PUBLISHED CUSIP NUMBER: 04226MAA9

                             [WACHOVIA LOGO OMITTED]

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

                                  $825,000,000

                                CREDIT AGREEMENT

                                      among

                              ARMOR HOLDINGS, INC.,
                                  as Borrower,

               THE MATERIAL DOMESTIC SUBSIDIARIES OF THE BORROWER
                        FROM TIME TO TIME PARTIES HERETO,
                                 as Guarantors,

                           THE LENDERS PARTIES HERETO,

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                             as Administrative Agent

                              BANK OF AMERICA, N.A.
                                       and
                                 SUNTRUST BANK,
                            as Co-Syndication Agents

                          KEY BANK NATIONAL ASSOCIATION
                                       and
                              JPMORGAN CHASE BANK,
                           as Co-Documentation Agents

                            Dated as of May 25, 2006

                         WACHOVIA CAPITAL MARKETS, LLC,
                   as Sole Lead Arranger and Sole Book Runner

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


                                        Prepared by:
                                                     ---------------------------

                                        [MOORE&VANALLEN LOGO OMITTED]



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE I DEFINITIONS....................................................      1
   Section 1.1   Defined Terms...........................................      1
   Section 1.2   Other Definitional Provisions...........................     32
   Section 1.3   Accounting Terms........................................     32
   Section 1.4   Time References.........................................     33

ARTICLE II THE LOANS; AMOUNT AND TERMS...................................     33
   Section 2.1   Revolving Loans.........................................     33
   Section 2.2   Term Loan A.............................................     35
   Section 2.2A  Interim Term Loan.......................................     37
   Section 2.3   Letter of Credit Subfacility............................     38
   Section 2.4   Swingline Loan Subfacility..............................     41
   Section 2.5   Fees....................................................     43
   Section 2.6   Commitment Reductions...................................     44
   Section 2.7   Prepayments.............................................     44
   Section 2.8   Default Rate and Payment Dates..........................     47
   Section 2.9   Conversion Options......................................     48
   Section 2.10  Computation of Interest and Fees; Usury.................     49
   Section 2.11  Pro Rata Treatment and Payments.........................     50
   Section 2.12  Non-Receipt of Funds by the Administrative Agent........     52
   Section 2.13  Inability to Determine Interest Rate....................     53
   Section 2.14  Illegality..............................................     53
   Section 2.15  Requirements of Law.....................................     54
   Section 2.16  Indemnity...............................................     55
   Section 2.17  Taxes...................................................     56
   Section 2.18  Indemnification; Nature of Issuing Lender's Duties......     58
   Section 2.19  Replacement of Lenders..................................     59

ARTICLE III REPRESENTATIONS AND WARRANTIES...............................     60
   Section 3.1   Financial Condition.....................................     60
   Section 3.2   No Change...............................................     61
   Section 3.3   Corporate Existence; Compliance with Law................     61
   Section 3.4   Corporate Power; Authorization; Enforceable
                 Obligations.............................................     61
   Section 3.5   No Legal Bar; No Default................................     62
   Section 3.6   No Material Litigation..................................     62
   Section 3.7   Investment Company Act; etc.............................     62
   Section 3.8   Margin Regulations......................................     62
   Section 3.9   ERISA...................................................     63
   Section 3.10  Environmental Matters...................................     63
   Section 3.11  Use of Proceeds.........................................     64
   Section 3.12  Subsidiaries; Joint Ventures; Partnerships..............     65
   Section 3.13  Ownership...............................................     65
   Section 3.14  Indebtedness............................................     65
   Section 3.15  Taxes...................................................     65
   Section 3.16  Intellectual Property Rights............................     66


                                        i



   Section 3.17  Solvency................................................     67
   Section 3.18  Investments.............................................     67
   Section 3.19  Location of Collateral..................................     67
   Section 3.20  No Burdensome Restrictions..............................     67
   Section 3.21  Brokers' Fees...........................................     67
   Section 3.22  Labor Matters...........................................     68
   Section 3.23  Accuracy and Completeness of Information................     68
   Section 3.24  Material Contracts......................................     68
   Section 3.25  Insurance...............................................     69
   Section 3.26  Security Documents......................................     69
   Section 3.27  Classification of Senior Indebtedness...................     69
   Section 3.28  Anti-Terrorism Laws.....................................     69
   Section 3.29  Compliance with OFAC Rules and Regulations..............     69
   Section 3.30  Compliance with FCPA....................................     70
   Section 3.31  Consent; Governmental Authorizations....................     70

ARTICLE IV CONDITIONS PRECEDENT..........................................     70
   Section 4.1   Conditions to Closing Date..............................     70
   Section 4.2   Conditions to All Extensions of Credit..................     75

ARTICLE V AFFIRMATIVE COVENANTS..........................................     76
   Section 5.1   Financial Statements....................................     77
   Section 5.2   Certificates; Other Information.........................     78
   Section 5.3   Payment of Taxes and Other Obligations..................     79
   Section 5.4   Conduct of Business and Maintenance of Existence........     80
   Section 5.5   Maintenance of Property; Insurance......................     80
   Section 5.6   Inspection of Property; Books and Records; Discussions..     81
   Section 5.7   Notices.................................................     81
   Section 5.8   Environmental Laws......................................     82
   Section 5.9   Financial Covenants.....................................     83
   Section 5.10  Additional Guarantors...................................     84
   Section 5.11  Compliance with Law.....................................     84
   Section 5.12  Pledged Assets..........................................     84
   Section 5.13  Federal Assignment of Claims Act........................     85
   Section 5.14  Landlord Waivers........................................     85
   Section 5.15  Post-Closing Requirements; Further Assurances...........     85

ARTICLE VI NEGATIVE COVENANTS............................................     86
   Section 6.1   Indebtedness............................................     86
   Section 6.2   Liens...................................................     88
   Section 6.3   Nature of Business......................................     88
   Section 6.4   Consolidation, Merger, Sale or Purchase of Assets, etc..     89
   Section 6.5   Advances, Investments and Loans.........................     90
   Section 6.6   Transactions with Affiliates............................     90
   Section 6.7   Ownership of Subsidiaries; Restrictions.................     90
   Section 6.8   Corporate Changes; Material Contracts...................     91
   Section 6.9   Limitation on Restricted Actions........................     91
   Section 6.10  Restricted Payments.....................................     91


                                       ii



   Section 6.11  Amendment of Subordinated Debt..........................     92
   Section 6.12  Sale Leasebacks.........................................     92
   Section 6.13  No Further Negative Pledges.............................     92
   Section 6.14  Account Control Agreements; Additional Bank Accounts....     93

ARTICLE VII EVENTS OF DEFAULT............................................     93
   Section 7.1   Events of Default.......................................     93
   Section 7.2   Acceleration; Remedies..................................     96

ARTICLE VIII THE ADMINISTRATIVE AGENT....................................     97
   Section 8.1   Appointment.............................................     97
   Section 8.2   Delegation of Duties....................................     97
   Section 8.3   Exculpatory Provisions..................................     98
   Section 8.4   Reliance by Administrative Agent........................     98
   Section 8.5   Notice of Default.......................................     99
   Section 8.6   Non-Reliance on Administrative Agent and Other Lenders..     99
   Section 8.7   Indemnification.........................................     99
   Section 8.8   Administrative Agent in Its Individual Capacity.........    100
   Section 8.9   Successor Administrative Agent..........................    100
   Section 8.10  Other Agents............................................    101
   Section 8.11  Nature of Duties........................................    101
   Section 8.12  Releases................................................    101

ARTICLE IX MISCELLANEOUS.................................................    101
   Section 9.1   Amendments, Waivers and Release of Collateral...........    101
   Section 9.2   Notices.................................................    104
   Section 9.3   No Waiver; Cumulative Remedies..........................    106
   Section 9.4   Survival of Representations and Warranties..............    106
   Section 9.5   Payment of Expenses and Taxes...........................    106
   Section 9.6   Successors and Assigns; Participations; Purchasing
                 Lenders.................................................    107
   Section 9.7   Adjustments; Set-off....................................    111
   Section 9.8   Table of Contents and Section Headings..................    112
   Section 9.9   Counterparts............................................    112
   Section 9.10  Effectiveness...........................................    112
   Section 9.11  Severability............................................    112
   Section 9.12  Integration.............................................    112
   Section 9.13  Governing Law...........................................    113
   Section 9.14  Consent to Jurisdiction and Service of Process..........    113
   Section 9.15  Confidentiality.........................................    113
   Section 9.16  Acknowledgments.........................................    114
   Section 9.17  Waivers of Jury Trial; Waiver of Consequential Damages..    115
   Section 9.18  Patriot Act Notice......................................    115
   Section 9.19  Resolution of Drafting Ambiguities......................    115

ARTICLE X GUARANTY.......................................................    115
   Section 10.1  The Guaranty............................................    115
   Section 10.2  Bankruptcy..............................................    116
   Section 10.3  Nature of Liability.....................................    116
   Section 10.4  Independent Obligation..................................    117


                                      iii



   Section 10.5  Authorization...........................................    117
   Section 10.6  Reliance................................................    117
   Section 10.7  Waiver..................................................    118
   Section 10.8  Limitation on Enforcement...............................    119
   Section 10.9  Confirmation of Payment.................................    119


                                       iv



SCHEDULES

Schedule 1.1(a)    Permitted Acquisition
Schedule 1.1(b)    Investments
Schedule 1.1(c)    Liens
Schedule 1.1(d)    Consolidated EBITDA
Schedule 1.1(e)    Existing Letters of Credit
Schedule 3.3       Jurisdictions of Organization and Qualification
Schedule 3.6       Material Litigation
Schedule 3.9       ERISA Matters
Schedule 3.10      Material Environmental Matters
Schedule 3.12      Subsidiaries
Schedule 3.15      Taxes
Schedule 3.16      Material Intellectual Property
Schedule 3.19(a)   Locations
Schedule 3.19(b)   Chief Executive Offices
Schedule 3.21      Brokers' Fees
Schedule 3.22      Labor Matters
Schedule 3.24      Material Contracts
Schedule 3.25      Insurance
Schedule 6.1(b)    Indebtedness
Schedule 7.1(d)    Indebtedness Cross-Default
Schedule 7.1(f)    Bankruptcy Default

EXHIBITS

Exhibit 1.1(a)     Form of Account Designation Letter
Exhibit 1.1(b)     Form of Assignment Agreement
Exhibit 1.1(c)     Form of Account Control Agreement
Exhibit 1.1(d)     Form of Joinder Agreement
Exhibit 1.1(e)     Form of Notice of Borrowing
Exhibit 1.1(f)     Form of Notice of Conversion/Extension
Exhibit 2.1(a)     Form of Funding Indemnity Letter
Exhibit 2.1(e)     Form of Revolving Note
Exhibit 2.2(d)     Form of Term Loan A Note
Exhibit 2.2A(e)    Form of Interim Term Loan Note
Exhibit 2.4(d)     Form of Swingline Note
Exhibit 2.17       Form of Tax Exempt Certificate
Exhibit 4.1(b)     Form of Officer's Certificate
Exhibit 4.1(d)     Form of Landlord Waiver
Exhibit 4.1(g)     Form of Solvency Certificate
Exhibit 4.1(p)     Form of Financial Condition Certificate
Exhibit 4.1(r)     Form of Patriot Act Certificate
Exhibit 5.2(b)     Form of Officer's Compliance Certificate
Exhibit 5.2(g)     Form of Permitted Acquisition Certificate


                                       v



     CREDIT AGREEMENT, dated as of May 25, 2006 among ARMOR HOLDINGS, INC., a
Delaware corporation (the "Borrower"), the Material Domestic Subsidiaries of the
Borrower as are, or may from time to time become parties to this Agreement, as
Guarantors, the several banks and other financial institutions as are, or may
from time to time become parties to this Agreement (each a "Lender" and,
collectively, the "Lenders"), and WACHOVIA BANK, NATIONAL ASSOCIATION, a
national banking association, as administrative agent for the Lenders hereunder
(in such capacity, the "Administrative Agent" or the "Agent").

                                   WITNESSETH:

     WHEREAS, the Credit Parties have requested that the Lenders make loans and
other financial accommodations to the Credit Parties in the amount of up to
$825,000,000, as more particularly described herein; and

     WHEREAS, the Lenders have agreed to make such loans and other financial
accommodations to the Credit Parties on the terms and conditions contained
herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, such parties
hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.1 DEFINED TERMS.

     As used in this Agreement, terms defined in the preamble to this Agreement
have the meanings therein indicated, and the following terms have the following
meanings:

     "ABR Default Rate" shall have the meaning set forth in Section 2.8.

     "Account Control Agreement" shall mean (a) an agreement among a Credit
Party, a depository institution and the Administrative Agent that is either
substantially in the form of Exhibit 1.1(c) or in a form reasonably acceptable
to the Administrative Agent or (b) an agreement among a Credit Party, a
securities intermediary and the Administrative Agent in a form reasonably
acceptable to the Administrative Agent, in each case which provides the
Administrative Agent with "control" (as such term is used in Article 9 of the
Uniform Commercial Code) over the deposit or securities account(s) described
therein, as the same may be amended, modified, restated, amended and restated,
extended, replaced, increased or otherwise supplemented from time to time.



                              ARMOR HOLDINGS, INC.
                                CREDIT AGREEMENT

     "Account Designation Letter" shall mean the Account Designation Letter
dated as of the Closing Date from the Borrower to the Administrative Agent in
substantially the form attached hereto as Exhibit 1.1(a).

     "Acquired Company" shall mean a collective reference to Stewart & Stevenson
Services, Inc., a Texas corporation, and its Subsidiaries.

     "Acquisition" shall mean the acquisition of the outstanding Capital Stock
of Stewart & Stevenson Services, Inc., a Texas corporation, by the Borrower.

