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                                                                    EXHIBIT 10.2

                                  SECOND LIEN

                         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, SYNDICATION AGENT,
                   ADMINISTRATIVE AGENT AND COLLATERAL AGENT

          $225,000,000 SECOND PRIORITY SENIOR SECURED CREDIT FACILITIES

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                                TABLE OF CONTENTS

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SECTION 1. DEFINITIONS AND INTERPRETATION................................................................................     1

             1.1. Definitions............................................................................................     1
             1.2. Accounting Terms.......................................................................................    28
             1.3. Interpretation, etc....................................................................................    28

SECTION 2. LOANS.........................................................................................................    28

             2.1. Term Loans.............................................................................................    28
             2.2. Reserved...............................................................................................    29
             2.3. Reserved...............................................................................................    29
             2.4. Reserved...............................................................................................    29
             2.5. Pro Rata Shares; Availability of Funds.................................................................    29
             2.6. Use of Proceeds........................................................................................    30
             2.7. Evidence of Debt; Register; Lenders' Books and Records; Notes..........................................    30
             2.8. Interest on Loans......................................................................................    30
             2.9. Conversion/Continuation................................................................................    32
             2.10. Default Interest......................................................................................    33
             2.11. Fees..................................................................................................    33
             2.12. Repayment.............................................................................................    33
             2.13. Voluntary Prepayments/Commitment Reductions...........................................................    33
             2.14. Mandatory Prepayments/Commitment Reductions...........................................................    37
             2.15. Application of Prepayments............................................................................    39
             2.16. General Provisions Regarding Payments.................................................................    39
             2.17. Ratable Sharing.......................................................................................    40
             2.18. Making or Maintaining Eurodollar Rate Loans...........................................................    40
             2.19. Increased Costs; Capital Adequacy.....................................................................    42
             2.20. Taxes; Withholding, etc...............................................................................    43
             2.21. Obligation to Mitigate................................................................................    45
             2.22. Removal or Replacement of a Lender....................................................................    46

SECTION 3. CONDITIONS PRECEDENT..........................................................................................    46

             3.1. Closing Date...........................................................................................    46
             3.2. Further Conditions to All Term Loans...................................................................    51

SECTION 4. REPRESENTATIONS AND WARRANTIES................................................................................    52

             4.1. Organization; Requisite Power and Authority; Qualification.............................................    52
             4.2. Capital Stock and Ownership............................................................................    52
             4.3. Due Authorization......................................................................................    53
             4.4. No Conflict............................................................................................    53
             4.5. Governmental Consents..................................................................................    53
             4.6. Binding Obligation.....................................................................................    53
             4.7. Historical Financial Statements........................................................................    53
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             4.8. Projections............................................................................................    54
             4.9. No Material Adverse Change.............................................................................    54
             4.10. No Restricted Junior Payments.........................................................................    54
             4.11. Adverse Proceedings, etc..............................................................................    54
             4.12. Payment of Taxes......................................................................................    54
             4.13. Properties............................................................................................    55
             4.14. Environmental Matters.................................................................................    55
             4.15. No Defaults...........................................................................................    56
             4.16. Material Contracts....................................................................................    56
             4.17. Governmental Regulation...............................................................................    56
             4.18. Margin Stock..........................................................................................    56
             4.19. Employee Matters......................................................................................    56
             4.20. Employee Benefit Plans................................................................................    57
             4.21. Certain Fees..........................................................................................    57
             4.22. Solvency..............................................................................................    57
             4.23. Related Agreements....................................................................................    57
             4.24. Compliance with Statutes, etc.........................................................................    58
             4.25. Disclosure............................................................................................    58
             4.26. Existing Seller Subordinated Notes and Existing Earn-Out Obligations..................................    59

SECTION 5. AFFIRMATIVE COVENANTS.........................................................................................    59

             5.1. Financial Statements and Other Reports.................................................................    59
             5.2. Existence..............................................................................................    62
             5.3. Payment of Taxes and Claims............................................................................    63
             5.4. Maintenance of Properties..............................................................................    63
             5.5. Insurance..............................................................................................    63
             5.6. Inspections............................................................................................    64
             5.7. Lenders Meetings.......................................................................................    64
             5.8. Compliance with Laws...................................................................................    64
             5.9. Environmental..........................................................................................    64
             5.10. Subsidiaries..........................................................................................    65
             5.11. Additional Material Real Estate Assets................................................................    66
             5.12. Further Assurances....................................................................................    66

SECTION 6. NEGATIVE COVENANTS............................................................................................    66

             6.1. Indebtedness...........................................................................................    67
             6.2. Liens..................................................................................................    69
             6.3. Equitable Lien.........................................................................................    70
             6.4. No Further Negative Pledges............................................................................    70
             6.5. Restricted Junior Payments.............................................................................    71
             6.6. Restrictions on Subsidiary Distributions...............................................................    72
             6.7. Investments............................................................................................    73
             6.8. Financial Covenants....................................................................................    73
             6.9. Fundamental Changes; Disposition of Assets; Acquisitions...............................................    74
             6.10. Disposal of Subsidiary Interests......................................................................    75
             6.11. Sales and Lease-Backs.................................................................................    75
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             6.12. Transactions with Shareholders and Affiliates.........................................................    76
             6.13. Conduct of Business...................................................................................    76
             6.14. Permitted Activities of Holdings......................................................................    76
             6.15. Amendments or Waivers of Certain Related Agreements...................................................    76
             6.16. Amendments or Waivers with Respect to Subordinated Indebtedness and First Lien Credit Agreement.......    76
             6.17. Fiscal Year...........................................................................................    77

SECTION 7. GUARANTY......................................................................................................    77

             7.1. Guaranty of the Obligations............................................................................    77
             7.2. Contribution by Guarantors.............................................................................    77
             7.3. Payment by Guarantors..................................................................................    78
             7.4. Liability of Guarantors Absolute.......................................................................    78
             7.5. Waivers by Guarantors..................................................................................    80
             7.6. Guarantors' Rights of Subrogation, Contribution, etc...................................................    81
             7.7. Subordination of Other Obligations.....................................................................    81
             7.8. Continuing Guaranty....................................................................................    82
             7.9. Authority of Guarantors or Company.....................................................................    82
             7.10. Financial Condition of Company........................................................................    82
             7.11. Bankruptcy, etc.......................................................................................    82
             7.12. Discharge of Guaranty Upon Sale of Guarantor..........................................................    83

SECTION 8. EVENTS OF DEFAULT; Change of Control..........................................................................    83

             8.1. Events of Default......................................................................................    83
             8.2. Change of Control......................................................................................    86

SECTION 9. AGENTS........................................................................................................    87

             9.1. Appointment of Agents..................................................................................    87
             9.2. Powers and Duties......................................................................................    88
             9.3. General Immunity.......................................................................................    88
             9.4. Agents Entitled to Act as Lender.......................................................................    89
             9.5. Lenders' Representations, Warranties and Acknowledgment................................................    89
             9.6. Right to Indemnity.....................................................................................    90
             9.7. Successor Administrative Agent and/or Collateral Agent.................................................    90
             9.8. Collateral Documents and Guaranty......................................................................    91

SECTION 10. MISCELLANEOUS................................................................................................    92

