash distributions made to
any of the holders of Holdings' Capital Stock, made at approximately the same
time at which federal income tax installments with respect to income for such
Fiscal Quarter or other taxable period are payable, in an amount sufficient to
pay such holder's estimated federal, state and local income taxes on such
holder's respective share of the taxable income of Holdings for such fiscal
quarter or other taxable period, and (b) Fiscal Year of Holdings, cash
distributions made to any of the holders of Holdings' Capital Stock, made after
the end of such Fiscal Year and prior to the date one hundred (100) days after
the end of such Fiscal Year, in an amount sufficient to pay such holder's
federal, state and local income taxes on such holder's respective share of the
taxable income of Holdings for such fiscal year, provided that (i) any cash
distribution made under clause (b) with respect to a Fiscal Year for which
quarterly distributions were made as provided in clause (a) shall be reduced by
an amount equal to the sum of such quarterly distributions, and (ii) in the case
of each of clauses (a) and (b) above distributions shall be made only to the
extent such income exceeds the cumulative losses of Holdings allocated for tax
purposes to its members in the aggregate for prior Fiscal Years that have not
been utilized to reduce taxable income in prior Fiscal Years and that are
available for use in the current Fiscal Year. Permitted Tax Distributions shall
be made assuming the holders of Holdings' Capital Stock are subject to the
higher of (x) federal, New York state, and New York City income taxes at the
highest marginal rate, and (y) federal, California state, and any local income
taxes to which any of the holders is subject at the highest marginal rate,
taking into account any reduction in any one such tax referred to in either
clause (x) or (y) on account of amounts paid or owing with respect to any other
of such taxes.

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            "PERSON" means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and Governmental Authorities.

            "PHASE I REPORT" means, with respect to any Facility, a report that
(i) conforms to the ASTM Standard Practice for Environmental Site Assessments:
Phase I Environmental Site Assessment, E 1527-00 and (ii) was conducted no more
than six months prior to the date such report is required to be delivered
hereunder, by one or more environmental consulting firms reasonably satisfactory
to Administrative Agent.

            "PLEDGE AND SECURITY AGREEMENT" means the Pledge and Security
Agreement to be executed by Company and each Guarantor substantially in the form
of Exhibit I, as it may be amended, supplemented or otherwise modified from time
to time.

            "PRINCIPAL OFFICE" means, for each of Administrative Agent, Swing
Line Lender and Issuing Bank, such Person's "Principal Office" as set forth on
Appendix B, or such other office as such Person may from time to time designate
in writing to Company, Administrative Agent and each Lender.

            "PROJECTIONS" as defined in Section 4.8.

            "PRO RATA SHARE" means (i) with respect to all payments,
computations and other matters relating to the Term Loan of any Lender, the
percentage obtained by dividing (a) the Term Loan Exposure of that Lender by (b)
the aggregate Term Loan Exposure of all Lenders; and (ii) with respect to all
payments, computations and other matters relating to the Revolving Commitment or
Revolving Loans of any Lender or any Letters of Credit issued or participations
purchased therein by any Lender or any participations in any Swing Line Loans
purchased by any Lender, the percentage obtained by dividing (a) the Revolving
Exposure of that Lender by (b) the aggregate Revolving Exposure of all Lenders.
For all other purposes with respect to each Lender, "Pro Rata Share" means the
percentage obtained by dividing (A) an amount equal to the sum of the Term Loan
Exposure and the Revolving Exposure of that Lender, by (B) an amount equal to
the sum of the aggregate Term Loan Exposure and the aggregate Revolving Exposure
of all Lenders.

            "REAL ESTATE ASSET" means, at any time of determination, any
interest (fee, leasehold or otherwise) then owned by any Credit Party in any
real property.

            "RECORD DOCUMENT" means, with respect to any Leasehold Property, (i)
the lease evidencing such Leasehold Property or a memorandum thereof, executed
and acknowledged by the owner of the affected real property, as lessor, or (ii)
if such Leasehold Property was acquired or subleased from the holder of a
Recorded Leasehold Interest, the applicable assignment or sublease document,
executed and acknowledged by such holder, in each case in form sufficient to
give such constructive notice upon recordation and otherwise in form reasonably
satisfactory to Collateral Agent.

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            "RECORDED LEASEHOLD INTEREST" means a Leasehold Property with
respect to which a Record Document has been recorded in all places necessary or
desirable, in Administrative Agent's reasonable judgment, to give constructive
notice of such Leasehold Property to third-party purchasers and encumbrances of
the affected real property.

            "REFINANCING" as defined in the second recital hereto.

            "REFUNDED SWING LINE LOANS" as defined in Section 2.3(b)(iv).

            "REGISTER" as defined in Section 2.7(b).

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

            "REIMBURSEMENT DATE" as defined in Section 2.4(d).

            "RELATED AGREEMENTS" means, collectively, the Management Agreement,
the Holdings Operating Agreement, the Investor Notes, the Company Operating
Agreement, the Warrant Agreement, the Warrants, the Investor Unitholders
Agreement, the Investor Registration Rights Agreement and any other document
pursuant to which any other Subordinated Indebtedness is issued or otherwise
incurred.

            "RELATED FUND" means, with respect to any Lender that is an
investment fund, any other investment fund that invests in commercial loans and
that is managed or advised by the same investment advisor as such Lender or by
an Affiliate of such investment advisor.

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

            "REPLACEMENT LENDER" as defined in Section 2.23.

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

            "REQUISITE LENDERS" means one or more Lenders having or holding Term
Loan Exposure and/or Revolving Exposure and representing more than 50% of the
sum of (i) the aggregate Term Loan Exposure of all Lenders, and (ii) the
aggregate Revolving Exposure of all Lenders.

            "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any Capital Stock of Holdings or
Company now or hereafter outstanding, except a dividend payable solely in shares
of that class of Capital Stock to the

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holders of that class; (ii) any redemption, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any
shares of any class of Capital Stock of Holdings or Company now or hereafter
outstanding; (iii) any payment made to retire, or to obtain the surrender of,
any outstanding warrants, options or other rights to acquire shares of any class
of Capital Stock of Holdings or Company now or hereafter outstanding; (iv)
management or similar fees payable to Sponsor or any of its Affiliates and (v)
any payment or prepayment of principal of, premium, if any, or interest on, or
redemption, purchase, retirement, defeasance (including in-substance or legal
defeasance), sinking fund or similar payment with respect to, any Subordinated
Indebtedness.

            "REVOLVING COMMITMENT" means the commitment of a Lender to make or
otherwise fund any Revolving Loan and to acquire participations in Letters of
Credit and Swingline Loans hereunder and "REVOLVING COMMITMENTS" means such
commitments of all Lenders in the aggregate. The amount of each Lender's
Revolving Commitment, if any, is set forth on Appendix A-2 or in the applicable
Assignment Agreement, subject to any adjustment or reduction pursuant to the
terms and conditions hereof. The aggregate amount of the Revolving Commitments
as of the Closing Date is $30,000,000.

            "REVOLVING COMMITMENT PERIOD" means the period from the Closing Date
to but excluding the Revolving Commitment Termination Date.

            "REVOLVING COMMITMENT TERMINATION DATE" means the earliest to occur
of (i) January 31, 2004, if the Term Loans are not made on or before that date;
(ii) the 5th anniversary of the Closing Date, (iii) the date the Revolving
Commitments are permanently reduced to zero pursuant to Section 2.13(b) or 2.14,
and (iv) the date of the termination of the Revolving Commitments pursuant to
Section 8.1.

            "REVOLVING EXPOSURE" means, with respect to any Lender as of any
date of determination, (i) prior to the termination of the Revolving
Commitments, that Lender's Revolving Commitment; and (ii) after the termination
of the Revolving Commitments, the sum of (a) the aggregate outstanding principal
amount of the Revolving Loans of that Lender, (b) in the case of Issuing Bank,
the aggregate Letter of Credit Usage in respect of all Letters of Credit issued
by that Lender (net of any participations by Lenders in such Letters of Credit),
(c) the aggregate amount of all participations by that Lender in any outstanding
Letters of Credit or any unreimbursed drawing under any Letter of Credit, (d) in
the case of Swing Line Lender, the aggregate outstanding principal amount of all
Swing Line Loans (net of any participations therein by other Lenders), and (e)
the aggregate amount of all participations therein by that Lender in any
outstanding Swing Line Loans.

            "REVOLVING LOAN" means a Loan made by a Lender to Company pursuant
to Section 2.2(a) and/or 2.22.

            "REVOLVING LOAN NOTE" means a promissory note in the form of Exhibit
B-2, as it may be amended, supplemented or otherwise modified from time to time.

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

            "SALE-LEASEBACK" as defined in Section 6.11.

            "SECOND LIEN CREDIT AGREEMENT" means the Second Lien Credit
Agreement dated as of the Closing Date among the Company as borrower, Holdings,
certain subsidiaries of the Company, GSCP as administrative agent and collateral
agent and the lenders party thereto, as it may be amended, restated,
supplemented, or otherwise modified from time to time in accordance with the
provisions of Section 6.16 hereof.

            "SECURED PARTIES" has the meaning assigned to that term in the
Pledge and Security Agreement.

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

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

            "SELLER SUBORDINATED NOTES" means, collectively, the Existing Seller
Subordinated Notes and any Additional Seller Subordinated Notes.

            "SENIOR NOTE INDENTURES" means each of (i) that certain Indenture
dated as of April 10, 2000 by and among Company, the Subsidiaries of Company
party thereto, and Wilmington Trust Company, as trustee and (ii) that certain
Indenture dated as of April 10, 2000 by and among Holdings and Wilmington Trust
Company, as trustee, in each case as such indentures may have been amended,
restated, supplemented or otherwise modified from time to time.

            "SOLVENT" means, with respect to any Credit Party, that as of the
date of determination, both (i) (a) the sum of such Credit Party's debt
(including contingent liabilities) does not exceed the present fair saleable
value of such Credit Party's present assets; (b) such Credit Party's capital is
not unreasonably small in relation to its business or any transaction
contemplated or undertaken after the Closing Date; and (c) such Person has not
incurred and does not intend to incur, or believe (nor should it reasonably
believe) that it will incur, debts beyond its ability to pay such debts as they
become due (whether at maturity or otherwise); and (ii) such Person is "solvent"
within the meaning given that term and similar terms under applicable laws
relating to fraudulent transfers and conveyances. For purposes of this
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability (irrespective of whether such

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contingent liabilities meet the criteria for accrual under Statement of
Financial Accounting Standard No.5).

            "SPONSOR" means Code Hennessy & Simmons IV, L.P..

            "SUBJECT TRANSACTION" as defined in Section 6.8(f).

            "SUBORDINATED INDEBTEDNESS" means (i) Indebtedness of Company or any
of its Subsidiaries under any Seller Subordinated Notes and under any Earn-Out
Obligations, (ii) Indebtedness of Holdings under any Investor Notes, and (iii)
other Indebtedness of Holdings or any of its Subsidiaries (excluding
Indebtedness incurred under the Second Lien Credit Agreement) subordinated in
right of payment to the Obligations pursuant to documentation containing
maturities, amortization schedules, covenants, defaults, remedies, subordination
provisions and other material terms in form and substance satisfactory to
Administrative Agent and Requisite Lenders.

            "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, limited liability company, association, joint venture or other
business entity of which more than 50% of the total voting power of shares of
stock or other ownership interests entitled (without regard to the occurrence of
any contingency) to vote in the election of the Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions)
having the power to direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof; provided, in determining the percentage of ownership interests of any
Person controlled by another Person, no ownership interest in the nature of a
"qualifying share" of the former Person shall be deemed to be outstanding.

            "SWING LINE LENDER" means GECC in its capacity as Swing Line Lender
hereunder, together with its permitted successors and assigns in such capacity.

            "SWING LINE LOAN" means a Loan made by Swing Line Lender to Company
pursuant to Section 2.3.

            "SWING LINE NOTE" means a promissory note in the form of Exhibit
B-3, as it may be amended, supplemented or otherwise modified from time to time.

            "SWING LINE SUBLIMIT" means the lesser of (i) $5,000,000, and (ii)
the aggregate unused amount of Revolving Commitments then in effect.

            "SYNDICATION AGENT" as defined in the preamble hereto.

            "TAX" means any present or future tax, levy, impost, duty,
assessment, charge, fee, deduction or withholding of any nature and whatever
called, by whomsoever, on whomsoever and wherever imposed, levied, collected,
withheld or assessed; provided, "Tax on the overall net income" of a Person
shall be construed as a reference to a tax imposed by the jurisdiction in which
that Person is organized or in which that Person's applicable principal office
(and/or, in

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the case of a Lender, its lending office) is located or in which that Person
(and/or, in the case of a Lender, its lending office) is deemed to be doing
business on all or part of the net income, profits or gains (whether worldwide,
or only insofar as such income, profits or gains are considered to arise in or
to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in
the case of a Lender, its applicable lending office).

            "TERM LOAN" means a Term Loan made by a Lender to Company pursuant
to Section 2.1(a).

            "TERM LOAN COMMITMENT" means the commitment of a Lender to make or
otherwise fund a Term Loan and "TERM LOAN COMMITMENTS" means such commitments of
all Lenders in the aggregate. The amount of each Lender's Term Loan Commitment,
if any, is set forth on Appendix A-1 or in the applicable Assignment Agreement,
subject to any adjustment or reduction pursuant to the terms and conditions
hereof. The aggregate amount of the Term Loan Commitments as of the Closing Date
is $100,000,000.

            "TERM LOAN EXPOSURE" means, with respect to any Lender, as of any
date of determination, the outstanding principal amount of the Term Loans of
such Lender; provided, at any time prior to the making of the Term Loans, the
Term Loan Exposure of any Lender shall be equal to such Lender's Term Loan
Commitment.

            "TERM LOAN MATURITY DATE" means the earlier of (i) June 18, 2009,
and (ii) the date that all Term Loans shall become due and payable in full
hereunder, whether by acceleration or otherwise.

            "TERM LOAN NOTE" means a promissory note in the form of Exhibit B-1,
as it may be amended, supplemented or otherwise modified from time to time.

            "TERMINATED LENDER" as defined in Section 2.23.

            "TITLE POLICY" as defined in Section 3.1(i).

            "TOTAL UTILIZATION OF REVOLVING COMMITMENTS" means, as at any date
of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans (other than Revolving Loans made for the purpose of
repaying any Refunded Swing Line Loans or reimbursing Issuing Bank for any
amount drawn under any Letter of Credit, but not yet so applied), (ii) the
aggregate principal amount of all outstanding Swing Line Loans, and (iii) the
Letter of Credit Usage.

            "TRANSACTION COSTS" means the fees, costs and expenses payable by
Holdings, Company or any of Company's Subsidiaries on or before the Closing Date
in connection with the transactions contemplated by the Credit Documents.

            "TYPE OF LOAN" means (i) with respect to either Term Loans or
Revolving Loans, an Index Rate Loan or a Eurodollar Rate Loan, and (ii) with
respect to Swing Line Loans, an Index Rate Loan.

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

            "WARRANT AGREEMENT" means the Warrant Agreement dated as of April
10, 2000 among Holdings, GS Mezzanine Partners II, L.P. and GS Mezzanine
Partners II Offshore, L.P., as amended on September 8, 2000, and as such
agreement may be further amended, restated, supplemented or otherwise modified
from time to time to the extent permitted under Section 6.15.

            "WARRANTS" means the warrants to acquire 3,896.14 common units of
Holdings issued by Company to GS Mezzanine Partners II, L.P., GS Mezzanine
Partners II Offshore, L.P., Stone Street Fund 2000, L.P. and Bridge Street
Special Opportunities Fund 2000, L.P. and any additional warrants to acquire
common units of Holdings pursuant to the Warrant Agreement, as such warrants are
in effect on the dates of their respective issuances and as such warrants may
thereafter be amended, restated, supplemented or otherwise modified from time to
time to the extent permitted under Section 6.15.

      1.2. ACCOUNTING TERMS. Except as otherwise expressly provided herein, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information
required to be delivered by Holdings to Lenders pursuant to Section 5.1(a),
5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the
time of such preparation (and delivered together with the reconciliation
statements provided for in Section 5.1(e), if applicable). Subject to the
foregoing, calculations in connection with the definitions, covenants and other
provisions hereof shall utilize accounting principles and policies in conformity
with those used to prepare the Historical Financial Statements.

      1.3. INTERPRETATION, ETC. Any of the terms defined herein may, unless the
context otherwise requires, be used in the singular or the plural, depending on
the reference. References herein to any Section, Appendix, Schedule or Exhibit
shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may
be, hereof unless otherwise specifically provided. The use herein of the word
"include" or "including", when following any general statement, term or matter,
shall not be construed to limit such statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items
or matters, whether or not no limiting language (such as "without limitation" or
"but not limited to" or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.

SECTION 2. LOANS AND LETTERS OF CREDIT

      2.1. TERM LOANS.

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            (a) Loan Commitments. Subject to the terms and conditions hereof,
each Lender severally agrees to make, on the Closing Date, a Term Loan to the
Company in an amount equal to such Lender's Term Loan Commitment. Company may
make only one borrowing under the Term Loan Commitment which shall be on the
Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently
repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14,
all amounts owed hereunder with respect to the Term Loans shall be paid in full
no later than the Term Loan Maturity Date. Each Lender's Term Loan Commitment
shall terminate immediately and without further action on the Closing Date after
giving effect to the funding of such Lender's Term Loan Commitment on such date.

            (b) Borrowing Mechanics for Term Loans.

                  (i) Company shall deliver to Administrative Agent a fully
      executed Funding Notice no later than one (1) day prior to the Closing
      Date. Promptly upon receipt by Administrative Agent of such Certificate,
      Administrative Agent shall notify each Lender of the proposed borrowing.

                  (ii) Each Lender shall make its Term Loan available to
      Administrative Agent not later than 12:00 p.m. (New York City time) on the
      Closing Date, by wire transfer of same day funds in Dollars, at
      Administrative Agent's Principal Office. Upon satisfaction or waiver of
      the conditions precedent specified herein, Administrative Agent shall make
      the proceeds of the Term Loans available to Company on the Closing Date by
      causing an amount of same day funds in Dollars equal to the proceeds of
      all such Loans received by Administrative Agent from Lenders to be
      credited to the account of Company at Administrative Agent's Principal
      Office or to such other account as may be designated in writing to
      Administrative Agent by Company.

      2.2. REVOLVING LOANS.

            (a) Revolving Commitments. During the Revolving Commitment Period,
subject to the terms and conditions hereof, each Lender severally agrees to make
Revolving Loans to Company in an aggregate amount up to but not exceeding such
Lender's Revolving Commitment; provided, that after giving effect to the making
of any Revolving Loans in no event shall the Total Utilization of Revolving
Commitments exceed the Revolving Commitments then in effect. Amounts borrowed
pursuant to this Section 2.2(a) may be repaid and reborrowed during the
Revolving Commitment Period. Each Lender's Revolving Commitment shall expire on
the Revolving Commitment Termination Date and all Revolving Loans and all other
amounts owed hereunder with respect to the Revolving Loans and the Revolving
Commitments shall be paid in full no later than such date.

            (b) Borrowing Mechanics for Revolving Loans.

                  (i) Except pursuant to 2.4(d), Revolving Loans that are Index
      Rate Loans shall be made in an aggregate minimum amount of $500,000 and
      integral multiples of $100,000 in excess of that amount, and Revolving
      Loans that are Eurodollar Rate Loans

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      shall be in an aggregate minimum amount of $1,000,000 and integral
      multiples of $250,000 in excess of that amount.

                  (ii) Whenever Company desires that Lenders make Revolving
      Loans, Company shall deliver to Administrative Agent a fully executed
      Funding Notice no later than 10:00 a.m. (New York City time) at least
      three Business Days in advance of the proposed Credit Date in the case of
      a Eurodollar Rate Loan, and at least one Business Day in advance of the
      proposed Credit Date in the case of a Revolving Loan that is an Index Rate
      Loan. Except as otherwise provided herein, a Funding Notice for a
      Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and
      after the related Interest Rate Determination Date, and Company shall be
      bound to make a borrowing in accordance therewith.

                  (iii) Notice of receipt of each Funding Notice in respect of
      Revolving Loans, together with the amount of each Lender's Pro Rata Share
      thereof, if any, together with the applicable interest rate, shall be
      provided by Administrative Agent to each applicable Lender by
      telefacsimile with reasonable promptness.

                  (iv) Each Lender shall make the amount of its Revolving Loan
      available to Administrative Agent not later than 12:00 p.m. (New York City
      time) on the applicable Credit Date by wire transfer of same day funds in
      Dollars, at Administrative Agent's Principal Office. Except as provided
      herein, upon satisfaction or waiver of the conditions precedent specified
      herein, Administrative Agent shall make the proceeds of such Revolving
      Loans available to Company on the applicable Credit Date by causing an
      amount of same day funds in Dollars equal to the proceeds of all such
      Revolving Loans received by Administrative Agent from Lenders to be
      credited to the account of Company at Administrative Agent's Principal
      Office or such other account as may be designated in writing to
      Administrative Agent by Company.

      2.3. SWING LINE LOANS.

            (a) Swing Line Loans Commitments. During the Revolving Commitment
Period, subject to the terms and conditions hereof, Swing Line Lender hereby
agrees to make Swing Line Loans to Company in the aggregate amount up to but not
exceeding the Swing Line Sublimit; provided, that after giving effect to the
making of any Swing Line Loan, in no event shall the Total Utilization of
Revolving Commitments exceed the Revolving Commitments then in effect. Amounts
borrowed pursuant to this Section 2.3 may be repaid and reborrowed during the
Revolving Commitment Period. Swing Line Lender's Revolving Commitment shall
expire on the Revolving Commitment Termination Date and all Swing Line Loans and
all other amounts owed hereunder with respect to the Swing Line Loans and the
Revolving Commitments shall be paid in full no later than such date.

            (b) Borrowing Mechanics for Swing Line Loans.

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                  (i) Swing Line Loans shall be made in an aggregate minimum
      amount of $50,000 and integral multiples of $25,000 in excess of that
      amount.

                  (ii) Whenever Company desires that Swing Line Lender make a
      Swing Line Loan, Company shall deliver to Administrative Agent a Funding
      Notice no later than 12:00 p.m. (New York City time) on the proposed
      Credit Date.

                  (iii) Swing Line Lender shall make the amount of its Swing
      Line Loan available to Administrative Agent not later than 2:00 p.m.(New
      York City time) on the applicable Credit Date by wire transfer of same day
      funds in Dollars, at Administrative Agent's Principal Office. Except as
      provided herein, upon satisfaction or waiver of the conditions precedent
      specified herein, Administrative Agent shall make the proceeds of such
      Swing Line Loans available to Company on the applicable Credit Date by
      causing an amount of same day funds in Dollars equal to the proceeds of
      all such Swing Line Loans received by Administrative Agent from Swing Line
      Lender to be credited to the account of Company at Administrative Agent's
      Principal Office, or to such other account as may be designated in writing
      to Administrative Agent by Company.

                  (iv) With respect to any Swing Line Loans which have not been
      voluntarily prepaid by Company pursuant to Section 2.13, Swing Line Lender
      may at any time in its sole and absolute discretion, deliver to
      Administrative Agent (with a copy to Company), no later than 11:00 a.m.
      (New York City time) at least one Business Day in advance of the proposed
      Credit Date, a notice (which shall be deemed to be a Funding Notice given
      by Company) requesting that each Lender holding a Revolving Commitment
      make Revolving Loans that are Index Rate Loans to Company on such Credit
      Date in an amount equal to the amount of such Swing Line Loans (the
      "REFUNDED SWING LINE LOANS") outstanding on the date such notice is given
      which Swing Line Lender requests Lenders to prepay. Anything contained in
      this Agreement to the contrary notwithstanding, (1) the proceeds of such
      Revolving Loans made by the Lenders other than Swing Line Lender shall be
      immediately delivered by Administrative Agent to Swing Line Lender (and
      not to Company) and applied to repay a corresponding portion of the
      Refunded Swing Line Loans and (2) on the day such Revolving Loans are
      made, Swing Line Lender's Pro Rata Share of the Refunded Swing Line Loans
      shall be deemed to be paid with the proceeds of a Revolving Loan made by
      Swing Line Lender to Company, and such portion of the Swing Line Loans
      deemed to be so paid shall no longer be outstanding as Swing Line Loans
      and shall no longer be due under the Swing Line Note of Swing Line Lender
      but shall instead constitute part of Swing Line Lender's outstanding
      Revolving Loans to Company and shall be due under the Revolving Loan Note
      issued by Company to Swing Line Lender. Company hereby authorizes
      Administrative Agent and Swing Line Lender to charge Company's accounts
      with Administrative Agent and Swing Line Lender (up to the amount
      available in each such account) in order to immediately pay Swing Line
      Lender the amount of the Refunded Swing Line Loans to the extent of the
      proceeds of such Revolving Loans made by Lenders, including the Revolving
      Loans deemed to be made by Swing Line Lender, are not sufficient to repay
      in full the Refunded Swing Line Loans. If any portion of any such amount
      paid (or deemed to be paid) to Swing Line Lender should be recovered by or
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      behalf of Company from Swing Line Lender in bankruptcy, by assignment for
      the benefit of creditors or otherwise, the loss of the amount so recovered
      shall be ratably shared among all Lenders in the manner contemplated by
      Section 2.17.

                  (v) If for any reason Revolving Loans are not made pursuant to
      Section 2.3(b)(iv) in an amount sufficient to repay any amounts owed to
      Swing Line Lender in respect of any outstanding Swing Line Loans on or
      before the third Business Day after demand for payment thereof by Swing
      Line Lender, each Lender holding a Revolving Commitment shall be deemed
      to, and hereby agrees to, have purchased a participation in such
      outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share
      of the applicable unpaid amount together with accrued interest thereon.
      Upon one Business Day's notice from Swing Line Lender, each Lender holding
      a Revolving Commitment shall deliver to Swing Line Lender an amount equal
      to its respective participation in the applicable unpaid amount in same
      day funds at the Principal Office of Swing Line Lender. In order to
      evidence such participation each Lender holding a Revolving Commitment
      agrees to enter into a participation agreement at the request of Swing
      Line Lender in form and substance reasonably satisfactory to Swing Line
      Lender. In the event any Lender holding a Revolving Commitment fails to
      make available to Swing Line Lender the amount of such Lender's
      participation as provided in this paragraph, Swing Line Lender shall be
      entitled to recover such amount on demand from such Lender together with
      interest thereon for three Business Days at the rate customarily used by
      Swing Line Lender for the correction of errors among banks and thereafter
      at the Index Rate.

                  (vi) Notwithstanding anything contained herein to the
      contrary, (1) each Lender's obligation to make Revolving Loans for the
      purpose of repaying any Refunded Swing Line Loans pursuant to the second
      preceding paragraph and each Lender's obligation to purchase a
      participation in any unpaid Swing Line Loans pursuant to the immediately
      preceding paragraph shall be absolute and unconditional and shall not be
      affected by any circumstance, including without limitation (A) any
      set-off, counterclaim, recoupment, defense or other right which such
      Lender may have against Swing Line Lender, any Credit Party or any other
      Person for any reason whatsoever; (B) the occurrence or continuation of a
      Default or Event of Default; (C) any adverse change in the business,
      operations, properties, assets, condition (financial or otherwise) or
      prospects of any Credit Party; (D) any breach of this Agreement or any
      other Credit Document by any party thereto; or (E) any other circumstance,
      happening or event whatsoever, whether or not similar to any of the
      foregoing; provided that such obligations of each Lender are subject to
      the condition that Swing Line Lender believed in good faith that all
      conditions under Section 3.2 to the making of the applicable Refunded
      Swing Line Loans or other unpaid Swing Line Loans, were satisfied at the
      time such Refunded Swing Line Loans or unpaid Swing Line Loans were made,
      or the satisfaction of any such condition not satisfied had been waived by
      the Requisite Lenders prior to or at the time such Refunded Swing Line
      Loans or other unpaid Swing Line Loans were made; and (2) Swing Line
      Lender shall not be obligated to make any Swing Line Loans (A) if it has
      elected not to do so after the occurrence and during the continuation of a
      Default or Event of Default or (B) at a time when a Funding Default exists
      unless Swing Line Lender has entered into

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      arrangements satisfactory to it and Company to eliminate Swing Line
      Lender's risk with respect to the Defaulting Lender's participation in
      such Swing Ling Loan, including by cash collateralizing such Defaulting
      Lender's Pro Rata Share of the outstanding Swing Line Loans.

      2.4. ISSUANCE OF LETTERS OF CREDIT AND PURCHASE OF PARTICIPATIONS THEREIN.

            (a) Letters of Credit. During the Revolving Commitment Period,
subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters
of Credit for the account of Company in the aggregate amount up to but not
exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit
shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit
shall be an amount acceptable to Issuing Bank; (iii) after giving effect to such
issuance, in no event shall the Total Utilization of Revolving Commitments
exceed the Revolving Commitments then in effect; (iv) after giving effect to
such issuance, in no event shall the Letter of Credit Usage exceed the Letter of
Credit Sublimit then in effect; (v) in no event shall any standby Letter of
Credit have an expiration date later than the earlier of (1) the thirtieth
(30th) day prior to the date set forth in clause (ii) of the definition of
"Revolving Commitment Termination Date" and (2) the date which is one year from
the date of issuance of such standby Letter of Credit; and (vi) in no event
shall any commercial Letter of Credit (x) have an expiration date later than the
earlier of (1) the thirtieth (30th) day prior to the date set forth in clause
(ii) of the definition of the Revolving Commitment Termination Date and (2) the
date which is 180 days from the date of issuance of such commercial Letter of
Credit or (b) be issued if such commercial Letter of Credit is otherwise
unacceptable to Issuing Bank in its reasonable discretion. Subject to the
foregoing, Issuing Bank may agree that a standby Letter of Credit will
automatically be extended for one or more successive periods not to exceed one
year each, unless Issuing Bank elects not to extend for any such additional
period; provided, Issuing Bank shall not extend any such Letter of Credit if it
has received written notice that an Event of Default has occurred and is
continuing at the time Issuing Bank must elect to allow such extension;
provided, further, in the event a Funding Default exists, Issuing Bank shall not
be required to issue any Letter of Credit unless Issuing Bank has entered into
arrangements satisfactory to it and Company to eliminate Issuing Bank's risk
with respect to the participation in Letters of Credit of the Defaulting Lender,
including by cash collateralizing such Defaulting Lender's Pro Rata Share of the
Letter of Credit Usage.

            (b) Notice of Issuance. Whenever Company desires the issuance of a
Letter of Credit, it shall deliver to Administrative Agent an Issuance Notice no
later than 12:00 p.m. (New York City time) at least three Business Days (in the
case of standby letters of credit) or five Business Days (in the case of
commercial letters of credit), or in each case such shorter period as may be
agreed to by Issuing Bank in any particular instance, in advance of the proposed
date of issuance. Each such Issuance Notice shall be accompanied by the form of
the Letter of Credit and an application for a Letter of Credit, if any, then
required by the Issuing Bank, completed in a manner satisfactory to such Issuing
Bank. Upon satisfaction or waiver of the conditions set forth in Section 3.2,
Issuing Bank shall issue the requested Letter of Credit only in accordance with
Issuing Bank's standard operating procedures. Upon the issuance of any Letter of
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amendment or modification to a Letter of Credit, Issuing Bank shall promptly
notify each Lender of such issuance, which notice shall be accompanied by a copy
of such Letter of Credit or amendment or modification to a Letter of Credit and
the amount of such Lender's respective participation in such Letter of Credit
pursuant to Section 2.4(e).

            (c) Responsibility of Issuing Bank With Respect to Requests for
Drawings and Payments. In determining whether to honor any drawing under any
Letter of Credit by the beneficiary thereof, Issuing Bank shall be responsible
only to examine the documents delivered under such Letter of Credit with
reasonable care so as to ascertain whether they appear on their face to be in
accordance with the terms and conditions of such Letter of Credit. As between
Company and Issuing Bank, Company assumes all risks of the acts and omissions
of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation of
the foregoing, Issuing Bank shall not be responsible for: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
any such Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) failure of the beneficiary of
any such Letter of Credit to comply fully with any conditions required in order
to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) the misapplication by the
beneficiary of any such Letter of Credit of the proceeds of any drawing under
such Letter of Credit; or (viii) any consequences arising from causes beyond the
control of Issuing Bank, including any Governmental Acts; none of the above
shall affect or impair, or prevent the vesting of, any of Issuing Bank's rights
or powers hereunder. Without limiting the foregoing and in furtherance thereof,
any action taken or omitted by Issuing Bank under or in connection with the
Letters of Credit or any documents and certificates delivered thereunder, if
taken or omitted in good faith, shall not give rise to any liability on the part
of Issuing Bank to Company. Notwithstanding anything to the contrary contained
in this Section 2.4(c), Company shall retain any and all rights it may have
against Issuing Bank for any liability arising solely out of the gross
negligence or willful misconduct of Issuing Bank.

            (d) Reimbursement by Company of Amounts Drawn or Paid Under Letters
of Credit. In the event Issuing Bank has determined to honor a drawing under a
Letter of Credit, it shall immediately notify Company and Administrative Agent,
and Company shall reimburse Issuing Bank on or before the Business Day
immediately following the date on which such drawing is honored (the
"REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the
amount of such honored drawing; provided, anything contained herein to the
contrary notwithstanding, (i) unless Company shall have notified Administrative
Agent and Issuing Bank prior to 10:00 a.m. (New York City time) on the date such
drawing is honored that Company intends to reimburse Issuing Bank for the amount
of such honored drawing with funds other than the proceeds of Revolving Loans,
Company shall be deemed to have given a timely

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Funding Notice to Administrative Agent requesting Lenders to make Revolving
Loans that are Index Rate Loans on the Reimbursement Date in an amount in
Dollars equal to the amount of such honored drawing, and (ii) subject to
satisfaction or waiver of the conditions specified in Section 3.2, Lenders
shall, on the Reimbursement Date, make Revolving Loans that are Index Rate Loans
in the amount of such honored drawing, the proceeds of which shall be applied
directly by Administrative Agent to reimburse Issuing Bank for the amount of
such honored drawing; and provided further, if for any reason proceeds of
Revolving Loans are not received by Issuing Bank on the Reimbursement Date in an
amount equal to the amount of such honored drawing, Company shall reimburse
Issuing Bank, on demand, in an amount in same day funds equal to the excess of
the amount of such honored drawing over the aggregate amount of such Revolving
Loans, if any, which are so received. Nothing in this Section 2.4(d) shall be
deemed to relieve any Lender from its obligation to make Revolving Loans on the
terms and conditions set forth herein, and Company shall retain any and all
rights it may have against any Lender resulting from the failure of such Lender
to make such Revolving Loans under this Section 2.4(d).

            (e) Lenders' Purchase of Participations in Letters of Credit.
Immediately upon the issuance of each Letter of Credit, each Lender having a
Revolving Commitment shall be deemed to have purchased, and hereby agrees to
irrevocably purchase, from Issuing Bank a participation in such Letter of Credit
and any drawings honored thereunder in an amount equal to such Lender's Pro Rata
Share (with respect to the Revolving Commitments) of the maximum amount which is
or at any time may become available to be drawn thereunder. In the event that
Company shall fail for any reason to reimburse Issuing Bank as provided in
Section 2.4(d), Issuing Bank shall promptly notify each Lender of the
unreimbursed amount of such honored drawing and of such Lender's respective
participation therein based on such Lender's Pro Rata Share of the Revolving
Commitments. Each Lender shall make available to Issuing Bank an amount equal to
its respective participation, in Dollars and in same day funds, at the office of
Issuing Bank specified in such notice, not later than 12:00 p.m. (New York City
time) on the first business day (under the laws of the jurisdiction in which
such office of Issuing Bank is located) after the date notified by Issuing Bank.
In the event that any Lender fails to make available to Issuing Bank on such
business day the amount of such Lender's participation in such Letter of Credit
as provided in this Section 2.4(e), Issuing Bank shall be entitled to recover
such amount on demand from such Lender together with interest thereon for three
Business Days at the rate customarily used by Issuing Bank for the correction of
errors among banks and thereafter at the Index Rate. Nothing in this Section
2.4(e) shall be deemed to prejudice the right of any Lender to recover from
Issuing Bank any amounts made available by such Lender to Issuing Bank pursuant
to this Section in the event that it is determined that the payment with respect
to a Letter of Credit in respect of which payment was made by such Lender
constituted gross negligence or willful misconduct on the part of Issuing Bank.
In the event Issuing Bank shall have been reimbursed by other Lenders pursuant
to this Section 2.4(e) for all or any portion of any drawing honored by Issuing
Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender
which has paid all amounts payable by it under this Section 2.4(e) with respect
to such honored drawing such Lender's Pro Rata Share of all payments
subsequently received by Issuing Bank from Company in reimbursement of such
honored drawing when such payments are received. Any such distribution shall be
made to a Lender at its primary address set forth below its name on Appendix B
or at such other address as such Lender may request.

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            (f) Obligations Absolute. The obligation of Company to reimburse
Issuing Bank for drawings honored under the Letters of Credit issued by it and
to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the
obligations of Lenders under Section 2.4(e) shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms hereof under
all circumstances including any of the following circumstances: (i) any lack of
validity or enforceability of any Letter of Credit; (ii) the existence of any
claim, set-off, defense or other right which Company or any Lender may have at
any time against a beneficiary or any transferee of any Letter of Credit (or any
Persons for whom any such transferee may be acting), Issuing Bank, Lender or any
other Person or, in the case of a Lender, against Company, whether in connection
herewith, the transactions contemplated herein or any unrelated transaction
(including any underlying transaction between Company or one of its Subsidiaries
and the beneficiary for which any Letter of Credit was procured); (iii) any
draft or other document presented under any Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect; (iv) payment by Issuing Bank
under any Letter of Credit against presentation of a draft or other document
which does not substantially comply with the terms of such Letter of Credit; (v)
any adverse change in the business, operations, properties, assets, condition
(financial or otherwise) or prospects of Holdings or any of its Subsidiaries;
(vi) any breach hereof or any other Credit Document by any party thereto; (vii)
any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing; or (viii) the fact that an Event of Default or a Default shall
have occurred and be continuing; provided, in each case, that payment by Issuing
Bank under the applicable Letter of Credit shall not have constituted gross
negligence or willful misconduct of Issuing Bank under the circumstances in
question.

            (g) Indemnification. Without duplication of any obligation of
Company under Section 10.2 or 10.3, in addition to amounts payable as provided
herein, Company hereby agrees to protect, indemnify, pay and save harmless
Issuing Bank from and against any and all claims, demands, liabilities, damages,
losses, costs, charges and expenses (including reasonable fees, expenses and
disbursements of counsel and allocated costs of internal counsel) which Issuing
Bank may incur or be subject to as a consequence, direct or indirect, of (i) the
issuance of any Letter of Credit by Issuing Bank, other than as a result of (1)
the gross negligence or willful misconduct of Issuing Bank or (2) the wrongful
dishonor by Issuing Bank of a proper demand for payment made under any Letter of
Credit issued by it, or (ii) the failure of Issuing Bank to honor a drawing
under any such Letter of Credit as a result of any Governmental Act.

      2.5. PRO RATA SHARES; AVAILABILITY OF FUNDS.

            (a) Pro Rata Shares. All Loans shall be made, and all participations
purchased, by Lenders simultaneously and proportionately to their respective Pro
Rata Shares, it being understood that no Lender shall be responsible for any
default by any other Lender in such other Lender's obligation to make a Loan
requested hereunder or purchase a participation required hereby nor shall any
Term Loan Commitment or any Revolving Commitment of any Lender be increased or
decreased as a result of a default by any other Lender in such other Lender's
obligation to make a Loan requested hereunder or purchase a participation
required hereby.

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            (b) Availability of Funds. Unless Administrative Agent shall have
been notified by any Lender prior to the applicable Credit Date that such Lender
does not intend to make available to Administrative Agent the amount of such
Lender's Loan requested on such Credit Date, Administrative Agent may assume
that such Lender has made such amount available to Administrative Agent on such
Credit Date and Administrative Agent may, in its sole discretion, but shall not
be obligated to, make available to Company a corresponding amount on such Credit
Date. If such corresponding amount is not in fact made available to
Administrative Agent by such Lender, Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Lender together with
interest thereon, for each day from such Credit Date until the date such amount
is paid to Administrative Agent, at the customary rate set by Administrative
Agent for the correction of errors among banks for three Business Days and
thereafter at the Index Rate. If such Lender does not pay such corresponding
amount forthwith upon Administrative Agent's demand therefore, Administrative
Agent shall promptly notify Company and Company shall immediately pay such
corresponding amount to Administrative Agent together with interest thereon, for
each day from such Credit Date until the date such amount is paid to
Administrative Agent, at the rate payable hereunder for Index Rate Loans for
such Class of Loans. Nothing in this Section 2.5(b) shall be deemed to relieve
any Lender from its obligation to fulfill its Term Loan Commitments and
Revolving Commitments hereunder or to prejudice any rights that Company may have
against any Lender as a result of any default by such Lender hereunder.

      2.6. USE OF PROCEEDS. The proceeds of the Term Loan and up to $15,000,000
of the Revolving Loans shall be applied by Company to fund the Refinancing and
Transaction Costs. The proceeds of the Revolving Loans, Swing Line Loans and
Letters of Credit made after the Closing Date shall be applied by Company for
working capital, Permitted Acquisitions and general corporate purposes of
Holdings and its Subsidiaries; provided, however, that in no event will the
proceeds of Revolving Loans be used for the purposes of repurchasing Loans as
permitted under Section 2.13(c) hereof. No portion of the proceeds of any Credit
Extension shall be used in any manner to purchase or carry any Margin Stock or
to extend credit to others for the purpose of purchasing or carrying any Margin
Stock or for any purpose that causes or might cause such Credit Extension or the
application of such proceeds to violate Regulation T, Regulation U or Regulation
X of the Board of Governors of the Federal Reserve System or any other
regulation thereof or to violate the Exchange Act.

      2.7. EVIDENCE OF DEBT; REGISTER; LENDERS' BOOKS AND RECORDS; NOTES.

            (a) Lenders' Evidence of Debt. Each Lender shall maintain on its
internal records an account or accounts evidencing the Obligations of Company to
such Lender, including the amounts of the Loans made by it and each repayment
and prepayment in respect thereof. Any such recordation shall be conclusive and
binding on Company, absent demonstrable error; provided, that the failure to
make any such recordation, or any error in such recordation, shall not affect
any Lender's Revolving Commitments or Company's Obligations in

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respect of any applicable Loans; and provided further, in the event of any
inconsistency between the Register and any Lender's records, the recordation in
the Register shall govern.

            (b) Register. Administrative Agent shall maintain at its Principal
Office a register for the recordation of the names and addresses of Lenders and
the Revolving Commitments and Loans of each Lender from time to time (the
"REGISTER"). The Register shall be available for inspection by Company or any
Lender at any reasonable time and from time to time upon reasonable prior
notice. Administrative Agent shall record in the Register the Revolving
Commitments and the Loans, and each repayment or prepayment in respect of the
principal amount of the Loans, and any such recordation shall be conclusive and
binding on Company and each Lender, absent demonstrable error; provided, failure
to make any such recordation, or any error in such recordation, shall not affect
any Lender's Revolving Commitments or Company's Obligations in respect of any
Loan. Company hereby designates GECC to serve as Company's agent solely for
purposes of maintaining the Register as provided in this Section 2.7, and
Company hereby agrees that, to the extent GECC serves in such capacity, GECC and
its officers, directors, employees, agents and affiliates shall constitute
"Indemnitees." Administrative Agent shall render to Company a monthly accounting
of transactions with respect to the Loans setting forth the balance of the Loans
for the immediately preceding month. Unless Company notifies Administrative
Agent in writing of any objection to any such accounting (specifically
describing the basis for such objection) within thirty (30) days thereafter,
each and every such accounting shall, absent demonstrable error, be deemed
final, binding and conclusive on Company in all respects as to all matters
reflected therein.

            (c) Notes. If so requested by any Lender by written notice to
Company (with a copy to Administrative Agent) at least two Business Days prior
to the Closing Date, or at any time thereafter, Company shall execute and
deliver to such Lender (and/or, if applicable and if so specified in such
notice, to any Person who is an assignee of such Lender pursuant to Section
10.6) on the Closing Date (or, if such notice is delivered after the Closing
Date, promptly after Company's receipt of such notice) a Note or Notes to
evidence such Lender's Term Loan, Revolving Loan or Swing Line Loan, as the case
may be.

      2.8. INTEREST ON LOANS.

            (a) Except as otherwise set forth herein, each Class of Loan shall
bear interest on the unpaid principal amount thereof from the date made through
repayment (whether by acceleration or otherwise) thereof as follows:

                  (i) in the case of Revolving Loans:

                              (1) if an Index Rate Loan, at the Index Rate plus
            the Applicable Margin; or

                              (2) if a Eurodollar Rate Loan, at the Adjusted
            Eurodollar Rate plus the Applicable Margin;

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                  (ii) in the case of Swing Line Loans, at the Index Rate plus
      the Applicable Margin; and

                  (iii) in the case of Term Loans:

                              (1) if an Index Rate Loan, at the Index Rate plus
            2.00% per annum; or

                              (2) if a Eurodollar Rate Loan, at the Adjusted
            Eurodollar Rate plus 3.00% per annum.

            (b) The basis for determining the rate of interest with respect to
any Loan (except a Swing Line Loan which can be made and maintained as Index
Rate Loans only), and the Interest Period with respect to any Eurodollar Rate
Loan, shall be selected by Company and notified to Administrative Agent and
Lenders pursuant to the applicable Funding Notice or Conversion/Continuation
Notice, as the case may be; provided, until the date that Syndication Agent
notifies Company that the primary syndication of the Loans and Revolving
Commitments has been completed, as determined by Syndication Agent, the Term
Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest
Period of no longer than one month or (2) Index Rate Loans. If on any day a Loan
is outstanding with respect to which a Funding Notice or Conversion/Continuation
Notice has not been delivered to Administrative Agent in accordance with the
terms hereof specifying the applicable basis for determining the rate of
interest, then for that day such Loan shall be an Index Rate Loan.

            (c) In connection with Eurodollar Rate Loans there shall be no more
than eight (8) Interest Periods outstanding at any time. In the event Company
fails to specify between an Index Rate Loan or a Eurodollar Rate Loan in the
applicable Funding Notice or Conversion/Continuation Notice, such Loan (if
outstanding as a Eurodollar Rate Loan) will be automatically converted into an
Index Rate Loan on the last day of the then-current Interest Period for such
Loan (or if outstanding as an Index Rate Loan will remain as, or (if not then
outstanding) will be made as, an Index Rate Loan). In the event Company fails to
specify an Interest Period for any Eurodollar Rate Loan in the applicable
Funding Notice or Conversion/Continuation Notice, Company shall be deemed to
have selected an Interest Period of one month. As soon as practicable after
10:00 a.m. (New York City time) on each Interest Rate Determination Date,
Administrative Agent shall determine (which determination shall, absent
demonstrable error, be final, conclusive and binding upon all parties) the
interest rate that shall apply to the Eurodollar Rate Loans for which an
interest rate is then being determined for the applicable Interest Period and
shall promptly give notice thereof (in writing or by telephone confirmed in
writing) to Company and each Lender.