     "Acquisition Documents" shall mean (a) that certain Agreement and Plan of
Merger dated as of February 27, 2006 by and among the Borrower, Stewart &
Stevenson Services, Inc., a Texas corporation, and Santana Acquisition Corp. and
(b) any other material agreement, document or instrument executed in connection
with the foregoing, in each case as amended, modified, restated, amended and
restated, or supplemented from time to time.

     "Additional Credit Party" shall mean each Person that becomes a Guarantor
by execution of a Joinder Agreement in accordance with Section 5.10.

     "Administrative Agent" or "Agent" shall have the meaning set forth in the
first paragraph of this Agreement and shall include any successors in such
capacity.

     "Administrative Details Form" shall mean, with respect to any Lender, a
document containing such Lender's contact information for purposes of notices
provided under this Agreement and account details for purposes of payments made
to such Lender under this Agreement.

     "Affiliate" shall mean as to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, a Person shall be deemed to be
"controlled by" a Person if such Person possesses, directly or indirectly, power
either (a) to vote 20% or more of the Capital Stock having ordinary voting power
for the election of directors of such Person or (b) to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise.

     "Agreement" or "Credit Agreement" shall mean this Credit Agreement, as
amended, modified, restated, amended and restated, extended, replaced, increased
or supplemented from time to time in accordance with its terms.

     "Alternate Base Rate" shall mean, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof:
"Prime Rate" shall mean, at any time, the rate of interest per annum publicly
announced or otherwise identified from time to time by Wachovia at its principal
office in Charlotte, North Carolina as its prime rate. Each change in the Prime
Rate shall be effective as of the opening of business on the day such change in
the Prime Rate occurs. The parties hereto acknowledge that the rate announced
publicly by Wachovia as its Prime Rate is an index or base rate and shall not
necessarily be its lowest or best rate charged to its


                                        2



customers or other banks; and "Federal Funds Effective Rate" shall mean, for any
day, the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published on the next succeeding Business Day,
the average of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
reasonably selected by it. If for any reason the Administrative Agent shall have
determined (which determination shall be conclusive in the absence of manifest
error) that it is unable to ascertain the Federal Funds Effective Rate, for any
reason, including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms above, the Alternate Base
Rate shall be determined without regard to clause (b) of the first sentence of
this definition, as appropriate, until the circumstances giving rise to such
inability no longer exist. Any change in the Alternate Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective on the
opening of business on the date of such change.

     "Alternate Base Rate Loans" shall mean Loans that bear interest at an
interest rate based on the Alternate Base Rate.

     "Applicable Percentage" shall mean, for any day, the rate per annum set
forth below opposite the applicable level then in effect (based on the Total
Leverage Ratio), it being understood that the Applicable Percentage for (a)
Revolving Loans that are Alternate Base Rate Loans shall be the percentage set
forth under the column "Base Rate Margin", (b) Revolving Loans that are LIBOR
Rate Loans shall be the percentage set forth under the column "LIBOR Margin",
(c) that portion of the Term Loan comprised of Alternate Base Rate Loans shall
be the percentage set forth under the column "Base Rate Margin", (d) that
portion of the Term Loan comprised of LIBOR Rate Loans shall be the percentage
set forth under the column "LIBOR Margin" and (e) the Unused Fee shall be the
percentage set forth under the column "Unused Fee":

                              APPLICABLE PERCENTAGE

          Total Leverage      LIBOR   Base Rate
Level          Ratio         Margin     Margin    Unused Fee
-----   ------------------   ------   ---------   ----------
I         > = 3.75x to 1.0   1.500%     0.250%      0.300%
II        > = 2.75x to 1.0   1.250%     0.000%      0.250%
        but < 3.75x to 1.0
III       > = 1.75x to 1.0   1.000%     0.000%      0.225%
        but < 2.75x to 1.0
IV          < 1.75x to 1.0   0.875%     0.000%      0.200%

     The Applicable Percentage shall, in each case, be determined and adjusted
quarterly on the date five (5) Business Days after the date on which the
Administrative Agent has received from the Borrower the quarterly financial
information (in the case of the first three fiscal quarters of the Borrower's
fiscal year), the annual financial information (in the case of the fourth fiscal
quarter of the Borrower's fiscal year) and the certifications required to be
delivered to the Administrative Agent and the Lenders in accordance with the
provisions of Sections 5.1(a), 5.1(b) and 5.2(b) (each an "Interest
Determination Date"). Such Applicable Percentage shall be


                                        3



effective from such Interest Determination Date until the next such Interest
Determination Date. After the Closing Date, if the Credit Parties shall fail to
provide the financial information or certifications in accordance with the
provisions of Sections 5.1(a), 5.1(b) and 5.2(b), the Applicable Percentage
shall, on the date five (5) Business Days after the date by which the Credit
Parties were so required to provide such financial information or certifications
to the Administrative Agent and the Lenders, be based on Level I until such time
as such information or certifications are provided, whereupon the Applicable
Percentage shall be determined by the then current Total Leverage Ratio.
Notwithstanding the foregoing, the Applicable Percentage shall be as set forth
above opposite Level II until the first Interest Determination Date to occur
following two complete fiscal quarters after the Closing Date.

     "Approved Fund" shall mean, with respect to any Lender, any fund or trust
or entity that invests in commercial bank loans in the ordinary course of
business and is advised or managed by (a) such Lender, (b) an Affiliate of such
Lender, (c) any other Lender or any Affiliate thereof or (d) the same investment
advisor as any Person described in clauses (a) - (c).

     "Arranger" shall mean Wachovia Capital Markets, LLC, together with its
successors and assigns.

     "Asset Disposition" shall mean the disposition of any or all of the assets
(including, without limitation, the Capital Stock of a Subsidiary or any
ownership interest in a joint venture) of any Credit Party or any Subsidiary
whether by sale, lease, transfer or otherwise, in a single transaction or in a
series of transactions. The term "Asset Disposition" shall not include (a) the
sale, lease, transfer or other disposition of assets permitted by Subsections
6.4(a)(i) through (v), or (b) any Equity Issuance.

     "Assignment Agreement" shall mean an Assignment Agreement, in substantially
the form of Exhibit 1.1(b).

     "Bankruptcy Code" shall mean the Bankruptcy Code in Title 11 of the United
States Code, as amended, modified, succeeded or replaced from time to time.

     "Bankruptcy Event" shall mean any of the events described in Section
7.1(f).

     "Borrower" shall have the meaning set forth in the first paragraph of this
Agreement.

     "Borrowing Date" shall mean, in respect of any Loan, the date such Loan is
made.

     "Business" shall have the meaning set forth in Section 3.10.

     "Business Day" shall mean any day other than a Saturday, Sunday or other
day on which commercial banks in Charlotte, North Carolina or New York, New York
are authorized or required by law to close; provided, however, that when used in
connection with a rate determination, borrowing or payment in respect of a LIBOR
Rate Loan, the term "Business Day" shall also exclude any day on which banks in
London, England are not open for dealings in Dollar deposits in the London
interbank market.


                                        4



     "Capital Lease" shall mean any lease of property, real or personal, the
obligations with respect to which are required to be capitalized on a balance
sheet of the lessee in accordance with GAAP.

     "Capital Lease Obligations" shall mean the capitalized lease obligations
relating to a Capital Lease determined in accordance with GAAP.

     "Capital Stock" shall mean (a) in the case of a corporation, capital stock,
(b) in the case of an association or business entity, any and all shares,
interests, participations, equity rights or other equity equivalents (however
designated) of capital stock, (c) in the case of a partnership, partnership
interests (whether general or limited), (d) in the case of a limited liability
company, membership interests and (e) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

     "Cash Equivalents" shall mean (a) securities with maturities of 180 days or
less from the date of acquisition issued or fully guaranteed or insured by the
United States government or agency thereof, (b) certificates of deposit and
eurodollar time deposits with maturities of ninety-one (91) days or less from
the date of acquisition and overnight bank deposits of any Lender or of any
commercial bank having capital and surplus in excess of $500,000,000, (c)
repurchase obligations of any Lender or of any commercial bank satisfying the
requirements of clause (b) of this definition, having a term of not more than
seven (7) days with respect to securities issued or fully guaranteed or insured
by the United States government, (d) commercial paper of a domestic issuer rated
at least A-1 or the equivalent thereof from S&P or P-1 or the equivalent thereof
by Moody's and in either case maturing within ninety (90) days after the day of
acquisition, (e) securities with maturities of ninety (90) days or less from the
date of acquisition issued or fully guaranteed by any state, commonwealth or
territory of the United States, by any political subdivision or taxing authority
of any such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least
"A" by S&P or "A" by Moody's, (f) securities with maturities of ninety (90) days
or less from the date of acquisition backed by standby letters of credit issued
by any Lender or any commercial bank satisfying the requirements of clause (b)
of this definition, (g) bonds, debentures, notes or other evidence of
indebtedness issued in the auction rate market with a reset of less than
ninety-one (91) days; provided that such bonds, debentures, notes or other
evidence of indebtedness, as applicable, are rated at least "AAA" (or
equivalent) by at least two nationally recognized rating services, (h) money
market, mutual or similar funds which invest exclusively in assets satisfying
the requirements of clauses (a) through (g) of this definition and (i) shares of
money market, mutual or similar funds (including 3C-7 funds) which are rated at
least "AAA" (or equivalent) by at least two nationally recognized rating
services.

     "Change of Control" shall mean at any time the occurrence of any of the
following events: (a) any "person" or "group" (as such terms are used in Section
13(d) and 14(d) of the Exchange Act), is or becomes the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person
shall be deemed to have "beneficial ownership" of all securities that such
person has the right to acquire, whether such right is exercisable immediately


                                        5



or within sixty (60) days), directly or indirectly, of 35% or more of the then
outstanding Voting Stock of the Borrower; or (b) the replacement of a majority
of the Board of Directors of the Borrower over a two-year period from the
directors who constituted the Board of Directors at the beginning of such
period, and such replacement shall not have been approved by a vote of at least
a majority of the Board of Directors of the Borrower then still in office who
either were members of such Board of Directors at the beginning of such period
or whose election as a member of such Board of Directors was previously so
approved.

     "Closing Date" shall mean the date of this Agreement.

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

     "Collateral" shall mean a collective reference to the collateral which is
identified in, and at the relevant time will be covered by, the Security
Documents and any other property or assets of a Credit Party, whether tangible
or intangible and whether real or personal, that may from time to time secure
the Credit Party Obligations.

     "Commitment" shall mean the Revolving Commitment, the LOC Commitment, the
Term Loan A Commitment, the Interim Term Loan Commitment and the Swingline
Commitment, individually or collectively, as appropriate.

     "Commitment Percentage" shall mean the Revolving Commitment Percentage
and/or the Term Loan A Commitment Percentage, as appropriate.

     "Commitment Period" shall mean (a) with respect to Revolving Loans and
Swingline Loans, the period from and including the Closing Date to but excluding
the Revolver Maturity Date and (b) with respect to Letters of Credit, the period
from and including the Closing Date to but excluding the date that is five (5)
Business Days prior to the Revolver Maturity Date.

     "Commonly Controlled Entity" shall mean an entity, whether or not
incorporated, which is under common control with a Credit Party within the
meaning of Section 4001 of ERISA or is part of a group that includes a Credit
Party and that is treated as a single employer under Section 414 of the Code.

     "Consolidated" shall mean, when used with reference to financial statements
or financial statement items of the Borrower and its Subsidiaries or any other
Person, such statements or items on a consolidated basis in accordance with the
consolidation principles of GAAP.

     "Consolidated Capital Expenditures" shall mean, as of any date of
determination for the four consecutive fiscal quarter period ending on such
date, all expenditures of the Borrower and its Subsidiaries on a Consolidated
basis for such period that in accordance with GAAP would be classified as
capital expenditures, including, without limitation, Capital Lease Obligations.
The term "Consolidated Capital Expenditures" shall not include (a) any Permitted
Acquisition or (b) capital expenditures in respect of the reinvestment of
proceeds from Recovery Events in accordance with the terms of Section
2.7(b)(vi).


                                        6



     "Consolidated EBITDA" shall mean, as of any date of determination for the
four consecutive fiscal quarter period ending on such date, without duplication,
(a) Consolidated Net Income for such period plus (b) the sum of the following,
without duplication, to the extent deducted in calculating Consolidated Net
Income: (i) Consolidated Net Interest Expense for such period, (ii) tax expense
(including, without limitation, any federal, state, local and foreign income and
similar taxes) of the Borrower and its Subsidiaries for such period, (iii)
depreciation and amortization expense of the Borrower and its Subsidiaries for
such period, (iv) other non-cash expenses (including accrued but unpaid
expenses) of the Borrower and its Subsidiaries for such period in accordance
with GAAP or otherwise as mutually agreed upon by the Borrower and the
Administrative Agent, (v) integration charges (as defined in the Borrower's
public financial statements), which may be comprised of (A) transaction fees or
expenses associated with contemplated or completed Permitted Acquisitions, (B)
expenses related to the integration activities of Permitted Acquisitions or (C)
other similar charges as mutually agreed upon by the Borrower and the
Administrative Agent, (vi) expenses related to performance-based compensation of
key executives pursuant to certain professional services agreements and (vii)
other non-operating expenses as classified on the Borrower's financial
statements in "other expense (income), net" minus (c) non-cash charges
previously added back to Consolidated Net Income in determining Consolidated
EBITDA to the extent such non-cash charges have become cash charges during such
period minus (d) any other non-recurring cash or non-cash gains during such
period minus (e) other non-operating income as classified on the Borrower's
financial statements in "other expense (income), net"; provided that if, during
any four consecutive fiscal quarter period for which Consolidated EBITDA is to
be calculated, any business was acquired by the Borrower or any of its
Subsidiaries, then Consolidated EBITDA shall be increased by an amount equal to
the sum of (A) the Consolidated EBITDA of such business (calculated without
giving effect to the proviso to this definition as if such business were the
Borrower) for the four (4) consecutive fiscal quarters of such business most
recently ended, and (B) any adjustments certified to the Administrative Agent by
the chief financial officer of the Borrower and reasonably agreed to by the
Administrative Agent that would, in the reasonable determination of the
Borrower, satisfy the requirements of Rule 1102(a) of Regulation S-X of the
Securities Act of 1933, as amended, as if included in a registration statement
filed with the Securities and Exchange Commission; provided that,
notwithstanding the foregoing, Consolidated EBITDA for the fiscal quarters
ending June 30, 2005, September 30, 2005, December 31, 2005 and March 31, 2006
shall be the amounts corresponding to such fiscal quarters set forth on Schedule
1.1(d).