             10.1. Notices...............................................................................................    92
             10.2. Expenses..............................................................................................    92
             10.3. Indemnity.............................................................................................    93
             10.4. Set-Off...............................................................................................    93
             10.5. Amendments and Waivers................................................................................    94
             10.6. Successors and Assigns; Participations................................................................    95
             10.7. Independence of Covenants.............................................................................    99
             10.8. Survival of Representations, Warranties and Agreements................................................    99
             10.9. No Waiver; Remedies Cumulative........................................................................    99
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             10.10. Marshalling; Payments Set Aside......................................................................    99
             10.11. Severability.........................................................................................   100
             10.12. Obligations Several; Independent Nature of Lenders' Rights...........................................   100
             10.13. Headings.............................................................................................   100
             10.14. APPLICABLE LAW.......................................................................................   100
             10.15. CONSENT TO JURISDICTION..............................................................................   100
             10.16. WAIVER OF JURY TRIAL.................................................................................   101
             10.17. Confidentiality......................................................................................   101
             10.18. Usury Savings Clause.................................................................................   102
             10.19. Counterparts.........................................................................................   102
             10.20. USA PATRIOT Act......................................................................................   102
             10.21. Effectiveness........................................................................................   103
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APPENDICES: A         Term Loan 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
            B-1       Term Loan Note
            C         Compliance Certificate
            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

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            M             Seller Subordination Agreement

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                   SECOND LIEN CREDIT AND GUARANTY AGREEMENT

      This SECOND LIEN 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 GSCP, 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 term loans to the Company
in an aggregate amount not to exceed $225,000,000, the proceeds of which will be
used, together with the proceeds of a senior first priority secured term loan
facility of the Company in an amount of not less than $100,000,000 and a portion
of a first priority secured revolving loan, 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 Second 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 Second 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 any Interest Rate
Determination Date with respect to an Interest Period for a Eurodollar Rate
Loan, the rate per annum obtained by dividing (and rounding upward to the next
whole multiple of 1/16 of 1%) (i) (a) the rate per annum (rounded to the nearest
1/100 of 1%) equal to the rate determined by Administrative Agent to be the
offered rate which appears on the page of the Telerate Screen which displays an
average British Bankers Association Interest Settlement Rate (such page
currently being page number 3740 or 3750, as applicable) for deposits (for
delivery on the first day of such period) with a term equivalent to such period
in Dollars, determined as of approximately 11:00 a.m. (London, England time) on
such Interest Rate Determination Date, or (b) in the event the rate referenced
in the preceding clause (a) does not appear on such page or service or if such
page or service shall cease to be available, the rate per annum (rounded to the
nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be
the offered rate on such other page or other service which displays an average
British Bankers Association Interest Settlement Rate for deposits (for delivery
on the first day of such period) with a term equivalent to such period in
Dollars, determined as of approximately 11:00 a.m. (London, England time) on
such Interest Rate Determination Date, or (c) in the event the rates referenced
in the preceding clauses (a) and (b) are not available, the rate per annum
(rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to
first class banks in the London interbank market by GSCP for deposits (for
delivery on the first day of the relevant period) in Dollars of amounts in same
day funds comparable to the principal amount of the applicable Loan of
Administrative Agent, in its capacity as a Lender, for which the Adjusted
Eurodollar Rate is then being determined with maturities comparable to such
period as of approximately 11:00 a.m. (London, England time) on such Interest
Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the
Applicable Reserve Requirement; provided, however, in no event shall the
Adjusted Eurodollar Rate be less than 1.75% per annum at any time.

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            "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 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 RESERVE REQUIREMENT" means, at any time, for any
Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which
reserves (including, without limitation, any basic marginal, special,
supplemental, emergency or other reserves) are required to be maintained with
respect thereto against "Eurocurrency liabilities" (as such term is defined in
Regulation D) under regulations issued from time to time by the Board of
Governors of the Federal Reserve System or other applicable banking regulator.
Without limiting the effect of the foregoing, the Applicable Reserve Requirement
shall reflect any other reserves required to be maintained by such member banks
with respect to (i) any category of liabilities which includes deposits by
reference to which the applicable Adjusted Eurodollar Rate or any other interest
rate of a Loan is to be determined, or (ii) any category of extensions of credit
or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan
shall be deemed to constitute Eurocurrency liabilities and as such shall be
deemed subject to reserve requirements without benefits of credit for proration,
exceptions or offsets that may be available from time to time to the applicable
Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted

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automatically on and as of the effective date of any change in the Applicable
Reserve Requirement.

            "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 (but excluding, for clarification purposes, the Capital Stock of
Holdings), 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.

            "BASE RATE" means, for any day, a rate per annum equal to the
greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%; provided, however, in no
event shall the Base Rate be less than 0.75% per annum at any time. Any change
in the Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective on the effective day of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

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

            "BENEFICIARY" means each Agent and Lender.

            "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

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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) (x) prior to the
consummation of an initial public offering of Holdings, Sponsor, Sathiyamurthy
Chandramohan or Kumarakulasingam Suriyakumar shall collectively cease to
beneficially own and control at least 75% on a fully diluted basis of the
economic and voting interests in the Capital Stock of Holdings and (y) after the
consummation of any initial public offering of Holdings, Sponsor, Sathiyamurthy
Chandramohan or Kumarakulasingam Suriyakumar shall collectively cease to
beneficially own and control at least 45% on a fully diluted basis of the
economic and voting

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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.

            "CHANGE OF CONTROL OFFER" as defined in Section 8.2.

            "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.

            "COMPANY" as defined in the preamble hereto.

            "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.

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            "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 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.

            "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

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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) hereof and Section 2.13(c) of the First Lien
Credit Agreement), (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 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
Agreements, but excluding, however, any amounts referred to in Section 2.11
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 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.

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            "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.

            "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, and all other documents, instruments or agreements
executed and delivered by a Credit Party for the benefit of any Agent or any
Lender in connection with this Agreement.

            "CREDIT EXTENSION" means the making of a Loan.

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

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

            "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.

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            "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.

            "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

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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 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.

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            "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.

            "FAILURE EVENT" as defined in Section 2.8(a)(iii).

            "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, the rate per annum
(expressed, as a decimal, rounded upwards, if necessary, to the next higher
1/100 of 1%) equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided, (i) if such day
is not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (ii) if no such rate is so published on such next
succeeding Business Day, the Federal

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Funds Rate for such day shall be the average rate charged to Administrative
Agent, in its capacity as a Lender, on such day on such transactions as
determined by Administrative Agent.

            "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 LIEN CREDIT AGREEMENT" means the first 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.

            "FIRST LIEN OBLIGATIONS" means the "Obligations" under and as
defined in the First Lien Credit Agreement.

            "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.

            "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 GUARANTOR" as defined in Section 7.2.

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

            "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

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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.

            "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 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.

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            "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 2.22.

            "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 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,
whether entered into for hedging or speculative purposes.

            "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

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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.

            "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 PAYMENT DATE" means with respect to (i) any Base Rate
Loan, each March 31, June 30, September 30 and December 31 of each year,
commencing on the first such date to occur after the Closing Date and 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, in connection with a Eurodollar Rate Loan,
an interest period of one-, two-, three- or six-months, as selected by Company
in the applicable Funding Notice or Conversion/Continuation Notice, (i)
initially, commencing on the Credit Date or Conversion/Continuation Date
thereof, as the case may be; and (ii) thereafter, commencing on the day on which
the immediately preceding Interest Period expires; provided, (a) if an Interest
Period would otherwise expire on a day that is not a Business Day, such Interest
Period shall expire on the next succeeding Business Day unless no further
Business Day occurs in such month, in which case such Interest Period shall
expire on the immediately preceding Business Day; (b) any Interest Period that
begins on the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall, subject to clause (c) of this definition, end on the
last Business Day of a calendar month and (c) no Interest Period with respect to
any portion of any Term Loans shall extend beyond the Term Loan Maturity Date.

