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                                                                   EXHIBIT 10.14

                                                                  EXECUTION COPY

                                  $100,000,000

                                CREDIT AGREEMENT

                          DATED AS OF FEBRUARY 13, 2006

                                      AMONG

                                   CBIZ, INC.,

                             BANK OF AMERICA, N.A.,

              AS AGENT, A LENDER, ISSUING BANK AND SWING LINE BANK,

                                       AND

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

                         BANC OF AMERICA SECURITIES LLC,

                                       as

                       Sole Lead Arranger and Book Manager



                                Table of Contents



                                                                            Page
                                                                            ----
                                                                         
ARTICLE I  DEFINITIONS...................................................     1

   1.01    Certain Defined Terms.........................................     1
   1.02    Other Interpretive Provisions.................................    22
   1.03    Accounting Principles.........................................    23

ARTICLE II THE CREDITS...................................................    23

   2.01    Amounts and Terms of Commitments..............................    23
   2.02    Loan Accounts.................................................    26
   2.03    Procedure for Borrowing.......................................    27
   2.04    Conversion and Continuation Elections.........................    29
   2.05    Voluntary Termination or Reduction of Commitments.............    31
   2.06    Optional Prepayments..........................................    31
   2.07    Mandatory Prepayments of Loans................................    31
   2.08    Repayment.....................................................    32
   2.09    Interest......................................................    32
   2.10    Fees..........................................................    33
   2.11    Computation of Fees and Interest..............................    33
   2.12    Payments by the Company.......................................    34
   2.13    Payments by the Lenders to the Agent..........................    34
   2.14    Sharing of Payments, Etc......................................    35

ARTICLE III THE LETTERS OF CREDIT........................................    35

   3.01    The Letter of Credit Subfacility..............................    35
   3.02    Issuance, Amendment and Renewal of Letters of Credit..........    37
   3.03    Risk Participations, Drawings and Reimbursements..............    38
   3.04    Repayment of Participations...................................    40
   3.05    Role of the Issuing Bank......................................    40
   3.06    Obligations Absolute..........................................    41
   3.07    Cash Collateral Pledge........................................    42
   3.08    Letter of Credit Fees.........................................    42
   3.09    Uniform Customs and Practice..................................    43
   3.10    Letters of Credit Issued for Subsidiaries.....................    43
   3.11    Outstanding Letters of Credit.................................    43

ARTICLE IV TAXES, YIELD PROTECTION AND ILLEGALITY........................    43

   4.01    Taxes.........................................................    43
   4.02    Illegality....................................................    45
   4.03    Increased Costs and Reduction of Return.......................    46
   4.04    Funding Losses................................................    47



                                        i



                                Table of Contents
                                  (continued)



                                                                            Page
                                                                            ----
                                                                         
   4.05    Inability to Determine Rates..................................    48
   4.06    Certificates of Lenders.......................................    48
   4.07    Survival......................................................    48
   4.08    Replacement of Lenders........................................    48

ARTICLE V CONDITIONS PRECEDENT...........................................    48

   5.01    Conditions of Effectiveness and Initial Credit Extensions.....    49
   5.02    Conditions to All Credit Extensions...........................    50

ARTICLE VI REPRESENTATIONS AND WARRANTIES................................    51

   6.01    Corporate Existence and Power.................................    51
   6.02    Corporate Authorization; No Contravention.....................    51
   6.03    Governmental Authorization....................................    52
   6.04    Binding Effect................................................    52
   6.05    Litigation....................................................    52
   6.06    No Default....................................................    52
   6.07    ERISA Compliance..............................................    53
   6.08    Use of Proceeds; Margin Regulations...........................    53
   6.09    Title to Properties...........................................    53
   6.10    Taxes.........................................................    54
   6.11    Financial Condition...........................................    54
   6.12    Environmental Matters.........................................    54
   6.13    [RESERVED]....................................................    55
   6.14    Regulated Entities............................................    55
   6.15    No Burdensome Restrictions....................................    55
   6.16    Solvency......................................................    55
   6.17    Labor Relations...............................................    55
   6.18    Copyrights, Patents, Trademarks, etc..........................    55
   6.19    Subsidiaries..................................................    55
   6.20    Broker's; Transaction Fees....................................    56
   6.21    Insurance.....................................................    56
   6.22    Swap Obligations..............................................    56
   6.23    Full Disclosure...............................................    56

ARTICLE VII AFFIRMATIVE COVENANTS........................................    56

   7.01    Financial Statements..........................................    57
   7.02    Certificates; Other Information...............................    58
   7.03    Notices.......................................................    58
   7.04    Preservation of Corporate Existence, Etc......................    59
   7.05    Maintenance of Property.......................................    60



                                       ii



                                Table of Contents
                                  (continued)



                                                                            Page
                                                                            ----
                                                                         
   7.06    Insurance.....................................................    60
   7.07    Payment of Obligations........................................    60
   7.08    Compliance with Laws..........................................    60
   7.09    Compliance with ERISA.........................................    60
   7.10    Inspection of Property and Books and Records..................    61
   7.11    Environmental Laws............................................    61
   7.12    Use of Proceeds...............................................    61
   7.13    Solvency......................................................    61
   7.14    Further Assurances............................................    61
   7.15    New Subsidiaries..............................................    61
   7.16    Resolutions; Incumbency.......................................    62

ARTICLE VIII NEGATIVE COVENANTS..........................................    62

   8.01    Limitation on Liens...........................................    62
   8.02    Disposition of Assets.........................................    64
   8.03    Consolidations and Mergers....................................    65
   8.04    Loans and Investments.........................................    66
   8.05    Limitation on Indebtedness....................................    67
   8.06    Transactions with Affiliates..................................    68
   8.07    Use of Proceeds...............................................    68
   8.08    Contingent Obligations........................................    68
   8.09    Lease Obligations.............................................    69
   8.10    Restricted Payments...........................................    69
   8.11    ERISA.........................................................    70
   8.12    Change in Business............................................    70
   8.13    Accounting Changes............................................    70
   8.14    Minimum Net Worth.............................................    70
   8.15    Leverage Ratio................................................    71
   8.16    Fixed Charge Coverage Ratio...................................    71
   8.17    No Impairment of Intercompany Transfers.......................    71
   8.18    Excluded Subsidiaries.........................................    71

ARTICLE IX EVENTS OF DEFAULT.............................................    71

   9.01    Event of Default..............................................    71
   9.02    Remedies......................................................    74
   9.03    Rights Not Exclusive..........................................    74

ARTICLE X THE AGENT......................................................    74

   10.01   Appointment and Authorization; "Agent"........................    74
   10.02   Delegation of Duties..........................................    75



                                      iii



                                Table of Contents
                                  (continued)



                                                                            Page
                                                                            ----
                                                                         
   10.03   Liability of Agent............................................    75
   10.04   Reliance by Agent.............................................    75
   10.05   Notice of Default.............................................    76
   10.06   Credit Decision...............................................    76
   10.07   Indemnification of Agent......................................    77
   10.08   Agent in Individual Capacity..................................    77
   10.09   Successor Agent...............................................    77
   10.10   Withholding Tax...............................................    78
   10.11   Guaranty Matters..............................................    78

ARTICLE XI MISCELLANEOUS.................................................    79

   11.01   Amendments and Waivers........................................    79
   11.02   Notices; Effectiveness; Electronic Communication..............    80
   11.03   No Waiver; Cumulative Remedies................................    81
   11.04   Costs and Expenses............................................    81
   11.05   Company Indemnification.......................................    82
   11.06   Payments Set Aside............................................    82
   11.07   Successors and Assigns........................................    83
   11.08   Assignments by Lenders........................................    83
   11.09   Confidentiality...............................................    86
   11.10   Set-off.......................................................    87
   11.11   Notification of Addresses, Lending Offices, Etc...............    87
   11.12   Counterparts..................................................    87
   11.13   Severability..................................................    87
   11.14   No Third Parties Benefited....................................    87
   11.15   Governing Law and Jurisdiction................................    88
   11.16   Waiver of Jury Trial..........................................    88
   11.17   USA Patriot Act Notice........................................    88
   11.18   Amendment and Restatement.....................................    89
   11.19   Entire Agreement..............................................    89



                                       iv



                                             SCHEDULES

Schedule 1.01      Existing Letters of Credit
Schedule 2.01      Commitments
Schedule 6.05(b)   Litigation
Schedule 6.11      Permitted Liabilities
Schedule 6.19      Subsidiaries and Minority Interests
Schedule 8.02      Specified Asset Sales
Schedule 8.04      Existing Investments
Schedule 8.05      Existing Indebtedness
Schedule 8.08      Contingent Obligations
Schedule 11.02     Lending Offices; Addresses for Notices

                                          EXHIBITS

Exhibit A     Form of Notice of Borrowing
Exhibit B     Form of Notice of Conversion/Continuation
Exhibit C     Form of Compliance Certificate
Exhibit D-1   Form of Legal Opinion of Akin Gump Strauss Hauer & Feld LLP
Exhibit D-2   Form of Legal Opinion of Company's general counsel
Exhibit E     Form of Assignment and Assumption
Exhibit F-1   Form of Promissory Note - Revolving Loan
Exhibit F-2   Form of Promissory Note - Swing Line Loan
Exhibit G     Form of Commitment and Acceptance


                                CREDIT AGREEMENT

     This CREDIT AGREEMENT is entered into as of February 13, 2006, (as amended,
restated, supplemented or otherwise modified from time to time, this
"Agreement") among CBIZ, Inc., a Delaware corporation (the "Company"), the
several financial institutions from time to time party to this Agreement
(collectively, the "Lenders" and each, a "Lender"), and Bank of America, N.A.,
as administrative agent for the Lenders (the "Agent").

     WHEREAS, the Lenders have agreed to make available to the Company a
revolving credit facility with a letter of credit subfacility upon the terms and
conditions set forth in this Agreement;

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

                                    ARTICLE I

                                   DEFINITIONS

     1.01 Certain Defined Terms. The following terms have the following
     meanings:

          "Acquisition" means any transaction or series of related transactions
     for the purpose of or resulting, directly or indirectly, in (a) the
     acquisition of all or substantially all of the assets of a Person, or of
     any business or division of a Person, (b) the acquisition of in excess of
     50% of the capital stock, partnership interests, membership interests or
     equity of any Person, or otherwise causing any Person to become a
     Subsidiary, or (c) a merger or consolidation or any other combination with
     another Person (other than a Person that is a Subsidiary) provided that
     after giving effect to the merger the Person is a Subsidiary or the Company
     or a Subsidiary is the surviving entity.

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

          "Affiliate" means, as to any Person, any other Person which, directly
     or indirectly, is in control of, is controlled by, or is under common
     control with, such Person. A Person shall be deemed to control another
     Person if the controlling Person possesses, directly or indirectly, the
     power to direct or cause the direction of the management and policies of
     the other Person, whether through the ownership of voting securities,
     membership interests, by contract, or otherwise.

          "Agent" means Bank of America in its capacity as administrative agent
     for the Lenders hereunder, and any successor administrative agent arising
     under Section 10.09.

          "Agent-Related Persons" means Bank of America and any successor agent
     arising under Section 10.09 and any successor letter of credit issuing bank
     hereunder,



     together with their respective Affiliates, and the partners, officers,
     directors, employees, advisors, agents and attorneys-in-fact of such
     Persons and Affiliates.

          "Agent's Payment Office" means the address for payments set forth on
     Schedule 11.02 or such other address as the Agent may from time to time
     specify.

          "Agreement" has the meaning set forth in the preamble.

          "Applicable Margin" shall mean on any date the applicable percentage
     set forth below based upon the Leverage Ratio as shown in the Compliance
     Certificate then most recently delivered to the Agent and the Lenders:



            Revolving Loans/ Letters of Credit                                Fees
- ----------------------------------------------------------   --------------------------------------
       Leverage Ratio          Base Rate   Eurodollar Rate   Letter of Credit Fees   Commitment Fee
       --------------          ---------   ---------------   ---------------------   --------------
                                                                         
        > or = 2.00:1.00         1.000%         2.000%               2.000%              0.375%
> or = 1.50:1.00, but < or
= 2.00:1.00                      0.625%         1.625%               1.625%              0.325%
> or = 1.00:1.00, but < or
 = 1.50:1.00                     0.375%         1.375%               1.375%              0.275%
        < or = 1.00:1.00         0.125%         1.125%               1.125%              0.225%


          ; provided however that, (i) for the period from the Closing Date to
     and including the date of the delivery of the Compliance Certificate for
     the period ending December 31, 2005, the Applicable Margin shall be
     determined as if the Leverage Ratio for such period were greater than or
     equal to 1.00:1.00 but less than 1.50:1.00 and (ii) if the Company shall
     have failed to deliver to the Lenders by the date required hereunder any
     Compliance Certificate pursuant to Section 7.02(b), then from the date such
     Compliance Certificate was required to be delivered until the date of such
     delivery the Applicable Margin shall be determined as if the Leverage Ratio
     for such period was greater than or equal to 2.00:1.00. Each change in the
     Applicable Margin shall take effect with respect to all outstanding Loans
     on the third Business Day immediately succeeding the day on which such
     Compliance Certificate is received by the Agent. Notwithstanding the
     foregoing, no reduction in the Applicable Margin shall be effected if a
     Default or an Event of Default shall have occurred and be continuing on the
     date when such change would otherwise occur, it being understood that on
     the third Business Day immediately succeeding the day on which such Default
     or Event of Default is either waived or cured (assuming no other Default or
     Event of Default shall be then pending), the Applicable Margin shall be
     reduced (on a prospective basis) in accordance with the then most recently
     delivered Compliance Certificate.

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


                                       2



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

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

          "Attorney Costs" means and includes all reasonable and customary fees
     and disbursements of any law firm or other external counsel, the allocated
     cost of internal legal services and all disbursements of internal counsel
     related to this Agreement and the other Loan Documents.

          "Bank of America" means Bank of America, N.A., a national banking
     association, and its successors.

          "Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978 (11
     U.S.C. Section 101, et seq.).

          "Base Rate" means, for any day, the higher of (a) the rate of interest
     in effect for such days as publicly announced from time to time by Bank of
     America as its "prime rate" and (b) the latest Federal Funds Rate plus
     0.50% per annum. The "prime rate" is a rate set by Bank of America based
     upon various factors including Bank of America's costs and desired return,
     general economic conditions and other factors, and is used as a reference
     point for pricing some loans, which may be priced at, above or below such
     announced rate. Any change in the prime rate announced by Bank of America
     shall take effect at the opening of business on the day specified in the
     public announcement of such change.

          "Base Rate Loan" means a Revolving Loan, or a L/C Advance, that bears
     interest based on the Base Rate.

          "Borrowing" means a borrowing hereunder consisting of Loans of the
     same Type made to the Company on the same day by the Lenders under Article
     II, and, in the case of Eurodollar Rate Loans, having the same Interest
     Period.

          "Borrowing Date" means any date on which a Borrowing occurs under
     Section 2.03.

          "Budgeted EBITDA" has the meaning set forth in Section 7.02(d).

          "Business Day" means any day other than a Saturday, Sunday or other
     day on which commercial banks in Chicago or San Francisco are authorized or
     required by law to close and, if the applicable Business Day relates to any
     Eurodollar Rate Loan, means such a day on which dealings are carried on in
     the applicable offshore interbank market.

          "Buying Lender(s)" has the meaning set forth in Section 2.01(c).

          "Capital Adequacy Regulation" means any guideline, request or
     directive of any central bank or other Governmental Authority, or any other
     law, rule or regulation,


                                       3



     whether or not having the force of law, in each case, regarding capital
     adequacy of any Lender or of any corporation controlling a Lender.

          "Capital Expenditures" means, for any period and with respect to any
     Person, the aggregate of all expenditures by such Person and its
     Subsidiaries for the acquisition or leasing of fixed or capital assets or
     additions to equipment (including replacements, capitalized repairs and
     improvements during such period) which should be capitalized under GAAP on
     a consolidated balance sheet of such Person and its Subsidiaries.

          "Capital Lease" has the meaning specified in the definition of
     "Capital Lease Obligations."

          "Capital Lease Obligations" means all monetary obligations of the
     Company or any of its Subsidiaries under any leasing or similar arrangement
     which, in accordance with GAAP, is classified as a capital lease ("Capital
     Lease").

          "Cash Collateralize" means to pledge and deposit with or deliver to
     the Agent, for the benefit of the Agent, the Issuing Bank and the Lenders,
     as collateral for the L/C Obligations, cash or deposit account balances
     pursuant to documentation in form and substance satisfactory to the Agent
     and the Issuing Bank (which documents are hereby consented to by the
     Lenders). The Company hereby grants the Agent, for the benefit of the
     Agent, the Issuing Bank and the Lenders, a security interest in all such
     cash and deposit account balances. Cash collateral shall be maintained in
     blocked deposit accounts at Bank of America.

          "Cash Equivalents" means:

          (a) securities issued or fully guaranteed or insured by the government
     of the United States or Canada or any agency thereof and backed by the full
     faith and credit of the United States or Canada having maturities of not
     more than six months from the date of acquisition;

          (b) certificates of deposit, time deposits, Eurodollar time deposits,
     repurchase agreements, reverse repo agreements, or bankers' acceptances,
     having in each case a tenor of not more than six months, issued by any
     Lender, or by any commercial bank organized under the laws of the United
     States, any state thereof or the District of Columbia or Canada or any
     province thereof having combined capital and surplus of not less than
     $100,000,000 whose short term securities are rated at least A-1 by Standard
     & Poor's Ratings Service, a division of The McGraw-Hill Companies, Inc.,
     and P-1 by Moody's Investors Service, Inc.;

          (c) commercial paper of an issuer rated at least A-1 by Standard &
     Poor's Ratings Service, a division of The McGraw-Hill Companies, Inc., or
     P-1 by Moody's Investors Service Inc. and in either case having a tenor of
     not more than three months;

          (d) money market funds that invest principally in Cash Equivalents
     described in clauses (a) through (c) hereof.


                                       4



          "Change of Control" means any Person or any two or more Persons (in
     each case other than a Person that is a stockholder of the Company as of
     the date of this Agreement) acting in concert acquiring beneficial
     ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
     Commission under the Exchange Act), directly or indirectly, of capital
     stock of the Company (or other securities convertible into such capital
     stock) representing 35% or more of the combined voting power of all capital
     stock of the Company entitled to vote in the election of directors, other
     than capital stock having such power only by reason of the happening of a
     contingency.

          "Closing Date" means the date on which all conditions precedent set
     forth in Section 5.01 are satisfied or waived by all Lenders.

          "Code" means the Internal Revenue Code of 1986, as amended, and
     regulations promulgated thereunder.

          "Commitment" means, collectively, the Revolving Loan Commitment and
     the Swing Line Loan Commitment.

          "Commitment and Acceptance" means a certificate substantially in the
     form attached hereto as Exhibit G.

          "Commitment Fee" has the meaning specified in Section 2.10(b).

          "Commitment Increase Notice" has the meaning specified in Section
     2.01(c).

          "Company" means CBIZ, Inc., a Delaware corporation.

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

          "Consolidated Interest Expense" means, for any period, gross
     consolidated interest expense (after giving effect to any increase in
     interest expense resulting from net amount of payments made or received
     with respect to Permitted Swap Obligations; provided, however, that no net
     reduction in interest expense shall be permitted if the Company should
     receive more payments than the Company makes with respect thereto) for the
     period (including all commissions, discounts, fees and other charges in
     connection with standby letters of credit and similar instruments) for the
     Company and its Subsidiaries (other than Excluded Subsidiaries), plus the
     portion of the upfront costs and expenses for Swap Contracts (to the extent
     not included in gross interest expense) fairly allocated to such Swap
     Contracts as expenses for such period, as determined in accordance with
     GAAP and after giving effect to any Swap Contract then in effect.

          "Contingent Obligation" means, as to any Person, any direct or
     indirect liability of that Person, whether or not contingent, with or
     without recourse, (a) with respect to any Indebtedness, lease, dividend,
     letter of credit or other obligation (the "primary obligations") of another
     Person (the "primary obligor"), including any obligation of that Person (i)
     to purchase, repurchase or otherwise acquire such primary obligations or
     any security therefor, (ii) to advance or provide funds for the payment or
     discharge of any


                                       5



     such primary obligation, or to maintain working capital or equity capital
     of the primary obligor or otherwise to maintain the net worth or solvency
     or any balance sheet item, level of income or financial condition of the
     primary obligor, (iii) to purchase property, securities or services
     primarily for the purpose of assuring the owner of any such primary
     obligation of the ability of the primary obligor to make payment of such
     primary obligation, or (iv) otherwise to assure or hold harmless the holder
     of any such primary obligation against loss in respect thereof (each, a
     "Guaranty Obligation"); (b) with respect to any Surety Instrument (other
     than any Letter of Credit) issued for the account of that Person or as to
     which that Person is otherwise liable for reimbursement of drawings or
     payments; (c) to purchase any materials, supplies or other property from,
     or to obtain the services of, another Person if the relevant contract or
     other related document or obligation requires that payment for such
     materials, supplies or other property, or for such services, shall be made
     regardless of whether delivery of such materials, supplies or other
     property is ever made or tendered, or such services are ever performed or
     tendered, or (d) in respect of any Swap Contract; provided, however, that
     neither the term "Contingent Obligation" nor the term "Guaranty Obligation"
     shall include obligations in respect of insurance, reinsurance, surety or
     fidelity contracts, bonds or policies entered into or issued in the
     ordinary course of business. Except as otherwise expressly provided herein,
     the amount of any Contingent Obligation shall, in the case of Guaranty
     Obligations, be deemed equal to the stated or determinable amount of the
     primary obligation in respect of which such Guaranty Obligation is made or,
     if not stated or if indeterminable, the maximum reasonably anticipated
     liability in respect thereof, and in the case of other Contingent
     Obligations other than in respect of Swap Contracts, shall be equal to the
     maximum reasonably anticipated liability in respect thereof and, in the
     case of Contingent Obligations in respect of Swap Contracts, shall be equal
     to the Swap Termination Value.

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

          "Conversion/Continuation Date" means any date on which, under Section
     2.04, the Company (a) converts Loans of one Type to another Type, or (b)
     continues as Loans of the same Type, but with a new Interest Period, Loans
     having Interest Periods expiring on such date.

          "Credit Extension" means and includes (a) the making of any Loans
     hereunder, and (b) the Issuance of any Letters of Credit hereunder.

          "Default" means any event or circumstance which, with the giving of
     notice, the lapse of time, or both, would (if not cured or otherwise
     remedied during such time) constitute an Event of Default.

          "Default Rate" has the meaning set forth in Section 2.09(c).


                                       6



          "Defaulting Lender" means any Lender that (a) has failed to fund any
     portion of the Revolving Loans, participations in L/C Obligations or
     participations in Swing Line Loans required to be funded by it hereunder
     within one (1) Business Day of the date required to be funded by it
     hereunder, (b) has otherwise failed to pay over to the Agent or any other
     Lender any other amount required to be paid by it hereunder within one (1)
     Business Day of the date when due, unless the subject of a good faith
     dispute, or (c) has been deemed insolvent or become the subject of a
     bankruptcy or insolvency proceeding.

          "Dollars", "dollars" and "$" each mean lawful money of the United
     States.

          "EBITDA" means, for any period, for the Company and its Subsidiaries
     (other than Excluded Subsidiaries) on a consolidated basis, determined in
     accordance with GAAP, the sum of (a) the Net Income (or net loss) for such
     period, plus (b) all amounts treated as expenses for depreciation and the
     amortization of intangibles of any kind, including the impairment of
     goodwill charges, to the extent included in the determination of such Net
     Income (or loss), plus (c) Consolidated Interest Expense, to the extent
     included in the determination of Net Income (or loss), plus (d) all accrued
     taxes on or measured by income to the extent included in the determination
     of such Net Income (or loss), plus (e) cash dividends received during such
     period by the Company, or any Subsidiary that is not an Excluded
     Subsidiary, from Excluded Subsidiaries, provided that the aggregate amount
     of such cash dividends included in this clause (e) does not exceed fifty
     percent (50%) of EBITDA after giving effect to the addition of such
     dividends.

          "EBITDAR" means, for any period, for the Company and its Subsidiaries
     (other than Excluded Subsidiaries) on a consolidated basis, determined in
     accordance with GAAP, the sum of (a) EBITDA for such period, plus, (b) all
     Rental Expense for such period, plus, (c) non-cash rental charges incurred
     during such period pursuant to FAS 146 with respect to discontinued leased
     real property locations.

          "Effective Amount" means (a) with respect to any Revolving Loans on
     any date, the aggregate outstanding principal amount thereof after giving
     effect to any Borrowings and prepayments or repayments of Revolving Loans
     occurring on such date, (b) with respect to any Swing Line Loans on any
     date, the aggregate outstanding principal amount thereof after giving
     effect to any Borrowings and prepayments or repayments of Swing Line Loans
     occurring on such date and (c) with respect to any outstanding L/C
     Obligations on any date, the amount of such L/C Obligations on such date
     after giving effect to any Issuances of Letters of Credit occurring on such
     date and any other changes in the aggregate amount of the L/C Obligations
     as of such date, including as a result of any reimbursements of outstanding
     unpaid drawings under any Letters of Credit or any reductions in the
     maximum amount available for drawing under Letters of Credit taking effect
     on such date. For purposes of Section 2.07, the Effective Amount shall be
     determined without giving effect to any mandatory prepayments to be made
     under said Section.

          "Effective Commitment Amount" has the meaning set forth in Section
     2.01(c).


                                       7



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

          "Environmental Claims" means all claims, however asserted, by any
     Governmental Authority or other Person alleging potential liability or
     responsibility for violation of any Environmental Law, or for release or
     injury to the environment.

          "Environmental Laws" means all federal, state or local laws, statutes,
     common law duties, rules, regulations, ordinances and codes, together with
     all administrative orders, directed duties, requests, licenses,
     authorizations and permits of, and agreements with, any Governmental
     Authorities, in each case relating to environmental, health, safety and
     land use matters.

          "Environmental Permits" has the meaning specified in Section 6.12(b).

          "ERISA" means the Employee Retirement Income Security Act of 1974, and
     regulations promulgated thereunder.

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

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

          "Eurodollar Rate" means, for any Interest Period with respect to a
     Eurodollar Rate Loan, the rate per annum equal to the British Bankers
     Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other
     commercially available source providing quotations of BBA LIBOR as
     designated by the Agent from time to time) at


                                       8


     approximately 11:00 a.m., London time, two Business Days prior to the
     commencement of such Interest Period, for Dollar deposits (for delivery on
     the first day of such Interest Period) with a term equivalent to such
     Interest Period. If such rate is not available at such time for any reason,
     then the "Eurodollar Rate" for such Interest Period shall be the rate per
     annum determined by the Agent to be the rate at which deposits in Dollars
     for delivery on the first day of such Interest Period in same day funds in
     the approximate amount of the Eurodollar Rate Loan being made, continued or
     converted by Bank of America and with a term equivalent to such Interest
     Period would be offered by Bank of America's London Branch to major banks
     in the London interbank eurodollar market at their request at approximately
     4:00 p.m. (London time) two Business Days prior to the commencement of such
     Interest Period.

          "Eurodollar Rate Loan" means a Loan that bears interest at a rate
     based on the Eurodollar Rate.

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

          "Event of Default" means any of the events or circumstances specified
     in Section 9.01.

          "Exchange Act" means the Securities Exchange Act of 1934, and
     regulations promulgated thereunder.