     "Consolidated Funded Debt" shall mean, on any date of calculation, Funded
Debt of the Borrower and its Subsidiaries on a Consolidated basis.

     "Consolidated Interest Expense" shall mean, as of any date of determination
for the four consecutive fiscal quarter period ending on such date, all interest
expense (excluding amortization of debt discount and premium) for such period of
the Borrower and its Subsidiaries on a Consolidated basis. Notwithstanding the
foregoing, for purposes of calculating Consolidated Interest Expense for the
fiscal quarters ending June 30, 2006, September 30, 2006, and December 31, 2006,
Consolidated Interest Expense shall be annualized during such fiscal quarters
such that (a) for the calculation of Consolidated Interest Expense as of June
30, 2006, Consolidated Interest Expense for the fiscal quarter then ending will
be multiplied by four (4), (b) for the calculation of Consolidated Interest
Expense as of September 30, 2006, Consolidated


                                        7



Interest Expense for the two fiscal quarter period then ending will be
multiplied by two (2) and (c) for the calculation of Consolidated Interest
Expense as of December 31, 2006, Consolidated Interest Expense for the three
fiscal quarter period then ending will be multiplied by one and one-third (1
1/3).

     "Consolidated Net Income" shall mean, as of any date of determination for
the four consecutive fiscal quarter period ending on such date, the net income
before extraordinary gains and/or losses of the Borrower and its Subsidiaries on
a Consolidated basis for such period.

     "Consolidated Net Interest Expense" shall mean, as of any date of
determination for the four consecutive fiscal quarter period ending on such
date, all interest expense (net of interest income) for such period of the
Borrower and its Subsidiaries on a Consolidated basis.

     "Consolidated Total Assets" shall mean, as of any date of determination,
the total assets of the Borrower and its Subsidiaries on a consolidated basis,
as determined in accordance with GAAP.

     "Contractual Obligation" shall mean, as to any Person, any provision of any
security issued by such Person or of any contract, agreement, instrument or
undertaking to which such Person is a party or by which it or any of its
property is bound.

     "Copyright Licenses" shall mean any agreement, whether written or oral,
providing for the grant by or to a Person of any right under any Copyright,
including, without limitation, any thereof referred to in Schedule 3.16.

     "Copyrights" shall mean all copyrights of the Borrower and its Subsidiaries
in all Works, now existing or hereafter created or acquired, all registrations
and recordings thereof, and all applications in connection therewith, including,
without limitation, registrations, recordings and applications in the United
States Copyright Office or in any similar office or agency of the United States,
any state thereof or any other country or any political subdivision thereof, or
otherwise, including, without limitation, any thereof referred to in Schedule
3.16 and all renewals thereof.

     "Credit Documents" shall mean this Agreement, each of the Notes, any
Joinder Agreement, the Letters of Credit, LOC Documents and the Security
Documents and all other agreements, documents, certificates and instruments
delivered to the Administrative Agent or any Lender by any Credit Party in
connection therewith (other than any agreement, document, certificate or
instrument related to a Hedging Agreement).

     "Credit Party" shall mean any of the Borrower or the Guarantors.

     "Credit Party Obligations" shall mean, without duplication, (a) all of the
obligations, indebtedness and liabilities of the Credit Parties to the Lenders
(including the Issuing Lender) and the Administrative Agent, whenever arising,
under this Agreement, the Notes or any of the other Credit Documents, including
principal, interest, fees, reimbursements and indemnification obligations and
other amounts (including, but not limited to, any interest accruing after the


                                        8



occurrence of a filing of a petition of bankruptcy under the Bankruptcy Code
with respect to any Credit Party, regardless of whether such interest is an
allowed claim under the Bankruptcy Code) and (b) solely for purposes of the
Security Documents and the Guaranty, all liabilities and obligations, whenever
arising, owing from any Credit Party or any of their Subsidiaries to any Hedging
Agreement Provider arising under any Secured Hedging Agreement.

     "Debt Issuance" shall mean the issuance of any Indebtedness by any Credit
Party or any of its Subsidiaries (excluding any Equity Issuance or any
Indebtedness of any Credit Party and its Subsidiaries permitted to be incurred
pursuant to Sections 6.1(a)-(l) hereof).

     "Default" shall mean any of the events specified in Section 7.1, whether or
not any requirement for the giving of notice or the lapse of time, or both, or
any other condition, has been satisfied.

     "Defaulting Lender" shall mean, at any time, any Lender that, at such time
(a) has failed to make a Loan required pursuant to the terms of this Agreement
or failed to or fund a Participation Interest in accordance with the terms of
this Agreement, (b) has failed to pay to the Administrative Agent or any Lender
an amount owed by such Lender pursuant to the terms of this Agreement and such
default remains uncured, or (c) has been deemed insolvent or has become subject
to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar
official.

     "Dollars" and "$" shall mean dollars in lawful currency of the United
States of America.

     "Domestic Lending Office" shall mean, initially, the office of each Lender
designated as such Lender's Domestic Lending Office shown in such Lender's
Administrative Details Form; and thereafter, such other domestic office of such
Lender as such Lender may from time to time specify to the Administrative Agent
and the Borrower as the domestic office of such Lender at which Alternate Base
Rate Loans of such Lender are to be made.

     "Domestic Subsidiary" shall mean any Subsidiary that is organized and
existing under the laws of the United States or any state or commonwealth
thereof or under the laws of the District of Columbia.

     "Environmental Laws" shall mean any and all applicable foreign, federal,
state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, requirements of any Governmental Authority or other
Requirement of Law (including common law) regulating, relating to or imposing
liability or standards of conduct relating to pollution and the protection of
the environment, as now or may at any time be in effect during the term of this
Agreement.

     "Equity Issuance" shall mean any issuance by any Credit Party or any
Subsidiary to any Person which is not a Credit Party or a Subsidiary of (a)
shares or interests of its Capital Stock, (b) any shares or interests of its
Capital Stock pursuant to the exercise of options or warrants or similar rights,
(c) any shares or interests of its Capital Stock pursuant to the conversion of
any debt securities to equity, (d) warrants or options or similar rights that
are exercisable or convertible into shares or interests of its Capital Stock.
The term "Equity Issuance" shall not


                                        9



include (i) any equity issued constituting consideration for a Permitted
Acquisition, (ii) any Asset Disposition, (iii) any Debt Issuance, (iv) proceeds
relating to the exercise of stock options or proceeds received in connection
with the granting of put options with respect to Capital Stock of the Credit
Parties or (v) put options and stock options.

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

     "Eurodollar Reserve Percentage" shall mean for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher
1/100th of 1%) which is in effect for such day as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for determining the
maximum reserve requirement (including without limitation any basic,
supplemental or emergency reserves) in respect of Eurocurrency liabilities, as
defined in Regulation D of such Board as in effect from time to time, or any
similar category of liabilities for a member bank of the Federal Reserve System
in New York City.

     "Event of Default" shall mean any of the events specified in Section 7.1;
provided, however, that any requirement for the giving of notice or the lapse of
time, or both, or any other condition, has been satisfied.

     "Excess Cash Flow" shall mean, with respect to any fiscal year of the
Borrower, for the Borrower and its Subsidiaries on a Consolidated basis, an
amount equal to (a) operating cash flow for such period as set forth in the
audited financial statements of the Borrower for such fiscal year minus (b)
Consolidated Capital Expenditures for such period minus (c) optional prepayments
of the Term Loan and of the Revolving Loans (to the extent accompanied by a
corresponding permanent reduction of the Revolving Commitments) minus (d) any
net share settlement cash payment made during such period with respect to the
Senior Subordinated Convertible Notes to the extent permitted pursuant to
Section 6.10(e).

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

     "Excluded Subsidiaries" shall mean any entity mutually agreed upon by the
Borrower and the Administrative Agent and each of the following entities:
Carturo Inc., Cyconic International Training Services, Inc., Arcolex, LLC,
Dynasum, LLC, High Gulf Services, LLC, Mistron, LLC and Spartegic, LLC.

     "Existing Letters of Credit" shall mean the letters of credit described by
date of issuance, amount, purpose and the date of expiry on Schedule 1.1(e)
hereto.

     "Extension of Credit" shall mean, as to any Lender, the making of a Loan by
such Lender or the issuance of, or participation in, a Letter of Credit or
Swingline Loan by such Lender.

     "Federal Funds Effective Rate" shall have the meaning set forth in the
definition of "Alternate Base Rate".


                                       10



     "Fee Letter" shall mean the letter agreement dated February 23, 2006,
addressed to the Borrower from Wachovia and the Arranger, as amended, modified,
restated, amended and restated, otherwise supplemented.

     "Foreign Subsidiary" shall mean any Subsidiary that is not a Domestic
Subsidiary.

     "Funded Debt" shall mean, with respect to any Person, without duplication,
(a) all obligations of such Person for borrowed money, (b) all obligations of
such Person evidenced by bonds, debentures, notes or similar instruments, or
upon which interest payments are customarily made, (c) all obligations of such
Person under conditional sale or other title retention agreements relating to
property purchased by such Person (other than customary reservations or
retentions of title under agreements with suppliers entered into in the ordinary
course of business) which would appear as liabilities on a balance sheet of such
Person prepared in accordance with GAAP, (d) all obligations (including, without
limitation, earnout obligations to the extent such earnout obligations are
required by GAAP to be set forth as a liability on the balance sheet of such
Person) of such Person incurred, issued or assumed as the deferred purchase
price of property or services purchased by such Person which would appear as
liabilities on a balance sheet of such Person prepared in accordance with GAAP,
(e) the principal portion of all obligations of such Person under Capital
Leases, (f) the outstanding amount of all letters of credit issued or bankers'
acceptances facilities created for the account of such Person and, without
duplication, all drafts drawn thereunder (to the extent unreimbursed), (g) all
preferred Capital Stock or other equity interests issued by such Person and
which by the terms thereof could be (at the request of the holders thereof or
otherwise) subject to mandatory sinking fund payments, redemption or other
acceleration, (h) the principal balance outstanding under any synthetic lease,
tax retention operating lease, off-balance sheet loan or similar off-balance
sheet financing product, (i) all obligations of such Person under Hedging
Agreements, excluding any portion thereof which would be accounted for as
interest expense under GAAP, (j) all Indebtedness of others of the type
described in clauses (a) through (i) hereof secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on, or payable out of the proceeds of production from,
property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed, (k) all Guaranty Obligations of such Person
with respect to Indebtedness of another Person of the type described in clauses
(a) through (i) hereof, and (l) all Indebtedness of the type described in
clauses (a) through (i) hereof of any partnership or unincorporated joint
venture in which such Person is a general partner or a joint venturer (unless
such Funded Debt is made non-recourse to such Person); provided, however, that
Funded Debt shall not include (i) Indebtedness among the Borrower and its
Subsidiaries or among the Subsidiaries of the Borrower to the extent eliminated
on a Consolidated basis in accordance with GAAP and (ii) trade payables incurred
in the ordinary course of business and due within six months of the incurrence
thereof.

     "GAAP" shall mean generally accepted accounting principles in effect in the
United States of America applied on a consistent basis, subject, however, in the
case of determination of compliance with the financial covenants set out in
Section 5.9, to the provisions of Section 1.3.

     "Government Acts" shall have the meaning set forth in Section 2.18.


                                       11



     "Government Contract" shall mean any contract entered into between the
Borrower or any of its Subsidiaries and the government of the United States of
America, or any department, agency, public corporation, or other instrumentality
or agent thereof or any state government or any department, agency or
instrumentality or agent thereof providing for the sale of products or services
to a Governmental Authority.

     "Governmental Authority" shall mean any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative powers or functions of or
pertaining to government.

     "Guarantor" shall mean each of the Material Domestic Subsidiaries of the
Borrower, other than the Excluded Subsidiaries, and such other Material Domestic
Subsidiaries of the Borrower as may from time to time become a party hereto.

     "Guaranty" shall mean the guaranty of the Guarantors set forth in Article
X.

     "Guaranty Obligations" shall mean, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection
and indemnification and hold-harmless agreements entered into in the ordinary
course of business) guaranteeing any Indebtedness of any other Person in any
manner, whether direct or indirect, and including without limitation any
obligation, whether or not contingent, (a) to purchase any such Indebtedness or
any property constituting security therefor, (b) to advance or provide funds or
other support for the payment or purchase of any such Indebtedness or to
maintain working capital, solvency or other balance sheet condition of such
other Person (including without limitation keep well agreements, maintenance
agreements, comfort letters or similar agreements or arrangements) for the
benefit of any holder of Indebtedness of such other Person, (c) to lease or
purchase property, securities or services primarily for the purpose of assuring
the holder of such Indebtedness, or (d) to otherwise assure or hold harmless the
holder of such Indebtedness against loss in respect thereof. The amount of any
Guaranty Obligation hereunder shall (subject to any limitations set forth
therein) be deemed to be an amount equal to the outstanding principal amount (or
maximum principal amount, if larger) of the Indebtedness in respect of which
such Guaranty Obligation is made.