            "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

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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 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.

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            "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.

            "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.

            "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.

            "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.

            "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

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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.

            "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.

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            "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 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 2.22.

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

            "NOTE" means a Term Loan Note.

            "NOTICE" means a Funding 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, under any Credit Document, 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), 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).

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            "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 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.

            "PARTICIPANT REGISTER" as defined in Section 10.6(b)(iii).

            "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

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      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(b));

                  (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(b)) 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 PAYMENTS" as defined in Section 2.14(f).

            "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

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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.

            "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.

            "PRIME RATE" means the rate of interest quoted in The Wall Street
Journal, Money Rates Section as the Prime Rate (currently defined as the base
rate on corporate loans posted by at least 75% of the nation's thirty (30)
largest banks), as in effect from time to time. The Prime Rate is a reference
rate and does not necessarily represent the lowest or best rate actually charged
to any customer. Agent or any other Lender may make commercial loans or other
loans at rates of interest at, above or below the Prime Rate.

            "PRINCIPAL OFFICE" means, for Administrative Agent, 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 the percentage obtained by dividing (a) the
Term Loan Exposure of that Lender by (b) the aggregate Term Loan 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

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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.

            "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.

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

            "REGISTERED LOAN" as defined in Section 10.6(b)(i).

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

            "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 ASSIGNEE" as defined in Section 10.6(c)(i).

            "RELATED FUND" means, with respect to any Lender that is an
investment fund or similar investment vehicle, any other investment fund or
similar investment vehicle that makes or 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 2.22.

            "REQUISITE LENDERS" means, at any time of determination, Lenders
holding more than 50% of the aggregate Term Loan 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 LOANS" as defined in the First Lien Credit Agreement.

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

            "SALE-LEASEBACK" as defined in Section 6.11.

            "SECOND PRIORITY" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that such Lien is
second in priority only to the Liens created under the First Lien Credit
Agreement, other than any Permitted Lien.

            "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)

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

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

            "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 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 LOANS" as defined in the First Lien Credit Agreement.

            "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 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

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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 $225,000,000.

            "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) December 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 2.22.

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

            "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 a Base Rate Loan or a Eurodollar Rate Loan.

            "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

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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(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

      2.1. TERM LOANS.

      (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, less a one-percent
(1.0%) discount to the face amount thereof. 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.

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            (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 (net of a 1.0% discount referred to in subsection 2.1(a)), 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. RESERVED.

      2.3. RESERVED.

      2.4. RESERVED.

      2.5. PRO RATA SHARES; AVAILABILITY OF FUNDS.

            (a) Pro Rata Shares. All Loans shall be made by Lenders
simultaneously and proportionately to their respective Pro Rata Shares (net of a
1.0% discount referred to in subsection 2.1(a)), 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 nor shall any Term Loan
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.

            (b) Availability of Funds. Unless Administrative Agent shall have
been notified by any Lender prior to the Closing Date that such Lender does not
intend to make available to Administrative Agent the amount of such Lender's
Loan, Administrative Agent may assume that such Lender has made such amount
available to Administrative Agent on the Closing Date (net of a 1.0% discount
referred to in subsection 2.1(a)) and Administrative Agent may, in its sole
discretion, but shall not be obligated to, make available to Company a
corresponding amount on

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the Closing 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 the Closing Date until the date such amount
is paid to Administrative Agent, at the customary rate set by Administrative
Agent for the correction of errors among banks for three Business Days and
thereafter at the Base Rate. If such Lender does not pay such corresponding
amount forthwith upon Administrative Agent's demand 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 the Closing Date until the date such amount is paid to
Administrative Agent, at the rate payable hereunder for Base Rate Loans. Nothing
in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation
to fulfill its Term Loan 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 shall be applied by
Company to fund the Refinancing and Transaction Costs. No portion of the
proceeds of the Term Loans 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
Term Loan 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
Company's Obligations in 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
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 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 Company's Obligations in respect of any Loan. Company hereby
designates GSCP to serve as Company's agent solely for

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purposes of maintaining the Register as provided in this Section 2.7, and
Company hereby agrees that, to the extent GSCP serves in such capacity, GSCP and
its officers, directors, employees, agents and affiliates shall constitute
"Indemnitees." In the case of an assignment or transfer by a Lender to any
Affiliate of such Lender or any Related Fund that is not reflected in the
Register, the assigning Lender shall maintain a comparable register on behalf of
the Administrative Agent, provided however that Company and Administrative Agent
shall be entitled to rely solely on the Register maintained by the
Administrative Agent.

            (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.

      2.8. INTEREST ON LOANS.


            (a) Except as otherwise set forth herein, each 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) if a Base Rate Loan, at the Base Rate plus (x) 5.875% per
      annum if the Leverage Ratio is (I) less than 4.8:1.0 or (II) less than
      4.25:1.0 if the Leverage Ratio as of a prior date of determination had
      been equal to or greater than 4.8:1.0 without having subsequently been
      less than 4.25:1.00, or (y) 6.875% per annum if the Leverage Ratio is (I)
      greater than or equal to 4.8:1.0 or (II) greater than or equal to
      4.25:1.0, if the Leverage Ratio as of a prior date of determination had
      been equal to or greater than 4.8:1.0 without having subsequently been
      less than 4.25:1.00; or

                  (ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar
      Rate plus (x) 6.875% per annum if the Leverage Ratio is (I) less than
      4.8:1.0 or (II) less than 4.25:1.0 if the Leverage Ratio as of a prior
      date of determination had been equal to or greater than 4.8:1.0 without
      having subsequently been less than 4.25:1.00, or (y) 7.875% per annum if
      the Leverage Ratio is (I) greater than or equal to 4.8:1.0 or (II) greater
      than or equal to 4.25:1.0, if the Leverage Ratio as of a prior date of
      determination had been equal to or greater than 4.8:1.0 without having
      subsequently been less than 4.25:1.00.

                  (iii) No change in the rate of interest as calculated in
      clauses (a)(i) and (ii) above 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) (other than during the period commencing on
      the Closing Date to and including the date on which the Compliance
      Certificate is to be delivered for the Fiscal Quarter ending December 31,
      2003) (a "FAILURE EVENT"), the

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      rate of interest shall be determined as if the Leverage Ratio were in
      excess of 4.8:1.00. Following the cure of a Failure Event by providing a
      Compliance Certificate, such rate of interest shall be determined by
      reference to the Leverage Ratio set forth on the first Compliance
      Certificate submitted to Administrative Agent after such Failure Event.
      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 rate of
      interest in effect from such date.

            (b) The basis for determining the rate of interest with respect to
any Loan, 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 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 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) Base
Rate Loans. If on any day a Loan is outstanding with respect to which a
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 a Base 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 a Base 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 a
Base Rate Loan on the last day of the then-current Interest Period for such Loan
(or if outstanding as a Base Rate Loan will remain as, or (if not then
outstanding) will be made as, a Base 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
(i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as
the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of
a 360-day year, in each case for the actual number of days elapsed in the period
during which it accrues. In computing interest on any Loan, the date of the
making of such Loan or the first day of an Interest Period applicable to such
Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate
Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate
Loan, as the case may be, shall be included, and the date of payment of such
Loan or the expiration date of an Interest Period applicable to such Loan or,
with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the
date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the

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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 a Base Rate Loan, accrued interest shall instead be
payable on the applicable Interest Payment Date.