            (d) Interest payable pursuant to Section 2.8(a) shall be computed on
the basis of a 360-day year, in each case for the actual number of days elapsed
in the period during which it accrues. In computing interest on any Loan, the
date of the making of such Loan or the first day of an Interest Period
applicable to such Loan or, with respect to an Index Rate Loan being converted
from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan
to such Index Rate Loan, as the case may be, shall be included, and the date of
payment of such

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

            (e) Except as otherwise set forth herein, interest on each Loan
shall be payable in arrears on and to (i) each Interest Payment Date applicable
to that Loan; (ii) upon any prepayment of that Loan, whether voluntary or
mandatory, to the extent accrued on the amount being prepaid; and (iii) at
maturity, including final maturity; provided, however, with respect to any
voluntary prepayment of an Index Rate Loan, accrued interest shall instead be
payable on the applicable Interest Payment Date.

            (f) Company agrees to pay to Issuing Bank, with respect to drawings
honored under any Letter of Credit, interest on the amount paid by Issuing Bank
in respect of each such honored drawing from the date such drawing is honored to
but excluding the date such amount is reimbursed by or on behalf of Company at a
rate equal to (i) for the period from the date such drawing is honored to but
excluding the applicable Reimbursement Date, the rate of interest otherwise
payable hereunder with respect to Revolving Loans that are Index Rate Loans, and
(ii) thereafter, a rate which is 2% per annum in excess of the rate of interest
otherwise payable hereunder with respect to Revolving Loans that are Index Rate
Loans.

            (g) Interest payable pursuant to Section 2.8(f) shall be computed on
the basis of a 360-day year, in each case for the actual number of days elapsed
in the period during which it accrues, and shall be payable on demand or, if no
demand is made, on the date on which the related drawing under a Letter of
Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any
payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to
each Lender, out of the interest received by Issuing Bank in respect of the
period from the date such drawing is honored to but excluding the date on which
Issuing Bank is reimbursed for the amount of such drawing (including any such
reimbursement out of the proceeds of any Revolving Loans), the amount that such
Lender would have been entitled to receive in respect of the letter of credit
fee that would have been payable in respect of such Letter of Credit for such
period if no drawing had been honored under such Letter of Credit. In the event
Issuing Bank shall have been reimbursed by Lenders for all or any portion of
such honored drawing, Issuing Bank shall distribute to each Lender which has
paid all amounts payable by it under Section 2.4(e) with respect to such honored
drawing such Lender's Pro Rata Share of any interest received by Issuing Bank in
respect of that portion of such honored drawing so reimbursed by Lenders for the
period from the date on which Issuing Bank was so reimbursed by Lenders to but
excluding the date on which such portion of such honored drawing is reimbursed
by Company.

      2.9. CONVERSION/CONTINUATION.

            (a) Subject to Section 2.18 and so long as no Default or Event of
Default shall have occurred and then be continuing, Company shall have the
option:

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                  (i) to convert at any time all or any part of any Term Loan or
      Revolving Loan equal to $1,000,000 and integral multiples of $250,000 in
      excess of that amount from one Type of Loan to another Type of Loan;
      provided, a Eurodollar Rate Loan may only be converted on the expiration
      of the Interest Period applicable to such Eurodollar Rate Loan unless
      Company shall pay all amounts due under Section 2.18 in connection with
      any such conversion; or

                  (ii) upon the expiration of any Interest Period applicable to
      any Eurodollar Rate Loan, to continue all or any portion of such Loan
      equal to $1,000,000 and integral multiples of $250,000 in excess of that
      amount as a Eurodollar Rate Loan.

            (b) Company shall deliver a Conversion/Continuation Notice to
Administrative Agent no later than 10:00 a.m. (New York City time) at least one
Business Day in advance of the proposed conversion date (in the case of a
conversion to an Index Rate Loan) and at least three Business Days in advance of
the proposed conversion/continuation date (in the case of a conversion to, or a
continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a
Conversion/Continuation Notice for conversion to, or continuation of, any
Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be
irrevocable on and after the related Interest Rate Determination Date, and
Company shall be bound to effect a conversion or continuation in accordance
therewith.

      2.10. DEFAULT INTEREST. Upon the occurrence and during the continuance of
an Event of Default, the principal amount of all Loans outstanding and, to the
extent permitted by applicable law, any interest payments on the Loans or any
fees or other amounts owed hereunder not paid when due, shall thereafter bear
interest (including post-petition interest in any proceeding under the
Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate
that is 2% per annum in excess of the interest rate otherwise payable hereunder
with respect to the applicable Loans (or, in the case of any such fees and other
amounts, at a rate which is 2% per annum in excess of the interest rate
otherwise payable hereunder for Index Rate Loans); provided, in the case of
Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at
the time any such increase in interest rate is effective such Eurodollar Rate
Loans shall thereupon become Index Rate Loans and shall thereafter bear interest
payable upon demand at a rate which is 2% per annum in excess of the interest
rate otherwise payable hereunder for Index Rate Loans. Payment or acceptance of
the increased rates of interest provided for in this Section 2.10 is not a
permitted alternative to timely payment and shall not constitute a waiver of any
Event of Default or otherwise prejudice or limit any rights or remedies of
Administrative Agent or any Lender.

      2.11. FEES.

            (a) Company agrees to pay to Lenders having Revolving Exposure:

                  (i) commitment fees equal to (1) the average of the daily
      difference between (a) the Revolving Commitments, and (b) the sum of (x)
      the aggregate principal

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      amount of outstanding Revolving Loans (but not any outstanding Swing Line
      Loans) plus (y) the Letter of Credit Usage, times (2) 0.50%; and

                  (ii) letter of credit fees equal to (1) the Applicable Margin
      for Revolving Loans that are Eurodollar Rate Loans, times (2) the average
      aggregate daily maximum amount available to be drawn under all such
      Letters of Credit (regardless of whether any conditions for drawing could
      then be met and determined as of the close of business on any date of
      determination).

All fees referred to in this Section 2.11(a) shall be paid to Administrative
Agent at its Principal Office and upon receipt, Administrative Agent shall
promptly distribute to each Lender its Pro Rata Share thereof.

            (b) Company agrees to pay directly to Issuing Bank, for its own
account, the following fees:

                  (i) a fronting fee equal to 0.25%, per annum, times the
      average aggregate daily amount available to be drawn under all Letters of
      Credit (determined as of the close of business on any date of
      determination); and

                  (ii) such documentary and processing charges for any issuance,
      amendment, transfer or payment of a Letter of Credit as are in accordance
      with Issuing Bank's standard schedule for such charges and as in effect at
      the time of such issuance, amendment, transfer or payment, as the case may
      be.

            (c) All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be
calculated on the basis of a 360-day year and the actual number of days elapsed
and shall be payable quarterly in arrears on March 31, June 30, September 30 and
December 31 of each year during the Revolving Commitment Period, commencing on
the first such date to occur after the Closing Date, and on the Revolving
Commitment Termination Date.

            (d) In addition to any of the foregoing fees, Company agrees to pay
to Agents such other fees in the amounts and at the times separately agreed
upon.

      2.12. SCHEDULED PAYMENTS/COMMITMENT REDUCTIONS.

            (a) Scheduled Installments. The principal amounts of the Term Loans
shall be repaid in consecutive quarterly installments (each, an "INSTALLMENT")
in the aggregate amounts set forth below on the last day of each Fiscal Quarter
commencing March 31, 2004:

<TABLE>
<CAPTION>
                               TERM LOAN
FISCAL QUARTER               INSTALLMENTS
--------------               ------------
<S>                          <C>
March 31, 2004                $   250,000
</TABLE>

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<TABLE>
<CAPTION>
                               TERM LOAN
  FISCAL QUARTER             INSTALLMENTS
  --------------             ------------
<S>                          <C>
June 30, 2004                 $   250,000
September 30, 2004            $   250,000
December 31, 2004             $   250,000
March 31, 2005                $   250,000
June 30, 2005                 $   250,000
September 30, 2005            $   250,000
December 31, 2005             $   250,000
March 31, 2006                $   250,000
June 30, 2006                 $   250,000
September 30, 2006            $   250,000
December 31, 2006             $   250,000
March 31, 2007                $   250,000
June 30, 2007                 $   250,000
September 30, 2007            $   250,000
December 31, 2007             $   250,000
March 31, 2008                $   250,000
June 30, 2008                 $   250,000
September 30, 2008            $23,875,000
December 31, 2008             $23,875,000
March 31, 2009                $23,875,000
June 15, 2009                 $23,875,000
</TABLE>

Notwithstanding the foregoing, (x) such Installments shall be reduced in
connection with any voluntary or mandatory prepayments of the Term Loans, as the
case may be, in accordance with Sections 2.13, 2.14 and 2.15, as applicable; and
(y) Term Loans, together with all other amounts owed hereunder with respect
thereto, shall, in any event, be paid in full no later than the Term Loan
Maturity Date.

            (b) Scheduled Reductions. The Revolving Commitments shall be
permanently reduced to zero on the fifth anniversary of the Closing Date

      2.13. VOLUNTARY PREPAYMENTS/COMMITMENT REDUCTIONS

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            (a) Voluntary Prepayments.

                  (i) Any time and from time to time:

                              (1) with respect to Index Rate Loans, Company may
            prepay, without premium or penalty, any such Loans on any Business
            Day in whole or in part, in an aggregate minimum amount of $500,000
            and integral multiples of $100,000 in excess of that amount;

                              (2) with respect to Eurodollar Rate Loans, Company
            may prepay, without premium or penalty (except as may be required
            pursuant to Section 2.18(c)), any such Loans on any Business Day in
            whole or in part in an aggregate minimum amount of $1,000,000 and
            integral multiples of $250,000 in excess of that amount; and

                              (3) with respect to Swing Line Loans, Company may
            prepay, without premium or penalty, any such Loans on any Business
            Day in whole or in part in an aggregate minimum amount of $50,000,
            and in integral multiples of $25,000 in excess of that amount.

                  (ii) All such prepayments shall be made:

                              (1) upon not less than one Business Day's prior
            written or telephonic notice in the case of Index Rate Loans;

                              (2) upon not less than three Business Days' prior
            written or telephonic notice in the case of Eurodollar Rate Loans;
            and

                              (3) upon written or telephonic notice on the date
            of prepayment, in the case of Swing Line Loans;

in each case given to Administrative Agent or Swing Line Lender, as the case may
be, by 12:00 p.m. (New York City time) on the date required and, if given by
telephone, promptly confirmed in writing to Administrative Agent (and
Administrative Agent will promptly transmit such telephonic or original notice
for Term Loans or Revolving Loans, as the case may be, by telefacsimile or
telephone to each Lender) or Swing Line Lender, as the case may be. Upon the
giving of any such notice, the principal amount of the Loans specified in such
notice shall become due and payable on the prepayment date specified therein.
Any such voluntary prepayment shall be applied as specified in Section 2.15(a).

            (b) Voluntary Commitment Reductions.

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                  (i) Company may, upon not less than three Business Days' prior
      written or telephonic notice confirmed in writing to Administrative Agent
      (which original written or telephonic notice Administrative Agent will
      promptly transmit by telefacsimile or telephone to each applicable
      Lender), at any time and from time to time terminate in whole or
      permanently reduce in part, without premium or penalty, the Revolving
      Commitments in an amount up to the amount by which the Revolving
      Commitments exceed the Total Utilization of Revolving Commitments at the
      time of such proposed termination or reduction; provided, any such partial
      reduction of the Revolving Commitments shall be in an aggregate minimum
      amount of $1,000,000 and integral multiples of $250,000 in excess of that
      amount.

                  (ii) Company's notice to Administrative Agent shall designate
      the date (which shall be a Business Day) of such termination or reduction
      and the amount of any partial reduction, and such termination or reduction
      of the Revolving Commitments shall be effective on the date specified in
      Company's notice and shall reduce the Revolving Commitment of each Lender
      proportionately to its Pro Rata Share thereof.

            (c) Certain Permitted Term Loan Repurchases.

                  Notwithstanding anything to the contrary contained in this
Section 2.13 or any other provision of this Agreement, so long as (i) there is
no Default, (ii) there is no Event of Default and (iii) no Default or Event of
Default would result therefrom, Company may repurchase outstanding Term Loans on
the following basis:

                  (i) Company may repurchase all or any portion of the Term
      Loans of one or more Lenders pursuant to an Assignment Agreement, between
      Company and such Lender or Lenders in an aggregate principal amount not to
      exceed (y) 10% of the initial aggregate principal amount of Term Loans
      with respect to all such repurchases pursuant to this clause (i) and (z)
      $10,000,000 in any Fiscal Year; provided that, with respect to such
      repurchases, Company shall simultaneously provide a copy of such
      Assignment Agreement and any other agreements between Company and such
      Lender with respect to such repurchase to Administrative Agent and
      Syndication Agent;

                  (ii) In addition, Company may make one or more offers (each,
      an "OFFER") to repurchase all or any portion of the Term Loans (such Term
      Loans, the "OFFER LOANS") of Lenders, provided, (A) Company delivers a
      notice of such Offer to Administrative Agent and all Lenders no later than
      noon (New York City time) at least five Business Days in advance of a
      proposed consummation date of such Offer indicating (1) the last date on
      which such Offer may be accepted, (2) the maximum dollar amount of the
      Offer, (3) the repurchase price per dollar of principal amount of such
      Offer Loans at which Company is willing to repurchase the Offer Loans and
      (4) the instructions, consistent with this Section 2.13(c) with respect to
      the Offer (which shall be reasonably acceptable to Company, Administrative
      Agent and the Syndication Agent), that a Lender must follow in order to
      have its Offer Loans repurchased; (B) the maximum dollar amount of the
      Offer shall be no less than an aggregate $1,000,000; (C) Company shall
      hold the Offer open for a minimum period of two Business Days; (D) a
      Lender who

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      elects to participate in the Offer may choose to tender all or part of
      such Lender's Offer Loans; and (E) the Offer shall be made to Lenders
      holding the Offer Loans on a pro rata basis in accordance with their Pro
      Rata Shares; provided, further that, if any Lender elects not to
      participate in the Offer, either in whole or in part, the amount of such
      Lender's Offer Loans not being tendered shall be excluded in calculating
      the pro rata amount applicable to the balance of such Offer Loans;

                  (iii) With respect to all repurchases made by Company pursuant
      to this Section 2.13(c), (A) Company shall pay all accrued and unpaid
      interest, if any, on the repurchased Term Loans to the date of repurchase
      of such Term Loans (B) the repurchase of such Term Loans by Company shall
      not be taken into account in the calculation of Consolidated Excess Cash
      Flow, (C) Company shall have provided to all Lenders all information that,
      together with any previously provided information, would satisfy the
      requirements of Rule 10b-5 of the Exchange Act with respect to an offer by
      Company to repurchase securities registered under the Securities Act of
      1933 (whether or not such securities are outstanding) as if such offer was
      being made as of the date of such repurchase of Term Loans from a Lender,
      (D) such repurchases shall not be deemed to be voluntary prepayments
      pursuant to this Section 2.13, Section 2.15 or 2.16 hereunder except that
      the amount of the Loans so repurchased shall be applied on a pro rata
      basis to reduce the scheduled remaining Installments of principal on such
      Term Loan and (E) immediately following consummation of any such
      repurchase, Company shall provide notice of such repurchase to
      Administrative Agent which notice shall include (1) the identity of each
      Lender party to such repurchase and the amount of each Term Loan being
      repurchased, (2) the accrued interest thereon, (3) the date of repurchase
      and (4) any other information Administrative Agent may reasonably request
      in connection with such repurchase;

                  (iv) Following repurchase by Company pursuant to this Section
      2.13(c), the Term Loans so repurchased shall be deemed cancelled for all
      purposes and no longer outstanding (and may not be resold by Company), for
      all purposes of this Agreement and all other Credit Documents, including,
      but not limited to (A) the making of, or the application of, any payments
      to the Lenders under this Agreement or any other Credit Document, (B) the
      making of any request, demand, authorization, direction, notice, consent
      or waiver under this Agreement or any other Credit Document or (C) the
      determination of Requisite Lenders, or for any similar or related purpose,
      under this Agreement or any other Credit Document. Any payment made by
      Company in connection with a repurchase permitted by this Section 2.13(c)
      shall not be subject to the provisions of either Section 2.16(a) or
      Section 2.17. Failure by Company to make any payment to a Lender required
      by an agreement permitted by this Section 2.13(c) shall not constitute an
      Event of Default under Section 8.1(a); and

Notwithstanding any of the provisions set forth in this Agreement to the
contrary, Company, the Lenders and Agents hereby agree that nothing in this
Agreement shall be understood to mean or suggest that the Term Loans constitute
"securities" for purposes of either the Securities Act or the Exchange Act.

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      2.14. MANDATORY PREPAYMENTS/COMMITMENT REDUCTIONS.

            (a) Asset Sales. No later than three (3) Business Days following the
date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale
Proceeds (excluding any Net Asset Sale Proceeds received in connection with the
sale or disposition of inventory or used equipment in the ordinary course of
business), Company shall prepay the Loans and/or the Revolving Commitments shall
be permanently reduced as set forth in Section 2.15(b) in an aggregate amount
equal to such Net Asset Sale Proceeds; provided, (i) so long as no Default or
Event of Default shall have occurred and be continuing, and (ii) to the extent
that aggregate Net Asset Sale Proceeds from the Closing Date through the
applicable date of determination do not exceed $5,000,000, Company shall have
the option, directly or through one or more of its Subsidiaries, to invest Net
Asset Sale Proceeds in long-term productive assets of the general type used in
the business of Company and its Subsidiaries that are reinvested or identified
for reinvestment within one hundred eighty days of receipt thereof and
subsequently reinvested within two hundred seventy days of receipt thereof;
provided further, pending any such investment all such Net Asset Sale Proceeds
shall be applied to prepay Revolving Loans to the extent outstanding (without a
reduction in Revolving Commitments).

            (b) Insurance/Condemnation Proceeds. No later than three (3)
Business Days following the date of receipt by Holdings or any of its
Subsidiaries, or Administrative Agent as loss payee, of any Net
Insurance/Condemnation Proceeds, Company shall prepay the Loans and/or the
Revolving Commitments shall be permanently reduced as set forth in Section
2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation
Proceeds; provided, (i) so long as no Default or Event of Default shall have
occurred and be continuing, and (ii) to the extent that aggregate Net
Insurance/Condemnation Proceeds from the Closing Date through the applicable
date of determination do not exceed $5,000,000, Company shall have the option,
directly or through one or more of its Subsidiaries to invest such Net
Insurance/Condemnation Proceeds in long-term productive assets of the general
type used in the business of Company and its Subsidiaries that are reinvested or
identified for reinvestment within one hundred eighty days of receipt thereof
and subsequently reinvested within two hundred seventy days of receipt thereof,
which investment may include the repair, restoration or replacement of the
applicable assets thereof; provided further, pending any such investment all
such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied
to prepay Revolving Loans to the extent outstanding (without a reduction in
Revolving Commitments).

            (c) Issuance of Equity Securities. Except for payments required to
be made pursuant to Section 2.14(c) of the Second Lien Credit Agreement,
together with amounts required to be made pursuant to Section 2.14(e) of the
Second Lien Credit Agreement, in an aggregate amount not to exceed $67,500,000,
no later than three (3) Business Days following the date of receipt by Holdings
of any Cash proceeds from a capital contribution to, or the issuance of any
Capital Stock of, Holdings or any of its Subsidiaries (other than pursuant to
any employee stock or stock option compensation plan or a Permitted Acquisition
or warrants or options in existence as of the Closing Date), Company shall
prepay the Loans in an aggregate amount equal to 75% of such net proceeds (net
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reasonable costs and expenses associated therewith, including reasonable legal
fees and expenses); provided, during any period in which the Leverage Ratio
(determined for any such period by reference to the most recent Compliance
Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio)
shall be 3.0:1.00 or less, Company shall only be required to make the
prepayments and/or reductions otherwise required hereby in an amount equal to
50% of such net proceeds.

            (d) Issuance of Debt. No later than three (3) Business Days
following the date of receipt by Holdings or any of its Subsidiaries of any Cash
proceeds from the incurrence of any Indebtedness of Holdings or any of its
Subsidiaries (other than with respect to any Indebtedness permitted to be
incurred pursuant to Section 6.1), Company shall prepay the Loans and/or the
Revolving Commitments shall be permanently reduced as set forth in Section
2.15(b) in an aggregate amount equal to 100% of such proceeds, net of
underwriting discounts and commissions and other reasonable costs and expenses
associated therewith, including reasonable legal fees and expenses.

            (e) Consolidated Excess Cash Flow. Except for payments required to
be made pursuant to Section 2.14(e) of the Second Lien Credit Agreement,
together with amounts required to be made pursuant to Section 2.14(c) of the
Second Lien Credit Agreement, in an aggregate amount not to exceed $67,500,000,
in the event that there shall be Consolidated Excess Cash Flow for any Fiscal
Year (commencing with Fiscal Year 2004), Company shall, no later than the
earlier of (i) one hundred twenty (120) days after the end of such Fiscal Year
or (ii) the date of filing of Holding's or the Company's required public
filings, prepay the Loans and/or the Revolving Commitments shall be permanently
reduced as set forth in Section 2.15(b) in an aggregate amount equal to 75% of
such Consolidated Excess Cash Flow; provided, however, that the Company shall be
required, no later than sixty (60) days after the end of the Second Fiscal
Quarter of Fiscal Year 2004, to make a prepayment pursuant to this Section
2.14(e) with respect to the first two Fiscal Quarters of Fiscal Year 2004.
Notwithstanding anything to the contrary set forth above, the Company may make
such payments at the end of each Fiscal Quarter prior to the end of such Fiscal
Year and, in the event that the aggregate sum of such quarterly payments is less
than the required prepayment amount hereunder, the Company shall pay the balance
thereof in accordance with the terms hereof. In no event shall any Lender be
required to refund any amounts prepaid.

            (f) Revolving Loans and Swing Loans. Company shall from time to time
prepay first, the Swing Line Loans, and second, the Revolving Loans to the
extent necessary so that the Total Utilization of Revolving Commitments shall
not at any time exceed the Revolving Commitments then in effect.

            (g) Prepayments Under Subordinated Indebtedness. In addition to any
of the prepayments required pursuant to the foregoing provisions of this Section
2.14, Company shall prepay the Loans (without permanently reducing the Revolving
Credit Commitments unless so required to effect the purposes of this Section
2.14(g)) in amounts and on dates so as to minimize or eliminate any mandatory
prepayment (prior to the scheduled maturity of any Subordinated Indebtedness)
otherwise required pursuant to the terms of any Subordinated Indebtedness if and

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to the extent such other prepayment can be eliminated or minimized as a result
of a prepayment pursuant to this Section 2.14(g)

            (h) Prepayment Certificate. Concurrently with any prepayment of the
Loans and/or reduction of the Revolving Commitments pursuant to Sections 2.14(a)
through 2.14(e), Company shall deliver to Administrative Agent a certificate of
an Authorized Officer demonstrating the calculation of the amount of the
applicable net proceeds or Consolidated Excess Cash Flow, as the case may be. In
the event that Company shall subsequently determine that the actual amount
received exceeded the amount set forth in such certificate, Company shall
promptly make an additional prepayment of the Loans and/or the Revolving
Commitments shall be permanently reduced in an amount equal to such excess, and
Company shall concurrently therewith deliver to Administrative Agent a
certificate of an Authorized Officer demonstrating the derivation of such
excess.

      2.15. APPLICATION OF PREPAYMENTS/REDUCTIONS.

            (a) Application of Voluntary Prepayments by Type of Loans. Any
prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified
by Company in the applicable notice of prepayment; provided, in the event
Company fails to specify the Loans to which any such prepayment shall be
applied, such prepayment shall be applied as follows:

                  first, to repay outstanding Swing Line Loans to the full
      extent thereof;

                  second, to repay outstanding Revolving Loans to the full
      extent thereof; and

                  third, to prepay the Term Loans.

                  Any prepayment of any Term Loan pursuant to Section 2.13(a)
      shall be further applied on a pro rata basis to reduce the remaining
      scheduled Installments of principal on such Term Loan.

            (b) Application of Mandatory Prepayments by Type of Loans. Except as
may otherwise be set forth in subsections 2.14(c) and (e) above, any amount
required to be paid pursuant to Sections 2.14(a) through 2.14(e) and 2.14 (g)
shall be applied as follows:

                  first, to prepay Term Loans pro rata across the remaining
      scheduled Installments of principal of the Term Loans;

                  second, to prepay the Swing Line Loans to the full extent
      thereof and to permanently reduce the Revolving Commitments by the amount
      of such prepayment;

                  third, to prepay the Revolving Loans to the full extent
      thereof and to further permanently reduce the Revolving Commitments by the
      amount of such prepayment;

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                  fourth, to prepay outstanding reimbursement obligations with
      respect to Letters of Credit and to further permanently reduce the
      Revolving Loan Commitments by the amount of such prepayment;

                  fifth, to cash collateralize Letters of Credit and to further
      permanently reduce the Revolving Loan Commitments by the amount of such
      cash collateralization; and

                  sixth, to further permanently reduce the Revolving Commitments
      to the full extent thereof.

            (c) Application of Prepayments of Loans to Index Rate Loans and
Eurodollar Rate Loans. Considering each Class of Loans being prepaid separately,
any prepayment thereof shall be applied first to Index Rate Loans to the full
extent thereof before application to Eurodollar Rate Loans, in each case in a
manner which minimizes the amount of any payments required to be made by Company
pursuant to Section 2.18(c).

      2.16. GENERAL PROVISIONS REGARDING PAYMENTS.

            (a) All payments by Company of principal, interest, fees and other
Obligations shall be made in Dollars in same day funds, without defense, setoff
or counterclaim, free of any restriction or condition, and delivered to
Administrative Agent not later than 12:00 p.m. (New York City time) on the date
due at Administrative Agent's Principal Office for the account of Lenders; funds
received by Administrative Agent after that time on such due date shall be
deemed to have been paid by Company on the next succeeding Business Day.

            (b) All payments in respect of the principal amount of any Loan
(other than voluntary prepayments of Revolving Loans) shall be accompanied by
payment of accrued interest on the principal amount being repaid or prepaid.

            (c) Administrative Agent shall promptly distribute to each Lender at
such address as such Lender shall indicate in writing, such Lender's applicable
Pro Rata Share of all payments and prepayments of principal and interest due
hereunder, together with all other amounts due thereto, including, without
limitation, all fees payable with respect thereto, to the extent received by
Administrative Agent.

            (d) Notwithstanding the foregoing provisions hereof, if any
Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any
Affected Lender makes Index Rate Loans in lieu of its Pro Rata Share of any
Eurodollar Rate Loans, Administrative Agent shall give effect thereto in
apportioning payments received thereafter.

            (e) Subject to the provisos set forth in the definition of "Interest
Period", whenever any payment to be made hereunder shall be stated to be due on
a day that is not a Business Day, such payment shall be made on the next
succeeding Business Day and such

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extension of time shall be included in the computation of the payment of
interest hereunder or of the Revolving Commitment fees hereunder.

            (f) Company hereby authorizes Administrative Agent to charge
Company's accounts with Administrative Agent in order to cause timely payment to
be made to Administrative Agent of all principal, interest, fees and expenses
due hereunder (subject to sufficient funds being available in its accounts for
that purpose).

            (g) Administrative Agent shall deem any payment by or on behalf of
Company hereunder that is not made in same day funds prior to 12:00 p.m. (New
York City time) to be a non-conforming payment. Any such payment shall not be
deemed to have been received by Administrative Agent until the later of (i) the
time such funds become available funds, and (ii) the applicable next Business
Day. Administrative Agent shall give prompt telephonic notice to Company and
each applicable Lender (confirmed in writing) if any payment is non-conforming.
Any non-conforming payment may constitute or become a Default or Event of
Default in accordance with the terms of Section 8.1(a). Interest shall continue
to accrue on any principal as to which a non-conforming payment is made until
such funds become available funds (but in no event less than the period from the
date of such payment to the next succeeding applicable Business Day) at the rate
determined pursuant to Section 2.10 from the date such amount was due and
payable until the date such amount is paid in full.

            (h) If an Event of Default shall have occurred and not otherwise
been waived, and the maturity of the Obligations shall have been accelerated
pursuant to Section 8.1, all payments or proceeds received by Agents hereunder
in respect of any of the Obligations, shall be applied in accordance with the
application arrangements described in Section 7.2 of the Pledge and Security
Agreement.

      2.17. RATABLE SHARING. Lenders hereby agree among themselves that, except
as otherwise provided in the Collateral Documents with respect to amounts
realized from the exercise of rights with respect to Liens on the Collateral, if
any of them shall, whether by voluntary payment (other than a voluntary
prepayment of Loans made and applied in accordance with the terms hereof),
through the exercise of any right of set-off or banker's lien, by counterclaim
or cross action or by the enforcement of any right under the Credit Documents or
otherwise, or as adequate protection of a deposit treated as cash collateral
under the Bankruptcy Code, receive payment or reduction of a proportion of the
aggregate amount of principal, interest, amounts payable in respect of Letters
of Credit, fees and other amounts then due and owing to such Lender hereunder or
under the other Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to
such Lender) which is greater than the proportion received by any other Lender
in respect of the Aggregate Amounts Due to such other Lender, then the Lender
receiving such proportionately greater payment shall (a) notify Administrative
Agent and each other Lender of the receipt of such payment and (b) apply a
portion of such payment to purchase participations (which it shall be deemed to
have purchased from each seller of a participation simultaneously upon the
receipt by such seller of its portion of such payment) in the Aggregate Amounts
Due to the other Lenders so that all such recoveries of Aggregate Amounts Due
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Aggregate Amounts Due to them; provided, if all or part of such proportionately
greater payment received by such purchasing Lender is thereafter recovered from
such Lender upon the bankruptcy or reorganization of Company or otherwise, those
purchases shall be rescinded and the purchase prices paid for such
participations shall be returned to such purchasing Lender ratably to the extent
of such recovery, but without interest. Company expressly consents to the
foregoing arrangement and agrees that any holder of a participation so purchased
may exercise any and all rights of banker's lien, set-off or counterclaim with
respect to any and all monies owing by Company to that holder with respect
thereto as fully as if that holder were owed the amount of the participation
held by that holder.

      2.18. MAKING OR MAINTAINING EURODOLLAR RATE LOANS.

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

            (b) Illegality or Impracticability of Eurodollar Rate Loans. In the
event that on any date any Lender shall have determined (which determination
shall be final and conclusive and binding upon all parties hereto but shall be
made only after consultation with Company and Administrative Agent) that the
making, maintaining or continuation of its Eurodollar Rate Loans (i) has become
unlawful as a result of compliance by such Lender in good faith with any law,
treaty, governmental rule, regulation, guideline or order (or would conflict
with any such treaty, governmental rule, regulation, guideline or order not
having the force of law even though the failure to comply therewith would not be
unlawful), or (ii) has become impracticable, as a result of contingencies
occurring after the date hereof which materially and adversely affect the London
interbank market or the position of such Lender in that market, then, and in any
such event, such Lender shall be an "AFFECTED LENDER" and it shall on that day
give notice (by telefacsimile or by telephone confirmed in writing) to Company
and Administrative Agent of such determination (which notice Administrative
Agent shall promptly transmit to each other Lender). Thereafter (1) the
obligation of the Affected Lender to make Loans as, or to convert Loans to,
Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by
the Affected Lender, (2) to the extent such determination by the Affected Lender
relates to a Eurodollar Rate Loan then being requested by Company pursuant to a
Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall
make such Loan as (or continue such Loan as or convert such Loan to, as the case
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Lender's obligation to maintain its outstanding Eurodollar Rate Loans (the
"AFFECTED LOANS") shall be terminated at the earlier to occur of the expiration
of the Interest Period then in effect with respect to the Affected Loans or when
required by law, and (4) the Affected Loans shall automatically convert into
Index Rate Loans on the date of such termination. Notwithstanding the foregoing,
to the extent a determination by an Affected Lender as described above relates
to a Eurodollar Rate Loan then being requested by Company pursuant to a Funding
Notice or a Conversion/Continuation Notice, Company shall have the option,
subject to the provisions of Section 2.18(c), to rescind such Funding Notice or
Conversion/Continuation Notice as to all Lenders by giving notice (by
telefacsimile or by telephone confirmed in writing) to Administrative Agent of
such rescission on the date on which the Affected Lender gives notice of its
determination as described above (which notice of rescission Administrative
Agent shall promptly transmit to each other Lender). Except as provided in the
immediately preceding sentence, nothing in this Section 2.18(b) shall affect the
obligation of any Lender other than an Affected Lender to make or maintain Loans
as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms
hereof.

            (c) Compensation for Breakage or Non-Commencement of Interest
Periods. Company shall compensate each Lender, upon written request by such
Lender (which request shall set forth the basis for requesting such amounts),
for all reasonable losses, expenses and liabilities (including any interest paid
by such Lender to Lenders of funds borrowed by it to make or carry its
Eurodollar Rate Loans and any loss, expense or liability sustained by such
Lender in connection with the liquidation or re-employment of such funds but
excluding loss of anticipated profits) which such Lender may sustain: (i) if for
any reason (other than a default by such Lender) a borrowing of any Eurodollar
Rate Loan does not occur on a date specified therefor in a Funding Notice or a
telephonic request for borrowing, or a conversion to or continuation of any
Eurodollar Rate Loan does not occur on a date specified therefore in a
Conversion/Continuation Notice or a telephonic request for conversion or
continuation; (ii) if any prepayment or other principal payment of, or any
conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the
last day of an Interest Period applicable to that Loan (including, without
limitation, pursuant to Section 2.13(c) hereof); or (iii) if any prepayment of
any of its Eurodollar Rate Loans is not made on any date specified in a notice
of prepayment given by Company.

            (d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or
transfer Eurodollar Rate Loans at, to, or for the account of any of its branch
offices or the office of an Affiliate of such Lender.

            (e) Assumptions Concerning Funding of Eurodollar Rate Loans.
Calculation of all amounts payable to a Lender under this Section 2.18 and under
Section 2.19 shall be made as though such Lender had actually funded each of its
relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar
Rate Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurodollar deposit from an offshore office of such
Lender to a domestic office of such Lender in the United States of America;
provided, however, each Lender may fund each of its Eurodollar Rate Loans in any
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only for the purposes of calculating amounts payable under this Section 2.18 and
under Section 2.19.

      2.19. INCREASED COSTS; CAPITAL ADEQUACY.

            (a) Compensation For Increased Costs and Taxes. Subject to the
provisions of Section 2.20 (which shall be controlling with respect to the
matters covered thereby), in the event that any Lender (which term shall include
Issuing Bank for purposes of this Section 2.19(a)) shall determine (which
determination shall, absent demonstrable error, be final and conclusive and
binding upon all parties hereto) that any law, treaty or governmental rule,
regulation or order, or any change therein or in the interpretation,
administration or application thereof (including the introduction of any new
law, treaty or governmental rule, regulation or order), or any determination of
a court or governmental authority, in each case that becomes effective after the
date hereof, or compliance by such Lender with any guideline, request or
directive issued or made after the date hereof by any central bank or other
governmental or quasi-governmental authority (whether or not having the force of
law): (i) subjects such Lender (or its applicable lending office) to any
additional Tax (other than any Tax on the overall net income of such Lender)
with respect to this Agreement or any of the other Credit Documents or any of
its obligations hereunder or thereunder or any payments to such Lender (or its
applicable lending office) of principal, interest, fees or any other amount
payable hereunder; (ii) imposes, modifies or holds applicable any reserve
(including any marginal, emergency, supplemental, special or other reserve),
special deposit, compulsory loan, FDIC insurance or similar requirement against
assets held by, or deposits or other liabilities in or for the account of, or
advances or loans by, or other credit extended by, or any other acquisition of
funds by, any office of such Lender (other than any such reserve or other
requirements with respect to Eurodollar Rate Loans that are reflected in the
definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition
(other than with respect to a Tax matter) on or affecting such Lender (or its
applicable lending office) or its obligations hereunder or the London interbank
market; and the result of any of the foregoing is to increase the cost to such
Lender of agreeing to make, making or maintaining Loans hereunder or to reduce
any amount received or receivable by such Lender (or its applicable lending
office) with respect thereto; then, in any such case, Company shall promptly pay
to such Lender, upon receipt of the statement referred to in the next sentence,
such additional amount or amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender in its
sole discretion shall determine) as may be necessary to compensate such Lender
for any such increased cost or reduction in amounts received or receivable
hereunder. Such Lender shall deliver to Company (with a copy to Administrative
Agent) a written statement, setting forth in reasonable detail the basis for
calculating the additional amounts owed to such Lender under this Section
2.19(a), which statement shall be conclusive and binding upon all parties hereto
absent demonstrable error.

            (b) Capital Adequacy Adjustment. In the event that any Lender (which
term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have
determined that the adoption, effectiveness, phase-in or applicability after the
Closing Date of any law, rule or regulation (or any provision thereof) regarding
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interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender (or its applicable lending office) with any
guideline, request or directive regarding capital adequacy (whether or not
having the force of law) of any such Governmental Authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on the capital of such Lender or any corporation controlling such Lender as a
consequence of, or with reference to, such Lender's Loans or Revolving
Commitments or Letters of Credit, or participations therein or other obligations
hereunder with respect to the Loans or the Letters of Credit to a level below
that which such Lender or such controlling corporation could have achieved but
for such adoption, effectiveness, phase-in, applicability, change or compliance
(taking into consideration the policies of such Lender or such controlling
corporation with regard to capital adequacy), then from time to time, within
five Business Days after receipt by Company from such Lender of the statement
referred to in the next sentence, Company shall pay to such Lender such
additional amount or amounts as will compensate such Lender or such controlling
corporation on an after-tax basis for such reduction. Such Lender shall deliver
to Company (with a copy to Administrative Agent) a written statement, setting
forth in reasonable detail the basis for calculating the additional amounts owed
to Lender under this Section 2.19(b), which statement shall be conclusive and
binding upon all parties hereto absent demonstrable error.

      2.20. TAXES; WITHHOLDING, ETC.

            (a) Payments to Be Free and Clear. All sums payable by any Credit
Party hereunder and under the other Credit Documents shall (except to the extent
required by law) be paid free and clear of, and without any deduction or
withholding on account of, any Tax (other than a Tax on the overall net income
of any Lender) imposed, levied, collected, withheld or assessed by or within the
United States of America or any political subdivision in or of the United States
of America or any other jurisdiction from or to which a payment is made by or on
behalf of any Credit Party or by any federation or organization of which the
United States of America or any such jurisdiction is a member at the time of
payment.

            (b) Withholding of Taxes. If any Credit Party or any other Person is
required by law to make any deduction or withholding on account of any such Tax
from any sum paid or payable by any Credit Party to Administrative Agent or any
Lender (which term shall include Issuing Bank for purposes of this Section
2.20(b)) under any of the Credit Documents: (i) Company shall notify
Administrative Agent of any such requirement or any change in any such
requirement as soon as Company becomes aware of it; (ii) Company shall pay any
such Tax before the date on which penalties attach thereto, such payment to be
made (if the liability to pay is imposed on any Credit Party) for its own
account or (if that liability is imposed on Administrative Agent or such Lender,
as the case may be) on behalf of and in the name of Administrative Agent or such
Lender; (iii) the sum payable by such Credit Party in respect of which the
relevant deduction, withholding or payment is required shall be increased to the
extent necessary to ensure that, after the making of that deduction, withholding
or payment, Administrative Agent or such Lender, as the case may be, receives on
the due date a net sum equal to what it would have received had no such
deduction, withholding or payment been required or made; and (iv) within thirty
days after paying any sum from which it is required by law to make any deduction
or withholding, and within thirty days after the due date of payment

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of any Tax which it is required by clause (ii) above to pay, Company shall
deliver to Administrative Agent evidence satisfactory to the other affected
parties of such deduction, withholding or payment and of the remittance thereof
to the relevant taxing or other authority; provided, no such additional amount
shall be required to be paid to any Lender under clause (iii) above except to
the extent that any change after the date hereof (in the case of each Lender
listed on the signature pages hereof on the Closing Date) or after the effective
date of the Assignment Agreement pursuant to which such Lender became a Lender
(in the case of each other Lender) in any such requirement for a deduction,
withholding or payment as is mentioned therein shall result in an increase in
the rate of such deduction, withholding or payment from that in effect at the
date hereof or at the date of such Assignment Agreement, as the case may be, in
respect of payments to such Lender.

            (c) Evidence of Exemption From U.S. Withholding Tax. Each Lender
that is not a United States Person (as such term is defined in Section
7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes
(a "NON-US LENDER") shall deliver to Administrative Agent and the Company, on or
prior to the Closing Date (in the case of each Lender listed on the signature
pages hereof on the Closing Date) or on or prior to the date of the Assignment
Agreement pursuant to which it becomes a Lender (in the case of each other
Lender), and at such other times as may be necessary in the determination of
Company or Administrative Agent (each in the reasonable exercise of its
discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or
W-8ECI (or any successor forms), properly completed and duly executed by such
Lender, and such other documentation required under the Internal Revenue Code
and reasonably requested by Company to establish that such Lender is not subject
to deduction or withholding of United States federal income tax with respect to
any payments to such Lender of principal, interest, fees or other amounts
payable under any of the Credit Documents, or (ii) if such Lender is not a
"bank" or other Person described in Section 881(c)(3) of the Internal Revenue
Code and cannot deliver either Internal Revenue Service Form W-8BEN or W-8ECI
pursuant to clause (i) above, a Certificate re Non-Bank Status together with two
original copies of Internal Revenue Service Form W-8 (or any successor form),
properly completed and duly executed by such Lender, and such other
documentation required under the Internal Revenue Code and reasonably requested
by Company to establish that such Lender is not subject to deduction or
withholding of United States federal income tax with respect to any payments to
such Lender of interest payable under any of the Credit Documents. Each Lender
required to deliver any forms, certificates or other evidence with respect to
United States federal income tax withholding matters pursuant to this Section
2.20(c) hereby agrees, from time to time after the initial delivery by such
Lender of such forms, certificates or other evidence, whenever a lapse in time
or change in circumstances renders such forms, certificates or other evidence
obsolete or inaccurate in any material respect, that such Lender shall promptly
deliver to Administrative Agent and the Company two new original copies of
Internal Revenue Service Form W-8BEN or W-8ECI , or a Certificate re Non-Bank
Status and two original copies of Internal Revenue Service Form W-8, as the case
may be, properly completed and duly executed by such Lender, and such other
documentation required under the Internal Revenue Code and reasonably requested
by Company to confirm or establish that such Lender is not subject to deduction
or withholding of United States federal income tax with respect to payments to
such Lender under the Credit Documents, or notify Administrative Agent and
Company of its inability to deliver any such forms, certificates or other
evidence.

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Company shall not be required to pay any additional amount to any Non-US Lender
under Section 2.20(b)(iii) if such Lender shall have failed (1) to deliver the
forms, certificates or other evidence referred to in the second sentence of this
Section 2.20(c), or (2) to notify Administrative Agent and Company of its
inability to deliver any such forms, certificates or other evidence, as the case
may be; provided, if such Lender shall have satisfied the requirements of the
first sentence of this Section 2.20(c) on the Closing Date or on the date of the
Assignment Agreement pursuant to which it became a Lender, as applicable,
nothing in this last sentence of Section 2.20(c) shall relieve Company of its
obligation to pay any additional amounts pursuant this Section 2.20 in the event
that, as a result of any change in any applicable law, treaty or governmental
rule, regulation or order, or any change in the interpretation, administration
or application thereof, such Lender is no longer properly entitled to deliver
forms, certificates or other evidence at a subsequent date establishing the fact
that such Lender is not subject to withholding as described herein.

      2.21. OBLIGATION TO MITIGATE. Each Lender (which term shall include
Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as
practicable after the officer of such Lender responsible for administering its
Loans or Letters of Credit, as the case may be, becomes aware of the occurrence
of an event or the existence of a condition that would cause such Lender to
become an Affected Lender or that would entitle such Lender to receive payments
under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with
the internal policies of such Lender and any applicable legal or regulatory
restrictions, use reasonable efforts to (a) make, issue, fund or maintain its
Credit Extensions, including any Affected Loans, through another office of such
Lender, or (b) take such other measures as such Lender may deem reasonable, if
as a result thereof the circumstances which would cause such Lender to be an
Affected Lender would cease to exist or the additional amounts which would
otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19
or 2.20 would be materially reduced and if, as determined by such Lender in its
sole discretion, the making, issuing, funding or maintaining of such Revolving
Commitments, Loans or Letters of Credit through such other office or in
accordance with such other measures, as the case may be, would not otherwise
adversely affect such Revolving Commitments, Loans or Letters of Credit or the
interests of such Lender; provided, such Lender will not be obligated to utilize
such other office pursuant to this Section 2.21 unless Company agrees to pay all
incremental expenses incurred by such Lender as a result of utilizing such other
office as described in clause (i) above. A certificate as to the amount of any
such expenses payable by Company pursuant to this Section 2.21 (setting forth in
reasonable detail the basis for requesting such amount) submitted by such Lender
to Company (with a copy to Administrative Agent) shall be conclusive absent
demonstrable error.

      2.22. DEFAULTING LENDERS. Anything contained herein to the contrary
notwithstanding, in the event that any Lender, except at the direction or
request of any regulatory agency or authority, defaults (a "DEFAULTING LENDER")
in its obligation to fund (a "FUNDING DEFAULT") any Revolving Loan or its
portion of any unreimbursed payment under Section 2.3(b)(iv) or 2.4(e) (in each
case, a "DEFAULTED LOAN"), then (a) during any Default Period with respect to
such Defaulting Lender,

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such Defaulting Lender shall be deemed not to be a "Lender" for purposes of
voting on any matters (including the granting of any consents or waivers) with
respect to any of the Credit Documents; (b) to the extent permitted by
applicable law, until such time as the Default Excess with respect to such
Defaulting Lender shall have been reduced to zero, (i) any voluntary prepayment
of the Revolving Loans shall, if Company so directs at the time of making such
voluntary prepayment, be applied to the Revolving Loans of other Lenders as if
such Defaulting Lender had no Revolving Loans outstanding and the Revolving
Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment
of the Revolving Loans shall, if Company so directs at the time of making such
mandatory prepayment, be applied to the Revolving Loans of other Lenders (but
not to the Revolving Loans of such Defaulting Lender) as if such Defaulting
Lender had funded all Defaulted Loans of such Defaulting Lender, it being
understood and agreed that Company shall be entitled to retain any portion of
any mandatory prepayment of the Revolving Loans that is not paid to such
Defaulting Lender solely as a result of the operation of the provisions of this
clause (b); (c) such Defaulting Lender's Revolving Commitment and outstanding
Revolving Loans and such Defaulting Lender's Pro Rata Share of the Letter of
Credit Usage shall be excluded for purposes of calculating the Revolving
Commitment fee payable to Lenders in respect of any day during any Default
Period with respect to such Defaulting Lender, and such Defaulting Lender shall
not be entitled to receive any Revolving Commitment fee pursuant to Section 2.11
with respect to such Defaulting Lender's Revolving Commitment in respect of any
Default Period with respect to such Defaulting Lender; and (d) the Total
Utilization of Revolving Commitments as at any date of determination shall be
calculated as if such Defaulting Lender had funded all Defaulted Loans of such
Defaulting Lender. No Revolving Commitment of any Lender shall be increased or
otherwise affected, and, except as otherwise expressly provided in this Section
2.22, performance by Company of its obligations hereunder and the other Credit
Documents shall not be excused or otherwise modified as a result of any Funding
Default or the operation of this Section 2.22. The rights and remedies against a
Defaulting Lender under this Section 2.22 are in addition to other rights and
remedies which Company may have against such Defaulting Lender with respect to
any Funding Default and which Administrative Agent or any Lender may have
against such Defaulting Lender with respect to any Funding Default.