     "Hedging Agreement Provider" shall mean any Person that enters into a
Secured Hedging Agreement with a Credit Party or any of its Subsidiaries that is
permitted by Section 6.1(e) to the extent such Person is a Lender, an Affiliate
of a Lender or any other Person that was a Lender (or an Affiliate of a Lender)
at the time it entered into the Secured Hedging Agreement but has ceased to be a
Lender (or whose Affiliate has ceased to be a Lender) under the Credit
Agreement; provided, in the case of a Secured Hedging Agreement with a Person
who is no longer a Lender, such Person shall be considered a Hedging Agreement
Provider only through the stated maturity date (without extension or renewal) of
such Secured Hedging Agreement.

     "Hedging Agreements" shall mean, with respect to any Person, any agreement
entered into to protect such Person against fluctuations in interest rates, or
currency or raw materials values, including, without limitation, any interest
rate swap, cap or collar agreement or similar arrangement between such Person
and one or more counterparties, any foreign currency


                                       12



exchange agreement, currency protection agreements, commodity purchase or option
agreements or other interest or exchange rate hedging agreements.

     "Indebtedness" shall mean, with respect to any Person, without duplication,
(a) all obligations of such Person for borrowed money, (b) all obligations of
such Person evidenced by bonds, debentures, notes or similar instruments, or
upon which interest payments are customarily made, (c) all obligations of such
Person under conditional sale or other title retention agreements relating to
property purchased by such Person (other than customary reservations or
retentions of title under agreements with suppliers entered into in the ordinary
course of business) which would appear as liabilities on a balance sheet of such
Person, (d) all obligations (including, without limitation, earnout obligations)
of such Person incurred, issued or assumed as the deferred purchase price of
property or services purchased by such Person which would appear as liabilities
on a balance sheet of such Person, (e) all obligations of such Person under
take-or-pay or similar arrangements or under commodities agreements, (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on,
or payable out of the proceeds of production from, property owned or acquired by
such Person, whether or not the obligations secured thereby have been assumed,
(g) all Guaranty Obligations of such Person with respect to Indebtedness of
another Person, (h) the principal portion of all obligations of such Person
under Capital Leases plus any accrued interest thereon, (i) all net obligations
of such Person under Hedging Agreements, excluding any portion thereof which
would be accounted for as interest expense under GAAP, (j) the outstanding
amount of all letters of credit issued or bankers' acceptances facilities
created for the account of such Person and, without duplication, all drafts
drawn thereunder (to the extent unreimbursed), (k) all preferred Capital Stock
issued by such Person and which by the terms thereof could be (at the request of
the holders thereof or otherwise) subject to mandatory sinking fund payments,
redemption or other acceleration, (l) the principal balance outstanding under
any synthetic lease, tax retention operating lease, off-balance sheet loan or
similar off-balance sheet financing product plus any accrued interest thereon,
and (m) the Indebtedness of any partnership or unincorporated joint venture in
which such Person is a general partner or a joint venturer (unless such
Indebtedness is made non-recourse to such Person); provided that Indebtedness
shall not include trade payables incurred in the ordinary course of business and
due within six months of the incurrence thereof.

     "Insolvency" shall mean, with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of such term as used in
Section 4245 of ERISA.

     "Intellectual Property" shall mean, collectively, all Copyrights, Copyright
Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses of the
Borrower and its Subsidiaries, all goodwill associated therewith and all rights
to sue for infringement thereof.

     "Interest Coverage Ratio" shall mean, as of the end of each fiscal quarter
of the Borrower, for the Credit Party and their Subsidiaries on a Consolidated
basis for the four consecutive quarters ending on such date, the ratio of (a)
Consolidated EBITDA for such period to (b) Consolidated Interest Expense for
such period.

     "Interest Payment Date" shall mean (a) as to any Alternate Base Rate Loan,
the last Business Day of each March, June, September and December and on the
applicable Maturity


                                       13



Date, (b) as to any LIBOR Rate Loan having an Interest Period of three months or
less, the last day of such Interest Period, (c) as to any LIBOR Rate Loan having
an Interest Period longer than three months, (i) each three (3) month
anniversary following the first day of such Interest Period and (ii) the last
day of such Interest Period and (d) as to any Loan which is the subject of a
mandatory prepayment required pursuant to Section 2.7(b), the date on which such
mandatory prepayment is due.

     "Interest Period" shall mean, with respect to any LIBOR Rate Loan,

          (a) initially, the period commencing on the Borrowing Date or
     conversion date, as the case may be, with respect to such LIBOR Rate Loan
     and ending one, two, three or six months thereafter, subject to
     availability to all applicable Lenders, as selected by the Borrower in the
     Notice of Borrowing or Notice of Conversion given with respect thereto; and

          (b) thereafter, each period commencing on the last day of the
     immediately preceding Interest Period applicable to such LIBOR Rate Loan
     and ending one, two, three or six months thereafter, subject to
     availability to all applicable Lenders, as selected by the Borrower by
     irrevocable notice to the Administrative Agent not less than three (3)
     Business Days prior to the last day of the then current Interest Period
     with respect thereto; provided that the foregoing provisions are subject to
     the following:

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

               (ii) any Interest Period pertaining to a LIBOR Rate Loan 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 relevant calendar month;

               (iii) if the Borrower shall fail to give notice as provided
          above, the Borrower shall be deemed to have selected an Alternate Base
          Rate Loan to replace the affected LIBOR Rate Loan;

               (iv) no Interest Period in respect of any Loan shall extend
          beyond the applicable Maturity Date and, further with regard to the
          Term Loan, no Interest Period shall extend beyond any principal
          amortization payment date with respect to such Term Loan unless the
          portion of such Term Loan consisting of Alternate Base Rate Loans
          together with the portion of such Term Loan consisting of LIBOR Rate
          Loans with Interest Periods expiring prior to or concurrently with the
          date such principal amortization payment date is due, is at least
          equal to the amount of such principal amortization payment due on such
          date; and


                                       14



               (v) no more than twelve (12) LIBOR Rate Loans may be in effect at
          any time. For purposes hereof, LIBOR Rate Loans with different
          Interest Periods shall be considered as separate LIBOR Rate Loans,
          even if they shall begin on the same date and have the same duration,
          although borrowings, extensions and conversions may, in accordance
          with the provisions hereof, be combined at the end of existing
          Interest Periods to constitute a new LIBOR Rate Loan with a single
          Interest Period.

     "Interim Maturity Date" shall mean the date that is thirty (30) days
following the Closing Date.

     "Interim Term Loan" shall have the meaning set forth in Section 2.3A.

     "Interim Term Loan Lender" shall mean Wachovia Bank, National Association.

     "Interim Term Loan Committed Amount" shall have the meaning set forth in
Section 2.2A.

     "Interim Term Loan Commitment" shall mean, with respect to the Interim Term
Loan Lender, the commitment of the Interim Term Loan Lender to make its portion
of the Interim Term Loan in a principal amount equal to the Interim Term Loan
Committed Amount.

     "Interim Term Loan Note" shall mean the promissory note of the Borrower (if
any) in favor of any of the Interim Term Loan Lender evidencing the Interim Term
Loan provided by the Interim Term Loan Lender pursuant to Section 2.2A(a), as
such promissory note may be amended, modified, restated, amended and restated,
extended, replaced, increased or otherwise supplemented from time to time.

     "Internal Control Event" shall mean a material weakness in, or fraud that
involves management or other employees who have a significant role in, any
Credit Party's internal controls over financial reporting, in each case as
described in the Securities Laws, to the extent such material weakness or fraud
could reasonably be expected to cause a Material Adverse Effect.

     "Investment" shall mean (a) the acquisition (whether for cash, property,
services, assumption of Indebtedness, securities or otherwise) of shares of
Capital Stock, other ownership interests or other securities of any Person or
bonds, notes, debentures or all or substantially all of the assets of any
Person, (b) any deposit with, or advance, loan or other extension of credit to,
any Person (other than deposits made in the ordinary course of business) or (c)
any other capital contribution to or investment in any Person, including,
without limitation, any Guaranty Obligation (including any support for a letter
of credit issued on behalf of such Person) incurred for the benefit of such
Person; provided that the sale of put options shall not constitute an
"Investment" hereunder.

     "Issuing Lender" shall mean (a) with respect to any Existing Letters of
Credit, JPMorgan Chase Bank, Wells Fargo Bank, National Association and/or Bank
of America, N.A., as


                                       15



applicable and (b) with respect to all other Letters of Credit, Wachovia or any
successor in such capacity.

     "Issuing Lender Fees" shall have the meaning set forth in Section 2.5(c).

     "Joinder Agreement" shall mean a Joinder Agreement in substantially the
form of Exhibit 1.1(d), executed and delivered by an Additional Credit Party in
accordance with the provisions of Section 5.10.

     "Lender" shall have the meaning set forth in the first paragraph of this
Agreement and shall include the Revolving Lenders, the Term Loan Lenders, the
Interim Term Loan Lender, the Issuing Lender and the Swingline Lender.

     "Lender Commitment Letter" shall mean, with respect to any Lender, the
letter (or other correspondence) to such Lender from the Administrative Agent
notifying such Lender of its LOC Commitment, Revolving Commitment Percentage
and/or Term Loan A Commitment Percentage.

     "Letter of Credit" shall mean (a) any letter of credit issued by the
Issuing Lender pursuant to the terms hereof and (b) any Existing Letters of
Credit, in each case as such letter of credit may be amended, modified,
restated, amended and restated, extended, renewed, increased, replaced or
supplemented from time to time by agreement of the Issuing Lender and relevant
Credit Party.

     "Letter of Credit Facing Fee" shall have the meaning set forth in Section
2.5(c).

     "Letter of Credit Fee" shall have the meaning set forth in Section 2.5(b).

     "LIBOR" shall mean, for any LIBOR Rate Loan for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in Dollars at approximately 11:00
A.M. (London time) two (2) Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period. If for any reason such
rate is not available, the term "LIBOR" shall mean, for any LIBOR Rate Loan for
any Interest Period therefor, the rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Dollars at approximately 11:00 A.M.
(London time) two (2) Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period; provided, however, if more
than one rate is specified on Reuters Screen LIBO Page, the applicable rate
shall be the arithmetic mean of all such rates (rounded upwards, if necessary,
to the nearest 1/100 of 1%). If, for any reason, neither of such rates is
available, then "LIBOR" shall mean the rate per annum at which, as determined by
the Administrative Agent in accordance with its customary practices, Dollars in
an amount comparable to the Loans then requested are being offered to leading
banks at approximately 11:00 A.M. London time, two (2) Business Days prior to
the commencement of the applicable Interest Period for settlement in immediately
available funds by leading banks in the London interbank market for a period
equal to the Interest Period selected.


                                       16



     "LIBOR Lending Office" shall mean, initially, the office(s) of each Lender
designated as such Lender's LIBOR Lending Office in such Lender's Administrative
Details Form; and thereafter, such other office of such Lender as such Lender
may from time to time specify to the Administrative Agent and the Borrower as
the office of such Lender at which the LIBOR Rate Loans of such Lender are to be
made.

     "LIBOR Rate" shall mean a rate per annum (rounded upwards, if necessary, to
the next higher 1/100th of 1%) determined by the Administrative Agent pursuant
to the following formula:

                                        LIBOR
            LIBOR Rate = ------------------------------------
                         1.00 - Eurodollar Reserve Percentage

     "LIBOR Rate Loan" shall mean Loans the rate of interest applicable to which
is based on the LIBOR Rate.

     "Lien" shall mean any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference in the nature of a security agreement, priority or
other security agreement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement and any
Capital Lease having substantially the same economic effect as any of the
foregoing).

     "Loan" shall mean a Revolving Loan, the Term Loan and/or a Swingline Loan,
as appropriate.

     "LOC Commitment" shall mean the commitment of the Issuing Lender to issue
Letters of Credit and with respect to each Revolving Lender, the commitment of
such Revolving Lender to purchase participation interests in the Letters of
Credit up to such Lender's LOC Committed Amount as specified in the Lender
Commitment Letter or in the Register, as such amount may be reduced from time to
time in accordance with the provisions hereof.

     "LOC Committed Amount" shall have the meaning set forth in Section 2.3(a).

     "LOC Documents" shall mean, with respect to each Letter of Credit, such
Letter of Credit, any amendments thereto, any documents delivered in connection
therewith, any application therefor, and any agreements, instruments, guarantees
or other documents (whether general in application or applicable only to such
Letter of Credit) governing or providing for (a) the rights and obligations of
the parties concerned or (b) any collateral security for such obligations.

     "LOC Obligations" shall mean, at any time, the sum of (a) the maximum
amount which is, or at any time thereafter may become, available to be drawn
under Letters of Credit then outstanding, assuming compliance with all
requirements for drawings referred to in such Letters of Credit (including,
without limitation, any amount that remains available to be drawn under


                                       17



any standby Letter of Credit despite the expiration thereof by its terms, due to
the effect of Rule 3.14 of the "International Standby Practices 1998" published
by the Institute of International Banking Law & Practice (or any subsequent
official revision thereof)) plus (b) the aggregate amount of all drawings under
Letters of Credit honored by the Issuing Lender but not theretofore reimbursed.

     "Mandatory LOC Borrowing" shall have the meaning set forth in Section
2.3(e).

     "Mandatory Swingline Borrowing" shall have the meaning set forth in Section
2.4(b)(ii).

     "Material Adverse Effect" shall mean a material adverse effect on (a) the
business, operations, property or financial condition of the Borrower and its
Subsidiaries taken as a whole, (b) the ability of the Borrower and the
Guarantors to perform their material obligations, when such material obligations
are required to be performed, under this Agreement, any of the Notes or any
other Credit Document or (c) the validity or enforceability of this Agreement,
any of the Notes or any of the other Credit Documents or the rights or remedies
of the Administrative Agent or the Lenders hereunder or thereunder.

     "Material Contract" shall mean (a) any contract, agreement, permit or
license, written or oral, of the Credit Parties or any of their Subsidiaries
that is required to be disclosed as a "Material Agreement" pursuant to Form
10-K, 10-Q or 8-K of the Exchange Act and (b) any Material Government Contract.