      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:

                  (i) to convert at any time all or any part of any Term 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 a Base Rate Loan) and at least three Business Days in advance of
the proposed conversion/continuation date (in the case of a conversion to, or a
continuation of, a Eurodollar Rate Loan). 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

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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 Base 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 Base Rate Loans and
shall thereafter bear interest payable upon demand at a rate which is 2% per
annum in excess of the interest rate otherwise payable hereunder for Base 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. Company agrees to pay to Agents such fees in the amounts and
at the times separately agreed upon.

      2.12. REPAYMENT. The Company shall repay the entire principal amount of
the outstanding Term Loans, together with all other amounts owed by Company
hereunder with respect thereto, no later than the Term Loan Maturity Date.

      2.13. VOLUNTARY PREPAYMENTS/COMMITMENT REDUCTIONS.


            (a) Voluntary Prepayments.

                  (i) Subject to the terms of 2.13(b) below, so long as no
      amounts are owed under the First Lien Credit Agreement (or any permitted
      refinancings thereof) and no Letters of Credit (as defined therein),
      commitments to extend credit or obligations to make payments remain
      outstanding under the First Lien Credit Agreement that have not been fully
      cash collateralized or is otherwise consented to by requisite lenders
      thereunder, the Company may:

                              (1) with respect to Base Rate Loans, Company may
            prepay 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, 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.

                  (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 Base Rate Loans;

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

in each case given to Administrative Agent by 12:00 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 by telefacsimile or telephone to
each Lender). 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. For the avoidance of doubt, any quarterly payments of
Permitted Payments paid pursuant to Section 2.14(e) shall not be considered a
voluntary prepayment under this Section 2.13; provided, however, the excess of
any such amounts over an aggregate $67,500,000 (inclusive of Permitted Payments
paid under Section 2.14(c)) shall be subject to Section 2.13(b) below.

            (b) Term Loan Call Protection. Other than with respect to Permitted
Payments to which this Section 2.13(b) shall not apply, in the event that the
Term Loans are prepaid or repaid in whole or in part prior to the third
anniversary of the Closing Date, the Company shall pay to Lenders having Term
Loan Exposure a prepayment premium on the amount so prepaid or repaid as
follows:

<TABLE>
<CAPTION>
                                        PREPAYMENT PREMIUM AS
                                         A PERCENTAGE OF THE
                                          AMOUNT SO PREPAID
          RELEVANT PERIOD                     OR REPAID
          ---------------               ---------------------
<S>                                     <C>
On or prior to the first anniversary
       of the Closing Date                      11.0%

     On or prior to the second
  anniversary of the Closing Date
 but after the first anniversary of
          the Closing Date                       7.5%

       On or prior to the third
   anniversary of the Closing Date
  but after the second anniversary
       of the Closing Date                       2.5%
</TABLE>

            (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, (iii) no Default or Event of
Default would result therefrom and (iv) there are no amounts outstanding under
the First Lien Credit Agreement, all commitments thereunder have been terminated
and all letters of credit issued under the First Lien Credit Agreement shall
have been

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cash collateralized or is otherwise consented to by requisite lenders
thereunder, 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, at the sole discretion of such Lender or
      Lenders, pursuant to an Assignment Agreement, between Company and such
      Lender or Lenders in an aggregate principal amount not to exceed (y) 5.0%
      of the initial aggregate principal amount of Term Loans with respect to
      all such repurchases pursuant to this clause (i) and (z) $5,000,000 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, at the sole discretion of such
      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 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

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      reduce the scheduled remaining principal amount 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.

      2.14. MANDATORY PREPAYMENTS/COMMITMENT REDUCTIONS. Subject to the
provisions of Section 2.14(f) below, the Term Loans shall be repaid in the
manner provided in subsections 2.14(a) through 2.14(e) below.

            (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 as set forth in Section 2.15 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.

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            (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 as set forth in
Section 2.15 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.

            (c) Issuance of Equity Securities. 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 of underwriting
discounts and commissions and other 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(a) through 6.1(q)), Company shall prepay the
Loans as set forth in Section 2.15 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. 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 filing of Holding's or
the Company's required public filings, prepay the Loans as set forth in Section
2.15 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

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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) Restriction on Prepayments. Notwithstanding the forgoing
provisions of this Section 2.14, except as set forth in the proviso at the end
of this sentence, no mandatory prepayment of the Term Loans shall be made
pursuant to this Section 2.14 until such time as no amounts are owed under the
First Lien Credit Agreement (or any permitted refinancings thereof) and no
Letters of Credit (as defined therein), commitments to extend credit or
obligations to make payments remain outstanding under the First Lien Credit
Agreement that have not been fully cash collateralized or is otherwise consented
to by requisite lenders thereunder; provided, however, the Company shall prepay
amounts required to be made pursuant to clauses (c) and (e) of this Section 2.14
prior to making payments under the corresponding Sections 2.14(c) and (e) of the
First Lien Credit Agreement in an aggregate amount not to exceed $67,500,000
(such payments, the "PERMITTED PAYMENTS").

            (g) Prepayment Premium. Any prepayments made pursuant to this
Section 2.14, except for the Permitted Payments, shall be subject to the Term
Loan Call Protection provisions of Section 2.13(b).

            (h) Prepayment Certificate. Concurrently with any prepayment of the
Loans 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
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. Application of Prepayments of Loans to
Base Rate Loans and Eurodollar Rate Loans. Any prepayment of Loans shall be
applied first to Base Rate Loans to the full extent thereof before application
to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of
any payments required to be made by Company pursuant to 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.

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            (b) All payments in respect of the principal amount of any Loan
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 Base 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 extension of time shall be included in the
computation of the payment of interest 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) Subject to the terms of the Intercreditor Agreement, 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. Subject to the terms of the Intercreditor
Agreement, Lenders hereby agree among themselves that, except as otherwise
provided in the Collateral Documents with respect to

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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, 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 shall be shared by
all Lenders in proportion to the 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

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(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 may be) a Base Rate Loan, (3) the Affected Lender's
obligation to maintain its outstanding Eurodollar Rate Loans (the "AFFECTED
LOANS") shall be terminated at the earlier to occur of the expiration of the
Interest Period then in effect with respect to the Affected Loans or when
required by law, and (4) the Affected Loans shall automatically convert into
Base Rate Loans on the date of such termination. Notwithstanding the foregoing,
to the extent a determination by an Affected Lender as described above relates
to a Eurodollar Rate Loan then being requested by Company pursuant to a 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.

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            (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
manner it sees fit and the foregoing assumptions shall be utilized 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 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

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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 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 capital adequacy, or any change therein or in the 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 other obligations hereunder with respect to the Loans
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 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

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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 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,

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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. 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 agrees that, as promptly as
practicable after the officer of such Lender responsible for administering its
Loans 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 Loans through such other office or in
accordance with such other measures, as the case may be, would not otherwise
adversely affect such Loans 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.

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      2.22. 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) 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 LENDER")
whose consent is required shall not have been obtained; then, with respect to
each such Increased-Cost 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, 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 and (B) 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. Upon the prepayment of all amounts owing to any Terminated Lender, 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 Term Loans 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.

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            (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 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 First 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

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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 under the First Lien
Credit Agreement 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
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 Second 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;

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                  (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 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 Second
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

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      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 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.

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            (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 B in the case of S&P or B3 in the case of Moody's.

            (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. FURTHER CONDITIONS TO ALL TERM LOANS.

            (a) Conditions Precedent. The obligation of each Lender to make any
Loan on the Closing Date, is 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;

                  (ii) 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 the Closing Date; and

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                  (iii) no event shall have occurred and be continuing or would
      result from the consummation of the Credit Extension that would constitute
      an Event of Default or a Default.