          "Excluded Subsidiary" means, at any time, any Subsidiary who may not
     guaranty the Obligations under the Guaranty, in any case without violating
     federal, state and/or local laws or regulations applicable to such
     Subsidiary.

          "Excluded Taxes" means, with respect to the Agent, any Lender, the
     Issuing Bank or any other recipient of any payment to be made by or on
     account of any obligation of the Company or any Guarantor hereunder, (a)
     taxes imposed on or measured by its overall net income (however
     denominated), and franchise taxes imposed on it (in lieu of net income
     taxes), by the jurisdiction (or any political subdivision thereof) under
     the laws of which such recipient is organized or in which its principal
     office is located or, in the case of any Lender, in which its applicable
     Lending Office is located, (b) any branch profits taxes imposed by the
     United States or any similar tax imposed by any other jurisdiction in which
     the Company or any Guarantor is located and (c) in the case of a Foreign
     Lender (other than an assignee pursuant to a request by the Company under
     Section 4.08), any withholding tax that is imposed on amounts payable to
     such Foreign Lender at the time such Foreign Lender becomes a party hereto
     (or designates a new Lending Office) or is attributable to such Foreign
     Lender's failure or inability (other than


                                       9



     as a result of a Change in Law) to comply with Section 4.01(e), except to
     the extent that such Foreign Lender (or its assignor, if any) was entitled,
     at the time of designation of a new Lending Office (or assignment), to
     receive additional amounts from the Company with respect to such
     withholding tax pursuant to Section 4.01(a).

          "Existing Credit Agreement" means that certain Amended and Restated
     Credit Agreement dated as of August 6, 2004 among the Company, Bank of
     America, N.A., as administrative agent, and a syndicate of lenders, as
     amended, supplemented or otherwise modified prior to the date hereof.

          "Existing Lenders" means the "Lenders" party to and defined in the
     Existing Credit Agreement.

          "Existing Letter of Credit" means each letter of credit listed on
     Schedule 1.01.

          "FDIC" means the Federal Deposit Insurance Corporation, and any
     Governmental Authority succeeding to any of its principal functions.

          "Federal Funds Rate" means, for any day, the rate set forth in the
     weekly statistical release designated as H.15(519), or any successor
     publication, published by the Federal Reserve Bank of New York (including
     any such successor, "H.15(519)") on the preceding Business Day opposite the
     caption "Federal Funds (Effective)"; or, if for any relevant day such rate
     is not so published on any such preceding Business Day, the rate for such
     day will be the arithmetic mean as determined by the Agent of the rates for
     the last transaction in overnight Federal funds arranged prior to 9:00 a.m.
     (New York City time) on that day by each of three leading brokers of
     Federal funds transactions in New York City selected by the Agent.

          "Fee Letter" has the meaning specified in Section 2.10(a).

          "Financial Letters of Credit" means any Letter of Credit which either
     the Agent or the Issuing Bank determines is required under applicable law
     (including regulations and guidelines established by banking regulators)
     relating to reserve requirements to be classified as a financial letter of
     credit.

          "Fixed Charge Coverage Ratio" means, with respect to the Company and
     its Subsidiaries (other than Excluded Subsidiaries) on a consolidated basis
     for any fiscal period, the ratio of EBITDAR minus Capital Expenditures to
     Fixed Charges.

          "Fixed Charges" means, with respect to the Company and its
     Subsidiaries (other than Excluded Subsidiaries) on a consolidated basis for
     any fiscal period of determination, (a) Consolidated Interest Expense paid
     in cash during such fiscal period, plus (b) scheduled payments of principal
     with respect to Indebtedness for such fiscal period, plus (c) Rental
     Expense paid for such fiscal period.

          "Foreign Lender" means any Lender that is organized under the laws of
     a jurisdiction other than that in which the Company is resident for tax
     purposes. For


                                       10



     purposes of this definition, the United States, each State thereof and the
     District of Columbia shall be deemed to constitute a single jurisdiction.

          "FRB" means the Board of Governors of the Federal Reserve System, and
     any Governmental Authority succeeding to any of its principal functions.

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

          "GAAP" means generally accepted accounting principles set forth from
     time to time in the opinions and pronouncements of the Accounting
     Principles Board and the American Institute of Certified Public Accountants
     and statements and pronouncements of the Financial Accounting Standards
     Board (or agencies with similar functions of comparable stature and
     authority within the U.S. accounting profession), which are in effect and
     applicable to the circumstances as of the date of determination; provided,
     however, that for purposes of all computations required to be made with
     respect to compliance by the Company with Sections 8.14, 8.15, and 8.16,
     such term shall mean generally accepted accounting principles as in effect
     on the date of this Agreement, applied in a manner consistent with those
     used in preparing the financial statements referred to in Section 6.11
     (a)(x) and (y).

          "Governmental Authority" means any nation or government, any state or
     other political subdivision thereof, any central bank (or similar monetary
     or regulatory authority) thereof, any entity exercising executive,
     legislative, judicial, regulatory or administrative functions of or
     pertaining to government (including, without limitation, any board of
     insurance, insurance department or insurance commissioner and any taxing
     authority or political subdivision), and any corporation or other entity
     owned or controlled, through stock or capital ownership or otherwise, by
     any of the foregoing.

          "Granting Lender" has the meaning specified in Section 11.08(g).

          "Guarantor" means each direct and indirect domestic Subsidiary of the
     Company that is not an Excluded Subsidiary, whether now existing or
     hereafter created or acquired.

          "Guaranty" means the Guaranty, dated as of February 13, 2006, duly
     executed and delivered by each Guarantor in favor of the Agent, on behalf
     of the Lenders, as the same may be amended, restated, further supplemented
     or otherwise modified from time to time.

          "Guaranty Obligation" has the meaning specified in the definition of
     "Contingent Obligation."

          "Hazardous Materials" means any toxic or hazardous waste, substance or
     chemical or any pollutant, contaminant, chemical or other substance defined
     or regulated pursuant to any Environmental Law, including, without
     limitation, asbestos, petroleum, crude oil or any fraction thereof.


                                       11



          "Highest Lawful Rate" means at the particular time in question the
     maximum rate of interest which, under applicable law, any Lender is then
     permitted to charge on the Obligations. If the maximum rate of interest
     which, under applicable law, any Lender is permitted to charge on the
     Obligations shall change after the date hereof, the Highest Lawful Rate
     shall be automatically increased or decreased, as the case may be, from
     time to time as of the effective time of each such change in the Highest
     Lawful Rate without notice to the Company.

          "Honor Date" has the meaning set forth in Section 3.03.

          "Indebtedness" of any Person means, without duplication:

          (a) all indebtedness for borrowed money;

          (b) all obligations issued, undertaken or assumed as the deferred
     purchase price of property or services (other than trade payables and other
     accrued liabilities entered into in the ordinary course of business);

          (c) all non-contingent reimbursement or payment obligations with
     respect to Surety Instruments and all L/C Obligations;

          (d) all obligations evidenced by notes, bonds, debentures or similar
     instruments;

          (e) all indebtedness created or arising under any conditional sale or
     other title retention agreement, or incurred as financing, in either case
     with respect to property acquired by the Person (even though the rights and
     remedies of the seller or bank under such agreement in the event of default
     are limited to repossession or sale of such property);

          (f) all Capital Lease Obligations;

          (g) all indebtedness referred to in clauses (a) through (f) above
     secured by (or for which the holder of such Indebtedness has an existing
     right, contingent or otherwise, to be secured by) any Lien upon or in
     property (including accounts and contracts rights) owned by such Person,
     even though such Person has not assumed or become liable for the payment of
     such Indebtedness; and

          (h) all Guaranty Obligations in respect of indebtedness or obligations
     of others of the kinds referred to in clauses (a) through (g) above.

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

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

          "Indemnified Taxes" means Taxes other than Excluded Taxes.

          "Independent Auditor" has the meaning specified in Section 7.01(a).


                                       12



          "Insolvency Proceeding" means, with respect to any Person, (a) any
     case, action or proceeding with respect to such Person before any court or
     other Governmental Authority relating to bankruptcy, reorganization,
     insolvency, liquidation, receivership, dissolution, winding-up or relief of
     debtors, or (b) any general assignment for the benefit of creditors,
     composition, marshaling of assets for creditors, or other, similar
     arrangement in respect of its creditors generally or any substantial
     portion of its creditors; undertaken under U.S. Federal, state or foreign
     law, including the Bankruptcy Code.

          "Interest Payment Date" means, as to any Eurodollar Rate Loan, the
     last day of each Interest Period applicable to such Eurodollar Rate Loan
     and, as to any Base Rate Loan or Swing Line Loan, the last Business Day of
     each March, June, September and December; provided, however, that if any
     Interest Period exceeds three months, the date that falls three months
     after the beginning of such Interest Period and after each Interest Payment
     Date thereafter is also an Interest Payment Date.

          "Interest Period" means, as to any Eurodollar Rate Loan, the period
     commencing on the Borrowing Date of such Loan or on the
     Conversion/Continuation Date on which the Loan is converted into or
     continued as an Eurodollar Rate Loan, and ending on the date seven days,
     one month, two months, three months or six months thereafter as selected by
     the Company in its Notice of Borrowing or Notice of
     Conversion/Continuation;

          provided that:

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

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

          (c) no Interest Period for any Revolving Loan shall extend beyond the
     Revolving Termination Date.

          "IRS" means the Internal Revenue Service, and any Governmental
     Authority succeeding to any of its principal functions under the Code.

          "Issuance Date" has the meaning specified in Section 3.01(a).

          "Issue" means, with respect to any Letter of Credit, to issue or to
     extend the expiry of, or to renew or increase the amount of, such Letter of
     Credit; and the terms "Issued," "Issuing" and "Issuance" have corresponding
     meanings.


                                       13



          "Issuing Bank" means Bank of America in its capacity as issuer of one
     or more Letters of Credit hereunder together with any replacement letter of
     credit issuer arising under Section 10.01(b) or Section 11.08(h).

          "Lender" has the meaning specified in the introductory clause hereto.
     References to the "Lenders" shall include Bank of America, including in its
     capacity as Issuing Bank and Swing Loan Lender; for purposes of
     clarification only, to the extent that Bank of America may have any rights
     or obligations in addition to those of the Lenders due to its status as
     Issuing Bank, its status as such will be specifically referenced.

          "Lender Increase Notice" has the meaning set forth in Section 2.01(c).

          "Lending Office" means, as to any Lender, the office or offices of
     such Lender specified as its "Lending Office" or "Domestic Lending Office"
     or "Offshore Lending Office", as the case may be, on Schedule 11.02, or
     such other office or offices as such Lender may from time to time notify
     the Company and the Agent.

          "L/C Advance" means each Lender's participation in any L/C Borrowing
     in accordance with its Pro Rata Share.

          "L/C Amendment Application" means an application form for amendment of
     outstanding standby or commercial documentary letters of credit as shall at
     any time be in use at the Issuing Bank, as the Issuing Bank shall request.

          "L/C Application" means an application form for issuances of standby
     or commercial documentary letters of credit as shall at any time be in use
     at the Issuing Bank, as the Issuing Bank shall request.

          "L/C Borrowing" means an extension of credit resulting from a drawing
     under any Letter of Credit which shall not have been reimbursed on the date
     when made nor converted into a Borrowing of Revolving Loans under Section
     3.03(c).

          "L/C Commitment" means the commitment of the Issuing Bank to Issue,
     and the commitment of the Lenders severally to participate in, Letters of
     Credit from time to time Issued or outstanding under Article III, in an
     aggregate amount not to exceed on any date the amount of $20,000,000, as
     the same shall be reduced as a result of a reduction in the L/C Commitment
     pursuant to Section 2.05; provided that the L/C Commitment is a part of the
     combined Commitments, rather than a separate, independent commitment.

          "L/C Obligations" means at any time the sum of (a) the aggregate
     undrawn amount of all Letters of Credit then outstanding, plus (b) the
     amount of all unreimbursed drawings under all Letters of Credit, including
     all outstanding L/C Borrowings. For purposes of computing the amount
     available to be drawn under any Letter of Credit, the amount of such Letter
     of Credit shall be determined in accordance with Section 3.03. For all
     purposes of this Agreement, if on any date of determination a Letter of
     Credit has expired by its terms but any amount may still be drawn
     thereunder by reason of the operation of Rule 3.14 of the "International
     Standby Practices 1998" published by the Institute of International Banking
     Law & Practice (or such later version thereof as may be


                                       14



     in effect at the time of issuance), such Letter of Credit shall be deemed
     to be "outstanding" in the amount so remaining available to be drawn.

          "L/C-Related Documents" means the Letters of Credit, the L/C
     Applications, the L/C Amendment Applications and any other document
     relating to any Letter of Credit, including any of the Issuing Bank's
     standard form documents for letter of credit issuances.

          "Letter of Credit" means any (a) letter of credit (whether commercial
     letters of credit or standby letters of credit) that is Issued by the
     Issuing Bank pursuant to Article III and (b) "Letter of Credit" outstanding
     on the Closing Date issued under the Existing Credit Agreement.

          "Leverage Ratio" means, with respect to the Company and its
     Subsidiaries (other than Excluded Subsidiaries), on a consolidated basis,
     as of any date of determination, the ratio of total consolidated
     Indebtedness as of such date to EBITDA for the twelve month period then
     most recently ended (taken as a single accounting period).

          "Lien" means any security interest, mortgage, deed of trust, pledge,
     hypothecation, assignment, charge or deposit arrangement, encumbrance, lien
     (statutory or other) or preferential arrangement in the nature of a
     security interest of any kind or nature whatsoever in respect of any
     property (including those created by, arising under or evidenced by any
     conditional sale or other title retention agreement, any easement, right of
     way or other encumbrance on title to real property, the interest of a
     lessor under a capital lease, any financing lease having substantially the
     same economic effect as any of the foregoing, or the filing of any
     financing statement naming the owner of the asset to which such lien
     relates as debtor, under the Uniform Commercial Code or any comparable law)
     and any contingent or other agreement to provide any of the foregoing
     (other than equal and ratable clauses), but not including the interest of a
     lessor under an operating lease.

          "Loan" means an extension of credit by a Lender to the Company under
     Article II or Article III in the form of a Revolving Loan, Swing Line Loan
     or L/C Borrowing.

          "Loan Documents" means this Agreement, the Existing Credit Agreement,
     any Notes, the Fee Letter, the L/C Related Documents, the Guaranty and all
     other documents and certificates delivered to the Agent or any Lender in
     connection herewith, as the same may be amended, restated, supplemented or
     otherwise modified from time to time.

          "Majority Lenders" means at any time, Lenders holding more than 50% of
     the then aggregate Commitments or, if the Commitments have been terminated,
     Lenders holding more than 50% of the then unpaid principal amount of Loans
     and L/C Obligations; provided that the Commitment of any Defaulting Lender
     shall be excluded for the purposes of making a determination of Majority
     Lenders.

          "Margin Stock" means "margin stock" as such term is defined in
     Regulation T, U or X of the FRB.


                                       15


          "Material Adverse Effect" means (a) a material adverse change in, or a
     material adverse effect upon, the operations, business, properties or
     financial condition of the Company and its Subsidiaries (other than
     Excluded Subsidiaries) taken as a whole, or of the Company and its
     Subsidiaries (including Excluded Subsidiaries) taken as a whole; (b) a
     material impairment of the ability of the Company or any Guarantor to
     perform under any Loan Document and to avoid any Event of Default; or (c) a
     material adverse effect upon the legality, validity, binding effect or
     enforceability against the Company or any Guarantor of any Loan Document.

          "Multiemployer Plan" means a "multiemployer plan", within the meaning
     of Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate
     makes, is making, or is obligated to make contributions or, during the
     immediately preceding six (6) years, has made, or been obligated to make,
     contributions.

          "Net Income" shall mean, for any period, the net income (or loss) of
     the Company and its Subsidiaries (other than Excluded Subsidiaries) on a
     consolidated basis for such period taken as a single accounting period
     determined in conformity with GAAP; provided, that (a) there shall be
     excluded from such determination, to the extent otherwise included therein,
     (i) the income of any Subsidiary of the Company to the extent that the
     declaration or payment of dividends or similar distributions by that
     Subsidiary of that income is not at the time permitted by operation of the
     terms of, or without any third-party consent required by, its charter or
     any agreement, instrument, judgment, decree, order, statute, rule or
     governmental regulation applicable to that Subsidiary, (ii) any non-cash
     charges relating to the FAS 142 goodwill impairment, (iii) non-cash,
     deferred financing charges, (iv) income and losses with respect to
     operations disposed of in accordance with Section 8.02 or with respect to
     "discontinued operations" (as determined in accordance with GAAP), (v)
     gains and losses from dispositions permitted under Section 8.02 or with
     respect to "discontinued operations" (as determined in accordance with
     GAAP), (vi) non-cash charges related to the effect of changes in accounting
     principles (all of which are in accordance with GAAP) and (vii)
     extraordinary gains and losses and (b) there shall be included in such
     determination, on a pro forma basis, the income (or loss) of any entity or
     business unit which is the subject of an Acquisition by the Company or any
     Subsidiary of the Company (other than the Acquisition of an Excluded
     Subsidiary or its assets) during such period (and including, without
     limitation, the affect on Net Income attributable to any Indebtedness
     assumed in connection with such Acquisition) as if such Acquisition were
     consummated as of the first day of such period (including adjustments as
     are permitted under Regulation S-X of the SEC).

          "Net Worth" means shareholders' equity as determined in accordance
     with GAAP.

          "Note" means a promissory note or an amended and restated promissory
     note, as applicable, executed by the Company in favor of a Lender pursuant
     to Section 2.02(b), in substantially the form of Exhibit F-1, with respect
     to Revolving Loans, and Exhibit F-2, with respect to the Swing Line Loan.

          "Notice of Borrowing" means a notice in substantially the form of
     Exhibit A.


                                       16



          "Notice of Conversion/Continuation" means a notice in substantially
     the form of Exhibit B.

          "Obligations" means all advances, debts, liabilities, obligations,
     covenants and duties arising under any Loan Document owing by the Company
     to any Lender, the Agent, or any Indemnified Person, whether direct or
     indirect (including those acquired by assignment), absolute or contingent,
     due or to become due, now existing or hereafter arising.

          "Organization Documents" means, for any corporation, the certificate
     or articles of incorporation, the bylaws, any certificate of determination
     or instrument relating to the rights of preferred shareholders of such
     corporation, any shareholder rights agreement, and all applicable
     resolutions of the board of directors (or any committee thereof) of such
     corporation and for any limited liability company, the certificate of
     formation, the operating agreement and any instruments relating to the
     rights of members of such limited liability company and all applicable
     resolutions of the governing body of such limited liability company.

          "Other Taxes" means any present or future stamp, court or documentary
     taxes or any other excise or property taxes, charges or similar levies
     which arise from any payment made hereunder or from the execution,
     delivery, performance, or enforcement of, or otherwise with respect to,
     this Agreement or any other Loan Documents.

          "Participant" has the meaning specified in Section 11.08(c).

          "PBGC" means the Pension Benefit Guaranty Corporation, or any
     Governmental Authority succeeding to any of its principal functions under
     ERISA.

          "Pension Plan" means a pension plan (as defined in Section 3(2) of
     ERISA) subject to Title IV of ERISA which the Company or any ERISA
     Affiliate sponsors, maintains, or to which it makes, is making, or is
     obligated to make contributions, or in the case of a multiple employer plan
     (as described in Section 4064(a) of ERISA) has made contributions at any
     time during the immediately preceding six (6) plan years.

          "Permitted Acquisition" means an Acquisition which meets the following
     criteria:

          (1) No Default or Event of Default has occurred and is continuing at
     the time of the consummation of such Acquisition and no Default or Event of
     Default would occur after giving effect to such Acquisition;

          (2) The target company or operations shall be in a same or similar
     line of business as the Company or any of its Subsidiaries is engaged in;

          (3) After giving pro forma effect to such Acquisition (calculated as
     if such Acquisition was consummated as of the first day of such twelve
     month period, including the effect of any Indebtedness assumed in
     connection with such Acquisition, and including adjustments as are
     permitted under Regulation S-X of the SEC), the Leverage Ratio for the
     twelve month period most recently ended with respect to which the


                                       17



     Company has delivered financial statements pursuant to Section 7.01 is less
     than 2.00 to 1.00, or if the Leverage Ratio for such twelve month period is
     greater than or equal to 2.00 to 1.00, the aggregate cash consideration
     paid, incurred or assumed by the Company or any of its Subsidiaries upon
     the consummation of such Acquisition and with respect to all other
     Acquisitions consummated during such period, plus Indebtedness of the
     target company or operations assumed by the Company or any of its
     Subsidiaries (other than payments by the target company prior to the
     Acquisition) with respect to each such Acquisitions, plus any deferred
     payments booked as a liability upon the consummation of such Acquisitions
     (collectively, "Cash Consideration"), plus the aggregate consideration paid
     by the Company during such period with respect to stock repurchases and
     redemptions, is equal to or less than $5,000,000;

          (4) Such Acquisition shall be consensual and shall have been approved
     by the applicable target company's or seller's board of directors;

          (5) The Company shall have complied with Section 7.15 with respect to
     each new Subsidiary created or acquired in connection with such Acquisition
     (other than Excluded Subsidiaries);

          (6) For each Acquisition with respect to which the sum of the Cash
     Consideration and non-cash consideration paid, incurred or assumed by the
     Company exceeds $10,000,000, the Company shall have delivered to the Agent
     and the Lenders a certificate executed by a Responsible Officer,
     demonstrating to the satisfaction of the Agent that, after giving pro forma
     effect to such Acquisition (calculated as if such Acquisition was
     consummated as of the first day of the twelve month period most recently
     ended with respect to which the Company has delivered financial statements
     pursuant to Section 7.01, including the effect of any Indebtedness assumed
     in connection with such Acquisition, and including adjustments as are
     permitted under Regulation S-X of the SEC, all such adjustments being
     disclosed in reasonable detail), the Company is in compliance with clause
     (3) of this definition, Section 8.04(k), if applicable, Section 8.15 and
     Section 8.16, and certifying to clause (1) above.

          "Permitted Liens" has the meaning specified in Section 8.01.

          "Permitted Swap Obligations" means all obligations (contingent or
     otherwise) of the Company or any Subsidiary existing or arising under Swap
     Contracts, provided that each of the following criteria is satisfied: (a)
     such obligations are (or were) entered into by such Person in the ordinary
     course of business for the purpose of directly mitigating risks associated
     with liabilities, commitments or assets held or reasonably anticipated by
     such Person, or changes in the value of securities issued by such Person in
     conjunction with a securities repurchase program not otherwise prohibited
     hereunder, and not for purposes of speculation or taking a "market view"
     and (b) such Swap Contracts do not contain any provision ("walk-away"
     provision) exonerating the non-defaulting party from its obligation to make
     payments on outstanding transactions to the defaulting party.


                                       18



          "Person" means an individual, partnership, corporation, limited
     liability company, business trust, joint stock company, trust,
     unincorporated association, joint venture or Governmental Authority or
     other entity.

          "Plan" means an employee benefit plan (as defined in Section 3(3) of
     ERISA) which the Company or any ERISA Affiliate sponsors or maintains or to
     which the Company makes, is making, or is obligated to make contributions
     and includes any Pension Plan.

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

          "Proposed New Lender" has the meaning set forth in Section 2.01(c).

          "Pro Rata Share" means, as to any Lender at any time, the percentage
     equivalent (expressed as a decimal, rounded to the ninth decimal place) at
     such time of such Lender's Revolving Loan Commitment divided by the
     aggregate Revolving Loan Commitments of all Lenders.

          "Reconciliation Certificate" means a certificate executed by a
     Responsible Officer of the Company providing a reconciliation report of the
     Company and its Subsidiaries on a consolidated basis, setting forth a
     calculation of the financial covenants set forth in Sections 8.14 through
     8.16 hereof, but, including, for the purposes of such reconciliation, the
     financial information of all Excluded Subsidiaries of the Company to the
     extent previously excluded from the calculation thereof, in a form and
     accompanied by such detail and documentation as shall be requested by the
     Agent in its reasonable discretion.

          "Register" has the meaning specified in Section 11.08(b).

          "Rental Expense" means, for any period, the sum of (without
     duplication with respect to gross lease arrangements): (a) all rental
     payments, (b) all common area maintenance payments made pursuant to real
     property leases and (c) all real estate taxes paid by the Company and its
     Subsidiaries (other than Excluded Subsidiaries) pursuant to real property
     leases not constituting Capital Lease Obligations.

          "Reportable Event" means, any of the events set forth in Section
     4043(c) of ERISA or the regulations thereunder, other than any such event
     for which the thirty (30) day notice requirement under ERISA has been
     waived in regulations issued by the PBGC.

          "Requirement of Law" means, as to any Person, any law (statutory or
     common), treaty, rule or regulation or determination of an arbitrator or of
     a Governmental Authority not subject to a stay order issued by a court of
     competent jurisdiction, in each case applicable to or binding upon the
     Person or any of its property or to which the Person or any of its property
     is subject.

          "Responsible Officer" means the chief executive officer, chief
     operating officer, the president, or the chief financial officer of the
     Company, or any other officer having


                                       19



     substantially the same authority and responsibility as the chief financial
     officer; or, with respect to compliance with financial covenants, the chief
     financial officer, vice president-finance or the treasurer of the Company,
     or any other officer having substantially the same authority and
     responsibility.

          "Revolving Loan" has the meaning specified in Section 2.01.

          "Revolving Loan Commitment", as to each Lender, has the meaning
     specified in Section 2.01.

          "Revolving Termination Date" means the earlier to occur of:

          (a) February 13, 2011; and

          (b) the date on which the Revolving Loan Commitments terminate in
          accordance with the provisions of this Agreement.

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

          "Selling Lender(s)" has the meaning set forth in Section 2.01(c).

          "Solvent" means, when used with respect to any Person, that as of any
     date of determination, (a) the amount of the "present fair saleable value"
     of the assets of such Person will as of such date, exceed the amount that
     will be required to pay all "liabilities of such Person, contingent or
     otherwise" (whether or not reflected on a balance sheet prepared in
     accordance with GAAP), as of such date (as such quoted terms are determined
     in accordance with the Bankruptcy Code or other applicable bankruptcy,
     insolvency or other debtor relief laws) as such debts become due and
     payable, (b) such Person will not have as of such date, an unreasonably
     small amount of capital with which to conduct their business taking into
     account the particular capital requirements of such Person and its
     projected capital requirements and availability and (c) such Person will be
     able to pay their debts as they mature, taking into account the timing of
     and amounts of cash to be received by such Person, and the timing and
     amounts of cash to be payable on or in respect of indebtedness of such
     Person. For the purposes of this definitions, (i) "debt" means liability on
     a "claim", and (ii) "claim" means any (x) right to payment, whether or not
     such a right is reduced to judgement, liquidated, or unliquidated, fixed,
     contingent, matured, unmatured, disputed, undisputed, real or equitable,
     secured or unsecured or (y) right to an equitable remedy for breach of
     performance if such breach gives rise to a right of payment whether or not
     such right to an equitable remedy is reduced to judgment, fixed,
     contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

          "SPC" has the meaning specified in Section 11.08(g).

          "Specified Asset Sale" means each asset disposition described in
     Schedule 8.02 to this Agreement.