     "Material Domestic Subsidiary" shall mean any Domestic Subsidiary of the
Borrower that, together with its Subsidiaries, (i) generates more than 10% of
Consolidated EBITDA on a Pro Forma Basis for the four (4) fiscal quarter period
most recently ended; provided, however, that if at any time there are Domestic
Subsidiaries which are not classified as "Material Domestic Subsidiaries" but
which, together with their Subsidiaries, collectively generate more than 15% of
Consolidated EBITDA on a pro forma basis, then the Borrower shall promptly
designate one or more of such Domestic Subsidiaries as Material Domestic
Subsidiaries and cause any such Domestic Subsidiaries to comply with the
provisions of Section 5.10 such that, after such Domestic Subsidiaries become
Guarantors hereunder, the Domestic Subsidiaries that are not Guarantors,
together with their Subsidiaries, shall generate less than 15% of Consolidated
EBITDA.

     "Material Foreign Subsidiary" shall mean any Foreign Subsidiary of the
Borrower that, together with its Subsidiaries, generates more than 5% of
Consolidated EBITDA on a Pro Forma Basis for the four (4) fiscal quarter period
most recently ended; provided, however, that if at any time there are Foreign
Subsidiaries which are not classified as "Material Foreign Subsidiaries" but
which, together with their Subsidiaries, collectively generate more than 10% of
Consolidated EBITDA on a pro forma basis, then the Borrower shall promptly
designate one or more of such Foreign Subsidiaries as Material Foreign
Subsidiaries such that, after such Foreign Subsidiaries become Material Foreign
Subsidiaries hereunder, the Foreign Subsidiaries that are not classified as
"Material Foreign Subsidiaries," together with their Subsidiaries, shall
generate less than 10% of Consolidated EBITDA.


                                       18



     "Material Government Contract" shall mean a Government Contract with
potential payment obligations by a Governmental Authority to the Borrower or any
of its Subsidiaries which are in excess of $50,000,000.

     "Material Intellectual Property" shall mean all Intellectual Property of
the Credit Parties and their Subsidiaries, taken as a whole, other than
Intellectual Property, which individually or in the aggregate, generates and/or
contributes to the generation of less than 10% of Consolidated EBITDA.

     "Materials of Environmental Concern" shall mean any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Law, including, without limitation, asbestos,
perchlorate, polychlorinated biphenyls and urea-formaldehyde insulation.

     "Maturity Date" shall mean the Revolver Maturity Date, Term Loan Maturity
Date and/or the Interim Maturity Date, as applicable.

     "Moody's" shall mean Moody's Investors Service, Inc.

     "Multiemployer Plan" shall mean a Plan that is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

     "Net Cash Proceeds" shall mean the aggregate cash proceeds received by any
Credit Party or any Subsidiary in respect of any Asset Disposition, Equity
Issuance, Debt Issuance or Recovery Event, net of (a) direct transaction costs
(including, without limitation, legal, accounting and investment banking fees,
discounts, expenses and sales commissions) associated therewith, (b) amounts
held in escrow to be applied as part of the purchase price of any Asset
Disposition and (c) taxes paid or payable as a result thereof; it being
understood that "Net Cash Proceeds" shall include, without limitation, any cash
received upon the sale or other disposition of any non-cash consideration
received by any Credit Party or any Subsidiary in any Asset Disposition, Equity
Issuance, Debt Issuance or Recovery Event and any cash released from escrow as
part of the purchase price in connection with any Asset Disposition net of (a),
(b) and (c) above.

     "Note" or "Notes" shall mean the Revolving Notes, the Term Loan A Notes,
the Interim Term Loan Note and/or the Swingline Note, collectively, separately
or individually, as appropriate.

     "Notice of Borrowing" shall mean a request for a Revolving Loan borrowing
pursuant to Section 2.1(b)(i) or a request for a Swingline Loan borrowing
pursuant to Section 2.4(b)(i), as appropriate. A Form of Notice of Borrowing is
attached as Exhibit 1.1(e).

     "Notice of Conversion/Extension" shall mean the written notice of
conversion of a LIBOR Rate Loan to an Alternate Base Rate Loan or an Alternate
Base Rate Loan to a LIBOR


                                       19



Rate Loan, or extension of a LIBOR Rate Loan, in each case substantially in the
form of Exhibit 1.1(f).

     "Obligations" shall mean, collectively, Loans and LOC Obligations and all
other obligations of the Credit Parties to the Administrative Agent and the
Lenders under the Credit Documents.

     "OFAC" shall mean the U.S. Department of the Treasury's Office of Foreign
Assets Control.

     "Operating Lease" shall mean, as applied to any Person, any lease
(including, without limitation, leases which may be terminated by the lessee at
any time) of any property (whether real, personal or mixed) which is not a
Capital Lease other than any such lease in which that Person is the lessor.

     "Other Agents" shall have the meaning set forth in Section 8.10.

     "Participant" shall have the meaning set forth in Section 9.6(b).

     "Participation Interest" shall mean a participation interest purchased by a
Revolving Lender in LOC Obligations as provided in Section 2.3(c) and in
Swingline Loans as provided in Section 2.4.

     "Patent Licenses" shall mean all agreements, whether written or oral,
providing for the grant by or to a Person of any right to manufacture, use or
sell any invention covered by a Patent, including, without limitation, any
thereof referred to in Schedule 3.16.

     "Patents" shall mean (a) all letters patent of the United States or any
other country, now existing or hereafter arising, and all improvement patents,
reissues, reexaminations, patents of additions, renewals and extensions thereof,
including, without limitation, any thereof referred to in Schedule 3.16, and (b)
all applications for letters patent of the United States or any other country,
now existing or hereafter arising, and all provisionals, divisions,
continuations and continuations-in-part and substitutes thereof, including,
without limitation, any thereof referred to in Schedule 3.16.

     "Patriot Act" shall have the meaning set forth in Section 9.18.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

     "Permitted Acquisition" shall mean (1) the potential acquisition set forth
on Schedule 1.1(a), and (2) an acquisition or any series of related acquisitions
by a Credit Party of (a) all or a substantial portion of the assets or a
majority of the outstanding Voting Stock or equity interests of a Person, (b) a
Person or business unit of a Person by a merger, amalgamation or consolidation
or any other combination with such Person or (c) any division, line of business
or other business unit of a Person (such Person or such division, line of
business or other business


                                       20



unit of such Person shall be referred to herein as the "Target"), in each case
that is a type of business (or assets used in a type of business) permitted to
be engaged in by the Borrower and its Subsidiaries pursuant to Section 6.3, so
long as (i) no Default or Event of Default shall then exist or would exist after
giving effect thereto, (ii) the Credit Parties shall (A) for acquisitions less
than or equal to $75,000,000 in total consideration, be in compliance with each
of the financial covenants set forth in Section 5.9 on a Pro Forma Basis after
giving effect to the consummation of such acquisition, (B) for acquisitions
greater than $75,000,000 in total consideration, demonstrate to the reasonable
satisfaction of the Administrative Agent and the Required Lenders at least five
(5) Business Days prior to the consummation of the Acquisition, that, after
giving effect to the acquisition on a Pro Forma Basis the Credit Parties are in
compliance with each of the financial covenants set forth in Section 5.9 and (C)
for acquisitions greater than $150,000,000 in total consideration, deliver the
information required by Section 5.2(g), (iii) the Administrative Agent, on
behalf of the Lenders, shall have received (or within thirty (30) days after the
closing of such acquisition will receive) the security interest required
pursuant to Section 5.10 and/or 5.12, if any, and if a Person, shall have
executed a Joinder Agreement in accordance with the terms of Section 5.10, to
the extent required to do so pursuant to Section 5.10, (iv) if total
non-contingent consideration for such acquisition is greater than $25,000,000,
the Target shall have earnings before interest, taxes, depreciation and
amortization for the four fiscal quarter period prior to the acquisition date in
an amount greater than $0, (v) such acquisition shall not be a "hostile"
acquisition and shall have been approved by the Board of Directors and/or
shareholders of the applicable Credit Party and the Target, and (vi) all
acquisitions of Targets incorporated, formed, organized or (with respect to an
asset acquisition) located outside the United States shall not exceed the sum of
(A) $175,000,000 and (B) the Net Cash Proceeds from any Equity Issuance of the
Borrower, to the extent a corresponding prepayment of the Credit Party
Obligations shall have been made if required pursuant to Section 2.7, over the
term of this Agreement. The acquisition of the Acquired Company shall be deemed
a Permitted Acquisition for all purposes of this Agreement. For purposes of
clause (B) above, the reasonable satisfaction of the Administrative Agent and
the Required Lenders shall be deemed to have been obtained if, after ten (10)
Business Days of delivery of the pro forma calculations and supporting materials
to the Administrative Agent, the Administrative Agent has not delivered a
written objection to such calculations to the Borrower.

     "Permitted Investments" shall mean:

          (a) cash and Cash Equivalents;

          (b) Investments of the Borrower or any of its Subsidiaries existing as
     of the Closing Date and as set forth on Schedule 1.1(b);

          (c) receivables owing to the Credit Parties or any of their
     Subsidiaries or any receivables and advances to suppliers, in each case if
     created, acquired or made in the ordinary course of business and payable or
     dischargeable in accordance with customary trade terms;

          (d) Investments in and loans to any Credit Party;


                                       21



          (e) loans and advances to officers, directors and employees in an
     aggregate amount not to exceed $1,000,000 at any time outstanding; provided
     that such loans and advances shall comply with all applicable Requirements
     of Law (including Sarbanes-Oxley);

          (f) Investments (including debt obligations) received in connection
     with the bankruptcy or reorganization of suppliers and customers and in
     settlement of delinquent obligations of, and other disputes with, customers
     and suppliers arising in the ordinary course of business;

          (g) Investments, acquisitions or transactions permitted under Section
     6.4(b);

          (h) purchases of securities of public companies made for the ultimate
     purpose of consummating or preparing to consummate a Permitted Acquisition
     in an aggregate amount not to exceed $75,000,000 at any time outstanding;
     provided that if such purchase results in a Permitted Acquisition then
     amounts expended in connection with the purchase of securities thereof
     shall not be included in the foregoing limitation;

          (i) Hedging Agreements to the extent permitted hereunder;

          (j) Investments in and loans and advances to Subsidiaries that are not
     Credit Parties in an aggregate amount not to exceed $30,000,000;

          (k) Investments consisting of Indebtedness permitted pursuant to
     Section 6.1 (other than intercompany Investments and Indebtedness permitted
     pursuant to clauses (d) and (j) hereof);

          (l) advances and loans to suppliers and customers in an aggregate
     amount not to exceed $30,000,000 at any one time outstanding; and

          (m) in addition to clauses (a) through (l) above, additional joint
     ventures, loans, advances, purchases of securities of public or private
     companies made for the ultimate purpose of consummating or preparing to
     consummate a Permitted Acquisition and/or Investments in an amount not to
     exceed 5% of Consolidated Total Assets as of the end of the most recently
     ended fiscal quarter of the Borrower at any time outstanding; provided that
     if any such purchases result in a Permitted Acquisition then amounts
     expended in connection with the purchase of such securities shall not be
     included in the calculation of the foregoing limitation.

     "Permitted Liens" shall mean:

          (a) Liens created by or otherwise existing under or in connection with
     this Agreement or the other Credit Documents in favor of the Administrative
     Agent on behalf of the Secured Parties;


                                       22



          (b) Liens in favor of a Hedging Agreement Provider in connection with
     a Secured Hedging Agreement; provided that such Liens shall secure the
     Credit Party Obligations and the obligations under such Secured Hedging
     Agreement on a pari passu basis;

          (c) Liens securing purchase money Indebtedness and Capital Lease
     Obligations to the extent permitted under Section 6.1(c); provided, that
     (i) any such Lien attaches to such property concurrently with or within
     thirty (30) days after the acquisition thereof and (ii) such Lien relates
     solely to the property so acquired in such transaction and replacements and
     proceeds thereof;

          (d) Liens for taxes, assessments, charges or other governmental levies
     not yet due or as to which the period of grace (not to exceed sixty (60)
     days), if any, related thereto has not expired or which are being contested
     in good faith by appropriate proceedings; provided that adequate reserves
     with respect thereto are maintained on the books of any Credit Party or its
     Subsidiaries, as the case may be, in conformity with GAAP (or, in the case
     of Foreign Subsidiaries with significant operations outside the United
     States of America, generally accepted accounting principles in effect from
     time to time in their respective jurisdictions of incorporation);

          (e) statutory Liens such as carriers', warehousemen's, mechanics',
     materialmen's, landlords', repairmen's or other like Liens arising in the
     ordinary course of business which are not overdue for a period of more than
     sixty (60) days or which are being contested in good faith by appropriate
     proceedings; provided that a reserve or other appropriate provision shall
     have been made therefor and the aggregate amount of such Liens is less than
     $5,000,000;

          (f) pledges or deposits in connection with workers' compensation,
     unemployment insurance and other social security legislation and deposits
     securing liability to insurance carriers under insurance or self-insurance
     arrangements in an aggregate amount not to exceed $10,000,000;

          (g) deposits to secure the performance of bids, trade contracts (other
     than for borrowed money), leases, statutory obligations, surety and appeal
     bonds, performance bonds and other obligations of a like nature incurred in
     the ordinary course of business;

          (h) easements, rights of way, restrictions and other similar
     encumbrances affecting real property which do not materially interfere with
     the ordinary conduct of the business of the Credit Parties and their
     Subsidiaries, taken as a whole;

          (i) Liens existing on the Closing Date and set forth on Schedule
     1.1(c); provided that (i) no such Lien shall at any time be extended to
     cover property or assets other than the property or assets subject thereto
     on the Closing Date and improvements thereon and (ii) the principal amount
     of the Indebtedness secured by such Lien shall not be increased;


                                       23



          (j) any extension, renewal or replacement (or successive extensions,
     renewals or replacements), in whole or in part, of any Lien referred to in
     this definition (other than Liens set forth on Schedule 1.1(c)); provided
     that such extension, renewal or replacement Lien shall be limited to all or
     a part of the property which secured the Lien so extended, renewed or
     replaced (plus improvements on such property);