Any Agent or Requisite Lenders shall be entitled, but not obligated to, request
and receive, prior to the making of any Term Loan, 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 or conversion/continuation, 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
continuation/conversion. 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 to enter into this Agreement and to make the
Credit Extensions, each Credit Party represents and warrants to each Lender on
the Closing 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 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

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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 First 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
consents which will be obtained on or before the Closing Date and disclosed in
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

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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.

      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

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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.

            (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

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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.

      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.

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 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
and the regulations and published interpretations thereunder with respect 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

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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, 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

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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 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

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      Each Credit Party covenants and agrees that so long as any Term Loan
Commitment is in effect and until payment in full of all Obligations, 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) Reserved;

            (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;

            (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

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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 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

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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;

            (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;

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            (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 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.

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      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.

      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
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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.

      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

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      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;

                  (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
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      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 Second 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.

      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 Second 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. 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 10.20. 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

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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).

SECTION 6. NEGATIVE COVENANTS

      Each Credit Party covenants and agrees that, so long as any Term Loan
Commitment is in effect and until payment in full of all Obligations, 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; provided, however, that any Credit Party shall be permitted to
incur any such Indebtedness if, on the date of such incurrence, and after giving
pro forma effect thereto, (i) no Default or Event of Default shall have occurred
and be continuing or would occur after giving effect to such incurrence, and
(ii) the Leverage Ratio as of the date of such incurrence or issuance is less
than 2.0:1.0; provided, further, notwithstanding the first part of this
sentence, Credit Parties may create, incur, assume or guaranty the following
types of Indebtedness:

            (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 Second 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 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

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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 $40,000,000;

            (k) purchase money Indebtedness in an aggregate amount not to exceed
at any time $4,000,000 (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, $30,000,000 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,
$40,000,000 and (ii) Indebtedness of Company and ARC Acquisition Corporation
with respect to the Existing Seller Subordinated Notes;

            (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 First Lien Credit Agreement in an
aggregate principal amount not to exceed $130,000,000, and Indebtedness incurred
to refinance such Indebtedness; provided that any refinancing thereof shall be
in an aggregate amount not to exceed the greater of (i) the aggregate amount of
all Obligations (as defined in the First Lien Credit Agreement) outstanding and
available Commitments (as defined in the First Lien Credit

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Agreement) under the First Lien Credit Agreement at the time of such refinancing
and (ii) $50,000,000;

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

            (p) at any time during which the Leverage Ratio is less than
3.50:1.00, Indebtedness of the Company which is secured equally and ratably with
the Obligations; provided, however, after giving pro forma effect to the
incurrence of such additional Indebtedness, the Leverage Ratio does not exceed
3.75:1.00; and

            (q) other unsecured Indebtedness of Holdings and its Subsidiaries in
an aggregate amount not to exceed at any time $4,000,000.

      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) Subject to the Intercreditor Agreement, 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, 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;

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            (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 First
Lien Credit Agreement;

            (q) Liens securing Indebtedness permitted pursuant to 6.1(p); and

            (r) 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
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      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
First 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 First 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 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

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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 $2,000,000 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) in accordance with the terms of, and
only to the extent required by, and subject to the subordination provisions
contained in, the agreement pursuant to which such Additional Earn-Out
Obligation is subject.

      In addition to the above, Company or Holdings may make a Restricted
Payment so long as: (1) no Default or Event of Default shall have occurred and
be continuing (or would result therefrom); (2) the Company would be permitted to
issue an additional $1.00 of Indebtedness pursuant to clause (ii) of the lead-in
paragraph of Section 6.1 after giving pro forma effect to

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such Restricted Payment; and (3) the aggregate amount of such Restricted Payment
and all other Restricted Payments since the Closing Date would not exceed the
sum of: (A) $8,000,000 plus (B) 50% of the Consolidated Net Income accrued
during the period (treated as one accounting period) from the beginning of the
first full fiscal quarter commencing after March 31, 2004 to the end of the most
recent fiscal quarter for which financial statements are available (or, in case
such Consolidated Net Income shall be a deficit, minus 100% of such deficit) to
the extent such Restricted Payment is not used to redeem, repurchase, retire or
otherwise acquire Capital Stock or any Indebtedness of the Company or any
Restricted Subsidiary.

      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.

      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) reserved;

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            (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 $2,000,000 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 $2,000,000.

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) Leverage Ratio. Holdings shall not permit the Leverage Ratio as
of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending
December 31, 2003, to exceed 5.30:1.00.

            (b) Certain Calculations. With respect to any period during which a
Permitted Acquisition or an Asset Sale has occurred, for purposes of determining
compliance with (i) the financial covenant set forth in this Section 6.8 and
(ii) clause "vii" of the definition of Permitted Acquisition, and Consolidated
Adjusted EBITDA 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 Permitted Acquisition or
Asset Sale, as the case may be, 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
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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
$500,000 with respect to any single Asset Sale or series of related Asset Sales
and (ii) when aggregated with the proceeds of all other Asset Sales made within
the same Fiscal Year, are less than $3,000,000; 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) (i) Permitted Acquisitions permitted under the First Lien Credit
Agreement and (ii) after such time as no amounts are owed under the First Lien
Credit Agreement (or any permitted refinancings thereof) and no Letters of
Credit (as defined therein), commitments to extend credit or obligations to make
payments remain outstanding under the First Lien Credit Agreement that have not
been fully cash collateralized, Permitted Acquisitions the cash consideration
for which constitutes less than $25,000,000 in any Fiscal Year;

            (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)).


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      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 the First Lien Obligations, 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, 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.

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      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.

      6.16. AMENDMENTS OR WAIVERS WITH RESPECT TO SUBORDINATED INDEBTEDNESS AND
FIRST 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.

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            (a) No Credit Party shall, nor shall it permit any of its
Subsidiaries to, amend or otherwise change the terms of the First 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 maximum
principal amount of Indebtedness under the First Lien Credit Agreement, except
as may otherwise be permitted in the Intercreditor Agreement.

      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
and the Intercreditor Agreement, 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").

      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

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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 and the Intercreditor
Agreement, 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.

      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;

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            (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;

            (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 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; 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

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otherwise, of the exercise or enforcement of, any claim or demand or any right,
power or remedy (whether arising under the Credit Documents, 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, 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, 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 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
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

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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, 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, 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 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, 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
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      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. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty
as to future transactions giving rise to any Guaranteed Obligations.

      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, 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. 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 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
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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
reason of the commencement of such case or proceeding, such 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; CHANGE OF CONTROL

      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; or (ii) 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

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Section 8.1(a)) with an aggregate principal amount of $2,500,000 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 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; provided, however, with respect to any failure to pay or breach or default
under the First Lien Credit Agreement, such event shall only constitute an Event
of Default hereunder to the extent there is an Event of Default (as defined in
the First Lien Credit Agreement) under subsections 8.1(a), (f) or (g) of the
First Lien Credit Agreement; 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

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            (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
Subsidiaries shall be unable, or shall fail generally, or shall admit in writing
its inability, to pay its debts as such debts become due; or the 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 $1,500,000 (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; or

            (k) 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;

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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 (x) any other
Event of Default or (y) an acceleration of all First Lien Obligations under the
First Lien Credit Agreement, then at the request of (or with the consent of)
Requisite Lenders, upon notice to Company by Administrative Agent, (A) each 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, and (II) all other Obligations; and (B)
Administrative Agent or Requisite Lenders may cause Collateral Agent to enforce
any and all Liens and security interests created pursuant to Collateral
Documents.