      2.23. REMOVAL OR REPLACEMENT OF A LENDER. Anything contained herein to the
contrary notwithstanding, in the event that: (a) (i) any Lender (an
"INCREASED-COST LENDER") shall give notice to Company that such Lender is an
Affected Lender or that such Lender is entitled to receive payments under
Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender
to be an Affected Lender or which entitle such Lender to receive such payments
shall remain in effect, and (iii) such Lender shall fail to withdraw such notice
within five Business Days after Company's request for such withdrawal; or (b)
(i) any Lender shall become a Defaulting Lender, (ii) the Default Period for
such Defaulting Lender shall remain in effect, and (iii) such Defaulting Lender
shall fail to cure the default as a result of which it has become a Defaulting
Lender within five Business Days after Company's request that it cure such
default; or (c) in connection with any proposed amendment, modification,
termination, waiver or consent with respect to any of the provisions hereof as
contemplated by Section 10.5(b), the consent of Requisite Lenders shall have
been obtained but the consent of one or more of such other Lenders (each a
"NON-CONSENTING

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LENDER") whose consent is required shall not have been obtained; then, with
respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting
Lender (the "TERMINATED LENDER"), Company may, by giving written notice to
Administrative Agent and any Terminated Lender of its election to do so, elect
to cause such Terminated Lender (and such Terminated Lender hereby irrevocably
agrees) to assign its outstanding Loans and its Revolving Commitments, if any,
in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") in
accordance with the provisions of Section 10.6 and Terminated Lender shall pay
any fees payable thereunder in connection with such assignment; provided, (1) on
the date of such assignment, the Replacement Lender shall pay to Terminated
Lender an amount equal to the sum of (A) an amount equal to the principal of,
and all accrued interest on, all outstanding Loans of the Terminated Lender, (B)
an amount equal to all unreimbursed drawings that have been funded by such
Terminated Lender, together with all then unpaid interest with respect thereto
at such time and (C) an amount equal to all accrued, but theretofore unpaid fees
owing to such Terminated Lender pursuant to Section 2.11; (2) on the date of
such assignment, Company shall pay any amounts payable to such Terminated Lender
pursuant to Section 2.18(c), 2.19 or 2.20; or otherwise as if it were a
prepayment and (3) in the event such Terminated Lender is a Non-Consenting
Lender, each Replacement Lender shall consent, at the time of such assignment,
to each matter in respect of which such Terminated Lender was a Non-Consenting
Lender; provided, Company may not make such election with respect to any
Terminated Lender that is also an Issuing Bank unless, prior to the
effectiveness of such election, Company shall have caused each outstanding
Letter of Credit issued thereby to be cancelled. Upon the prepayment of all
amounts owing to any Terminated Lender and the termination of such Terminated
Lender's Revolving Commitments, if any, such Terminated Lender shall no longer
constitute a "Lender" for purposes hereof; provided, any rights of such
Terminated Lender to indemnification hereunder shall survive as to such
Terminated Lender.

SECTION 3. CONDITIONS PRECEDENT

      3.1. CLOSING DATE. The obligation of any Lender to make a Credit Extension
on the Closing Date is subject to the satisfaction, or waiver in accordance with
Section 10.5, of the following conditions on or before the Closing Date:

            (a) Credit Documents. Administrative Agent shall have received
sufficient copies of each Credit Document in a form satisfactory to the
Administrative Agent originally executed and delivered by each applicable Credit
Party for each Lender.

            (b) Organizational Documents; Incumbency. Administrative Agent shall
have received (i) sufficient copies of each Organizational Document executed and
delivered by each Credit Party, as applicable, and, to the extent applicable,
certified as of a recent date by the appropriate governmental official, for each
Lender, each dated the Closing Date or a recent date prior thereto; (ii)
signature and incumbency certificates of the officers of such Person executing
the Credit Documents to which it is a party; (iii) resolutions of the Board of
Directors or similar governing body of each Credit Party approving and
authorizing the execution, delivery and

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performance of this Agreement and the other Credit Documents and the Related
Agreements to which it is a party or by which it or its assets may be bound as
of the Closing Date, certified as of the Closing Date by its secretary or an
assistant secretary as being in full force and effect without modification or
amendment; (iv) a good standing certificate from the applicable Governmental
Authority of each Credit Party's jurisdiction of incorporation, organization or
formation and in each jurisdiction in which it is qualified as a foreign
corporation or other entity to do business, each dated a recent date prior to
the Closing Date; and (v) such other documents as Administrative Agent may
reasonably request.

            (c) Organizational and Capital Structure. The organizational
structure and capital structure of Holdings and its Subsidiaries shall be as set
forth on Schedule 4.1.

            (d) Capitalization of Holdings and Company; Related Financings. On
or before the Closing Date:

                  (i) Administrative Agent and Syndication Agent shall be
      satisfied in all respects with Holdings' capital structure; and

                  (ii) the transactions contemplated by the Second Lien Credit
      Agreement shall have been consummated.

            (e) Related Agreements. Syndication Agent and Administrative Agent
shall each have received a fully executed or conformed copy of each Related
Agreement and any documents executed in connection therewith, together with
copies of each of the opinions of counsel delivered to the parties under the
Related Agreements, accompanied by a letter from each such counsel (to the
extent not inconsistent with such counsel's established internal policies)
authorizing Lenders to rely upon such opinion to the same extent as though it
were addressed to Lenders. There shall be no defaults or events of default (as
may be defined in the applicable Related Agreement) under any Related Agreements
and each Related Agreement shall be in full force and effect, and no provision
thereof shall have been modified or waived in any respect determined by
Syndication Agent or Administrative Agent to be material, in each case without
the consent of Syndication Agent and Administrative Agent.

            (f) Existing Indebtedness. (I) There shall be no material defaults
or material events of default under the Existing Indebtedness and (II) on the
Closing Date, Holdings and its Subsidiaries shall have (i) repaid in full all
Existing Indebtedness (other than Indebtedness under the Existing Seller
Subordinated Notes), (ii) terminated any commitments to lend or make other
extensions of credit thereunder, (iii) delivered to Syndication Agent and
Administrative Agent all documents or instruments necessary to release all Liens
securing Existing Indebtedness or other obligations of Holdings and its
Subsidiaries thereunder being repaid on the Closing Date, (iv) made arrangements
satisfactory to Syndication Agent and Administrative Agent with respect to the
cancellation of any letters of credit outstanding thereunder or the issuance of
Letters of Credit to support the obligations of Holdings and its Subsidiaries
with respect thereto, and (v) delivered to Syndication Agent and Administrative
Agent (1) a fully executed or conformed copy of each document evidencing the
Existing Seller Subordinated Notes and the Existing Earn-Out Obligations and (2)
a certificate from an Authorized Officer of each applicable Credit Party, in

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form and substance satisfactory to Syndication Agent and Administrative Agent,
with respect thereto.

            (g) Transaction Costs. On or prior to the Closing Date, Company
shall have delivered to Administrative Agent Company's reasonable best estimate
of the Transactions Costs (other than fees payable to any Agent).

            (h) Governmental Authorizations and Consents. Each Credit Party
shall have obtained all Governmental Authorizations and all consents of other
Persons, in each case that are necessary or advisable in connection with the
transactions contemplated by the Credit Documents and the Related Agreements and
each of the foregoing shall be in full force and effect and in form and
substance reasonably satisfactory to Syndication Agent and Administrative Agent.
All applicable waiting periods shall have expired without any action being taken
or threatened by any competent authority which would restrain, prevent or
otherwise impose adverse conditions on the transactions contemplated by the
Credit Documents or the Related Agreements or the financing thereof and no
action, request for stay, petition for review or rehearing, reconsideration, or
appeal with respect to any of the foregoing shall be pending, and the time for
any applicable agency to take action to set aside its consent on its own motion
shall have expired.

            (i) Real Estate Assets. In order to create in favor of Collateral
Agent, for the benefit of Secured Parties, a valid and, subject to any filing
and/or recording referred to herein, perfected First Priority security interest
in certain Real Estate Assets, Collateral Agent shall have received from Company
and each applicable Guarantor:

                  (i) fully executed and notarized Mortgages, in proper form for
      recording in all appropriate places in all applicable jurisdictions,
      encumbering each Real Estate Asset listed in Schedule 3.1(i) (each, a
      "CLOSING DATE MORTGAGED PROPERTY");

                  (ii) an opinion of counsel (which counsel shall be reasonably
      satisfactory to Collateral Agent) in each state in which a Closing Date
      Mortgaged Property is located with respect to the enforceability of the
      form(s) of Mortgages to be recorded in such state and such other matters
      as Collateral Agent may reasonably request, in each case in form and
      substance reasonably satisfactory to Collateral Agent;

                  (iii) in the case of each Leasehold Property, if any, that is
      a Closing Date Mortgaged Property, (1) a Landlord Consent and Estoppel and
      (2) evidence that such Leasehold Property is a Recorded Leasehold
      Interest;

                  (iv) (a) ALTA mortgagee title insurance policies or
      unconditional commitments therefore issued by one or more title companies
      reasonably satisfactory to Collateral Agent with respect to each Closing
      Date Mortgaged Property (each, a "TITLE POLICY"), in amounts not less than
      the fair market value of each Closing Date Mortgaged Property, together
      with a title report issued by a title company with respect thereto, dated
      not more than thirty days prior to the Closing Date and copies of all
      recorded documents listed as exceptions to title or otherwise referred to
      therein, each in form and substance

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      reasonably satisfactory to Collateral Agent and (b) evidence satisfactory
      to Collateral Agent that such Credit Party has paid to the title company
      or to the appropriate Governmental Authorities all expenses and premiums
      of the title company and all other sums required in connection with the
      issuance of each Title Policy and all recording and stamp taxes (including
      mortgage recording and intangible taxes) payable in connection with
      recording the Mortgages for each Closing Date Mortgaged Property in the
      appropriate real estate records; and

                  (v) evidence of flood insurance with respect to each Flood
      Hazard Property that is located in a community that participates in the
      National Flood Insurance Program, in each case in compliance with any
      applicable regulations of the Board of Governors of the Federal Reserve
      System, in form and substance reasonably satisfactory to Collateral Agent.

            (j) Personal Property Collateral. In order to create in favor of
Collateral Agent, for the benefit of Secured Parties, a valid, perfected First
Priority security interest in the personal property Collateral, Collateral Agent
shall have received:

                  (i) evidence satisfactory to Collateral Agent of the
      compliance by each Credit Party of their obligations under the Pledge and
      Security Agreement and the other Collateral Documents (including, without
      limitation, their obligations to execute and deliver UCC financing
      statements, originals of securities, instruments and chattel paper and any
      agreements governing deposit and/or securities accounts as provided
      therein);

                  (ii) A completed Collateral Questionnaire dated the Closing
      Date and executed by an Authorized Officer of each Credit Party, together
      with all attachments contemplated thereby, including (A) the results of a
      recent search, by a Person satisfactory to Collateral Agent, of all
      effective UCC financing statements (or equivalent filings) made with
      respect to any personal or mixed property of any Credit Party in the
      jurisdictions specified in the Collateral Questionnaire, together with
      copies of all such filings disclosed by such search, and (B) UCC
      termination statements (or similar documents) duly executed by all
      applicable Persons for filing in all applicable jurisdictions as may be
      necessary to terminate any effective UCC financing statements (or
      equivalent filings) disclosed in such search (other than any such
      financing statements in respect of Permitted Liens);

                  (iii) opinions of counsel (which counsel shall be reasonably
      satisfactory to Collateral Agent) with respect to the creation and
      perfection of the security interests in favor of Collateral Agent in such
      Collateral and such other matters governed by the laws of each
      jurisdiction in which any Credit Party or any personal property Collateral
      is located as Collateral Agent may reasonably request, in each case in
      form and substance reasonably satisfactory to Collateral Agent; and

                  (iv) evidence that each Credit Party shall have taken or
      caused to be taken any other action, executed and delivered or caused to
      be executed and delivered any other agreement, document and instrument
      (including, without limitation, any

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      intercompany notes evidencing Indebtedness permitted to be incurred
      pursuant to Section 6.1(b)) and made or caused to be made any other filing
      and recording (other than as set forth herein) reasonably required by
      Collateral Agent.

            (k) Environmental Reports. Syndication Agent and Administrative
Agent shall have received reports and other information, in form, scope and
substance satisfactory to Syndication Agent and Administrative Agent, regarding
environmental matters relating to the Facilities, which reports shall include a
Phase I Report for each of the Facilities specified by the Syndication Agent and
Administrative Agent.

            (l) Financial Statements; Projections. Lenders shall have received
from Holdings (i) the Historical Financial Statements, (ii) pro forma
consolidated and consolidating balance sheets of Holdings and its Subsidiaries
as of October 31, 2003, and reflecting the consummation of the Refinancing, the
related financings and the other transactions contemplated by the Credit
Documents to occur on or prior to the Closing Date, which pro forma financial
statements shall be in form and substance satisfactory to Administrative Agent
and Syndication Agent, and (iii) the Projections.

            (m) Evidence of Insurance. Collateral Agent shall have received a
certificate from Company's insurance broker or other evidence satisfactory to it
that all insurance required to be maintained pursuant to Section 5.5 is in full
force and effect and that Collateral Agent, for the benefit of Lenders has been
named as additional insured and loss payee thereunder to the extent required
under Section 5.5.

            (n) Opinions of Counsel to Credit Parties. Lenders and their
respective counsel shall have received originally executed copies of the
favorable written opinions of those counsel for Credit Parties set forth in
Schedule 3.1(n), in the form of Exhibit D and as to such other matters as
Administrative Agent or Syndication Agent may reasonably request, dated as of
the Closing Date and otherwise in form and substance reasonably satisfactory to
Administrative Agent and Syndication Agent (and each Credit Party hereby
instructs such counsel to deliver such opinions to Agents and Lenders).

            (o) Opinions of Counsel to Syndication Agent. Lenders shall have
received originally executed copies of one or more favorable written opinions of
Skadden, Arps, Slate, Meagher & Flom LLP, counsel to Syndication Agent, dated as
of the Closing Date, in form and substance reasonably satisfactory to
Syndication Agent.

            (p) Fees. Company shall have paid to Syndication Agent and
Administrative Agent, the fees payable on the Closing Date referred to in
Section 2.11(d).

            (q) Closing Date Certificate. Holdings and Company shall have
delivered to Syndication Agent and Administrative Agent an originally executed
Closing Date Certificate, together with all attachments thereto.

            (r) Credit Rating. The credit facilities provided for under this
Agreement shall have been assigned a credit rating by either S&P and/or Moody's
of not less than BB- in the case of S&P or B1 in the case of Moody's.

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            (s) Closing Date. Lenders shall have made the Term Loans to Company
on or before January 31, 2004.

            (t) No Litigation. There shall not exist any action, suit,
investigation, litigation or proceeding or other legal or regulatory
developments, pending or threatened in any court or before any arbitrator or
Governmental Authority that, in the reasonable opinion of Administrative Agent
and Syndication Agent, singly or in the aggregate, materially impairs the
Refinancing or any of the other transactions contemplated by the Credit
Documents or the Related Agreements, or that could reasonably be expected to
have a Material Adverse Effect.

            (u) Completion of Proceedings. All partnership, corporate and other
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent or Syndication Agent and its counsel shall be
satisfactory in form and substance to Administrative Agent and Syndication Agent
and such counsel, and Administrative Agent, Syndication Agent and such counsel
shall have received all such counterpart originals or certified copies of such
documents as Administrative Agent or Syndication Agent may reasonably request.

Each Lender, by delivering its signature page to this Agreement and funding a
Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and
consented to and approved, each Credit Document and each other document required
to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the
Closing Date.

      3.2. CONDITIONS TO EACH CREDIT EXTENSION.

            (a) Conditions Precedent. The obligation of each Lender to make any
Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date,
including the Closing Date, are subject to the satisfaction, or waiver in
accordance with Section 10.5, of the following conditions precedent:

                  (i) Administrative Agent shall have received a fully executed
      and delivered Funding Notice or Issuance Notice, as the case may be;

                  (ii) after making the Credit Extensions requested on such
      Credit Date, the Total Utilization of Revolving Commitments shall not
      exceed the Revolving Commitments then in effect;

                  (iii) as of such Credit Date, the representations and
      warranties contained herein and in the other Credit Documents shall be
      true and correct in all material respects on and as of that Credit Date to
      the same extent as though made on and as of that date, except to the
      extent such representations and warranties specifically relate to an
      earlier date, in which case such representations and warranties shall have
      been true and correct in all material respects on and as of such earlier
      date;

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                  (iv) as of such Credit Date, no event shall have occurred and
      be continuing or would result from the consummation of the applicable
      Credit Extension that would constitute an Event of Default or a Default;

                  (v) on or before the date of issuance of any Letter of Credit,
      Administrative Agent shall have received all other information required by
      the applicable Issuance Notice, and such other documents or information as
      Issuing Bank may reasonably require in connection with the issuance of
      such Letter of Credit;

                  (vi) as of such Credit Date, the Leverage Ratio determined as
      of such date after giving effect to the contemplated Credit Extension
      shall not exceed the maximum Leverage Ratio permitted as of the last day
      of the immediately succeeding Fiscal Quarter pursuant to Section 6.8(c);
      and

                  (vii) after giving effect to such Credit Extension the
      aggregate Cash and Cash Equivalents of Holdings and its subsidiaries will
      not exceed $15,000,000.

Any Agent or Requisite Lenders shall be entitled, but not obligated to, request
and receive, prior to the making of any Credit Extension, additional information
reasonably satisfactory to the requesting party confirming the satisfaction of
any of the foregoing if, in the good faith judgment of such Agent or Requisite
Lender such request is warranted under the circumstances.

            (b) Notices. Any Notice shall be executed by an Authorized Officer
in a writing delivered to Administrative Agent. In lieu of delivering a Notice,
Company may give Administrative Agent telephonic notice by the required time of
any proposed borrowing, conversion/continuation or issuance of a Letter of
Credit, as the case may be; provided each such notice shall be promptly
confirmed in writing by delivery of the applicable Notice to Administrative
Agent on or before the applicable date of borrowing, continuation/conversion or
issuance. Neither Administrative Agent nor any Lender shall incur any liability
to Company in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized on behalf of Company or for
otherwise acting in good faith.

SECTION 4. REPRESENTATIONS AND WARRANTIES

      In order to induce Lenders and Issuing Bank to enter into this Agreement
and to make each Credit Extension to be made thereby, each Credit Party
represents and warrants to each Lender and Issuing Bank, on the Closing Date and
on each Credit Date, that the following statements are true and correct (it
being understood and agreed that the representations and warranties made on the
Closing Date are deemed to be made concurrently with the consummation of the
Refinancing contemplated hereby):

      4.1. ORGANIZATION; REQUISITE POWER AND AUTHORITY; QUALIFICATION. Each of
Holdings and its Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization as identified
in Schedule 4.1, (b) has all

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requisite power and authority to own and operate its properties, to carry on its
business as now conducted and as proposed to be conducted, to enter into the
Credit Documents to which it is a party and to carry out the transactions
contemplated thereby, and (c) is qualified to do business and in good standing
in every jurisdiction where its assets are located and wherever necessary to
carry out its business and operations, except in jurisdictions where the failure
to be so qualified or in good standing has not had, and could not be reasonably
expected to have, a Material Adverse Effect.

      4.2. CAPITAL STOCK AND OWNERSHIP. The Capital Stock of each of Holdings
and its Subsidiaries has been duly authorized and validly issued and is fully
paid and non-assessable. Except as set forth on Schedule 4.2, as of the date
hereof, there is no existing option, warrant, call, right, commitment or other
agreement to which Holdings or any of its Subsidiaries is a party requiring, and
there is no Capital Stock of Holdings or any of its Subsidiaries outstanding
which upon conversion or exchange would require, the issuance by Holdings or any
of its Subsidiaries of any additional Capital Stock of Holdings or any of its
Subsidiaries or other Securities convertible into, exchangeable for or
evidencing the right to subscribe for or purchase, Capital Stock of Holdings or
any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership
interest of Holdings and each of its Subsidiaries in their respective
Subsidiaries as of the Closing Date.

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

      4.4. NO CONFLICT. The execution, delivery and performance by Credit
Parties of the Credit Documents to which they are parties and the consummation
of the transactions contemplated by the Credit Documents do not and will not (a)
violate any provision of any law or any governmental rule or regulation
applicable to Holdings or any of its Subsidiaries, any of the Organizational
Documents of Holdings or any of its Subsidiaries, or any order, judgment or
decree of any court or other agency of government binding on Holdings or any of
its Subsidiaries except to the extent such violation could not be reasonably
expected to have a Material Adverse Effect; (b) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any Contractual Obligation of Holdings or any of its Subsidiaries except
to the extent such conflict, breach or default could not reasonably be expected
to have a Material Adverse Effect; (c) result in or require the creation or
imposition of any Lien upon any of the properties or assets of Holdings or any
of its Subsidiaries (other than any Liens created under any of the Credit
Documents in favor of Collateral Agent, on behalf of Secured Parties and the
Liens securing obligations under the Second Lien Credit Agreement pursuant to
subsection 6.2(p)); or (d) require any approval of stockholders, members or
partners or any approval or consent of any Person under any Contractual
Obligation of Holdings or any of its Subsidiaries, except for such approvals or
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writing to Lenders and except for any such approvals or consents the failure of
which to obtain will not have a Material Adverse Effect.

      4.5. GOVERNMENTAL CONSENTS. The execution, delivery and performance by
Credit Parties of the Credit Documents to which they are parties and the
consummation of the transactions contemplated by the Credit Documents do not and
will not require any registration with, consent or approval of, or notice to, or
other action to, with or by, any Governmental Authority except for filings and
recordings with respect to the Collateral to be made, or otherwise delivered to
Collateral Agent for filing and/or recordation, as of the Closing Date.

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

      4.7. HISTORICAL FINANCIAL STATEMENTS. The Historical Financial Statements
were prepared in conformity with GAAP and fairly present, in all material
respects, the financial position, on a consolidated basis, of the Persons
described in such financial statements as at the respective dates thereof and
the results of operations and cash flows, on a consolidated basis, of the
entities described therein for each of the periods then ended, subject, in the
case of any such unaudited financial statements, to changes resulting from audit
and normal year-end adjustments. As of the Closing Date, neither Holdings nor
any of its Subsidiaries has any contingent liability or liability for taxes,
long-term lease or unusual forward or long-term commitment that is not reflected
in the Historical Financial Statements or the notes thereto and which in any
such case is material in relation to the business, operations, properties,
assets, condition (financial or otherwise) or prospects of Holdings and any of
its Subsidiaries taken as a whole.

      4.8. PROJECTIONS. On and as of the Closing Date, the projected financial
information of Holdings and its Subsidiaries for the period Fiscal Year 2004
through and including Fiscal Year 2009 (the "PROJECTIONS") are based on good
faith estimates and assumptions made by the management of Holdings; provided,
the Projections are not to be viewed as facts and that actual results during the
period or periods covered by the Projections may differ from such Projections
and that the differences may be material; provided further, as of the Closing
Date, management of Holdings believed that the Projections were reasonable and
attainable.

      4.9. NO MATERIAL ADVERSE CHANGE. Since December 31, 2002, no event,
circumstance or change has occurred that has caused or evidences, either in any
case or in the aggregate, a Material Adverse Effect.

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      4.10. NO RESTRICTED JUNIOR PAYMENTS. Since September 30, 2003, neither
Holdings nor any of its Subsidiaries has directly or indirectly declared,
ordered, paid or made, or set apart any sum or property for, any Restricted
Junior Payment or agreed to do so except as permitted pursuant to Section 6.5.

      4.11. ADVERSE PROCEEDINGS, ETC. There are no Adverse Proceedings,
individually or in the aggregate, that could reasonably be expected to have a
Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (a) is in
violation of any applicable laws (including Environmental Laws) that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, or (b) is subject to or in default with respect to any
final judgments, writs, injunctions, decrees, rules or regulations of any court
or any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

      4.12. PAYMENT OF TAXES. Except as otherwise permitted under Section 5.3,
all tax returns and reports of Holdings and its Subsidiaries required to be
filed by any of them have been timely filed, and all taxes shown on such tax
returns to be due and payable and all assessments, fees and other governmental
charges upon Holdings and its Subsidiaries and upon their respective properties,
assets, income, businesses and franchises which are due and payable have been
paid when due and payable. Holdings knows of no proposed tax assessment against
Holdings or any of its Subsidiaries which is not being actively contested by
Holdings or such Subsidiary in good faith and by appropriate proceedings;
provided, such reserves or other appropriate provisions, if any, as shall be
required in conformity with GAAP shall have been made or provided therefore.

      4.13. PROPERTIES.

            (a) Title. Each of Holdings and its Subsidiaries has (i) good,
sufficient and legal title to (in the case of fee interests in real property),
(ii) valid leasehold interests in (in the case of leasehold interests in real or
personal property), and (iii) good title to (in the case of all other personal
property), all of their respective properties and assets reflected in their
respective Historical Financial Statements referred to in Section 4.7 and in the
most recent financial statements delivered pursuant to Section 5.1, in each case
except for assets disposed of since the date of such financial statements in the
ordinary course of business or as otherwise permitted under Section 6.9. Except
as permitted by this Agreement, all such properties and assets are free and
clear of Liens.

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            (b) Real Estate. As of the Closing Date, Schedule 4.13 contains a
true, accurate and complete list of (i) all Real Estate Assets, and (ii) all
leases, subleases or assignments of leases (together with all amendments,
modifications, supplements, renewals or extensions of any thereof) affecting
each Real Estate Asset of any Credit Party, regardless of whether such Credit
Party is the landlord or tenant (whether directly or as an assignee or successor
in interest) under such lease, sublease or assignment. Each agreement listed in
Schedule 4.13 is in full force and effect and Holdings does not have knowledge
of any default that has occurred and is continuing thereunder, and each such
agreement constitutes the legally valid and binding obligation of each
applicable Credit Party, enforceable against such Credit Party in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles.

      4.14. ENVIRONMENTAL MATTERS. Neither Holdings nor any of its Subsidiaries
nor any of their respective Facilities or operations are subject to any
outstanding written order, consent decree or settlement agreement with any
Person relating to any Environmental Law, any Environmental Claim, or any
Hazardous Materials Activity that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect. Neither Holdings nor
any of its Subsidiaries has received any letter or request for information under
Section 104 of the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C. Section 9604) or any comparable state law. There are
and, to each of Holdings' and its Subsidiaries' knowledge, have been, no
conditions, occurrences, or Hazardous Materials Activities which could
reasonably be expected to form the basis of an Environmental Claim against
Holdings or any of its Subsidiaries that, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect. Neither Holdings
nor any of its Subsidiaries nor, to any Credit Party's knowledge, any
predecessor of Holdings or any of its Subsidiaries has filed any notice under
any Environmental Law indicating past or present treatment of Hazardous
Materials at any Facility, and none of Holdings' or any of its Subsidiaries'
operations involves the generation, transportation, treatment, storage or
disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any
state equivalent in violation of law. Compliance with all current or reasonably
foreseeable future requirements pursuant to or under Environmental Laws could
not be reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect. No event or condition has occurred or is occurring with respect
to Holdings or any of its Subsidiaries relating to any Environmental Law, any
Release of Hazardous Materials, or any Hazardous Materials Activity which
individually or in the aggregate has had, or could reasonably be expected to
have, a Material Adverse Effect.

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

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      4.16. MATERIAL CONTRACTS. Schedule 4.16 contains a true, correct and
complete list of all the Material Contracts in effect on the Closing Date, and
except as described thereon, all such Material Contracts are in full force and
effect and no defaults in any material respect currently exist thereunder.

      4.17. GOVERNMENTAL REGULATION. Neither Holdings nor any of its
Subsidiaries is subject to regulation under the Public Utility Holding Company
Act of 1935, the Federal Power Act or the Investment Company Act of 1940 or
under any other federal or state statute or regulation which may limit its
ability to incur Indebtedness or which may otherwise render all or any portion
of the Obligations unenforceable. Neither Holdings nor any of its Subsidiaries
is a "registered investment company" or a company "controlled" by a "registered
investment company" or a "principal underwriter" of a "registered investment
company" as such terms are defined in the Investment Company Act of 1940.

      4.18. MARGIN STOCK. Neither Holdings nor any of its Subsidiaries is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying any Margin Stock. No
part of the proceeds of the Loans made to such Credit Party will be used to
purchase or carry any such margin stock or to extend credit to others for the
purpose of purchasing or carrying any such margin stock or for any purpose that
violates, or is inconsistent with, the provisions of Regulation T, U or X of
said Board of Governors.

      4.19. EMPLOYEE MATTERS. Neither Holdings nor any of its Subsidiaries is
engaged in any unfair labor practice that could reasonably be expected to have a
Material Adverse Effect. There is (a) no unfair labor practice complaint pending
against Holdings or any of its Subsidiaries, or to the best knowledge of
Holdings and Company, threatened against any of them before the National Labor
Relations Board and no grievance or arbitration proceeding arising out of or
under any collective bargaining agreement that is so pending against Holdings or
any of its Subsidiaries or to the best knowledge of Holdings and Company,
threatened against any of them, (b) no strike or work stoppage in existence or
threatened involving Holdings or any of its Subsidiaries that could reasonably
be expected to have a Material Adverse Effect, and (c) to the best knowledge of
Holdings and Company, no union representation question existing with respect to
the employees of Holdings or any of its Subsidiaries and, to the best knowledge
of Holdings and Company, no union organization activity that is taking place,
except (with respect to any matter specified in clause (a), (b) or (c) above,
either individually or in the aggregate) such as is not reasonably likely to
have a Material Adverse Effect.

      4.20. EMPLOYEE BENEFIT PLANS. Holdings, each of its Subsidiaries and each
of their respective ERISA Affiliates are in substantial compliance with all
applicable provisions and requirements of ERISA and the Internal Revenue Code
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to each Employee Benefit Plan, and have substantially performed all their
obligations under each Employee Benefit Plan. Each Employee Benefit Plan which
is intended to qualify under Section 401(a) of the Internal Revenue Code has
received a favorable determination letter from the Internal Revenue Service
indicating that such Employee Benefit Plan is so qualified and nothing has
occurred subsequent to the issuance of such determination letter which would
cause such Employee Benefit Plan to lose its qualified status. No liability to
the PBGC (other than required premium payments), the Internal Revenue Service,
any Employee Benefit Plan or any trust established under Title IV of ERISA has
been or is expected to be incurred by Holdings, any of its Subsidiaries or any
of their ERISA Affiliates other than contribution and expense reimbursement in
the ordinary course. No ERISA Event has occurred or is reasonably expected to
occur. Except to the extent disclosed on Schedule 4.20 or as required under
Section 4980B of the Internal Revenue Code or similar state laws, no Employee
Benefit Plan provides health or welfare benefits (through the purchase of
insurance or otherwise) for any retired or former employee of Holdings, any of
its Subsidiaries or any of their respective ERISA Affiliates. The present value
of the aggregate benefit liabilities under each Pension Plan sponsored or
maintained by Holdings, any of its Subsidiaries or any of their ERISA
Affiliates, (determined as of the end of the most recent plan year on the basis
of the actuarial assumptions specified for funding purposes in the most recent
actuarial valuation for such Pension Plan), did not exceed the aggregate current
value of the assets of such Pension Plan. As of the most recent valuation date
for each Multiemployer Plan for which the actuarial report is available, the
potential liability of Holdings, its Subsidiaries and their respective ERISA
Affiliates for a complete withdrawal from such Multiemployer Plan (within the
meaning of Section 4203 of ERISA), when aggregated with such potential liability
for a complete withdrawal from all Multiemployer Plans, based on information
available pursuant to Section 4221(e) of ERISA, does not exceed $1,500,000.
Holdings, each of its Subsidiaries and each of their ERISA Affiliates have
complied with the requirements of Section 515 of ERISA with respect to each
Multiemployer Plan and are not in material "default" (as defined in Section
4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

      4.21. CERTAIN FEES. No broker's or finder's fee or commission will be
payable with respect hereto or any of the transactions contemplated hereby.

      4.22. SOLVENCY. Each Credit Party is and, upon the incurrence of any
Obligation by such Credit Party on any date on which this representation and
warranty is made, will be, Solvent.

      4.23. RELATED AGREEMENTS.

            (a) Delivery. Holdings and Company have delivered to Syndication
Agent and Administrative Agent complete and correct copies of (i) each Related
Agreement and of all exhibits and schedules thereto as of the date hereof and
(ii) copies of any material amendment,

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restatement, supplement or other modification to or waiver of each Related
Agreement entered into after the date hereof.

            (b) Representations and Warranties. Except to the extent otherwise
expressly set forth herein or in the schedules hereto, and subject to the
qualifications set forth therein, each of the representations and warranties
given by any Credit Party in any Related Agreement is true and correct in all
material respects as of the Closing Date (or as of any earlier date to which
such representation and warranty specifically relates). Notwithstanding anything
in the Related Agreement to the contrary, the representations and warranties of
each Credit Party set forth in this Section 4.23 shall, solely for purposes
hereof, survive the Closing Date for the benefit of Lenders.

            (c) Governmental Approvals. All Governmental Authorizations and all
other authorizations, approvals and consents of any other Person required by the
Related Agreements or to consummate the Refinancing have been obtained and are
in full force and effect.

            (d) Conditions Precedent. On the Closing Date, (i) all of the
conditions to effecting or consummating the Refinancing set forth in the Related
Agreements have been duly satisfied or, with the consent of Administrative Agent
and Syndication Agent, waived, and (ii) the Refinancing has been consummated in
accordance with the Related Agreements and all applicable laws.

      4.24. COMPLIANCE WITH STATUTES, ETC. Each of Holdings and its Subsidiaries
is in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all Governmental Authorities, in respect
of the conduct of its business and the ownership of its property (including
compliance with all applicable Environmental Laws with respect to any Real
Estate Asset or governing its business and the requirements of any permits
issued under such Environmental Laws with respect to any such Real Estate Asset
or the operations of Holdings or any of its Subsidiaries), except such
non-compliance that could not reasonably be expected to result in a Material
Adverse Effect.

      4.25. DISCLOSURE. No representation or warranty of any Credit Party
contained in any Credit Document or in any other documents, certificates or
written statements furnished to Lenders by or on behalf of Holdings or any of
its Subsidiaries for use in connection with the transactions contemplated hereby
contains any untrue statement of a material fact or omits to state a material
fact (known to Holdings or Company, in the case of any document not furnished by
either of them) necessary in order to make the statements contained herein or
therein not misleading in light of the circumstances in which the same were
made. Any projections and pro forma financial information contained in such
materials are based upon good faith estimates and assumptions believed by
Holdings or Company to be reasonable at the time made, it being recognized by
Lenders that such projections as to future events are not to be viewed as facts
and that actual results during the period or periods covered by any such
projections may differ from the

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projected results. There are no facts known (or which should upon the reasonable
exercise of diligence be known) to Holdings or Company (other than matters of a
general economic nature) that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect and that have not
been disclosed herein or in such other documents, certificates and statements
furnished to Lenders for use in connection with the transactions contemplated
hereby.

      4.26. EXISTING SELLER SUBORDINATED NOTES AND EXISTING EARN-OUT
OBLIGATIONS. Holdings and Company have delivered to Syndication Agent and
Administrative Agent complete and correct copies of (i) each document evidencing
the Existing Seller Subordinated Notes and the Existing Earn-Out Obligations and
(ii) copies of any amendment, restatement, supplement or other modification to
or waiver of any such document entered into after the date hereof.

SECTION 5. AFFIRMATIVE COVENANTS

      Each Credit Party covenants and agrees that so long as any Commitment is
in effect and until payment in full of all Obligations and cancellation or
expiration of all Letters of Credit, each Credit Party shall perform, and shall
cause each of its Subsidiaries to perform, all covenants in this Section 5.

      5.1. FINANCIAL STATEMENTS AND OTHER REPORTS. Holdings will deliver to
Administrative Agent and Lenders:

            (a) Monthly Reports. As soon as available, and in any event within
thirty (30) days after the end of each month ending after the Closing Date, the
consolidated balance sheet of Holdings and its Subsidiaries as at the end of
such month and the related consolidated statements of income, members' equity
and cash flows of Holdings and its Subsidiaries for such month and for the
period from the beginning of the then current Fiscal Year to the end of such
month, setting forth in each case in comparative form the corresponding figures
for the corresponding periods of the previous Fiscal Year and the corresponding
figures from the Financial Plan for the current Fiscal Year, to the extent
prepared on a monthly basis, all in reasonable detail, together with a Financial
Officer Certification and a Narrative Report with respect thereto;

            (b) Quarterly Financial Statements. As soon as available, and in any
event within forty-five (45) days after the end of each of the first three
Fiscal Quarters of each Fiscal Year, the consolidated and consolidating balance
sheets of Holdings and its Subsidiaries as at the end of such Fiscal Quarter and
the related consolidated (and with respect to statements of income,
consolidating) statements of income, members' equity and cash flows of Holdings
and its Subsidiaries for such Fiscal Quarter and for the period from the
beginning of the then current Fiscal Year to the end of such Fiscal Quarter,
setting forth in each case in comparative form the corresponding figures for the
corresponding periods of the previous Fiscal Year and the corresponding figures
from the Financial Plan for the current Fiscal Year, all in reasonable detail,
together with a Financial Officer Certification and a Narrative Report with
respect thereto;

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            (c) Annual Financial Statements. As soon as available, and in any
event within ninety (90) days after the end of each Fiscal Year, (i) the
consolidated and consolidating balance sheets of Holdings and its Subsidiaries
as at the end of such Fiscal Year and the related consolidated (and with respect
to statements of income, consolidating) statements of income, members' equity
and cash flows of Holdings and its Subsidiaries for such Fiscal Year, setting
forth in each case in comparative form the corresponding figures for the
previous Fiscal Year and the corresponding figures from the Financial Plan for
the Fiscal Year covered by such financial statements, in reasonable detail,
together with a Financial Officer Certification and a Narrative Report with
respect thereto; and (ii) with respect such consolidated financial statements a
report thereon of PricewaterhouseCoopers LLP or other independent certified
public accountants of recognized national standing selected by Holdings, and
reasonably satisfactory to Administrative Agent (which report shall be
unqualified as to going concern and scope of audit, and shall state that such
consolidated financial statements fairly present, in all material respects, the
consolidated financial position of Holdings and its Subsidiaries as at the dates
indicated and the results of their operations and their cash flows for the
periods indicated in conformity with GAAP applied on a basis consistent with
prior years (except as otherwise disclosed in such financial statements) and
that the examination by such accountants in connection with such consolidated
financial statements has been made in accordance with generally accepted
auditing standards) together with a written statement by such independent
certified public accountants stating (1) that their audit examination has
included a review of the terms of the Credit Documents, (2) whether, in
connection therewith, any condition or event that constitutes a Default or an
Event of Default has come to their attention and, if such a condition or event
has come to their attention, specifying the nature and period of existence
thereof, and (3) that nothing has come to their attention that causes them to
believe that the information contained in any Compliance Certificate is not
correct or that the matters set forth in such Compliance Certificate are not
stated in accordance with the terms hereof;

            (d) Compliance Certificate. Together with each delivery of financial
statements of Holdings and its Subsidiaries pursuant to Sections 5.1(b) and
5.1(c), a duly executed and completed Compliance Certificate;

            (e) Statements of Reconciliation after Change in Accounting
Principles. If, as a result of any change in accounting principles and policies
from those used in the preparation of the Historical Financial Statements, the
consolidated financial statements of Holdings and its Subsidiaries delivered
pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from
the consolidated financial statements that would have been delivered pursuant to
such subdivisions had no such change in accounting principles and policies been
made, then, together with the first delivery of such financial statements after
such change, one or more statements of reconciliation for all such prior
financial statements in form and substance satisfactory to Administrative Agent;

            (f) Notice of Default. Promptly upon any officer of Holdings or
Company obtaining knowledge (i) of any condition or event that constitutes a
Default or an Event of Default or that notice has been given to Holdings or
Company with respect thereto; (ii) that any Person has given any notice to
Holdings or any of its Subsidiaries or taken any other action with respect to
any event or condition set forth in Section 8.1(b); or (iii) of the occurrence
of any

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event or change that has caused or evidences, either in any case or in the
aggregate, a Material Adverse Effect, a certificate of its Authorized Officers
specifying the nature and period of existence of such condition, event or
change, or specifying the notice given and action taken by any such Person and
the nature of such claimed Event of Default, Default, default, event or
condition, and what action Company has taken, is taking and proposes to take
with respect thereto;

            (g) Notice of Litigation. Promptly upon any officer of Holdings or
Company obtaining knowledge of (i) the institution of, or non-frivolous threat
of, any Adverse Proceeding not previously disclosed in writing by Company to
Lenders, or (ii) any material development in any Adverse Proceeding that, in the
case of either (i) or (ii) if adversely determined, could be reasonably expected
to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the
consummation of, or to recover any damages or obtain relief as a result of, the
transactions contemplated hereby, written notice thereof together with such
other information as may be reasonably available to Holdings or Company to
enable Lenders and their counsel to evaluate such matters;

            (h) ERISA. (i) Promptly upon becoming aware of the occurrence of or
forthcoming occurrence of any ERISA Event, a written notice specifying the
nature thereof, what action Holdings, any of its Subsidiaries or any of their
respective ERISA Affiliates has taken, is taking or proposes to take with
respect thereto and, when known, any action taken or threatened by the Internal
Revenue Service, the Department of Labor or the PBGC with respect thereto; and
(ii) with reasonable promptness, copies of (1) each Schedule B (Actuarial
Information) to the annual report (Form 5500 Series) filed by Holdings, any of
its Subsidiaries or any of their respective ERISA Affiliates with the Internal
Revenue Service with respect to each Pension Plan; (2) all notices received by
Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates
from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of
such other documents or governmental reports or filings relating to any Employee
Benefit Plan as Administrative Agent shall reasonably request;

            (i) Financial Plan. As soon as practicable and in any event no later
than thirty (30) days after the beginning of each Fiscal Year, a consolidated
plan and financial forecast for such Fiscal Year and each Fiscal Year (or
portion thereof) through the final maturity date of the Loans (a "FINANCIAL
PLAN"), including (i) a forecasted consolidated balance sheet and forecasted
consolidated statements of income and cash flows of Holdings and its
Subsidiaries for each such Fiscal Year, together with pro forma Compliance
Certificates for each such Fiscal Year and an explanation of the assumptions on
which such forecasts are based, (ii) forecasted consolidated statements of
income and cash flows of Holdings and its Subsidiaries for each month of such
Fiscal Year, (iii) forecasts demonstrating projected compliance with the
requirements of Section 6.8 through the final maturity date of the Loans and
(iv) forecasts demonstrating adequate liquidity through the final maturity date
of the Loans without giving effect to any additional debt or equity offerings
not reflected in the Projections, together, in each case, with an explanation of
the assumptions on which such forecasts are based all in form and substance
reasonably satisfactory to Agents;

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            (j) Insurance Report. As soon as practicable and in any event by the
last day of each Fiscal Year, a report in form and substance satisfactory to
Administrative Agent outlining all material insurance coverage maintained as of
the date of such report by Holdings and its Subsidiaries and all material
insurance coverage planned to be maintained by Holdings and its Subsidiaries in
the immediately succeeding Fiscal Year;

            (k) Notice of Change in Managers or Board of Advisors. With
reasonable promptness, written notice of any change in the managers or board of
advisors (or similar governing body) of Holdings or Company;

            (l) Notice Regarding Material Contracts. Promptly, and in any event
within ten Business Days (i) after any Material Contract of Holdings or any of
its Subsidiaries is terminated or amended in a manner that is materially adverse
to Holdings or such Subsidiary, as the case may be, or (ii) any new Material
Contract is entered into, a written statement describing such event, with copies
of such material amendments or new contracts, delivered to Administrative Agent
(to the extent such delivery is permitted by the terms of any such Material
Contract, provided, no such prohibition on delivery shall be effective if it
were bargained for by Holdings or its applicable Subsidiary with the intent of
avoiding compliance with this Section 5.1(l));

            (m) Environmental Reports and Audits. As soon as practicable
following receipt thereof, copies of all environmental audits and reports with
respect to environmental matters at any Facility or which relate to any
environmental liabilities of Holdings or its Subsidiaries which, in any such
case, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect;

            (n) Information Regarding Collateral. (a) Company will furnish to
Collateral Agent prompt written notice of any change (i) in any Credit Party's
corporate name, (ii) in any Credit Party's identity or corporate structure or
(iii) in any Credit Party's Federal Taxpayer Identification Number. Company
agrees not to effect or permit any change referred to in the preceding sentence
unless all filings have been made under the Uniform Commercial Code or otherwise
that are required in order for Collateral Agent to continue at all times
following such change to have a valid, legal and perfected security interest in
all the Collateral and for the Collateral at all times following such change to
have a valid, legal and perfected security interest as contemplated in the
Collateral Documents. Company also agrees promptly to notify Collateral Agent if
any material portion of the Collateral is damaged or destroyed;

            (o) Annual Collateral Verification. Each year, at the time of
delivery of annual financial statements with respect to the preceding Fiscal
Year pursuant to Section 5.1(c), Company shall deliver to Collateral Agent an
Officer's Certificate (i) either confirming that there has been no material
change in such information since the date of the Collateral Questionnaire
delivered on the Closing Date or the date of the most recent certificate
delivered pursuant to this Section and/or identifying such changes and (ii)
certifying that all Uniform Commercial Code financing statements (including
fixtures filings, as applicable) or other appropriate filings, recordings or
registrations, have been filed of record in each governmental, municipal or
other appropriate office in each jurisdiction identified pursuant to clause (i)
above to the extent necessary to protect and perfect the security interests
under the Collateral Documents for a

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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); and

            (p) Other Information. (A) Promptly upon their becoming available,
copies of (i) all financial statements, reports, notices and proxy statements
sent or made available generally by Holdings to its security holders acting in
such capacity or by any Subsidiary of Holdings to its security holders other
than Holdings or another Subsidiary of Holdings, (ii) all regular and periodic
reports and all registration statements and prospectuses, if any, filed by
Holdings or any of its Subsidiaries with any securities exchange or with the
Securities and Exchange Commission or any governmental or private regulatory
authority, (iii) all press releases and other statements made available
generally by Holdings or any of its Subsidiaries to the public concerning
material developments in the business of Holdings or any of its Subsidiaries,
and (B) such other information and data with respect to Holdings or any of its
Subsidiaries as from time to time may be reasonably requested by Administrative
Agent or any Lender.