          (k) Liens arising in the ordinary course of business by virtue of any
     contractual, statutory or common law provision relating to banker's Liens,
     rights of set-off or similar rights and remedies covering deposit or
     securities accounts (including funds or other assets credited thereto) or
     other funds maintained with a depository institution or securities
     intermediary;

          (l) any zoning, building or similar laws or rights reserved to or
     vested in any Governmental Authority;

          (m) restrictions on transfers of securities imposed by applicable
     Securities Laws;

          (n) Liens arising out of judgments or awards not resulting in an Event
     of Default; provided that the applicable Credit Party or Subsidiary shall
     in good faith be prosecuting an appeal or proceedings for review;

          (o) any interest or title of a lessor, licensor or sublessor under any
     lease, license or sublease entered into by any Credit Party or any
     Subsidiary thereof in the ordinary course of its business and covering only
     the assets so leased, licensed or subleased and replacements thereof;

          (p) Liens on the assets of Foreign Subsidiaries securing Indebtedness
     owing from Foreign Subsidiaries to Persons that are not Affiliates to the
     extent permitted by Section 6.1(j);

          (q) Liens on the assets of Foreign Subsidiaries securing Indebtedness
     of Foreign Subsidiaries permitted by Section 6.1 to non-Affiliates;

          (r) Liens on the assets of any Person existing at the time such assets
     are acquired by the Borrower or any Subsidiary or at the time such Person
     becomes a Subsidiary in connection with a Permitted Acquisition or is
     merged or consolidated into the Borrower or any Subsidiary in connection
     with a Permitted Acquisition so long as (i) such Liens (A) are not created,
     incurred or assumed in contemplation of such Permitted Acquisition and (B)
     do not extend to any other assets of the Borrower or any Subsidiary at the
     time of such Permitted Acquisition; and (ii) the aggregate principal amount
     of Indebtedness secured by all such Liens does not exceed $25,000,000 at
     any time;

          (s) assignments of insurance or condemnation proceeds provided to
     landlords (or their mortgagees) pursuant to the terms of any lease and
     Liens or rights reserved in any lease for rent or for compliance with the
     terms of such lease; and


                                       24



          (t) additional Liens so long as the principal amount of Indebtedness
     and other obligations secured thereby does not exceed $10,000,000 in the
     aggregate.

     "Person" shall mean an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

     "Plan" shall mean, as of any date of determination, any employee benefit
plan which is covered by Title IV of ERISA and in respect of which any Credit
Party or a Commonly Controlled Entity is (or, if such plan were terminated at
such time, would under Section 4069 of ERISA be deemed to be) an "employer" as
defined in Section 3(5) of ERISA.

     "Pledge Agreement" shall mean the Pledge Agreement dated as of the Closing
Date executed by the Credit Parties in favor of the Administrative Agent, for
the benefit of the Secured Parties, as the same may from time to time be
amended, modified, restated, amended and restated, extended, replaced, or
otherwise supplemented in accordance with the terms hereof and thereof.

     "Prime Rate" shall have the meaning set forth in the definition of
Alternate Base Rate.

     "Pro Forma Basis" shall mean, with respect to any transaction, that such
transaction shall be deemed to have occurred as of the first day of the
twelve-month period ending as of the most recent quarter end preceding the date
of such transaction.

     "Properties" shall have the meaning set forth in Section 3.10(a).

     "Purchasing Lenders" shall have the meaning set forth in Section 9.6(c).

     "Recovery Event" shall mean the receipt by any Credit Party or any of its
Subsidiaries of any cash insurance proceeds or condemnation or expropriation
award payable by reason of theft, loss, physical destruction or damage, taking
or similar event with respect to any of their respective property or assets
other than obsolete property or assets no longer used or useful in the business
of the Credit Parties or any of their Subsidiaries.

     "Register" shall have the meaning set forth in Section 9.6(d).

     "Reimbursement Obligation" shall mean the obligation of the Borrower to
reimburse the Issuing Lender pursuant to Section 2.3(d) for amounts drawn under
Letters of Credit.

     "Reorganization" shall mean, with respect to any Multiemployer Plan, the
condition that such Plan is in reorganization within the meaning of such term as
used in Section 4241 of ERISA.


                                       25



     "Reportable Event" shall mean any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty-day notice
period is waived under PBGC Reg. Section 4043.

     "Required Lenders" shall mean, as of any date of determination, Lenders
holding at least a majority of (a) the outstanding Revolving Commitments and
Term Loan or (b) if the Revolving Commitments have been terminated, the
outstanding Loans and Participation Interests; provided, however, that if any
Lender shall be a Defaulting Lender at such time, then there shall be excluded
from the determination of Required Lenders, Obligations (including Participation
Interests) owing to such Defaulting Lender and such Defaulting Lender's
Commitments.

     "Requirement of Law" shall mean, as to any Person, the articles or
certificate of incorporation and by-laws or other organizational or governing
documents of such Person, and each law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

     "Responsible Officer" shall mean, for any Credit Party, any duly authorized
officer thereof.

     "Restricted Payment" shall mean (a) any dividend or other distribution,
direct or indirect, on account of any shares of any class of Capital Stock of
any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (b)
any redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of Capital
Stock of any Credit Party or any of its Subsidiaries, now or hereafter
outstanding, (c) any payment made to retire, or to obtain the surrender of, any
outstanding warrants, options or other rights to acquire shares of any class of
Capital Stock of any Credit Party or any of its Subsidiaries, now or hereafter
outstanding, and (d) any payment or prepayment of principal of, premium, if any,
or interest on, redemption, purchase, retirement, defeasance, sinking fund or
similar payment with respect to, any Subordinated Debt of any Credit Party or
any of its Subsidiaries.

     "Revolver Maturity Date" shall mean the date that is five (5) years
following the Closing Date.

     "Revolving Commitment" shall mean, with respect to each Revolving Lender,
the commitment of such Revolving Lender to make Revolving Loans in an aggregate
principal amount at any time outstanding up to an amount equal to such Revolving
Lender's Revolving Commitment Percentage of the Revolving Committed Amount.

     "Revolving Commitment Percentage" shall mean, for each Lender, the
percentage identified as its Revolving Commitment Percentage in its Lender
Commitment Letter or in the Assignment Agreement pursuant to which such Lender
became a Lender hereunder, as such percentage may be modified in connection with
any assignment made in accordance with the provisions of Section 9.6(c).


                                       26



     "Revolving Committed Amount" shall have the meaning set forth in Section
2.1(a).

     "Revolving Lender" shall mean, as of any date of determination, a Lender
holding a Revolving Commitment on such date.

     "Revolving Loan" shall have the meaning set forth in Section 2.1.

     "Revolving Note" or "Revolving Notes" shall mean the promissory notes of
the Borrower provided pursuant to Section 2.1(e) in favor of any of the
Revolving Lenders evidencing the Revolving Loan provided by any such Revolving
Lender pursuant to Section 2.1(a), individually or collectively, as appropriate,
as such promissory notes may be amended, modified, restated, amended and
restated, extended, replaced, increased or otherwise supplemented from time to
time.

     "S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc.

     "Sanctioned Country" shall mean a country subject to a sanctions program
identified on the list maintained by OFAC and available at
http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise
published from time to time.

     "Sanctioned Person" shall mean (a) a Person named on the list of "Specially
Designated Nationals and Blocked Persons" maintained by OFAC available at
http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise
published from time to time, or (b) (i) an agency of the government of a
Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or
(iii) a person resident in a Sanctioned Country, to the extent subject to a
sanctions program administered by OFAC.

     "Sarbanes-Oxley" shall mean the Sarbanes-Oxley Act of 2002.

     "Scheduled Funded Debt Payments" shall mean, as of any date of
determination for the Borrower and its Subsidiaries, the sum of all scheduled
payments of principal on Funded Debt for the applicable period ending on the
date of determination (including the principal component of payments due on
Capital Leases during the applicable period ending on the date of
determination).

     "SEC" shall mean the Securities and Exchange Commission or any successor
Governmental Authority.

     "Secured Hedging Agreement" shall mean any Hedging Agreement between a
Credit Party and a Hedging Agreement Provider, as amended, modified, restated,
amended and restated, extended, replaced, increased or otherwise supplemented
from time to time pursuant to an agreement of the parties thereto.


                                       27



     "Secured Hedging Obligations" shall mean, without duplication, all of the
obligations, indebtedness and liabilities of the Credit Parties to the Hedging
Agreement Providers, whenever arising, under the Secured Hedging Agreements,
including principal, interest, fees, premiums, scheduled periodic payments,
breakage, termination and other payments, reimbursements and indemnification
obligations and other amounts (including, but not limited to, any interest
accruing after the occurrence of a filing of a petition of bankruptcy under the
Bankruptcy Code with respect to any Credit Party, regardless of whether such
interest is an allowed claim under the Bankruptcy Code).

     "Secured Parties" shall mean the Administrative Agent, the Lenders and the
Hedging Agreement Providers.

     "Securities Act" shall mean the Securities Act of 1933, together with any
amendment thereto or replacement thereof and any rules or regulations
promulgated thereunder.

     "Securities Laws" shall mean the Securities Act, the Exchange Act and
Sarbanes-Oxley, and the rules and regulations promulgated thereunder, as each of
the foregoing may be amended and in effect on any applicable date hereunder.

     "Security Agreement" shall mean the Security Agreement dated as of the
Closing Date executed by the Credit Parties in favor of the Administrative
Agent, for the benefit of the Secured Parties, as amended, modified, restated,
amended and restated, extended, replaced, increased or otherwise supplemented
from time to time in accordance with its terms.

     "Security Documents" shall mean the Security Agreement, the Pledge
Agreement and all other agreements, documents and instruments relating to,
arising out of, or in any way connected with any of the foregoing documents or
granting to the Administrative Agent, Liens or security interests to secure,
inter alia, the Credit Party Obligations whether now or hereafter executed
and/or filed, each as may be amended from time to time in accordance with the
terms hereof, executed and delivered in connection with the granting, attachment
and perfection of the Administrative Agent's security interests and liens
arising thereunder, including, without limitation, UCC financing statements.

     "Senior Leverage Ratio" shall mean, as of the end of each fiscal quarter of
the Borrower, for the Borrower and its Subsidiaries on a Consolidated basis for
the four consecutive quarters ending on such date, the ratio of (a) Consolidated
Funded Debt on such date minus Subordinated Debt on such date minus, (i) to the
extent the Term Loan on such date is outstanding, but no Revolving Loan or
Swingline Loan is outstanding on such date, cash and Cash Equivalents on the
balance sheet of the Borrower and its Subsidiaries in an aggregate amount not to
exceed $150,000,000 or (ii) to the extent no Term Loan, Revolving Loan or
Swingline Loan is outstanding on such date, cash and Cash Equivalents on the
balance sheet of the Borrower and its Subsidiaries to (b) Consolidated EBITDA
for such four fiscal quarter period.

     "Senior Subordinated Convertible Notes" shall mean those 2.00% Senior
Subordinated Convertible Notes.


                                       28



     "Senior Subordinated Indebtedness" shall mean the Senior Subordinated Notes
and the Senior Subordinated Convertible Notes.

     "Senior Subordinated Notes" shall mean those 8.25% Senior Subordinated
Notes due 2013.

     "Senior Unsecured Notes" shall mean the Acquired Company's 7 3/8% Senior
Unsecured Notes due May 2006.

     "Single Employer Plan" shall mean any Plan that is not a Multiemployer
Plan.

     "Subordinated Debt" shall mean any Indebtedness incurred by any Credit
Party which by its terms is specifically subordinated in right of payment to the
prior payment of the Credit Party Obligations and contains subordination and
other terms acceptable to the Administrative Agent.

     "Subsidiary" shall mean, as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or similar managers
of such corporation, limited liability company, partnership or other entity are
at the time owned, or the management of which is otherwise controlled, directly
or indirectly through one or more intermediaries, or both, by such Person.
Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Borrower.

     "Swingline Commitment" shall mean the commitment of the Swingline Lender to
make Swingline Loans in an aggregate principal amount at any time outstanding up
to the Swingline Committed Amount, and the commitment of the Revolving Lenders
to purchase participation interests in the Swingline Loans as provided in
Section 2.4(b)(ii), as such amounts may be reduced from time to time in
accordance with the provisions hereof.

     "Swingline Committed Amount" shall mean the amount of the Swingline
Lender's Swingline Commitment as specified in Section 2.4(a).

     "Swingline Lender" shall mean Wachovia and any successor in such capacity.

     "Swingline Loan" shall have the meaning set forth in Section 2.4(a).

     "Swingline Note" shall mean the promissory note of the Borrower in favor of
the Swingline Lender evidencing the Swingline Loans provided pursuant to Section
2.4(d), as such promissory note may be amended, modified, restated, amended and
restated, extended, replaced, increased or otherwise supplemented from time to
time.

     "Taxes" shall have the meaning set forth in Section 2.17.

     "Term Loan" shall mean the Term Loan A and/or the Interim Term Loan, as
applicable.


                                       29



     "Term Loan A" shall have the meaning set forth in Section 2.2(a).

     "Term Loan A Commitment" shall mean, with respect to each Term Loan A
Lender, the commitment of such Term Loan A Lender to make its portion of the
Term Loan A in a principal amount equal to such Term Loan A Lender's Term Loan A
Commitment Percentage of the Term Loan A Committed Amount.

     "Term Loan A Commitment Percentage" shall mean, for any Term Loan A Lender,
the percentage identified as its Term Loan A Commitment Percentage in its Lender
Commitment Letter, as such percentage may be modified in connection with any
assignment made in accordance with the provisions of Section 9.6.

     "Term Loan A Committed Amount" shall have the meaning set forth in Section
2.2(a).