      8.2. CHANGE OF CONTROL.


            (a) Upon a Change of Control, each Lender shall have the right to
require that the Company repurchase all or any portion of the Term Loans of each
Lenders pursuant to an Assignment Agreement, at a purchase price in cash equal
to 101% of the principal amount thereof plus accrued and unpaid interest to the
date of purchase (subject to the right of Lenders of record on the relevant
record date to receive interest due on the relevant interest payment date), in
accordance with the terms contemplated in Section 8.2(b); provided that, with
respect to such repurchases, Company shall simultaneously provide a copy of such
Assignment Agreement and any other agreements between Company and each Lender
with respect to such repurchase to Administrative Agent and Syndication Agent.
In the event that at the time of such Change of Control the terms of the First
Lien Credit Agreement restrict or prohibit the repurchase of Loans pursuant to
this Section 8.2, then prior to the mailing of the notice to Lenders provided
for in Section 8.2(b) below but in any event within 30 days following the date
the Company obtains actual knowledge of any Change of Control, the Company shall
(i) repay in full all Indebtedness under the First Lien Credit Agreement or (ii)
obtain the requisite consent under the First Lien Credit Agreement to permit the
repurchase of the Loans as provided for in Section 8.2(b).

            (b) Within 30 days following the date the Company obtains actual
knowledge of any Change of Control, the Company shall mail a notice to
Administrative Agent and all Lenders (the "CHANGE OF CONTROL OFFER") stating:

                  (i) that a Change of Control has occurred and that each Lender
      has the right to require the Company to purchase all or a portion of such
      Lender's outstanding Loans at a purchase price in cash equal to 101% of
      the principal amount thereof, plus accrued and unpaid interest to the date
      of purchase (subject to the right of Lenders of record on the relevant
      record date to receive interest on the relevant interest payment date);

                  (ii) the circumstances and relevant facts and financial
      information regarding such Change of Control;

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                  (iii) the purchase date (which shall be no earlier than 30
      days nor later than 90 days from the date such notice is mailed); and

                  (iv) the instructions determined by the Company (which shall
      be reasonably acceptable to Administrative Agent and the Syndication
      Agent), consistent with this Section 8.2, that a Lender must follow in
      order to have its outstanding Loans purchased.

            (c) With respect to all repurchases made by Company pursuant to this
Section 8.2, (i) Company shall pay all accrued and unpaid interest, if any, on
the repurchased Term Loans to the date of repurchase of such Term Loans together
with all amounts due under Section 2.18, (ii) the repurchase of such Term Loans
by Company shall not be taken into account in the calculation of Consolidated
Excess Cash Flow, (iii) 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, (iv) Lenders
shall be entitled to withdraw their election if the Company receives not later
than one Business Day prior to the repurchase date a telegram, telex, facsimile
transmission or letter setting forth the name of the Lender, the principal
amount of the outstanding Loan which was elected for repurchase by the Lender
and a statement that such Lender is withdrawing his election to have such Loan
repurchased and (v) such repurchases shall not be deemed to be voluntary
prepayments pursuant to Sections 2.13, Section 2.15 or 2.16.

            (d) Prior to any Change of Control Offer, the Company shall deliver
to the Administrative Agent on behalf of all Lenders an Officers' Certificate
stating that all conditions precedent contained herein to the right of the
Company to make such Change of Control Offer have been complied with.

            (e) Following repurchase by Company pursuant to this Section 8.2,
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 (i) the
making of, or the application of, any payments to the Lenders under this
Agreement or any other Credit Document, (ii) the making of any request, demand,
authorization, direction, notice, consent or waiver under this Agreement or any
other Credit Document or (iii) the determination of Requisite Lenders, or for
any similar or related purpose, under this Agreement or any other Credit
Document.

            (f) Notwithstanding the foregoing provisions of this Section, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in Section
8.2(b) applicable to a Change of Control Offer made by the Company and purchases
all outstanding Loans validly tendered and not withdrawn under such Change of
Control Offer.

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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.

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. GSCP
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. GSCP
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
specified herein 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.


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            (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.

            (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 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.

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      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, 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 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. Notwithstanding anything herein to
the contrary, each Lender also acknowledges that the lien and security interest
granted to the Collateral Agent pursuant to the Pledge and Security Agreement
and the exercise of any right or remedy by the Collateral Agent thereunder are
subject to the provisions of the Intercreditor Agreement. In the event of any
conflict between the terms of the Intercreditor Agreement and the Pledge and
Security Agreement, the terms of the Intercreditor Agreement shall govern and
control.

      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
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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 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. 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 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.

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      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
any Lender may be the purchaser of any or all of 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 or Administrative Agent, 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

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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 Term Loan Commitments and the
negotiation, preparation and execution of the 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.

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            (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 advisors, 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.

      10.4. SET-OFF. Subject to the terms of the Intercreditor Agreement, 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 and
under the other Credit Documents, including all claims of any nature or
description arising out of or connected hereto 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
other amounts due hereunder

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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 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 scheduled repayment or
      mandatory prepayment;

                  (iii) 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 or waive, amend or
      reduce any prepayment premium;

                  (iv) extend the time for payment of any such interest, fees or
      prepayment premium;

                  (v) reduce the principal amount of any Loan;

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

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

                  (viii) 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

                  (ix) 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 amend, modify, terminate or waive any
provision of Section 9 as the same applies to any

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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.

            (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 and Related Funds of each of the Agents and
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

            (b) Register.

                  (i) 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 Loans (each a "REGISTERED LOAN") listed
      therein for all purposes hereof, and no assignment or transfer of any such
      Loan shall be effective (other than an assignment permitted by Section
      10.6(c)(i)), 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); provided that, in connection with an
      assignment or transfer permitted by Section 10.6(c)(i), the failure of an
      assignor Lender and such assignee to execute and deliver an Assignment
      Agreement shall not affect the legality, validity or binding effect of
      such assignment.. Prior to such recordation, all amounts owed with respect
      to the applicable 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 Loans. In the case of an assignment or transfer permitted by
      Section 10.6(c)(i), the assigning Lender shall maintain a comparable
      Register on behalf of the Company; provided, however that Company and
      Administrative Agent shall be entitled to rely solely on the Register
      maintained by Administrative Agent.

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                  (ii) A Registered Loan (and the registered note, if any,
      evidencing the same) may be assigned or sold in whole or in part only by
      registration of such assignment or sale on the Register (and each
      registered note shall expressly so provide). Any assignment or sale of all
      or part of such Registered Loan (and the registered note, if any,
      evidencing the same) may be effected only by registration of such
      assignment or sale on Register, together with the surrender of the
      registered note, if any, evidencing the same duly endorsed by (or
      accompanied by a written instrument of assignment or sale duly executed
      by) the holder of such registered note, whereupon, at the request of the
      designated assignee(s) or transferee(s), one or more new registered notes
      in the same aggregate principal amount shall be issued to the designated
      assignee(s) or transferee(s). Prior to the registration of assignment or
      sale of any Registered Loan (and the registered note, if any, evidencing
      the same), the Administrative Agent shall treat the Person in whose name
      such Registered Loan (and the registered note, if any, evidencing the
      same) is registered as the owner thereof for the purpose of receiving all
      payments thereon and for all other purposes, notwithstanding notice to the
      contrary.

                  (iii) In the event that any Lender sells participations in a
      Registered Loan, such Lender shall maintain a register on which it enters
      the name of all participants in the Registered Loans held by it (the
      "PARTICIPANT REGISTER"). A Registered Loan (and the registered note, if
      any, evidencing the same) may be participated in whole or in part only by
      registration of such participation on the Participant Register (and each
      registered note shall expressly so provide). Any participation of such
      Registered Loan (and the registered note, if any, evidencing the same) may
      be effected only by the registration of such participation on the
      Participant Register.