                                       20



          "Subsidiary" of a Person means any corporation, association,
     partnership, limited liability company, joint venture or other business
     entity of which more than 50% of the voting stock, membership interests or
     other equity interests (in the case of Persons other than corporations), is
     owned or controlled directly or indirectly by the Person, or one or more of
     the Subsidiaries of the Person, or a combination thereof. Unless the
     context otherwise clearly requires, references herein to a "Subsidiary"
     refer to a Subsidiary of the Company.

          "Surety Instruments" means all letters of credit (including, without
     limitation, standby, commercial and documentary), banker's acceptances,
     bank guaranties, shipside bonds, surety bonds and similar instruments.

          "Swap Contract" means any agreement, whether or not in writing,
     relating to any transaction that is a rate swap, basis swap, forward rate
     transaction, commodity swap, commodity option, equity or equity index swap
     or option, bond, note or bill option, interest rate option, forward foreign
     exchange transaction, cap, collar or floor transaction, currency swap,
     cross-currency rate swap, swaption, currency option or any other, similar
     transaction (including any option to enter into any of the foregoing) or
     any combination of the foregoing, and, unless the context otherwise clearly
     requires, any master agreement relating to or governing any or all of the
     foregoing.

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

          "Swing Line Bank" means Bank of America, in its capacity as provider
     of the Swing Line Loans.

          "Swing Line Loan" has the meaning specified in Section 2.01(b).

          "Swing Line Loan Commitment" has the meaning specified in Section
     2.01(b).

          "Swing Line Rate" means the Base Rate.

          "Swing Line Termination Date" means the earlier to occur of:

          (a) February 13, 2011; and

          (b) the Revolving Termination Date.

          "Tangible Assets" means, as of any date of determination, for the
     Company and its Subsidiaries on a consolidated basis, the total assets of
     the Company and its


                                       21



     Subsidiaries minus goodwill and other intangible assets of the Company and
     its Subsidiaries on that date, as determined in accordance with GAAP.

          "Tangible Net Worth" means, as of any date of determination, for the
     Company and its Subsidiaries on a consolidated basis, Net Worth minus
     goodwill and other intangible assets of the Company and its Subsidiaries on
     that date, as determined in accordance with GAAP.

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

          "Type" means, with respect to any Borrowing, its nature as a Base Rate
     Loan or an Eurodollar Rate Loan.

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

          "United States" and "U.S." each means the United States of America.

          "Wholly-Owned Subsidiary" means any corporation, association,
     partnership, limited liability company, joint venture or other business
     entity in which (other than directors' or other qualifying shares required
     by law) 100% of the equity interests of each class having ordinary voting
     power, and 100% of the equity interests of every other class, in each case,
     at the time as of which any determination is being made, is owned,
     beneficially and of record, by the Company, or by one or more of the other
     Wholly-Owned Subsidiaries, or both.

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

          (b) The words "hereof", "herein", "hereunder" and similar words refer
to this Agreement as a whole and not to any particular provision of this
Agreement; and Section, Schedule and Exhibit references are to this Agreement
unless otherwise specified.

          (c) (i) The term "documents" includes any and all instruments,
documents, agreements, certificates, indentures, notices and other writings,
however evidenced.

               (ii) The term "including" is not limiting and means "including
     without limitation."

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


                                       22



          (d) Unless otherwise expressly provided herein, (i) references to
agreements (including this Agreement) and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications thereto, and
(ii) references to any statute or regulation are to be construed as including
all statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting the statute or regulation.

          (e) The captions and headings of this Agreement are for convenience of
reference only and shall not affect the interpretation of this Agreement.

          (f) This Agreement and other Loan Documents may use several different
limitations, tests or measurements to regulate the same or similar matters. All
such limitations, tests and measurements are cumulative and shall each be
performed in accordance with their terms.

          (g) This Agreement and the other Loan Documents are the result of
negotiations among and have been reviewed by counsel to the Agent, the Company
and the other parties, and are the products of all parties. Accordingly, they
shall not be construed against the Lenders or the Agent merely because of the
Agent's or Lenders' involvement in their preparation.

     1.03 Accounting Principles.

          (a) Unless the context otherwise clearly requires, all accounting
terms not expressly defined herein shall be construed, and all financial
computations required under this Agreement shall be made, in accordance with
GAAP consistently applied; provided, that audited financial statements shall be
prepared in accordance with the standards of the Public Company Accounting and
Oversight Board Rule 3100.

          (b) References herein to "fiscal year" and "fiscal quarter" refer to
such fiscal periods of the Company.

                                   ARTICLE II

                                   THE CREDITS

     2.01 Amounts and Terms of Commitments. (a) Each Lender severally agrees, on
the terms and conditions set forth herein, to make loans to the Company
(together with all "Revolving Loans" owing to such Lender on the Closing Date
pursuant to and as defined in the Existing Credit Agreement, the "Revolving
Loans") from time to time on any Business Day during the period from the Closing
Date to the Revolving Termination Date, in an aggregate amount not to exceed at
any time the amount set forth on Schedule 2.01 for such Lender (such amount, as
the same may be reduced under Section 2.05 or as a result of one or more
assignments under Section 10.08, the Lender's "Revolving Loan Commitment");
provided, however, that, after giving effect to any Borrowing of Revolving Loans
(exclusive of Revolving Loans, Swing Line Loans and L/C Obligations which are
repaid with the proceeds of, and simultaneously with the incurrence of, the
respective incurrence of Revolving Loans), the Effective Amount of all
outstanding Revolving Loans, Swing Line Loans and L/C Obligations, shall not at
any time exceed the aggregate Revolving Loan Commitment set forth on Schedule


                                       23



2.01, as such may be reduced under Section 2.05; and provided further, that the
Effective Amount of the Revolving Loans of any Lender plus the participation of
such Lender in the Effective Amount of all Swing Loan Loans and L/C Obligations
shall not at any time exceed such Lender's Revolving Loan Commitment. Within the
limits of each Lender's Revolving Loan Commitment, and subject to the other
terms and conditions hereof, the Company may borrow under this Section 2.01(a),
prepay under Section 2.06 and reborrow under this Section 2.01(a). Upon the
satisfaction of each of conditions set forth in Section 5.01, all "Revolving
Loans" owing to the Existing Lenders, on the Closing Date under and as defined
in the Existing Credit Agreement shall thereupon constitute Revolving Loans
hereunder subject to the terms of this Agreement.

          (b) Subject to the terms and conditions hereof, the Swing Line Bank
agrees to make loans to the Company (together with all "Swing Line Loans" owing
to the Swing Line Bank on the Closing Date pursuant to and as defined in the
Existing Credit Agreement, the "Swing Line Loans") from time to time on any
Business Day during the period from the Closing Date to the Swing Line
Termination Date in an aggregate principal amount at any one time outstanding
not to exceed $15,000,000 (the "Swing Line Loan Commitment"); provided, after
giving effect to any Borrowing of Swing Line Loans, the Effective Amount of all
outstanding Swing Line Loans shall not at any time exceed the Swing Line Loan
Commitment; and provided further, that the Effective Amount of all outstanding
Revolving Loans, Swing Line Loans and L/C Obligations shall not at any time
exceed the aggregate Revolving Loan Commitment. Prior to the Swing Line
Termination Date, the Company may use the Swing Line Loan Commitment by
borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing,
all in accordance with the terms and conditions hereof. All Swing Line Loans
shall bear interest at the Swing Line Rate and shall not be entitled to be
converted into Loans that bear interest at any other rate. Upon the satisfaction
of each of conditions set forth in Section 5.01, all "Swing Line Loans" owing to
the Swing Line Bank on the Closing Date under and as defined in the Existing
Credit Agreement shall thereupon constitute Swing Line Loans hereunder subject
to the terms of this Agreement.

          (c) Increase of Revolving Loan Commitment. (i) At any time, the
Company may request (in consultation with the Agent) that the aggregate
Revolving Loan Commitment be increased in a minimum amount equal to, and in
minimum increments of, $1,000,000, provided that, (A) the aggregate Revolving
Loan Commitment shall at no time exceed $150,000,000 and (B) the Company shall
not previously have reduced the aggregate Revolving Loan Commitment. Such
request shall be made in a written notice given to the Agent and the Lenders by
the Company not less than twenty (20) Business Days prior to the proposed
effective date of such increase, which notice (a "Commitment Increase Notice")
shall specify the amount of the proposed increase in the aggregate Revolving
Loan Commitment and the proposed effective date of such increase. In the event
of such a Commitment Increase Notice, each of the Lenders shall be given the
opportunity to participate in the requested increase. No Lender shall have any
obligation to increase its Commitment pursuant to a Commitment Increase Notice.
On or prior to the date that is fifteen (15) Business Days after receipt of the
Commitment Increase Notice, each Lender shall submit to the Agent a notice
indicating the maximum amount by which it is willing to increase its Commitment
in connection with such Commitment Increase Notice (any such notice to the Agent
being herein a "Lender Increase Notice"). Any Lender which does not submit a
Lender Increase Notice to the Agent prior to the expiration of such fifteen (15)
Business


                                       24



Day period shall be deemed to have denied any increase in its Commitment. In the
event that the increases of Commitments set forth in the Lender Increase Notices
exceed the amount requested by the Company in the Commitment Increase Notice,
the Agent and the Arranger shall have the right, in consultation with the
Company, to allocate the amount of increases necessary to meet the Company's
Commitment Increase Notice. In the event that the Lender Increase Notices are
less than the amount requested by the Company, not later than three (3) Business
Days prior to the proposed effective date the Company may notify the Agent of
any financial institution that shall have agreed to become a "Lender" party
hereto (a "Proposed New Lender") in connection with the Commitment Increase
Notice. Any Proposed New Lender shall be subject to the consent of the Agent
(which consent shall not be unreasonably withheld). If the Company shall not
have arranged any Proposed New Lender(s) to commit to the shortfall from the
Lender Increase Notices, then the Company shall be deemed to have reduced the
amount of its Commitment Increase Notice to the aggregate amount set forth in
the Lender Increase Notices. Based upon the Lender Increase Notices, any
allocations made in connection therewith and any notice regarding any Proposed
New Lender, if applicable, the Agent shall notify the Company and the Lenders on
or before the Business Day immediately prior to the proposed effective date of
the amount of each Lender's and Proposed New Lenders' Commitment (the "Effective
Commitment Amount") and the amount of the aggregate Revolving Loan Commitment,
which amount shall be effective on the following Business Day. Any increase in
the aggregate Revolving Loan Commitment shall be subject to the following
conditions precedent: (1) the Company shall have obtained from each Subsidiary
party to a Loan Document its reaffirmation of such Loan Documents, if any,
executed by it, which consent and reaffirmation shall be in writing and in form
and substance reasonably satisfactory to the Agent, (2) as of the date of the
Commitment Increase Notice and as of the proposed effective date of the increase
in the aggregate Revolving Loan Commitment, all representations and warranties
shall be true and correct in all material respects as though made on such date
(except to the extent such representation or warranties expressly refer to an
earlier date, in which case they shall be true and correct as of such earlier
date) and no event shall have occurred and then be continuing which constitutes
a Default or Event of Default, (3) the Company, the Agent and each Proposed New
Lender or Lender that shall have agreed to provide a "Commitment" in support of
such increase in the aggregate Revolving Loan Commitment shall have executed and
delivered a "Commitment and Acceptance" substantially in the form of Exhibit G
hereto, (4) counsel for the Company and for any such guarantors shall have
provided to the Agent supplemental opinions in form and substance reasonably
satisfactory to the Agent and (5) the Company and the Proposed New Lender shall
otherwise have executed and delivered such other instruments and documents as
are consistent with those required under Article V or that the Agent shall have
reasonably requested in connection with such increase. If any fee shall be
charged by the Buying Lenders (as defined below) in connection with any such
increase, such fee shall be in accordance with then prevailing market
conditions, which market conditions shall have been reasonably documented by the
Agent to the Company. Upon satisfaction of the conditions precedent to any
increase in the aggregate Revolving Loan Commitment, the Agent shall promptly
advise the Company and each Lender of the effective date of such increase. Upon
the effective date of any increase in the aggregate Revolving Loan Commitment
that is provided by a Proposed New Lender, such Proposed New Lender shall be a
party to this Agreement as a Lender and shall have the rights and obligations of
a Lender hereunder. Nothing contained herein shall constitute, or


                                       25



otherwise be deemed to be, a commitment on the part of any Lender to increase
its Commitment hereunder at any time.

               (ii) For purposes of this clause (ii), (A) the term "Buying
Lender(s)" shall mean (1) each Lender the Effective Commitment Amount of which
is greater than its Commitment prior to the effective date of any increase in
the aggregate Revolving Loan Commitment and (2) each Proposed New Lender that is
allocated an Effective Commitment Amount in connection with any Commitment
Increase Notice, and (B) the term "Selling Lender(s)" shall mean each Lender
whose Commitment is not being increased from that in effect prior to such
increase in the aggregate Revolving Loan Commitment. Effective on the effective
date of any increase in the aggregate Revolving Loan Commitment pursuant to
clause (i) above, each Selling Lender hereby sells, grants, assigns and conveys
to each Buying Lender, without recourse, warranty, or representation of any
kind, except as specifically provided herein, an undivided percentage in such
Selling Lender's right, title and interest in and to its outstanding Loans in
the respective dollar amounts and percentages necessary so that, from and after
such sale, each such Selling Lender's outstanding Loans shall equal such Selling
Lender's Pro Rata Share (calculated based upon the Effective Commitment Amounts)
of the outstanding Loans. Effective on the effective date of the increase in the
aggregate Revolving Loan Commitment pursuant to clause (i) above, each Buying
Lender hereby purchases and accepts such grant, assignment and conveyance from
the Selling Lenders. Each Buying Lender hereby agrees that its respective
purchase price for the portion of the outstanding Loans purchased hereby shall
equal the respective dollar amount necessary so that, from and after such
payments, each Buying Lender's outstanding Loans shall equal such Buying
Lender's Pro Rata Share (calculated based upon the Effective Commitment Amounts)
of the outstanding Loans. Such amount shall be payable on the effective date of
the increase in the aggregate Revolving Loan Commitment by wire transfer of
immediately available funds to the Agent. The Agent, in turn, shall wire
transfer any such funds received to the Selling Lenders, in same day funds, for
the sole account of the Selling Lenders. Each Selling Lender hereby represents
and warrants to each Buying Lender that such Selling Lender owns the Loans being
sold and assigned hereby for its own account and has not sold, transferred or
encumbered any or all of its interest in such Loans, except for participations
which will be extinguished upon payment to Selling Lender of an amount equal to
the portion of the outstanding Loans being sold by such Selling Lender. Each
Buying Lender hereby acknowledges and agrees that, except for each Selling
Lender's representations and warranties contained in the foregoing sentence,
each such Buying Lender has entered into its Commitment and Acceptance with
respect to such increase on the basis of its own independent investigation and
has not relied upon, and will not rely upon, any explicit or implicit written or
oral representation, warranty or other statement of the Lenders or the Agent
concerning the authorization, execution, legality, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or the other Loan
Documents. The Company hereby agrees to compensate each Lender for all losses,
expenses and liabilities incurred by each Lender in connection with the sale and
assignment of any Eurodollar Rate Loan hereunder on the terms and in the manner
as set forth in Section 4.04.

     2.02 Loan Accounts.


                                       26



          (a) The Loans made by each Lender and the Letters of Credit Issued by
the Issuing Bank shall be evidenced by one or more accounts or records
maintained by such Lender or Issuing Bank, as the case may be, in the ordinary
course of business. The accounts or records maintained by the Agent, the Issuing
Bank and each Lender shall be prima facie evidence of the amount of the Loans
made by the Lenders to the Company, and the Letters of Credit issued for the
account of the Company, and the interest and payments thereon. Any failure so to
record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Company hereunder to pay any amount owing with respect to
the Loans or any Letter of Credit.

          (b) Upon the request of any Lender made through the Agent, the Loans
made by such Lender may be evidenced by one or more Notes, instead of or in
addition to loan accounts. Each such Lender shall record on the schedules
annexed to its Note(s) the date, amount and maturity of each Loan made by it and
the amount of each payment of principal made by the Company with respect
thereto. Each such Lender is irrevocably authorized by the Company to make such
recordations on its Note(s) and each Lender's record shall be deemed prima facie
correct; provided, however, that the failure of a Lender to make, or an error in
making, a notation thereon with respect to any Loan shall not limit or otherwise
affect the obligations of the Company hereunder or under any such Note to such
Lender.

          (c) The Notes issued as of the Closing Date shall be issued in
substitution for, and shall replace, each of the respective "Notes" issued to
the "Lenders" pursuant to and defined in the Existing Credit Agreement.

     2.03 Procedure for Borrowing.

          (a) Revolving Loans. (i) Each Borrowing (other than a L/C Borrowing or
a Borrowing of Swing Line Loans) shall be made upon the Company's irrevocable
written notice delivered to the Agent in the form of a Notice of Borrowing
(which notice must be received by the Agent prior to 10:00 a.m. (Chicago time)
(x) three (3) Business Days prior to the requested Borrowing Date, in the case
of Eurodollar Rate Loans and (y) on the date of the requested Borrowing Date, in
the case of Base Rate Loans, specifying:

               (1) the amount of the Borrowing, which shall be in an aggregate
          minimum amount of $500,000, or any multiple of $100,000 in excess
          thereof, in the case of Base Rate Loans, and $1,000,000, or any
          multiple of $500,000 in excess thereof, in the case of Eurodollar Rate
          Loans;

               (2) the requested Borrowing Date, which shall be a Business Day;

               (3) the Type of Loans comprising the Borrowing; and

               (4) the duration of the Interest Period applicable to such
          Eurodollar Rate Loans included in such notice. If the Notice of
          Borrowing fails to specify the duration of the Interest Period for any
          Borrowing comprised of Eurodollar Rate Loans, such Interest Period
          shall be one month;

provided, however, that with respect to the Borrowing to be made on the Closing
Date, the Notice of Borrowing shall be delivered to the Agent not later than
10:00 a.m. (Chicago time) on


                                       27



the Closing Date and such Borrowing will consist of Base Rate Loans only except
as provided in Section 2.04(g).

          (ii) The Agent will promptly notify each Lender of its receipt of any
Notice of Borrowing and of the amount of such Lender's Pro Rata Share of that
Borrowing.

          (iii) Each Lender will make the amount of its Pro Rata Share of each
Borrowing available to the Agent for the account of the Company at the Agent's
Payment Office by 2:00 p.m. (Chicago time) on the Borrowing Date requested by
the Company in funds immediately available to the Agent. The proceeds of all
such Loans will then be made available to the Company by the Agent at such
office by crediting the account of the Company on the books of Bank of America
with the aggregate of the amounts made available to the Agent by the Lenders and
in like funds as received by the Agent.

          (iv) After giving effect to any Borrowing, unless the Agent shall
otherwise consent, there may not be more than seven different Interest Periods
in effect.

          (b) Swing Line Loans. (i) The Company may borrow under the Swing Line
Loan Commitment on any Business Day until the Swing Line Termination Date;
provided that the Company shall give the Agent irrevocable written notice (which
notice must be received by the Agent prior to 12:00 noon (Chicago time)) and the
Agent shall promptly deliver to the Company and the Swing Line Bank a
confirmation of such notice specifying the amount of the requested Swing Line
Loan, which shall be in a minimum amount of $100,000 or a whole multiple of
$100,000 in excess thereof. The proceeds of the Swing Line Loan will be made
available by the Swing Line Bank to the Company in immediately available funds
at the office of the Swing Line Bank by 2:00 p.m. (Chicago time) on the date of
such notice. The Company may at any time and from time to time, prepay the Swing
Line Loans, in whole or in part, without premium or penalty, by notifying the
Agent prior to 12:00 noon (Chicago time) on any Business Day of the date and
amount of prepayment. If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein. Partial
prepayments shall be in an aggregate principal amount of $100,000 or a whole
multiple of $100,000 in excess thereof.

          (ii) The Agent, acting upon the demand of the Swing Line Bank, at any
time in the Swing Line Bank's sole and absolute discretion, shall on behalf of
the Company (which hereby irrevocably directs the Agent to so act on its behalf)
notify each Lender (including the Swing Line Bank) to make a Revolving Loan to
the Company in a principal amount equal to such Lender's Pro Rata Share of the
amount of such Swing Line Loan, unless any Lender or Lenders shall be obligated,
pursuant to Section 2.01(a), to make funds available to the Agent on the date
such notice is given in an aggregate amount equal to or in excess of such Swing
Line Loan, in which case such funds shall be applied by the Agent first to repay
such Swing Line Loan and any remaining funds shall be made available to the
Company in accordance with Section 2.01(a); provided, however, that such notice
shall be deemed to have automatically been given upon the occurrence of an Event
of Default under Section 9.01(f) or (g). Upon notice from the Agent, following
any demand by the Swing Line Bank each Lender (other than the Swing Line Bank)
will immediately transfer to the Agent, for transfer to the Swing Line Bank, in
immediately available funds, an amount equal to such Lender's Pro Rata Share of
the amount of such Swing Line Loan so repaid. Each Lender's obligation to
transfer the amount of such


                                       28



Revolving Loan to the Agent shall be absolute and unconditional and shall not be
affected by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Lender or any other
Person may have against the Swing Line Bank, (ii) the occurrence or continuance
of a Default or an Event of Default or the termination of the Revolving Loan
Commitment, (iii) any adverse change in the condition (financial or otherwise)
of the Company or any other Person, (iv) any breach of this Agreement by the
Company or any other Person or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.

          (iii) Notwithstanding anything herein to the contrary, the Swing Line
Bank (i) shall not be obligated to make any Swing Line Loan if the conditions
set forth in Article V have not been satisfied and (ii) shall not make any
requested Swing Line Loan if, prior to 1:00 p.m. (Chicago time) on the date of
such requested Swing Line Loan, it has received a written notice from the Agent
or any Lender directing it not to make further Swing Line Loans because one or
more of the conditions specified in Article V are not then satisfied.

          (iv) If prior to the making of a Loan required to be made by Section
2.03(b)(ii) an Event of Default described in Section 9.01(f) or 9.01(g) shall
have occurred and be continuing with respect to the Company, each Lender will,
on the date such Loan was to have been made pursuant to the notice described in
Section 2.03(b)(ii), purchase an undivided participating interest in the
outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the
aggregate principal amount of Swing Line Loans then outstanding. Each Lender
will immediately transfer to the Agent for the benefit of the Swing Line Bank,
in immediately available funds, the amount of its participation.

          (v) Whenever, at any time after a Lender has purchased a participating
interest in a Swing Line Loan, the Swing Line Bank receives any payment on
account thereof, the Swing Line Bank will distribute to the Agent for delivery
to each Lender its participating interest in such amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such Lender's participating interest was outstanding and funded);
provided, however, that in the event that such payment received by the Swing
Line Bank is required to be returned, such Lender will return to the Agent for
delivery to the Swing Line Bank any portion thereof previously distributed by
the Swing Line Bank to it.

          (vi) Each Lender's obligation to make the Loans referred to in Section
2.03(b)(ii) and to purchase participating interests pursuant to Section
2.03(b)(iv) shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, (i) any set-off, counterclaim,
recoupment, defense or other right which such Lender or the Company may have
against the Swing Line Bank, the Company or any other Person for any reason
whatsoever, (ii) the occurrence or continuance of a Default or an Event of
Default, (iii) any adverse change in the condition (financial or otherwise) of
the Company, (iv) any breach of this Agreement or any other Loan Document by the
Company, any Subsidiary or any other Lender or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.

     2.04 Conversion and Continuation Elections.


                                       29



          (a) The Company may, upon irrevocable written notice to the Agent in
accordance with the provisions of this Section 2.04:

               (i) elect, as of any Business Day, in the case of Base Rate Loans
     (other than Swing Line Loans), or as of the last day of the applicable
     Interest Period, in the case of Eurodollar Rate Loans, to convert any such
     Loans (or any part thereof in an aggregate minimum amount of $500,000, or
     any multiple of $100,000 in excess thereof, in the case of Base Rate Loans,
     and $1,000,000, or any multiple of $500,000 in excess thereof, in the case
     of Eurodollar Rate Loans) into Loans of any other Type; or

               (ii) elect as of the last day of the applicable Interest Period,
     to continue any Loans having Interest Periods expiring on such day (or any
     part thereof in an amount not less than $1,000,000, or that is in an
     integral multiple of $500,000 in excess thereof);

provided, that if at any time the aggregate amount of Eurodollar Rate Loans in
respect of any Borrowing is reduced, by payment, prepayment, or conversion of
part thereof to be less than $1,000,000, such Eurodollar Rate Loans shall
automatically convert into Base Rate Loans, and on and after such date the right
of the Company to continue such Loans as, and convert such Loans into,
Eurodollar Rate Loans shall terminate.

          (b) The Company shall deliver a Notice of Conversion/Continuation to
be received by the Agent not later than 10:00 a.m. (Chicago time) at least (i)
three (3) Business Days in advance of the Conversion/ Continuation Date, if the
Loans are to be converted into or continued as Eurodollar Rate Loans and (ii) on
the date of the Conversion/Continuation Date, if the Loans are to be converted
into Base Rate Loans, specifying:

               (i) the proposed Conversion/Continuation Date;

               (ii) the aggregate amount of Loans to be converted or continued;

               (iii) the Type of Loans resulting from the proposed conversion or
     continuation; and

               (iv) other than in the case of conversions into Base Rate Loans,
     the duration of the requested Interest Period.

          (c) If upon the expiration of any Interest Period applicable to
Eurodollar Rate Loans, the Company has failed to submit or complete a notice in
accordance with Section 2.04(b), the Company shall be deemed to have elected to
convert such Eurodollar Rate Loans into a one month Eurodollar Rate Loan,
provided, however, if any Default or Event of Default then exits, the Company
shall be deemed to have elected to convert such Eurodollar Rate Loans into a
Base Rate Loan.

          (d) The Agent will promptly notify each Lender of its receipt of a
Notice of Conversion/Continuation, or, if no timely notice is provided by the
Company, the Agent will promptly notify each Lender of the details of any
automatic continuation or conversion. All conversions and continuations shall be
made ratably according to the respective outstanding principal amounts of the
Loans, with respect to which the notice was given, held by each Lender.


                                       30



          (e) Unless the Majority Lenders otherwise consent, during the
existence of a Default or Event of Default, the Company may not elect to have a
Loan converted into or continued as an Eurodollar Rate Loan.

          (f) After giving effect to any conversion or continuation of
Eurodollar Rate Loans, unless the Agent shall otherwise consent, there may not
be more than seven different Interest Periods in effect.

          (g) Notwithstanding the foregoing, all Loans outstanding as of the
Closing Date and originally made pursuant to the Existing Credit Agreement shall
continue to be of the same Type and shall have the same Interest Period as
established for such Loans under the Existing Credit Agreement until converted
into a different Type pursuant to this Agreement or until such Interest Period
expires or such Loans are prepaid by the Company.

     2.05 Voluntary Termination or Reduction of Commitments. The Company may,
upon not less than three (3) Business Days' prior written notice to the Agent,
terminate the Commitments, or permanently reduce the Commitments by an aggregate
minimum amount of $1,000,000 or any multiple of $1,000,000 in excess thereof;
unless, after giving effect thereto and to any prepayments of Revolving Loans
made on the effective date thereof, (i) the Effective Amount of all Revolving
Loans, Swing Line Loans and L/C Obligations would exceed the amount of the
Commitments then in effect, (ii) the Effective Amount of all Swing Line Loans
then outstanding would exceed the Swing Line Loan Commitment or (iii) the
Effective Amount of all L/C Obligations would exceed the L/C Commitment. If and
to the extent specified by the Company in the notice to the Agent, some or all
of the reduction in the Commitments shall be applied to reduce the L/C
Commitment. Once reduced in accordance with this Section, the Commitments may
not be increased. Any reduction of the Commitments shall be applied to each
Lender according to its Pro Rata Share. All accrued Commitment Fees and letter
of credit fees to, but not including, the effective date of any reduction or
termination of the Commitments shall be paid on the effective date of such
reduction or termination.