      5.2. EXISTENCE. Except as otherwise permitted under Section 6.9, each
Credit Party will, and will cause each of its Subsidiaries to, at all times
preserve and keep in full force and effect its existence and all rights and
franchises, licenses and permits material to its business; provided, no Credit
Party or any of its Subsidiaries shall be required to preserve any such
existence, right or franchise, licenses and permits if such Person's board of
directors (or similar governing body) shall determine that the preservation
thereof is no longer desirable in the conduct of the business of such Person,
and that the loss thereof is not disadvantageous in any material respect to such
Person or to Lenders.

      5.3. PAYMENT OF TAXES AND CLAIMS. Each Credit Party will, and will cause
each of its Subsidiaries to, pay all Taxes imposed upon it or any of its
properties or assets or in respect of any of its income, businesses or
franchises before any penalty or fine accrues thereon, and all claims (including
claims for labor, services, materials and supplies) for sums that have become
due and payable and that by law have or may become a Lien upon any of its
properties or assets, prior to the time when any penalty or fine shall be
incurred with respect thereto; provided, no such Tax or claim need be paid if it
is being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted, so long as (a) adequate reserve or other appropriate
provision, as shall be required in conformity with GAAP shall have been made
therefore, and (b) in the case of a Tax or claim which has or may become a Lien
against any of the Collateral, such contest proceedings conclusively operate to
stay the sale of any portion of the Collateral to satisfy such Tax or claim. No
Credit Party will, nor will it permit any of its Subsidiaries to, file or
consent to the filing of any consolidated income tax return with any Person
(other than Holdings or any of its Subsidiaries).

      5.4. MAINTENANCE OF PROPERTIES. Each Credit Party will, and will cause
each of its Subsidiaries to, maintain or cause to be maintained in good repair,
working order and condition, ordinary wear and tear excepted, all material
properties used or useful in the business of Holdings and its Subsidiaries and
from time to time will make or cause to be made all appropriate repairs,
renewals and replacements thereof.


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

      5.6. INSPECTIONS. Each Credit Party will, and will cause each of its
Subsidiaries to, permit any authorized representatives designated by any Lender
to visit and inspect any of the properties of any Credit Party and any of its
respective Subsidiaries, to inspect, copy and take extracts from its and their
financial and accounting records, and to discuss its and their affairs, finances
and accounts with its and their officers and independent public accountants, all
upon reasonable notice and at such reasonable times during normal business hours
and as often as may reasonably be requested.

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

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      5.8. COMPLIANCE WITH LAWS. Each Credit Party will comply, and shall cause
each of its Subsidiaries and all other Persons, if any, on or occupying any
Facilities to comply, with the requirements of all applicable laws, rules,
regulations and orders of any Governmental Authority (including all
Environmental Laws), noncompliance with which could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.

      5.9. ENVIRONMENTAL.

            (a) Environmental Disclosure. Holdings will deliver to
Administrative Agent and Lenders:

                  (i) as soon as practicable following receipt thereof, copies
      of all environmental audits, investigations, analyses and reports of any
      kind or character, whether prepared by personnel of Holdings or any of its
      Subsidiaries or by independent consultants, Governmental Authorities or
      any other Persons, with respect to environmental matters at any Facility
      which could reasonably be expected to have, either individually or in the
      aggregate, a Material Adverse Effect or with respect to any Environmental
      Claims which could reasonably be expected to have, either individually or
      in the aggregate, a Material Adverse Effect;

                  (ii) promptly upon the occurrence thereof, written notice
      describing in reasonable detail (1) any Release required to be reported to
      any federal, state or local governmental or regulatory agency under any
      applicable Environmental Laws, (2) any remedial action taken by Holdings
      or any other Person in response to (A) any Hazardous Materials Activities
      the existence of which has a reasonable possibility of resulting in one or
      more Environmental Claims having, individually or in the aggregate, a
      Material Adverse Effect, or (B) any Environmental Claims that,
      individually or in the aggregate, have a reasonable possibility of
      resulting in a Material Adverse Effect, and (3) Holdings or Company's
      discovery of any occurrence or condition on any real property adjoining or
      in the vicinity of any Facility that could cause such Facility or any part
      thereof to be subject to any material restrictions on the ownership,
      occupancy, transferability or use thereof under any Environmental Laws;

                  (iii) as soon as practicable following the sending or receipt
      thereof by Holdings or any of its Subsidiaries, a copy of any and all
      written communications with respect to (1) any Environmental Claims that,
      individually or in the aggregate, have a reasonable possibility of giving
      rise to a Material Adverse Effect, (2) any Release required to be reported
      to any federal, state or local governmental or regulatory agency, and (3)
      any request for information from any governmental agency that suggests
      such agency is investigating whether Holdings or any of its Subsidiaries
      may be potentially responsible for any material Hazardous Materials
      Activity;

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                  (iv) prompt written notice describing in reasonable detail (1)
      any proposed acquisition of stock, assets, or property by Holdings or any
      of its Subsidiaries that could reasonably be expected to (A) expose
      Holdings or any of its Subsidiaries to, or result in, Environmental Claims
      that could reasonably be expected to have, individually or in the
      aggregate, a Material Adverse Effect or (B) affect the ability of Holdings
      or any of its Subsidiaries to maintain in full force and effect all
      material Governmental Authorizations required under any Environmental Laws
      for their respective operations and (2) any proposed action to be taken by
      Holdings or any of its Subsidiaries to modify current operations in a
      manner that could reasonably be expected to subject Holdings or any of its
      Subsidiaries to any additional material obligations or requirements under
      any Environmental Laws; and

                  (v) with reasonable promptness, such other documents and
      information as from time to time may be reasonably requested by
      Administrative Agent in relation to any matters disclosed pursuant to this
      Section 5.9(a).

            (b) Hazardous Materials Activities, Etc. Each Credit Party shall
promptly take, and shall cause each of its Subsidiaries promptly to take, any
and all actions necessary to (i) cure any violation of applicable Environmental
Laws by such Credit Party or its Subsidiaries that could reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect, and (ii)
make an appropriate response to any Environmental Claim against such Credit
Party or any of its Subsidiaries and discharge any obligations it may have to
any Person thereunder where failure to do so could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.

      5.10. SUBSIDIARIES. In the event that any Person becomes a Domestic
Subsidiary of Company, Company shall (a) promptly cause such Domestic Subsidiary
to become a Guarantor hereunder and a Grantor under the Pledge and Security
Agreement by executing and delivering to Administrative Agent and Collateral
Agent a Counterpart Agreement, and (b) take all such actions and execute and
deliver, or cause to be executed and delivered, all such documents, instruments,
agreements, and certificates as are similar to those described in Sections
3.1(b), 3.1(i) (with respect to a Material Real Estate Asset), 3.1(j), 3.1(k)
and 3.1(n). In the event that any Person becomes a Foreign Subsidiary of
Company, and the ownership interests of such Foreign Subsidiary are owned by
Company or by any Domestic Subsidiary thereof, Company shall, or shall cause
such Domestic Subsidiary to, deliver, all such documents, instruments,
agreements, and certificates as are similar to those described in Sections
3.1(b), and Company shall take, or shall cause such Domestic Subsidiary to take,
all of the actions referred to in Section 3.1(j)(i) necessary to grant and to
perfect a First Priority Lien in favor of Collateral Agent, for the benefit of
Secured Parties, under the Pledge and Security Agreement in 65% of such
ownership interests. With respect to each such Subsidiary, Company shall
promptly send to Administrative Agent written notice setting forth with respect
to such Person (i) the date on which such Person became a Subsidiary of Company,
and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with
respect to all Subsidiaries of Company; provided, such written notice shall be
deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof.

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      5.11. ADDITIONAL MATERIAL REAL ESTATE ASSETS. In the event that any Credit
Party acquires a Material Real Estate Asset or a Real Estate Asset owned or
leased on the Closing Date becomes a Material Real Estate Asset and such
interest has not otherwise been made subject to the Lien of the Collateral
Documents in favor of Collateral Agent, for the benefit of Secured Parties, then
such Credit Party, contemporaneously with acquiring such Material Real Estate
Asset, shall take all such actions and execute and deliver, or cause to be
executed and delivered, all such mortgages, documents, instruments, agreements,
opinions and certificates similar to those described in Sections 3.1(i), 3.1(j)
and 3.1(k) with respect to each such Material Real Estate Asset that Collateral
Agent shall reasonably request to create in favor of Collateral Agent, for the
benefit of Secured Parties, a valid and, subject to any filing and/or recording
referred to herein, perfected First Priority security interest in such Material
Real Estate Assets. In addition to the foregoing, Company shall, at the request
of Requisite Lenders, deliver, from time to time, to Administrative Agent such
appraisals as are required by law or regulation of Real Estate Assets with
respect to which Collateral Agent has been granted a Lien.

      5.12. INTEREST RATE PROTECTION. No later than ninety (90) days following
the Closing Date, Company shall maintain, or caused to be maintained, in effect
one or more Interest Rate Agreements for a term of not less than three years and
otherwise in form and substance reasonably satisfactory to Administrative Agent
and Syndication Agent, such that not less than an aggregate notional principal
amount of 40% of the aggregate principal amount of the sum of (i) the Term Loans
and (ii) any Indebtedness incurred under the Second Lien Credit Agreement, in
each case outstanding from time to time (based on the assumption that such
notional principal amount was a Eurodollar Rate Loan with an Interest Period of
three months).

      5.13. FURTHER ASSURANCES. At any time or from time to time upon the
request of Administrative Agent, each Credit Party will, at its expense,
promptly execute, acknowledge and deliver such further documents and do such
other acts and things as Administrative Agent or Collateral Agent may reasonably
request in order to effect fully the purposes of the Credit Documents, including
providing Lenders with any information requested pursuant to Section 10.21. In
furtherance and not in limitation of the foregoing, each Credit Party shall take
such actions as Administrative Agent or Collateral Agent may reasonably request
from time to time to ensure that the Obligations are guarantied by the
Guarantors and are secured by substantially all of the assets of Holdings, and
its Subsidiaries and all of the outstanding Capital Stock of Company and its
Subsidiaries (subject to limitations contained in the Credit Documents with
respect to Foreign Subsidiaries).

      5.14. MISCELLANEOUS BUSINESS COVENANTS. Unless otherwise consented to by
Agents or Requisite Lenders:

            (a) Non-Consolidation. Holdings will and will cause each of its
Subsidiaries to: (i) maintain entity records and books of account separate from
those of any other entity which

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is an Affiliate of such entity; (ii) not commingle its funds or assets with
those of any other entity which is an Affiliate of such entity; and (iii)
provide that its board of directors or other analogous governing body will hold
all appropriate meetings to authorize and approve such entity's actions, which
meetings will be separate from those of other entities.

            (b) Trade Accounts Payable. Each Credit Party will pay all trade
accounts payable before the same become more than 90 days past due, except (a)
trade accounts payable contested in good faith or (b) trade accounts payable in
an aggregate amount not to exceed $100,000 at any time outstanding and with
respect to which no proceeding to enforce collection has been commenced or, to
the knowledge of such Credit Party, threatened.

            (c) Cash Management Systems. Holdings and its subsidiaries shall
establish and maintain cash management systems with a Lender reasonably
acceptable to Agents.

            (d) Filing of Agreement. No later than the earlier of the next
filing of a quarterly report on Form 10Q or annual report on Form 10K, provided
that Holdings or any of its Subsidiaries is otherwise required to file periodic
reports with the Securities and Exchange Commission, Holdings or such
Subsidiaries shall file a copy of this Agreement and the schedules hereto as a
material contract with the Securities and Exchange Commission.

SECTION 6. NEGATIVE COVENANTS

      Each Credit Party covenants and agrees that, so long as any Commitment is
in effect and until payment in full of all Obligations and cancellation or
expiration of all Letters of Credit, such Credit Party shall perform, and shall
cause each of its Subsidiaries to perform, all covenants in this Section 6.

      6.1. INDEBTEDNESS. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or
otherwise become or remain directly or indirectly liable with respect to any
Indebtedness, except:

            (a) the Obligations;

            (b) (x) Indebtedness of any Guarantor Subsidiary to Company or to
any other Guarantor Subsidiary, or of Company to any Guarantor Subsidiary;
provided, (i) all such Indebtedness shall be evidenced by promissory notes and
all such notes shall be subject to a First Priority Lien pursuant to the Pledge
and Security Agreement, (ii) all such Indebtedness shall be unsecured and
subordinated in right of payment to the payment in full of the Obligations
pursuant to the terms of the applicable promissory notes or an intercompany
subordination agreement that in any such case, is reasonably satisfactory to
Administrative Agent, and (iii) any payment by any such Guarantor Subsidiary
under any guaranty of the Obligations shall result in a pro tanto reduction of
the amount of any Indebtedness owed by such Subsidiary to Company or to any of
its Subsidiaries for whose benefit such payment is made; and (y) Indebtedness of
any

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Subsidiary of Company which is not a Guarantor Subsidiary to any other
Subsidiary of Company that is not a Guarantor Subsidiary;

            (c) (i) Indebtedness of Company or any of its Subsidiaries under any
Seller Subordinated Notes and under any Earn-Out Obligations and (ii)
Indebtedness of Holdings under any Investor Notes;

            (d) Indebtedness incurred by Holdings or any of its Subsidiaries
arising from agreements providing for indemnification, adjustment of purchase
price or similar obligations, or from guaranties or letters of credit, surety
bonds or performance bonds securing the performance of Company or any such
Subsidiary pursuant to such agreements, in connection with Permitted
Acquisitions or permitted dispositions of any business, assets or Subsidiary of
Holdings or any of its Subsidiaries;

            (e) Indebtedness which may be deemed to exist pursuant to any
guaranties, performance, surety, statutory, appeal or similar obligations
incurred in the ordinary course of business;

            (f) Indebtedness in respect of netting services, overdraft
protections and otherwise in connection with deposit accounts;

            (g) guaranties in the ordinary course of business of the obligations
of suppliers, customers, franchisees and licensees of Holdings and its
Subsidiaries;

            (h) guaranties by Company of Indebtedness of a Guarantor Subsidiary
or guaranties by a Subsidiary of Company of Indebtedness of Company or a
Guarantor Subsidiary with respect, in each case, to Indebtedness otherwise
permitted to be incurred pursuant to this Section 6.1;

            (i) Indebtedness described in Schedule 6.1, but not any extensions,
renewals or replacements of such Indebtedness;

            (j) Indebtedness with respect to Capital Leases in an aggregate
amount not to exceed at any time $25,000,000;

            (k) purchase money Indebtedness in an aggregate amount not to exceed
at any time $3,000,000 (including any Indebtedness acquired in connection with a
Permitted Acquisition); provided, any such Indebtedness (i) shall be secured
only to the asset acquired in connection with the incurrence of such
Indebtedness, and (ii) shall constitute not less than 100% of the aggregate
consideration paid with respect to such asset;

            (l) (i) Indebtedness of Company with respect to Additional Seller
Subordinated Notes in an aggregate amount not to exceed at any time (x) for so
long as the Leverage Ratio is greater than or equal to 3.0:1.0, $14,000,000 and
(y) at any time after the Leverage Ratio (calculated on a pro forma basis giving
effect to such Additional Seller Subordinated Notes) has fallen below 3.0:1.0,
$20,000,000 and (ii) Indebtedness of Company and ARC Acquisition Corporation
with respect to the Existing Seller Subordinated Notes;

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            (m) (i) Indebtedness of Company with respect to Additional Earn-Out
Obligations; provided that such Additional Earn-Out Obligations also conform to
the requirements of clause (iv) of the definition of Permitted Acquisition and
(ii) Indebtedness of Company and ARC Acquisition Corporation with respect to
Existing Earn-Out Obligations;

            (n) Indebtedness owed under the Second Lien Credit Agreement in an
aggregate principal amount not to exceed $225,000,000, and Indebtedness incurred
to refinance such Indebtedness; provided that, the terms and conditions of such
Indebtedness are no less favorable to the obligors thereon or to the Lenders
than the Second Lien Credit Facility, the average life to maturity thereof is
greater than or equal to that of the Second Lien Credit Facility and all other
terms and provisions of such Indebtedness are reasonably acceptable to the
Agents;

            (o) Indebtedness of Holdings with respect to any Investor Notes; and

            (p) other unsecured Indebtedness of Holdings and its Subsidiaries in
an aggregate amount not to exceed at any time $2,000,000.

      6.2. LIENS. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or permit to
exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts
receivable) of Holdings or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the UCC of any State or under any similar recording or notice
statute, except:

            (a) Liens in favor of Collateral Agent for the benefit of Secured
Parties granted pursuant to any Credit Document;

            (b) Liens for Taxes if obligations with respect to such Taxes are
being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted, so long as such reserves or other appropriate provisions,
if any, as shall be required by GAAP shall have been made for any such contested
amounts;

            (c) statutory Liens of landlords, banks (and rights of set-off), of
carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other
Liens imposed by law (other than any such Lien imposed pursuant to Section 401
(a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case
incurred in the ordinary course of business (i) for amounts not yet overdue or
(ii) for amounts that are overdue and that (in the case of any such amounts
overdue for a period in excess of five days) are being contested in good faith
by appropriate proceedings, so long as such reserves or other appropriate
provisions, if any, as shall be required by GAAP shall have been made for any
such contested amounts;

            (d) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security, or to secure the performance of tenders,
statutory obligations, surety and appeal bonds,

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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 other Indebtedness), so long as no
foreclosure, sale or similar proceedings have been commenced with respect to any
portion of the Collateral on account thereof;

            (e) easements, rights-of-way, restrictions, encroachments, and other
minor defects or irregularities in title, in each case which do not and will not
interfere in any material respect with the ordinary conduct of the business of
Holdings or any of its Subsidiaries;

            (f) any interest or title of a lessor or sublessor under any lease
of real estate permitted hereunder;

            (g) Liens solely on any cash earnest money deposits made by Holdings
or any of its Subsidiaries in connection with any letter of intent or purchase
agreement permitted hereunder;

            (h) purported Liens evidenced by the filing of precautionary UCC
financing statements relating solely to operating and capital leases of personal
property entered into in the ordinary course of business;

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

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

            (k) licenses of patents, trademarks and other intellectual property
rights granted by Holdings or any of its Subsidiaries in the ordinary course of
business and not interfering in any respect with the ordinary conduct of the
business of Company or such Subsidiary;

            (l) Liens incurred in connection with the purchase or shipping of
goods or assets on the related assets and proceeds thereof in favor of the
seller or shipper of such goods or assets;

            (m) Liens described in Schedule 6.2 or on a title report delivered
pursuant to Section 3.1(i)(iv);

            (n) Liens securing Indebtedness permitted pursuant to 6.1(i) and in
existence as of the Closing Date;

            (o) Liens securing Indebtedness permitted pursuant to 6.1(k);
provided, any such Lien shall encumber only the asset acquired with the proceeds
of such Indebtedness;

            (p) Liens on the collateral securing obligations under the Second
Lien Credit Agreement; provided that such Liens are subordinated to the Liens
securing the Obligations in accordance with the terms of the Intercreditor
Agreement; and

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            (q) other Liens on assets other than the Collateral securing
Indebtedness in an aggregate amount not to exceed $500,000 at any time
outstanding.

      6.3. EQUITABLE LIEN. If any Credit Party or any of its Subsidiaries shall
create or assume any Lien upon any of its properties or assets, whether now
owned or hereafter acquired, other than Permitted Liens, it shall make or cause
to be made effective provisions whereby the Obligations will be secured by such
Lien equally and ratably with any and all other Indebtedness secured thereby as
long as any such Indebtedness shall be so secured; provided, notwithstanding the
foregoing, this covenant shall not be construed as a consent by Requisite
Lenders to the creation or assumption of any such Lien not otherwise permitted
hereby.

      6.4. NO FURTHER NEGATIVE PLEDGES. Except (a) with respect to specific
property encumbered to secure payment of particular Indebtedness or to be sold
pursuant to an executed agreement with respect to a permitted Asset Sale, (b)
with respect to restrictions by reason of customary provisions restricting
assignments, subletting or other transfers contained in leases, licenses and
similar agreements entered into in the ordinary course of business (provided
that such restrictions are limited to the property or assets secured by such
Liens or the property or assets subject to such leases, licenses or similar
agreements, as the case may be) and (c) as otherwise provided herein or in the
Second Lien Credit Agreement, no Credit Party nor any of its Subsidiaries shall
enter into any agreement prohibiting the creation or assumption of any Lien upon
any of its properties or assets, whether now owned or hereafter acquired.

      6.5. RESTRICTED JUNIOR PAYMENTS. No Credit Party shall, nor shall it
permit any of its Subsidiaries or Affiliates through any manner or means or
through any other Person to, directly or indirectly, declare, order, pay, make
or set apart, or agree to declare, order, pay, make or set apart, any sum for
any Restricted Junior Payment except the following shall be permitted:

            (a) Company may make regularly scheduled payments in respect of any
Subordinated Indebtedness of Company and its Subsidiaries in accordance with the
terms of, and only to the extent required by, and subject to the subordination
provisions contained in, the indenture or other agreement pursuant to which such
Subordinated Indebtedness was issued or is otherwise subject;

            (b) the Company may make required payments of principal and interest
in respect of the Indebtedness incurred under the Second Lien Credit Agreement
and any refinancing thereof permitted thereunder and hereunder;

            (c) Company may make Restricted Junior Payments to Holdings to
permit the payment of Management Fees so long as Holdings applies the amount of
any such Restricted Junior Payment for such purpose; provided, that at the time
of such Restricted Junior Payment and immediately after giving effect thereto,
no Event of Default shall have occurred and be

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continuing under Section 8.1(a) or as a result of the failure of any Credit
Party to perform or comply with any term or condition contained in Section 6.5;
provided, further, that any payments of Management Fees which were not permitted
to be made as a result of the application of the immediately preceding proviso
or this proviso shall accrue and may be paid upon the waiver or cure of the
applicable Events of Default related thereto provided that at the time of such
Restricted Junior Payment and immediately after giving effect thereto, no Event
of Default shall have occurred and be continuing under Section 8.1(a) or as a
result of the failure of any Credit Party to perform or comply with any term or
condition contained in Section 6.5;

            (d) with respect to periods during which (i) both Company and
Holdings are treated as partnerships within the meaning of the Internal Revenue
Code, (not including publicly traded partnerships taxable as corporations) or
(ii) Company is disregarded as an entity separate from Holdings for federal
income tax purposes pursuant to Treas. Reg. Section 301.7701-3 (or any successor
provision) (x) Company may make Restricted Junior Payments to Holdings to the
extent required to permit Holdings to, and Holdings may, make the Permitted Tax
Distributions to Holdings' members so long as Holdings applies the amount of any
such Restricted Junior Payment for such purpose; and (y) on each date on which a
Permitted Tax Distribution to Holdings' members is made, Company may make
Restricted Junior Payments to Holdings to the extent required to permit the
payment by Holdings of cash in respect of interest on the Investor Notes in
accordance with the terms of the Investor Notes so long as Holdings applies the
amount of any such Restricted Junior Payment for such purpose and Holdings may
make such payments; provided that the amount of any Restricted Junior Payment
made pursuant to this clause (y) shall not exceed the Investor Note Tax Benefit
Amount (the amount of any Restricted Junior Payment made under this clause (y),
the "PERMITTED INVESTOR NOTE TAX DISTRIBUTION AMOUNT");

            (e) so long as no Default or Event of Default shall have occurred
and be continuing or shall be caused thereby, Company may make Restricted Junior
Payments to Holdings (i) in an aggregate amount not to exceed $100,000 in any
Fiscal Year, to the extent necessary to permit Holdings to pay general
administrative costs and expenses;

            (f) Company may make Restricted Junior Payments to Holdings to the
extent required to permit Holdings to repurchase its Capital Stock, in each case
from deceased, disabled, terminated or retired officers, directors, consultants
or employees of Holdings and its Subsidiaries, so long as Holdings applies the
amount of such Restricted Junior Payment for such purpose; provided, that (x) at
the time of each such Restricted Junior Payment and immediately after giving
effect thereto, no Default or Event of Default shall have occurred and be
continuing and (y) the aggregate amount of Restricted Junior Payments made
pursuant to this clause (f) shall not exceed $750,000 in any Fiscal Year; and

            (g) Company may make Restricted Junior Payments with respect to cash
payments in respect of Additional Earn-Out Obligations in an aggregate amount
not to exceed in any Fiscal Year the aggregate amount corresponding to such
Fiscal Year set forth on Schedule 6.5(g).

      6.6. RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS. Except as provided herein,
no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or
otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any Subsidiary of
Company to (a) pay dividends or make any other distributions on any of such
Subsidiary's Capital Stock owned by Company or any other Subsidiary of Company,
(b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any
other Subsidiary of Company, (c) make loans or advances to Company or any other
Subsidiary of Company, or (d) transfer any of its property or assets to Company
or any other Subsidiary of Company other than restrictions (i) in agreements
evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on
the property so acquired and (ii) by reason of customary provisions restricting
assignments, subletting or other transfers contained in leases, licenses, joint
venture agreements and similar agreements entered into in the ordinary course of
business, and (iii) that are or were created by virtue of any transfer of,
agreement to transfer or option or right with respect to any property, assets or
Capital Stock not otherwise prohibited under this Agreement.


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      6.7. INVESTMENTS. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, make or own any Investment in any
Person, including without limitation any Joint Venture, except:

            (a) Investments in Cash and Cash Equivalents;

            (b) equity Investments owned as of the Closing Date in any
Subsidiary and Investments made after the Closing Date in wholly-owned
Subsidiaries of Company;

            (c) Investments (i) in accounts receivable arising and trade credit
granted, in each case, in the ordinary course of business and in any Securities
received in satisfaction or partial satisfaction thereof from financially
troubled account debtors and (ii) deposits, prepayments and other credits to
suppliers made in the ordinary course of business consistent with the past
practices of Holdings and its Subsidiaries;

            (d) intercompany loans to the extent permitted under Section 6.1(b);

            (e) Consolidated Capital Expenditures permitted by Section 6.8(e);

            (f) loans and advances to employees of Holdings and its Subsidiaries
made in the ordinary course of business in an aggregate principal amount not to
exceed at any time $1,000,000 outstanding in the aggregate;

            (g) Investments made in connection with Permitted Acquisitions
permitted pursuant to Section 6.9;

            (h) Investments described in Schedule 6.7; and

            (i) other Investments in an aggregate amount not to exceed at any
time $1,000,000.

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Notwithstanding the foregoing, in no event shall any Credit Party make any
Investment which results in or facilitates in any manner any Restricted Junior
payment not otherwise permitted under the terms of Section 6.5.

      6.8. FINANCIAL COVENANTS.

            (a) Interest Coverage Ratio. Holdings shall not permit the Interest
Coverage Ratio as of the last day of any Fiscal Quarter (which last day occurs
in any period set forth below), beginning with the Fiscal Quarter ending
December 31, 2003, to be less than the correlative ratio indicated:

<TABLE>
<CAPTION>
            PERIOD                        INTEREST COVERAGE RATIO
            ------                        -----------------------
<S>                                       <C>
Closing Date - December 31, 2005                  1.70:1.00
January 1, 2006 - December 31, 2006               1.75:1.00
January 1, 2007 - June 30, 2007                   1.80:1.00
July 1, 2007 - December 31, 2007                  1.90:1.00
January 1, 2008 - March 31, 2008                  2.00:1.00
April 1, 2008 - June 30, 2008                     2.10:1.00
July 1, 2008 - September 30, 2008                 2.20:1.00
October 1, 2008 - December 31, 2008               2.30:1.00
January 1, 2009 - March 31, 2009                  2.40:1.00
Thereafter                                        2.50:1.00
</TABLE>

            (b) Fixed Charge Coverage Ratio. Holdings shall not permit the Fixed
Charge Coverage Ratio as of the last day of any Fiscal Quarter (which last day
occurs in any period set forth below), beginning with the Fiscal Quarter ending
December 31, 2003, to be less than the correlative ratio indicated:

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<TABLE>
<CAPTION>
                                               FIXED CHARGE
            PERIOD                            COVERAGE RATIO
            ------                            --------------
<S>                                           <C>
Closing Date - December 31, 2005                 1.25:1.00
January 1, 2006 - June 30, 2006                  1.30:1.00
July 1, 2006 - December 31, 2006                 1.35:1.00
January 1, 2007 - June 30, 2007                  1.40:1.00
Thereafter                                       1.50:1.00
</TABLE>

            (c) Leverage Ratio. Holdings shall not permit the Leverage Ratio as
of the last day of any Fiscal Quarter (which last day occurs in any period set
forth below), beginning with the Fiscal Quarter ending December 31, 2003, to
exceed the correlative ratio indicated:

<TABLE>
<CAPTION>
              PERIOD                           LEVERAGE RATIO
              ------                           --------------
<S>                                            <C>
Closing Date - December 31, 2004                  5.10:1.00
January 1, 2005 - March 31, 2005                  5.00:1.00
April 1, 2005 - June 30, 2005                     4.90:1.00
July 1, 2005 - September 30, 2005                 4.70:1.00
October 1, 2005 - December 31, 2005               4.60:1.00
January 1, 2006 - March 31, 2006                  4.50:1.00
April 1, 2006 - June 30, 2006                     4.30:1.00
July 1, 2006 - September 30, 2006                 4.15:1.00
October 1, 2006 - December 31, 2006               4.00:1.00
January 1, 2007 - March 31, 2007                  3.90:1.00
April 1, 2007 - June 30, 2007                     3.70:1.00
July 1, 2007 - September 30, 2007                 3.60:1.00
October 1, 2007 - December 31, 2007               3.50:1.00
January 1, 2008 - March 31, 2008                  3.40:1.00
April 1, 2008 - June 30, 2008                     3.20:1.00
July 1, 2008 - September 30, 2008                 3.00:1.00
October 1, 2008 - December 31, 2008               2.80:1.00
January 1, 2009 - March 31, 2009                  2.60:1.00
Thereafter                                        2.40:1.00
</TABLE>

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            (d) First Priority Senior Debt Leverage Ratio. Holdings shall not
permit the First Priority Senior Debt Leverage Ratio as of the last day of any
Fiscal Quarter (which last day occurs in any period set forth below), beginning
with the Fiscal Quarter ending December 31, 2003, to exceed the correlative
ratio indicated:

<TABLE>
<CAPTION>
            FISCAL                              SENIOR DEBT
            QUARTER                            LEVERAGE RATIO
            -------                            --------------
<S>                                            <C>
Closing Date - December 31, 2004                  1.75:1.00
January 1, 2005 - June 30, 2005                   1.70:1.00
July 1, 2005 - December 31, 2005                  1.65:1.00
January 1, 2006 - March 31, 2006                  1.60:1.00
April 1, 2006 - December 31, 2006                 1.50:1.00
January 1, 2007 - March 31, 2008                  1.25:1.00
April 1, 2008 - September 30, 2008                1.10:1.00
Thereafter                                        1.00:1.00
</TABLE>

            (e) Maximum Consolidated Capital Expenditures. Holdings shall not,
and shall not permit its Subsidiaries to, make or incur Consolidated Capital
Expenditures, in any Fiscal Year indicated below, in an aggregate amount for
Holdings and its Subsidiaries in excess of the corresponding amount set forth
below opposite such Fiscal Year; provided, such amount for any Fiscal Year shall
be increased by an amount equal to the excess, if any, (but in no event more
than $1,000,000) of such amount for the previous Fiscal Year (as adjusted in
accordance with this proviso) over the actual amount of Consolidated Capital
Expenditures for such previous Fiscal Year:

<TABLE>
<CAPTION>
FISCAL               CONSOLIDATED
 YEAR            CAPITAL EXPENDITURES
 ----            --------------------
<S>              <C>
2003                  $11,000,000
2004                  $12,000,000
2005                  $12,000,000
2006                  $14,000,000
2007                  $14,000,000
2008                  $14,000,000
2009                  $ 8,000,000
</TABLE>

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            (f) Certain Calculations. With respect to any period during which a
Permitted Acquisition or an Asset Sale has occurred (each, a "SUBJECT
TRANSACTION"), for purposes of determining compliance with (i) the financial
covenants set forth in this Section 6.8 (but not for purposes of determining the
Applicable Margin) and (ii) clause "vii" of the definition of Permitted
Acquisition, Consolidated Adjusted EBITDA and the components of Consolidated
Fixed Charges shall be calculated with respect to such period on a pro forma
basis (including pro forma adjustments arising out of events which are directly
attributable to a specific transaction, are factually supportable and are
expected to have a continuing impact, in each case determined on a basis
consistent with Article 11 of Regulation S-X promulgated under the Securities
Act and as interpreted by the staff of the Securities and Exchange Commission,
which would include cost savings resulting from head count reduction, closure of
facilities and similar restructuring charges, which pro forma adjustments shall
be certified by the chief financial officer of Holdings) using the historical
audited financial statements of any business so acquired or to be acquired or
sold or to be sold and the consolidated financial statements of Holdings and its
Subsidiaries which shall be reformulated as if such Subject Transaction, and any
Indebtedness incurred or repaid in connection therewith, had been consummated or
incurred or repaid at the beginning of such period (and assuming that such
Indebtedness bears interest during any portion of the applicable measurement
period prior to the relevant acquisition at the weighted average of the interest
rates applicable to outstanding Loans incurred during such period).

      6.9. FUNDAMENTAL CHANGES; DISPOSITION OF ASSETS; ACQUISITIONS. No Credit
Party shall, nor shall it permit any of its Subsidiaries to, enter into any
transaction of merger or consolidation, or liquidate, wind-up or dissolve itself
(or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease
(as lessor or sublessor), exchange, transfer or otherwise dispose of, in one
transaction or a series of transactions, all or any part of its business, assets
or property of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible, whether now owned or hereafter acquired, or acquire by
purchase or otherwise (other than purchases or other acquisitions of inventory,
materials and equipment and capital expenditures in the ordinary course of
business) the business, property or fixed assets of, or stock or other evidence
of beneficial ownership of, any Person or any division or line of business or
other business unit of any Person, except:

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

            (b) sales or other dispositions of assets that do not constitute
Asset Sales;

            (c) Asset Sales (excluding Asset Sales under Section 6.9(g)), the
proceeds of which (valued at the principal amount thereof in the case of
non-Cash proceeds consisting of notes or other debt Securities and valued at
fair market value in the case of other non-Cash proceeds) (i) are less than
$200,000 with respect to any single Asset Sale or series of related

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Asset Sales and (ii) when aggregated with the proceeds of all other Asset Sales
made within the same Fiscal Year, are less than $1,000,000; provided (1) the
consideration received for such assets shall be in an amount at least equal to
the fair market value thereof (determined in good faith by the board of
directors of Company (or similar governing body)), (2) no less than 80% thereof
shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be
applied as required by Section 2.14(a);

            (d) disposals of obsolete, worn out or surplus property;

            (e) Permitted Acquisitions, the cash consideration for which
constitutes (i) for so long as the Leverage Ratio is greater than or equal to
3.0:1.0, less than $5,000,000 in the aggregate in any Fiscal Year and (ii) at
any time after the Leverage Ratio has fallen below 3.0:1.0, less than
$10,000,000 in the aggregate in any Fiscal Year; provided that, such amounts
with respect to Fiscal Year 2004 only shall be increased by any unused capacity
of Permitted Acquisitions from Fiscal Year 2003 up to an additional $3,000,000
in the aggregate;

            (f) Investments made in accordance with Section 6.7; and

            (g) Asset Sales of equipment in connection with Permitted
Sale-Leasebacks, provided that the proceeds of any such Permitted Sale-Leaseback
shall be entirely in cash and shall not be less than 100% of the fair market
value of the equipment being sold (determined in good faith by the board of
advisors of Company (or similar governing body)).

      6.10. DISPOSAL OF SUBSIDIARY INTERESTS. Except for any sale of all of its
interests in the Capital Stock of any of its Subsidiaries in compliance with the
provisions of Section 6.9 and except with respect to Liens securing the
Obligations hereunder or "Obligations" under and as defined in the Second Lien
Credit Agreement, no Credit Party shall, nor shall it permit any of its
Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise
encumber or dispose of any Capital Stock of any of its Subsidiaries, except to
qualify directors if required by applicable law; or (b) permit any of its
Subsidiaries directly or indirectly to sell, assign, pledge or otherwise
encumber or dispose of any Capital Stock of any of its Subsidiaries, except to
another Credit Party (subject to the restrictions on such disposition otherwise
imposed hereunder), or to qualify directors if required by applicable law.

      6.11. SALES AND LEASE-BACKS. No Credit Party shall, nor shall it permit
any of its Subsidiaries to, directly or indirectly, become or remain liable as
lessee or as a guarantor or other surety with respect to any lease (a
"SALE-LEASEBACK") of any property (whether real, personal or mixed), whether now
owned or hereafter acquired, which such Credit Party (a) has sold or transferred
or is to sell or to transfer to any other Person (other than Holdings or any of
its Subsidiaries), or (b) intends to use for substantially the same purpose as
any other property which has been or is to be sold or transferred by such Credit
Party to any Person (other than Holdings or any of its Subsidiaries) in
connection with such lease; provided, however, that Company and its Subsidiaries
may enter into Sale-Leasebacks which are in the ordinary course of Company's or
such Subsidiary's business,

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consistent with past practice and at market rates and subject to compliance with
Section 6.9(g), with respect to equipment acquired by Company and its
Subsidiaries after the Closing Date ("PERMITTED SALE-LEASEBACKS"). For avoidance
of doubt, Sale-Leasebacks that result in Capital Leases shall be treated as
Indebtedness for all purposes of this Agreement.

      6.12. TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES. No Credit Party
shall, nor shall it permit any of its Subsidiaries to, directly or indirectly,
enter into or permit to exist any transaction (including the purchase, sale,
lease or exchange of any property or the rendering of any service) with any
holder of 5% or more of any class of Capital Stock of Holdings or any of its
Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms
that are less favorable to Holdings or that Subsidiary, as the case may be, than
those that might be obtained at the time from a Person who is not such a holder
or Affiliate; provided, the foregoing restriction shall not apply to (a) any
transaction between Company and any Guarantor Subsidiary; (b) reasonable and
customary fees paid to members of the board of directors (or similar governing
body) of Holdings and its Subsidiaries; (c) compensation arrangements for
officers and other employees of Holdings and its Subsidiaries entered into in
the ordinary course of business; and (d) transactions described in Schedule
6.12.

      6.13. CONDUCT OF BUSINESS. From and after the Closing Date, no Credit
Party shall, nor shall it permit any of its Subsidiaries to, engage in any
business other than (i) the businesses engaged in by such Credit Party on the
Closing Date and similar or related businesses and (ii) such other lines of
business as may be consented to by Requisite Lenders.

      6.14. PERMITTED ACTIVITIES OF HOLDINGS. Holdings shall not (a) incur,
directly or indirectly, any Indebtedness or any other obligation or liability
whatsoever other than the Indebtedness and obligations under the Related
Agreements; (b) create or suffer to exist any Lien upon any property or assets
now owned or hereafter acquired by it other than the Liens created under the
Collateral Documents to which it is a party or permitted pursuant to Section
6.2; (c) engage in any business or activity or own any assets other than (i)
holding 100% of the Capital Stock of Company, (ii) performing its obligations
and activities incidental thereto under the Credit Documents, and to the extent
not inconsistent therewith, the Related Agreements; (iii) paying general
administrative costs and expenses in the ordinary course of business; (iv)
making Restricted Junior Payments and Investments to the extent permitted by
this Agreement; and (v) holding the Capital Stock of American Reprographics
Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter
shall not engage in any business or other activity; (d) consolidate with or
merge with or into, or convey, transfer or lease all or substantially all its
assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any
of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any
Investment in any Person other than Company; or (g) fail to hold itself out to
the public as a legal entity separate and distinct from all other Persons.

      6.15. AMENDMENTS OR WAIVERS OF CERTAIN RELATED AGREEMENTS. Except as set
forth in Section 6.16, no Credit Party shall nor shall it permit any of its
Subsidiaries to, agree to any material amendment, restatement, supplement or
other modification to, or waiver of, any of its material rights under any
Related Agreement after the Closing Date which may adversely affect the
interests of any of the Agents or the Lenders without in each case obtaining the
prior written consent of Requisite Lenders to such amendment, restatement,
supplement or other modification or waiver.


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      6.16. AMENDMENTS OR WAIVERS WITH RESPECT TO SUBORDINATED INDEBTEDNESS AND
SECOND LIEN CREDIT AGREEMENT. (a) No Credit Party shall, nor shall it permit any
of its Subsidiaries to, amend or otherwise change the terms of any Subordinated
Indebtedness or make any payment consistent with an amendment thereof or change
thereto, if the effect of such amendment or change is to increase the interest
rate applicable to such Subordinated Indebtedness, change (to earlier dates) any
dates upon which payments of principal or interest are due thereon, change any
event of default or condition to an event of default with respect thereto (other
than to eliminate any such event of default or increase any grace period related
thereto), change the redemption, prepayment or defeasance provisions thereof,
change the subordination provisions of such Subordinated Indebtedness (or of any
guaranty thereof), or if the effect of such amendment or change, together with
all other amendments or changes made, is to increase materially the obligations
of the obligor thereunder or to confer any additional rights on the holders of
such Subordinated Indebtedness (or a trustee or other representative on their
behalf) which would be adverse to any Credit Party or Lenders.

      (b) No Credit Party shall, nor shall it permit any of its Subsidiaries to,
amend or otherwise change the terms of the Second Lien Credit Agreement or make
any payment consistent with an amendment thereof or change thereto, if the
effect of such amendment or change is to increase the interest rate applicable
thereto, change (to earlier dates) any dates upon which payments of principal or
interest are due thereon, change any event of default or condition to an event
of default with respect thereto (other than to eliminate any such event of
default or increase any grace period related thereto), change the prepayment
provisions thereof, change the subordination provisions thereof (or of any
guaranty thereof), or change any collateral therefore (other than to release
such collateral), or if the effect of such amendment or change, together with
all other amendments or changes made, is to increase materially the obligations
of the obligor thereunder or to confer any additional rights on the lenders
under the Second Lien Credit Agreement (or a representative on their behalf)
which would be adverse to any Credit Party or Lenders.

      6.17. FISCAL YEAR. No Credit Party shall, nor shall it permit any of its
Subsidiaries to change its Fiscal Year-end from December 31.

SECTION 7.  GUARANTY

      7.1. GUARANTY OF THE OBLIGATIONS. Subject to the provisions of Section
7.2, Guarantors jointly and severally hereby irrevocably and unconditionally
guaranty to Administrative Agent for the ratable benefit of the Beneficiaries
the due and punctual payment in full of all Obligations when the same shall
become due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise (including amounts that would become due but
for the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code, 11 U.S.C. Section 362(a)) (collectively, the "GUARANTEED OBLIGATIONS").


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      7.2. CONTRIBUTION BY GUARANTORS. All Guarantors desire to allocate among
themselves (collectively, the "CONTRIBUTING GUARANTORS"), in a fair and
equitable manner, their obligations arising under this Guaranty. Accordingly, in
the event any payment or distribution is made on any date by a Guarantor (a
"FUNDING GUARANTOR") under this Guaranty such that its Aggregate Payments
exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled
to a contribution from each of the other Contributing Guarantors in an amount
sufficient to cause each Contributing Guarantor's Aggregate Payments to equal
its Fair Share as of such date. "FAIR SHARE" means, with respect to a
Contributing Guarantor as of any date of determination, an amount equal to (a)
the ratio of (i) the Fair Share Contribution Amount with respect to such
Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution
Amounts with respect to all Contributing Guarantors multiplied by (b) the
aggregate amount paid or distributed on or before such date by all Funding
Guarantors under this Guaranty in respect of the obligations Guaranteed. "FAIR
SHARE CONTRIBUTION AMOUNT" means, with respect to a Contributing Guarantor as of
any date of determination, the maximum aggregate amount of the obligations of
such Contributing Guarantor under this Guaranty that would not render its
obligations hereunder or thereunder subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of Title 11 of the United States Code
or any comparable applicable provisions of state law; provided, solely for
purposes of calculating the "FAIR SHARE CONTRIBUTION AMOUNT" with respect to any
Contributing Guarantor for purposes of this Section 7.2, any assets or
liabilities of such Contributing Guarantor arising by virtue of any rights to
subrogation, reimbursement or indemnification or any rights to or obligations of
contribution hereunder shall not be considered as assets or liabilities of such
Contributing Guarantor. "AGGREGATE PAYMENTS" means, with respect to a
Contributing Guarantor as of any date of determination, an amount equal to (1)
the aggregate amount of all payments and distributions made on or before such
date by such Contributing Guarantor in respect of this Guaranty (including,
without limitation, in respect of this Section 7.2), minus (2) the aggregate
amount of all payments received on or before such date by such Contributing
Guarantor from the other Contributing Guarantors as contributions under this
Section 7.2. The amounts payable as contributions hereunder shall be determined
as of the date on which the related payment or distribution is made by the
applicable Funding Guarantor. Notwithstanding anything herein to the contrary,
the allocation among Contributing Guarantors of their obligations as set forth
in this Section 7.2 shall not be construed in any way to limit the liability of
any Contributing Guarantor hereunder. Each Guarantor is a third party
beneficiary to the contribution agreement set forth in this Section 7.2.

      7.3. PAYMENT BY GUARANTORS. Subject to Section 7.2, Guarantors hereby
jointly and severally agree, in furtherance of the foregoing and not in
limitation of any other right which any Beneficiary may have at law or in equity
against any Guarantor by virtue hereof, that upon the failure of Company to pay
any of the Guaranteed Obligations when and as the same shall become due, whether
at stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section
362(a)), Guarantors will upon demand pay, or cause to be paid, in Cash, to
Administrative Agent for the ratable benefit of Beneficiaries, an amount equal
to the sum of the unpaid principal amount of all Guaranteed Obligations then due
as aforesaid, accrued and unpaid interest on such Guaranteed Obligations
(including interest which, but for Company's becoming the subject of a case
under the Bankruptcy Code, would have accrued on such Guaranteed Obligations,
whether or not a claim is allowed against Company for such interest in the
related bankruptcy case) and all other Guaranteed Obligations then owed to
Beneficiaries as aforesaid.