            (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 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):

                  (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 (each, a "RELATED ASSIGNEE"); provided,
      however, that Company and Administrative Agent may continue to deal solely
      and directly with such assignor Lender in connection with the interest so
      assigned to such Related Assignee until such Lender and its Related
      Assignee have delivered to Company and Administrative Agent an Assignment
      Agreement pursuant to Section 10.6(b) hereof; and

                  (ii) to any Person meeting the criteria of clause (ii) of the
      definition of the term of "Eligible Assignee"; provided, further each such
      assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate
      amount of not less than $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).

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            (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); provided, however, that the assigning Lender and assignee
shall not be obligated to deliver such Assignment Agreement and forms,
certificates or other evidence with respect to withholding tax matters in
connection with assignments or transfers permitted under Section 10.6(c)(i), but
until such delivery, Company and Administrative Agent may continue to deal
solely and directly with such assignor Lender in connection with the interest so
assigned, and such assignment shall nonetheless be legal, valid and binding.

            (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 Loans, as the case may be; and (iii) it will make or invest in, as
the case may be, its Loans for its own account in the ordinary course of its
business and without a view to distribution of such Loans within the meaning of
the Securities Act or the Exchange Act or other federal securities laws (it
being understood that, subject to the provisions of this Section 10.6, the
disposition of such 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 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, 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); and (iii) 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

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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 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 Loans or in any
other Obligation. The holder of any such participation, other than an Affiliate
or Related Fund 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 or Note 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 shall not constitute a change in the terms of such
participation, and that an increase in any 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 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.

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      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 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. 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,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law, any
other state or federal law, common law or any equitable cause, then, to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all Liens, rights and remedies 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

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<PAGE>

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 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,
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

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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 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 or Related
Funds 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,

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(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 Related Funds, and their and their respective
Affiliates' and Related Funds' 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 and Related Funds.

      10.18. 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.

      10.19. 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.

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      10.20. 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.

      10.21. 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., INC.

                                        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

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

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

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                                        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

                                        REPROGRAPHICS NORTHWEST, LLC

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

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                                        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

                                        THE PEIR GROUP, LLC

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

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                                        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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LENDERS

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

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

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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.       $225,000,000.00               100%
--------------------------------------------------------------------------------
    TOTAL                                $225,000,000.00               100%
================================================================================
</TABLE>



                                  APPENDIX A-1

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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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GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Lead Arranger, Sole Bookrunner, Administrative Agent,
Collateral Agents

         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



                                  APPENDIX B-2

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<PAGE>
                                                                  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]
($[l][__,___,__]) 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,
Syndication Agent, 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 $225,000,000 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
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 Term Loan Commitment


                                  EXHIBIT B-1-1

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         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.


                                  EXHIBIT B-1-2


SECOND LIEN
CREDIT AND GUARANTY AGREEMENT
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<PAGE>
         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-1-3

SECOND LIEN
CREDIT AND GUARANTY AGREEMENT
835941-New York Server 7A                                              EXECUTION
<PAGE>
                                  EXHIBIT I TO
                          CREDIT AND GUARANTY AGREEMENT

                          PLEDGE AND SECURITY AGREEMENT



SECOND LIEN
PLEDGE AND SECURITY AGREEMENT
                                                                       EXECUTION
<PAGE>
                                   SECOND LIEN

                          PLEDGE AND SECURITY AGREEMENT



                          DATED AS OF DECEMBER 18, 2003


                                     BETWEEN


                        EACH OF THE GRANTORS PARTY HERETO


                                       AND

                      GOLDMAN SACHS CREDIT PARTNERS, L.P.,

                             AS THE COLLATERAL AGENT


SECOND LIEN
PLEDGE AND SECURITY AGREEMENT
                                                                       EXECUTION
<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.................................................9
   2.1     Grant of Security.................................................9
   2.2     Certain Limited Exclusions........................................9

SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.................10
   3.1     Security for Obligations.........................................10
   3.2     Continuing Liability Under Collateral............................10

SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS.....................10
   4.1     Generally........................................................10
   4.2     Equipment and Inventory..........................................14
   4.3     Receivables......................................................15
   4.4     Investment Related Property......................................17
   4.5     Material Contracts...............................................23
   4.6     Letter of Credit Rights..........................................25
   4.7     Intellectual Property............................................25
   4.8     Commercial Tort Claims...........................................28

SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL
GRANTORS....................................................................29
   5.1     Access; Right of Inspection......................................29
   5.2     Further Assurances...............................................29
   5.3     Additional Grantors..............................................30

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.........................................................32
   7.1     Generally........................................................32
   7.2     Application of Proceeds..........................................33
   7.3     Sales on Credit..................................................34
   7.4     Deposit Accounts.................................................34
   7.5     Investment Related Property......................................34
   7.6     Intellectual Property............................................34
   7.7     Cash Proceeds....................................................36

SECTION 8. COLLATERAL AGENT.................................................37

SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS..................37
</TABLE>



                                        i

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                                                                       EXECUTION
<PAGE>
<TABLE>
<S>                                                                         <C>
SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM..................38

SECTION 11. MISCELLANEOUS...................................................38
</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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                                                                       EXECUTION
<PAGE>
                  This SECOND LIEN 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 GOLDMAN SACHS CREDIT PARTNERS, L.P., 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 Second Lien 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, the Collateral Agent, as Lead Arranger, Sole Book Runner,
Syndication Agent and as Administrative Agent;

         WHEREAS, in consideration of the extensions of credit and other
accommodations of Lenders as set forth in the Credit Agreement, each Grantor has
agreed to secure such Grantor's obligations under the Credit Documents as set
forth herein; and

         WHEREAS, in order to secure the obligations under the First Lien Credit
Agreement (as defined herein), Grantors are concurrently granting to the
collateral agent under the First Lien Credit Agreement (the "FIRST LIEN
COLLATERAL AGENT"), for the benefit of the holders of obligations under the
First Lien Credit Agreement, a first priority security interest in the
Collateral (the "FIRST PRIORITY LIENS"), it being understood that the relative
rights and priorities of the grantees in respect of the Collateral are governed
by the Intercreditor Agreement, dated as of December 18, 2003 (as amended,
restated, supplemented or otherwise modified from time to time, the
"INTERCREDITOR AGREEMENT"), among Company, General Electric Capital Corporation,
as First Lien Collateral Agent, Collateral Agent, as Second Lien Collateral
Agent and certain other persons party or that may become party thereto from time
to time.

         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.


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                                                                       EXECUTION
<PAGE>

                  "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 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.



                                       2

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                                                                       EXECUTION
<PAGE>

                  "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).

                  "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.

                  "FIRST LIEN COLLATERAL AGENT" shall have the meaning set forth
in the Recitals.

                  "FIRST LIEN CREDIT AGREEMENT" means the first lien Credit
Agreement dated as of the date hereof among the Company as borrower, Holdings,
certain subsidiaries of the Company, General Electric Capital Corporation, 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.

                  "FIRST PRIORITY LIENS" shall have the meaning set forth in the
Recitals.

                  "GAAP" as defined in the Credit Agreement.



                                       3

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PLEDGE AND SECURITY AGREEMENT
                                                                       EXECUTION
<PAGE>

                  "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.

                  "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.

                  "INTERCREDITOR AGREEMENT" shall have the meaning set forth in
the Recitals.

                  "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.