     2.06 Optional Prepayments. Subject to Section 4.04, the Company may, at any
time or from time to time, upon irrevocable notice to the Agent by 10:00 a.m.
(Chicago time), prepay Loans ratably among the Lenders in whole or in part
without penalty, in minimum amounts of $500,000, or any multiple of $100,000 in
excess thereof, in the case of Base Rate Loans, and $500,000, or any multiple of
$500,000 in excess thereof, in the case of Eurodollar Rate Loans. Such notice of
prepayment shall specify the date and amount of such prepayment and the Type(s)
of Loans to be prepaid. The Agent will promptly notify each Lender of its
receipt of any such notice, and of such Lender's Pro Rata Share of such
prepayment. If such notice is given by the Company, the Company shall make such
prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein, together with accrued interest to each
such date on the amount prepaid and any amounts required pursuant to Section
4.04.

     2.07 Mandatory Prepayments of Loans.

          (a) The Company shall promptly, but in any event within two (2)
Business Days, prepay the outstanding principal amount of the Revolving Loans or
Swing Line Loans on any date on which the aggregate outstanding principal amount
of such Loans together with the


                                       31



Effective Amount of the L/C Obligations (after giving effect to any other
repayments or prepayments on such day) exceeds the aggregate Revolving Loan
Commitment in the amount of such excess, or if any such excess remains after a
prepayment in full hereunder of all outstanding Loans, the Company shall Cash
Collateralize the outstanding Letters of Credit to the extent of such remaining
excess.

          (b) If on any date the Effective Amount of L/C Obligations exceeds the
L/C Commitment, the Company shall Cash Collateralize on such date the
outstanding Letters of Credit in an amount equal to the excess of the maximum
amount then available to be drawn under the Letters of Credit over the aggregate
L/C Commitment.

          (c) General. Any prepayments pursuant to this Section 2.07 shall be
applied first to any Base Rate Loans then outstanding and then to Eurodollar
Rate Loans with the shortest Interest Periods remaining. The Company shall pay,
together with each prepayment under this Section 2.07, accrued interest on the
amount prepaid and any amounts required pursuant to Section 4.04.

     2.08 Repayment.

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

          (b) Swing Line Loans. The Company shall repay to the Swing Line Bank
on the Swing Line Termination Date the aggregate principal amount of Swing Line
Loans outstanding on such date.

     2.09 Interest.

          (a) Each Loan (other than Swing Line Loans) shall bear interest on the
outstanding principal amount thereof from the applicable Borrowing Date at a
rate per annum equal to either the Eurodollar Rate or the Base Rate, as the case
may be, plus the Applicable Margin (and subject to the Company's right to
convert to other Types of Loans under Section 2.04). Swing Line Loans shall bear
interest on the outstanding principal amount thereof from the applicable
Borrowing Date at a rate per annum equal to the Swing Line Rate.

          (b) Interest on each Loan shall be paid in arrears on each Interest
Payment Date. Interest shall also be paid on the date of any prepayment of Loans
under Section 2.06 or 2.07 for the portion of the Loans so prepaid and upon
payment (including prepayment) in full thereof and, during the existence of any
Event of Default, interest shall be paid on demand of the Agent at the request
or with the consent of the Majority Lenders.

          (c) Notwithstanding Section 2.09(a), while any Event of Default exists
or after acceleration, the Company shall pay interest (after as well as before
entry of judgment thereon to the extent permitted by law) on the principal
amount of all outstanding Obligations, at a rate per annum which is determined
by adding 2% per annum to the Applicable Margin then in effect for such Loans;
and in the case of Obligations not subject to an Applicable Margin, at a rate
per annum equal to the Base Rate plus 2%; provided, however, that, on and after
the


                                       32



expiration of any Interest Period applicable to any Eurodollar Rate Loan
outstanding on the date of occurrence of such Event of Default or acceleration,
the principal amount of such Loan shall, during the continuation of such Event
of Default or after acceleration, bear interest at a rate per annum equal to the
Base Rate plus 2% (the "Default Rate").

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

     2.10 Fees.

          (a) Agency Fees. The Company shall pay the fees to the Agent for the
Agent's own account, as required by the letter agreement ("Fee Letter") among
the Company, the Arranger and the Agent, dated January 20, 2006.

          (b) Commitment Fees. The Company shall pay to the Agent for the
account of each Lender a commitment fee ("Commitment Fee") on the average daily
unused portion of such Lender's Revolving Loan Commitment, computed on a
quarterly basis in arrears on the last Business Day of each calendar quarter
based upon the daily utilization for that quarter as calculated by the Agent, at
the Applicable Margin per annum. For purposes of calculating utilization under
this Section, the Revolving Loan Commitment shall be deemed used to the extent
of the Effective Amount of Revolving Loans then outstanding, plus the Effective
Amount of L/C Obligations then outstanding but excluding for the purposes of
calculating utilization under this Section the Effective Amount of Swing Line
Loans. Such commitment fee shall accrue from the Closing Date to the Revolving
Termination Date and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December through the Revolving
Termination Date, with the final payment to be made on the Revolving Termination
Date; provided that, in connection with any reduction or termination of
Revolving Loan Commitment under Section 2.05, the accrued commitment fee
calculated for the period ending on such date shall also be paid on the date of
such reduction or termination, with the following quarterly payment being
calculated on the basis of the period from such reduction or termination date to
such quarterly payment date. The commitment fees provided in this Section shall
accrue at all times after the above-mentioned commencement date, including at
any time during which one or more conditions in Article V are not met.

     2.11 Computation of Fees and Interest.

          (a) All computations of interest for Base Rate Loans when the Base
Rate is determined by Bank of America's "reference rate" shall be made on the
basis of a year of 365 or


                                       33



366 days, as the case may be, and actual days elapsed. All other computations of
fees and interest shall be made on the basis of a 360-day year and actual days
elapsed (which results in more interest being paid than if computed on the basis
of a 365-day year). Interest and fees shall accrue during each period during
which interest or such fees are computed from the first day thereof to the last
day thereof.

          (b) Each determination of an interest rate by the Agent shall be
conclusive and binding on the Company and the Lenders and shall be prima facie
evidence of such interest rate. The Agent will, at the request of the Company or
any Lender, deliver to the Company or the Lender, as the case may be, a
statement showing the quotations used by the Agent in determining any interest
rate and the resulting interest rate.

     2.12 Payments by the Company.

          (a) All payments to be made by the Company shall be made without
set-off, recoupment or counterclaim. Except as otherwise expressly provided
herein, all payments by the Company shall be made to the Agent for the account
of the Lenders at the Agent's Payment Office, and shall be made in dollars and
in immediately available funds, (i) solely for the purpose of calculating the
accrual of interest on the outstanding Obligations, no later than 12:00 Noon
(Chicago time) on the date specified herein and (ii) for all other purposes, no
later than 5:00 PM (Chicago time) on the date specified herein. The Agent will
promptly distribute to each Lender its Pro Rata Share (or other applicable share
as expressly provided herein) of such payment in like funds as received. Any
payment received by the Agent later than the time specified herein shall be
deemed to have been received on the following Business Day and any applicable
interest or fees shall continue to accrue for the day actually received.

          (b) Subject to the provisions set forth in the definition of "Interest
Period" herein, whenever any payment is due on a day other than a Business Day,
such payment shall be made on the following Business Day, and such extension of
time shall in such case be included in the computation of interest or fees, as
the case may be.

          (c) Unless the Agent receives notice from the Company prior to the
date on which any payment is due to the Lenders that the Company will not make
such payment in full as and when required, the Agent may assume that the Company
has made such payment in full to the Agent on such date in immediately available
funds and the Agent may (but shall not be so required), in reliance upon such
assumption, distribute to each Lender on such due date an amount equal to the
amount then due such Lender. If and to the extent the Company has not made such
payment in full to the Agent, each Lender shall repay to the Agent on demand
such amount distributed to such Lender, together with interest thereon at the
Federal Funds Rate for each day from the date such amount is distributed to such
Lender until the date repaid.

     2.13 Payments by the Lenders to the Agent.

          (a) Unless the Agent receives notice from a Lender on or prior to the
Closing Date or, with respect to any Borrowing after the Closing Date, at least
one Business Day prior to the date of such Borrowing, that such Lender will not
make available as and when required hereunder to the Agent for the account of
the Company the amount of that Lender's Pro Rata


                                       34



Share of the Borrowing, the Agent may assume that each Lender has made such
amount available to the Agent in immediately available funds on the Borrowing
Date and the Agent may (but shall not be so required), in reliance upon such
assumption, make available to the Company on such date a corresponding amount.
If and to the extent any Lender shall not have made its full amount available to
the Agent in immediately available funds and the Agent in such circumstances has
made available to the Company such amount, that Lender shall on the Business Day
following such Borrowing Date make such amount available to the Agent, together
with interest at the Federal Funds Rate for each day during such period. A
notice of the Agent submitted to any Lender with respect to amounts owing under
this clause (a) shall be conclusive, absent manifest error. If such amount is so
made available, such payment to the Agent shall constitute such Lender's Loan on
the date of Borrowing for all purposes of this Agreement. If such amount is not
made available to the Agent on the Business Day following the Borrowing Date,
the Agent will notify the Company of such failure to fund and, upon demand by
the Agent, the Company shall pay such amount to the Agent for the Agent's
account, together with interest thereon for each day elapsed since the date of
such Borrowing, at a rate per annum equal to the interest rate applicable at the
time to the Loans comprising such Borrowing.

          (b) The failure of any Lender to make any Loan on any Borrowing Date
shall not relieve any other Lender of any obligation hereunder to make a Loan on
such Borrowing Date, but no Lender shall be responsible for the failure of any
other Lender to make the Loan to be made by such other Lender on any Borrowing
Date.

     2.14 Sharing of Payments, Etc. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Loans made by it any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder), such Lender shall immediately (a) notify the Agent of
such fact, and (b) purchase from the other Lenders such participations in the
Loans made by them as shall be necessary to cause such purchasing Lender to
share the excess payment pro rata with each of them; provided, however, that if
all or any portion of such excess payment is thereafter recovered from the
purchasing Lender, such purchase shall to that extent be rescinded and each
other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such paying Lender's ratable share
(according to the proportion of (i) the amount of such paying Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Company agrees that any Lender so
purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 11.10) with respect to such participation as
fully as if such Lender were the direct creditor of the Company in the amount of
such participation. The Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases or
repayments.

                                   ARTICLE III

                              THE LETTERS OF CREDIT

     3.01 The Letter of Credit Subfacility.


                                       35



          (a) On the terms and conditions set forth herein (i) the Issuing Bank
agrees, (A) from time to time on any Business Day during the period from the
Closing Date to the Revolving Termination Date to issue Letters of Credit for
the account of the Company or any Subsidiary of the Company, and to amend or
renew Letters of Credit previously issued by it, in accordance with Sections
3.02(c) and (d), and (B) to honor drafts under the Letters of Credit; and (ii)
the Lenders severally agree to participate in Letters of Credit Issued for the
account of the Company; provided, that the Issuing Bank shall not be obligated
to Issue, and no Lender shall be obligated to participate in, any Letter of
Credit if as of the date of Issuance of such Letter of Credit (the "Issuance
Date") (1) the Effective Amount of all L/C Obligations and Swing Line Loans plus
the Effective Amount of all Revolving Loans exceeds the aggregate Revolving Loan
Commitment, (2) the participation of any Lender in the Effective Amount of all
L/C Obligations and Swing Line Loans plus the Effective Amount of the Revolving
Loans of such Lender exceeds such Lender's Revolving Loan Commitment or (3) the
Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the
foregoing limits, and subject to the other terms and conditions hereof, the
Company's ability to obtain Letters of Credit shall be fully revolving, and,
accordingly, the Company may, during the foregoing period, obtain Letters of
Credit to replace Letters of Credit which have expired or which have been drawn
upon and reimbursed.

          (b) The Issuing Bank is under no obligation to Issue any Letter of
Credit if:

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

               (ii) the Issuing Bank has received written notice from any
     Lender, the Agent or the Company, on or prior to the Business Day prior to
     the requested date of Issuance of such Letter of Credit, that one or more
     of the applicable conditions contained in Article V is not then satisfied;

               (iii) the expiry date of any requested Letter of Credit is after
     the Revolving Termination Date, unless the Company has Cash Collateralized,
     in form and substance satisfactory to the Issuing Bank, its L/C Obligations
     under such Letter of Credit on or prior to the date of the Issuance of such
     Letter of Credit;

               (iv) any requested Letter of Credit does not provide for drafts,
     or is not otherwise in form and substance reasonably acceptable to the
     Issuing Bank, or the Issuance of a Letter of Credit shall violate any
     applicable policies of the Issuing Bank; or


                                       36



               (v) such Letter of Credit is in a face amount less than $25,000,
     unless such lesser amount is approved by the Agent and the Issuing Bank, or
     is to be denominated in a currency other than Dollars.

     3.02 Issuance, Amendment and Renewal of Letters of Credit.

          (a) Each Letter of Credit shall be issued upon the irrevocable written
request of the Company received by the Issuing Bank (with a copy sent by the
Company to the Agent) at least three (3) days (or such shorter time as the
Issuing Bank may agree in a particular instance in its sole discretion) prior to
the proposed date of issuance. Each such request for issuance of a Letter of
Credit shall be by facsimile, confirmed immediately in an original writing, in
the form of a L/C Application, and shall specify in form and detail satisfactory
to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit
(which shall be a Business Day); (ii) the face amount of the Letter of Credit;
(iii) the expiry date of the Letter of Credit; (iv) the name and address of the
beneficiary thereof; (v) the documents to be presented by the beneficiary of the
Letter of Credit in case of any drawing thereunder; (vi) the full text of any
certificate to be presented by the beneficiary in case of any drawing
thereunder; and (vii) such other matters as the Issuing Bank may require.

          (b) Prior to the Issuance of any Letter of Credit, the Issuing Bank
will confirm with the Agent (by telephone or in writing) that the Agent has
received a copy of the L/C Application or L/C Amendment Application from the
Company and, if not, the Issuing Bank will provide the Agent with a copy
thereof. Unless the Issuing Bank has received notice on or before the Business
Day on which the Issuing Bank is to issue a requested Letter of Credit from the
Agent (A) directing the Issuing Bank not to issue such Letter of Credit because
such issuance is not then permitted under Section 3.01(a) as a result of the
limitations set forth in clauses (1) through (3) thereof or Section 3.01(b)(ii);
or (B) that one or more conditions specified in Article V are not then
satisfied; then, subject to the terms and conditions hereof, the Issuing Bank
shall, with the written approval of the Agent, on the requested date, issue a
Letter of Credit for the account of the Company in accordance with the Issuing
Bank's usual and customary business practices.

          (c) From time to time while a Letter of Credit is outstanding and
prior to the Revolving Termination Date, the Issuing Bank will, upon the written
request of the Company received by the Issuing Bank (with a copy sent by the
Company to the Agent) at least three (3) days (or such shorter time as the
Issuing Bank may agree in a particular instance in its sole discretion) prior to
the proposed date of amendment, amend any Letter of Credit issued by it. Each
such request for amendment of a Letter of Credit shall be made by facsimile,
confirmed immediately in an original writing, made in the form of a L/C
Amendment Application and shall specify in form and detail satisfactory to the
Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of
amendment of the Letter of Credit (which shall be a Business Day); (iii) the
nature of the proposed amendment; and (iv) such other matters as the Issuing
Bank may require. The Issuing Bank shall be under no obligation to amend any
Letter of Credit if: (A) the Issuing Bank would have no obligation at such time
to issue such Letter of Credit in its amended form under the terms of this
Agreement; or (B) the beneficiary of any such letter of Credit does not accept
the proposed amendment to the Letter of Credit. The Agent will promptly notify
the Lenders of the receipt by it of any L/C Application or L/C Amendment
Application.


                                       37



          (d) The Issuing Bank and the Lenders agree that, while a Letter of
Credit is outstanding and prior to the Revolving Termination Date, at the option
of the Company and upon the written request of the Company received by the
Issuing Bank (with a copy sent by the Company to the Agent) at least five (5)
days (or such shorter time as the Issuing Bank may agree in a particular
instance in its sole discretion) prior to the proposed date of notification of
renewal, the Issuing Bank shall be entitled to authorize the automatic renewal
of any Letter of Credit issued by it. Each such request for renewal of a Letter
of Credit shall be made by facsimile, confirmed immediately in an original
writing, in the form of a L/C Amendment Application, and shall specify in form
and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be
renewed; (ii) the proposed date of notification of renewal of the Letter of
Credit (which shall be a Business Day); (iii) the revised expiry date of the
Letter of Credit; and (iv) such other matters as the Issuing Bank may require.
The Issuing Bank shall be under no obligation so to renew any Letter of Credit
if: (A) the Issuing Bank would have no obligation at such time to issue or amend
such Letter of Credit in its renewed form under the terms of this Agreement; or
(B) the beneficiary of any such Letter of Credit does not accept the proposed
renewal of the Letter of Credit. If any outstanding Letter of Credit shall
provide that it shall be automatically renewed unless the beneficiary thereof
receives notice from the Issuing Bank that such Letter of Credit shall not be
renewed, and if at the time of renewal the Issuing Bank would be entitled to
authorize the automatic renewal of such Letter of Credit in accordance with this
clause (d) upon the request of the Company but the Issuing Bank shall not have
received any L/C Amendment Application from the Company with respect to such
renewal or other written direction by the Company with respect thereto, the
Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to
renew, and the Company and the Lenders hereby authorize such renewal, and,
accordingly, the Issuing Bank shall be deemed to have received a L/C Amendment
Application from the Company requesting such renewal.

          (e) The Issuing Bank may, at its election (or as required by the Agent
at the direction of the Majority Lenders), deliver any notices of termination or
other communications to any Letter of Credit beneficiary or transferee, and take
any other action as necessary or appropriate, at any time and from time to time,
in order to cause the expiry date of such Letter of Credit to be a date not
later than the Revolving Termination Date.

          (f) This Agreement shall control in the event of any conflict with any
L/C-Related Document (other than any Letter of Credit).

          (g) The Issuing Bank will also deliver to the Agent (and the Agent
shall deliver a copy to each Lender), concurrently or promptly following its
delivery of a Letter of Credit, or amendment to or renewal of a Letter of
Credit, to an advising lender or a beneficiary, a true and complete copy of each
such Letter of Credit or amendment to or renewal of a Letter of Credit.

     3.03 Risk Participations, Drawings and Reimbursements.

          (a) Immediately upon the Issuance of each Letter of Credit, each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Issuing Bank a participation in such Letter of Credit and each
drawing thereunder in an amount equal to the product of (i) the Pro Rata Share
of such Lender, times (ii) the maximum amount available to


                                       38



be drawn under such Letter of Credit and the amount of such drawing,
respectively. For purposes of Section 2.10(b), each Issuance of a Letter of
Credit shall be deemed to utilize the Commitment of each Lender by an amount
equal to the amount of such participation.

          (b) In the event of any request for a drawing under a Letter of Credit
by the beneficiary or transferee thereof, the Issuing Bank will promptly notify
the Company and the Agent. The Company shall reimburse the Issuing Bank (by a
L/C Borrowing or otherwise) prior to 12:00 Noon (Chicago time), on each date
that any amount is paid by the Issuing Bank under any Letter of Credit (each
such date, an "Honor Date"), in an amount equal to the amount so paid by the
Issuing Bank. In the event the Company fails to reimburse the Issuing Bank for
the full amount of any drawing under any Letter of Credit by 12:00 Noon (Chicago
time) on the Honor Date, the Issuing Bank will promptly notify the Agent and the
Agent will promptly notify each Lender thereof, and the Company shall be deemed
to have requested that Base Rate Loans in an aggregate amount equal to the
unreimbursed drawing be made by the Lenders to be disbursed on the Honor Date
under such Letter of Credit, subject to the conditions set forth in Section
5.02. Any notice given by the Issuing Bank or the Agent pursuant to this clause
(b) may be given by telephone if immediately confirmed in writing (including by
facsimile); provided that the lack of such an immediate confirmation shall not
affect the conclusiveness or binding effect of such notice.

          (c) Each Lender (including the Lender acting as Issuing Bank) shall
upon any notice pursuant to Section 3.03(b) make available to the Agent for the
account of the relevant Issuing Bank an amount in Dollars and in immediately
available funds equal to its Pro Rata Share of the amount of the drawing,
whereupon the participating Lenders that so make funds available shall (subject
to Section 3.03(d)) each be deemed to have made a Revolving Loan consisting of a
Base Rate Loan to the Company in that amount. With respect to any unreimbursed
drawing that is not fully refinanced by a Revolving Loan consisting of Base Rate
Loans because the conditions set forth in Section 5.02 cannot be satisfied or
for any other reason, the Company shall be deemed to have incurred from the
Issuing Bank a L/C Borrowing in the amount of the unreimbursed drawing that is
not so refinanced, which L/C Borrowing shall be due and payable on demand by the
Agent or the Issuing Bank (together with interest) and shall bear interest at
the Default Rate. In such event, each Lender's payment to the Agent for the
account of the Issuing Bank pursuant to this Section 3.03(c) shall be deemed
payment in respect of its participation in such L/C Borrowing and shall
constitute a L/C Advance from such Lender in satisfaction of its participation
obligation under this Section 3.03. Until each Lender funds its Revolving Loan
or L/C Advance pursuant to this Section 3.03(c) to reimburse the Issuing Bank
for any amount drawn under any Letter of Credit, interest in respect of such
Lender's Pro Rata Share of such amount shall be solely for the account of the
Issuing Bank. The Agent shall remit the funds so received to the Issuing Bank.
If any Lender so notified fails to make available to the Agent for the account
of the Issuing Bank the amount of such Lender's Pro Rata Share of the amount of
the drawing by no later than 2:00 p.m. (Chicago time) on the Honor Date, then
interest shall accrue on such Lender's obligation to make such payment, from the
Honor Date to the date on which such Lender makes such payment, at a rate per
annum equal to the Federal Funds Rate in effect from time to time during such
period. A certificate of the Issuing Bank submitted to any Lender (through the
Agent) with respects to any amounts owing under this Section shall be conclusive
absent manifest error. The Agent will promptly give notice of the occurrence of
the Honor Date, but failure of the Agent to give any such notice on the Honor
Date


                                       39



or in sufficient time to enable any Lender to effect such payment on such
date shall not relieve such Lender from its obligations under this Section 3.03.

          (d) Each Lender's obligation in accordance with this Agreement to make
the Revolving Loans or to fund its L/C Advances, as contemplated by this Section
3.03, as a result of a drawing under a Letter of Credit, shall be absolute and
unconditional and without recourse to the Issuing Bank and shall not be affected
by any circumstance, including (i) any set-off, counterclaim, recoupment,
defense or other right which such Lender may have against the Issuing Bank, the
Company or any other Person for any reason whatsoever; (ii) the occurrence or
continuance of a Default, an Event of Default or a Material Adverse Effect; or
(iii) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing; provided, however, that each Lender's
obligation to make Revolving Loans under this Section 3.03 (but not its
obligation to fund L/C Advances) is subject to the conditions set forth in
Section 5.02 (other than delivery by the Company of a Borrowing Notice). No such
making of a L/C Advance shall relieve or otherwise impair the obligation of the
Company to reimburse the Issuing Bank for the amount of any payment made by the
Issuing Bank under any Letter of Credit, together with interest as provided
herein.

     3.04 Repayment of Participations.

          (a) Upon (and only upon) receipt by the Agent for the account of the
Issuing Bank of immediately available funds from the Company (i) in
reimbursement of any payment made by the Issuing Bank under the Letter of Credit
with respect to which any Lender has paid the Agent for the account of the
Issuing Bank for such Lender's participation in the Letter of Credit pursuant to
Section 3.03 or (ii) in payment of interest thereon, the Agent will pay to each
Lender, in the same funds as those received by the Agent for the account of the
Issuing Bank, the amount of such Lender's Pro Rata Share of such funds, and the
Issuing Bank shall receive the amount of the Pro Rata Share of such funds of any
Lender that did not so pay the Agent for the account of the Issuing Bank.

          (b) If the Agent or the Issuing Bank is required at any time to return
to the Company, or to a trustee, receiver, liquidator, custodian, or any
official in any Insolvency Proceeding, any portion of the payments made by the
Company to the Agent for the account of the Issuing Bank pursuant to Section
3.04(a) in reimbursement of a payment made under the Letter of Credit or
interest or fee thereon, each Lender shall, on demand of the Agent, forthwith
return to the Agent or the Issuing Bank the amount of its Pro Rata Share of any
amounts so returned by the Agent or the Issuing Bank plus interest thereon from
the date such demand is made to the date such amounts are returned by such
Lender to the Agent or the Issuing Bank, at a rate per annum equal to the
Federal Funds Rate in effect from time to time.

     3.05 Role of the Issuing Bank.

          (a) Each Lender and the Company agree that, in paying any drawing
under a Letter of Credit, the Issuing Bank shall not have any responsibility to
obtain any document (other than any sight draft and certificates expressly
required by the Letter of Credit) or to ascertain or inquire as to the validity
or accuracy of any such document which on its face appears valid or the
authority of the Person executing or delivering any such document.


                                       40



          (b) No Agent-Related Person nor any of the respective correspondents,
participants or assignees of the Issuing Bank shall be liable to any Lender for:
(i) any action taken or omitted in connection herewith at the request or with
the approval of the Majority Lenders (or all of the Lenders, as applicable under
Section 11.01); (ii) any action taken or omitted in the absence of gross
negligence or willful misconduct; or (iii) the due execution, effectiveness,
validity or enforceability of any L/C-Related Document.

          (c) The Company hereby assumes all risks of the acts or omissions of
any beneficiary or transferee with respect to its use of any Letter of Credit;
provided, however, that this assumption is not intended to, and shall not,
preclude the Company's pursuing such rights and remedies as it may have against
the beneficiary or transferee at law or under any other agreement. No
Agent-Related Person, nor any of the respective correspondents, participants or
assignees of the Issuing Bank, shall be liable or responsible for any of the
matters described in clauses (i) through (vii) of Section 3.06; provided,
however, anything in such clauses to the contrary notwithstanding, that the
Company may have a claim against the Issuing Bank, and the Issuing Bank may be
liable to the Company, to the extent, but only to the extent, of any direct, as
opposed to consequential or exemplary, damages suffered by the Company which the
Company proves were caused by the Issuing Bank's willful misconduct or gross
negligence or the Issuing Bank's willful failure to pay under any Letter of
Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the foregoing: (i) the Issuing
Bank may accept documents that appear on their face to be in order, without
responsibility for further investigation, unless it received a notice or
information to the contrary; and (ii) the Issuing Bank shall not be responsible
for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which appear to be in order
when presented.