     "Term Loan A Lender" shall mean a Lender holding a Term Loan A Commitment
or a portion of the outstanding Term Loan A.

     "Term Loan A Maturity Date" shall mean the date that is five (5) years
following the Closing Date.

     "Term Loan A Note" or "Term Loan A Notes" shall mean the promissory notes
of the Borrower (if any) in favor of any of the Term Loan A Lenders evidencing
the portion of the Term Loan A provided by any such Term Loan A Lender pursuant
to Section 2.2(a), individually or collectively, as appropriate, as such
promissory notes may be amended, modified, restated, amended and restated,
extended, replaced, increased or otherwise supplemented from time to time.

     "Term Loan Commitment" shall mean the Term Loan A Commitment and/or the
Interim Term Loan Commitment, as applicable

     "Term Loan Committed Amount" shall mean the Term Loan A Committed Amount
and/or the Interim Term Loan Committed Amount, as applicable.

     "Term Loan Lender" shall mean the Term Loan A Lenders and/or the Interim
Term Loan Lender, as applicable.

     "Term Loan Maturity Date" shall mean the Term Loan A Maturity Date and/or
the Interim Maturity Date, as applicable.

     "Term Loan Note" or "Term Loan Notes" shall mean the Interim Term Loan Note
and/or the Term Loan A Notes, as applicable.

     "Total Leverage Ratio" shall mean, as of the end of each fiscal quarter of
the Borrower, for the Borrower and its Subsidiaries on a Consolidated basis for
the four consecutive quarters ending on such date, the ratio of (a) Consolidated
Funded Debt of the Borrower and its


                                       30



Subsidiaries on such date minus, (i) to the extent the Term Loan on such date is
outstanding, but no Revolving Loan or Swingline Loan is outstanding on such
date, cash and Cash Equivalents on the balance sheet of the Borrower and its
Subsidiaries in an aggregate amount not to exceed $150,000,000 or (ii) to the
extent no Term Loan, Revolving Loan or Swingline Loan is outstanding on such
date, cash and Cash Equivalents on the balance sheet of the Borrower and its
Subsidiaries to (b) Consolidated EBITDA for such four fiscal quarter period.

     "Trademark License" shall mean any agreement, whether written or oral,
providing for the grant by or to a Person of any right to use any Trademark,
including, without limitation, any thereof referred to in Schedule 3.16.

     "Trademarks" shall mean (a) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, service marks,
elements of package or trade dress of goods or services, logos and other source
or business identifiers, together with the goodwill associated therewith, now
existing or hereafter adopted or acquired, all registrations and recordings
thereof, and all applications in connection therewith, whether in the United
States Patent and Trademark Office or in any similar office or agency of the
United States, any State thereof or any other country or any political
subdivision thereof, including, without limitation, any thereof referred to in
Schedule 3.16 and (b) all renewals thereof including, without limitation, any
thereof referred to in Schedule 3.16.

     "Tranche" shall mean the collective reference to LIBOR Rate Loans whose
Interest Periods begin and end on the same day.

     "Transactions" shall mean the closing of this Agreement, the other Credit
Documents and the other transactions contemplated hereby to occur in connection
with such closing (including, without limitation, the initial borrowings under
the Credit Documents, the payment of fees and expenses in connection with all of
the foregoing and the Acquisition).

     "Transfer Effective Date" shall have the meaning set forth in each
Assignment Agreement.

     "Type" shall mean, as to any Loan, its nature as an Alternate Base Rate
Loan or LIBOR Rate Loan, as the case may be.

     "UCC" shall mean the Uniform Commercial Code from time to time in effect in
any applicable jurisdiction.

     "Unused Fee" shall have the meaning set forth in Section 2.5(a).

     "Voting Stock" shall mean, with respect to any Person, Capital Stock issued
by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
may be or have been suspended by the happening of such a contingency.


                                       31



     "Wachovia" shall mean Wachovia Bank, National Association, a national
banking association, together with its successors and/or assigns.

     "Works" shall mean all works which are subject to copyright protection
pursuant to Title 17 of the United States Code.

     SECTION 1.2 OTHER DEFINITIONAL PROVISIONS.

          (a) Unless otherwise specified therein, all terms defined in this
     Agreement shall have the defined meanings when used in the Notes or other
     Credit Documents or any certificate or other document made or delivered
     pursuant hereto.

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

          (c) The meanings given to terms defined herein shall be equally
     applicable to both the singular and plural forms of such terms.

     SECTION 1.3 ACCOUNTING TERMS.

     Unless otherwise specified herein, all accounting terms used herein shall
be interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP applied on a basis consistent with the most recent audited
Consolidated financial statements of the Borrower delivered to the Lenders;
provided that, if the Borrower shall notify the Administrative Agent that it
wishes to amend any definitions incorporated in Section 5.9 to eliminate the
effect of any change in GAAP on the operation of any such definition or
provision (or if the Administrative Agent notifies the Borrower that the
Required Lenders wish to amend any such definition or provision for such
purpose), then the Borrower's compliance with such provisions shall be
determined on the basis of GAAP in effect immediately before the relevant change
in GAAP became effective, until either such notice is withdrawn or such
definition or provision is amended in a manner satisfactory to the Borrower and
the Required Lenders.

     The Borrower shall deliver to the Administrative Agent and each Lender at
the same time as the delivery of any annual or quarterly financial statements
given in accordance with the provisions of Section 5.1, (a) a description in
reasonable detail of any material change in the application of accounting
principles employed in the preparation of such financial statements from those
applied in the most recently preceding quarterly or annual financial statements
as to which no objection shall have been made in accordance with the provisions
above and (b) a reasonable estimate of the effect on the financial statements on
account of such changes in application.

     For purposes of computing the financial covenants set forth in Section 5.9
for any applicable test period, any Permitted Acquisition or permitted sale of
assets (including a stock


                                       32



sale) shall be given pro forma effect as if such transaction had taken place as
of the first day of such applicable test period.

     SECTION 1.4 TIME REFERENCES.

     Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).

                                   ARTICLE II

                           THE LOANS; AMOUNT AND TERMS

     SECTION 2.1 REVOLVING LOANS.

          (a) Revolving Commitment. During the Commitment Period, subject to the
     terms and conditions hereof, each Revolving Lender severally, but not
     jointly, agrees to make revolving credit loans in Dollars ("Revolving
     Loans") to the Borrower from time to time in an aggregate principal amount
     of up to FOUR HUNDRED TWENTY-FIVE MILLION DOLLARS ($425,000,000) (as such
     aggregate maximum amount may be reduced from time to time as provided in
     Section 2.6, the "Revolving Committed Amount") for the purposes hereinafter
     set forth; provided, however, that (i) with regard to each Revolving Lender
     individually, the sum of such Revolving Lender's Revolving Commitment
     Percentage of the aggregate principal amount of outstanding Revolving Loans
     plus such Revolving Lender's Revolving Commitment Percentage of outstanding
     Swingline Loans plus such Revolving Lender's Revolving Commitment
     Percentage of outstanding LOC Obligations shall not exceed such Revolving
     Lender's Revolving Commitment and (ii) with regard to the Revolving Lenders
     collectively, the sum of the aggregate principal amount of outstanding
     Revolving Loans plus outstanding Swingline Loans plus outstanding LOC
     Obligations shall not exceed the Revolving Committed Amount then in effect.
     Revolving Loans may consist of Alternate Base Rate Loans or LIBOR Rate
     Loans, or a combination thereof, as the Borrower may request, and may be
     repaid and reborrowed in accordance with the provisions hereof; provided,
     however, the Revolving Loans made on the Closing Date or any of the three
     (3) Business Days following the Closing Date, may only consist of Alternate
     Base Rate Loans unless the Borrower delivers a funding indemnity letter,
     substantially in the form of Exhibit 2.1(a), reasonably acceptable to the
     Administrative Agent not less than three (3) Business Days prior to the
     Closing Date; provided, further, that any such Alternate Base Rate Loans
     may be converted to LIBOR Rate Loans in accordance with Section 2.9. LIBOR
     Rate Loans shall be made by each Revolving Lender at its LIBOR Lending
     Office and Alternate Base Rate Loans at its Domestic Lending Office.

          (b) Revolving Loan Borrowings.

               (i) Notice of Borrowing. The Borrower shall request a Revolving
          Loan borrowing by delivering a written Notice of Borrowing (or
          telephone notice


                                       33



          promptly confirmed in writing by delivery of a written Notice of
          Borrowing, which delivery may be by fax) to the Administrative Agent
          not later than 11:00 A.M. on the Business Day of the requested
          borrowing in the case of Alternate Base Rate Loans, and on the third
          Business Day prior to the date of the requested borrowing in the case
          of LIBOR Rate Loans. Each such Notice of Borrowing shall be
          irrevocable and shall specify (A) that a Revolving Loan is requested,
          (B) the date of the requested borrowing (which shall be a Business
          Day), (C) the aggregate principal amount to be borrowed and (D)
          whether the borrowing shall be comprised of Alternate Base Rate Loans,
          LIBOR Rate Loans or a combination thereof, and if LIBOR Rate Loans are
          requested, the Interest Period(s) therefor. If the Borrower shall fail
          to specify in any such Notice of Borrowing (1) an applicable Interest
          Period in the case of a LIBOR Rate Loan, then such notice shall be
          deemed to be a request for an Interest Period of one month, or (2) the
          Type of Revolving Loan requested, then such notice shall be deemed to
          be a request for an Alternate Base Rate Loan hereunder. The
          Administrative Agent shall give notice to each Revolving Lender
          promptly upon receipt of each Notice of Borrowing, the contents
          thereof and each such Revolving Lender's share thereof.

               (ii) Minimum Amounts. Each Revolving Loan that is made as an
          Alternate Base Rate Loan shall be in a minimum aggregate amount of
          $2,500,000 and in integral multiples of $1,000,000 in excess thereof
          (or the remaining amount of the Revolving Committed Amount, if less).
          Each Revolving Loan that is made as a LIBOR Rate Loan shall be in a
          minimum aggregate amount of $2,500,000 and in integral multiples of
          $1,000,000 in excess thereof (or the remaining amount of the Revolving
          Committed Amount, if less).

               (iii) Advances. Each Revolving Lender will make its Revolving
          Commitment Percentage of each Revolving Loan borrowing available to
          the Administrative Agent for the account of the Borrower at the office
          of the Administrative Agent specified in Section 9.2, or at such other
          office as the Administrative Agent may designate in writing, upon
          reasonable advance notice by 1:00 P.M. on the date specified in the
          applicable Notice of Borrowing, in Dollars and in funds immediately
          available to the Administrative Agent. Such borrowing will then be
          made available to the Borrower by the Administrative Agent by
          crediting the account of the Borrower on the books of such office (or
          such other account that the Borrower may designate in writing to the
          Administrative Agent) with the aggregate of the amounts made available
          to the Administrative Agent by the Revolving Lenders and in like funds
          as received by the Administrative Agent.

          (c) Repayment. Subject to the terms of this Agreement, Revolving Loans
     may be borrowed, repaid and reborrowed during the Commitment Period. The
     principal amount of all Revolving Loans shall be due and payable in full on
     the Revolver Maturity Date, unless accelerated sooner pursuant to Section
     7.2.


                                       34



          (d) Interest. Subject to the provisions of Section 2.8(b), Revolving
     Loans shall bear interest as follows:

               (i) Alternate Base Rate Loans. During such periods as any
          Revolving Loans shall be comprised of Alternate Base Rate Loans, each
          such Alternate Base Rate Loan shall bear interest at a per annum rate
          equal to the sum of the Alternate Base Rate plus the Applicable
          Percentage; and

               (ii) LIBOR Rate Loans. During such periods as Revolving Loans
          shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan
          shall bear interest at a per annum rate equal to the sum of the LIBOR
          Rate plus the Applicable Percentage.

          Interest on Revolving Loans shall be payable in arrears on each
     Interest Payment Date.

          (e) Revolving Notes; Covenant to Pay. The Borrower's obligation to pay
     each Lender's Revolving Loans shall be evidenced, upon such Revolving
     Lender's request, by a duly executed promissory note of the Borrower to
     such Revolving Lender in substantially the form of Exhibit 2.1(e). The
     Borrower covenants and agrees to pay the Revolving Loans in accordance with
     the terms of this Agreement and the Revolving Note or Revolving Notes.

     SECTION 2.2 TERM LOAN A.

          (a) Term Loan A. Subject to the terms and conditions hereof and in
     reliance upon the representations and warranties set forth herein, each
     Term Loan A Lender severally, but not jointly, agrees to make available to
     the Borrower (through the Administrative Agent) on the Closing Date such
     Term Loan A Lender's Term Loan A Commitment Percentage of a term loan in
     Dollars (the "Term Loan A") in the aggregate principal amount of ONE
     HUNDRED MILLION DOLLARS ($100,000,000) (the "Term Loan A Committed Amount")
     for the purposes hereinafter set forth. Upon receipt by the Administrative
     Agent of the proceeds of the Term Loan A on or prior to the Closing Date,
     such proceeds will then be made available to the Borrower on the Closing
     Date by the Administrative Agent by crediting the account of the Borrower
     on the books of the office of the Administrative Agent specified in Section
     9.2, or at such other office as the Administrative Agent may designate in
     writing, with the aggregate of such proceeds made available to the
     Administrative Agent by the Term Loan A Lenders and in like funds as
     received by the Administrative Agent (or by crediting such other account(s)
     as directed by the Borrower). The Term Loan A may consist of Alternate Base
     Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower
     may request; provided, however, that the Term Loan A made on the Closing
     Date may only consist of Alternate Base Rate Loans unless the Borrower
     delivers a funding indemnity letter, substantially in the form of Exhibit
     2.1(a), reasonably acceptable to the Administrative Agent not less than
     three (3) Business Days prior to the Closing Date; provided, further, that
     any such Alternate Base Rate Loans may be converted to LIBOR Rate Loans in


                                       35



     accordance with Section 2.9. LIBOR Rate Loans shall be made by each Term
     Loan A Lender at its LIBOR Lending Office and Alternate Base Rate Loans at
     its Domestic Lending Office. Amounts repaid or prepaid on the Term Loan A
     may not be reborrowed.