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      7.4. LIABILITY OF GUARANTORS ABSOLUTE. Each Guarantor agrees that its
obligations hereunder are irrevocable, absolute, independent and unconditional
and shall not be affected by any circumstance which constitutes a legal or
equitable discharge of a guarantor or surety other than payment in full of the
Guaranteed Obligations. In furtherance of the foregoing and without limiting the
generality thereof, each Guarantor agrees as follows:

            (a) this Guaranty is a guaranty of payment when due and not of
collectability. This Guaranty is a primary obligation of each Guarantor and not
merely a contract of surety;

            (b) Administrative Agent may enforce this Guaranty upon the
occurrence of an Event of Default notwithstanding the existence of any dispute
between Company and any Beneficiary with respect to the existence of such Event
of Default;

            (c) the obligations of each Guarantor hereunder are independent of
the obligations of Company and the obligations of any other guarantor (including
any other Guarantor) of the obligations of Company, and a separate action or
actions may be brought and prosecuted against such Guarantor whether or not any
action is brought against Company or any of such other guarantors and whether or
not Company is joined in any such action or actions;

            (d) payment by any Guarantor of a portion, but not all, of the
Guaranteed Obligations shall in no way limit, affect, modify or abridge any
Guarantor's liability for any portion of the Guaranteed Obligations which has
not been paid. Without limiting the generality of the foregoing, if
Administrative Agent is awarded a judgment in any suit brought to enforce any
Guarantor's covenant to pay a portion of the Guaranteed Obligations, such
judgment shall not be deemed to release such Guarantor from its covenant to pay
the portion of the Guaranteed Obligations that is not the subject of such suit,
and such judgment shall not, except to the extent satisfied by such Guarantor,
limit, affect, modify or abridge any other Guarantor's liability hereunder in
respect of the Guaranteed Obligations;

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            (e) any Beneficiary, upon such terms as it deems appropriate,
without notice or demand and without affecting the validity or enforceability
hereof or giving rise to any reduction, limitation, impairment, discharge or
termination of any Guarantor's liability hereunder, from time to time may (i)
renew, extend, accelerate, increase the rate of interest on, or otherwise change
the time, place, manner or terms of payment of the Guaranteed Obligations; (ii)
settle, compromise, release or discharge, or accept or refuse any offer of
performance with respect to, or substitutions for, the Guaranteed Obligations or
any agreement relating thereto and/or subordinate the payment of the same to the
payment of any other obligations; (iii) request and accept other guaranties of
the Guaranteed Obligations and take and hold security for the payment hereof or
the Guaranteed Obligations; (iv) release, surrender, exchange, substitute,
compromise, settle, rescind, waive, alter, subordinate or modify, with or
without consideration, any security for payment of the Guaranteed Obligations,
any other guaranties of the Guaranteed Obligations, or any other obligation of
any Person (including any other Guarantor) with respect to the Guaranteed
Obligations; (v) enforce and apply any security now or hereafter held by or for
the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations
and direct the order or manner of sale thereof, or exercise any other right or
remedy that such Beneficiary may have against any such security, in each case as
such Beneficiary in its discretion may determine consistent herewith or the
applicable Hedge Agreement and any applicable security agreement, including
foreclosure on any such security pursuant to one or more judicial or nonjudicial
sales, whether or not every aspect of any such sale is commercially reasonable,
and even though such action operates to impair or extinguish any right of
reimbursement or subrogation or other right or remedy of any Guarantor against
Company or any security for the Guaranteed Obligations; and (vi) exercise any
other rights available to it under the Credit Documents or the Hedge Agreements;
and

            (f) this Guaranty and the obligations of Guarantors hereunder shall
be valid and enforceable and shall not be subject to any reduction, limitation,
impairment, discharge or termination for any reason (other than payment in full
of the Guaranteed Obligations), including the occurrence of any of the
following, whether or not any Guarantor shall have had notice or knowledge of
any of them: (i) any failure or omission to assert or enforce or agreement or
election not to assert or enforce, or the stay or enjoining, by order of court,
by operation of law or otherwise, of the exercise or enforcement of, any claim
or demand or any right, power or remedy (whether arising under the Credit
Documents or the Hedge Agreements, at law, in equity or otherwise) with respect
to the Guaranteed Obligations or any agreement relating thereto, or with respect
to any other guaranty of or security for the payment of the Guaranteed
Obligations; (ii) any rescission, waiver, amendment or modification of, or any
consent to departure from, any of the terms or provisions (including provisions
relating to events of default) hereof, any of the other Credit Documents, any of
the Hedge Agreements or any agreement or instrument executed pursuant thereto,
or of any other guaranty or security for the Guaranteed Obligations, in each
case whether or not in accordance with the terms hereof or such Credit Document,
such Hedge Agreement or any agreement relating to such other guaranty or
security; (iii) the Guaranteed Obligations, or any agreement relating thereto,
at any time being found to be illegal, invalid or unenforceable in any respect;
(iv) the application of payments received from any source (other than payments
received pursuant to the other Credit Documents or any of the Hedge Agreements
or from the proceeds of any security for the Guaranteed Obligations, except to
the extent such security also serves as collateral for indebtedness other than
the Guaranteed Obligations) to the

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payment of indebtedness other than the Guaranteed Obligations, even though any
Beneficiary might have elected to apply such payment to any part or all of the
Guaranteed Obligations; (v) any Beneficiary's consent to the change,
reorganization or termination of the corporate structure or existence of
Holdings or any of its Subsidiaries and to any corresponding restructuring of
the Guaranteed Obligations; (vi) any failure to perfect or continue perfection
of a security interest in any collateral which secures any of the Guaranteed
Obligations; (vii) any defenses, set-offs or counterclaims which Company may
allege or assert against any Beneficiary in respect of the Guaranteed
Obligations, including failure of consideration, breach of warranty, payment,
statute of frauds, statute of limitations, accord and satisfaction and usury;
and (viii) any other act or thing or omission, or delay to do any other act or
thing, which may or might in any manner or to any extent vary the risk of any
Guarantor as an obligor in respect of the Guaranteed Obligations.

      7.5. WAIVERS BY GUARANTORS. Each Guarantor hereby waives, for the benefit
of Beneficiaries: (a) any right to require any Beneficiary, as a condition of
payment or performance by such Guarantor, to (i) proceed against Company, any
other guarantor (including any other Guarantor) of the Guaranteed Obligations or
any other Person, (ii) proceed against or exhaust any security held from
Company, any such other guarantor or any other Person, (iii) proceed against or
have resort to any balance of any Deposit Account or credit on the books of any
Beneficiary in favor of Company or any other Person, or (iv) pursue any other
remedy in the power of any Beneficiary whatsoever; (b) any defense arising by
reason of the incapacity, lack of authority or any disability or other defense
of Company or any other Guarantor including any defense based on or arising out
of the lack of validity or the unenforceability of the Guaranteed Obligations or
any agreement or instrument relating thereto or by reason of the cessation of
the liability of Company or any other Guarantor from any cause other than
payment in full of the Guaranteed Obligations; (c) any defense based upon any
statute or rule of law which provides that the obligation of a surety must be
neither larger in amount nor in other respects more burdensome than that of the
principal; (d) any defense based upon any Beneficiary's errors or omissions in
the administration of the Guaranteed Obligations, except behavior which amounts
to bad faith; (e) (i) any principles or provisions of law, statutory or
otherwise, which are or might be in conflict with the terms hereof and any legal
or equitable discharge of such Guarantor's obligations hereunder, (ii) the
benefit of any statute of limitations affecting such Guarantor's liability
hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments
and counterclaims, and (iv) promptness, diligence and any requirement that any
Beneficiary protect, secure, perfect or insure any security interest or lien or
any property subject thereto; (f) notices, demands, presentments, protests,
notices of protest, notices of dishonor and notices of any action or inaction,
including acceptance hereof, notices of default hereunder, the Hedge Agreements
or any agreement or instrument related thereto, notices of any renewal,
extension or modification of the Guaranteed Obligations or any agreement related
thereto, notices of any extension of credit to Company and notices of any of the
matters referred to in Section 7.4 and any right to consent to any thereof; and
(g) any defenses or benefits that may be derived from or afforded by law which
limit the liability of or exonerate guarantors or sureties, or which may
conflict with the terms hereof.

      7.6. GUARANTORS' RIGHTS OF SUBROGATION, CONTRIBUTION, ETC. Until the
Guaranteed Obligations shall have been indefeasibly paid in full and the
Revolving Commitments shall have terminated and all Letters of Credit shall have
expired or been cancelled, each Guarantor hereby waives any claim, right or
remedy, direct or indirect, that such Guarantor now has or may hereafter have
against Company or any other Guarantor or any of its assets in connection with
this Guaranty or the performance by such Guarantor of its obligations hereunder,
in each case whether such claim, right or remedy arises in equity, under
contract, by statute, under common law or otherwise and including without
limitation (a) any right of subrogation, reimbursement or indemnification that
such Guarantor now has or may hereafter have against Company with respect to the
Guaranteed Obligations, (b) any right to enforce, or


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to participate in, any claim, right or remedy that any Beneficiary now has or
may hereafter have against Company, and (c) any benefit of, and any right to
participate in, any collateral or security now or hereafter held by any
Beneficiary. In addition, until the Guaranteed Obligations shall have been
indefeasibly paid in full and the Revolving Commitments shall have terminated
and all Letters of Credit shall have expired or been cancelled, each Guarantor
shall withhold exercise of any right of contribution such Guarantor may have
against any other guarantor (including any other Guarantor) of the Guaranteed
Obligations, including, without limitation, any such right of contribution as
contemplated by Section 7.2. Each Guarantor further agrees that, to the extent
the waiver or agreement to withhold the exercise of its rights of subrogation,
reimbursement, indemnification and contribution as set forth herein is found by
a court of competent jurisdiction to be void or voidable for any reason, any
rights of subrogation, reimbursement or indemnification such Guarantor may have
against Company or against any collateral or security, and any rights of
contribution such Guarantor may have against any such other guarantor, shall be
junior and subordinate to any rights any Beneficiary may have against Company,
to all right, title and interest any Beneficiary may have in any such collateral
or security, and to any right any Beneficiary may have against such other
guarantor. If any amount shall be paid to any Guarantor on account of any such
subrogation, reimbursement, indemnification or contribution rights at any time
when all Guaranteed Obligations shall not have been finally and indefeasibly
paid in full, such amount shall be held in trust for Administrative Agent on
behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent
for the benefit of Beneficiaries to be credited and applied against the
Guaranteed Obligations, whether matured or unmatured, in accordance with the
terms hereof.

      7.7. SUBORDINATION OF OTHER OBLIGATIONS. Any Indebtedness of Company or
any Guarantor now or hereafter held by any Guarantor (the "OBLIGEE GUARANTOR")
is hereby subordinated in right of payment to the Guaranteed Obligations, and
any such indebtedness collected or received by the Obligee Guarantor after an
Event of Default has occurred and is continuing shall be held in trust for
Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over
to Administrative Agent for the benefit of Beneficiaries to be credited and
applied against the Guaranteed Obligations but without affecting, impairing or
limiting in any manner the liability of the Obligee Guarantor under any other
provision hereof.

      7.8. CONTINUING GUARANTY. This Guaranty is a continuing guaranty and shall
remain in effect until all of the Guaranteed Obligations shall have been paid in
full and the Revolving Commitments shall have terminated and all Letters of
Credit shall have expired or been cancelled. Each Guarantor hereby irrevocably
waives any right to revoke this Guaranty as to future transactions giving rise
to any Guaranteed Obligations.

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      7.9. AUTHORITY OF GUARANTORS OR COMPANY. It is not necessary for any
Beneficiary to inquire into the capacity or powers of any Guarantor or Company
or the officers, directors or any agents acting or purporting to act on behalf
of any of them.

      7.10. FINANCIAL CONDITION OF COMPANY. Any Credit Extension may be made to
Company or continued from time to time, and any Hedge Agreements may be entered
into from time to time, in each case without notice to or authorization from any
Guarantor regardless of the financial or other condition of Company at the time
of any such grant or continuation or at the time such Hedge Agreement is entered
into, as the case may be. No Beneficiary shall have any obligation to disclose
or discuss with any Guarantor its assessment, or any Guarantor's assessment, of
the financial condition of Company. Each Guarantor has adequate means to obtain
information from Company on a continuing basis concerning the financial
condition of Company and its ability to perform its obligations under the Credit
Documents and the Hedge Agreements, and each Guarantor assumes the
responsibility for being and keeping informed of the financial condition of
Company and of all circumstances bearing upon the risk of nonpayment of the
Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty
on the part of any Beneficiary to disclose any matter, fact or thing relating to
the business, operations or conditions of Company now known or hereafter known
by any Beneficiary.

      7.11. BANKRUPTCY, ETC. (a) So long as any Guaranteed Obligations remain
outstanding, no Guarantor shall, without the prior written consent of
Administrative Agent acting pursuant to the instructions of Requisite Lenders,
commence or join with any other Person in commencing any bankruptcy,
reorganization or insolvency case or proceeding of or against Company or any
other Guarantor. The obligations of Guarantors hereunder shall not be reduced,
limited, impaired, discharged, deferred, suspended or terminated by any case or
proceeding, voluntary or involuntary, involving the bankruptcy, insolvency,
receivership, reorganization, liquidation or arrangement of Company or any other
Guarantor or by any defense which Company or any other Guarantor may have by
reason of the order, decree or decision of any court or administrative body
resulting from any such proceeding.

            (b) Each Guarantor acknowledges and agrees that any interest on any
portion of the Guaranteed Obligations which accrues after the commencement of
any case or proceeding referred to in clause (a) above (or, if interest on any
portion of the Guaranteed Obligations ceases to accrue by operation of law by
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interest as would have accrued on such portion of the Guaranteed Obligations if
such case or proceeding had not been commenced) shall be included in the
Guaranteed Obligations because it is the intention of Guarantors and
Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors
pursuant hereto should be determined without regard to any rule of law or order
which may relieve Company of any portion of such Guaranteed Obligations.
Guarantors will permit any trustee in bankruptcy, receiver, debtor in
possession, assignee for the benefit of creditors or similar person to pay
Administrative Agent, or allow the claim of Administrative Agent in respect of,
any such interest accruing after the date on which such case or proceeding is
commenced.

            (c) In the event that all or any portion of the Guaranteed
Obligations are paid by Company, the obligations of Guarantors hereunder shall
continue and remain in full force and effect or be reinstated, as the case may
be, in the event that all or any part of such payment(s) are rescinded or
recovered directly or indirectly from any Beneficiary as a preference,
fraudulent transfer or otherwise, and any such payments which are so rescinded
or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

      7.12. DISCHARGE OF GUARANTY UPON SALE OF GUARANTOR. If all of the Capital
Stock of any Guarantor or any of its successors in interest hereunder shall be
sold or otherwise disposed of (including by merger or consolidation) in
accordance with the terms and conditions hereof, the Guaranty of such Guarantor
or such successor in interest, as the case may be, hereunder shall automatically
be discharged and released without any further action by any Beneficiary or any
other Person effective as of the time of such Asset Sale.

SECTION 8. EVENTS OF DEFAULT

      8.1. EVENTS OF DEFAULT. If any one or more of the following conditions or
events shall occur:

            (a) Failure to Make Payments When Due. Failure by Company to pay (i)
when due any installment of principal of any Loan, whether at stated maturity,
by acceleration, by notice of voluntary prepayment, by mandatory prepayment or
otherwise; (ii) when due any amount payable to Issuing Bank in reimbursement of
any drawing under a Letter of Credit; or (iii) any interest on any Loan or any
fee or any other amount due hereunder within five days after the date due; or

            (b) Default in Other Agreements. (i) Failure of any Credit Party or
any of their respective Subsidiaries to pay when due any principal of or
interest on or any other amount payable in respect of one or more items of
Indebtedness (other than Indebtedness referred to in Section 8.1(a)) with an
aggregate principal amount of $1,000,000 or more, beyond the grace period, if
any, provided therefore; or (ii) breach or default by any Credit Party with
respect to any other material term of (1) one or more items of Indebtedness in
the individual or aggregate principal amounts referred to in clause (i) above or
(2) any loan agreement, mortgage, indenture or other agreement relating to such
item(s) of Indebtedness, in each case beyond the grace

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period, if any, provided therefore, if the effect of such breach or default is
to cause, or to permit the holder or holders of that Indebtedness (or a trustee
on behalf of such holder or holders), to cause, that Indebtedness to become or
be declared due and payable (or redeemable) prior to its stated maturity or the
stated maturity of any underlying obligation, as the case may be; or

            (c) Breach of Certain Covenants. Failure of any Credit Party to
perform or comply with any term or condition contained in Section 2.6, Section
5.2 or Section 6; or

            (d) Breach of Representations, etc. Any representation, warranty,
certification or other statement made or deemed made by any Credit Party in any
Credit Document or in any statement or certificate at any time given by any
Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or
in connection herewith or therewith shall be false in any material respect as of
the date made or deemed made; or

            (e) Other Defaults Under Credit Documents. Any Credit Party shall
default in the performance of or compliance with any term contained herein or
any of the other Credit Documents, other than any such term referred to in any
other Section of this Section 8.1, and such default shall not have been remedied
or waived within thirty days after the earlier of (i) an officer of such Credit
Party becoming aware of such default or (ii) receipt by Company of notice from
Administrative Agent or any Lender of such default; or

            (f) Involuntary Bankruptcy; Appointment of Receiver, etc.. (i) A
court of competent jurisdiction shall enter a decree or order for relief in
respect of Holdings or any of its Subsidiaries in an involuntary case under the
Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar
law now or hereafter in effect, which decree or order is not stayed; or any
other similar relief shall be granted under any applicable federal or state law;
or (ii) an involuntary case shall be commenced against Holdings or any of its
Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect; or a decree or order of a
court having jurisdiction in the premises for the appointment of a receiver,
liquidator, sequestrator, trustee, custodian or other officer having similar
powers over Holdings or any of its Subsidiaries, or over all or a substantial
part of its property, shall have been entered; or there shall have occurred the
involuntary appointment of an interim receiver, trustee or other custodian of
Holdings or any of its Subsidiaries for all or a substantial part of its
property; or a warrant of attachment, execution or similar process shall have
been issued against any substantial part of the property of Holdings or any of
its Subsidiaries, and any such event described in this clause (ii) shall
continue for sixty days without having been dismissed, bonded or discharged; or

            (g) Voluntary Bankruptcy; Appointment of Receiver, etc.. (i)
Holdings or any of its Subsidiaries shall have an order for relief entered with
respect to it or shall commence a voluntary case under the Bankruptcy Code or
under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, or shall consent to the entry of an order for relief in an
involuntary case, or to the conversion of an involuntary case to a voluntary
case, under any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a substantial
part of its property; or Holdings or any of its Subsidiaries shall make any
assignment for the benefit of creditors; or (ii) Holdings or any of its
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be unable, or shall fail generally, or shall admit in writing its inability, to
pay its debts as such debts become due; or the board of directors (or similar
governing body) of Holdings or any of its Subsidiaries (or any committee
thereof) shall adopt any resolution or otherwise authorize any action to approve
any of the actions referred to herein or in Section 8.1(f); or

            (h) Judgments and Attachments. Any money judgment, writ or warrant
of attachment or similar process involving in the aggregate at any time an
amount in excess of $750,000 (in any case to the extent not adequately covered
by insurance as to which a solvent and unaffiliated insurance company has
acknowledged coverage) shall be entered or filed against Holdings or any of its
Subsidiaries or any of their respective assets and shall remain undischarged,
unvacated, unbonded or unstayed for a period of sixty days (or in any event
later than five days prior to the date of any proposed sale thereunder); or

            (i) Dissolution. Any order, judgment or decree shall be entered
against any Credit Party decreeing the dissolution or split up of such Credit
Party and such order shall remain undischarged or unstayed for a period in
excess of thirty days; or

            (j) Employee Benefit Plans. (i) There shall occur one or more ERISA
Events which individually or in the aggregate results in or might reasonably be
expected to result in liability of Holdings, any of its Subsidiaries or any of
their respective ERISA Affiliates in excess of $1,500,000 during the term
hereof; or (ii) there exists any fact or circumstance that reasonably could be
expected to result in the imposition of a Lien or security interest under
Section 412(n) of the Internal Revenue Code or under ERISA;

            (k) Change of Control. A Change of Control shall occur; or

            (l) Guaranties, Collateral Documents and other Credit Documents. At
any time after the execution and delivery thereof, (i) the Guaranty for any
reason, other than the satisfaction in full of all Obligations, shall cease to
be in full force and effect (other than in accordance with its terms) or shall
be declared to be null and void or any Guarantor shall repudiate its obligations
thereunder, (ii) this Agreement or any Collateral Document ceases to be in full
force and effect (other than by reason of a release of Collateral in accordance
with the terms hereof or thereof or the satisfaction in full of the Obligations
in accordance with the terms hereof) or shall be declared null and void, or
Collateral Agent shall not have or shall cease to have a valid and perfected
Lien in any Collateral purported to be covered by the Collateral Documents with
the priority required by the relevant Collateral Document, in each case for any
reason other than the failure of Collateral Agent or any Secured Party to take
any action within its control, or (iii) any Credit Party shall contest the
validity or enforceability of any Credit Document in writing or deny in writing
that it has any further liability, including with respect to future advances by
Lenders, under any Credit Document to which it is a party;

THEN, (1) upon the occurrence of any Event of Default described in Section
8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event
of Default, at the request of (or with the consent of) Requisite Lenders, upon
notice to Company by Administrative Agent, (A) the Revolving Commitments, if
any, of each Lender having such Revolving Commitments and the obligation of
Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each

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of the following shall immediately become due and payable, in each case without
presentment, demand, protest or other requirements of any kind, all of which are
hereby expressly waived by each Credit Party: (I) the unpaid principal amount of
and accrued interest on the Loans, (II) an amount equal to the maximum amount
that may at any time be drawn under all Letters of Credit then outstanding
(regardless of whether any beneficiary under any such Letter of Credit shall
have presented, or shall be entitled at such time to present, the drafts or
other documents or certificates required to draw under such Letters of Credit),
and (III) all other Obligations; provided, the foregoing shall not affect in any
way the obligations of Lenders under Section 2.3(b)(iv) or Section 2.4(e); (C)
Administrative Agent may cause Collateral Agent to enforce any and all Liens and
security interests created pursuant to Collateral Documents; and (D)
Administrative Agent shall direct Company to pay (and Company hereby agrees upon
receipt of such notice, or upon the occurrence of any Event of Default specified
in Section 8.1(f) and (g) to pay) to Administrative Agent such additional
amounts of cash, to be held as security for Company's reimbursement Obligations
in respect of Letters of Credit then outstanding, equal to the Letter of Credit
Usage at such time.

SECTION 9.  AGENTS

      9.1. APPOINTMENT OF AGENTS. GSCP is hereby appointed Syndication Agent
hereunder, and each Lender hereby authorizes Syndication Agent to act as its
agent in accordance with the terms hereof and the other Credit Documents. GECC
is hereby appointed Administrative Agent hereunder and under the other Credit
Documents and each Lender hereby authorizes Administrative Agent to act as its
agent in accordance with the terms hereof and the other Credit Documents. GECC
is hereby appointed Collateral Agent hereunder and under the other Credit
Documents and each Lender hereby authorizes Collateral Agent to act as its agent
in accordance with the terms hereof and the other Credit Documents. Each Agent
hereby agrees to act upon the express conditions contained herein and the other
Credit Documents, as applicable. The provisions of this Section 9 are solely for
the benefit of Agents and Lenders and no Credit Party shall have any rights as a
third party beneficiary of any of the provisions thereof. In performing its
functions and duties hereunder, each Agent shall act solely as an agent of
Lenders and does not assume and shall not be deemed to have assumed any
obligation towards or relationship of agency or trust with or for Holdings or
any of its Subsidiaries. Syndication Agent, without consent of or notice to any
party hereto, may assign any and all of its rights or obligations hereunder to
any of its Affiliates. As of the Closing Date, GSCP, in its capacity as
Syndication Agent, shall not have any obligations but shall be entitled to all
benefits of this Section 9.

      9.2. POWERS AND DUTIES. Each Lender irrevocably authorizes each Agent to
take such action on such Lender's behalf and to exercise such powers, rights and
remedies hereunder and under the other Credit Documents as are specifically
delegated or granted to such Agent by the terms hereof and thereof, together
with such powers, rights and remedies as are reasonably incidental thereto. Each
Agent shall have only those duties and responsibilities that are expressly
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and the other Credit Documents. Each Agent may exercise such powers, rights and
remedies and perform such duties by or through its agents or employees. No Agent
shall have, by reason hereof or any of the other Credit Documents, a fiduciary
relationship in respect of any Lender; and nothing herein or any of the other
Credit Documents, expressed or implied, is intended to or shall be so construed
as to impose upon any Agent any obligations in respect hereof or any of the
other Credit Documents except as expressly set forth herein or therein.

      9.3. GENERAL IMMUNITY.

            (a) No Responsibility for Certain Matters. No Agent shall be
responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectability or sufficiency hereof or any other
Credit Document or for any representations, warranties, recitals or statements
made herein or therein or made in any written or oral statements or in any
financial or other statements, instruments, reports or certificates or any other
documents furnished or made by any Agent to Lenders or by or on behalf of any
Credit Party to any Agent or any Lender in connection with the Credit Documents
and the transactions contemplated thereby or for the financial condition or
business affairs of any Credit Party or any other Person liable for the payment
of any Obligations, nor shall any Agent be required to ascertain or inquire as
to the performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained in any of the Credit Documents or as to the
use of the proceeds of the Loans or as to the existence or possible existence of
any Event of Default or Default or to make any disclosures with respect to the
foregoing. Anything contained herein to the contrary notwithstanding,
Administrative Agent shall not have any liability arising from confirmations of
the amount of outstanding Loans or the Letter of Credit Usage or the component
amounts thereof.

            (b) Exculpatory Provisions. No Agent nor any of its officers,
partners, directors, employees or agents shall be liable to Lenders for any
action taken or omitted by any Agent under or in connection with any of the
Credit Documents except to the extent caused by such Agent's gross negligence or
willful misconduct. Each Agent shall be entitled to refrain from any act or the
taking of any action (including the failure to take an action) in connection
with this Agreement or any of the other Loan Documents or from the exercise of
any power, discretion or authority vested in it hereunder or thereunder unless
and until such Agent, in the case of any Agent other than the Collateral Agent,
shall have received instructions in respect thereof from Requisite Lenders (or
such other Lenders as may be required to give such instructions under subsection
10.5) or, in the case of the Collateral Agent, in accordance with the Pledge and
Security Agreement, Intercreditor Agreement or other applicable Collateral
Document, and, upon receipt of such instructions from Requisite Lenders (or such
other Lenders, as the case may be) or in accordance with the Pledge and Security
Agreement, Intercreditor Agreement or other applicable Collateral Document, as
the case may be, such Agent shall be entitled to act or (where so instructed)
refrain from acting, or to exercise such power, discretion or authority, in
accordance with such instructions. In no event shall any Agent be liable for
punitive, special, consequential, incidental, exemplary or other similar
damages. Without prejudice to the generality of the foregoing, (i) each Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
communication, instrument or document believed by it to be genuine and

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correct and to have been signed or sent by the proper Person or Persons, and
shall be entitled to rely and shall be protected in relying on opinions and
judgments of attorneys (who may be attorneys for Holdings and its Subsidiaries),
accountants, experts and other professional advisors selected by it; and (ii) no
Lender shall have any right of action whatsoever against any Agent as a result
of such Agent acting or (where so instructed) refraining from acting under this
Agreement or any of the other Loan Documents, in the case of any Agent other
than the Collateral Agent, in accordance with the instructions of Requisite
Lenders (or such other Lenders as may be required to give such instructions
under subsection 10.5) or, in the case of the Collateral Agent, in accordance
with the Pledge and Security Agreement, Intercreditor Agreement or other
applicable Collateral Document.

      9.4. AGENTS ENTITLED TO ACT AS LENDER. The agency hereby created shall in
no way impair or affect any of the rights and powers of, or impose any duties or
obligations upon, any Agent in its individual capacity as a Lender hereunder.
With respect to its participation in the Loans and the Letters of Credit, each
Agent shall have the same rights and powers hereunder as any other Lender and
may exercise the same as if it were not performing the duties and functions
delegated to it hereunder, and the term "Lender" shall, unless the context
clearly otherwise indicates, include each Agent in its individual capacity. Any
Agent and its Affiliates may accept deposits from, lend money to, own securities
of, and generally engage in any kind of banking, trust, financial advisory or
other business with Holdings or any of its Affiliates as if it were not
performing the duties specified herein, and may accept fees and other
consideration from Company for services in connection herewith and otherwise
without having to account for the same to Lenders.

      9.5. LENDERS' REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENT.

            (a) Each Lender represents and warrants that it has made its own
independent investigation of the financial condition and affairs of Holdings and
its Subsidiaries in connection with Credit Extensions hereunder and that it has
made and shall continue to make its own appraisal of the creditworthiness of
Holdings and its Subsidiaries. No Agent shall have any duty or responsibility,
either initially or on a continuing basis, to make any such investigation or any
such appraisal on behalf of Lenders or to provide any Lender with any credit or
other information with respect thereto, whether coming into its possession
before the making of the Loans or at any time or times thereafter, and no Agent
shall have any responsibility with respect to the accuracy of or the
completeness of any information provided to Lenders.

            (b) Each Lender, by delivering its signature page to this Agreement
and funding its Term Loan and/or Revolving Loans on the Closing Date, shall be
deemed to have acknowledged receipt of, and consented to and approved, each
Credit Document and each other document required to be approved by any Agent,
Requisite Lenders or Lenders, as applicable on the Closing Date.

      9.6. RIGHT TO INDEMNITY. Each Lender, in proportion to its Pro Rata Share,
severally agrees to indemnify each Agent, to the extent that such Agent shall
not have been reimbursed by any Credit Party, for and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including counsel fees and disbursements) or disbursements of
any kind or nature whatsoever which may be imposed on, incurred by or asserted
against such Agent in exercising its powers, rights and remedies or performing
its duties hereunder or under the other Credit Documents or otherwise in its
capacity as such Agent in any way relating to or arising out of this Agreement

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or the other Credit Documents; provided, no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from such Agent's
gross negligence or willful misconduct. If any indemnity furnished to any Agent
for any purpose shall, in the opinion of such Agent, be insufficient or become
impaired, such Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished; provided, in no event shall this sentence require any Lender to
indemnify any Agent against any liability, obligation, loss, damage, penalty,
action, judgment, suit, cost, expense or disbursement in excess of such Lender's
Pro Rata Share thereof; and provided further, this sentence shall not be deemed
to require any Lender to indemnify any Agent against any liability, obligation,
loss, damage, penalty, action, judgment, suit, cost, expense or disbursement
described in the proviso in the immediately preceding sentence.

      9.7. SUCCESSOR ADMINISTRATIVE AGENT AND/OR COLLATERAL AGENT AND SWING LINE
LENDER. The Administrative Agent and/or Collateral Agent may at any time give
notice of its resignation to the Lenders and the Company, and Administrative
Agent and/or the Collateral Agent may be removed at any time with or without
cause by an instrument or concurrent instruments in writing delivered to Company
and Administrative Agent and signed by Requisite Lenders. Upon any such notice
of resignation or any such removal, Requisite Lenders shall have the right, upon
five Business Days' notice to Company and in consultation with the Company, to
appoint a successor Administrative Agent and/or Collateral Agent, as applicable.
Upon the acceptance of any appointment as Administrative Agent and/or Collateral
Agent, as applicable, hereunder by a successor Administrative Agent and/or
Collateral Agent, as applicable, that successor Administrative Agent and/or
Collateral Agent, as applicable, shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring or removed
Administrative Agent and/or Collateral Agent, as applicable, and the retiring or
removed Administrative Agent and/or Collateral Agent, as applicable, shall
promptly (i) transfer to such successor Administrative Agent and/or Collateral
Agent, as applicable, all sums, Securities and other items of Collateral held
under the Collateral Documents, together with all records and other documents
necessary or appropriate in connection with the performance of the duties of the
successor Administrative Agent and/or Collateral Agent, as applicable, under the
Credit Documents, and (ii) execute and deliver to such successor Administrative
Agent and/or Collateral Agent, as applicable, such amendments to financing
statements, and take such other actions, as may be necessary or appropriate in
connection with the assignment to such successor Administrative Agent and/or
Collateral Agent, as applicable, of the security interests created under the
Collateral Documents, whereupon such retiring or removed Administrative Agent
and/or Collateral Agent, as applicable, shall be discharged from its duties and
obligations

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hereunder. After any retiring or removed Administrative Agent's and/or
Collateral Agent's, as applicable, resignation or removal hereunder as
Administrative Agent and/or Collateral Agent, as applicable, the provisions of
this Section 9 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent and/or Collateral Agent, as
applicable hereunder. Any resignation or removal of Administrative Agent
pursuant to this Section shall also constitute the resignation or removal of
GECC or its successor as Swing Line Lender, and any successor Administrative
Agent appointed pursuant to this Section shall, upon its acceptance of such
appointment, become the successor Swing Line Lender for all purposes hereunder.
In such event (a) Company shall prepay any outstanding Swing Line Loans made by
the retiring or removed Administrative Agent in its capacity as Swing Line
Lender, (b) upon such prepayment, the retiring or removed Administrative Agent
and Swing Line Lender shall surrender any Swing Line Note held by it to Company
for cancellation, and (c) Company shall issue, if so requested by successor
Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the
successor Administrative Agent and Swing Line Lender, in the principal amount of
the Swing Line Loan Sublimit then in effect and with other appropriate
insertions.

      9.8. COLLATERAL DOCUMENTS AND GUARANTY.

            (a) Agents under Collateral Documents and Guaranty. Each Lender
hereby further authorizes Administrative Agent or Collateral Agent, as
applicable, on behalf of and for the benefit of Lenders, to (i) be the agent for
and representative of Lenders with respect to the Guaranty, the Collateral, and
the other Collateral Documents and (ii) enter into the Intercreditor Agreement,
and each Lender agrees to be bound by the terms of the Intercreditor Agreement.
Subject to Section 10.5, without further written consent or authorization from
Lenders, Administrative Agent or Collateral Agent, as applicable may execute any
documents or instruments necessary to (i) release any Lien encumbering any item
of Collateral that is the subject of a sale or other disposition of assets
permitted hereby or to which Requisite Lenders (or such other Lenders as may be
required to give such consent under Section 10.5) have otherwise consented or
(ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with
respect to which Requisite Lenders (or such other Lenders as may be required to
give such consent under Section 10.5) have otherwise consented; provided that
Collateral Agent shall not enter into or consent to any material amendment,
modification, termination or waiver of the Intercreditor Agreement without the
prior consent of Requisite Lenders (or such other Lenders as may be required to
give such instructions under subsection 10.5).

            (b) Right to Realize on Collateral and Enforce Guaranty. Anything
contained in any of the Credit Documents to the contrary notwithstanding,
Company, Administrative Agent, Collateral Agent and each Lender hereby agree
that (i) no Lender shall have any right individually to realize upon any of the
Collateral or to enforce the Guaranty, it being understood and agreed that all
powers, rights and remedies hereunder may be exercised solely by Administrative
Agent, on behalf of Lenders in accordance with the terms hereof and all powers,
rights and remedies under the Collateral Documents may be exercised solely by
Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on
any of the Collateral pursuant to a public or private sale, Collateral Agent or
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such Collateral at any such sale and Collateral Agent, as agent for and
representative of Secured Parties (but not any Lender or Lenders in its or their
respective individual capacities unless Requisite Lenders shall otherwise agree
in writing) shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Obligations as a credit on
account of the purchase price for any collateral payable by Collateral Agent at
such sale.

SECTION 10. MISCELLANEOUS

      10.1. NOTICES. Unless otherwise specifically provided herein, any notice
or other communication herein required or permitted to be given to a Credit
Party, Syndication Agent, Collateral Agent, Administrative Agent, Swing Line
Lender or Issuing Bank, shall be sent to such Person's address as set forth on
Appendix B or in the other relevant Credit Document, and in the case of any
Lender, the address as indicated on Appendix B or otherwise indicated to
Administrative Agent in writing. Each notice hereunder shall be in writing and
may be personally served, telexed or sent by telefacsimile or United States mail
or courier service and shall be deemed to have been given when delivered in
person or by courier service and signed for against receipt thereof, upon
receipt of telefacsimile or telex, or three Business Days after depositing it in
the United States mail with postage prepaid and properly addressed; provided, no
notice to any Agent shall be effective until received by such Agent.

      10.2. EXPENSES. Whether or not the transactions contemplated hereby shall
be consummated, Company agrees to pay promptly (a) all the actual and reasonable
costs and expenses of preparation of the Credit Documents and any consents,
amendments, waivers or other modifications thereto; (b) all the costs of
furnishing all opinions by counsel for Company and the other Credit Parties; (c)
the reasonable fees, expenses and disbursements of counsel to Agents (in each
case including allocated costs of internal counsel) in connection with the
negotiation, preparation, execution and administration of the Credit Documents
and any consents, amendments, waivers or other modifications thereto and any
other documents or matters requested by Company; (d) all the actual costs and
reasonable expenses of creating and perfecting Liens in favor of Collateral
Agent, for the benefit of Lenders pursuant hereto, including filing and
recording fees, expenses and taxes, stamp or documentary taxes, search fees,
title insurance premiums and reasonable fees, expenses and disbursements of
counsel to each Agent and of counsel providing any opinions that any Agent or
Requisite Lenders may request in respect of the Collateral or the Liens created
pursuant to the Collateral Documents; (e) all the actual costs and reasonable
fees, expenses and disbursements of any auditors, accountants, consultants or
appraisers; (f) all the actual costs and reasonable expenses (including the
reasonable fees, expenses and disbursements of any appraisers, consultants,
advisors and agents employed or retained by Collateral Agent and its counsel) in
connection with the custody or preservation of any of the Collateral; (g) all
other actual and reasonable costs and expenses incurred by each Agent in
connection with the syndication of the Loans and Commitments and the
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Credit Documents and any consents, amendments, waivers or other modifications
thereto and the transactions contemplated thereby; and (h) after the occurrence
of a Default or an Event of Default, all costs and expenses, including
reasonable attorneys' fees (including allocated costs of internal counsel) and
costs of settlement, incurred by any Agent and Lenders in enforcing any
Obligations of or in collecting any payments due from any Credit Party hereunder
or under the other Credit Documents by reason of such Default or Event of
Default (including in connection with the sale of, collection from, or other
realization upon any of the Collateral or the enforcement of the Guaranty) or in
connection with any refinancing or restructuring of the credit arrangements
provided hereunder in the nature of a "work-out" or pursuant to any insolvency
or bankruptcy cases or proceedings. At the reasonable request of the Company,
Agents shall, in its sole discretion, use its commercially reasonable efforts to
provide back-up documentation for any of the above reimbursable costs, fees and
expenses; provided, however, the inability to provide such back-up documentation
shall not be a reason for the any Credit Party to object to or refuse
reimbursement of any such costs, fees and expenses.

      10.3. INDEMNITY.

            (a) In addition to the payment of expenses pursuant to Section 10.2,
whether or not the transactions contemplated hereby shall be consummated, each
Credit Party agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless, each Agent and Lender and the officers,
partners, directors, trustees, investment advisers, employees, agents and
Affiliates of each Agent and each Lender (each, an "INDEMNITEE"), from and
against any and all Indemnified Liabilities; provided, no Credit Party shall
have any obligation to any Indemnitee hereunder with respect to any Indemnified
Liabilities to the extent such Indemnified Liabilities arise from the gross
negligence or willful misconduct of that Indemnitee. To the extent that the
undertakings to defend, indemnify, pay and hold harmless set forth in this
Section 10.3 may be unenforceable in whole or in part because they are violative
of any law or public policy, the applicable Credit Party shall contribute the
maximum portion that it is permitted to pay and satisfy under applicable law to
the payment and satisfaction of all Indemnified Liabilities incurred by
Indemnitees or any of them.

            (b) To the extent permitted by applicable law, no Credit Party shall
assert, and each Credit Party hereby waives, any claim against Lenders, Agents
and their respective Affiliates, directors, employees, attorneys or agents, on
any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) (whether or not the claim
therefore is based on contract, tort or duty imposed by any applicable legal
requirement) arising out of, in connection with, arising out of, as a result of,
or in any way related to, this Agreement or any Credit Document or any agreement
or instrument contemplated hereby or thereby or referred to herein or therein,
the transactions contemplated hereby or thereby, any Loan or the use of the
proceeds thereof or any act or omission or event occurring in connection
therewith, and Holdings and Company hereby waives, releases and agrees not to
sue upon any such claim or any such damages, whether or not accrued and whether
or not known or suspected to exist in its favor.

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      10.4. SET-OFF. In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default each Lender is hereby authorized by each
Credit Party at any time or from time to time subject to the consent of
Administrative Agent (such consent not to be unreasonably withheld or delayed),
without notice to any Credit Party or to any other Person (other than
Administrative Agent), any such notice being hereby expressly waived, to set off
and to appropriate and to apply any and all deposits (general or special,
including Indebtedness evidenced by certificates of deposit, whether matured or
unmatured, but not including trust accounts) and any other Indebtedness at any
time held or owing by such Lender to or for the credit or the account of any
Credit Party against and on account of the obligations and liabilities of any
Credit Party to such Lender hereunder, the Letters of Credit and participations
therein and under the other Credit Documents, including all claims of any nature
or description arising out of or connected hereto, the Letters of Credit and
participations therein or with any other Credit Document, irrespective of
whether or not (a) such Lender shall have made any demand hereunder or (b) the
principal of or the interest on the Loans or any amounts in respect of the
Letters of Credit or any other amounts due hereunder shall have become due and
payable pursuant to Section 2 and although such obligations and liabilities, or
any of them, may be contingent or unmatured.

      10.5. AMENDMENTS AND WAIVERS.

            (a) Requisite Lenders' Consent. Subject to Section 10.5(b) and
10.5(c), no amendment, modification, termination or waiver of any provision of
the Credit Documents, or consent to any departure by any Credit Party therefrom,
shall in any event be effective without the written concurrence of the Requisite
Lenders.

            (b) Affected Lenders' Consent. Without the written consent of each
Lender (other than a Defaulting Lender) that would be affected thereby, no
amendment, modification, termination, or consent shall be effective if the
effect thereof would:

                  (i) extend the scheduled final maturity of any Loan or Note;

                  (ii) waive, reduce or postpone any Installment or other
      scheduled repayment (but not prepayment);

                  (iii) extend the stated expiration date of any Letter of
      Credit beyond the Revolving Commitment Termination Date;

                  (iv) reduce the rate of interest on any Loan (other than any
      waiver of any increase in the interest rate applicable to any Loan
      pursuant to Section 2.10) or any fee payable hereunder;

                  (v) extend the time for payment of any such interest or fees;

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                  (vi) reduce the principal amount of any Loan or any
      reimbursement obligation in respect of any Letter of Credit;

                  (vii) amend, modify, terminate or waive any provision of
      Section 2.17, this Section 10.5(b) or Section 10.5(c);

                  (viii) amend the definition of "REQUISITE LENDERS" or "PRO
      RATA SHARE";

                  (ix) release all or substantially all of the Collateral or all
      or substantially all of the Guarantors from the Guaranty except as
      expressly provided in the Credit Documents; or

                  (x) consent to the assignment or transfer by any Credit Party
      of any of its rights and obligations under any Credit Document.

            (c) Other Consents. No amendment, modification, termination or
waiver of any provision of the Credit Documents, or consent to any departure by
any Credit Party therefrom, shall:

                  (i) increase any Commitment of any Lender over the amount
      thereof then in effect without the consent of such Lender; provided, no
      amendment, modification or waiver of any condition precedent, covenant,
      Default or Event of Default shall constitute an increase in any Commitment
      of any Lender;

                  (ii) amend, modify, terminate or waive any provision hereof
      relating to the Swing Line Sublimit or the Swing Line Loans without the
      consent of Swing Line Lender;

                  (iii) amend the definition of "REQUISITE CLASS LENDERS"
      without the consent of Requisite Class Lenders of each Class;

                  (iv) amend or waive any mandatory prepayment or alter the
      required application of any repayments or prepayments as between Classes
      pursuant to Section 2.15 without the consent of Requisite Class Lenders of
      each Class which is being allocated a lesser repayment or prepayment as a
      result thereof; provided, Requisite Lenders may waive, in whole or in
      part, any prepayment so long as the application, as between Classes, of
      any portion of such prepayment which is still required to be made is not
      altered;

                  (v) amend, modify, terminate or waive any obligation of
      Lenders relating to the purchase of participations in Letters of Credit as
      provided in Section 2.4(e) without the written consent of Administrative
      Agent and of Issuing Bank; or

                  (vi) amend, modify, terminate or waive any provision of
      Section 9 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 consent of such Agent.

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            (d) Execution of Amendments, etc. Administrative Agent may, but
shall have no obligation to, with the concurrence of any Lender, execute
amendments, modifications, waivers or consents on behalf of such Lender. Any
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it was given. No notice to or demand on any Credit
Party in any case shall entitle any Credit Party to any other or further notice
or demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this Section 10.5
shall be binding upon each Lender at the time outstanding, each future Lender
and, if signed by a Credit Party, on such Credit Party.

      10.6. SUCCESSORS AND ASSIGNS; PARTICIPATIONS.

            (a) Generally. This Agreement shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lenders. No
Credit Party's rights or obligations hereunder nor any interest therein may be
assigned or delegated by any Credit Party without the prior written consent of
all Lenders. Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, Affiliates of each of the Agents and Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

            (b) Register. Company, Administrative Agent and Lenders shall deem
and treat the Persons listed as Lenders in the Register as the holders and
owners of the corresponding Commitments and Loans listed therein for all
purposes hereof, and no assignment or transfer of any such Commitment or Loan
shall be effective, in each case, unless and until an Assignment Agreement
effecting the assignment or transfer thereof shall have been delivered to and
accepted by Administrative Agent and recorded in the Register as provided in
Section 10.6(e). Prior to such recordation, all amounts owed with respect to the
applicable Commitment or Loan shall be owed to the Lender listed in the Register
as the owner thereof, and any request, authority or consent of any Person who,
at the time of making such request or giving such authority or consent, is
listed in the Register as a Lender shall be conclusive and binding on any
subsequent holder, assignee or transferee of the corresponding Commitments or
Loans.