     3.06 Obligations Absolute. The obligations of the Company under this
Agreement and any L/C-Related Document to reimburse the Issuing Bank for a
drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing
under a Letter of Credit converted into Revolving Loans, shall be unconditional
and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement and each such other L/C-Related Document under all circumstances,
including the following:

               (i) any lack of validity or enforceability of this Agreement or
     any L/C-Related Document;

               (ii) any permitted change in the time, manner or place of payment
     of, or in any other term of, all or any of the obligations of the Company
     in respect of any Letter of Credit or any other amendment or waiver of or
     any consent to departure from all or any of the L/C-Related Documents;

               (iii) the existence of any claim, set-off, defense or other right
     that the Company or any Subsidiary of the Company may have at any time
     against any beneficiary or any transferee of any Letter of Credit (or any
     Person for whom any such beneficiary or any such transferee may be acting),
     the Issuing Bank or any other Person,


                                       41



     whether in connection with this Agreement, the transactions contemplated
     hereby or by the L/C-Related Documents or any unrelated transaction;

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

               (v) any payment by the Issuing Bank under any Letter of Credit
     against presentation of a draft or certificate that does not strictly
     comply with the terms of any Letter of Credit; or any permitted payment
     made by the Issuing Bank under any Letter of Credit to any Person
     purporting to be a trustee in bankruptcy, debtor-in-possession, assignee
     for the benefit of creditors, liquidator, receiver or other representative
     of or successor to any beneficiary or any transferee of any Letter of
     Credit, including any arising in connection with any Insolvency Proceeding;

               (vi) any release or amendment or waiver of or consent to
     departure from any other guarantee, for all or any of the obligations of
     the Company in respect of any Letter of Credit; or

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

     3.07 Cash Collateral Pledge. Upon (i) the request of the Agent or the
Majority Lenders, (A) if the Issuing Bank has honored any full or partial
drawing request on any Letter of Credit and such drawing has resulted in a L/C
Borrowing hereunder, or (B) if, as of the Revolving Termination Date, any
Letters of Credit may for any reason remain outstanding and partially or wholly
undrawn, or (ii) the occurrence of the circumstances described in Section
2.07(b) requiring the Company to Cash Collateralize Letters of Credit, then, the
Company shall immediately Cash Collateralize the L/C Obligations in an amount
equal to such L/C Obligations.

     3.08 Letter of Credit Fees.

          (a) The Company shall pay to the Agent for the account of each of the
Lenders a letter of credit fee with respect to the Letters of Credit equal to
the Applicable Margin per annum of the average daily maximum amount available to
be drawn of the outstanding Letters of Credit, computed on a quarterly basis in
arrears on the last Business Day of each March, June, September and December
based upon Letters of Credit outstanding for that quarter as calculated by the
Agent. Such letter of credit fees shall be due and payable quarterly in arrears
on the last Business Day of each calendar quarter during which Letters of Credit
are outstanding, commencing on the first such quarterly date to occur after the
Closing Date, through the Revolving Termination Date (or such later date upon
which the outstanding Letters of Credit shall expire), with the final payment to
be made on the Revolving Termination Date (or such later expiration date).


                                       42



          (b) The Company shall pay to the Issuing Bank a letter of credit
fronting fee for each Letter of Credit Issued by the Issuing Bank equal to
0.125% per annum of the face amount (or increased face amount, as the case may
be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due
and payable quarterly in arrears on the last Business Day of each calendar
quarter during which such Letter of Credit is outstanding, commencing on the
first such quarterly date to occur after such Letter of Credit is issued,
through the Revolving Termination Date (or such later date upon which such
Letter of Credit shall expire), with the final payment to be made on the
Revolving Termination Date (or such later expiration date).

          (c) The Company shall pay to the Issuing Bank from time to time on
demand the normal issuance, presentation, amendment and other processing fees,
and other standard costs and charges, of the Issuing Bank relating to letters of
credit as from time to time in effect.

     3.09 Uniform Customs and Practice. Unless otherwise expressly agreed by the
Issuing Bank and the Company when a Letter of Credit is issued (including any
such agreement applicable to an Existing Letter of Credit), (i) the rules of the
"International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce at the time
of issuance shall apply to each commercial Letter of Credit.

     3.10 Letters of Credit Issued for Subsidiaries. Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Subsidiary, the Company shall be
obligated to reimburse the Issuing Bank hereunder for any and all drawings under
such Letter of Credit. The Company hereby acknowledges that the issuance of
Letters of Credit for the account of Subsidiaries inures to the benefit of the
Company, and that the Company's business derives substantial benefits from the
businesses of such Subsidiaries.

     3.11 Outstanding Letters of Credit. The Existing Letters of Credit set
forth on Schedule 1.01 were issued prior to the Closing Date pursuant to the
Existing Credit Agreement and will remain outstanding as of the Closing Date.
The Company, the Issuing Bank and each of the Lenders hereby agree with respect
to the Existing Letters of Credit that each such Existing Letter of Credit, for
all purposes under this Agreement, shall be deemed to be Letters of Credit
governed by the terms and conditions of this Agreement. Each Lender further
agrees to participate in each such Existing Letter of Credit in an amount equal
to its Pro Rata Share of the stated amount of such Existing Letter of Credit.

                                   ARTICLE IV

                     TAXES, YIELD PROTECTION AND ILLEGALITY

     4.01 Taxes.

          (a) Payments Free of Taxes. Any and all payments by or on account of
any obligation of the Company hereunder or under any other Loan Document shall
be made free and clear of and without reduction or withholding for any
Indemnified Taxes or Other Taxes,


                                       43



provided that if the Company shall be required by applicable law to deduct any
Indemnified Taxes (including any Other Taxes) from such payments, then (i) the
sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) the Agent, Lender or Issuing Bank, as the case may be, receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Company shall make such deductions and (iii) the Company shall timely
pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

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

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

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

          (e) Status of Lenders. Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the jurisdiction
in which the Company is resident for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Loan Document shall deliver to the Company (with a copy to the Agent), at the
time or times prescribed by applicable law or reasonably requested by the
Company or the Agent, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate of withholding. In addition, any Lender, if
requested by the Company or the Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Company or the Agent
as will enable the Company or the Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, in the event that the Company
is resident for tax purposes in the United States, any Foreign Lender shall
deliver to the Company and the Agent (in such number of copies as shall be
requested by the recipient) on or prior to the date on which such Foreign Lender
becomes a Lender under this Agreement (and from time to time thereafter


                                       44


upon the request of the Company or the Agent, but only if such Foreign Lender is
legally entitled to do so), whichever of the following is applicable:

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

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

               (iii) in the case of a Foreign Lender claiming the benefits of
     the exemption for portfolio interest under section 881(c) of the Code, (x)
     a certificate to the effect that such Foreign Lender is not (A) a "bank"
     within the meaning of section 881(c)(3)(A) of the Code, (B) a "10 percent
     shareholder" of the Company within the meaning of section 881(c)(3)(B) of
     the Code, or (C) a "controlled foreign corporation" described in section
     881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue
     Service Form W-8BEN, or

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

          (f) Treatment of Certain Refunds. If the Agent, any Lender or the
Issuing Bank determines, in its sole discretion, that it has received a refund
of any Indemnified Taxes or Other Taxes as to which it has been indemnified by
the Company or with respect to which the Company has paid additional amounts
pursuant to this Section, it shall pay to the Company an amount equal to such
refund (but only to the extent of indemnity payments made, or additional amounts
paid, by the Company under this Section with respect to the Indemnified Taxes or
Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
the Agent, such Lender or the Issuing Bank, as the case may be, and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund), provided that the Company, upon the request of the
Agent, such Lender or the Issuing Bank, agrees to repay the amount paid over to
the Company (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Agent, such Lender or the Issuing Bank
in the event the Agent, such Lender or the Issuing Bank is required to repay
such refund to such Governmental Authority. This subsection shall not be
construed to require the Agent, any Lender or the Issuing Bank to make available
its tax returns (or any other information relating to its taxes that it deems
confidential) to the Company or any other Person.

     4.02 Illegality.

          (a) If any Lender determines that the introduction of any Requirement
of Law, or any change in any Requirement of Law, or in the interpretation or
administration of any Requirement of Law, has made it unlawful, or that any
central bank or other Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make Eurodollar Rate Loans,
then, on notice thereof by the Lender to the Company through the


                                       45


Agent, any obligation of that Lender to make Eurodollar Rate Loans shall be
suspended until the Lender notifies the Agent and the Company that the
circumstances giving rise to such determination no longer exist.

          (b) If a Lender determines that it is unlawful to maintain any
Eurodollar Rate Loan, the Company shall, upon its receipt of notice of such fact
and demand from such Lender (with a copy to the Agent), prepay in full such
Eurodollar Rate Loans of that Lender then outstanding, together with interest
accrued thereon and amounts required under Section 4.04, either on the last day
of the Interest Period thereof, if the Lender may lawfully continue to maintain
such Eurodollar Rate Loans to such day, or immediately, if the Lender may not
lawfully continue to maintain such Eurodollar Rate Loan. If the Company is
required to so prepay any Eurodollar Rate Loan, then concurrently with such
prepayment, the Company may borrow from the affected Lender, in the amount of
such repayment, a Base Rate Loan.

          (c) If the obligation of any Lender to make or maintain Eurodollar
Rate Loans has been so terminated or suspended, the Company may elect, by giving
notice to the Lender through the Agent that all Loans which would otherwise be
made by the Lender as Eurodollar Rate Loans shall be instead Base Rate Loans.

          (d) Before giving any notice to the Agent under this Section, the
affected Lender shall designate a different Lending Office with respect to its
Eurodollar Rate Loans if such designation will avoid the need for giving such
notice or making such demand and will not, in the judgment of the Lender, be
illegal or otherwise disadvantageous to the Lender.

     4.03 Increased Costs and Reduction of Return.

          (a) If any Lender determines that, due to either (i) the introduction
of or any change in or in the interpretation of any law or regulation after the
date of this Agreement or (ii) the compliance by that Lender with any guideline
or request after the date of this Agreement from any central bank or other
Governmental Authority (whether or not having the force of law), there shall be
any increase in the cost to such Lender of agreeing to make or making, funding
or maintaining any Eurodollar Rate Loans (except for any such reserve
requirement reflected in the Eurodollar Reserve Percentage), or participating in
Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost
to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of
Credit or of agreeing to make or making, funding or maintaining any unpaid
drawing under any Letter of Credit, then the Company shall be liable for, and
shall from time to time, upon demand (with a copy of such demand to be sent to
the Agent), pay to the Agent for the account of such Lender, additional amounts
as are sufficient to compensate such Lender for such increased costs.

          (b) If any Lender shall have determined that (i) the introduction of
any Capital Adequacy Regulation after the date of this Agreement, (ii) any
change in any Capital Adequacy Regulation after the date of this Agreement,
(iii) any change after the date of this Agreement in the interpretation or
administration of any Capital Adequacy Regulation by any central bank or other
Governmental Authority charged with the interpretation or administration
thereof, or (iv) compliance by the Lender (or its Lending Office) or any
corporation controlling the Lender with any Capital Adequacy Regulation, affects
or would affect the amount of capital required or


                                       46



expected to be maintained by the Lender or any corporation controlling the
Lender and (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy and such Lender's desired return on
capital) determines that the amount of such capital is increased as a
consequence of its Commitment, loans, credits or obligations under this
Agreement, then, upon demand of such Lender to the Company through the Agent,
the Company shall pay to the Lender, from time to time as specified by the
Lender, additional amounts sufficient to compensate the Lender for such
increase.

     4.04 Funding Losses. The Company shall reimburse each Lender and hold each
Lender harmless from any loss or expense which the Lender may sustain or incur
as a consequence of:

               (i) the failure of the Company to make on a timely basis any
     payment of principal of any Eurodollar Rate Loan;

               (ii) the failure of the Company to borrow a Loan, continue a
     Eurodollar Rate Loan or convert a Loan into a Eurodollar Rate Loan after
     the Company has given (or is deemed to have given) a Notice of Borrowing or
     a Notice of Conversion/ Continuation;

               (iii) the failure of the Company to make any prepayment in
     accordance with any notice delivered under Section 2.06;

               (iv) the prepayment (including pursuant to Section 2.07) or other
     payment (including after acceleration thereof) of an Eurodollar Rate Loan
     on a day that is not the last day of the relevant Interest Period;

               (v) the automatic conversion under Section 2.04 of any Eurodollar
     Rate Loan to a Base Rate Loan on a day that is not the last day of the
     relevant Interest Period;

               (vi) any Buying Lender is deemed to have purchased a Eurodollar
     Rate Loan bearing interest at a rate which is less than the prevailing rate
     of interest on Eurodollar Rate Loans at the time of purchase in accordance
     with Section 2.01(c); or

               (vii) any Selling Lender pursuant to Section 2.01(c) is deemed to
     have sold a Eurodollar Rate Loan bearing interest at a rate which is higher
     than the prevailing rate of interest on Eurodollar Rate Loans at the time
     of sale in accordance with Section 2.01(c);

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its Eurodollar Rate Loans or from fees
payable to terminate the deposits from which such funds were obtained. For
purposes of calculating amounts payable by the Company to the Lenders under this
Section and under Section 4.03(a), each Eurodollar Rate Loan made by a Lender
(and each related reserve, special deposit or similar requirement) shall be
conclusively deemed to have been funded at the Eurodollar Rate for such
Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank
eurodollar market for a comparable amount and for a comparable period, whether
or not such Eurodollar Rate Loan is in fact so funded.


                                       47



     4.05 Inability to Determine Rates. If the Agent determines that for any
reason adequate and reasonable means do not exist for determining the Eurodollar
Rate for any requested Interest Period with respect to a proposed Eurodollar
Rate Loan, or that the Eurodollar Rate applicable pursuant to Section 2.09(a)
for any requested Interest Period with respect to a proposed Eurodollar Rate
Loan does not adequately and fairly reflect the cost to the Lenders of funding
such Loan, the Agent will promptly so notify the Company and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate
Loans hereunder shall be suspended until the Agent revokes such notice in
writing. Upon receipt of such notice, the Company may revoke any Notice of
Borrowing or Notice of Conversion/Continuation then submitted by it. If the
Company does not revoke such Notice, the Lenders shall make, convert or continue
the Loans, as proposed by the Company, in the amount specified in the applicable
notice submitted by the Company, but such Loans shall be made, converted or
continued as Base Rate Loans instead of Eurodollar Rate Loans.

     4.06 Certificates of Lenders. Any Lender claiming reimbursement or
compensation under this Article IV shall deliver to the Company (with a copy to
the Agent) a certificate setting forth in reasonable detail the amount payable
to the Lender hereunder and such certificate shall be conclusive and binding on
the Company in the absence of manifest error. Notwithstanding anything to the
contrary contained in this Agreement, no amounts shall be payable by the Company
pursuant to Sections 4.03 or 4.04 with respect to any period commencing more
than one hundred eighty (180) days before the delivery of the certificate
contemplated by this Section 4.06 unless such amounts are claimed as a result of
the retroactive effect of any newly enacted or adopted law, rule or regulation
and such certificate is delivered within 180 days after such enactment or
adoption.

     4.07 Survival. The agreements and obligations of the Company in this
Article IV shall survive the payment of all other Obligations.

     4.08 Replacement of Lenders. Upon any Lender's making a claim for
compensation under Section 4.01 or 4.03, the Company may replace such Lender in
accordance with this Section. The Company may, upon notice to such Lender and
the Agent, replace such Lender by causing such Lender to assign its Revolving
Loan Commitment (with the assignment fee to be paid by the Company in such
instance) pursuant to Section 11.08(a) to one or more other Lenders or Eligible
Assignees procured by the Company; provided, however, that if the Company elects
to exercise such right with respect to any Lender, it shall be obligated to
replace all Lenders that have made similar requests for compensation pursuant to
Section 4.01 or 4.03. The Lender shall have received payment in full all
principal, interest, fees and other amounts owing to such Lender through the
date of replacement (including any amounts payable pursuant to Sections 4.01,
4.03 and 4.04), and the Company shall release such Lender from its obligations
under the Loan Documents. Any Lender being replaced shall execute and deliver an
Assignment and Assumption with respect to such Lender's Revolving Loan
Commitment and outstanding Loans and participations in L/C Obligations and Swing
Line Loans.

                                   ARTICLE V

                              CONDITIONS PRECEDENT


                                       48



     5.01 Conditions of Effectiveness and Initial Credit Extensions. The
effectiveness of the restatement and amendment of the Existing Credit Agreement
pursuant to this Agreement and the obligation of each Lender to make its initial
Credit Extension hereunder is subject to the condition that the Agent shall have
received on or before the Closing Date all of the following, in form and
substance satisfactory to the Agent and each Lender (the satisfaction of each
Lender being conclusively evidenced by such Lender's execution and delivery of
its counterpart of this Agreement), and in sufficient copies for each Lender:

          (a) Credit Agreement and Notes. This Agreement and the Notes (if any)
executed by each party thereto;

          (b) Resolutions; Incumbency.

               (i) Copies of the resolutions of the board of directors of the
     Company and each Subsidiary (except with respect to Government Employee
     Benefits Corporation of Georgia) that may become party to a Loan Document
     authorizing the transactions contemplated hereby, certified as of the
     Closing Date by the Secretary or an Assistant Secretary of such Person; and

               (ii) A certificate of the Secretary or Assistant Secretary of the
     Company, and each Subsidiary (except with respect to Government Employee
     Benefits Corporation of Georgia) that may become party to a Loan Document
     certifying the names and true signatures of the officers of the Company or
     such Subsidiary authorized to execute, deliver and perform, as applicable,
     this Agreement, and all other Loan Documents to be delivered by it
     hereunder;

          (c) Organization Documents; Good Standing. Each of the following
documents:

               (i) the Organization Documents of the Company and each Guarantor
     as in effect on the Closing Date, certified by the Secretary or Assistant
     Secretary or Manager of such Person as of the Closing Date; and

               (ii) a good standing certificate for the Company and each
     Guarantor from the Secretary of State (or similar, applicable Governmental
     Authority) of its state of organization as of a recent date;

          (d) Legal Opinions. An opinion addressed to the Agent and the Lenders
of Akin Gump Strauss Hauer & Feld LLP, counsel to the Company, substantially in
the form of Exhibit D-1. An opinion addressed to the Agent and the Lenders of
Michael W. Gleespen, general counsel to the Company and its Subsidiaries
substantially in the form of Exhibit D-2.

          (e) Payment of Fees. Evidence of payment by the Company of all accrued
and unpaid fees, costs and expenses to the extent then due and payable on the
Closing Date, together with Attorney Costs of Bank of America to the extent
invoiced prior to or on the Closing Date, plus such additional amounts of
Attorney Costs as shall constitute Bank of America's reasonable estimate of
Attorney Costs incurred or to be incurred by it through the closing proceedings
(provided that such estimate shall not thereafter preclude final settling of


                                       49



accounts between the Company and Bank of America); including any such costs,
fees and expenses arising under or referenced in Sections 2.10 and 10.07;

          (f) Certificate. A certificate signed by a Responsible Officer of the
Company, dated as of the Closing Date:

               (i) stating that the representations and warranties contained in
     Article VI are true and correct on and as of such date, as though made on
     and as of such date;

               (ii) stating that no Default or Event of Default exists or would
     result from the Credit Extension; and

               (iii) stating that there has occurred since December 31, 2004, no
     event or circumstance that has resulted or could reasonably be expected to
     result in a Material Adverse Effect.

          (g) Guaranty. The Guaranty, executed by each Guarantor.

          (h) Solvency Certificate. A written solvency certificate from the
chief financial officer of the Company in form and content satisfactory to the
Lenders, dated the initial Borrowing Date, with respect to the value, Solvency
and other factual information of, or relating to, as the case may be, Company,
after giving effect to the initial Credit Extension.

          (i) Other Documents. Such other approvals, opinions, documents or
materials as the Agent or any Lender may reasonably request.

          (j) Financial Statements. The financial statements and other
information referenced in Section 6.11.

     Without limiting the generality of the provisions of Section 10.04, for
purposes of determining compliance with the conditions specified in this Section
5.01, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Agent shall have received notice from
such Lender prior to the proposed Closing Date specifying its objection thereto.

     5.02 Conditions to All Credit Extensions. The obligation of each Lender to
make any Loan (but not its obligations to fund its participation interests
pursuant to Section 2.03(b)(ii) or Section 3.03(c)) to be made by it (including
its initial Loan hereunder) or to continue as, or convert any Loan into, an
Eurodollar Rate Loan under Section 2.04 and the obligation of the Issuing Bank
to Issue any Letter of Credit (including the initial Letter of Credit) is
subject to the satisfaction of the following conditions precedent on the
relevant Borrowing Date or Issuance Date:

          (a) Notice, Application. The Agent shall have received (with a copy
for each Lender) (i) a Notice of Borrowing (or equivalent notice pursuant to
Section 2.03(b) with respect to Swing Line Loans), (ii) in the case of a
conversion or continuation under Section 2.04, a Notice of
Conversion/Continuation, or (iii) in the case of any Issuance of any Letter of
Credit,


                                       50



the Issuing Bank and the Agent shall have received a L/C Application or L/C
Amendment Application, as required under Section 3.02;

          (b) Continuation of Representations and Warranties. The
representations and warranties in Article VI shall be true and correct in all
material respects on and as of such Borrowing Date or Issuance Date with the
same effect as if made on and as of such Borrowing Date or Issuance Date (except
to the extent such representations and warranties expressly refer to an earlier
date, in which case they shall be true and correct in all material respects as
of such earlier date); and

          (c) No Existing Default. No Default or Event of Default shall exist or
shall result from such Borrowing or continuation or conversion or Issuance.

Each Notice of Borrowing, L/C Application or L/C Amendment Application submitted
by the Company hereunder shall constitute a representation and warranty by the
Company hereunder, as of the date of each such notice and as of each Borrowing
Date or Issuance Date, as applicable, that the conditions in this Section 5.02
are satisfied.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

     The Company represents and warrants to the Agent and each Lender that:

     6.01 Corporate Existence and Power. The Company and each of its
Subsidiaries:

          (a) is a corporation (or a limited liability company) duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization;

          (b) has the power and authority and all material governmental
licenses, authorizations, consents and material approvals to own its assets,
carry on its business and to execute, deliver, and perform its obligations under
the Loan Documents;

          (c) is duly qualified as a foreign corporation and is licensed and in
good standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification
or license, except in each case to the extent that the failure to do so could
not reasonably be expected to have a Material Adverse Effect.

          (d) is in compliance with all Requirements of Law, except to the
extent that the failure to do so could not reasonably be expected to have a
Material Adverse Effect.

     6.02 Corporate Authorization; No Contravention. The execution, delivery and
performance by the Company and the Guarantors of this Agreement and each other
Loan Document to which such Person is party, have been duly authorized by all
necessary corporate action, and do not and will not:

          (a) contravene the terms of any of such Person's Organization
Documents;


                                       51



          (b) conflict with or result in any breach or contravention of, or the
creation of any Lien under, any document evidencing any material Contractual
Obligation to which such Person is a party or any order, injunction, writ or
decree of any Governmental Authority to which such Person or its property is
subject; or

          (c) violate any material Requirement of Law.

     6.03 Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Company or
any of its Subsidiaries of the Agreement or any other Loan Document, except (i)
such as have been obtained or made and are in full force, (ii) those third party
approvals or consents which, if not made or obtained, would not cause a Default
or an Event of Default hereunder or could not reasonably be expected to have an
Material Adverse Effect and (iii) solely with respect to the performance by the
Company or any of the Guarantors of this Agreement or any other Loan Document,
(1) filings under the Exchange Act, (2) routine filings to be made after the
date hereof to maintain "good standing" in such jurisdictions and to maintain
licenses and permits and (3) filings required to release the Liens granted
pursuant to the Existing Credit Agreement.

     6.04 Binding Effect. This Agreement and each other Loan Document to which
the Company or any of its Subsidiaries is a party constitute the legal, valid
and binding obligations of the Company and any of its Subsidiaries to the extent
it is a party thereto, enforceable against such Person in accordance with their
respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability,
regardless of whether considered in a proceeding in equity or at law.

     6.05 Litigation. There are no actions, suits, investigations, proceedings,
claims or disputes pending, or to the best knowledge of the Company, threatened
or contemplated, at law, in equity, in arbitration or before any Governmental
Authority, against the Company, or its Subsidiaries or any of their respective
properties (a) which purport to affect or pertain to this Agreement or any other
Loan Document, or any of the transactions contemplated hereby or thereby; (b)
which are existing on the Closing Date, other than as disclosed on Schedule
6.05(b), provided, however, that none of the matters set forth on such Schedule
6.05(b), whether taken individually or in the aggregate, would reasonably be
expected to result in a Material Adverse Effect or (c) which arise after the
Closing Date, other than those which would not reasonably be expected to have a
Material Adverse Effect. No injunction, writ, temporary restraining order or any
order of any nature has been issued by any court or other Governmental Authority
purporting to enjoin or restrain the execution, delivery or performance of this
Agreement or any other Loan Document, or directing that the transactions
provided for herein or therein not be consummated as herein or therein provided.

     6.06 No Default. No Default or Event of Default exists or would result from
the incurring of any Obligations by the Company. As of the Closing Date, neither
the Company nor any Subsidiary is in default under or with respect to any
Contractual Obligation in any respect which, individually or together with all
such defaults, could reasonably be expected to have a


                                       52



Material Adverse Effect, or that would, if such default had occurred after the
Closing Date, create an Event of Default under Section 9.01(e).

     6.07 ERISA Compliance.

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

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

          (c) (i) No ERISA Event has occurred or is reasonably expected to
occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither
the Company nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability under Title IV of ERISA with respect to any Pension Plan
(other than premiums due and not delinquent under Section 4007 of ERISA); (iv)
neither the Company nor any ERISA Affiliate has incurred, or reasonably expects
to incur, any liability (and no event has occurred which, with the giving of
notice under Section 4219 of ERISA, would result in such liability) under
Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v)
neither the Company nor any ERISA Affiliate has engaged in a transaction that
could be subject to Section 4069 or 4212(c) of ERISA.

     6.08 Use of Proceeds; Margin Regulations. The proceeds of the Loans are to
be used solely for the purposes set forth in and permitted by Section 7.12 and
Section 8.07. Neither the Company nor any Subsidiary is engaged or will engage,
principally or as one of its important activities, in the business of purchasing
or carrying Margin Stock (within the meaning of Regulation U issued by the FRB),
or extending credit for the purpose of purchasing or carrying Margin Stock.
Following the application of the proceeds of each Borrowing or drawing under
each Letter of Credit, not more than 25% of the value of the assets (either of
the Company or the applicable Subsidiary only or of the Company and its
Subsidiaries on a consolidated basis) subject to the provisions of Section 8.01
or Section 8.02 or subject to any restriction contained in any agreement or
instrument between the Company or any Subsidiary and any Lender or any Affiliate
of any Lender relating to Indebtedness and within the scope of Section 9.01(e)
will be Margin Stock

     6.09 Title to Properties. The Company and each Subsidiary have good record
and marketable title in fee simple to, or valid leasehold interests in, all real
property necessary or used in the ordinary conduct of their respective
businesses, except for such defects in title as


                                       53



could not, individually or in the aggregate, have a Material Adverse Effect. The
property of the Company and its Subsidiaries is subject to no Liens other than
Permitted Liens.

     6.10 Taxes. The Company and its Subsidiaries have filed all Federal and
other material tax returns and reports required to be filed, and have paid all
Federal and other material taxes, assessments, fees and other governmental
charges levied or imposed upon them or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith
by appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP. To the Company's knowledge as of the Closing Date, there
is no proposed tax assessment against the Company or any Subsidiary.