                                       4

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PLEDGE AND SECURITY AGREEMENT
                                                                       EXECUTION
<PAGE>

                  "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 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,


                                       5

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                                                                       EXECUTION
<PAGE>

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 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.



                                       6

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                                                                       EXECUTION
<PAGE>

                  "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 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.

                  "SECOND PRIORITY" means, with respect to any Lien purported to
be created in any Collateral pursuant this Agreement or any other Credit
Document, that such Lien is second in priority only to the Liens created under
the First Lien Credit Agreement, other than any Permitted Lien.

                  "SECURED OBLIGATIONS" shall have the meaning assigned in
Section 3.1.

                  "SECURED PARTIES" shall mean the Lenders and shall include,
without limitation, all former Lenders to the extent that any Obligations owing
to such Persons were incurred while such Persons were Lenders 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


                                       7

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                                                                       EXECUTION
<PAGE>

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.

                  "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


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                                                                       EXECUTION
<PAGE>

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 Second Priority 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;

                  (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
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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 include, and the security interest granted by each Grantor shall attach
to, such greater percentage of Capital Stock of each Controlled Foreign
Corporation.

         2.3 SECOND PRIORITY NATURE OF LIENS. Notwithstanding anything herein to
the contrary, the lien and security interest granted to the Collateral Agent
pursuant to this Agreement and the exercise of any right or remedy by the
Collateral Agent hereunder are subject to the provisions of the Intercreditor
Agreement. In the event of any conflict between the terms of the Intercreditor
Agreement and this Agreement, the terms of the Intercreditor Agreement shall
govern and control.

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
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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
and in accordance with the Intercreditor Agreement 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 the First Priority Liens and
         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 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) other than with respect to the First Priority Liens, 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;


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                  (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 Second Priority Liens (subject in the case of
         priority only to the First Priority Liens, 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;

                  (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 and the First Lien 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;


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                  (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) and with respect
         to the First Priority Liens, 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 First Priority Liens and
         Permitted Liens, and such Grantor shall defend the Collateral against
         all Persons at any time claiming any interest therein;

                  (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


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<PAGE>

         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 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.


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<PAGE>

                  (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 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:


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<PAGE>

                  (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) and the terms
         of the Intercreditor Agreement.

                  (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;

                  (ii) it shall, subject to the terms of the Intercreditor
         Agreement, 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 and in the Intercreditor Agreement, 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;



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<PAGE>

                  (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, subject to the terms of the
         Intercreditor Agreement, 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 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. Subject to the terms
of the Intercreditor Agreement, 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. Subject to the terms of the
Intercreditor Agreement, 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



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<PAGE>
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, subject to the terms of the
         Intercreditor Agreement, 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 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) Subject to the terms of the Intercreditor Agreement, 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


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         Collateral Agent. Subject to the terms of the Intercreditor Agreement,
         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. Subject to the terms
         of the Intercreditor Agreement, 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
                  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)      Subject to the terms of the Intercreditor Agreement, upon the
                  occurrence and during the continuation of an Event of Default:


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                  (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 the First Priority Liens and Permitted Liens 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 or second priority status, as
         applicable (in accordance with the terms of the Intercreditor
         Agreement), 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



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         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, subject to the terms of
         the Intercreditor Agreement, 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 Partnership Interests or Pledged LLC Interests and shall
         enforce all of its rights with respect to any Investment Related
         Property;

                  (iii) subject to the terms of the Intercreditor Agreement,
         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


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         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, subject to the terms of the Intercreditor Agreement, 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

                  (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, except with respect
         to the First Priority Liens, 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;


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                  (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, except with respect to the First Priority Liens, 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) subject to the terms of the Intercreditor Agreement,
         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. Subject to the terms of the
Intercreditor 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) Subject to the terms of the Intercreditor Agreement, 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. Subject
         to the terms of the Intercreditor Agreement, with respect to any
         Investment Related Property that is a "Deposit Account," having a
         balance in excess of $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



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         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,
         subject to the terms of the Intercreditor Agreement, 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:

                  (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, subject to the terms of the Intercreditor
         Agreement, 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;



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                  (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.

                  (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



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                  (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 First
         Priority Liens and 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 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);


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                  (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 or the First Lien 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 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;


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                  (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;

                  (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,
         subject to the terms of the Intercreditor Agreement, 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



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         other documents or instruments filed or to be filed in favor of the
         Collateral Agent or the First Lien 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 and the First Priority Liens;

                  (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, to the extent not inconsistent with
the terms of the Intercreditor Agreement, 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, to the
extent not inconsistent with the terms of the Intercreditor Agreement:

                  (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



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<PAGE>

thereto, in any jurisdictions and with any filing offices as the Collateral
Agent may determine, in 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. Subject to the terms of the Intercreditor
Agreement, 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, subject to the terms of the Intercreditor
Agreement, 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;


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                  (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;

                  (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 the First Priority Liens and 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.



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<PAGE>

                  (a) Subject to the terms of the Intercreditor Agreement, 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
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



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                                                                       EXECUTION
<PAGE>

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 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 and in the Intercreditor 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 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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<PAGE>

         7.4 DEPOSIT ACCOUNTS. If any Event of Default shall have occurred and
be continuing, subject to the terms of the Intercreditor Agreement, 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. Subject to the terms of the Intercreditor Agreement, 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
but subject to the terms of the Intercreditor Agreement, 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



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                                                                       EXECUTION
<PAGE>

         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 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


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                                                                       EXECUTION
<PAGE>

         (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.

                  (b) Subject to the terms of the Intercreditor Agreement, 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 other than the First Priority Liens 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. Subject to the terms of the Intercreditor Agreement,
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.


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                                                                       EXECUTION

<PAGE>

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 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, the Credit Agreement and the Intercreditor
Agreement. 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, 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 security interest granted hereby shall terminate hereunder and
of record and all rights to the Collateral shall revert to Grantors. Thereafter,
subject to the terms of the Intercreditor Agreement, this Agreement shall be
reinstated if at any time any payment of any of


                                       38

SECOND LIEN
PLEDGE AND SECURITY AGREEMENT
                                                                       EXECUTION
<PAGE>

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, subject to the terms of the Intercreditor Agreement, 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 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


                                       39

SECOND LIEN
PLEDGE AND SECURITY AGREEMENT
                                                                       EXECUTION
<PAGE>

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).



                                       40

SECOND LIEN
PLEDGE AND SECURITY AGREEMENT
                                                                       EXECUTION
<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


SECOND LIEN
PLEDGE AND SECURITY AGREEMENT
                                                                       EXECUTION
<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

SECOND LIEN
PLEDGE AND SECURITY AGREEMENT
                                                                       EXECUTION
<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

SECOND LIEN
PLEDGE AND SECURITY AGREEMENT
                                                                       EXECUTION
<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

SECOND LIEN
PLEDGE AND SECURITY AGREEMENT
                                                                       EXECUTION
<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

SECOND LIEN
PLEDGE AND SECURITY AGREEMENT
                                                                       EXECUTION
<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

SECOND LIEN
PLEDGE AND SECURITY AGREEMENT
                                                                       EXECUTION
<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

SECOND LIEN
PLEDGE AND SECURITY AGREEMENT
                                                                       EXECUTION
<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

SECOND LIEN
PLEDGE AND SECURITY AGREEMENT
                                                                       EXECUTION
<PAGE>

                                       GOLDMAN SACHS CREDIT PARTNERS, L.P.,
                                       as the Collateral Agent


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:



                                      S-9

SECOND LIEN
PLEDGE AND SECURITY AGREEMENT
                                                                       EXECUTION