            (c) Right to Assign. Each Lender shall have the right at any time to
sell, assign or transfer all or a portion of its rights and obligations under
this Agreement, including, without limitation, all or a portion of its
Commitment or Loans owing to it or other Obligation (provided, however, that
each such assignment shall be of a uniform, and not varying, percentage of all
rights and obligations under and in respect of any Loan and any related
Commitments):

                  (i) to any Person meeting the criteria of clause (i) of the
      definition of the term of "Eligible Assignee" upon the giving of notice to
      Company and Administrative Agent; and

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                  (ii) to any Person meeting the criteria of clause (ii) of the
      definition of the term of "Eligible Assignee" and, in the case of
      assignments of Revolving Loans or Revolving Commitments to any such Person
      (except in the case of assignments made by or to GSCP), consented to by
      each of Company and Administrative Agent (such consent not to be (x)
      unreasonably withheld or delayed or, (y) in the case of Company, required
      at any time an Event of Default shall have occurred and then be
      continuing); provided, further each such assignment pursuant to this
      Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A)
      $2,500,000 (or such lesser amount as may be agreed to by Company and
      Administrative Agent or as shall constitute the aggregate amount of the
      Revolving Commitments and Revolving Loans of the assigning Lender) with
      respect to the assignment of the Revolving Commitments and Revolving Loans
      and (B) $1,000,000 (or such lesser amount as may be agreed to by Company
      and Administrative Agent or as shall constitute the aggregate amount of
      the Term Loan of the assigning Lender) with respect to the assignment of
      Term Loans.

            (d) Mechanics. The assigning Lender and the assignee thereof shall
execute and deliver to Administrative Agent an Assignment Agreement, together
with such forms, certificates or other evidence, if any, with respect to United
States federal income tax withholding matters as the assignee under such
Assignment Agreement may be required to deliver to Administrative Agent pursuant
to Section 2.20(c).

            (e) Notice of Assignment. Upon its receipt of a duly executed and
completed Assignment Agreement (and any forms, certificates or other evidence
required by this Agreement in connection therewith), Administrative Agent shall
record the information contained in such Assignment Agreement in the Register,
shall give prompt notice thereof to Company and shall maintain a copy of such
Assignment Agreement.

            (f) Representations and Warranties of Assignee. Each Lender, upon
execution and delivery hereof or upon executing and delivering an Assignment
Agreement, as the case may be, represents and warrants as of the Closing Date or
as of the applicable Effective Date (as defined in the applicable Assignment
Agreement) that (i) it is an Eligible Assignee; (ii) it has experience and
expertise in the making of or investing in commitments or loans such as the
applicable Commitments or Loans, as the case may be; and (iii) it will make or
invest in, as the case may be, its Commitments or Loans for its own account in
the ordinary course of its business and without a view to distribution of such
Commitments or Loans within the meaning of the Securities Act or the Exchange
Act or other federal securities laws (it being understood that, subject to the
provisions of this Section 10.6, the disposition of such Commitments or Loans or
any interests therein shall at all times remain within its exclusive control).

            (g) Effect of Assignment. Subject to the terms and conditions of
this Section 10.6, as of the "Effective Date" specified in the applicable
Assignment Agreement: (i) the assignee thereunder shall have the rights and
obligations of a "Lender" hereunder to the extent such rights and obligations
hereunder have been assigned to it pursuant to such Assignment Agreement and
shall thereafter be a party hereto and a "Lender" for all purposes hereof; (ii)
the assigning Lender thereunder shall, to the extent that rights and obligations
hereunder have been assigned thereby pursuant to such Assignment Agreement,
relinquish its rights (other than any

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rights which survive the termination hereof under Section 10.8) and be released
from its obligations hereunder (and, in the case of an Assignment Agreement
covering all or the remaining portion of an assigning Lender's rights and
obligations hereunder, such Lender shall cease to be a party hereto; provided,
anything contained in any of the Credit Documents to the contrary
notwithstanding, (y) Issuing Bank shall continue to have all rights and
obligations thereof with respect to such Letters of Credit until the
cancellation or expiration of such Letters of Credit and the reimbursement of
any amounts drawn thereunder and (z) such assigning Lender shall continue to be
entitled to the benefit of all indemnities hereunder as specified herein with
respect to matters arising out of the prior involvement of such assigning Lender
as a Lender hereunder); (iii) the Commitments shall be modified to reflect the
Commitment of such assignee and any Revolving Commitment of such assigning
Lender, if any; and (iv) if any such assignment occurs after the issuance of any
Note hereunder, the assigning Lender shall, upon the effectiveness of such
assignment or as promptly thereafter as practicable, surrender its applicable
Notes to Administrative Agent for cancellation, and thereupon Company shall
issue and deliver new Notes, if so requested by the assignee and/or assigning
Lender, to such assignee and/or to such assigning Lender, with appropriate
insertions, to reflect the new Revolving Commitments and/or outstanding Loans of
the assignee and/or the assigning Lender.

            (h) Participations. Each Lender shall have the right at any time to
sell one or more participations to any Person (other than Holdings, any of its
Subsidiaries or any of its Affiliates) in all or any part of its Commitments,
Loans or in any other Obligation. The holder of any such participation, other
than an Affiliate of the Lender granting such participation, shall not be
entitled to require such Lender to take or omit to take any action hereunder
except with respect to any amendment, modification or waiver that would (i)
extend the final scheduled maturity of any Loan, Note or Letter of Credit
(unless such Letter of Credit is not extended beyond the Revolving Commitment
Termination Date) in which such participant is participating, or reduce the rate
or extend the time of payment of interest or fees thereon (except in connection
with a waiver of applicability of any post-default increase in interest rates)
or reduce the principal amount thereof, or increase the amount of the
participant's participation over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Commitment shall not constitute a change in the terms of such
participation, and that an increase in any Commitment or Loan shall be permitted
without the consent of any participant if the participant's participation is not
increased as a result thereof), (ii) consent to the assignment or transfer by
any Credit Party of any of its rights and obligations under this Agreement or
(iii) release all or substantially all of the Collateral under the Collateral
Documents (except as expressly provided in the Credit Documents) supporting the
Loans hereunder in which such participant is participating. Company agrees that
each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and
2.20 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (c) of this Section; provided, (i) a
participant shall not be entitled to receive any greater payment under Section
2.19 or 2.20 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such participant, unless the sale of the
participation to such participant is made with Company's prior written consent
and (ii) a participant that would be a Non-US Lender if it were a Lender shall
not be entitled to the benefits of Section 2.20 unless Company is notified of
the participation sold to such participant and such participant agrees, for the
benefit of Company, to comply with Section 2.20 as though it were a Lender. To
the extent permitted by

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law, each participant also shall be entitled to the benefits of Section 10.4 as
though it were a Lender, provided such Participant agrees to be subject to
Section 2.17 as though it were a Lender.

            (i) Certain Other Assignments. In addition to any other assignment
permitted pursuant to this Section 10.6, (i) any Lender may assign and/or pledge
all or any portion of its Loans, the other Obligations owed by or to such
Lender, and its Notes, if any, to secure obligations of such Lender including,
without limitation, any Federal Reserve Bank as collateral security pursuant to
Regulation A of the Board of Governors of the Federal Reserve System and any
operating circular issued by such Federal Reserve Bank; provided, no Lender, as
between Company and such Lender, shall be relieved of any of its obligations
hereunder as a result of any such assignment and pledge, and provided further,
in no event shall the applicable Federal Reserve Bank, pledgee or trustee be
considered to be a "Lender" or be entitled to require the assigning Lender to
take or omit to take any action hereunder.

      10.7.   INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or would otherwise be within the limitations of, another covenant shall not
avoid the occurrence of a Default or an Event of Default if such action is taken
or condition exists.

      10.8.   SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations, warranties and agreements made herein shall survive the
execution and delivery hereof and the making of any Credit Extension.
Notwithstanding anything herein or implied by law to the contrary, the
agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2,
10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.17, 9.3(b)
and 9.6 shall survive the payment of the Loans, the cancellation or expiration
of the Letters of Credit and the reimbursement of any amounts drawn thereunder,
and the termination hereof.

      10.9.   NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part of
any Agent or any Lender in the exercise of any power, right or privilege
hereunder or under any other Credit Document shall impair such power, right or
privilege or be construed to be a waiver of any default or acquiescence therein,
nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other power, right or
privilege. The rights, powers and remedies given to each Agent and each Lender
hereby are cumulative and shall be in addition to and independent of all rights,
powers and remedies existing by virtue of any statute or rule of law or in any
of the other Credit Documents or any of the Hedge Agreements. Any forbearance or
failure to exercise, and any delay in exercising, any right, power or remedy
hereunder shall not impair any such right, power or remedy or be construed to be
a waiver thereof, nor shall it preclude the further exercise of any such right,
power or remedy.

      10.10.  MARSHALLING; PAYMENTS SET ASIDE. Neither any Agent nor any Lender
shall be under any obligation to marshal any assets in favor of any Credit Party
or any other Person or against or in payment of any or all of the Obligations.
To the extent that any Credit Party makes a payment or payments to
Administrative Agent or Lenders (or to Administrative Agent, on behalf of
Lenders), or Administrative Agent or Lenders enforce any security interests or
exercise their rights of setoff, and such payment or payments or the proceeds of
such enforcement or setoff or any part thereof are subsequently invalidated,
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set aside and/or required to be repaid to a trustee, receiver or any other party
under any bankruptcy law, any other state or federal law, common law or any
equitable cause, then, to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied, and all Liens, rights and remedies
therefore or related thereto, shall be revived and continued in full force and
effect as if such payment or payments had not been made or such enforcement or
setoff had not occurred.

      10.11. SEVERABILITY. In case any provision in or obligation hereunder or
any Note shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

      10.12. OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS. The
obligations of Lenders hereunder are several and no Lender shall be responsible
for the obligations or Commitment of any other Lender hereunder. Nothing
contained herein or in any other Credit Document, and no action taken by Lenders
pursuant hereto or thereto, shall be deemed to constitute Lenders as a
partnership, an association, a joint venture or any other kind of entity. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt, and each Lender shall be entitled to protect and enforce its
rights arising out hereof and it shall not be necessary for any other Lender to
be joined as an additional party in any proceeding for such purpose.

      10.13. HEADINGS. Section headings herein are included herein for
convenience of reference only and shall not constitute a part hereof for any
other purpose or be given any substantive effect.

      10.14. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT
OF LAWS PRINCIPLES THEREOF.

      10.15. CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST
ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT,

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OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING
AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE
NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (b) WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN
ACCORDANCE WITH SECTION 10.1; (d) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (c)
ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT
PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES
EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (e) AGREES AGENTS AND
LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER
JURISDICTION.

      10.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO
WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR
ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND
ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT
EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH
PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER
WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION
10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR
ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THE LOANS

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MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.

      10.17. CONFIDENTIALITY. Each Lender shall hold all non-public information
regarding Company and its Subsidiaries and their businesses identified as such
by Company and obtained by such Lender pursuant to the requirements hereof in
accordance with such Lender's customary procedures for handling confidential
information of such nature and in accordance with prudent lending or investing
practices, it being understood and agreed by Company that, in any event, a
Lender may make (i) disclosures of such information to Affiliates of such Lender
and to their agents and advisors (and to other persons authorized by a Lender or
Agent to organize, present or disseminate such information in connection with
disclosures otherwise made in accordance with this Section 10.17), (ii)
disclosures of such information reasonably required by any bona fide or
potential assignee, transferee or participant in connection with the
contemplated assignment, transfer or participation by such Lender of any Loans
or any participations therein or by any direct or indirect contractual
counterparties (or the professional advisors thereto) in Hedge Agreements
(provided, such counterparties and advisors are advised of and agree to be bound
by the provisions of this Section 10.17), (iii) disclosure to any rating agency
when required by it, provided that, prior to any disclosure, such rating agency
shall undertake in writing to preserve the confidentiality of any confidential
information relating to the Credit Parties received by it from any of the Agents
or any Lender, and (iv) disclosures required or requested by any governmental
agency or representative thereof or by the NAIC or pursuant to legal or judicial
process; provided, unless specifically prohibited by applicable law or court
order, each Lender shall make reasonable efforts to notify Company of any
request by any governmental agency or representative thereof (other than any
such request in connection with any examination of the financial condition or
other routine examination of such Lender by such governmental agency) for
disclosure of any such non-public information prior to disclosure of such
information. Notwithstanding anything to the contrary set forth herein, each
party (and each of their respective employees, representatives or other agents)
may disclose to any and all persons, without limitations of any kind, the tax
treatment and tax structure of the transactions contemplated by this Agreement
and all materials of any kind (including opinions and other tax analyses) that
are provided to any such party relating to such tax treatment and tax structure.
However, any information relating to the tax treatment or tax structure shall
remain subject to the confidentiality provisions hereof (and the foregoing
sentence shall not apply) to the extent reasonably necessary to enable the
parties hereto, their respective Affiliates, and their and their respective
Affiliates' directors and employees to comply with applicable securities laws.
For this purpose, "tax structure" means any facts relevant to the federal income
tax treatment of the transactions contemplated by this Agreement but does not
include information relating to the identity of any of the parties hereto or any
of their respective Affiliates.

      10.18. PRESS RELEASES AND RELATED MATTERS. Each Credit Party executing
this Agreement agrees that neither it nor its Affiliates will in the future
issue any press releases or other public disclosure using the name of GECC or
its affiliates or referring to this Agreement or the other Credit Documents
without at least two (2)

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Business Days' prior notice to GECC and without the prior written consent of
GECC unless (and only to the extent that) such Credit Party or Affiliate is
required to do so under law and then, in any event, such Credit Party or
Affiliate will consult with GECC before issuing such press release or other
public disclosure. Each Credit Party consents to the publication by
Administrative Agent or any Lender of advertising material relating to the
financing transactions contemplated by this Agreement using Company's name,
product photographs, logo or trademark. Administrative Agent or such Lender
shall provide a draft of any advertising material to each Credit Party for
review and comment prior to the publication thereof. Administrative Agent
reserves the right to provide to industry trade organizations information
necessary and customary for inclusion in league table measurements.

      10.19. USURY SAVINGS CLAUSE. Notwithstanding any other provision herein,
the aggregate interest rate charged with respect to any of the Obligations,
including all charges or fees in connection therewith deemed in the nature of
interest under applicable law shall not exceed the Highest Lawful Rate. If the
rate of interest (determined without regard to the preceding sentence) under
this Agreement at any time exceeds the Highest Lawful Rate, the outstanding
amount of the Loans made hereunder shall bear interest at the Highest Lawful
Rate until the total amount of interest due hereunder equals the amount of
interest which would have been due hereunder if the stated rates of interest set
forth in this Agreement had at all times been in effect. In addition, if when
the Loans made hereunder are repaid in full the total interest due hereunder
(taking into account the increase provided for above) is less than the total
amount of interest which would have been due hereunder if the stated rates of
interest set forth in this Agreement had at all times been in effect, then to
the extent permitted by law, Company shall pay to Administrative Agent an amount
equal to the difference between the amount of interest paid and the amount of
interest which would have been paid if the Highest Lawful Rate had at all times
been in effect. Notwithstanding the foregoing, it is the intention of Lenders
and Company to conform strictly to any applicable usury laws. Accordingly, if
any Lender contracts for, charges, or receives any consideration which
constitutes interest in excess of the Highest Lawful Rate, then any such excess
shall be cancelled automatically and, if previously paid, shall at such Lender's
option be applied to the outstanding amount of the Loans made hereunder or be
refunded to Company.

      10.20. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.

      10.21. USA PATRIOT ACT. Each Lender hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "ACT"), it is required to obtain,
verify and record information that identifies the Company, which information
includes the name and address of the Company and other information that will
allow such Lender to identify the Company in accordance with the Act.

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<PAGE>
      10.22. EFFECTIVENESS. This Agreement shall become effective upon the
execution of a counterpart hereof by each of the parties hereto and receipt by
Company and Administrative Agent of written or telephonic notification of such
execution and authorization of delivery thereof.

                  [Remainder of page intentionally left blank]

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      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

                                     AMERICAN REPROGRAPHICS COMPANY, L.L.C.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     AMERICAN REPROGRAPHICS HOLDINGS, L.L.C.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

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GUARANTOR SUBSIDIARIES

                                     ARC ACQUISITION CORPORATION

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     BLUE PRINT SERVICE COMPANY, INC.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     INPRINT CORPORATION

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     RHODE ISLAND BLUEPRINT CO.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     OLYMPIC BLUEPRINT CO., INC.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

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                                     LEET-MELBROOK, INC.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     PENINSULA BLUEPRINT, INC.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     STRATO REPROGRAPHIX, INC.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     QUALITY REPROGRAPHIC SERVICES, INC.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     MIRROR PLUS TECHNOLOGIES, INC.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

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                                     E. PAVILION, L.L.C.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     FRANKLIN GRAPHICS CORPORATION

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     ENGINEERING REPRO SYSTEMS, INC.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     WEST SIDE REPROGRAPHICS, INC.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     CITY BLUEPRINT AND SUPPLY CO.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

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                                     DUNN BLUE PRINT COMPANY

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     TAMPA REPROGRAPHICS & SUPPLY COMPANY

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     OCB, LLC

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     COMMERCIAL GRAPHICS CORPORATION

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

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                                     FORD S.F., L.L.C.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     A&E ARCHITECTURAL & ENGINEERING SUPPLY
                                     COMPANY

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     APPLICAD GRAPHICS, L.L.C.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     RIDGWAY'S, LTD.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     SOUTHWESTERN REPROGRAPHICS, INC.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

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                                     REPROGRAPHICS NORTHWEST, LLC

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     WILCO REPROGRAPHICS, INC.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     BPI REPRO, LLC

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     RIDGWAY'S GP, LLC

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     RIDGWAY'S LP, LLC

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

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                                     THE PEiR GROUP, LLC

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     THE PEiR GROUP INTERNATIONAL, LLC

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     LICENSING SERVICES INTERNATIONAL, LLC

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     PLANWELL, LLC

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

                                     AMERICAN REPROGRAPHICS MIDCO, L.L.C.

                                     By: /s/ Mark W. Legg
                                        ----------------------------------------
                                     Name: Mark W. Legg
                                     Title: Chief Financial Officer

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<PAGE>

LENDERS

                                 GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                 as Lead Arranger, Sole Bookrunner, Syndication
                                 Agent, and a Lender

                                 By: /s/ W. W. Archer
                                     -------------------------------------------
                                 Name:      William Archer
                                            Authorized Signatory

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                                GENERAL ELECTRIC CAPITAL CORPORATION,
                                as Administrative Agent, Collateral Agent, Swing
                                Line Lender, Issuing Bank and a Lender

                                By: /s/ Woodrow Broaders, Jr.
                                    --------------------------------------------
                                    Name:  Woodrow Broaders, Jr.
                                    Title:   As Its Duly Authorized Signatory

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<PAGE>

                                 LASALLE BANK NATIONAL ASSOCIATION,
                                 as a Lender

                                 By: /s/ Garett Gilles
                                    --------------------------------------------
                                    Name: Garett Gilles
                                    Title: Loan Officer

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                                                                    APPENDIX A-1
                                                TO CREDIT AND GUARANTY AGREEMENT


                              TERM LOAN COMMITMENTS

<TABLE>
<CAPTION>
================================================================================
                                                                        PRO
         LENDER                        TERM LOAN COMMITMENT         RATA SHARE
================================================================================
<S>                                    <C>                          <C>
Goldman Sachs Credit Partners L.P.      $100,000,000.00                 100%
--------------------------------------------------------------------------------
    TOTAL                               $100,000,000.00                 100%
================================================================================
</TABLE>



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                                                                    APPENDIX A-2
                                                TO CREDIT AND GUARANTY AGREEMENT


                              REVOLVING COMMITMENTS

<TABLE>
<CAPTION>
==================================================================================
            LENDER                        REVOLVING COMMITMENT      PRO RATA SHARE
==================================================================================
<S>                                       <C>                       <C>
Goldman Sachs Credit Partners L.P.           $ 5,000,000.00             16.67%
----------------------------------------------------------------------------------
General Electric Capital Corporation         $15,000,000.00             50.00%
----------------------------------------------------------------------------------
LaSalle Bank National Association            $10,000,000.00             33.33%
----------------------------------------------------------------------------------
    TOTAL                                    $30,000,000.00               100%
==================================================================================
</TABLE>


                                  APPENDIX A-2
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<PAGE>
                                                                      APPENDIX B
                                                TO CREDIT AND GUARANTY AGREEMENT

                                NOTICE ADDRESSES



AMERICAN REPROGRAPHICS COMPANY, L.L.C.
700 North Central Avenue, Suite 550
Glendale, CA  91203
Attention:     Chief Financial Officer
Telecopier:    (626) 441-6649


AMERICAN REPROGRAPHICS HOLDINGS, L.L.C.
700 North Central Avenue, Suite 550
Glendale, CA  91203
Attention:     Chief Financial Officer
Telecopier:    (626) 441-6649


FOR EACH GUARANTOR SUBSIDIARY:
700 North Central Avenue, Suite 550
Glendale, CA  91203
Attention:     Chief Financial Officer
Telecopier:    (626) 441-6649


in each case, with a copy to:

CODE HENNESSY & SIMMONS
10 South Wacker Drive, Suite 3175
Chicago, IL  60606

Attention:     Thomas J. Formolo
Telecopier:    (312) 876-3851



                                  APPENDIX-B-1
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<PAGE>

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Lead Arranger, Sole Bookrunner, Syndication Agent and a Lender

         Goldman Sachs Credit Partners L.P.
         85 Broad Street
         New York, New York  10004
         Attention:  Elizabeth Fischer
         Telecopier:  (212) 357-0932

with a copy to:

         Goldman Sachs Credit Partners L.P.
         85 Broad Street
         New York, New York  10004
         Attention: [Lisa Perrotto]
         Telecopier:  212-346-2608



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<PAGE>

GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent, Collateral Agent,
Swing Line Lender, Issuing Bank and a Lender


Administrative Agent's, Collateral Agent's, Swing Line Lender's
And Issuing Bank's Principal Office:

         General Electric Capital Corporation
         500 West Monroe Street
         Chicago, Illinois  60661
         Attention: American Reprographics Company Account Officer
         Telecopier:  312-441-6158

in each case, with a copy to:

         General Electric Capital Corporation
         201 High Ridge Road
         Stamford, Connecticut  06927-5100
         Attention: Corporate Counsel,
         Corporate Financial Services - Global Sponsor Finance
         Telecopier: 203-316-7899

and

         General Electric Capital Corporation
         500 West Monroe Street
         Chicago, Illinois  60661
         Attention: Corporate Counsel,
         Corporate Financial Services - Global Sponsor Finance
         Telecopier:  312-441-6876




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                                                                  EXHIBIT B-1 TO
                                                   CREDIT AND GUARANTY AGREEMENT

                                 TERM LOAN NOTE

#[1][___,___,___]                                              December __, 2003
                                                              New York, New York



         FOR VALUE RECEIVED, AMERICAN REPROGRAPHICS COMPANY, L.L.C., A
CALIFORNIA LIMITED LIABILITY COMPANY ("COMPANY"), promises to pay [NAME OF
LENDER] ("PAYEE") or its registered assigns the principal amount of [DOLLARS]
($[1][___,___,___]) in the installments referred to below.

         Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Credit and Guaranty Agreement, dated as of December __, 2003 (as it may be
amended, supplemented or otherwise modified, the "CREDIT AGREEMENT"; the terms
defined therein and not otherwise defined herein being used herein as therein
defined), by and among Company, AMERICAN REPROGRAPHICS HOLDINGS, L.L.C., certain
Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to
time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead Arranger, Sole Book Runner and
Syndication Agent, and GENERAL ELECTRIC CAPITAL CORPORATION as Administrative
Agent and as Collateral Agent.

         Company shall make principal payments on this Note as set forth in
Section 2.12 of the Credit Agreement.

         This Note is one of the "Term Loan Notes" in the aggregate principal
amount of $100,000,000 and is issued pursuant to and entitled to the benefits of
the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Term Loan evidenced hereby
was made and is to be repaid and may be transferred or assigned.

         All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
Principal Office of Administrative Agent or at such other place as shall be
designated in writing for such purpose in accordance with the terms of the
Credit Agreement. Unless and until an Assignment Agreement effecting the
assignment or transfer of the obligations evidenced hereby shall have been
accepted by Administrative Agent and recorded in the Register, Company, each
Agent and Lenders shall be entitled to deem and treat Payee as the owner and
holder of this Note and the obligations evidenced hereby. Payee hereby agrees,
by its acceptance hereof, that before disposing of this Note or any part hereof
it will make a notation hereon of all principal payments previously made


----------
[1] Lender's Term Loan Commitment


                                 EXHIBIT B-1-1

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<PAGE>
hereunder and of the date to which interest hereon has been paid; provided, the
failure to make a notation of any payment made on this Note shall not limit or
otherwise affect the obligations of Company hereunder with respect to payments
of principal of or interest on this Note.

         This Note is subject to mandatory prepayment and to prepayment at the
option of Company, each as provided in the Credit Agreement.

         THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES THEREOF.

         Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

         The terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.

         No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligations of Company,
which are absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency herein
prescribed.

         Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in the Credit Agreement, incurred in the
collection and enforcement of this Note. Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand hereunder.

         IN WITNESS WHEREOF, Company has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at the
place first written above.

                                          AMERICAN REPROGRAPHICS COMPANY, L.L.C.

                                          By:
                                             -----------------------------------
                                          Title:




                                 EXHIBIT B-1-2

FIRST LIEN
CREDIT AND GUARANTY AGREEMENT
824323-New York Server 7A
<PAGE>
                                                                  EXHIBIT B-2 TO
                                                   CREDIT AND GUARANTY AGREEMENT

                               REVOLVING LOAN NOTE

$[1][___,___,___]                                              December __, 2003
                                                              New York, New York

         FOR VALUE RECEIVED, AMERICAN REPROGRAPHICS COMPANY, L.L.C., a
California limited liability company ("COMPANY"), promises to pay [NAME OF
LENDER] ("PAYEE") or its registered assigns, on or before December __, 2008, the
lesser of (a) [l] [DOLLARS] ($[l][___,___,___]) and (b) the unpaid principal
amount of all advances made by Payee to Company as Revolving Loans under the
Credit Agreement referred to below.

         Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Credit and Guaranty Agreement, dated as of December __, 2003 (as it may be
amended, supplemented or otherwise modified, the "CREDIT AGREEMENT"; the terms
defined therein and not otherwise defined herein being used herein as therein
defined), by and among Company, AMERICAN REPROGRAPHICS HOLDINGS, L.L.C., certain
Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to
time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead Arranger, Sole Book Runner and
Syndication Agent, and GENERAL ELECTRIC CAPITAL CORPORATION as Administrative
Agent and as Collateral Agent.

         This Note is one of the "Revolving Loan Notes" in the aggregate
principal amount of $30,000,000 and is issued pursuant to and entitled to the
benefits of the Credit Agreement, to which reference is hereby made for a more
complete statement of the terms and conditions under which the Loans evidenced
hereby were made and are to be repaid and may be transferred or assigned.

         All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
Principal Office of Administrative Agent or at such other place as shall be
designated in writing for such purpose in accordance with the terms of the
Credit Agreement. Unless and until an Assignment Agreement effecting the
assignment or transfer of the obligations evidenced hereby shall have been
accepted by Administrative Agent and recorded in the Register, Company, each
Agent and Lenders shall be entitled to deem and treat Payee as the owner and
holder of this Note and the obligations evidenced hereby. Payee hereby agrees,
by its acceptance hereof, that before disposing of this Note or any part hereof
it will make a notation hereon of all principal payments previously made
hereunder and of the date to which interest hereon has been paid; provided, the
failure to make a notation of any payment made on this Note shall not limit or
otherwise affect the obligations of Company hereunder with respect to payments
of principal of or interest on this Note.




----------
[1] Lender's Revolving Credit Commitment


                                 EXHIBIT B-2-1
FIRST LIEN
CREDIT AND GUARANTY AGREEMENT
824323-New York Server 7A
<PAGE>
         This Note is subject to mandatory prepayment and to prepayment at the
option of Company, each as provided in the Credit Agreement.

         THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.

         Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

         The terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.

         No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligations of Company,
which are absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency herein
prescribed.

         Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in the Credit Agreement, incurred in the
collection and enforcement of this Note. Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand hereunder.

         IN WITNESS WHEREOF, Company has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at the
place first written above.

                                      AMERICAN REPROGRAPHICS COMPANY, L.L.C.

                                      By:
                                         --------------------------------------
                                      Title:


                                 EXHIBIT B-2-2



FIRST LIEN
CREDIT AND GUARANTY AGREEMENT
824323-New York Server 7A

<PAGE>
                                 TRANSACTIONS ON
                               REVOLVING LOAN NOTE


<TABLE>
<CAPTION>
                      Amount of Loan     Amount of Principal     Outstanding Principal
    Date              Made This Date        Paid This Date         Balance This Date       Notation Made By
-----------------------------------------------------------------------------------------------------------
<S>                   <C>                <C>                     <C>                       <C>
</TABLE>




                                 EXHIBIT B-2-3
FIRST LIEN
CREDIT AND GUARANTY AGREEMENT
824323-New York Server 7A
<PAGE>
                                                                  EXHIBIT B-3 TO
                                                   CREDIT AND GUARANTY AGREEMENT


                                SWING LINE NOTE



#[1][___,___,___]                                              December __, 2003
                                                              New York, New York

         FOR VALUE RECEIVED, AMERICAN REPROGRAPHICS COMPANY, L.L.C., a
California limited liability company ("COMPANY"), promises to pay to GENERAL
ELECTRIC CAPITAL CORPORATION ("GECC"), as Swing Line Lender ("Payee"), on or
before December __, 2008, the lesser of (a) [1] [DOLLARS]; ($[___,___,___]) and
(b) the unpaid principal amount of all advances made by Payee to Company as
Swing Line Loans under the Credit Agreement referred to below.

         Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Credit and Guaranty Agreement, dated as of December __, 2003 (as it may be
amended, supplemented or otherwise modified, the "CREDIT AGREEMENT"; the terms
defined therein and not otherwise defined herein being used herein as therein
defined), by and among Company, AMERICAN REPROGRAPHICS HOLDINGS, L.L.C., certain
Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to
time, GOLDMAN SACHS CREDIT PARTNERS, L.P., as Lead Arranger, Sole Book Runner
and Syndication Agent, and GECC as Administrative Agent and as Collateral Agent.

         This Note is the "Swing Line Note" and is issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Swing Line Loans evidenced hereby were made and are to be repaid and may be
transferred or assigned.

         All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
Principal Office of Swing Line Lender or at such other place as shall be
designated in writing for such purpose in accordance with the terms of the
Credit Agreement.

         This Note is subject to mandatory prepayment and to prepayment at the
option of Company, each as provided in the Credit Agreement.

         THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.




----------
[1] Swing Line Sublimit



                                 EXHIBIT B-3-1
FIRST LIEN
CREDIT AND GUARANTY AGREEMENT
824323-New York Server 7A
<PAGE>
         Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

         The terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.

         No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligations of Company,
which are absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency herein
prescribed.

         Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in the Credit Agreement, incurred in the
collection and enforcement of this Note. Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand hereunder.

         IN WITNESS WHEREOF, Company has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at the
place first written above.

                                      AMERICAN REPROGRAPHICS COMPANY, L.L.C.

                                      By:
                                          --------------------------------------
                                      Title:


                                 EXHIBIT B-3-2

FIRST LIEN
CREDIT AND GUARANTY AGREEMENT
824323-New York Server 7A
<PAGE>
                                TRANSACTIONS ON
                                SWING LINE NOTE

<TABLE>
<CAPTION>
                                                                   Outstanding
               Amount of Loan Made     Amount of Principal      Principal Balance
     Date           This Date            Paid This Date            This Date          Notation Made By
------------------------------------------------------------------------------------------------------
<S>            <C>                     <C>                      <C>                   <C>

</TABLE>



                                 EXHIBIT B-3-3
FIRST LIEN
CREDIT AND GUARANTY AGREEMENT
824323-New York Server 7A

<PAGE>


                                  EXHIBIT I TO
                          CREDIT AND GUARANTY AGREEMENT

                          PLEDGE AND SECURITY AGREEMENT


FIRST LIEN
PLEDGE AND SECURITY AGREEMENT
<PAGE>
                          PLEDGE AND SECURITY AGREEMENT



                          DATED AS OF DECEMBER 18, 2003


                                     BETWEEN


                        EACH OF THE GRANTORS PARTY HERETO


                                       AND

                      GENERAL ELECTRIC CAPITAL CORPORATION,

                             AS THE COLLATERAL AGENT



FIRST LIEN
PLEDGE AND SECURITY AGREEMENT
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                               PAGE
                                                                               ----
<S>                                                                            <C>
SECTION 1. DEFINITIONS; GRANT OF SECURITY........................................1
   1.1     General Definitions...................................................1
   1.2     Definitions; Interpretation...........................................8

SECTION 2. GRANT OF SECURITY.....................................................8
   2.1     Grant of Security.....................................................8
   2.2     Certain Limited Exclusions............................................9

SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE......................9
   3.1     Security for Obligations..............................................9
   3.2     Continuing Liability Under Collateral................................10

SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS.........................10
   4.1     Generally............................................................10
   4.2     Equipment and Inventory..............................................13
   4.3     Receivables..........................................................15
   4.4     Investment Related Property..........................................17
   4.5     Material Contracts...................................................23
   4.6     Letter of Credit Rights..............................................24
   4.7     Intellectual Property................................................24
   4.8     Commercial Tort Claims...............................................28

SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL
GRANTORS........................................................................28
   5.1     Access; Right of Inspection..........................................28
   5.2     Further Assurances...................................................28
   5.3     Additional Grantors..................................................29

SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT..........................30
   6.1     Power of Attorney....................................................30
   6.2     No Duty on the Part of Collateral Agent or Secured Parties...........31

SECTION 7. REMEDIES.............................................................31
   7.1     Generally............................................................31
   7.2     Application of Proceeds..............................................32
   7.3     Sales on Credit......................................................33
   7.4     Deposit Accounts.....................................................33
   7.5     Investment Related Property..........................................33
   7.6     Intellectual Property................................................33
   7.7     Cash Proceeds........................................................35

SECTION 8. COLLATERAL AGENT.....................................................36

SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS......................36
</TABLE>


                                       i

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PLEDGE AND SECURITY AGREEMENT
<PAGE>

<TABLE>
<S>                                                                             <C>
SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM......................37

SECTION 11. MISCELLANEOUS.......................................................37
</TABLE>


SCHEDULE 4.1 -- GENERAL INFORMATION

SCHEDULE 4.2  -- LOCATION OF EQUIPMENT AND INVENTORY

SCHEDULE 4.4 -- INVESTMENT RELATED PROPERTY

SCHEDULE 4.5 -- MATERIAL CONTRACTS

SCHEDULE 4.6 -- DESCRIPTION OF LETTERS OF CREDIT

SCHEDULE 4.7 -- INTELLECTUAL PROPERTY - EXCEPTIONS

SCHEDULE 4.8 -- COMMERCIAL TORT CLAIMS

EXHIBIT A -- PLEDGE SUPPLEMENT

EXHIBIT B -- UNCERTIFICATED SECURITIES CONTROL AGREEMENT

EXHIBIT C -- SECURITIES ACCOUNT CONTROL AGREEMENT

EXHIBIT D -- DEPOSIT ACCOUNT CONTROL AGREEMENT



                                       ii
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PLEDGE AND SECURITY AGREEMENT


<PAGE>
                  This PLEDGE AND SECURITY AGREEMENT, dated as of December 18,
2003 (this "AGREEMENT"), between EACH OF THE UNDERSIGNED, whether as an original
signatory hereto or as an Additional Grantor (as herein defined) (each, a
"GRANTOR"), and GENERAL ELECTRIC CAPITAL CORPORATION ("GECC"), as collateral
agent for the Secured Parties (as herein defined) (in such capacity as
collateral agent, the "COLLATERAL AGENT").

                                    RECITALS:

         WHEREAS, reference is made to that certain Credit and Guaranty
Agreement, dated as of the date hereof (as it may be amended, restated,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"),
by and among AMERICAN REPROGRAPHICS COMPANY, L.L.C., a California limited
liability company ("COMPANY"), AMERICAN REPROGRAPHICS HOLDINGS, L.L.C., (f/k/a
Ford Graphics Holdings, L.L.C.) a California limited liability company
("HOLDINGS"), CERTAIN SUBSIDIARIES OF COMPANY, the Lenders party thereto from
time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead Arranger, Sole Book
Runner and Syndication Agent, and GECC as Administrative Agent and Collateral
Agent;

         WHEREAS, subject to the terms and conditions of the Credit Agreement,
certain Grantors may enter into one or more Hedge Agreements (as herein defined)
with one or more Lender Counterparties;

         WHEREAS, in consideration of the extensions of credit and other
accommodations of Lenders and Lender Counterparties as set forth in the Credit
Agreement and the Hedge Agreements, respectively, each Grantor has agreed to
secure such Grantor's obligations under the Credit Documents and the Hedge
Agreements as set forth herein; and

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, each Grantor and the Collateral Agent
agree as follows:


SECTION 1. DEFINITIONS; GRANT OF SECURITY.

         1.1 GENERAL DEFINITIONS. In this Agreement, the following terms shall
have the following meanings:

                  "ACCOUNT DEBTOR" shall mean each Person who is obligated on a
Receivable or any Supporting Obligation related thereto.

                  "ACCOUNTS" shall mean all "accounts" as defined in Article 9
of the UCC.

                  "AGREEMENT" shall have the meaning set forth in the preamble.

                  "ADDITIONAL GRANTORS" shall have the meaning assigned in
Section 5.3.

                  "ASSIGNED AGREEMENTS" shall mean all agreements and contracts
to which such Grantor is a party as of the date hereof, or to which such Grantor
becomes a party after the date

FIRST LIEN
PLEDGE AND SECURITY AGREEMENT
<PAGE>

hereof, including, without limitation, each Material Contract, as each such
agreement may be amended, supplemented or otherwise modified from time to time.

                  "BANKRUPTCY CODE" as defined in the Credit Agreement.

                  "CAPITAL LEASE" as defined in the Credit Agreement.

                  "CAPITAL STOCK" as defined in the Credit Agreement.

                  "CASH PROCEEDS" shall have the meaning assigned in Section
7.7.

                  "CHATTEL PAPER" shall mean all "chattel paper" as defined in
Article 9 of the UCC, including, without limitation, "electronic chattel paper"
or "tangible chattel paper", as each term is defined in Article 9 of the UCC.

                  "COLLATERAL" shall have the meaning assigned in Section 2.1.

                  "COLLATERAL ACCOUNT" shall mean any account established by the
Collateral Agent.

                  "COLLATERAL AGENT" shall have the meaning set forth in the
preamble.

                  "COLLATERAL RECORDS" shall mean books, records, ledger cards,
files, correspondence, customer lists, blueprints, technical specifications,
manuals, computer software, computer printouts, tapes, disks and related data
processing software and similar items that at any time evidence or contain
information relating to any of the Collateral or are otherwise necessary or
helpful in the collection thereof or realization thereupon.

                  "COLLATERAL SUPPORT" shall mean all property (real or
personal) assigned, hypothecated or otherwise securing any Collateral and shall
include any security agreement or other agreement granting a lien or security
interest in such real or personal property.

                  "COMMERCIAL TORT CLAIMS" shall mean all "commercial tort
claims" as defined in Article 9 of the UCC, including, without limitation, all
commercial tort claims listed on Schedule 4.8 (as such schedule may be amended
or supplemented from time to time).

                  "COMMODITIES ACCOUNTS" (i) shall mean all "commodity accounts"
as defined in Article 9 of the UCC and (ii) shall include, without limitation,
all of the accounts listed on Schedule 4.4 under the heading "COMMODITIES
ACCOUNTS" (as such schedule may be amended or supplemented from time to time).

                  "COMPANY" shall have the meaning set forth in the preamble.

                  "CONTROLLED FOREIGN CORPORATION" shall mean "controlled
foreign corporation" as defined in the Tax Code.

                  "COPYRIGHT LICENSES" shall mean any and all agreements
providing for the granting of any right in or to Copyrights (whether such
Grantor is licensee or licensor thereunder) including, without limitation, each
agreement referred to in Schedule 4.7(B) (as such schedule may be amended or
supplemented from time to time).


                                       2

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PLEDGE AND SECURITY AGREEMENT
<PAGE>

                  "COPYRIGHTS" shall mean all United States, and foreign
copyrights (including European Community designs), including but not limited to
copyrights in software and databases, and all Mask Works (as defined under 17
U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and,
with respect to any and all of the foregoing: (i) all registrations and
applications therefor including, without limitation, the registrations and
applications referred to in Schedule 4.7(A) (as such schedule may be amended or
supplemented from time to time), (ii) all extensions and renewals thereof, (iii)
all rights corresponding thereto throughout the world, (iv) all rights to sue
for past, present and future infringements thereof, and (v) all Proceeds of the
foregoing, including, without limitation, licenses, royalties, income, payments,
claims, damages and proceeds of suit.

                  "CREDIT AGREEMENT" shall have the meaning set forth in the
recitals.

                  "CREDIT DOCUMENTS" as defined in the Credit Agreement.

                  "DEPOSIT ACCOUNTS" (i) shall mean all "deposit accounts" as
defined in Article 9 of the UCC and (ii) shall include, without limitation, all
of the accounts listed on Schedule 4.4 under the heading "Deposit Accounts" (as
such schedule may be amended or supplemented from time to time).

                  "DOCUMENTS" shall mean all "documents" as defined in Article 9
of the UCC.

                  "EQUIPMENT" shall mean: (i) all "equipment" as defined in
Article 9 of the UCC, (ii) all machinery, manufacturing equipment, data
processing equipment, computers, office equipment, furnishings, furniture,
appliances, fixtures and tools (in each case, regardless of whether
characterized as equipment under the UCC) and (iii) all accessions or additions
thereto, all parts thereof, whether or not at any time of determination
incorporated or installed therein or attached thereto, and all replacements
therefor, wherever located, now or hereafter existing, including any fixtures.

                  "ERISA" as defined in the Credit Agreement.

                  "EVENT OF DEFAULT" as defined in the Credit Agreement.

                  "GAAP" as defined in the Credit Agreement.

                  "GENERAL INTANGIBLES" (i) shall mean all "general intangibles"
as defined in Article 9 of the UCC, including "payment intangibles" also as
defined in Article 9 of the UCC and (ii) shall include, without limitation, all
interest rate or currency protection or hedging arrangements, all tax refunds,
all licenses, permits, concessions and authorizations, all Assigned Agreements
and all Intellectual Property (in each case, regardless of whether characterized
as general intangibles under the UCC).

                  "GOODS" (i) shall mean all "goods" as defined in Article 9 of
the UCC and (ii) shall include, without limitation, all Inventory and Equipment
(in each case, regardless of whether characterized as goods under the UCC).

                  "GRANTORS" shall have the meaning set forth in the preamble.

                  "HEDGE AGREEMENT" as defined in the Credit Agreement.


                                       3

FIRST LIEN
PLEDGE AND SECURITY AGREEMENT


<PAGE>

                  "INDEBTEDNESS" as defined in the Credit Agreement.

                  "INDEMNITEE" shall mean the Collateral Agent, and its and its
Affiliates' officers, partners, directors, trustees, employees, agents.

                  "INSTRUMENTS" shall mean all "instruments" as defined in
Article 9 of the UCC.

                  "INSURANCE" shall mean (i) all insurance policies covering any
or all of the Collateral (regardless of whether the Collateral Agent is the loss
payee thereof) and (ii) any key man life insurance policies.

                  "INTELLECTUAL PROPERTY" shall mean, collectively, the
Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the
Trademarks, the Trademark Licenses, the Trade Secrets, and the Trade Secret
Licenses.

                  "INVENTORY" shall mean (i) all "inventory" as defined in
Article 9 of the UCC and (ii) all goods held for sale or lease or to be
furnished under contracts of service or so leased or furnished, all raw
materials, work in process, finished goods, and materials used or consumed in
the manufacture, packing, shipping, advertising, selling, leasing, furnishing or
production of such inventory or otherwise used or consumed in any Grantor's
business; all goods in which any Grantor has an interest in mass or a joint or
other interest or right of any kind; and all goods which are returned to or
repossessed by any Grantor, all computer programs embedded in any goods and all
accessions thereto and products thereof (in each case, regardless of whether
characterized as inventory under the UCC).

                  "INVESTMENT ACCOUNTS" shall mean the Collateral Account,
Securities Accounts, Commodities Accounts and Deposit Accounts.

                  "INVESTMENT RELATED PROPERTY" shall mean: (i) all "investment
property" (as such term is defined in Article 9 of the UCC) and (ii) all of the
following (regardless of whether classified as investment property under the
UCC): all Pledged Equity Interests, Pledged Debt, the Investment Accounts and
certificates of deposit.

                  "LENDER" shall have the meaning set forth in the recitals.

                  "LENDER COUNTERPARTY" as defined in the Credit Agreement.

                  "LETTER OF CREDIT RIGHT" shall mean "letter-of-credit right"
as defined in Article 9 of the UCC.

                  "LIEN" as defined in the Credit Agreement.

                  "MATERIAL ADVERSE EFFECT" as defined in the Credit Agreement.

                  "MATERIAL CONTRACT" as defined in the Credit Agreement.

                  "MONEY" shall mean "money" as defined in the UCC.

                  "NON-ASSIGNABLE CONTRACT" shall mean any agreement, contract
or license to which any the Grantor is a party that by its terms purport to
restrict or prevent the assignment or granting of a security interest therein
(either by its terms or by any federal or state statutory



                                       4

FIRST LIEN
PLEDGE AND SECURITY AGREEMENT


<PAGE>

prohibition or otherwise irrespective of whether such prohibition or restriction
is enforceable under Section 9-406 through 409 of the UCC).

                  "OBLIGATIONS" as defined in the Credit Agreement.

                  "PATENT LICENSES" shall mean all agreements providing for the
granting of any right in or to Patents (whether such Grantor is licensee or
licensor thereunder) including, without limitation, each agreement referred to
in Schedule 4.7(D) (as such schedule may be amended or supplemented from time to
time).

                  "PATENTS" shall mean all United States and foreign patents and
certificates of invention, or similar industrial property rights, and
applications for any of the foregoing, including, but not limited to: (i) each
patent and patent application referred to in Schedule 4.7(C) hereto (as such
schedule may be amended or supplemented from time to time), (ii) all reissues,
divisions, continuations, continuations-in-part, extensions, renewals, and
reexaminations thereof, (ii) all rights corresponding thereto throughout the
world, (ii) all inventions and improvements described therein, (iv) all rights
to sue for past, present and future infringements thereof, (v) all licenses,
claims, damages, and proceeds of suit arising therefrom, and (v) all Proceeds of
the foregoing, including, without limitation, licenses, royalties, income,
payments, claims, damages, and proceeds of suit.

                  "PERMITTED LIEN" as defined in the Credit Agreement.

                  "PERMITTED SALE" shall mean those sales, transfers or
assignments permitted by the Credit Agreement.

                  "PERMITTED TAX DISTRIBUTIONS" as defined in the Credit
Agreement.

                  "PERSON" as defined in the Credit Agreement.

                  "PLEDGE SUPPLEMENT" shall mean any supplement to this
agreement in substantially the form of Exhibit A.