     6.11 Financial Condition. (a) The (x) audited annual consolidated financial
statements of the Company and its Subsidiaries dated December 31, 2004 and (y)
the unaudited quarterly consolidated financial statements (including, without
limitation, balances sheets, income and cash flow statements) of the Company and
its Subsidiaries dated September 30, 2005:

               (i) were prepared in accordance with GAAP consistently applied
     throughout the period covered thereby, except as otherwise expressly noted
     therein (subject to ordinary, good faith year end audit adjustments);

               (ii) fairly present the financial condition of the Company and
     its Subsidiaries as of the date thereof and results of operations for the
     period covered thereby; and

               (iii) except as specifically disclosed in Schedule 6.11, show all
     material indebtedness and other liabilities, direct or contingent, of the
     Company and its consolidated Subsidiaries as of the date thereof, including
     liabilities for taxes, material commitments and Contingent Obligations.

          (b) Since December 31, 2004, there has been no Material Adverse
Effect.

     6.12 Environmental Matters.

          (a) The on-going operations of the Company and each of its
Subsidiaries comply in all material respects with all Environmental Laws, except
such non-compliance which would not (if enforced in accordance with applicable
law) result in liability in excess of $500,000 in the aggregate.

          (b) The Company and each of its Subsidiaries have obtained all
material licenses, permits, authorizations and registrations required under any
Environmental Law ("Environmental Permits") and necessary for their respective
ordinary course operations, all such Environmental Permits are in good standing,
and the Company and each of its Subsidiaries are in compliance with all material
terms and conditions of such Environmental Permits.

          (c) None of the Company, any of its Subsidiaries or any of their
respective present Property or operations, is subject to any outstanding written
order from or agreement with any Governmental Authority, nor subject to any
judicial or docketed administrative proceeding, respecting any Environmental
Law, Environmental Claim or Hazardous Material.


                                       54



          (d) There are no Hazardous Materials or other conditions or
circumstances existing with respect to any Property, or arising from operations
prior to the Closing Date, of the Company or any of its Subsidiaries that would
reasonably be expected to give rise to Environmental Claims with a potential
liability of the Company and its Subsidiaries in excess of $500,000 in the
aggregate for any such condition, circumstance or Property. In addition, (i)
neither the Company nor any of its Subsidiaries has any underground storage
tanks (x) that are not properly registered or permitted under applicable
Environmental Laws, or (y) that are leaking or disposing of Hazardous Materials
off-site, and (ii) the Company and its Subsidiaries have met all material
notification requirements under Title III of CERCLA and all other Environmental
Laws.

     6.13 [RESERVED].

     6.14 Regulated Entities. None of the Company nor any Subsidiary that is not
an Excluded Subsidiary, is an "Investment Company" within the meaning of the
Investment Company Act of 1940. None of the Company nor any Subsidiary that is
not an Excluded Subsidiary is subject to regulation under the Federal Power Act,
the Interstate Commerce Act, any state public utilities code, or any other
Federal or state statute or regulation limiting its ability to incur
Indebtedness.

     6.15 No Burdensome Restrictions. Neither the Company nor any Subsidiary is
a party to or bound by any Contractual Obligation, or subject to any restriction
in any Organization Document, or any Requirement of Law, which could reasonably
be expected to have a Material Adverse Effect.

     6.16 Solvency. The Company and its Subsidiaries, taken as a whole, are
Solvent.

     6.17 Labor Relations. There are no strikes, lockouts or other labor
disputes against the Company or any of its Subsidiaries, or, to the best of the
Company's knowledge, threatened against or affecting the Company or any of its
Subsidiaries, and no significant unfair labor practice complaint is pending
against the Company or any of its Subsidiaries or, to the best knowledge of the
Company, threatened against any of them before any Governmental Authority which
in any such case could reasonably be expected to have a Material Adverse Effect.

     6.18 Copyrights, Patents, Trademarks, etc. The Company or its Subsidiaries
own or are licensed or otherwise have the right to use all of the material
patents, trademarks, service marks, trade names, copyrights, contractual
franchises, authorizations and other material rights that are reasonably
necessary for the operation of their respective businesses, without conflict
with the rights of any other Person. To the best knowledge of the Company, no
slogan or other advertising device, product, process, method, substance, part or
other material now employed, or now contemplated to be employed, by the Company
or any Subsidiary infringes upon any rights held by any other Person, and no
claim or litigation regarding any of the foregoing is pending or threatened,
which, in any case, could reasonably be expected to have a Material Adverse
Effect.

     6.19 Subsidiaries. As of the Closing Date, the Company has no Subsidiaries
other than those specifically disclosed in Part (A) of Schedule 6.19 hereto and
has no equity investments in any other corporation or entity other than those
specifically disclosed in Part (B) of Schedule


                                       55



6.19. Such Schedule additionally identifies all Excluded Subsidiaries existing
as of the Closing Date and as otherwise permitted pursuant to Section 8.04(f).
No Excluded Subsidiary owns any capital stock of any Subsidiary which is not
also an Excluded Subsidiary.

     6.20 Broker's; Transaction Fees. Neither the Company nor any of its
Subsidiaries has any obligation to any Person in respect of any finder's,
broker's or investment banker's fee in connection with this Agreement or any
other Loan Document.

     6.21 Insurance. The properties of the Company and its Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates
of the Company, in such amounts, with such deductibles and covering such risks
as are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Company or such Subsidiary operates,
except to the extent the Company maintains reasonable self-insurance with
respect to such risks (through an Affiliate or otherwise).

     6.22 Swap Obligations. Neither the Company nor any of its Subsidiaries has
incurred any outstanding obligations under any Swap Contracts, other than
Permitted Swap Obligations. The Company has undertaken its own independent
assessment of its consolidated assets, liabilities and commitments and has
considered appropriate means of mitigating and managing risks associated with
such matters and has not relied on any swap counterparty or any Affiliate of any
swap counterparty in determining whether to enter into any Swap Contract.

     6.23 Full Disclosure. None of the representations or warranties made by the
Company or any Subsidiary in the Loan Documents as of the date such
representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, written statement or certificate
furnished by or on behalf of the Company or any Subsidiary in connection with
the Loan Documents (including the offering and disclosure materials delivered by
or on behalf of the Company to the Lenders prior to the Closing Date), contains
any untrue statement of a material fact or omits any material fact required to
be stated therein or necessary to make the statements made therein, in light of
the circumstances under which they are made, not misleading as of the time when
made or delivered (other than omissions that pertain to matters of a general
economic nature or matters of public knowledge that generally effect any of the
industry segments of the Company or its Subsidiaries); provided that, with
respect to projected financial information, the Company represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time. Any forward looking statements contained therein are
inherently subject to risk and uncertainties, many of which cannot be predicted
with accuracy, and some of which might not be anticipated. Future events and
actual results, financial and otherwise, could differ materially from those set
forth therein or contemplated by the forward looking statements contained
therein.

                                  ARTICLE VII

                              AFFIRMATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, unless the Majority Lenders waive compliance in
writing:


                                       56



     7.01 Financial Statements. The Company shall deliver to the Agent, in form
and detail satisfactory to the Agent and the Majority Lenders, with sufficient
copies for the Agent and each Lender:

          (a) as soon as available, but not later than ninety (90) days after
the end of each fiscal year, to the extent prepared to comply with SEC
requirements, a copy of SEC Form 10-K's filed by the Company with the SEC for
such fiscal year, or if no such Form 10-K was filed by the Company for such
fiscal year, a copy of the audited consolidated balance sheet of the Company and
its Subsidiaries as at the end of such year and the related consolidated
statements of income or operations and shareholders' equity and cash flows for
such year, setting forth in each case in comparative form the figures for the
previous fiscal year, and in any case accompanied by the opinion of KPMG LLP or
another nationally-recognized independent public accounting firm ("Independent
Auditor") which report shall state that such consolidated financial statements
present fairly the financial position for the periods indicated in conformity
with GAAP or the standard of the Public Company Accounting and Oversight Rule
3100, as applicable, applied on a basis consistent with prior years. Such
opinion shall not be qualified or limited because of a restricted or limited
examination by the Independent Auditor of any material portion of the Company's
or any Subsidiary's records. Concurrently with the delivery of the foregoing
financial statements, a copy of the unaudited combined consolidated statements
of income or operations of the Excluded Subsidiaries for such year, setting
forth in each case in comparative form the figures for the previous fiscal year,
which unaudited combined consolidated statements of income or operations shall
have been prepared in accordance with GAAP;

          (b) as soon as available, but not later than forty-five (45) days
after the end of each of the first three fiscal quarters of each fiscal year, to
the extent prepared to comply with SEC requirements, a copy of the SEC Form
10-Qs filed by the Company with the SEC for such fiscal quarter, or if no such
Form 10-Q was filed by the Company for such fiscal quarter, a copy of the
unaudited consolidated balance sheet of the Company and its Subsidiaries as of
the end of such quarter and the related consolidated statements of income and
shareholders' equity and cash flows for the period commencing on the first day
and ending on the last day of such quarter, and in any case certified by the
chief executive officer and chief financial officer as fairly presenting, in
accordance with GAAP (subject to ordinary, good faith year-end audit
adjustments), the financial position and the results of operations of the
Company and the Subsidiaries; and concurrently with the delivery of the
foregoing unaudited financial statements, a copy of the unaudited combined
consolidated statements of income of the Excluded Subsidiaries for the period
commencing on the first day and ending on the last day of such quarter, and in
any case certified by a Responsible Officer as fairly presenting, in accordance
with GAAP (subject to ordinary, good faith year-end audit adjustments), the
financial position and the results of operations of the Excluded Subsidiaries;
and

          (c) as soon as available, but not later than thirty (30) days after
the end of each calendar month of each fiscal year, a copy of the unaudited
consolidated statements of income for the period commencing on the first day and
ending on the last day of such calendar month, and certified by a Responsible
Officer as fairly presenting (subject to ordinary, good faith year-end audit
adjustments and the absence of footnotes) the results described therein of the
Company and the Subsidiaries and concurrently with the delivery of the foregoing
unaudited


                                       57



consolidated statements of income, a copy of the unaudited combined consolidated
statements of income for the period commencing on the first day and ending on
the last day of such calendar month, and certified by a Responsible Officer as
fairly presenting (subject to ordinary, good faith year-end audit adjustments
and the absence of footnotes) the results described therein of the Excluded
Subsidiaries.

     7.02 Certificates; Other Information. The Company shall furnish to the
Agent, with sufficient copies for each Lender:

          (a) so long as it is not contrary to the then current recommendation
of the American Institute of Certified Public Accountants, concurrently with the
delivery of the financial statements referred to in Section 7.01(a), a
certificate of the Independent Auditor stating that in making the examination
necessary therefor no knowledge was obtained of any Default or Event of Default,
except as specified in such certificate;

          (b) concurrently with the delivery of the financial statements
referred to in Sections 7.01(a) and (b) a Compliance Certificate executed by a
Responsible Officer;

          (c) promptly, copies of all financial statements and reports that the
Company sends to its shareholders, and copies of all financial statements and
regular, periodical or special reports (including Forms 10K, 10Q and 8K) that
the Company or any Subsidiary may make to, or file with, the SEC;

          (d) as soon as available, but in any event not later than February 15
of each calendar year, a copy of the plan and forecast of the Company and its
Subsidiaries for the next fiscal year and on each February 15 of each calendar
year, a copy of projected quarterly EBITDA of the Company and its Subsidiaries,
in each case for its then current fiscal year ("Budgeted EBITDA");

          (e) concurrently with the delivery of the financial statements
referred to in Sections 7.01(a) and (b) a Reconciliation Certificate executed by
a Responsible Officer; and

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

     7.03 Notices. The Company shall promptly notify the Agent and each Lender:

          (a) of the occurrence of any Default or Event of Default;

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


                                       58



          (c) of the occurrence of any of the following events affecting the
Company or any ERISA Affiliate (but in no event more than ten (10) days after
such event), and deliver to the Agent and each Lender a copy of any notice with
respect to such event that is filed with a Governmental Authority and any notice
delivered by a Governmental Authority to the Company or any ERISA Affiliate with
respect to such event:

          (i) an ERISA Event;

          (ii) a material increase in the Unfunded Pension Liability of any
Pension Plan;

          (iii) the adoption of, or the commencement of contributions to, any
Plan subject to Section 412 of the Code by the Company or any ERISA Affiliate;
or

          (iv) the adoption of any amendment to a Plan subject to Section 412 of
the Code, if such amendment results in a material increase in contributions or
Unfunded Pension Liability.

          (d) of any material change in accounting policies or financial
reporting practices by the Company or any of its consolidated Subsidiaries;

          (e) upon the request from time to time of the Agent, the Swap
Termination Values, together with a description of the method by which such
values were determined, relating to any then-outstanding Swap Contracts to which
the Company or any of its Subsidiaries is party; and

          (f) the issuance of any order, the taking of any action or any request
for an extraordinary audit for cause by any Governmental Authority.

          Each notice under this Section shall be accompanied by a written
statement by a Responsible Officer setting forth details of the occurrence
referred to therein, and stating what action the Company or any affected
Subsidiary proposes to take with respect thereto and at what time. Each notice
under Section 7.03(a) shall describe with particularity any and all clauses or
provisions of this Agreement or other Loan Document that have been (or
foreseeably will be) breached or violated.

     7.04 Preservation of Corporate Existence, Etc. The Company shall, and shall
cause each Subsidiary to:

          (a) preserve and maintain in full force and effect its corporate
existence and good standing under the laws of its state or jurisdiction of
incorporation (except as permitted by Section 8.03);

          (b) preserve and maintain in full force and effect all material
governmental rights, privileges, qualifications, permits, licenses and
franchises necessary or desirable in the normal conduct of its business, except
in connection with transactions permitted by Section 8.03 and sales of assets
permitted by Section 8.02;

          (c) use reasonable efforts, in the ordinary course of business, to
preserve its business organization and goodwill; and


                                       59



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

     7.05 Maintenance of Property. The Company shall maintain, and shall cause
each Subsidiary to maintain, and preserve its property, taken as a whole, which
is used or useful in its business in good working order and condition, ordinary
wear and tear excepted and make all necessary repairs thereto and renewals and
replacements thereof.

     7.06 Insurance. The Company shall maintain, and shall cause each Subsidiary
to maintain, with financially sound and reputable independent insurers,
insurance with respect to its properties and business against loss or damage of
the kinds customarily insured against by Persons engaged in the same or similar
business, of such types and in such amounts as are customarily carried under
similar circumstances by such other Persons, except to the extent the Company
maintains reasonable self-insurance with respect to such risks (through an
Affiliate or otherwise).

     7.07 Payment of Obligations. The Company shall, and shall cause each
Subsidiary to, pay and discharge as the same shall become due and payable, all
their respective obligations and liabilities, including:

          (a) all tax liabilities, assessments and governmental charges or
levies upon it or its properties or assets, unless the same are being contested
in good faith by appropriate proceedings and adequate reserves in accordance
with GAAP are being maintained by the Company or such Subsidiary;

          (b) all lawful claims which, if unpaid, would by law become a Lien
(other than a Permitted Lien) upon its property; and

          (c) all indebtedness, as and when due and payable, but subject to any
subordination provisions contained in any instrument or agreement evidencing
such Indebtedness, unless the payment of such indebtedness is being contested in
good faith by appropriate proceedings and adequate reserves in accordance with
GAAP are being maintained by the Company or such Subsidiary.

     7.08 Compliance with Laws. The Company shall comply, and shall cause each
Subsidiary to comply, in all material respects with all Requirements of Law of
any Governmental Authority having jurisdiction over it or its business
(including the Federal Fair Labor Standards Act), except such as may be
contested in good faith or as to which a bona fide dispute may exist.

     7.09 Compliance with ERISA. The Company shall, and shall cause each of its
ERISA Affiliates to: (a) maintain each Plan in compliance in all material
respects with the applicable provisions of ERISA, the Code and other federal or
state law; (b) cause each Plan which is qualified under Section 401(a) of the
Code to maintain such qualification unless such Plan is terminated; and (c) make
all required contributions to any Plan subject to Section 412 of the Code.


                                       60



     7.10 Inspection of Property and Books and Records. The Company shall
maintain and shall cause each Subsidiary to maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Company and such Subsidiary. The
Company shall permit, and shall cause each Subsidiary to permit, representatives
and independent contractors of the Agent or any Lender to visit and inspect any
of their respective properties, to examine their respective corporate, financial
and operating records, and make copies thereof or abstracts therefrom, and to
discuss their respective affairs, finances and accounts with their respective
directors, officers, and independent public accountants, all at the expense of
the Company and at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the
Company; provided, however, when an Event of Default exists the Agent or any
Lender may do any of the foregoing at the expense of the Company at any time
without advance notice.

     7.11 Environmental Laws. The Company shall, and shall cause each Subsidiary
to, conduct its operations and keep and maintain its property in material
compliance with all Environmental Laws.

     7.12 Use of Proceeds. The Company shall use the proceeds of the Loans for
working capital and other general corporate purposes, including Permitted
Acquisitions, Capital Expenditures and repurchases and redemptions of Capital
Stock of the Company and the payment of fees and expenses relating thereto, in
each case not in contravention of any Requirement of Law or of any Loan
Document.

     7.13 Solvency. The Company and its Subsidiaries, taken as a whole, shall at
all times be Solvent.

     7.14 Further Assurances. The Company shall ensure that all written
information, exhibits and reports furnished to the Agent or the Lenders pursuant
to the Loan Documents do not and will not contain any untrue statement of a
material fact and do not and will not omit to state any material fact or any
fact necessary to make the statements contained therein not materially
misleading in light of the circumstances in which made; provided that with
respect to projected financial information, the Company represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time. Any forward looking statements contained therein are
inherently subject to risk and uncertainties, many of which cannot be predicted
with accuracy, and some of which might not be anticipated. Future events and
actual results, financial and otherwise, could differ materially from those set
forth therein or contemplated by the forward looking statements contained
therein. The Company will promptly disclose to the Agent and the Lenders and
correct any defect or error that may be discovered therein or in any Loan
Document or in the execution, acknowledgment or recordation thereof.

     7.15 New Subsidiaries. If the Company or any domestic Subsidiary (other
than an Excluded Subsidiary) proposes to create, acquire or capitalize any
domestic Subsidiary (other than an Excluded Subsidiary) in accordance with the
terms and provisions hereof (whether pursuant to a Permitted Acquisition or
otherwise), it shall first (or substantially concurrently with such creation,
acquisition or capitalization) (a) (1) cause such Subsidiary (other than
Excluded Subsidiaries) to execute and deliver, to Agent a Guaranty or (2)
execute and deliver a joinder


                                       61



agreement acceptable in form and substance to the Agent with respect to the
Guaranty as the Agent shall require in its sole discretion and (b) cause such
Subsidiary (other than Excluded Subsidiaries) to deliver, or execute and
deliver, as applicable, to the Agent appropriate corporate resolutions, opinions
and other documentation reasonably requested by the Agent in form and substance
reasonably satisfactory to the Agent with respect to such Guaranty or joinder;
provided, however, that, if such Subsidiary is a Foreign Subsidiary and its
execution and delivery of the Guaranty or a joinder with respect thereto would
result in material adverse tax consequences to the Company and its Subsidiaries
as a consequence of the operation of Section 956 of the Internal Revenue Code,
then, for so long as such consequence would pertain, such Subsidiary shall not
be required to execute and deliver the Guaranty or such joinder, or deliver the
related resolutions, opinions or other documents, under this Section. If the
Company or any Subsidiary, should acquire, create or capitalize any new
Subsidiary, the Company shall promptly notify the Agent thereof and provided an
updated Schedule 6.19 listing such new Subsidiary. If any Excluded Subsidiary
shall cease to be an Excluded Subsidiary for any reason and to the extent any
Excluded Subsidiary may do so without violating federal, state or local laws or
regulations applicable to it, the Company shall promptly notify the Agent
thereof and such Subsidiary shall promptly execute and deliver the Guaranty or
joinder and deliver such other opinions, resolutions and other documentation as
is provided above with respect to New Subsidiaries.

     7.16 Resolutions; Incumbency. Within ten (10) Business Days of the Closing
Date, the Company shall deliver to the Agent (i) copies of the resolutions of
the board of directors of Government Employee Benefits Corporation of Georgia
authorizing the transactions contemplated hereby, certified by the Secretary or
Assistant Secretary of such Subsidiary and (ii) a certificate of the Secretary
or Assistant Secretary of Government Employee Benefits Corporation of Georgia
certifying the names and true signatures of the officers of such Subsidiary
authorized to execute, deliver and perform this Agreement and all other Loan
Documents to be delivered by it hereunder.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, unless the Majority Lenders waive compliance in
writing:

     8.01 Limitation on Liens. The Company shall not, and shall not suffer or
permit any Subsidiary to, directly or indirectly, make, create, incur, assume or
suffer to exist any Lien upon or with respect to any part of its property,
whether now owned or hereafter acquired, other than the following ("Permitted
Liens"):

          (a) any Lien existing on property of the Company or any Subsidiary on
the Closing Date;

          (b) any Lien created under any Loan Document;


                                       62


          (c) Liens for taxes, fees, assessments or other governmental charges
which are not delinquent or remain payable without penalty, or to the extent
that non-payment thereof is permitted by Section 7.07, provided that no notice
of lien has been filed or recorded under the Code;

          (d) carriers', warehousemen's, mechanics', landlords', materialmen's,
repairmen's or other similar Liens arising in the ordinary course of business
which are not delinquent or remain payable without penalty or which are being
contested in good faith and by appropriate proceedings, which proceedings have
the effect of preventing the forfeiture or sale of the property subject thereto;

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

          (f) Liens on the property of the Company or its Subsidiaries securing
(i) the non-delinquent performance of bids, trade contracts (other than for
borrowed money), leases, statutory obligations, (ii) contingent obligations on
surety and appeal bonds, and (iii) other non-delinquent obligations of a like
nature; in each case, incurred in the ordinary course of business;

          (g) Liens consisting of judgment or judicial attachment liens,
provided that the enforcement of such Liens is effectively stayed and all such
liens in the aggregate at any time outstanding for the Company and its
Subsidiaries do not exceed $1,000,000;

          (h) easements, rights-of-way, zoning restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount, and which do not interfere with the
ordinary conduct of the businesses of the Company and its Subsidiaries;

          (i) purchase money security interests on any property acquired or held
by the Company or its Subsidiaries in the ordinary course of business, securing
Indebtedness incurred or assumed for the purpose of financing all or any part of
the cost of acquiring, constructing or improving such property; provided that
(i) any such Lien attaches to such property concurrently with or within one
hundred eighty (180) days after the acquisition thereof, (ii) such Lien attaches
solely to the property so acquired, constructed or improved in such transaction
and proceeds thereof and accessions thereto and (iii) the aggregate outstanding
principal amount of Indebtedness secured by all such purchase money security
interests (together with Indebtedness secured by Liens permitted by Sections
8.01(j) and (l) and Indebtedness permitted by Section 8.05(d)) shall not at any
time exceed an aggregate principal amount equal to 3% of the total assets of the
Company and its Subsidiaries on a consolidated basis;

          (j) Liens securing Capital Lease Obligations on assets subject to such
Capital Leases, provided that the attributable principal portion of such Capital
Lease Obligations secured by all such Capital Leases (together with Indebtedness
with respect to Liens permitted by Sections 8.01(i) and (l) and Indebtedness
permitted by Section 8.05(d)) shall not at any time exceed an aggregate
principal amount equal to 3% of the total assets of the Company and its
Subsidiaries on a consolidated basis;


                                       63



          (k) Liens arising solely by virtue of any statutory or common law
provision relating to banker's liens, rights of set-off or similar rights and
remedies as to deposit accounts or other funds maintained with a creditor
depository institution; provided that (i) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against
access by the Company in excess of those set forth by regulations promulgated by
the FRB, and (ii) such deposit account is not intended by the Company or any
Subsidiary to provide collateral to the depository institution;

          (l) Liens on assets of Persons which become Subsidiaries after the
date of this Agreement, provided, however, that (x) such Liens existed at the
time the respective Persons became Subsidiaries and were not created in
anticipation thereof, (y) such Liens attach only to equipment and real property
of such Subsidiary and proceeds thereof and (z) the aggregate outstanding
principal amount of Indebtedness secured by all such Liens (together with
Indebtedness secured by Liens permitted by Sections 8.01(i) and (j) and
Indebtedness permitted by Section 8.05(d)) shall not at any time exceed an
aggregate principal amount equal to 3% of the total assets of the Company and
its Subsidiaries on a consolidated basis; and

          (m) Liens consisting of pledges of cash collateral or government
securities to secure on a mark-to-market basis Permitted Swap Obligations only,
provided that the aggregate value of such collateral so pledged by the Company
and the Subsidiaries together in favor of any counterparty does not at any time
exceed $1,000,000.

In addition, neither the Company nor any of its Subsidiaries shall become a
party to any agreement, note, indenture or other instrument, or take any other
action, which would prohibit the creation of a first priority Lien on any of its
properties or other assets in favor of the Agent for the benefit of the Lenders
(including, without limitation, any agreement containing an equal and ratable
clause, unless such clause is not applicable with respect to the granting of a
first priority lien on the properties and other assets in favor of the Agent for
the benefit of the Lenders), except with respect to specific equipment secured
by Indebtedness or Capital Leases permitted under Sections 8.01(i), (j) or (l)
or with respect to software licenses or similar contracts which constitute
property or assets of the Company or any of its Subsidiaries which by the
express terms thereof prohibit the creation of a first priority Lien in favor of
any Person on such software licenses or similar contracts.

     8.02 Disposition of Assets. The Company shall not, and shall not suffer or
permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey,
transfer or otherwise dispose of (whether in one or a series of transactions)
any property (including accounts and notes receivable, with or without recourse)
or enter into any agreement to do any of the foregoing, except:

          (a) dispositions of inventory, or used, worn-out or surplus equipment
(including, without limitation, demonstration or pilot plants), all in the
ordinary course of business;

          (b) the sale of equipment to the extent that such equipment is
exchanged for credit against the purchase price of similar replacement
equipment, or the proceeds of such sale


                                       64



are reasonably promptly applied to the purchase price of such replacement
equipment within ninety (90) days of each such sale;

          (c) each Specified Asset Sale;

          (d) dispositions not otherwise permitted hereunder which are made for
fair market value; provided that (i) at the time of any disposition, no Event of
Default shall exist or shall result from such disposition, (ii) not less than
50% of the aggregate sales price from such disposition shall be paid in cash or
Cash Equivalents, and (iii) the aggregate book or fair market value of all
assets so sold by the Company and its Subsidiaries, together, shall not exceed
(x) 6% of the Tangible Assets of the Company and its Subsidiaries on a
consolidated basis during any twelve month period with Tangible Assets to be
measured as of the beginning of such period, and (y) 15% of the Tangible Assets
of the Company and its Subsidiaries on a consolidated basis during the term of
this Agreement, with Tangible Assets to be measured as of December 31, 2005;

          (e) transfer of cash or Cash Equivalents not otherwise prohibited by
the Loan Documents;

          (f) Investments permitted under Section 8.04 and dispositions pursuant
to a merger or other consolidation permitted under Section 8.03; and

          (g) transfer of inventory, equipment or other assets from the Company
to any Subsidiary which is not an Excluded Subsidiary or to the Company or any
other such Subsidiary from any Subsidiary.