                  "PLEDGED DEBT" shall mean all Indebtedness owed to such
Grantor, including, without limitation, all Indebtedness described on Schedule
4.4(A) under the heading "Pledged Debt" (as such schedule may be amended or
supplemented from time to time), issued by the obligors named therein, the
instruments evidencing such Indebtedness, and all interest, cash, instruments
and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
Indebtedness

                  "PLEDGED EQUITY INTERESTS" shall mean all Pledged Stock,
Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust
Interests.

                  "PLEDGED LLC INTERESTS" shall mean all interests in any
limited liability company including, without limitation, all limited liability
company interests listed on Schedule 4.4(A) under the heading "Pledged LLC
Interests" (as such schedule may be amended or supplemented from time to time)
and the certificates, if any, representing such limited liability company
interests and any interest of such Grantor on the books and records of such
limited liability company or on the books and records of any securities
intermediary pertaining to such interest and all dividends, distributions, cash,
warrants, rights, options, instruments, securities and


                                       5

FIRST LIEN
PLEDGE AND SECURITY AGREEMENT


<PAGE>

other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such limited
liability company interests.

                  "PLEDGED PARTNERSHIP INTERESTS" shall mean all interests in
any general partnership, limited partnership, limited liability partnership or
other partnership including, without limitation, all partnership interests
listed on Schedule 4.4(A) under the heading "Pledged Partnership Interests" (as
such schedule may be amended or supplemented from time to time) and the
certificates, if any, representing such partnership interests and any interest
of such Grantor on the books and records of such partnership or on the books and
records of any securities intermediary pertaining to such interest and all
dividends, distributions, cash, warrants, rights, options, instruments,
securities and other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such
partnership interests.

                  "PLEDGED STOCK" shall mean all shares of Capital Stock owned
by such Grantor, including, without limitation, all shares of Capital Stock
described on Schedule 4.4(A) under the heading "Pledged Stock" (as such schedule
may be amended or supplemented from time to time), and the certificates, if any,
representing such shares and any interest of such Grantor in the entries on the
books of the issuer of such shares or on the books of any securities
intermediary pertaining to such shares, and all dividends, distributions, cash,
warrants, rights, options, instruments, securities and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such shares.

                  "PLEDGED TRUST INTERESTS" shall mean all interests in a
Delaware business trust or other trust including, without limitation, all trust
interests listed on Schedule 4.4(A) under the heading "Pledged Trust Interests"
(as such schedule may be amended or supplemented from time to time) and the
certificates, if any, representing such trust interests and any interest of such
Grantor on the books and records of such trust or on the books and records of
any securities intermediary pertaining to such interest and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such trust interests.

                  "PROCEEDS" shall mean: (i) all "proceeds" as defined in
Article 9 of the UCC, (ii) payments or distributions made with respect to any
Investment Related Property and (iii) whatever is receivable or received when
Collateral or proceeds are sold, exchanged, collected or otherwise disposed of,
whether such disposition is voluntary or involuntary.

                  "RECEIVABLES" shall mean all rights to payment, whether or not
earned by performance, for goods or other property sold, leased, licensed,
assigned or otherwise disposed of, or services rendered or to be rendered,
including, without limitation all such rights constituting or evidenced by any
Account, Chattel Paper, Instrument, General Intangible or Investment Related
Property, together with all of Grantor's rights, if any, in any goods or other
property giving rise to such right to payment and all Collateral Support and
Supporting Obligations related thereto and all Receivables Records.

                  "RECEIVABLES RECORDS" shall mean (i) all original copies of
all documents, instruments or other writings or electronic records or other
Records evidencing the Receivables, (ii) all books, correspondence, credit or
other files, Records, ledger sheets or cards, invoices, and other papers
relating to Receivables, including, without limitation, all tapes, cards,
computer


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tapes, computer discs, computer runs, record keeping systems and other papers
and documents relating to the Receivables, whether in the possession or under
the control of Grantor or any computer bureau or agent from time to time acting
for Grantor or otherwise, (iii) all evidences of the filing of financing
statements and the registration of other instruments in connection therewith,
and amendments, supplements or other modifications thereto, notices to other
creditors or secured parties, and certificates, acknowledgments, or other
writings, including, without limitation, lien search reports, from filing or
other registration officers, (iv) all credit information, reports and memoranda
relating thereto and (v) all other written or nonwritten forms of information
related in any way to the foregoing or any Receivable.

                  "RECORD" shall have the meaning specified in Article 9 of the
UCC.

                  "SECURED OBLIGATIONS" shall have the meaning assigned in
Section 3.1.

                  "SECURED PARTIES" shall mean the Lenders and the Lender
Counterparties and shall include, without limitation, all former Lenders and
Lender Counterparties to the extent that any Obligations owing to such Persons
were incurred while such Persons were Lenders or Lender Counterparties and such
Obligations have not been paid or satisfied in full.

                  "SECURITIES" as defined in the Credit Agreement.

                  "SECURITIES ACCOUNTS" (i) shall mean all "securities accounts"
as defined in Article 8 of the UCC and (ii) shall include, without limitation,
all of the accounts listed on Schedule 4.4(A) under the heading "Securities
Accounts" (as such schedule may be amended or supplemented from time to time).

                  "SUPPORTING OBLIGATION" shall mean all "supporting
obligations" as defined in Article 9 of the UCC.

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

                  "TRADEMARK LICENSES" shall mean any and all agreements
providing for the granting of any right in or to Trademarks (whether such
Grantor is licensee or licensor thereunder) including, without limitation, each
agreement referred to in Schedule 4.7(F) (as such schedule may be amended or
supplemented from time to time).

                  "TRADEMARKS" shall mean all United States, and foreign
trademarks, trade names, corporate names, company names, business names,
fictitious business names, Internet domain names, service marks, certification
marks, collective marks, logos, other source or business identifiers, designs
and general intangibles of a like nature, all registrations and applications for
any of the foregoing including, but not limited to: (i) the registrations and
applications referred to in Schedule 4.7(E) (as such schedule may be amended or
supplemented from time to time), (ii) all extensions or renewals of any of the
foregoing, (iii) all of the goodwill of the business connected with the use of
and symbolized by the foregoing, (iv) the right to sue for past, present and
future infringement or dilution of any of the foregoing or for any injury to
goodwill, and (v) all Proceeds of the foregoing, including, without limitation,
licenses, royalties, income, payments, claims, damages, and proceeds of suit.



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                  "TRADE SECRET LICENSES" shall mean any and all agreements
providing for the granting of any right in or to Trade Secrets (whether such
Grantor is licensee or licensor thereunder) including, without limitation, each
agreement referred to in Schedule 4.7(G) (as such schedule may be amended or
supplemented from time to time).

                  "TRADE SECRETS" shall mean all trade secrets and all other
confidential or proprietary information and know-how whether or not such Trade
Secret has been reduced to a writing or other tangible form, including all
documents and things embodying, incorporating, or referring in any way to such
Trade Secret, including but not limited to: (i) the right to sue for past,
present and future misappropriation or other violation of any Trade Secret, and
(ii) all Proceeds of the foregoing, including, without limitation, licenses,
royalties, income, payments, claims, damages, and proceeds of suit.

                  "UCC" shall mean the Uniform Commercial Code as in effect from
time to time in the State of New York or, when the context implies, the Uniform
Commercial Code as in effect from time to time in any other applicable
jurisdiction.

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

         1.2 DEFINITIONS; INTERPRETATION. All capitalized terms used herein
(including the preamble and recitals hereto) and not otherwise defined herein
shall have the meanings ascribed thereto in the Credit Agreement or, if not
defined therein, in the UCC. References to "Sections," "Exhibits" and
"Schedules" shall be to Sections, Exhibits and Schedules, as the case may be, of
this Agreement unless otherwise specifically provided. Section headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any
substantive effect. Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the
reference. The use herein of the word "include" or "including", when following
any general statement, term or matter, shall not be construed to limit such
statement, term or matter to the specific items or matters set forth immediately
following such word or to similar items or matters, whether or not nonlimiting
language (such as "without limitation" or "but not limited to" or words of
similar import) is used with reference thereto, but rather shall be deemed to
refer to all other items or matters that fall within the broadest possible scope
of such general statement, term or matter. If any conflict or inconsistency
exists between this Agreement and the Credit Agreement, the Credit Agreement
shall govern. All references herein to provisions of the UCC shall include all
successor provisions under any subsequent version or amendment to any Article of
the UCC.

SECTION 2. GRANT OF SECURITY.

         2.1 GRANT OF SECURITY. Each Grantor hereby grants to the Collateral
Agent a security interest in and continuing lien on all of such Grantor's right,
title and interest in, to and under all personal property of such Grantor
including, but not limited to the following, in each case whether now owned or
existing or hereafter acquired or arising and wherever located (all of which
being hereinafter collectively referred to as the "COLLATERAL"):

                  (a) Accounts;


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                  (b) Chattel Paper;

                  (c) Documents;

                  (d) General Intangibles;

                  (e) Goods;

                  (f) Instruments;

                  (g) Insurance;

                  (h) Intellectual Property;

                  (i) Investment Related Property;

                  (j) Letter of Credit Rights;

                  (k) Money;

                  (l) Receivables and Receivable Records;

                  (m) Commercial Tort Claims;

                  (n) to the extent not otherwise included above, all Collateral
Records, Collateral Support and Supporting Obligations relating to any of the
foregoing; and

                  (o) to the extent not otherwise included above, all Proceeds,
products, accessions, rents and profits of or in respect of any of the
foregoing.

         2.2 CERTAIN LIMITED EXCLUSIONS. Notwithstanding anything herein to the
contrary, in no event shall the security interest granted under Section 2.1
hereof attach to (a) any Intellectual Property, lease, license, contract,
property rights or agreement to which any Grantor is a party or any of its
rights or interests thereunder if and for so long as the grant of such security
interest shall constitute or result in (i) the abandonment, invalidation or the
rendering unenforceable of any right, title or interest of any Grantor therein
or (ii) in a breach or termination pursuant to the terms of, or constitute a
default under or termination of, any such lease, license, contract property
rights or agreement (other than to the extent that any such term would be
rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the
UCC (or any successor provision or provisions) of any relevant jurisdiction or
any other applicable law (including the Bankruptcy Code) or principles of
equity); provided, however that such security interest shall attach immediately
at such time as the condition causing such abandonment, invalidation or
unenforceability shall be remedied and to the extent severable, shall attach
immediately to any portion of such lease, license, contract, property rights or
agreement that does not result in any of the consequences specified in (i) or
(ii) above; (b) any Permitted Tax Distributions; or (c) in any of the
outstanding Capital Stock of a Controlled Foreign Corporation in excess of 65%
of the voting power of all classes of Capital Stock of such Controlled Foreign
Corporation entitled to vote; provided that immediately upon the amendment of
the Tax Code to allow the pledge of a greater percentage of the voting power of
Capital Stock in a Controlled Foreign Corporation without adverse tax
consequences, the Collateral shall


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include, and the security interest granted by each Grantor shall attach to, such
greater percentage of Capital Stock of each Controlled Foreign Corporation.

SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

         3.1 SECURITY FOR OBLIGATIONS. This Agreement secures, and the
Collateral is collateral security for, the prompt and complete payment or
performance in full when due, whether at stated maturity, by required
prepayment, declaration, acceleration, demand or otherwise (including the
payment of amounts that would become due but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a) (and
any successor provision thereof)), of all Obligations with respect to every
Grantor (the "SECURED OBLIGATIONS").

         3.2 CONTINUING LIABILITY UNDER COLLATERAL. Notwithstanding anything
herein to the contrary, (i) each Grantor shall remain liable for all obligations
under the Collateral and nothing contained herein is intended or shall be a
delegation of duties to the Collateral Agent or any Secured Party, (ii) each
Grantor shall remain liable under each of the agreements included in the
Collateral, including, without limitation, any agreements relating to Pledged
Partnership Interests or Pledged LLC Interests, to perform all of the
obligations undertaken by it thereunder all in accordance with and pursuant to
the terms and provisions thereof and neither the Collateral Agent nor any
Secured Party shall have any obligation or liability under any of such
agreements by reason of or arising out of this Agreement or any other document
related thereto nor shall the Collateral Agent nor any Secured Party have any
obligation to make any inquiry as to the nature or sufficiency of any payment
received by it or have any obligation to take any action to collect or enforce
any rights under any agreement included in the Collateral, including, without
limitation, any agreements relating to Pledged Partnership Interests or Pledged
LLC Interests, and (iii) the exercise by the Collateral Agent of any of its
rights hereunder shall not release any Grantor from any of its duties or
obligations under the contracts and agreements included in the Collateral.

SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS.

         4.1 Generally.

                  (a) Representations and Warranties. Each Grantor hereby
represents and warrants, on the Closing Date and on each Credit Date, that:

                  (i) it owns the Collateral purported to be owned by it or
         otherwise has the rights it purports to have in each item of Collateral
         and, as to all Collateral whether now existing or hereafter acquired,
         will continue to own or have such rights in each item of the
         Collateral, in each case free and clear of any and all Liens, rights or
         claims of all other Persons other than Permitted Liens;

                  (ii) it has indicated on Schedule 4.1(A)(as such schedule may
         be amended or supplemented from time to time): (w) the type of
         organization of such Grantor, (x) the jurisdiction of organization of
         such Grantor, (y) its organizational identification number and (z) the
         jurisdiction where the chief executive office or its sole



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         place of business is (or the principal residence if such Grantor is a
         natural person), and for the one-year period preceding the date hereof
         has been, located.

                  (iii) the full legal name of such Grantor is as set forth on
         Schedule 4.1(A) and it has not done in the last five (5) years, and
         does not do, business under any other name (including any trade-name or
         fictitious business name) except for those names set forth on Schedule
         4.1(B) (as such schedule may be amended or supplemented from time to
         time);

                  (iv) except as provided on Schedule 4.1(C), it has not changed
         its name, jurisdiction of organization, chief executive office or sole
         place of business (or principal residence if such Grantor is a natural
         person) or its corporate structure in any way (e.g., by merger,
         consolidation, change in corporate form or otherwise) within the past
         five (5) years;

                  (v) it has not within the last five (5) years become bound
         (whether as a result of merger or otherwise) as debtor under a security
         agreement entered into by another Person, which has not heretofore been
         terminated other than the agreements identified on Schedule 4.1(D)
         hereof (as such schedule may be amended or supplemented from time to
         time);

                  (vi) with respect to each agreement identified on Schedule
         4.1(D), it has indicated on Schedule 4.1 (A) and Schedule 4.1(B) the
         information required pursuant to Section 4.1(a)(ii), (iii) and (iv)
         with respect to the debtor under each such agreement;

                  (vii) upon the filing of all UCC financing statements (and the
         payment of any fees applicable thereto) naming each Grantor as "debtor"
         and the Collateral Agent as "secured party" and describing the
         Collateral in the filing offices set forth opposite such Grantor's name
         on Schedule 4.1(E) hereof (as such schedule may be amended or
         supplemented from time to time) and other filings delivered by each
         Grantor, upon execution of a control agreement in the form of Exhibit D
         hereto with respect to any Deposit Account, the balance of which
         exceeds $400,000, upon execution of a control agreement in the form of
         Exhibit C hereto with respect to any Securities Account carrying a
         positive balance, upon delivery by the applicable Grantor to the
         Collateral Agent any certificated Securities together with the
         applicable stock power, upon execution of a control agreement in the
         form of Exhibit B hereto with respect to any Uncertificated Securities,
         upon delivery by any bailee holding any Collateral of any Grantor,
         acknowledgment that it is holding such Collateral for the benefit of
         the Collateral Agent, upon consent of the issuer with respect to Letter
         of Credit Rights, and to the extent not subject to Article 9 of the
         UCC, upon recordation of the security interests granted hereunder in
         Patents, Trademarks and Copyrights in the applicable intellectual
         property registries, including but not limited to the United States
         Patent and Trademark Office and the United States Copyright Office, the
         security interests granted to the Collateral Agent hereunder constitute
         valid and perfected first priority Liens (subject in the case of
         priority only to Permitted Liens and to the rights of the United States
         government (including any agency or department thereof) with respect to
         United States government Receivables) on all of the Collateral;


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                  (viii) all actions and consents, including all filings,
         notices, registrations and recordings necessary for the exercise by the
         Collateral Agent of the voting or other rights provided for in this
         Agreement or the exercise of remedies in respect of the Collateral have
         been made or obtained;

                  (ix) other than the financing statements filed in favor of the
         Collateral Agent, no effective UCC financing statement, fixture filing
         or other instrument similar in effect under any applicable law covering
         all or any part of the Collateral is on file in any filing or recording
         office except for (x) financing statements for which proper termination
         statements have been delivered to the Collateral Agent for filing and
         (y) financing statements filed in connection with Permitted Liens;

                  (x) no authorization, approval or other action by, and no
         notice to or filing with, any Governmental Authority or regulatory body
         is required for either (i) the pledge or grant by any Grantor of the
         Liens purported to be created in favor of the Collateral Agent
         hereunder or (ii) the exercise by Collateral Agent of any rights or
         remedies in respect of any Collateral (whether specifically granted or
         created hereunder or created or provided for by applicable law), except
         (A) for the filings contemplated by clause (vii) above and (B) as may
         be required, in connection with the disposition of any Investment
         Related Property, by laws generally affecting the offering and sale of
         Securities;

                  (xi) all written information supplied by any Grantor with
         respect to any of the Collateral (in each case taken as a whole with
         respect to any particular Collateral) is accurate and complete in all
         material respects;

                  (xii) none of the Collateral constitutes, or is the Proceeds
         of, "farm products" (as defined in the UCC);

                  (xiii) it does not own any "as extracted collateral" (as
         defined in the UCC) or any timber to be cut;

                  (xiv) Except as described on Schedule 4.1(D), such Grantor has
         not become bound as a debtor, either by contract or by operation of
         law, by a security agreement previously entered into by another Person;
         and

                  (xv) Such Grantor has been duly organized as an entity of the
         type as set forth opposite such Grantor's name on Schedule 4.1(A)
         solely under the laws of the jurisdiction as set forth opposite such
         Grantor's name on Schedule 4.1(A) and remains duly existing as such.
         Such Grantor has not filed any certificates of domestication, transfer
         or continuance in any other jurisdiction.

                  (b) Covenants and Agreements. Each Grantor hereby covenants
and agrees that:

                  (i) except for the security interest created by this
         Agreement, it shall not create or suffer to exist any Lien upon or with
         respect to any of the Collateral, except Permitted Liens, and such
         Grantor shall defend the Collateral against all Persons at any time
         claiming any interest therein;




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                  (ii) it shall not produce, use or permit any Collateral to be
         used unlawfully or in violation of any provision of this Agreement or
         any applicable statute, regulation or ordinance or any policy of
         insurance covering the Collateral;

                  (iii) it shall not change such Grantor's name, identity,
         corporate structure (e.g., by merger, consolidation, change in
         corporate form or otherwise) sole place of business (or principal
         residence if such Grantor is a natural person), chief executive office,
         type of organization or jurisdiction of organization or establish any
         trade names unless it shall have (a) notified the Collateral Agent in
         writing, by executing and delivering to the Collateral Agent a
         completed Pledge Supplement, substantially in the form of Exhibit A
         attached hereto, together with all Supplements to Schedules thereto, at
         least thirty (30) days prior to any such change or establishment,
         identifying such new proposed name, identity, corporate structure, sole
         place of business (or principal residence if such Grantor is a natural
         person), chief executive office, jurisdiction of organization or trade
         name and providing such other information in connection therewith as
         the Collateral Agent may reasonably request and (b) taken all actions
         necessary or advisable to maintain the continuous validity, perfection
         and the same or better priority of the Collateral Agent's security
         interest in the Collateral intended to be granted and agreed to hereby;

                  (iv) if the Collateral Agent or any Secured Party gives value
         to enable Grantor to acquire rights in or the use of any Collateral, it
         shall use such value for such purposes and such Grantor further agrees
         that repayment of any Obligation shall apply on a "first-in, first-out"
         basis so that the portion of the value used to acquire rights in any
         Collateral shall be paid in the chronological order such Grantor
         acquired rights therein;

                  (v) it shall pay promptly when due all property and other
         taxes, assessments and governmental charges or levies imposed upon, and
         all claims (including claims for labor, materials and supplies)
         against, the Collateral, except to the extent the validity thereof is
         being contested in good faith; provided, such Grantor shall in any
         event pay such taxes, assessments, charges, levies or claims not later
         than five (5) days prior to the date of any proposed sale under any
         judgment, writ or warrant of attachment entered or filed against such
         Grantor or any of the Collateral as a result of the failure to make
         such payment;

                  (vi) upon such Grantor or any officer of such Grantor
         obtaining knowledge thereof, it shall promptly notify the Collateral
         Agent in writing of any event that may materially and adversely affect
         the value of the Collateral or any material portion thereof, the
         ability of any Grantor or the Collateral Agent to dispose of the
         Collateral or any material portion thereof, or the rights and remedies
         of the Collateral Agent in relation thereto, including, without
         limitation, the levy of any legal process against the Collateral or any
         portion thereof;

                  (vii) it shall not take or permit any action which could
         impair the Collateral Agent's rights in the Collateral; and

                  (viii) it shall not sell, transfer or assign (by operation of
         law or otherwise) any Collateral except as Permitted Sales; provided
         that in connection with any Permitted Sale the Collateral Agent shall
         release the Lien hereof encumbering the


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<PAGE>

         Collateral that is the subject of such Permitted Sale and the
         Collateral Agent shall execute each and every appropriate filing
         statement and/or recording document reasonably requested by any Grantor
         in connection with the foregoing. Any reasonable expense or cost
         incurred by the Collateral Agent in connection with any such release
         shall be for the account of the applicable Grantor.

         4.2 EQUIPMENT AND INVENTORY.

                  (a) Representations and Warranties. Each Grantor represents
and warrants, on the Closing Date and on each Credit Date, that:

                  (i) all of the Equipment and Inventory included in the
         Collateral has been kept for the past two (2) years only at the
         locations specified in Schedule 4.2;

                  (ii) any Goods now or hereafter produced by any Grantor
         included in the Collateral have been and will be produced in compliance
         with the requirements of the Fair Labor Standards Act, as amended; and

                  (iii) none of the Inventory or Equipment is in the possession
         of an issuer of a negotiable document (as defined in Section 7-104 of
         the UCC) therefor or otherwise in the possession of a bailee or a
         warehouseman.

                  (b) Covenants and Agreements. Each Grantor covenants and
agrees that:

                  (i) it shall keep the Equipment, Inventory and any Documents
         evidencing any Equipment and Inventory in the locations specified on
         Schedule 4.2 (as such schedule may be amended or supplemented from time
         to time) unless it shall have (a) notified the Collateral Agent in
         writing, by executing and delivering to the Collateral Agent a
         completed Pledge Supplement, substantially in the form of Exhibit A
         attached hereto, together with all Supplements to Schedules thereto, at
         least thirty (30) days prior to any change in locations, identifying
         such new locations and providing such other information in connection
         therewith as the Collateral Agent may reasonably request and (b) taken
         all actions necessary or advisable to maintain the continuous validity,
         perfection and the same or better priority of the Collateral Agent's
         security interest in the Collateral intended to be granted and agreed
         to hereby, or to enable the Collateral Agent to exercise and enforce
         its rights and remedies hereunder, with respect to such Equipment and
         Inventory;

                  (ii) it shall keep correct and accurate records of the
         Inventory, as is customarily maintained under similar circumstances by
         Persons of established reputation engaged in similar business, and in
         any event in conformity with GAAP;

                  (iii) it shall not deliver any Document evidencing any
         Equipment and Inventory to any Person other than the issuer of such
         Document to claim the Goods evidenced therefor or the Collateral Agent;

                  (iv) if any Equipment or Inventory having a value in excess of
         $250,000 in the aggregate is in possession or control of any third
         party, each Grantor



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         shall join with the Collateral Agent in notifying the third party of
         the Collateral Agent's security interest and use its reasonable best
         efforts in obtaining an acknowledgment from the third party that it is
         holding the Equipment and Inventory for the benefit of the Collateral
         Agent; and

                  (v) with respect to any item of Equipment which is covered by
         a certificate of title under a statute of any jurisdiction under the
         law of which indication of a security interest on such certificate is
         required as a condition of perfection thereof, upon the reasonable
         request of the Collateral Agent execute and file with the registrar of
         motor vehicles or other appropriate authority in such jurisdiction an
         application or other document requesting the notation or other
         indication of the security interest created hereunder on such
         certificate of title, and, upon the reasonable request of the
         Collateral Agent, deliver to the Collateral Agent copies of all such
         applications or other documents filed during such calendar quarter and
         copies of all such certificates of title issued during such calendar
         quarter indicating the security interest created hereunder in the items
         of Equipment covered thereby.

         4.3 RECEIVABLES.

                  (a) Representations and Warranties. Each Grantor represents
and warrants, on the Closing Date and on each Credit Date, that:

                  (i) each Receivable (a) is and will be the legal, valid and
         binding obligation of the Account Debtor in respect thereof,
         representing an unsatisfied obligation of such Account Debtor, (b) is
         and will be enforceable in accordance with its terms, (c) is not and
         will not be subject to any setoffs, defenses, taxes, counterclaims
         (except with respect to refunds, returns and allowances in the ordinary
         course of business with respect to damaged merchandise) and (d) is and
         will be in compliance with all applicable laws, whether federal, state,
         local or foreign;

                  (ii) none of the Account Debtors in respect of any Receivable
         in excess of $2,500,000 in the aggregate is the government of the
         United States, any agency or instrumentality thereof. No Receivable in
         excess of $2,500,000 in the aggregate requires the consent of the
         Account Debtor in respect thereof in connection with the pledge
         hereunder, except any consent which has been obtained; and

                  (iii) no Receivable is evidenced by, or constitutes, an
         Instrument or Chattel Paper which has not been delivered to, or
         otherwise subjected to the control of, the Collateral Agent to the
         extent required by, and in accordance with Section 4.3(c).

                  (b) Covenants and Agreements: Each Grantor hereby covenants
and agrees that:

                  (i) it shall keep and maintain at its own cost and expense
         satisfactory and complete records of the Receivables, including, but
         not limited to, the originals of all documentation with respect to all
         Receivables and records of all payments received and all credits
         granted on the Receivables, all merchandise returned and all other
         dealings therewith;


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                  (ii) it shall mark conspicuously, in form and manner
         reasonably satisfactory to the Collateral Agent, all Chattel Paper,
         Instruments and other evidence of Receivables (other than any delivered
         to the Collateral Agent as provided herein) in each case provided such
         Chattel Paper, Instruments and other evidence of Receivables is in
         excess of $500,000, as well as the Receivables Records with an
         appropriate reference to the fact that the Collateral Agent has a
         security interest therein;

                  (iii) it shall perform in all material respects all of its
         obligations with respect to the Receivables;

                  (iv) it shall not amend, modify, terminate or waive any
         provision of any Receivable in excess of $250,000 individually in any
         manner which could reasonably be expected to have a Material Adverse
         Effect on the value of such Receivable as Collateral. Other than in the
         ordinary course of business as generally conducted by it on and prior
         to the date hereof, and except as otherwise provided in subsection (v)
         below, following an Event of Default, such Grantor shall not (w) grant
         any extension or renewal of the time of payment of any Receivable, (x)
         compromise or settle any dispute, claim or legal proceeding with
         respect to any Receivable for less than the total unpaid balance
         thereof, (y) release, wholly or partially, any Person liable for the
         payment thereof, or (z) allow any credit or discount thereon;

                  (v) except as otherwise provided in this subsection, each
         Grantor shall continue to collect all amounts due or to become due to
         such Grantor under the Receivables and any Supporting Obligation and
         diligently exercise each material right it may have under any
         Receivable any Supporting Obligation or Collateral Support, in each
         case, at its own expense, and in connection with such collections and
         exercise, such Grantor shall take such action as such Grantor or the
         Collateral Agent (upon notice to the applicable Grantor) may deem
         necessary or advisable. Notwithstanding the foregoing, the Collateral
         Agent shall have the right at any time to notify, or require any
         Grantor to notify, any Account Debtor of the Collateral Agent's
         security interest in the Receivables and any Supporting Obligation and,
         in addition, at any time following the occurrence and during the
         continuation of an Event of Default, the Collateral Agent may: (1)
         direct the Account Debtors under any Receivables to make payment of all
         amounts due or to become due to such Grantor thereunder directly to the
         Collateral Agent; (2) notify, or require any Grantor to notify, each
         Person maintaining a lockbox or similar arrangement to which Account
         Debtors under any Receivables have been directed to make payment to
         remit all amounts representing collections on checks and other payment
         items from time to time sent to or deposited in such lockbox or other
         arrangement directly to the Collateral Agent; and (3) enforce, at the
         expense of such Grantor, collection of any such Receivables and to
         adjust, settle or compromise the amount or payment thereof, in the same
         manner and to the same extent as such Grantor might have done. If the
         Collateral Agent notifies any Grantor that it has elected to collect
         the Receivables in accordance with the preceding sentence, any payments
         of Receivables received by such Grantor shall be forthwith (and in any
         event within two (2) Business Days) deposited by such Grantor in the
         exact form received, duly indorsed by such Grantor to the Collateral
         Agent if required, in the Collateral Account maintained under the sole
         dominion and control of the Collateral Agent, and until so turned over,
         all amounts and proceeds (including checks and other instruments)
         received by such Grantor in respect of the Receivables, any Supporting
         Obligation or Collateral Support shall be received in trust for the
         benefit of the Collateral Agent hereunder and shall be segregated from
         other funds of such Grantor



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<PAGE>

         and such Grantor shall not adjust, settle or compromise the amount or
         payment of any Receivable, or release wholly or partly any Account
         Debtor or obligor thereof, or allow any credit or discount thereon; and

                  (vi) it shall use its best efforts to keep in full force and
         effect any Supporting Obligation or Collateral Support relating to any
         Receivable.

                  (c) Delivery and Control of Receivables. With respect to any
Receivable in excess of $250,000 individually that is evidenced by, or
constitutes, Chattel Paper or Instruments, each Grantor shall cause each
originally executed copy thereof to be delivered to the Collateral Agent (or its
agent or designee) appropriately indorsed to the Collateral Agent or indorsed in
blank: (i) with respect to any such Receivable in existence on the date hereof,
on or prior to the date hereof and (ii) with respect to any such Receivable
hereafter arising, within ten (10) days of such Grantor acquiring rights
therein. With respect to any Receivable in excess of $250,000 individually which
would constitute "electronic chattel paper" under Article 9 of the UCC, each
Grantor shall take all steps necessary to give the Collateral Agent control over
such Receivable (within the meaning of Section 9-105 of the UCC): (i) with
respect to any such Receivable in existence on the date hereof, on or prior to
the date hereof and (ii) with respect to any such Receivable hereafter arising,
within ten (10) days of such Grantor acquiring rights therein. Any Receivable
not otherwise required to be delivered or subjected to the control of the
Collateral Agent in accordance with this subsection (c) shall be delivered or
subjected to such control upon request of the Collateral Agent.

         4.4 INVESTMENT RELATED PROPERTY

                  4.4.1. INVESTMENT RELATED PROPERTY GENERALLY

                  (a) Covenants and Agreements. Each Grantor hereby covenants
and agrees that:

                  (i) in the event it acquires rights in any Investment Related
         Property after the date hereof, it shall deliver to the Collateral
         Agent a completed Pledge Supplement, substantially in the form of
         Exhibit A attached hereto, together with all Supplements to Schedules
         thereto, reflecting such new Investment Related Property and all other
         Investment Related Property. Notwithstanding the foregoing, it is
         understood and agreed that the security interest of the Collateral
         Agent shall attach to all Investment Related Property immediately upon
         any Grantor's acquisition of rights therein and shall not be affected
         by the failure of any Grantor to deliver a supplement to Schedule 4.4
         as required hereby;

                  (ii) except as provided in the next sentence, in the event
         such Grantor receives any dividends, interest or distributions on any
         Investment Related Property, or any securities or other property upon
         the merger, consolidation, liquidation or dissolution of any issuer of
         any Investment Related Property, then (a) such dividends, interest or
         distributions and securities or other property shall be included in the
         definition of Collateral without further action and (b) such Grantor
         shall immediately take all steps, if any, necessary or advisable to
         ensure the validity, perfection, priority and, if applicable, control
         of the Collateral Agent over such Investment Related Property
         (including, without limitation, delivery thereof to the Collateral
         Agent) and pending any such action such Grantor shall be deemed to hold
         such dividends, interest, distributions, securities or other



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<PAGE>

         property in trust for the benefit of the Collateral Agent and shall
         segregate such dividends, distributions, Securities or other property
         from all other property of such Grantor. Notwithstanding the foregoing,
         so long as no Event of Default shall have occurred and be continuing,
         the Collateral Agent authorizes each Grantor to retain all ordinary
         cash dividends and distributions paid in the normal course of the
         business of the issuer and consistent with the past practice of the
         issuer and all scheduled payments of interest;

                  (iii) each Grantor consents to the grant by each other Grantor
         of a security interest in all Investment Related Property to the
         Collateral Agent.

                  (b) Delivery and Control.

                  (i) Each Grantor agrees that with respect to any Investment
         Related Property in which it currently has rights it shall comply with
         the provisions of this Section 4.4.1(b) on or before the Credit Date
         and with respect to any Investment Related Property hereafter acquired
         by such Grantor it shall comply with the provisions of this Section
         4.4.1(b) immediately upon acquiring rights therein, in each case in
         form and substance satisfactory to the Collateral Agent. With respect
         to any Investment Related Property that is represented by a certificate
         or that is an "instrument" (other than any Investment Related Property
         credited to a Securities Account) it shall cause such certificate or
         instrument to be delivered to the Collateral Agent, indorsed in blank
         by an "effective indorsement" (as defined in Section 8-107 of the UCC),
         regardless of whether such certificate constitutes a "certificated
         security" for purposes of the UCC. With respect to any Investment
         Related Property that is an "uncertificated security" for purposes of
         the UCC (other than any "uncertificated securities" credited to a
         Securities Account), it shall cause the issuer of such uncertificated
         security to either (i) register the Collateral Agent as the registered
         owner thereof on the books and records of the issuer or (ii) execute an
         agreement substantially in the form of Exhibit B hereto, pursuant to
         which such issuer agrees to comply with the Collateral Agent's
         instructions with respect to such uncertificated security without
         further consent by such Grantor.

                  (c) Voting and Distributions.

                  (i) So long as no Event of Default shall have occurred and be
         continuing:

         (1)      except as otherwise provided under the covenants and
                  agreements relating to investment related property in this
                  Agreement or elsewhere herein or in the Credit Agreement, each
                  Grantor shall be entitled to exercise or refrain from
                  exercising any and all voting and other consensual rights
                  pertaining to the Investment Related Property or any part
                  thereof for any purpose not inconsistent with the terms of
                  this Agreement or the Credit Agreement; provided, no Grantor
                  shall exercise or refrain from exercising any such right if
                  the Collateral Agent shall have notified such Grantor that, in
                  the Collateral Agent's reasonable judgment, such action would
                  have a Material Adverse Effect on the value of the Investment
                  Related Property or any part thereof; and provided further,
                  such Grantor shall give the Collateral Agent at least five (5)
                  Business Days prior written notice of the manner in which it
                  intends to exercise, or the reasons for refraining from
                  exercising, any such right; it being understood, however, that



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<PAGE>

                  neither the voting by such Grantor of any Pledged Stock for,
                  or such Grantor's consent to, the election of directors (or
                  similar governing body) at a regularly scheduled annual or
                  other meeting of stockholders or with respect to incidental
                  matters at any such meeting, nor such Grantor's consent to or
                  approval of any action otherwise permitted under or not
                  prohibited by this Agreement and the Credit Agreement, shall
                  be deemed inconsistent with the terms of this Agreement or the
                  Credit Agreement within the meaning of this Section
                  4.4(c)(i)(1), and no notice of any such voting or consent need
                  be given to the Collateral Agent; and

         (2)      the Collateral Agent shall promptly execute and deliver (or
                  cause to be executed and delivered) to each Grantor all
                  proxies, and other instruments as such Grantor may from time
                  to time reasonably request for the purpose of enabling such
                  Grantor to exercise the voting and other consensual rights
                  when and to the extent which it is entitled to exercise
                  pursuant to clause (1) above;

         (3)      Upon the occurrence and during the continuation of an Event of
                  Default:

                  (A)      all rights of each Grantor to exercise or refrain
                           from exercising the voting and other consensual
                           rights which it would otherwise be entitled to
                           exercise pursuant hereto shall cease and all such
                           rights shall thereupon become vested in the
                           Collateral Agent who shall thereupon have the sole
                           right to exercise such voting and other consensual
                           rights; and

                  (B)      in order to permit the Collateral Agent to exercise
                           the voting and other consensual rights which it may
                           be entitled to exercise pursuant hereto and to
                           receive all dividends and other distributions which
                           it may be entitled to receive hereunder: (1) each
                           Grantor shall promptly execute and deliver (or cause
                           to be executed and delivered) to the Collateral Agent
                           all proxies, dividend payment orders and other
                           instruments as the Collateral Agent may from time to
                           time reasonably request and (2) the each Grantor
                           acknowledges that the Collateral Agent may utilize
                           the power of attorney set forth in Section 6.1.


                  4.4.2 PLEDGED EQUITY INTERESTS

                  (a) Representations and Warranties. Each Grantor hereby
represents and warrants, on the Closing Date and on each Credit Date, that:

                  (i) Schedule 4.4(A) (as such schedule may be amended or
         supplemented from time to time) sets forth under the headings "Pledged
         Stock, "Pledged LLC Interests," "Pledged Partnership Interests" and
         "Pledged Trust Interests," respectively, all of the Pledged Stock,
         Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust
         Interests owned by any Grantor and such Pledged Equity Interests
         constitute the percentage of issued and outstanding shares of stock,
         percentage of membership interests, percentage of partnership interests
         or percentage of beneficial interest of the respective issuers thereof
         indicated on such Schedule;

                  (ii) it is the record and beneficial owner of the Pledged
         Equity Interests free of all Liens, rights or claims of other Persons
         other than Permitted Liens



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<PAGE>

         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 Pledged Equity Interests;

                  (iii) without limiting the generality of Section 4.1(a)(v), 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 desirable in connection
         with the creation, perfection or first priority status of the security
         interest of the Collateral Agent in any Pledged Equity Interests or the
         exercise by the Collateral Agent of the voting or other rights provided
         for in this Agreement or the exercise of remedies in respect thereof;
         and

                  (iv) none of the Pledged LLC Interests nor Pledged Partnership
         Interests are or represent interests in issuers that: (a) are
         registered as investment companies, (b) are dealt in or traded on
         securities exchanges or markets or (c) have opted to be treated as
         securities under the uniform commercial code of any jurisdiction.

                  (b) Covenants and Agreements. Each Grantor hereby covenants
and agrees that:

                  (i) without the prior written consent of the Collateral Agent,
         it shall not vote to enable or take any other action to: (a) amend or
         terminate any partnership agreement, limited liability company
         agreement, certificate of incorporation, by-laws or other
         organizational documents in any way that materially changes the rights
         of such Grantor with respect to any Investment Related Property or
         adversely affects the validity, perfection or priority of the
         Collateral Agent's security interest, (b) permit any issuer of any
         Pledged Equity Interest to issue any additional stock, partnership
         interests, limited liability company interests or other equity
         interests of any nature or to issue securities convertible into or
         granting the right of purchase or exchange for any stock or other
         equity interest of any nature of such issuer, except, in each case, (i)
         the issuance of Securities by any Grantor pursuant to any outstanding
         options or warrants issued by such Grantor prior to the Closing Date,
         (ii) the issuance of additional Securities of any Grantor pursuant to
         the Holdings' Unit Option Plan II dated January 1, 2001, as amended to
         the date hereof, and (iii) the issuance of any Securities by any
         Grantor in connection with any Permitted Acquisition, (c) other than as
         permitted under the Credit Agreement, permit any issuer of any Pledged
         Equity Interest to dispose of all or a material portion of their
         assets, (d) waive any default under or breach of any terms of
         organizational document relating to the issuer of any Pledged Equity
         Interest or the terms of any Pledged Debt, or (e) cause any issuer of
         any Pledged Partnership Interests or Pledged LLC Interests which are
         not Securities (for purposes of the UCC) on the Closing Date to elect
         or otherwise take any action to cause such Pledged Partnership
         Interests or Pledged LLC Interests to be treated as Securities for
         purposes of the UCC; provided, however, notwithstanding the foregoing,
         if any issuer of any Pledged Partnership Interests or Pledged LLC
         Interests takes any such action in violation of the foregoing in this
         clause (e), such Grantor shall promptly notify the Collateral Agent in
         writing of any such election or action and, in such event, shall take
         all steps necessary or advisable to establish the Collateral Agent's
         "control" thereof;

                  (ii) it shall comply with all of its obligations under any
         partnership agreement or limited liability company agreement relating
         to Pledged



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<PAGE>

         Partnership Interests or Pledged LLC Interests and shall enforce all of
         its rights with respect to any Investment Related Property;

                  (iii) without the prior written consent of the Collateral
         Agent, it shall not permit any issuer of any Pledged Equity Interest to
         merge or consolidate unless (i) such issuer creates a security interest
         that is perfected by a filed financing statement (that is not effective
         solely under section 9-508 of the UCC) in collateral in which such new
         debtor has or acquires rights, and (ii) all the outstanding Capital
         Stock of the surviving or resulting corporation, limited liability
         company, partnership or other entity is, upon such merger or
         consolidation, pledged hereunder and no cash, Securities or other
         property is distributed in respect of the outstanding Capital Stock of
         any other constituent Grantor; provided that if the surviving or
         resulting Grantors upon any such merger or consolidation involving an
         issuer which is a Controlled Foreign Corporation, then such Grantor
         shall only be required to pledge Capital Stock in accordance with
         Section 2.2; and

                  (iv) each Grantor consents to the grant by each other Grantor
         of a security interest in all Investment Related Property to the
         Collateral Agent and, without limiting the foregoing, consents to the
         transfer of any Pledged Partnership Interest and any Pledged LLC
         Interest to the Collateral Agent or its nominee following an Event of
         Default and to the substitution of the Collateral Agent or its nominee
         as a partner in any partnership or as a member in any limited liability
         company with all the rights and powers related thereto.

                  (v) it shall notify the Collateral Agent of any default under
         any Pledged Debt that has caused, either in any case or in the
         aggregate, a Material Adverse Effect.

                  4.4.3 PLEDGED DEBT

                  (a) Representations and Warranties. Each Grantor hereby
represents and warrants, on the Closing Date and each Credit Date, that:

                  (i) Schedule 4.4 (as such schedule may be amended or
         supplemented from time to time) sets forth under the heading "Pledged
         Debt" all of the Pledged Debt owned by any Grantor and all of such
         Pledged Debt has been duly authorized, authenticated or issued, and
         delivered and is the legal, valid and binding obligation of the issuers
         thereof and is not in default and constitutes all of the issued and
         outstanding inter-company Indebtedness;

                  (b) Covenants and Agreements. Each Grantor hereby covenants
and agrees that:

                  (i) it shall notify the Collateral Agent of any default under
         any Pledged Debt that has caused, either in any individual case or in
         the aggregate, a Material Adverse Effect.

                  4.4.4 INVESTMENT ACCOUNTS


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<PAGE>

                  (a) Representations and Warranties. Each Grantor hereby
represents and warrants, on the Closing Date and each Credit Date, that:

                  (i) Schedule 4.4 hereto (as such schedule may be amended or
         supplemented from time to time) sets forth under the headings
         "Securities Accounts" and "Commodities Accounts," respectively, all of
         the Securities Accounts and Commodities Accounts in which each Grantor
         has an interest. Each Grantor is the sole entitlement holder of each
         such Securities Account and Commodity Account, and such Grantor has not
         consented to, and is not otherwise aware of, any Person (other than the
         Collateral Agent pursuant thereto) having "control" (within the
         meanings of Sections 8-106 and 9-106 of the UCC) over, or any other
         interest in, any such Securities Account or Commodity Account or
         securities or other property credited thereto;

                  (ii) Schedule 4.4 hereto (as such schedule may be amended or
         supplemented from time to time) sets forth under the headings "Deposit
         Accounts" all of the Deposit Accounts in which each Grantor has an
         interest. Each Grantor is the sole account holder of each such Deposit
         Account and such Grantor has not consented to, and is not otherwise
         aware of, any Person (other than the Collateral Agent pursuant thereto)
         having either sole dominion and control (within the meaning of common
         law) or "control" (within the meanings of Section 9-104 of the UCC)
         over, or any other interest in, any such Deposit Account or any money
         or other property deposited therein; and

                  (iii) Each Grantor has taken all actions necessary or
         desirable, including those specified in Section 4.4.4(c), to: (a)
         establish Collateral Agent's "control" (within the meanings of Sections
         8-106 and 9-106 of the UCC) over any portion of the Investment Related
         Property constituting Certificated Securities, Uncertificated
         Securities, Securities Accounts, Securities Entitlements or Commodities
         Accounts (each as defined in the UCC) other than as separately listed
         on Schedule 4.4.4(a)(iii) hereto; (b) establish the Collateral Agent's
         "control" (within the meaning of Section 9-104 of the UCC) over all
         Deposit Accounts that have a balance in excess of $400,000; and (c)
         deliver all Instruments to the Collateral Agent.

                  (b) Covenant and Agreement. Each Grantor hereby covenants and
agrees with the Collateral Agent and each other Secured Party that it shall not
close or terminate any Investment Account having a balance in excess of $400,000
without the prior consent of the Collateral Agent and unless a successor or
replacement account has been established with the consent of the Collateral
Agent with respect to which successor or replacement account a control agreement
has been entered into by the appropriate Grantor, Collateral Agent and
securities intermediary or depository institution at which such successor or
replacement account is to be maintained in accordance with the provisions of
Section 4.4.4(c).

                  (c) Delivery and Control

                  (i) With respect to any Investment Related Property consisting
         of Securities Accounts carrying a positive balance or Securities
         Entitlements set forth on Schedule 4.4, it shall cause the securities
         intermediary maintaining such Securities Account or Securities
         Entitlement to enter into an agreement substantially in the form of
         Exhibit C hereto pursuant to which it shall agree to comply with the
         Collateral Agent's "entitlement orders" without further consent by such
         Grantor. With respect to any Investment Related Property that is a
         "Deposit Account," having a balance in excess of



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<PAGE>

         $400,000, it shall cause the depositary institution maintaining such
         account to enter into an agreement substantially in the form of Exhibit
         D hereto, pursuant to which the Collateral Agent shall have both sole
         dominion and control over such Deposit Account (within the meaning of
         the common law) and "control" (within the meaning of Section 9-104 of
         the UCC) over such Deposit Account. Each Grantor shall have entered
         into such control agreement or agreements with respect to: (i) any
         Securities Accounts carrying a positive balance, Securities
         Entitlements or Deposit Accounts that exist on the Credit Date and that
         have a balance in excess of $400,000, as of or prior to the Credit Date
         and (ii) any Securities Accounts carrying a positive balance,
         Securities Entitlements or Deposit Accounts that are created or
         acquired after the Credit Date having a balance in excess of $400,000,
         as of or prior to the deposit or transfer of any such Securities
         Entitlements or funds, whether constituting moneys or investments, into
         such Securities Accounts or Deposit Accounts.