     8.03 Consolidations and Mergers. The Company shall not, and shall not
suffer or permit any Subsidiary to, merge, consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions all or substantially all of its assets whether now owned
or hereafter acquired) to or in favor of any Person, except:

          (a) any Subsidiary (other than an Excluded Subsidiary) may merge with
the Company (provided that the Company shall be the continuing or surviving
corporation), or with any one or more Subsidiaries (other than an Excluded
Subsidiary), provided that if any transaction shall be between a Subsidiary and
a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing
or surviving corporation; it being understood and agreed that, notwithstanding
the prohibition contained in this clause, an Excluded Subsidiary shall be
permitted to constitute part of a transaction permitted by this clause in the
event that such transaction would remove or eliminate the condition that caused
such Excluded Subsidiary to be an Excluded Subsidiary;

          (b) any Subsidiary (other than an Excluded Subsidiary) may sell all or
substantially all of its assets (upon voluntary liquidation or otherwise), to
the Company or another Wholly-Owned Subsidiary (other than an Excluded
Subsidiary); it being understood and agreed that, notwithstanding the
prohibition contained in this clause, an Excluded Subsidiary shall be permitted
to constitute part of a transaction permitted by this clause in the event that
such transaction would remove or eliminate the condition that caused such
Excluded Subsidiary to be an Excluded Subsidiary;


                                       65



          (c) any Subsidiary may merge with or consolidate into any Person
(other than an Excluded Subsidiary), provided that (i) at the time of such
merger or consolidation, no Default or Event of Default shall exist or result
after giving effect to the consummation of such merger or consolidation and (ii)
either (x) such Subsidiary shall be the continuing or surviving corporation as a
Wholly-Owned Subsidiary of the Company or (y) such Person shall become a
Subsidiary of the Company as a result thereto; it being understood and agreed
that, notwithstanding the prohibition contained in this clause, an Excluded
Subsidiary shall be permitted to constitute part of a transaction permitted by
this clause in the event that such transaction would remove or eliminate the
condition that caused such Excluded Subsidiary to be an Excluded Subsidiary;

          (d) any Excluded Subsidiary may merge with or consolidate into any one
or more Excluded Subsidiaries;

          (e) any Wholly-Owned Subsidiary may liquidate and dissolve into its
parent; and

          (f) dispositions permitted by Section 8.02.

     8.04 Loans and Investments. The Company shall not purchase or acquire, or
suffer or permit any Subsidiary to purchase or acquire, or make any commitment
therefor, any capital stock, equity interest, or any obligations or other
securities of, or any interest in, any Person, or make or commit to make any
Acquisitions, or make or commit to make any advance, loan, guaranty, extension
of credit or capital contribution to or any other investment in, any Person
including any Affiliate of the Company (collectively, "Investments"), except
for:

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

          (b) extensions of credit in the nature of accounts receivable or notes
receivable arising from the sale or lease of goods or services in the ordinary
course of business;

          (c) unsecured extensions of credit by the Company to any Subsidiary
(other than an Excluded Subsidiary) or by any such Subsidiary to another such
Subsidiary or the Company;

          (d) Investments incurred in order to consummate Permitted Acquisitions
(other than such Investments in Excluded Subsidiaries);

          (e) Investments constituting Permitted Swap Obligations or payments or
advances under Swap Contracts relating to Permitted Swap Obligations;

          (f) Investments made by the Company or any Subsidiary which is not an
Excluded Subsidiary after the date of this Agreement in any Subsidiary (other
than an Excluded Subsidiary) in the form of a capital contribution;

          (g) advances, loans, or other extensions of credit to employees with
respect to payroll, relocation and travel expenses on behalf of the Company and
its Subsidiaries (other than


                                       66



Excluded Subsidiaries) in the ordinary course of business and consistent with
past practice and which shall not exceed $1,100,000 in the aggregate at any time
outstanding;

          (h) other Investments in Persons other than Excluded Subsidiaries
existing as of the Closing Date and listed on Schedule 8.04;

          (i) Investments of a Person that becomes a Subsidiary (other than an
Excluded Subsidiary) after the date of this Agreement as a result of an
Acquisition so long as such Investment existed at the time such Person became a
Subsidiary and was not created in anticipation thereof;

          (j) equity interests, notes, chattel paper and securities received in
settlement of debts created in the ordinary course of business and owed to the
Company or its Subsidiaries or received in satisfaction of judgements or
pursuant to a plan of reorganization or similar arrangement upon the bankruptcy
or insolvency of a debtor;

          (k) other Investments (other than repurchases of capital stock of the
Company or any of its Subsidiaries and Investments in Excluded Subsidiaries);
provided, that, the aggregate amount of consideration paid, loaned, advanced,
guaranteed, or commitments incurred, with respect to all such Investments during
any fiscal year of the Company does not exceed the amount of $10,000,000;

          (l) Investments which constitute redemptions and repurchases permitted
under Section 8.10;

          (m) Investments consisting of prepaid expenses, lease, utilities,
workers' compensation performance and similar deposits made in the ordinary
course of business and consistent with past practice;

          (n) Investments consisting of non-cash consideration received by the
Company or its Subsidiaries from dispositions permitted under Section 8.02(d);

          (o) Investments in Persons (other than Excluded Subsidiaries)
consisting of Contingent Obligations permitted pursuant to Section 8.08; and

          (p) Investments held by the Company or any Subsidiary (including
Investments consisting of Contingent Obligations) in any Excluded Subsidiary;
provided, that the aggregate amount of consideration paid, loaned, advanced,
guaranteed or commitments incurred, with respect to all such Investments in any
Excluded Subsidiary, at any time (together with any Contingent Obligations
incurred by the Company or any Subsidiary in connection with the Acquisition of
Excluded Subsidiaries) does not exceed an amount equal to 3% of the total assets
of the Company and its Subsidiaries on a consolidated basis.

     8.05 Limitation on Indebtedness. The Company shall not, and shall not
suffer or permit any Subsidiary to, create, incur, assume, suffer to exist, or
otherwise become or remain directly or indirectly liable with respect to, any
Indebtedness, except:


                                       67



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

          (b) Indebtedness consisting of Contingent Obligations permitted
pursuant to Section 8.08;

          (c) Indebtedness existing on the Closing Date and set forth in
Schedule 8.05;

          (d) other Indebtedness (together with Indebtedness secured by Liens
permitted by Sections 8.01(i), (j), and (l)) in an aggregate outstanding
principal amount not to exceed at any time an aggregate principal amount equal
to 3% of the total assets of the Company and its Subsidiaries on a consolidated
basis;

          (e) Indebtedness incurred in connection with leases permitted pursuant
to Section 8.09;

          (f) Indebtedness permitted to be incurred pursuant to Section 8.04(c)
and Section 8.04(p); and

          (g) unsecured Indebtedness under notes to sellers containing terms
satisfactory to the Agent and fully subordinated to the Loans and the other
Obligations on terms satisfactory to the Agent.

     8.06 Transactions with Affiliates. The Company shall not, and shall not
suffer or permit any Subsidiary to, enter into any transaction with any
Affiliate of the Company (other than the Company or a Subsidiary which is not an
Excluded Subsidiary), except upon fair and reasonable terms no less favorable to
the Company or such Subsidiary than would obtain in a comparable arm's-length
transaction with a Person not an Affiliate of the Company or such Subsidiary.

     8.07 Use of Proceeds. The Company shall not, and shall not suffer or permit
any Subsidiary to, use any portion of the Loan proceeds or any Letter of Credit,
directly or indirectly, (i) to purchase or carry Margin Stock in violation of
any applicable legal and regulatory requirements including, without limitation,
Regulations T, U and X, the Securities Act of 1933, and the Securities Exchange
Act of 1934 and the regulations promulgated thereunder, (ii) to repay or
otherwise refinance indebtedness of the Company or others incurred to purchase
or carry Margin Stock, or (iii) to acquire any security in any transaction that
is subject to Section 13 or 14 of the Exchange Act.

     8.08 Contingent Obligations. The Company shall not, and shall not suffer or
permit any Subsidiary to, create, incur, assume or suffer to exist any
Contingent Obligations except:

          (a) endorsements for collection or deposit in the ordinary course of
business;

          (b) Permitted Swap Obligations;

          (c) Contingent Obligations (x) of the Company and its Subsidiaries
existing as of the Closing Date and listed in Schedule 8.08 (other than those
made for the benefit of


                                       68



Excluded Subsidiaries), (y) of the Company with respect to payments to be made
by a Subsidiary of the Company (other than Excluded Subsidiaries) pursuant to
operating leases and contracts not constituting Indebtedness entered into by
such Subsidiary in the ordinary course of business and (z) of the Company's
Subsidiaries pursuant to the Guaranty;

          (d) Contingent Obligations with respect to Surety Instruments incurred
in the ordinary course of business;

          (e) Contingent Obligations of a Person that becomes a Subsidiary
(other than an Excluded Subsidiary) after the date of this Agreement as a result
of a Permitted Acquisition so long as such Contingent Obligation existed at the
time such Person became a Subsidiary and was not created in anticipation
thereof;

          (f) guarantees (other than those made for the benefit of Excluded
Subsidiaries) with respect to permitted Indebtedness and Capital Leases
permitted under Section 8.05;

          (g) Contingent Obligations incurred by the Company in connection with
a Permitted Acquisition; provided that the aggregate maximum amount of such
Contingent Obligations (other than Contingent Obligations incurred in connection
with the Acquisition of any Excluded Subsidiary) does not exceed at any time an
amount equal to the lesser of 10% of the total assets of the Company and its
Subsidiaries on a consolidated basis or 50% of the Tangible Net Worth; and

          (h) Contingent Obligations constituting Investments permitted pursuant
to Section 8.04(p).

     8.09 Lease Obligations. The Company shall not, and shall not suffer or
permit any Subsidiary to, create or suffer to exist any obligations for the
payment of rent for any property under lease or agreement to lease, except for:

          (a) leases of the Company and of Subsidiaries in existence on the
Closing Date and any renewal, extension or refinancing thereof;

          (b) operating leases entered into by the Company or any Subsidiary
after the Closing Date in the ordinary course of business; and

          (c) Capital Leases permitted under Section 8.01(j).

     8.10 Restricted Payments. The Company shall not, and shall not suffer or
permit any Subsidiary to, declare or make any dividend payment or other
distribution of assets, properties, cash, rights, obligations or securities on
account of any shares of any class of its capital stock, or purchase, redeem or
otherwise acquire for value any shares of its capital stock or any warrants,
rights or options to acquire such shares, now or hereafter outstanding; except
that (a) any Wholly-Owned Subsidiary may declare and make dividend payments or
other distributions to the Company or to its immediate parent Subsidiary of the
Company, (b) any Subsidiary that is not a Wholly-Owned Subsidiary may declare
and make pro-rata dividend payments or other pro-rata distributions and (c) the
Company or any of its Subsidiaries may make any repurchase or


                                       69



redemption of its capital stock provided that, in the case of this clause (c),
(i) the Company's Leverage Ratio for the twelve month period most recently ended
with respect to which the Company has delivered financial statements pursuant to
Section 7.01 is less than 2.00 to 1.00 calculated on a pro forma basis
(calculated after giving effect to any such repurchase or redemption and any
Acquisitions consummated during such period and determined in the manner
provided in clause (3) of the definition of Permitted Acquisitions) or (ii) if
such Leverage Ratio is greater than or equal to 2.00 to 1.00, the aggregate
consideration paid by the Company and its Subsidiaries during such period in
connection with all such repurchases and redemptions, including such proposed
repurchase or redemption, plus the aggregate Cash Consideration paid, incurred
or assumed by the Company and its Subsidiaries with respect to all Acquisitions
consummated during such period, shall not exceed $5,000,000.

     8.11 ERISA. The Company shall not, and shall not suffer or permit any of
its Subsidiaries to, (a) terminate any Plan subject to Title IV of ERISA so as
to result in any material (in the opinion of the Majority Lenders) liability to
the Company or any ERISA Affiliate, (b) permit to exist any ERISA Event or any
other event or condition, which presents the risk of a material (in the opinion
of the Majority Lenders) liability to the Company or any ERISA Affiliate, (c)
make a complete or partial withdrawal (within the meaning of ERISA Section 4201)
from any Multiemployer Plan so as to result in any material (in the opinion of
the Majority Lenders) liability to the Company or any ERISA Affiliate, (d) enter
into any new Plan or modify any existing Plan so as to increase its obligations
thereunder which could result in any material (in the opinion of the Majority
Lenders) liability to the Company or any ERISA Affiliate, or (e) permit the
present value of all nonforfeitable accrued benefits under any Plan (using the
actuarial assumptions utilized by the PBGC upon termination of a Plan)
materially (in the opinion of the Majority Lenders) to exceed the fair market
value of Plan assets allocable to such benefits, all determined as of the most
recent valuation date for each such Plan.

     8.12 Change in Business. The Company shall not, and shall not suffer or
permit any Subsidiary to, engage in any material line of business substantially
different from those lines of business, and reasonable extensions thereof,
carried on by the Company and its Subsidiaries taken as a whole on the Closing
Date.

     8.13 Accounting Changes. The Company shall not, and shall not suffer or
permit any Subsidiary to, make any significant change in accounting treatment or
reporting practices, except as required by GAAP or change the fiscal year of the
Company or of any Subsidiary.

     8.14 Minimum Net Worth. The Company shall not permit its consolidated Net
Worth at any time after the Closing Date to be less than an amount equal to the
sum of (a) 85% of the Company's Net Worth as of the last day of its fiscal year
ending December 31, 2005 plus (b) 50% of the Company's positive net income as
determined in accordance with GAAP (with no deduction for net losses), if any,
for each fiscal quarter ending after January 1, 2006 and prior to any date of
determination hereunder plus (c) an amount equal to 100% of the net cash and
non-cash proceeds of any equity securities issued by the Company or its
Subsidiaries (other than to the Company or any Subsidiary) after January 1, 2006
and prior to any date of determination hereunder less (d) the aggregate amount
paid by the Company after January 1, 2006 for any shares of Capital Stock
repurchased or redeemed in accordance with Section 8.10.


                                       70



     8.15 Leverage Ratio. The Company shall not, at any time, permit its
Leverage Ratio to be greater than 2.25:1.0.

     8.16 Fixed Charge Coverage Ratio. The Company shall not, as of the last day
of any fiscal quarter set forth below, permit its Fixed Charge Coverage Ratio
for the four fiscal quarters then ended as of such day (taken as one accounting
period) to be less than the ratio set forth below opposite such quarter:



Fiscal Quarters Ending            Ratio
- ----------------------          ---------
                             
December 31, 2005               1.40:1.0
March 31, 2006 and thereafter   1.45:1.0.


     8.17 No Impairment of Intercompany Transfers. The Company shall not, and
shall not permit any Subsidiary to, directly or indirectly enter into or become
bound by any agreement, instrument, indenture or other obligation (other than
this Agreement and the other Loan Documents) that could directly or indirectly
restrict, prohibit or require the consent of any Person with respect to the
payment of dividends or distributions or the making or repayment of intercompany
loans or the transfer of assets by a Subsidiary of the Company to the Company or
such Subsidiaries' shareholders, except for (1) restrictions with respect to a
Subsidiary imposed pursuant to an agreement entered into for the disposition of
all or substantially all of the equity or Property of such Subsidiary (or the
Property subject to such disposition) permitted under Section 8.02 pending the
closing of such disposition, (2) restrictions on the transfer of assets that are
subject to Liens permitted by Section 8.01 and (3) restrictions on the transfer
of software licenses or similar contracts imposed by the applicable licensor or
similar party.

     8.18 Excluded Subsidiaries. The Company shall not permit any Excluded
Subsidiary to own the capital stock of any Subsidiary that is not an Excluded
Subsidiary.

                                   ARTICLE IX

                                EVENTS OF DEFAULT

     9.01 Event of Default. Any of the following shall constitute an "Event of
Default":

          (a) Non-Payment. The Company fails to pay, (i) when and as required to
be paid herein, any amount of principal of any Loan or of any L/C Obligation, or
(ii) within five (5) days after the same becomes due, any interest, fee or any
other amount payable hereunder or under any other Loan Document;

          (b) Representation or Warranty. Any representation or warranty by the
Company or any Subsidiary made or deemed made herein, in any other Loan
Document, or which is contained in any certificate, document or financial or
other statement by the Company, any Subsidiary, or any Responsible Officer,
furnished at any time under this Agreement, or in or


                                       71



under any other Loan Document, is incorrect in any material respect on or as of
the date made or deemed made;

          (c) Specific Defaults. The Company fails to perform or observe any
term, covenant or agreement contained in any of Section 7.01, 7.02(a), (b), or
(e), 7.03 (a), (b), or (c), 7.04(a) or 7.08 or in Article VIII;

          (d) Other Defaults. The Company or any Subsidiary party thereto fails
to perform or observe any other term or covenant contained in this Agreement or
any other Loan Document, and such default shall continue unremedied for a period
of thirty (30) days after the earlier of (i) the date upon which a Responsible
Officer knew or reasonably should have known of such failure or (ii) the date
upon which written notice thereof is given to the Company by the Agent or any
Lender;

          (e) Cross-Default. (i) The Company or any Subsidiary (A) fails to make
any payment in respect of any Indebtedness or Contingent Obligation (other than
in respect of Swap Contracts), having an aggregate principal amount (including
undrawn committed or available amounts and including amounts owing to all
creditors under any combined or syndicated credit arrangement) of more than
$5,000,000 when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) and such failure continues after the
applicable grace or notice period, if any, specified in the relevant document on
the date of such failure; or (B) fails to perform or observe any other condition
or covenant, or any other event shall occur or condition exist with respect to
the obligations of the Company or such Subsidiary, under any agreement or
instrument relating to any Indebtedness or Contingent Obligation of more than
$5,000,000, and such failure continues after the applicable grace or notice
period, if any, specified in the relevant document on the date of such failure
if the effect of such failure, event or condition is to cause, or to permit the
holder or holders of such Indebtedness or beneficiary or beneficiaries of such
Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause such Indebtedness to be declared to be
due and payable prior to its stated maturity, or such Contingent Obligation to
become payable or cash collateral in respect thereof to be demanded; or (ii)
there occurs under any Swap Contract an Early Termination Date (as defined in
such Swap Contract) resulting from (1) any event of default under such Swap
Contract as to which the Company or any Subsidiary is the Defaulting Party (as
defined in such Swap Contract) or (2) any Termination Event (as so defined) as
to which the Company or any Subsidiary is an Affected Party (as so defined),
and, in either event, the Swap Termination Value owed by the Company or such
Subsidiary as a result thereof is greater than $5,000,000;

          (f) Insolvency; Voluntary Proceedings. The Company or any Subsidiary
(i) ceases or fails to be solvent, or generally fails to pay, or admits in
writing its inability to pay, its debts as they become due, subject to
applicable grace periods, if any, whether at stated maturity or otherwise; (ii)
commences any Insolvency Proceeding with respect to itself; or (iii) takes any
action to effectuate or authorize any of the foregoing;

          (g) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding
is commenced or filed against the Company or any Subsidiary, or any writ,
judgment, warrant of attachment, execution or similar process, is issued or
levied against a substantial part of the


                                       72



Company's or any Subsidiary's properties, and any such proceeding or petition
shall not be dismissed, or such writ, judgment, warrant of attachment, execution
or similar process shall not be released, vacated or fully bonded within sixty
(60) days after commencement, filing or levy; (ii) the Company or any Subsidiary
admits the material allegations of a petition against it in any Insolvency
Proceeding, or an order for relief (or similar order under non-U.S. law) is
ordered in any Insolvency Proceeding; or (iii) the Company or any Subsidiary
acquiesces in the appointment of a receiver, trustee, custodian, conservator,
liquidator, mortgagee in possession (or agent therefor), or other similar Person
for itself or a substantial portion of its property or business;

          (h) ERISA. (i) An ERISA Event shall occur with respect to a Pension
Plan or Multiemployer Plan which has resulted or could reasonably be expected to
result in liability of the Company under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $1,000,000,
(ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans
at any time exceeds $1,000,000; or (iii) the Company or any ERISA Affiliate
shall fail to pay when due, after the expiration of any applicable grace period,
any installment payment with respect to its withdrawal liability under Section
4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of
$1,000,000, or (iv) the Company or any ERISA Affiliate shall fail to pay when
due any required installment or any other payment required under Section 412 of
the Code in an aggregate amount in excess of $1,000,000;

          (i) Monetary Judgments. One or more non-interlocutory judgments,
non-interlocutory orders, decrees or arbitration awards is entered against the
Company or any Subsidiary involving in the aggregate a liability (to the extent
not covered by independent third-party insurance or reinsurance as to which the
insurer does not dispute coverage) as to any single or related series of
transactions, incidents or conditions, of $5,000,000 or more, and the same shall
remain unsatisfied, unvacated and unstayed pending appeal for a period of thirty
(30) days after the entry thereof;

          (j) Non-Monetary Judgments. Any non-monetary judgment, order or decree
is entered against the Company or any Subsidiary which does or would reasonably
be expected to have a Material Adverse Effect, and there shall be any period of
thirty (30) consecutive days during which a stay of enforcement of such judgment
or order, by reason of a pending appeal or otherwise, shall not be in effect;

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

          (l) Guarantor Defaults. Any Guarantor fails in any material respect to
perform or observe any term, covenant or agreement in the Guaranty or the
Guaranty is for any reason partially (including with respect to future advances)
or wholly revoked or invalidated, or otherwise ceases to be in full force and
effect (other than pursuant to the terms thereof), or any Guarantor or any other
Person contests in any manner the validity or enforceability thereof or denies
that it has any further liability or obligation thereunder; or any event
described at clauses (f) or (g) of this Section occurs with respect to such
Guarantor.


                                       73



     9.02 Remedies. If any Event of Default occurs, the Agent shall, at the
request of, or may, with the consent of, the Majority Lenders:

          (a) declare the commitment of each Lender to make Loans and any
obligation of the Issuing Bank to Issue Letters of Credit to be terminated,
whereupon such commitments and obligation shall be terminated;

          (b) declare an amount equal to the maximum aggregate amount that is or
at any time thereafter may become available for drawing under any outstanding
Letters of Credit (whether or not any beneficiary shall have presented, or shall
be entitled at such time to present, the drafts or other documents required to
draw under such Letters of Credit) to be immediately due and payable, and
declare the unpaid principal amount of all outstanding Loans, all interest
accrued and unpaid thereon, and all other amounts owing or payable hereunder or
under any other Loan Document to be immediately due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived by the Company; and

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

provided, however, that upon the occurrence of any event specified in Sections
9.01(f) or (g) (in the case of clause (i) of Section 9.01(g) upon the expiration
of the sixty (60) day period mentioned therein), the obligation of each Lender
to make Loans and any obligation of the Issuing Bank to Issue Letters of Credit
shall automatically terminate and the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall automatically become
due and payable without further act of the Agent, the Issuing Bank or any
Lender.

     9.03 Rights Not Exclusive. The rights provided for in this Agreement and
the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.

                                    ARTICLE X

                                    THE AGENT

     10.01 Appointment and Authorization; "Agent".

          (a) Each Lender hereby irrevocably (subject to Section 10.09) appoints
(and confirms its appointment under the Existing Credit Agreement), designates
and authorizes the Agent to take such action on its behalf under the provisions
of this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere in this Agreement or in any other Loan Document, the Agent
shall not have any duties or responsibilities, except those expressly set forth
herein, nor shall the Agent have or be deemed to have any fiduciary relationship
with any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other


                                       74



Loan Document or otherwise exist against the Agent. Without limiting the
generality of the foregoing sentence, the use of the term "agent" in this
Agreement with reference to the Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

          (b) The Issuing Bank shall act on behalf of the Lenders with respect
to any Letters of Credit issued by it and the documents associated therewith
until such time and except for so long as the Agent may agree at the request of
the Majority Lenders to act for such Issuing Bank with respect thereto;
provided, however, that the Issuing Bank shall have all of the benefits and
immunities (i) provided to the Agent in this Article X with respect to any acts
taken or omissions suffered by the Issuing Bank in connection with Letters of
Credit issued by it or proposed to be issued by it and the application and
agreements for letters of credit pertaining to the Letters of Credit as fully as
if the term "Agent", as used in this Article X, included the Issuing Bank with
respect to such acts or omissions, and (ii) as additionally provided in this
Agreement with respect to the Issuing Bank.

     10.02 Delegation of Duties. The Agent may execute any of its duties under
this Agreement or any other Loan Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.

     10.03 Liability of Agent. None of the Agent-Related Persons shall (i) be
liable to the Lenders for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct), or (ii) be responsible in any manner to any of the Lenders for any
recital, statement, representation or warranty made by the Company or any
Subsidiary or Affiliate of the Company, or any officer thereof, contained in
this Agreement or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Agent under or in connection with, this Agreement or any other Loan Document, or
the validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document, or for any failure of the Company or any
other party to any Loan Document to perform its obligations hereunder or
thereunder. No Agent-Related Person shall be under any obligation to any Lender
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the Company or any
of the Company's Subsidiaries or Affiliates.

     10.04 Reliance by Agent.

          (a) The Agent shall be entitled to rely, and shall be fully protected
in relying, upon any writing, resolution, notice, consent, certificate,
affidavit, letter, telegram, facsimile, telex or telephone message, statement or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to the Company), independent


                                       75



accountants and other experts selected by the Agent. The Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Loan Document unless it shall first receive such advice or concurrence of
the Majority Lenders as it deems appropriate and, if it so requests, it shall
first be indemnified to its satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Majority
Lenders and such request and any action taken or failure to act pursuant thereto
shall be binding upon all of the Lenders.

          (b) For purposes of determining compliance with the conditions
specified in Section 5.01, each Lender that has executed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Agent to such Lender for consent,
approval, acceptance or satisfaction, or required thereunder to be consented to
or approved by or acceptable or satisfactory to the Lender.

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

     10.06 Credit Decision. Each Lender acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Agent hereinafter taken, including any review of the affairs of the
Company and its Subsidiaries, shall be deemed to constitute any representation
or warranty by any Agent-Related Person to any Lender. Each Lender represents to
the Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the
Company and its Subsidiaries, and all applicable lender regulatory laws relating
to the transactions contemplated hereby, and made its own decision to enter into
this Agreement and to extend credit to the Company and its Subsidiaries
hereunder. Each Lender also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Company.
Except for notices, reports and other documents expressly herein required to be
furnished to the Lenders by the Agent, the Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and


                                       76



other condition or creditworthiness of the Company which may come into the
possession of any of the Agent-Related Persons.

     10.07 Indemnification of Agent. Whether or not the transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand the
Agent-Related Persons (to the extent not reimbursed by or on behalf of the
Company and without limiting the obligation of the Company to do so), pro rata,
from and against any and all Indemnified Liabilities; provided, however, that no
Lender shall be liable for the payment to the Agent-Related Persons of any
portion of such Indemnified Liabilities resulting solely from such Person's
gross negligence or willful misconduct. Without limitation of the foregoing,
each Lender shall reimburse the Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent
in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that the Agent is not
reimbursed for such expenses by or on behalf of the Company. The undertaking in
this Section shall survive the payment of all Obligations hereunder and the
resignation or replacement of the Agent.

     10.08 Agent in Individual Capacity. Bank of America and its Affiliates may
make loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with the Company and its
Subsidiaries and Affiliates as though Bank of America were not the Agent or the
Issuing Lender hereunder and without notice to or consent of the Lenders. The
Lenders acknowledge that, pursuant to such activities, Bank of America or its
Affiliates may receive information regarding the Company or its Affiliates
(including information that may be subject to confidentiality obligations in
favor of the Company or such Subsidiary) and acknowledge that the Agent shall be
under no obligation to provide such information to them. With respect to its
Loans, Bank of America shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not
the Agent.

     10.09 Successor Agent. The Agent may, and at the request of the Majority
Lenders shall, resign as Agent upon thirty (30) days' notice to the Lenders. If
the Agent resigns under this Agreement, the Majority Lenders shall appoint from
among the Lenders a successor agent for the Lenders which successor agent shall
be approved by the Company. If no successor agent is appointed prior to the
effective date of the resignation of the Agent, the Agent may appoint, after
consulting with the Lenders and the Company, a successor agent from among the
Lenders. Upon the acceptance of its appointment as successor agent hereunder,
such successor agent shall succeed to all the rights, powers and duties of the
retiring Agent and the term "Agent" shall mean such successor agent and the
retiring Agent's appointment, powers and duties as Agent shall be terminated.
After any retiring Agent's resignation hereunder as Agent, the provisions of
this Article X and Sections 11.04 and 11.05 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent under this
Agreement. If no successor agent has accepted appointment as Agent by the date
which is thirty (30) days following a retiring Agent's notice of resignation,
the retiring Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Agent hereunder until
such time, if any, as the Majority Lenders appoint a successor agent as provided
for above. Notwithstanding


                                       77



the foregoing, however, Bank of America may not be removed as the Agent at the
request of the Majority Lenders unless Bank of America shall also simultaneously
be replaced as "Issuing Bank" hereunder pursuant to documentation in form and
substance reasonably satisfactory to Bank of America.

     10.10 Withholding Tax.

          (a) [RESERVED].

          (b) If any Lender claims exemption from, or reduction of, withholding
tax under a United States tax treaty by providing IRS Form W-8BEN and such
Lender sells, assigns, grants a participation in, or otherwise transfers all or
part of the Obligations of the Company to such Lender, such Lender agrees to
notify the Agent of the percentage amount in which it is no longer the
beneficial owner of Obligations of the Company to such Lender. To the extent of
such percentage amount, the Agent will treat such Lender's IRS Form W-8BEN as no
longer valid.

          (c) If any Lender claiming exemption from United States withholding
tax by filing IRS Form W-8ECI with the Agent sells, assigns, grants a
participation in, or otherwise transfers all or part of the Obligations of the
Company to such Lender, such Lender agrees to undertake sole responsibility for
complying with the withholding tax requirements imposed by Sections 1441 and
1442 of the Code.

          (d) If any Lender is entitled to a reduction in the applicable
withholding tax, the Agent may withhold from any interest payment to such Lender
an amount equivalent to the applicable withholding tax after taking into account
such reduction. However, if the forms or other documentation required by clause
(a) of this Section are not delivered to the Agent, then the Agent may withhold
from any interest payment to such Lender not providing such forms or other
documentation an amount equivalent to the applicable withholding tax imposed by
Sections 1441 and 1442 of the Code, without reduction.

          (e) If the IRS or any other Governmental Authority of the United
States or other jurisdiction asserts a claim that the Agent did not properly
withhold tax from amounts paid to or for the account of any Lender (because the
appropriate form was not delivered or was not properly executed, or because such
Lender failed to notify the Agent of a change in circumstances which rendered
the exemption from, or reduction of, withholding tax ineffective, or for any
other reason) such Lender shall indemnify the Agent fully for all amounts paid,
directly or indirectly, by the Agent as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction on the amounts
payable to the Agent under this Section, together with all costs and expenses
(including Attorney Costs). The obligation of the Lenders under this Section
shall survive the payment of all Obligations and the resignation or replacement
of the Agent.

     10.11 Guaranty Matters. The Lenders irrevocably authorize the Agent, at its
option and in its discretion to release any Guarantor from its obligations under
the Guaranty if such Person ceases to be a Subsidiary as a result of a
transaction permitted hereunder. Upon request by the


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Agent at any time, the Majority Lenders will confirm in writing the Agent's
authority to release any Guarantor from its obligations under the Guaranty
pursuant to this Section 10.11.

                                   ARTICLE XI

                                  MISCELLANEOUS

     11.01 Amendments and Waivers. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent to any departure by
the Company or any other Guarantor therefrom, shall be effective unless in
writing signed by the Majority Lenders and the Company or the applicable
Guarantor, as the case may be, and acknowledged by the Agent, and each such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment,
waiver or consent shall:

          (a) waive any condition set forth in Section 5.01 (except for 5.01(e))
without the written consent of each Lender;

          (b) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 9.02) without the written consent of
such Lender;

          (c) postpone any date fixed by this Agreement or any other Loan
Document for any payment (other than pursuant to Section 2.07) of principal,
interest, fees or other amounts due to the Lenders (or any of them) hereunder or
under any other Loan Document without the written consent of each Lender
directly affected thereby;

          (d) reduce the principal of, or the rate of interest specified herein
on, any Loan or L/C Borrowing, or (subject to clause (v) of the second proviso
to this Section 11.01) any fees or other amounts payable hereunder or under any
other Loan Document without the written consent of each Lender directly affected
thereby; provided, however, that only the consent of the Majority Lenders shall
be necessary (i) to amend the definition of "Default Rate" or to waive any
obligation of the Company to pay interest at the Default Rate or (ii) to amend
any financial covenant hereunder (or any defined term used therein) if the
effect of such amendment would be to reduce the rate of interest on any Loan or
L/C Borrowing or to reduce any fee payable hereunder; or

          (e) change Section 2.14 in a manner that would alter the pro rata
sharing of payments required thereby without the written consent of each Lender;

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

          (g) release any Guarantor (other than pursuant to this Agreement or
the Guaranty) from the Guaranty without the written consent of each Lender
except as otherwise may be provided in this Agreement or in the Guaranty or
except where the consent of the Majority Lenders only is provided for;


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and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Issuing Bank in addition to the Lenders required
above, affect the rights or duties of the Issuing Bank under this Agreement or
any Letter of Credit Application relating to any Letter of Credit issued or to
be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the Swing Line Bank in addition to the Lenders required above,
affect the rights or duties of the Swing Line Bank under this Agreement; (iii)
no amendment, waiver or consent shall, unless in writing and signed by the Agent
in addition to the Lenders required above, affect the rights or duties of the
Agent under this Agreement or any other Loan Document; (iv) Section 11.08(g) may
not be amended, waived or otherwise modified without the consent of each
Granting Lender all or any part of whose Loans are being funded by an SPC at the
time of such amendment, waiver or other modification; and (v) the Fee Letter may
be amended, or rights or privileges thereunder waived, in a writing executed
only by the parties thereto. Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not
be increased or extended without the consent of such Lender.

     11.02 Notices; Effectiveness; Electronic Communication.

          (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:

               (i) if to the Company, the Agent, the Issuing Bank or the Swing
     Line Bank, to the address, telecopier number, electronic mail address or
     telephone number specified for such Person on Schedule 11.02; and

               (ii) if to any other Lender, to the address, telecopier number,
     electronic mail address or telephone number specified in its Administrative
     Questionnaire.

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

          (b) Electronic Communications. Notices and other communications to the
Lenders and the Issuing Bank hereunder may be delivered or furnished by
electronic communication (including e-mail and Internet or intranet websites)
pursuant to procedures approved by the Agent, provided that the foregoing shall
not apply to notices to any Lender or the Issuing Bank pursuant to Article II if
such Lender or the Issuing Bank, as applicable, has notified the Agent that it
is incapable of receiving notices under such Article by electronic


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communication. The Agent or the Company may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it, provided that approval of such procedures
may be limited to particular notices or communications.

Unless the Agent otherwise prescribes, (i) notices and other communications sent
to an e-mail address shall be deemed received upon the sender's receipt of an
acknowledgement from the intended recipient (such as by the "return receipt
requested" function, as available, return e-mail or other written
acknowledgement), provided that if such notice or other communication is not
sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

          (c) Change of Address, Etc. Each of the Company, the Agent, the
Issuing Bank and the Swing Line Bank may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to the
other parties hereto. Each other Lender may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to the
Company, the Agent, the Issuing Bank and the Swing Line Bank.

          (d) Reliance by Agent, Issuing Bank and Lenders. The Agent, the
Issuing Bank and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Borrowing Notices) purportedly given by or on behalf of
the Company even if (i) such notices were not made in a manner specified herein,
were incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. The Company shall indemnify the
Indemnified Parties from all losses, costs, expenses and liabilities resulting
from the reliance by such Person on each notice purportedly given by or on
behalf of the Company. All telephonic notices to and other telephonic
communications with the Agent may be recorded by the Agent, and each of the
parties hereto hereby consents to such recording.

     11.03 No Waiver; Cumulative Remedies. No failure to exercise and no delay
in exercising, on the part of the Agent or any Lender, any right, remedy, power
or privilege hereunder, shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege.

     11.04 Costs and Expenses. The Company shall:

          (a) whether or not the transactions contemplated hereby are
consummated, pay or reimburse Bank of America (including in its capacity as
Agent and Issuing Bank) within five (5) Business Days after demand (subject to
Section 5.01(e)) for all reasonable and customary out-of-pocket costs and
expenses incurred by Bank of America (including in its capacity as Agent and
Issuing Bank) in connection with the development, preparation, delivery,


                                       81



administration (including, without limitation, field examinations) and execution
of, and any amendment, supplement, waiver or modification to (in each case,
whether or not consummated), this Agreement, any Loan Document and any other
documents prepared in connection herewith or therewith, and the consummation of
the transactions contemplated hereby and thereby, including reasonable Attorney
Costs incurred by Bank of America (including in its capacity as Agent and
Issuing Bank) with respect thereto; and

          (b) pay or reimburse the Agent and each Lender within five (5)
Business Days after demand (subject to Section 5.01(e)) for all costs and
expenses (including Attorney Costs) incurred by them in connection with the
enforcement, attempted enforcement, or preservation of any rights or remedies
under this Agreement or any other Loan Document during the existence of an Event
of Default or after acceleration of the Loans (including in connection with any
"workout" or restructuring regarding the Loans, and including in any Insolvency
Proceeding or appellate proceeding).

     11.05 Company Indemnification. Whether or not the transactions contemplated
hereby are consummated, the Company shall indemnify, defend and hold the
Agent-Related Persons, and each Lender and each of its respective Affiliates,
partners, officers, directors, employees, counsel, agents, advisors and
attorneys-in-fact (each, an "Indemnified Person") harmless from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, charges, expenses and disbursements (including Attorney
Costs) of any kind or nature whatsoever which may at any time (including at any
time following repayment of the Loans, the termination of the Letters of Credit
and the termination, resignation or replacement of the Agent or replacement of
any Lender) be imposed on, incurred by or asserted against any such Person in
any way relating to or arising out of the Company entering into this Agreement
or any document contemplated by or referred to herein, or the transactions
contemplated hereby, or any action taken or omitted by any such Person under or
in connection with any of the foregoing, including with respect to any
investigation, litigation or proceeding (including any Insolvency Proceeding or
appellate proceeding) related to or arising out of any act or failure to act of
the Company or any of its Subsidiaries in connection with this Agreement or the
Loans or Letters of Credit the use of the proceeds thereof, whether or not any
Indemnified Person is a party thereto (all the foregoing, collectively, the
"Indemnified Liabilities"); provided, that the Company shall have no obligation
hereunder to any Indemnified Person with respect to Indemnified Liabilities
resulting from the gross negligence or willful misconduct of such Indemnified
Person. The agreements in this Section shall survive payment of all other
Obligations.

     11.06 Payments Set Aside. To the extent that the Company makes a payment to
the Agent or the Lenders, or the Agent or the Lenders exercise their right of
set-off, and such payment or the proceeds of such set-off or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by the
Agent or such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any Insolvency Proceeding or otherwise, then
(a) to the extent of such recovery the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to the Agent upon demand its pro rata share
of any amount so recovered from or repaid by the Agent. The


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obligations of the Lenders and the Issuing Bank under clause (b) of the
preceding sentence shall survive the payment in full of the Obligations and the
termination of this Agreement.

     11.07 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that the Company may not assign
or otherwise transfer any of its rights or obligations hereunder without the
prior written consent of the Agent and each Lender and no Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (i) to an
Eligible Assignee in accordance with the provisions of Section 11.08, (ii) by
way of participation in accordance with the provisions of Section 11.08, or
(iii) by way of pledge or assignment of a security interest subject to the
restrictions of Section 11.08, or (iv) to an SPC in accordance with the
provisions of Section 11.08 (and any other attempted assignment or transfer by
any party hereto shall be null and void). Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in Section 11.08 and, to the extent expressly
contemplated hereby, the Indemnitees) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

     11.08 Assignments by Lenders.

          (a) Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans (including for
purposes of this subsection (a), participations in L/C Obligations and in Swing
Line Loans) at the time owing to it); provided that (i) except in the case of an
assignment of the entire remaining amount of the assigning Lender's Commitment
and the Loans at the time owing to it or in the case of an assignment to a
Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender,
the aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the Commitment is not then in effect, the
principal outstanding balance of the Loans of the assigning Lender subject to
each such assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Agent or, if the "Trade
Date" is specified in the Assignment and Assumption, as of the Trade Date, shall
not be less than $5,000,000 unless each of the Agent, and so long as no Default
or Event of Default has occurred and is continuing, the Company otherwise
consents (each such consent not to be unreasonably withheld or delayed); (ii)
each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender's rights and obligations under this Agreement with
respect to the Loans or the Commitment assigned, except that this clause (ii)
shall not apply to rights in respect of Swing Line Loans; (iii) any assignment
of a Commitment must be approved by the Agent, the Issuing Bank and the Swing
Line Bank unless the Person that is the proposed assignee is itself a Lender
(whether or not the proposed assignee would otherwise qualify as an Eligible
Assignee); and (iv) the parties to each assignment shall execute and deliver to
the Agent an Assignment and Assumption, together with a processing and
recordation fee of $2,500, and the Eligible Assignee, if it shall not be a
Lender, shall deliver to the Agent an Administrative Questionnaire. Subject to
acceptance and recording thereof by the Agent pursuant to this Section 11.08,
from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the


                                       83



assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto) but shall continue to be entitled to the
benefits of Sections 4.01, 4.03, 4.04, 11.04 and 11.05 with respect to facts and
circumstances occurring prior to the effective date of such assignment. Upon
request, the Company (at its expense) shall execute and deliver a Note to the
assignee Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this subsection shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with Section 11.08(d).

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

          (c) Participations. Any Lender may at any time, without the consent
of, or notice to, the Company or the Agent, sell participations to any Person
(other than a natural person or the Company or any of the Company's Affiliates
or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans (including such Lender's participations in L/C
Obligations and/or Swing Line Loans) owing to it); provided that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Company, the Agent, the Lenders
and the Issuing Bank shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement.

     Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 11.01 that affects such Participant. Subject to subsection (d) of this
Section, the Company agrees that each Participant shall be entitled to the
benefits of Sections 4.01, 4.03 and 4.04 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 11.10 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.14 as though it were a
Lender.


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          (d) Limitations upon Participant Rights. A Participant shall not be
entitled to receive any greater payment under Article IV than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Company's prior written consent. A Participant that
would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 4.01 unless the Company is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the
Company, to comply with Section 4.01 and Section 10.10 as though it were a
Lender.

          (e) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

          (f) Electronic Execution of Assignments. The words "execution,"
"signed," "signature," and words of like import in any Assignment and Assumption
shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the Illinois Electronic Commerce Security Act, or any
other similar state laws based on the Uniform Electronic Transactions Act.

          (g) Special Purpose Funding Vehicles. Notwithstanding anything to the
contrary contained herein, any Lender (a "Granting Lender") may grant to a
special purpose funding vehicle identified as such in writing from time to time
by the Granting Lender to the Agent and the Company (an "SPC") the option to
provide all or any part of any Revolving Loan that such Granting Lender would
otherwise be obligated to make pursuant to this Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPC to fund any Revolving
Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails
to make all or any part of such Revolving Loan, the Granting Lender shall be
obligated to make such Revolving Loan pursuant to the terms hereof. Each party
hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by
any SPC of such option shall increase the costs or expenses or otherwise
increase or change the obligations of the Company under this Agreement
(including its obligations under Sections 4.01, 4.03 and 4.04), (ii) no SPC
shall be liable for any indemnity or similar payment obligation under this
Agreement for which a Lender would be liable, and (iii) the Granting Lender
shall for all purposes, including the approval of any amendment, waiver or other
modification of any provision of any Loan Document, remain the lender of record
hereunder. The making of a Revolving Loan by an SPC hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Revolving
Loan were made by such Granting Lender. In furtherance of the foregoing, each
party hereto hereby agrees (which agreement shall survive the termination of
this Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior debt of any
SPC, it will not institute against, or join any other Person in instituting
against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or
liquidation proceeding under the laws of


                                       85



the United States or any State thereof. Notwithstanding anything to the contrary
contained herein, any SPC may (i) with notice to, but without prior consent of
the Company and the Agent and with the payment of a processing fee of $3,500,
assign all or any portion of its right to receive payment with respect to any
Revolving Loan to the Granting Lender and (ii) disclose on a confidential basis
any non-public information relating to its funding of Revolving Loans to any
rating agency, commercial paper dealer or provider of any surety or Guarantee or
credit or liquidity enhancement to such SPC.

          (h) Resignation as Issuing Bank or Swing Line Bank after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time Bank
of America assigns all of its Commitment and Loans pursuant to subsection (b)
above, Bank of America may, (i) upon thirty (30) days' notice to the Company and
the Lenders, resign as Issuing Bank and/or (ii) upon thirty (30) days' notice to
the Company, resign as Swing Line Bank. In the event of any such resignation as
Issuing Bank or Swing Line Bank, the Company shall be entitled to appoint from
among the Lenders a successor Issuing Bank or Swing Line Bank hereunder;
provided, however, that no failure by the Company to appoint any such successor
shall affect the resignation of Bank of America as Issuing Bank or Swing Line
Bank, as the case may be. If Bank of America resigns as Issuing Bank, it shall
retain all the rights and obligations of the Issuing Bank hereunder with respect
to all Letters of Credit outstanding as of the effective date of its resignation
as Issuing Bank and all L/C Obligations with respect thereto (including the
right to require the Lenders to make Base Rate Revolving Loans or fund risk
participations in pursuant to Section 3.03(c)). If Bank of America resigns as
Swing Line Bank, it shall retain all the rights of the Swing Line Bank provided
for hereunder with respect to Swing Line Loans made by it and outstanding as of
the effective date of such resignation, including the right to require the
Lenders to make Base Rate Loans or fund risk participations in outstanding Swing
Line Loans pursuant to Section 2.03(b)(ii).

     11.09 Confidentiality. Each of the Agent and the Lender agrees to take and
to cause its Affiliates to take normal and reasonable precautions and exercise
due care to maintain the confidentiality of all information identified as
"confidential" or "secret" by the Company and provided to it or to which it
otherwise is granted access by the Company or any Subsidiary, or by the Agent on
the Company's or such Subsidiary's behalf, under this Agreement or any other
Loan Document, and neither it nor any of its Affiliates shall use any such
information other than in connection with or in enforcement of this Agreement
and the other Loan Documents or in connection with other business now or
hereafter existing or contemplated with the Company or any Subsidiary or to
disclose it to any third person; except to the extent such information (i) was
or becomes generally available to the public other than as a result of
disclosure by the Lender or the Agent, or (ii) was or becomes available on a
non-confidential basis from a source other than the Company, provided that such
source is not bound by a confidentiality agreement with the Company known to the
Lender or the Agent; provided, however, that any Lender or the Agent may
disclose such information (A) at the request or pursuant to any requirement of
any Governmental Authority to which the Lender or the Agent is subject or in
connection with an examination of such Lender or the Agent by any such
authority; (B) pursuant to subpoena or other court process; (C) when required to
do so in accordance with the provisions of any applicable Requirement of Law;
(D) to the extent reasonably required in connection with any litigation or
proceeding to which the Agent, any Lender or their respective Affiliates may be
party; (E) to the extent reasonably required in connection with the exercise of
any remedy


                                       86



hereunder or under any other Loan Document; (F) to such Lender's or the Agent's
independent auditors and other professional advisors; (G) to any Participant or
Eligible Assignee, actual or potential, provided that such Person agrees in
writing to keep such information confidential to the same extent required of the
Lenders hereunder; (H) as to any Lender the Agent or its respective Affiliate,
as expressly permitted under the terms of any other document or agreement
regarding confidentiality to which the Company or any Subsidiary is party or is
deemed party with such Lender or such Affiliate; and (I) to its Affiliates;
provided that such Lender or the Agent shall provide notice to the Company of
any requirement to disclose to a person who does not have an obligation to such
Lender (or pursuant to applicable law or applicable court order) to keep such
information confidential (it being understood and agreed that the failure to
provide such notice shall not constitute a violation by such Lender of this
Section 11.09).

     11.10 Set-off. In addition to any rights and remedies of the Lenders
provided by law, if an Event of Default exists or the Loans have been
accelerated, each Lender is authorized at any time and from time to time,
without prior notice to the Company, any such notice being waived by the Company
to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held by, and other indebtedness at any time owing by, such Lender to or for the
credit or the account of the Company against any and all Obligations owing to
such Lender, now or hereafter existing, irrespective of whether or not the Agent
or such Lender shall have made demand under this Agreement or any Loan Document
and although such Obligations may be contingent or unmatured. Each Lender agrees
promptly to notify the Company and the Agent after any such set-off and
application made by such Lender; provided, however, that the failure to give
such notice shall not affect the validity of such set-off and application.

     11.11 Notification of Addresses, Lending Offices, Etc. Each Lender shall
notify the Agent in writing of any changes in the address to which notices to
the Lender should be directed, of addresses of any Lending Office, of payment
instructions in respect of all payments to be made to it hereunder and of such
other administrative information as the Agent shall reasonably request.

     11.12 Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.

     11.13 Severability. The illegality or unenforceability of any provision of
this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any instrument or agreement required hereunder.

     11.14 No Third Parties Benefited. This Agreement is made and entered into
for the sole protection and legal benefit of the Company, the Lenders, the Agent
and the Agent-Related Persons, and their permitted successors and assigns, and
no other Person shall be a direct or indirect legal beneficiary of, or have any
direct or indirect cause of action or claim in connection with, this Agreement
or any of the other Loan Documents.

     11.15 Governing Law and Jurisdiction.


                                       87



          (a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS; PROVIDED THAT THE PARTIES
SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS OR
OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE AGENT AND THE LENDERS
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH OF THE COMPANY, THE AGENT AND THE LENDERS
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE COMPANY, THE AGENT AND THE
LENDERS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS,
WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY ILLINOIS LAW.

     11.16 Waiver of Jury Trial. THE COMPANY, THE LENDERS AND THE AGENT EACH
WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION,
PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST
ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE COMPANY, THE
LENDERS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE
PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED
BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING
WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

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


                                       88



     11.18 Amendment and Restatement. This Agreement amends and restates in its
entirety the Existing Credit Agreement effective upon the satisfaction or waiver
of the conditions set forth in Section 5.01 hereof, at which time this Agreement
shall supersede the terms of the Existing Credit Agreement. Upon the
satisfaction or waiver of such conditions, the Lenders and the "Collateral
Agent" (as defined in the Existing Credit Agreement) agree that all of the liens
and security interests securing the "Obligations" as defined in the Existing
Credit Agreement which were granted to the Collateral Agent pursuant to the
"Collateral Documents" (as defined therein) shall be thereupon terminated, and
the Lenders shall be deemed to have authorized the Collateral Agent, and the
Collateral Agent shall thereupon promptly undertake, to execute such release and
termination documents with respect to such liens and security interests as may
be requested by the Company and are in form and substance acceptable to the
Collateral Agent.

     11.19 Entire Agreement. This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the Company,
the Lenders and the Agent, and supersedes all prior or contemporaneous
agreements and understandings of such Persons, verbal or written, relating to
the subject matter hereof and thereof.

                            [Signature Pages Follow]


                                       89



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in Chicago, Illinois by their proper and duly
authorized officers as of the day and year first above written.

                                        CBIZ, INC.


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


                                        BANK OF AMERICA, N.A., AS AGENT


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


                                        BANK OF AMERICA, N.A., INDIVIDUALLY
                                        AS A LENDER AND AS THE ISSUING BANK


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

                       Signature Page to Credit Agreement



                                        FIFTH THIRD BANK, AS A LENDER


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

                       Signature Page to Credit Agreement



                                        HUNTINGTON NATIONAL BANK, AS A LENDER


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

                       Signature Page to Credit Agreement



                                        U.S. BANK NATIONAL ASSOCIATION,
                                        AS A LENDER


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

                       Signature Page to Credit Agreement



                                        KEYBANK NATIONAL ASSOCIATION,
                                        AS A LENDER


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

                       Signature Page to Credit Agreement

Exhibit 99.1

FOR IMMEDIATE RELEASE		CONTACT:		Ware Grove
				Chief Financial Officer
				-or-
				Lori Novickis
				Director, Corporate Relations
				CBIZ, Inc.
				Cleveland, Ohio
				(216) 447-9000

CBIZ REPORTS FULL-YEAR 2005 RESULTS; RECORDS $0.28 PER DILUTED SHARE

FULL-YEAR REVENUE GROWS 10.8%; SAME-UNIT REVENUE GROWS 6.2%

Cleveland, Ohio (February 14, 2006)—CBIZ, Inc. (NASDAQ: CBIZ) today announced fourth-quarter and full-year results for the year ended December 31, 2005.

CBIZ reported revenue of $132.1 million for the fourth quarter ended December 31, 2005, an increase of $12.2 million over $119.9 million reported for the fourth quarter of 2004. Same-unit revenue for the quarter increased by 5.8%, or $7.0 million. Revenue from newly acquired businesses contributed $5.2 million to revenue growth in the fourth quarter of 2005. The Company reported net income from continuing operations of $3.7 million, or $0.05 per diluted share, compared with $3.2 million reported for the fourth quarter a year ago, or $0.04 per diluted share.

For the year ended December 31, 2005, CBIZ reported revenue of $559.3 million, an increase of 10.8%, or $54.4 million, compared with $504.9 million for 2004. Same-unit revenue for the year increased by 6.2%, or $31.3 million. Newly acquired operations increased revenue by $23.7 million, while operations divested since a year ago resulted in a revenue decline of $0.6 million. Net income from continuing operations for 2005 was $21.6 million, or $0.28 per diluted share, compared to $21.3 million, or $0.26 per diluted share for 2004.

Fourth-quarter and full-year results for 2004 have been restated to reflect the impact of discontinued operations. Additionally, as previously disclosed, the 2004 results include a tax benefit related to a favorable determination of an IRS audit of prior year tax returns, which increased diluted earnings per share from continuing operations by $0.05 for the fourth quarter and full year in 2004.

As of December 31, 2005, the amount outstanding on bank debt was $32.2 million, compared to $53.9 million for the year ended 2004. During 2005, through open market transactions, CBIZ purchased a total of 3.8 million shares of its common stock at a total cost of $16.7 million. The Company also completed three acquisitions during 2005, and has announced two additional acquisitions in January 2006.

CBIZ was recently authorized by its Board of Directors to repurchase up to five million additional shares of its common stock through March 31, 2007. Also, on February 13, 2006, the Company established a new $100 million unsecured credit facility, which replaced an existing $100 million secured credit facility. The new facility provides for lower borrowing costs, and will allow greater flexibility for the Company’s acquisition and share repurchase activities.

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6050 Oak Tree Boulevard, South · Suite 500 · Cleveland, OH 44131 · Phone (216) 447-9000 · Fax (216) 447-9007