         In addition to the foregoing, if any issuer of any Investment Related
         Property is located in a jurisdiction outside of the United States,
         each Grantor shall take such additional actions, including, without
         limitation, causing the issuer to register the pledge on its books and
         records or making such filings or recordings, in each case as may be
         necessary or advisable, under the laws of such issuer's jurisdiction to
         insure the validity, perfection and priority of the security interest
         of the Collateral Agent. Upon the occurrence of an Event of Default,
         the Collateral Agent shall have the right, without notice to any
         Grantor, to transfer all or any portion of the Investment Related
         Property to its name or the name of its nominee or agent. In addition,
         the Collateral Agent shall have the right at any time, without notice
         to any Grantor, to exchange any certificates or instruments
         representing any Investment Related Property for certificates or
         instruments of smaller or larger denominations.

         4.5 MATERIAL CONTRACTS.

                  (a) Representations and Warranties. Each Grantor hereby
represents and warrants, on the Closing Date and on each Credit Date, that:

                  (i) Schedule 4.5 (as such schedule may be amended or
         supplemented from time to time) sets forth all of the Material
         Contracts to which such Grantor has rights; and

                  (ii) the Material Contracts, true and complete copies
         (including any amendments or supplements thereof) of which have been
         furnished to the Collateral Agent, have been duly authorized, executed
         and delivered by all parties thereto, are in full force and effect and
         are binding upon and enforceable against all parties thereto in
         accordance with their respective terms. There exists no default in any
         material respect under any Material Contract by any party thereto and
         neither such Grantor, nor to its best knowledge, any other Person party
         thereto is likely to become in default thereunder and no Person party
         thereto has any defenses, counterclaims or right of set-off with
         respect to any Material Contract.

                  (b) Covenants and Agreements. Each Grantor hereby covenants
and agrees that:



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<PAGE>

                  (i) in addition to any rights under Section 4.3, the
         Collateral Agent may at any time notify, or require any Grantor to so
         notify, the counterparty on any Material Contract of the security
         interest of the Collateral Agent therein. In addition, after the
         occurrence and during the continuance of an Event of Default, the
         Collateral Agent may upon written notice to the applicable Grantor,
         notify, or require any Grantor to notify, the counterparty to make all
         payments under the Material Contracts directly to the Collateral Agent;

                  (ii) each Grantor shall deliver promptly to the Collateral
         Agent a copy of each material demand, notice or document received by it
         relating in any way to any Material Contract;

                  (iii) each Grantor shall deliver promptly to the Collateral
         Agent, and in any event within ten (10) Business Days, after (1) any
         Material Contract of such Grantor is terminated or amended in a manner
         that is materially adverse to such Grantor or (2) any new Material
         Contract is entered into by such Grantor, a written statement
         describing such event, with copies of such material amendments or new
         contracts, delivered to the Collateral Agent (to the extent such
         delivery is permitted by the terms of any such Material Contract,
         provided, no prohibition on delivery shall be effective if it were
         bargained for by such Grantor with the intent of avoiding compliance
         with this Section 4.5(b)(iii)), and an explanation of any actions being
         taken with respect thereto;

                  (iv) it shall perform in all material respects all of its
         obligations with respect to the Material Contracts;

                  (v) it shall promptly and diligently exercise each material
         right (except the right of termination) it may have under any Material
         Contract, any Supporting Obligation or Collateral Support, in each
         case, at its own expense, and in connection with such collections and
         exercise, such Grantor shall take such action as such Grantor or the
         Collateral Agent (upon notice to the applicable Grantor) may deem
         necessary or advisable;

                  (vi) it shall use its diligent efforts to keep in full force
         and effect any Supporting Obligation or Collateral Support relating to
         any Material Contract;

                  (vii) each Grantor shall, within thirty (30) days of the date
         hereof with respect to any Non-Assignable Contract in effect on the
         date hereof and within thirty (30) days after entering into any
         Non-Assignable Contract after the Closing Date, request in writing the
         consent of the counterparty or counterparties to the Non-Assignable
         Contract pursuant to the terms of such Non-Assignable Contract or
         applicable law to the assignment or granting of a security interest in
         such Non-Assignable Contract to Secured Party and use its best efforts
         to obtain such consent as soon as practicable thereafter; and

                  (viii) each Grantor shall use its commercially reasonable
         efforts to prohibit anti-assignment provisions in any Material Contract
         after the date hereof.

         4.6 LETTER OF CREDIT RIGHTS.


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<PAGE>

                  (a) Representations and Warranties. Each Grantor hereby
represents and warrants, on the Closing Date and on each Credit Date, that:

                  (i) all material letters of credit to which such Grantor has
         rights is listed on Schedule 4.6 (as such schedule may be amended or
         supplemented from time to time) hereto; and

                  (ii) it has obtained the consent of each issuer of any
         material letter of credit to the assignment of the proceeds of the
         letter of credit to the Collateral Agent.

                  (b) Covenants and Agreements. Each Grantor hereby covenants
and agrees that with respect to any material letter of credit hereafter arising
it shall obtain the consent of the issuer thereof to the assignment of the
proceeds of the letter of credit to the Collateral Agent and shall deliver to
the Collateral Agent a completed Pledge Supplement, substantially in the form of
Exhibit A attached hereto, together with all Supplements to Schedules thereto.

         4.7 INTELLECTUAL PROPERTY.

                  (a) Representations and Warranties. Except as disclosed in
Schedule 4.7(H) (as such schedule may be amended or supplemented from time to
time), each Grantor hereby represents and warrants, on the Closing Date and on
each Credit Date, that:

                  (i) Schedule 4.7 (as such schedule may be amended or
         supplemented from time to time) sets forth a true and complete list of
         (i) all United States, state and foreign registrations of and
         applications for Patents, Trademarks, and Copyrights owned by each
         Grantor and (ii) all Patent Licenses, Trademark Licenses, Trade Secret
         Licenses and Copyright Licenses material to the business of such
         Grantor (other than any licenses relating to "off-the-shelf software");

                  (ii) it is the sole and exclusive owner of the entire right,
         title, and interest in and to all Intellectual Property listed on
         Schedule 4.7 (as such schedule may be amended or supplemented from time
         to time), and owns or has the valid right to use all other Intellectual
         Property used in or necessary to conduct its business, free and clear
         of all Liens, claims, encumbrances and licenses, except for Permitted
         Liens and the licenses set forth on Schedule 4.7(B), (D), (F) and (G)
         (as each may be amended or supplemented from time to time);

                  (iii) all Intellectual Property is subsisting and has not been
         adjudged invalid or unenforceable, in whole or in part, and each
         Grantor has performed all acts and has paid all renewal, maintenance,
         and other fees and taxes required to maintain each and every
         registration and application of Copyrights, Patents and Trademarks
         necessary to conduct its business is, to the best of each Grantor's
         knowledge, in full force and effect;

                  (iv) all Intellectual Property included in the Collateral is,
         to the best of each Grantor's knowledge, valid and enforceable; no
         holding, decision, or judgment has been rendered in any action or
         proceeding before any court or administrative authority challenging the
         validity of, such Grantor's right to register, or


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         such Grantor's rights to own or use, any Intellectual Property and no
         such action or proceeding is pending or, to the best of such Grantor's
         knowledge, threatened;

                  (v) all registrations and applications for Copyrights, Patents
         and Trademarks are standing in the name of each Grantor, and none of
         the Trademarks, Patents, Copyrights or Trade Secrets are currently
         licensed by any Grantor to any Affiliate or third party, except as
         disclosed in Schedule 4.7(B), (D), (F), or (G) (as each may be amended
         or supplemented from time to time);

                  (vi) each Grantor has been using appropriate statutory notice
         of registration in connection with its use of registered Trademarks,
         proper marking practices in connection with the use of Patents, and
         appropriate notice of copyright in connection with the publication of
         Copyrights material to the business of such Grantor;

                  (vii) each Grantor uses adequate standards of quality in the
         manufacture, distribution, and sale of all products sold and in the
         provision of all services rendered under or in connection with all
         Trademarks and has taken all action necessary to insure that all
         licensees of the Trademarks owned by such Grantor use such adequate
         standards of quality;

                  (viii) to the best of each Grantor's knowledge, the conduct of
         such Grantor's business does not infringe upon or otherwise violate any
         trademark, patent, copyright, trade secret or other intellectual
         property right owned or controlled by a third party;

                  (ix) to the best of each Grantor's knowledge, no claim has
         been made that the use of any Intellectual Property owned or used by
         each Grantor (or any of its respective licensees) violates the asserted
         rights of any third party;

                  (x) to the best of each Grantor's knowledge, no third party is
         infringing upon or otherwise violating any rights in any Intellectual
         Property owned or used by such Grantor, or any of its respective
         licensees;

                  (xi) no settlement or consents, covenants not to sue,
         nonassertion assurances, or releases have been entered into by Grantor
         or to which Grantor is bound that adversely affect Grantor's rights to
         own or use any Intellectual Property; and

                  (xii) other than in the ordinary course of business, each
         Grantor has not made a previous assignment, sale, transfer or agreement
         constituting a present or future assignment, sale, transfer or
         agreement of any Intellectual Property that has not been terminated or
         released. There is no effective financing statement or other document
         or instrument now executed, or on file or recorded in any public
         office, granting a security interest in or otherwise encumbering any
         part of the Intellectual Property, other than in favor of the
         Collateral Agent.

                  (b) Covenants and Agreements. Each Grantor hereby covenants
and agrees as follows:

                  (i) it shall not do any act or omit to do any act whereby any
         of the Intellectual Property which is material to the business of
         Grantor may lapse, or


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         become abandoned, dedicated to the public, or unenforceable, or which
         would adversely affect the validity, grant, or enforceability of the
         security interest granted therein;

                  (ii) it shall not, with respect to any Trademarks which are
         material to the business of any Grantor, cease the use of any of such
         Trademarks or fail to maintain the level of the quality of products
         sold and services rendered under any of such Trademark at a level at
         least substantially consistent with the quality of such products and
         services as of the date hereof, and each Grantor shall take all steps
         necessary to insure that licensees of such Trademarks use such
         consistent standards of quality;

                  (iii) it shall, within thirty (30) days of the creation or
         acquisition of any Copyrightable work which is material to the business
         of Grantor in the United States, apply to register the Copyright in the
         United States Copyright Office, provided, however, that the Company
         may, in its prudent business judgment, decide that it shall not apply
         to register such Copyright in the United States Copyright Office;

                  (iv) it shall promptly notify the Collateral Agent if it knows
         or has reason to know that any item of the Intellectual Property that
         is material to the business of any Grantor is likely to become (a)
         abandoned or dedicated to the public or placed in the public domain,
         (b) invalid or unenforceable, or (c) subject to any adverse
         determination or development (including the institution of proceedings)
         in any action or proceeding in the United States Patent and Trademark
         Office, the United States Copyright Office, any state registry, any
         foreign counterpart of the foregoing, or any court;

                  (v) it shall take all reasonable steps in the United States
         Patent and Trademark Office, the United States Copyright Office, any
         state registry or any foreign counterpart of the foregoing, to pursue
         any application and maintain any registration of each Trademark,
         Patent, and Copyright owned by any Grantor and material to its business
         which is now or shall become included in the Intellectual Property
         (except for such works with respect to which such Grantor has
         determined in the exercise of its commercially reasonable judgment that
         it shall not seek registration) including, but not limited to, those
         items on Schedule 4.7(A), (C) and (E) (as each may be amended or
         supplemented from time to time);

                  (vi) in the event that any Intellectual Property owned by or
         exclusively licensed to any Grantor is infringed, misappropriated, or
         diluted by a third party, such Grantor shall take all commercially
         reasonable actions to stop such infringement, misappropriation, or
         dilution and protect its rights in such Intellectual Property
         including, but not limited to, the initiation of a suit for injunctive
         relief and to recover damages;

                  (vii) it shall timely report to the Collateral Agent (i) the
         filing of any application to register any Intellectual Property with
         the United States Patent and Trademark Office, the United States
         Copyright Office, or any state registry or foreign counterpart of the
         foregoing (whether such application is filed by such Grantor or through
         any agent, employee, licensee, or designee thereof) and (ii) the
         registration of any Intellectual Property by any such office, in each
         case by executing and delivering to the Collateral Agent a completed
         Pledge Supplement, substantially in the form of Exhibit A attached
         hereto, together with all Supplements to Schedules thereto;


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                  (viii) it shall, promptly upon the reasonable request of the
         Collateral Agent, execute and deliver to the Collateral Agent any
         document required to acknowledge, confirm, register, record, or perfect
         the Collateral Agent's interest in any part of the Intellectual
         Property, whether now owned or hereafter acquired;

                  (ix) except with the prior consent of the Collateral Agent or
         as permitted under the Credit Agreement, each Grantor shall not
         execute, and there will not be on file in any public office, any
         financing statement or other document or instruments, except financing
         statements or other documents or instruments filed or to be filed in
         favor of the Collateral Agent and each Grantor shall not sell, assign,
         transfer, license, grant any option, or create or suffer to exist any
         Lien upon or with respect to the Intellectual Property, except for the
         Lien created by and under this Agreement and the other Credit
         Documents;

                  (x) it shall hereafter use commercially reasonable efforts so
         as not to permit the inclusion in any contract to which it hereafter
         becomes a party of any provision that could or might in any way
         materially impair or prevent the creation of a security interest in, or
         the assignment of, such Grantor's rights and interests in any property
         included within the definitions of any Intellectual Property acquired
         under such contracts;

                  (xi) it shall take all steps reasonably necessary to protect
         the secrecy of all Trade Secrets necessary to conduct its business
         relating to the products and services sold or delivered under or in
         connection with the Intellectual Property Collateral, including,
         without limitation, entering into confidentiality agreements with
         employees and labeling and restricting access to secret information and
         documents in accordance with standard practices in the industry; and

                  (xii) it shall use its best efforts to use proper statutory
         notice in connection with its use of any of the Intellectual Property.

         4.8 COMMERCIAL TORT CLAIMS

                  (a) Representations and Warranties. Each Grantor hereby
represents and warrants, on the Closing Date and on each Credit Date, that
Schedule 4.8 (as such schedule may be amended or supplemented from time to time)
sets forth all Commercial Tort Claims of each Grantor in excess of $250,000
individually; and

                  (b) Covenants and Agreements. Each Grantor hereby covenants
and agrees that with respect to any Commercial Tort Claim in excess of $250,000
individually hereafter arising it shall deliver to the Collateral Agent a
completed Pledge Supplement, substantially in the form of Exhibit A attached
hereto, together with all Supplements to Schedules thereto, identifying such new
Commercial Tort Claims.

SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL
           GRANTORS.


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         5.1 ACCESS; RIGHT OF INSPECTION. Upon reasonable notice, the Collateral
Agent shall have full and free access during normal business hours to all the
books, correspondence and records of each Grantor, and the Collateral Agent and
its representatives may examine the same, take extracts therefrom and make
photocopies thereof, and each Grantor agrees to render to the Collateral Agent,
at such Grantor's cost and expense, such clerical and other assistance as may be
reasonably requested with regard thereto. The Collateral Agent and its
representatives shall at all times also have the right to enter any premises of
each Grantor and inspect any property of each Grantor where any of the
Collateral of such Grantor granted pursuant to this Agreement is located for the
purpose of inspecting the same, observing its use or otherwise protecting its
interests therein.

         5.2 FURTHER ASSURANCES.

                  (a) Each Grantor agrees that from time to time, at the expense
of such Grantor, that it shall promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary or
desirable, or that the Collateral Agent may reasonably request, in order to
create and/or maintain the validity, perfection or priority of and protect any
security interest granted hereby or to enable the Collateral Agent to exercise
and enforce its rights and remedies hereunder with respect to any Collateral.
Without limiting the generality of the foregoing, each Grantor shall:

                  (i) file such financing or continuation statements, or
         amendments thereto, and execute and deliver such other agreements,
         instruments, endorsements, powers of attorney or notices, as may be
         necessary or desirable, or as the Collateral Agent may reasonably
         request, in order to perfect and preserve the security interests
         granted or purported to be granted hereby;

                  (ii) take all actions necessary to ensure the recordation of
         appropriate evidence of the liens and security interest granted
         hereunder in the Intellectual Property with any intellectual property
         registry in which said Intellectual Property is registered or in which
         an application for registration is pending including, without
         limitation, the United States Patent and Trademark Office, the United
         States Copyright Office, the various Secretaries of State, and the
         foreign counterparts on any of the foregoing;

                  (iii) at any reasonable time, upon request by the Collateral
         Agent, assemble the Collateral and allow inspection of the Collateral
         by the Collateral Agent, or persons designated by the Collateral Agent;
         and

                  (iv) at the Collateral Agent's reasonable request, appear in
         and defend any action or proceeding that may affect such Grantor's
         title to or the Collateral Agent's security interest in all or any
         material part of the Collateral.

                  (b) Each Grantor hereby authorizes the Collateral Agent to
file a Record or Records, including, without limitation, financing or
continuation statements, and amendments thereto, in any jurisdictions and with
any filing offices as the Collateral Agent may determine, in


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<PAGE>

its sole discretion, are necessary or advisable to perfect the security interest
granted to the Collateral Agent herein. Such financing statements may describe
the Collateral in the same manner as described herein or may contain an
indication or description of collateral that describes such property in any
other manner as the Collateral Agent may determine, in its sole discretion, is
necessary, advisable or prudent to ensure the perfection of the security
interest in the Collateral granted to the Collateral Agent herein, including,
without limitation, describing such property as "all assets" or "all personal
property, whether now owned or hereafter acquired." Each Grantor shall furnish
to the Collateral Agent from time to time statements and schedules further
identifying and describing the Collateral and such other reports in connection
with the Collateral as the Collateral Agent may reasonably request, all in
reasonable detail.

                  (c) Each Grantor hereby authorizes the Collateral Agent to
modify this Agreement after obtaining such Grantor's approval of or signature to
such modification by amending Schedule 4.7 (as such schedule may be amended or
supplemented from time to time) to include reference to any right, title or
interest in any existing Intellectual Property or any Intellectual Property
acquired or developed by any Grantor after the execution hereof or to delete any
reference to any right, title or interest in any Intellectual Property in which
any Grantor no longer has or claims any right, title or interest.

         5.3 ADDITIONAL GRANTORS. From time to time subsequent to the date
hereof, additional Persons may become parties hereto as additional Grantors
(each, an "Additional Grantor"), by executing a Counterpart Agreement. Upon
delivery of any such counterpart agreement to the Collateral Agent, notice of
which is hereby waived by Grantors, each Additional Grantor shall be a Grantor
and shall be as fully a party hereto as if Additional Grantor were an original
signatory hereto. Each Grantor expressly agrees that its obligations arising
hereunder shall not be affected or diminished by the addition or release of any
other Grantor hereunder, nor by any election of Collateral Agent not to cause
any Subsidiary of Company to become an Additional Grantor hereunder. This
Agreement shall be fully effective as to any Grantor that is or becomes a party
hereto regardless of whether any other Person becomes or fails to become or
ceases to be a Grantor hereunder.

SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.

         6.1 POWER OF ATTORNEY. Each Grantor hereby irrevocably appoints the
Collateral Agent (such appointment being coupled with an interest) as such
Grantor's attorney-in-fact, with full authority in the place and stead of such
Grantor and in the name of such Grantor, the Collateral Agent or otherwise, from
time to time in the Collateral Agent's discretion to take any action and to
execute any instrument that the Collateral Agent may deem reasonably necessary
or advisable to accomplish the purposes of this Agreement, including, without
limitation, the following:

                  (a) upon the occurrence and during the continuance of any
Event of Default, to obtain and adjust insurance required to be maintained by
such Grantor or paid to the Collateral Agent pursuant to the Credit Agreement;

                  (b) upon the occurrence and during the continuance of any
Event of Default, to ask for, demand, collect, sue for, recover, compound,
receive and give acquittance and receipts for moneys due and to become due under
or in respect of any of the Collateral;


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<PAGE>

                  (c) upon the occurrence and during the continuance of any
Event of Default, to receive, endorse and collect any drafts or other
instruments, documents and chattel paper in connection with clause (b) above;

                  (d) upon the occurrence and during the continuance of any
Event of Default, to file any claims or take any action or institute any
proceedings that the Collateral Agent may deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the rights of the
Collateral Agent with respect to any of the Collateral;

                  (e) to prepare and file any UCC financing statements against
such Grantor as debtor (a copy of any such UCC financing statements shall be
forwarded to such Grantor);

                  (f) to prepare, sign, and file for recordation in any
intellectual property registry, appropriate evidence of the lien and security
interest granted herein in the Intellectual Property in the name of such Grantor
as debtor;

                  (g) to take or cause to be taken all actions necessary to
perform or comply or cause performance or compliance with the terms of this
Agreement, including, without limitation, access to pay or discharge taxes or
Liens (other than Permitted Liens) levied or placed upon or threatened against
the Collateral, the legality or validity thereof and the amounts necessary to
discharge the same to be determined by the Collateral Agent in its sole
discretion, any such payments made by the Collateral Agent to become obligations
of such Grantor to the Collateral Agent, due and payable immediately without
demand; and

                  (h) generally to sell, transfer, pledge, make any agreement
with respect to or otherwise deal with any of the Collateral as fully and
completely as though the Collateral Agent were the absolute owner thereof for
all purposes, and to do, at the Collateral Agent's option and such Grantor's
expense, at any time or from time to time, all acts and things that the
Collateral Agent deems reasonably necessary to protect, preserve or, upon the
occurrence and during the continuation of an Event of Default, realize upon the
Collateral and the Collateral Agent's security interest therein in order to
effect the intent of this Agreement, all as fully and effectively as such
Grantor might do.

         6.2 NO DUTY ON THE PART OF COLLATERAL AGENT OR SECURED PARTIES. The
powers conferred on the Collateral Agent hereunder are solely to protect the
interests of the Secured Parties in the Collateral and shall not impose any duty
upon the Collateral Agent or any Secured Party to exercise any such powers. The
Collateral Agent and the Secured Parties shall be accountable only for amounts
that they actually receive as a result of the exercise of such powers, and
neither they nor any of their officers, directors, employees or agents shall be
responsible to any Grantor for any act or failure to act hereunder, except for
their own gross negligence or willful misconduct.

SECTION 7. REMEDIES.

         7.1 GENERALLY.

                  (a) If any Event of Default shall have occurred and be
continuing, the Collateral Agent may exercise in respect of the Collateral, in
addition to all other rights and


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<PAGE>

remedies provided for herein or otherwise available to it at law or in equity,
all the rights and remedies of the Collateral Agent on default under the UCC
(whether or not the UCC applies to the affected Collateral) to collect, enforce
or satisfy any Secured Obligations then owing, whether by acceleration or
otherwise, and also may pursue any of the following separately, successively or
simultaneously:

                  (i) require any Grantor to, and each Grantor hereby agrees
         that it shall at its expense and promptly upon request of the
         Collateral Agent forthwith, assemble all or part of the Collateral as
         directed by the Collateral Agent and make it available to the
         Collateral Agent at a place to be designated by the Collateral Agent
         that is reasonably convenient to both parties;

                  (ii) enter onto the property where any Collateral is located
         and take possession thereof with or without judicial process;

                  (iii) prior to the disposition of the Collateral, store,
         process, repair or recondition the Collateral or otherwise prepare the
         Collateral for disposition in any manner to the extent the Collateral
         Agent deems appropriate; and

                  (iv) without notice except as specified below or under the
         UCC, sell, assign, lease, license (on an exclusive or nonexclusive
         basis) or otherwise dispose of the Collateral or any part thereof in
         one or more parcels at public or private sale, at any of the Collateral
         Agent's offices or elsewhere, for cash, on credit or for future
         delivery, at such time or times and at such price or prices and upon
         such other terms as the Collateral Agent may deem commercially
         reasonable.

                  (b) The Collateral Agent or any Secured Party may be the
purchaser of any or all of the Collateral at any public or private (to the
extent to the portion of the Collateral being privately sold is of a kind that
is customarily sold on a recognized market or the subject of widely distributed
standard price quotations) sale in accordance with the UCC and the Collateral
Agent, as collateral agent for and representative of the Secured Parties, shall
be entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Collateral sold at any such sale
made in accordance with the UCC, to use and apply any of the Secured Obligations
as a credit on account of the purchase price for any Collateral payable by the
Collateral Agent at such sale. Each purchaser at any such sale shall hold the
property sold absolutely free from any claim or right on the part of any
Grantor, and each Grantor hereby waives (to the extent permitted by applicable
law) all rights of redemption, stay and/or appraisal which it now has or may at
any time in the future have under any rule of law or statute now existing or
hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall
be required by law, at least ten (10) days notice to such Grantor of the time
and place of any public sale or the time after which any private sale is to be
made shall constitute reasonable notification. The Collateral Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given. The Collateral Agent may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was so
adjourned. Each Grantor agrees that it would not be commercially unreasonable
for the Collateral Agent to dispose of the Collateral or any portion thereof by
using Internet sites that provide for the auction of assets of the types
included in the Collateral or that have the reasonable capability of doing so,
or that match buyers and sellers of assets. Each Grantor hereby waives any
claims against the Collateral Agent arising by reason of the fact that the price
at which any Collateral may have been sold at such a private sale was less than
the price which might have been obtained at a public sale, even if the
Collateral



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Agent accepts the first offer received and does not offer such Collateral to
more than one offeree. If the proceeds of any sale or other disposition of the
Collateral are insufficient to pay all the Secured Obligations, Grantors shall
be liable for the deficiency and the fees of any attorneys employed by the
Collateral Agent to collect such deficiency. Each Grantor further agrees that a
breach of any of the covenants contained in this Section will cause irreparable
injury to the Collateral Agent, that the Collateral Agent has no adequate remedy
at law in respect of such breach and, as a consequence, that each and every
covenant contained in this Section shall be specifically enforceable against
such Grantor, and such Grantor hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants except for
a defense that no default has occurred giving rise to the Secured Obligations
becoming due and payable prior to their stated maturities. Nothing in this
Section shall in any way alter the rights of the Collateral Agent hereunder.

                  (c) The Collateral Agent may sell the Collateral without
giving any warranties as to the Collateral. The Collateral Agent may
specifically disclaim or modify any warranties of title or the like. This
procedure will not be considered to adversely affect the commercial
reasonableness of any sale of the Collateral.

                  (d) The Collateral Agent shall have no obligation to marshal
any of the Collateral.

         7.2 APPLICATION OF PROCEEDS. Except as expressly provided elsewhere in
this Agreement, all proceeds received by the Collateral Agent in respect of any
sale, any collection from, or other realization upon all or any part of the
Collateral shall be applied in full or in part by the Collateral Agent against,
the Secured Obligations in the following order of priority: first, to the
payment of all costs and expenses of such sale, collection or other realization,
including reasonable compensation to the Collateral Agent and its agents and
counsel, and all other 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 hereunder (in its capacity as
the Collateral Agent and not as a Lender) and all advances made by the
Collateral Agent hereunder for the account of the applicable Grantor, and to the
payment of all costs and expenses paid or incurred by the Collateral Agent in
connection with the exercise of any right or remedy hereunder or under the
Credit Agreement, all in accordance with the terms hereof or thereof; second, to
the extent of any excess of such proceeds, to the payment of all other Secured
Obligations for the ratable benefit of the Lenders and the Lender
Counterparties; and third, subject to the provisions of the Intercreditor
Agreement, to the extent of any excess of such proceeds, to the payment to or
upon the order of such Grantor or to whosoever may be lawfully entitled to
receive the same or as a court of competent jurisdiction may direct.

         7.3 SALES ON CREDIT. If Collateral Agent sells any of the Collateral on
credit, Grantor will be credited only with payments actually made by purchaser
and received by Collateral Agent and applied to indebtedness of the purchaser.
In the event the purchaser fails to pay for the Collateral, Collateral Agent may
resell the Collateral and Grantor shall be credited with proceeds of the sale.




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         7.4 DEPOSIT ACCOUNTS. If any Event of Default shall have occurred and
be continuing, the Collateral Agent may apply the balance from any Deposit
Account or instruct the bank at which any Deposit Account is maintained to pay
the balance of any Deposit Account to or for the benefit of the Collateral
Agent.

         7.5 INVESTMENT RELATED PROPERTY. Each Grantor recognizes that, by
reason of certain prohibitions contained in the Securities Act and applicable
state securities laws, the Collateral Agent may be compelled, with respect to
any sale of all or any part of the Investment Related Property conducted without
prior registration or qualification of such Investment Related Property under
the Securities Act and/or such state securities laws, to limit purchasers to
those who will agree, among other things, to acquire the Investment Related
Property for their own account, for investment and not with a view to the
distribution or resale thereof. Each Grantor acknowledges that any such private
sale may be at prices and on terms less favorable than those obtainable through
a public sale without such restrictions (including a public offering made
pursuant to a registration statement under the Securities Act) and,
notwithstanding such circumstances, each Grantor agrees that any such private
sale shall be deemed to have been made in a commercially reasonable manner and
that the Collateral Agent shall have no obligation to engage in public sales and
no obligation to delay the sale of any Investment Related Property for the
period of time necessary to permit the issuer thereof to register it for a form
of public sale requiring registration under the Securities Act or under
applicable state securities laws, even if such issuer would, or should, agree to
so register it. If the Collateral Agent determines to exercise its right to sell
any or all of the Investment Related Property, upon written request, each
Grantor shall and shall cause each issuer of any Pledged Stock to be sold
hereunder, each partnership and each limited liability company from time to time
to furnish to the Collateral Agent all such information as the Collateral Agent
may request in order to determine the number and nature of interest, shares or
other instruments included in the Investment Related Property which may be sold
by the Collateral Agent in exempt transactions under the Securities Act and the
rules and regulations of the Securities and Exchange Commission thereunder, as
the same are from time to time in effect. Notwithstanding anything to the
contrary set forth herein, no Grantor shall be required to register any such
Collateral under federal or state securities laws.

         7.6 INTELLECTUAL PROPERTY.

                  (a) Anything contained herein to the contrary notwithstanding,
upon the occurrence and during the continuation of an Event of Default:

                  (i) the Collateral Agent shall have the right (but not the
         obligation) to bring suit or otherwise commence any action or
         proceeding in the name of any Grantor, the Collateral Agent or
         otherwise, in the Collateral Agent's reasonable discretion, to enforce
         any Intellectual Property, in which event such Grantor shall, at the
         request of the Collateral Agent, do any and all lawful acts and execute
         any and all documents reasonably required by the Collateral Agent in
         aid of such enforcement and such Grantor shall promptly, upon demand,
         reimburse and indemnify the Collateral Agent as provided in Section 10
         hereof in connection with the exercise of its rights under this
         Section, and, to the extent that the Collateral Agent shall elect not
         to bring suit to enforce any Intellectual Property as provided in this
         Section, each Grantor agrees to use all reasonable measures, whether by
         action, suit, proceeding or otherwise, to prevent the infringement or
         other violation of any of such Grantor's rights in the Intellectual
         Property



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         by others and for that purpose agrees to diligently maintain any
         action, suit or proceeding against any Person so infringing as shall be
         necessary to prevent such infringement or violation;

                  (ii) upon written demand from the Collateral Agent, each
         Grantor shall grant, assign, convey or otherwise transfer to the
         Collateral Agent an absolute assignment of all of such Grantor's right,
         title and interest in and to the Intellectual Property and shall
         execute and deliver to the Collateral Agent such documents as are
         necessary or appropriate to carry out the intent and purposes of this
         Agreement;

                  (iii) each Grantor agrees that such an assignment and/or
         recording shall be applied to reduce the Secured Obligations
         outstanding only to the extent that the Collateral Agent (or any
         Secured Party) receives cash proceeds in respect of the sale of, or
         other realization upon, the Intellectual Property;

                  (iv) within five (5) Business Days after written notice from
         the Collateral Agent, each Grantor shall make available to the
         Collateral Agent, to the extent within such Grantor's power and
         authority, such personnel in such Grantor's employ on the date of such
         Event of Default as the Collateral Agent may reasonably designate, by
         name, title or job responsibility, to permit such Grantor to continue,
         directly or indirectly, to produce, advertise and sell the products and
         services sold or delivered by such Grantor under or in connection with
         the Trademarks, Trademark Licenses, such persons to be available to
         perform their prior functions on the Collateral Agent's behalf and to
         be compensated by the Collateral Agent at such Grantor's expense on a
         per diem, pro-rata basis consistent with the salary and benefit
         structure applicable to each as of the date of such Event of Default;
         and

                  (v) the Collateral Agent shall have the right to notify, or
         require each Grantor to notify, any obligors with respect to amounts
         due or to become due to such Grantor in respect of the Intellectual
         Property, of the existence of the security interest created herein, to
         direct such obligors to make payment of all such amounts directly to
         the Collateral Agent, and, upon such notification and at the expense of
         such Grantor, to enforce collection of any such amounts and to adjust,
         settle or compromise the amount or payment thereof, in the same manner
         and to the same extent as such Grantor might have done;

         (1)      all amounts and proceeds (including checks and other
                  instruments) received by Grantor in respect of amounts due to
                  such Grantor in respect of the Collateral or any portion
                  thereof shall be received in trust for the benefit of the
                  Collateral Agent hereunder, shall be segregated from other
                  funds of such Grantor and shall be forthwith paid over or
                  delivered to the Collateral Agent in the same form as so
                  received (with any necessary endorsement) to be held as cash
                  Collateral and applied as provided by Section 7.7 hereof; and

         (2)      Grantor shall not adjust, settle or compromise the amount or
                  payment of any such amount or release wholly or partly any
                  obligor with respect thereto or allow any credit or discount
                  thereon.


                                       35

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<PAGE>

                  (b) If (i) an Event of Default shall have occurred and, by
reason of cure, waiver, modification, amendment or otherwise, no longer be
continuing, (ii) no other Event of Default shall have occurred and be
continuing, (iii) an assignment or other transfer to the Collateral Agent of any
rights, title and interests in and to the Intellectual Property shall have been
previously made and shall have become absolute and effective, and (iv) the
Secured Obligations shall not have become immediately due and payable, upon the
written request of any Grantor, the Collateral Agent shall promptly execute and
deliver to such Grantor, at such Grantor's sole cost and expense, such
assignments or other transfer as may be necessary to reassign to such Grantor
any such rights, title and interests as may have been assigned to the Collateral
Agent as aforesaid, subject to any disposition thereof that may have been made
by the Collateral Agent; provided, after giving effect to such reassignment, the
Collateral Agent's security interest granted pursuant hereto, as well as all
other rights and remedies of the Collateral Agent granted hereunder, shall
continue to be in full force and effect; and provided further, the rights, title
and interests so reassigned shall be free and clear of all Liens other than
Liens (if any) encumbering such rights, title and interest at the time of their
assignment to the Collateral Agent and Permitted Liens.

                  (c) Solely for the purpose of enabling the Collateral Agent to
exercise rights and remedies under this Section 7 and at such time as the
Collateral Agent shall be lawfully entitled to exercise such rights and
remedies, each Grantor hereby grants to the Collateral Agent, to the extent it
has the right to do so, an irrevocable, nonexclusive license (exercisable
without payment of royalty or other compensation to such Grantor), subject, in
the case of Trademarks, to sufficient rights to quality control and inspection
in favor of such Grantor to avoid the risk of invalidation of said Trademarks,
to use, operate under, license, or sublicense any Intellectual Property now
owned or hereafter acquired by such Grantor, and wherever the same may be
located.

         7.7 CASH PROCEEDS. In addition to the rights of the Collateral Agent
specified in Section 4.3 with respect to payments of Receivables, if an Event of
Default shall occur and be continuing, all proceeds of any Collateral received
by any Grantor consisting of cash, checks and other near-cash items
(collectively, "CASH PROCEEDS") shall be held by such Grantor in trust for the
Collateral Agent, segregated from other funds of such Grantor, and shall,
forthwith upon receipt by such Grantor, unless otherwise provided pursuant to
Section 4.4(a)(ii), be turned over to the Collateral Agent in the exact form
received by such Grantor (duly indorsed by such Grantor to the Collateral Agent,
if required) and held by the Collateral Agent in the Collateral Account. With
respect to any Cash Proceeds received by the Collateral Agent (whether from a
Grantor or otherwise): (i) if no Event of Default shall have occurred and be
continuing, such Cash Proceeds shall be returned to the applicable Grantor and
(ii) if an Event of Default shall have occurred and be continuing, may, in the
sole discretion of the Collateral Agent, (A) be held by the Collateral Agent for
the ratable benefit of the Secured Parties, as collateral security for the
Secured Obligations (whether matured or unmatured) and/or (B) then or at any
time thereafter may be applied by the Collateral Agent against the Secured
Obligations then due and owing.

SECTION 8. COLLATERAL AGENT.

         The Collateral Agent has been appointed to act as Collateral Agent
hereunder by Lenders and, by their acceptance of the benefits hereof, the other
Secured Parties. The Collateral Agent shall be obligated, and shall have the
right hereunder, to make demands, to give notices, to



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<PAGE>

exercise or refrain from exercising any rights, and to take or refrain from
taking any action (including, without limitation, the release or substitution of
Collateral), solely in accordance with this Agreement and the Credit Agreement;
provided, the Collateral Agent shall, after payment in full of all Obligations
under the Credit Agreement and the other Credit Documents, exercise, or refrain
from exercising, any remedies provided for herein in accordance with the
instructions of the holders of a majority of the aggregate notional amount (or,
with respect to any Hedge Agreement that has been terminated in accordance with
its terms, the amount then due and payable (exclusive of expenses and similar
payments but including any early termination payments then due) under such Hedge
Agreement) under all Hedge Agreements. In furtherance of the foregoing
provisions of this Section, each Secured Party, by its acceptance of the
benefits hereof, agrees that it shall have no right individually to realize upon
any of the Collateral hereunder, it being understood and agreed by such Secured
Party that all rights and remedies hereunder may be exercised solely by the
Collateral Agent for the benefit of the Secured Parties in accordance with the
terms of this Section. Collateral Agent may resign at any time by giving written
notice thereof to Lenders and the Grantors, and Collateral Agent may be removed
at any time with or without cause by an instrument or concurrent instruments in
writing delivered to the Grantors and Collateral Agent signed by the Requisite
Lenders. Upon any such notice of resignation or any such removal, Requisite
Lenders shall have the right, upon five (5) Business Days' notice to the
Collateral Agent, following receipt of the Grantors' consent (which shall not be
unreasonably withheld or delayed and which shall not be required while an Event
of Default exists), to appoint a successor Collateral Agent. Upon the acceptance
of any appointment as Administrative Agent under the terms of the Credit
Agreement by a successor Administrative Agent, that successor Administrative
Agent shall thereby also be deemed the successor Collateral Agent and such
successor Collateral Agent shall thereupon succeed to and become vested with all
the rights, powers, privileges and duties of the retiring or removed Collateral
Agent under this Agreement, and the retiring or removed Collateral Agent under
this Agreement shall promptly (i) transfer to such successor Collateral Agent
all sums, Securities and other items of Collateral held hereunder, together with
all records and other documents necessary or appropriate in connection with the
performance of the duties of the successor Collateral Agent under this
Agreement, and (ii) execute and deliver to such successor Collateral Agent such
amendments to financing statements, and take such other actions, as may be
necessary or appropriate in connection with the assignment to such successor
Collateral Agent of the security interests created hereunder, whereupon such
retiring or removed Collateral Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring or removed Collateral
Agent's resignation or removal hereunder as the Collateral Agent, the provisions
of this Agreement shall inure to its benefit as to any actions taken or omitted
to be taken by it under this Agreement while it was the Collateral Agent
hereunder.

SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.

         This Agreement shall create a continuing security interest in the
Collateral and shall remain in full force and effect until the payment in full
of all Secured Obligations, the cancellation or termination of the Commitments
and the cancellation or expiration of all outstanding Letters of Credit, be
binding upon each Grantor, its successors and assigns, and inure, together with
the rights and remedies of the Collateral Agent hereunder, to the benefit of the
Collateral Agent and its successors, transferees and assigns. Without limiting
the generality of the foregoing, but subject to the terms of the Credit
Agreement, any Lender may assign or otherwise transfer any Loans held by it to
any other Person, and such other Person shall thereupon become vested with all
the benefits in respect thereof granted to Lenders herein or otherwise. Upon the
payment in full of all Secured Obligations, the cancellation or termination of



                                       37

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<PAGE>

the Commitments and the cancellation or expiration of all outstanding Letters of
Credit, the security interest granted hereby shall terminate hereunder and of
record and all rights to the Collateral shall revert to Grantors. Thereafter,
this Agreement shall be reinstated if at any time any payment of any of the
Obligations is rescinded or must otherwise be returned upon the insolvency,
bankruptcy or reorganization of any Grantor or any other Person or otherwise,
all as though the payment had not been made. Upon any such termination the
Collateral Agent shall, at Grantors' expense, execute and deliver to Grantors
such documents as Grantors shall reasonably request in writing to evidence such
termination.

SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.

         The powers conferred on the Collateral Agent hereunder are solely to
protect its interest in the Collateral and shall not impose any duty upon it to
exercise any such powers. Except for the exercise of reasonable care in the
custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, the Collateral Agent shall have no duty as to
any Collateral or as to the taking of any necessary steps to preserve rights
against prior parties or any other rights pertaining to any Collateral. The
Collateral Agent shall be deemed to have exercised reasonable care in the
custody and preservation of Collateral in its possession if such Collateral is
accorded treatment substantially equal to that which the Collateral Agent
accords its own property. Neither the Collateral Agent nor any of its directors,
officers, employees or agents shall be liable for failure to demand, collect or
realize upon all or any part of the Collateral or for any delay in doing so or
shall be under any obligation to sell or otherwise dispose of any Collateral
upon the request of any Grantor or otherwise. If any Grantor fails to perform
any agreement contained herein, the Collateral Agent may itself perform, or
cause performance of, such agreement, and the expenses of the Collateral Agent
incurred in connection therewith shall be payable by each Grantor under Section
10.2 of the Credit Agreement.

SECTION 11. MISCELLANEOUS.

         Any notice required or permitted to be given under this Agreement shall
be given in accordance with Section 10.1 of the Credit Agreement. No failure or
delay on the part of the Collateral Agent in the exercise of any power, right or
privilege hereunder or under any other Credit Document shall impair such power,
right or privilege or be construed to be a waiver of any default or acquiescence
therein, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other power,
right or privilege. All rights and remedies existing under this Agreement and
the other Credit Documents are cumulative to, and not exclusive of, any rights
or remedies otherwise available. In case any provision in or obligation under
this Agreement shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby. All covenants hereunder shall be
given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or would otherwise be within the limitations of, another covenant
shall not avoid the occurrence of a Default or an Event of Default if such
action is taken or condition exists. This Agreement shall be binding upon and
inure to the benefit of the Collateral Agent and Grantors and their respective
successors and assigns. No Grantor shall, without the prior written consent of
the Collateral Agent given in accordance with the Credit Agreement, assign any
right, duty or obligation hereunder. This Agreement and the other Credit
Documents embody the entire agreement and understanding between Grantors and the
Collateral Agent and supersede all prior agreements and understandings between
such parties relating to the subject


                                       38


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PLEDGE AND SECURITY AGREEMENT

<PAGE>

matter hereof and thereof. Accordingly, the Credit Documents may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements
of the parties. There are no unwritten oral agreements between the parties. This
Agreement may be executed in one or more counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document.

                  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS
CONFLICTS OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE
NEW YORK GENERAL OBLIGATION LAWS).



                                       39

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<PAGE>
                  IN WITNESS WHEREOF, each Grantor and the Collateral Agent have
caused this Agreement to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written above.


                                       AMERICAN REPROGRAPHICS COMPANY, L.L.C.,


                                       By
                                         ---------------------------------------
                                       Name:
                                       Title:



                                       AMERICAN REPROGRAPHICS HOLDINGS, L.L.C.,


                                       By
                                         ---------------------------------------
                                       Name:
                                       Title:


                                       ARC ACQUISITION CORPORATION


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       BLUE PRINT SERVICE COMPANY, INC.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer


                                      S-1

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PLEDGE AND SECURITY AGREEMENT

<PAGE>
                                       INPRINT CORPORATION


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       RHODE ISLAND BLUEPRINT CO.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       OLYMPIC BLUEPRINT CO., INC.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer


                                       LEET-MELBROOK, INC.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       PENINSULA BLUEPRINT, INC.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer


                                      S-2

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PLEDGE AND SECURITY AGREEMENT


<PAGE>
                                       STRATO REPROGRAPHIX, INC.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       QUALITY REPROGRAPHIC SERVICES, INC.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       MIRROR PLUS TECHNOLOGIES, INC.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       E. PAVILION, L.L.C.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       FRANKLIN GRAPHICS CORPORATION


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                      S-3

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PLEDGE AND SECURITY AGREEMENT


<PAGE>
                                       ENGINEERING REPRO SYSTEMS, INC.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       WEST SIDE REPROGRAPHICS, INC.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       CITY BLUEPRINT AND SUPPLY CO.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       DUNN BLUE PRINT COMPANY


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       TAMPA REPROGRAPHICS & SUPPLY COMPANY


                                       By
                                         ---------------------------------------
                                       Name:
                                       Title:


                                      S-4

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PLEDGE AND SECURITY AGREEMENT


<PAGE>
                                       OCB, LLC


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       COMMERCIAL GRAPHICS CORPORATION


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       FORD S.F., L.L.C.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       A&E ARCHITECTURAL & ENGINEERING
                                       SUPPLY COMPANY


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       APPLICAD GRAPHICS, L.L.C.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer


                                      S-5



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PLEDGE AND SECURITY AGREEMENT


<PAGE>
                                       RIDGWAY'S, LTD.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       SOUTHWESTERN REPROGRAPHICS, INC.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       REPROGRAPHICS NORTHWEST, LLC


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       WILCO REPROGRAPHICS, INC.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       BPI REPRO, LLC


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                      S-6

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<PAGE>
                                       RIDGWAY'S GP, LLC


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       RIDGWAY'S LP, LLC


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       THE PEIR GROUP, LLC


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       THE PEIR GROUP INTERNATIONAL, LLC


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       LICENSING SERVICES INTERNATIONAL, LLC


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer


                                      S-7


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PLEDGE AND SECURITY AGREEMENT

<PAGE>
                                       PLANWELL, LLC


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                       AMERICAN REPROGRAPHICS MIDCO, L.L.C.


                                       By
                                         ---------------------------------------
                                       Name: Mark W. Legg
                                       Title:  Chief Financial Officer



                                      S-8

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<PAGE>
                                       GENERAL ELECTRIC CAPITAL CORPORATION,
                                       as the Collateral Agent


                                       By:
                                         ---------------------------------------
                                       Name:  Woodrow Broaders, Jr.
                                       Title:  As Its Duly Authorized Signatory


                                      S-9

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PLEDGE AND SECURITY AGREEMENT