          (b) Repayment of Term Loan A. The principal amount of the Term Loan A
     shall be repaid in twenty (20) consecutive quarterly installments as
     follows, unless accelerated sooner pursuant to Section 7.2:

                                                 TERM LOAN A PRINCIPAL
PRINCIPAL AMORTIZATION PAYMENT DATES             AMORTIZATION PAYMENT
------------------------------------   ----------------------------------------
            June 30, 2006                                 $0
         September 30, 2006                               $0
          December 31, 2006                               $0
           March 31, 2007                                 $0
            June 30, 2007                             $1,250,000
         September 30, 2007                           $1,250,000
          December 31, 2007                           $1,250,000
           March 31, 2008                             $1,250,000
            June 30, 2008                             $2,500,000
         September 30, 2008                           $2,500,000
          December 31, 2008                           $2,500,000
           March 31, 2009                             $2,500,000
            June 30, 2009                             $2,500,000
         September 30, 2009                           $2,500,000
          December 31, 2009                           $2,500,000
           March 31, 2010                             $2,500,000
            June 30, 2010                            $18,750,000
         September 30, 2010                          $18,750,000
          December 31, 2010                          $18,750,000
      Term Loan A Maturity Date        $18,750,000 or the remaining outstanding
                                           principal amount of the Term Loan

          (c) Interest on the Term Loan A. Subject to the provisions of Section
     2.8, the Term Loan A shall bear interest as follows:

               (i) Alternate Base Rate Loans. During such periods as the Term
          Loan A shall be comprised of Alternate Base Rate Loans, each such
          Alternate Base Rate Loan shall bear interest at a per annum rate equal
          to the sum of the Alternate Base Rate plus the Applicable Percentage;
          and

               (ii) LIBOR Rate Loans. During such periods as the Term Loan A
          shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan
          shall bear interest at a per annum rate equal to the sum of the LIBOR
          Rate plus the Applicable Percentage.


                                       36



          Interest on the Term Loan A shall be payable in arrears on each
     Interest Payment Date.

          (d) Term Loan A Notes; Covenant to Pay. The Borrower's obligation to
     pay each Term Loan A Lender shall be evidenced, upon such Term Loan A
     Lender's request, by a duly executed promissory note of the Borrower to
     such Term Loan A Lender in substantially the form of Exhibit 2.2(d). The
     Borrower covenants and agrees to pay the Term Loan A in accordance with the
     terms of this Agreement and the Term Note A or Term Notes A.

     SECTION 2.2 A INTERIM TERM LOAN.

          (a) Interim Term Loan. Subject to the terms and conditions hereof and
     in reliance upon the representations and warranties set forth herein, the
     Interim Term Loan Lender agrees to make available to the Borrower (through
     the Administrative Agent) on the Closing Date a term loan in Dollars (the
     "Interim Term Loan") in the aggregate principal amount of THREE HUNDRED
     MILLION DOLLARS ($300,000,000) (the "Interim Term Loan Committed Amount")
     for the purposes hereinafter set forth. Upon receipt by the Administrative
     Agent of the proceeds of the Interim Term Loan on or prior to the Closing
     Date, such proceeds will then be made available to the Borrower on the
     Closing Date by the Administrative Agent by crediting the account of the
     Borrower on the books of the office of the Administrative Agent specified
     in Section 9.2, or at such other office as the Administrative Agent may
     designate in writing, with the aggregate of such proceeds made available to
     the Administrative Agent by the Interim Term Loan Lender and in like funds
     as received by the Administrative Agent (or by crediting such other
     account(s) as directed by the Borrower). The Interim Term Loan may only
     consist of Alternate Base Rate Loans. Amounts repaid or prepaid on the
     Interim Term Loan may not be reborrowed.

          (b) Repayment of the Interim Term Loan. The principal amount of the
     Interim Term Loan shall be due and payable in full on the Interim Maturity
     Date, unless accelerated sooner pursuant to Section 7.2.

          (c) Interest on the Term Loan. Subject to the provisions of Section
     2.8, the Interim Term Loan shall bear interest at a per annum rate equal to
     the sum of the Alternate Base Rate plus the Applicable Percentage.

          Interest on the Interim Term Loan shall be payable on the Interim
     Maturity Date.

          (d) Interim Term Loan Note; Covenant to Pay. The Borrower's obligation
     to pay the Interim Term Loan Lender shall be evidenced, upon the Interim
     Term Loan Lender's request, by a duly executed promissory note of the
     Borrower to the Interim Term Loan Lender in substantially the form of
     Exhibit 2.2A(e). The Borrower covenants and agrees to pay the Interim Term
     Loan in accordance with the terms of this Agreement and the Interim Term
     Note.


                                       37



     SECTION 2.3 LETTER OF CREDIT SUBFACILITY.

          (a) Issuance. Subject to the terms and conditions hereof and of the
     LOC Documents, if any, and any other terms and conditions which the Issuing
     Lender may reasonably require, during the Commitment Period the Issuing
     Lender shall issue, and the Revolving Lenders shall participate in, standby
     and commercial Letters of Credit for the account of the Borrower from time
     to time upon request in a form acceptable to the Issuing Lender; provided,
     however, that (i) the aggregate amount of LOC Obligations shall not at any
     time exceed SEVENTY-FIVE MILLION DOLLARS ($75,000,000) (the "LOC Committed
     Amount"), (ii) the sum of the aggregate principal amount of outstanding
     Revolving Loans plus outstanding Swingline Loans plus outstanding LOC
     Obligations shall not at any time exceed the Revolving Committed Amount
     then in effect, (iii) all Letters of Credit shall be denominated in Dollars
     and (iv) Letters of Credit shall be issued for any lawful corporate
     purposes and may be issued as standby letters of credit, including in
     connection with workers' compensation and other insurance programs. No
     Letter of Credit shall have an original expiry date more than twelve (12)
     months from the date of issuance; provided, however, so long as no Default
     or Event of Default has occurred and is continuing and subject to the other
     terms and conditions to the issuance of Letters of Credit hereunder, the
     expiry dates of Letters of Credit may be extended annually or periodically
     from time to time on the request of the Borrower or by operation of the
     terms of the applicable Letter of Credit to a date not more than twelve
     (12) months from the date of extension; provided, further, that no Letter
     of Credit, as originally issued or as extended, shall have an expiry date
     extending beyond the date that is five (5) Business Days prior to the
     Revolver Maturity Date. Each Letter of Credit shall comply with the related
     LOC Documents. The issuance and expiry date of each Letter of Credit shall
     be a Business Day. Each Letter of Credit issued hereunder shall be in a
     minimum original face amount of $100,000 or such lesser amount as approved
     by the Issuing Lender. The Existing Letters of Credit shall, as of the
     Closing Date, be deemed to have been issued pursuant hereto as "Letters of
     Credit". The Borrower's reimbursement obligations in respect of each
     Existing Letter of Credit, and each Revolving Lender's participation
     obligations in connection therewith, shall be governed by the terms of this
     Credit Agreement. The Borrower hereby assumes and agrees to pay all
     reimbursement obligations of Stewart & Stevenson Services, Inc., with
     respect to all Existing Letters of Credit.

          (b) Notice and Reports. The request for the issuance of a Letter of
     Credit shall be submitted to the Issuing Lender at least three (3) Business
     Days prior to the requested date of issuance. The Issuing Lender will
     promptly upon request of the Administrative Agent or any Revolving Lender
     provide to the Administrative Agent for dissemination to the Revolving
     Lenders a detailed report specifying the Letters of Credit which are then
     issued and outstanding and any activity with respect thereto which may have
     occurred since the date of any prior report, and including therein, among
     other things, the account party, the beneficiary, the face amount, expiry
     date as well as any payments or expirations which may have occurred. The
     Issuing Lender will further provide to the Administrative Agent promptly
     upon request copies of the Letters of


                                       38



     Credit. The Issuing Lender will provide to the Administrative Agent
     promptly upon request a summary report of the nature and extent of LOC
     Obligations then outstanding.

          (c) Participations. Each Revolving Lender, upon issuance of a Letter
     of Credit, shall be deemed to have purchased without recourse a risk
     participation from the Issuing Lender in such Letter of Credit and the
     obligations arising thereunder and any collateral relating thereto, in each
     case in an amount equal to its Revolving Commitment Percentage of the
     obligations under such Letter of Credit and shall absolutely,
     unconditionally and irrevocably assume, as primary obligor and not as
     surety, and be obligated to pay to the Issuing Lender therefor and
     discharge when due, its Revolving Commitment Percentage of the obligations
     arising under such Letter of Credit; provided that any Person that becomes
     a Lender after the Closing Date shall be deemed to have purchased a
     Participation Interest in all outstanding Letters of Credit on the date it
     becomes a Lender hereunder and any Letter of Credit issued on or after such
     date, in each case in accordance with the foregoing terms. Without limiting
     the scope and nature of each Revolving Lender's participation in any Letter
     of Credit, to the extent that the Issuing Lender has not been reimbursed as
     required hereunder or under any LOC Document, each such Revolving Lender
     shall pay to the Issuing Lender its Revolving Commitment Percentage of such
     unreimbursed drawing in same day funds pursuant to and in accordance with
     the provisions of subsection (d) hereof. The obligation of each Revolving
     Lender to so reimburse the Issuing Lender shall be absolute and
     unconditional and shall not be affected by the occurrence of a Default, an
     Event of Default or any other occurrence or event. Any such reimbursement
     shall not relieve or otherwise impair the obligation of the Borrower to
     reimburse the Issuing Lender under any Letter of Credit, together with
     interest as hereinafter provided.

          (d) Reimbursement. In the event of any drawing under any Letter of
     Credit, the Issuing Lender will promptly notify the Borrower and the
     Administrative Agent. The Borrower shall reimburse the Issuing Lender on
     the day of drawing under any Letter of Credit (either with the proceeds of
     a Revolving Loan obtained hereunder or otherwise) in same day funds as
     provided herein or in the LOC Documents. If the Borrower shall fail to
     reimburse the Issuing Lender as provided herein, the unreimbursed amount of
     such drawing shall bear interest at a per annum rate equal to the ABR
     Default Rate. Unless the Borrower shall immediately notify the Issuing
     Lender and the Administrative Agent of its intent to otherwise reimburse
     the Issuing Lender, the Borrower shall be deemed to have requested a
     Mandatory LOC Borrowing in the amount of the drawing as provided in
     subsection (e) hereof, the proceeds of which will be used to satisfy the
     Reimbursement Obligations. The Borrower's Reimbursement Obligations
     hereunder shall be absolute and unconditional under all circumstances
     irrespective of any rights of set-off, counterclaim or defense to payment
     the Borrower may claim or have against the Issuing Lender, the
     Administrative Agent, the Lenders, the beneficiary of the Letter of Credit
     drawn upon or any other Person, including without limitation any defense
     based on any failure of the Borrower to receive consideration or the
     legality, validity, regularity or unenforceability of the Letter of Credit.
     The Issuing Lender will promptly notify the other Revolving Lenders of the
     amount of any unreimbursed drawing and each Revolving Lender shall promptly
     pay to the Administrative Agent for the account of the Issuing


                                       39



     Lender, in Dollars and in immediately available funds, the amount of such
     Revolving Lender's Revolving Commitment Percentage of such unreimbursed
     drawing. Such payment shall be made on the day such notice is received by
     such Revolving Lender from the Issuing Lender if such notice is received at
     or before 2:00 P.M., otherwise such payment shall be made at or before
     12:00 Noon on the Business Day next succeeding the day such notice is
     received. If such Revolving Lender does not pay such amount to the Issuing
     Lender in full upon such request, such Revolving Lender shall, on demand,
     pay to the Administrative Agent for the account of the Issuing Lender
     interest on the unpaid amount during the period from the date of such
     drawing until such Revolving Lender pays such amount to the Issuing Lender
     in full at a rate per annum equal to, if paid within two (2) Business Days
     of the date of drawing, the Federal Funds Effective Rate and thereafter at
     a rate equal to the Alternate Base Rate. Each Revolving Lender's obligation
     to make such payment to the Issuing Lender, and the right of the Issuing
     Lender to receive the same, shall be absolute and unconditional, shall not
     be affected by any circumstance whatsoever and without regard to the
     termination of this Agreement or the Commitments hereunder, the existence
     of a Default or Event of Default or the acceleration of the Credit Party
     Obligations hereunder and shall be made without any offset, abatement,
     withholding or reduction whatsoever.

          (e) Repayment with Revolving Loans. On any day on which the Borrower
     shall have requested, or been deemed to have requested, a Revolving Loan to
     reimburse a drawing under a Letter of Credit, the Administrative Agent
     shall give notice to the Revolving Lenders that a Revolving Loan has been
     requested or deemed requested in connection with a drawing under a Letter
     of Credit, in which case a Revolving Loan borrowing comprised entirely of
     Alternate Base Rate Loans (each such borrowing, a "Mandatory LOC
     Borrowing") shall be made (without giving effect to any termination of the
     Commitments pursuant to Section 7.2) pro rata based on each Revolving
     Lender's respective Revolving Commitment Percentage (determined before
     giving effect to any termination of the Commitments pursuant to Section
     7.2) and the proceeds thereof shall be paid directly to the Issuing Lender
     for application to the respective LOC Obligations. Each Revolving Lender
     hereby irrevocably agrees to make such Revolving Loans on the day such
     notice is received by the Revolving Lenders from the Administrative Agent
     if such notice is received at or before 2:00 P.M., otherwise such payment
     shall be made at or before 12:00 Noon on the Business Day next succeeding
     the day such notice is received, in each case notwithstanding (i) the
     amount of Mandatory LOC Borrowing may not comply with the minimum amount
     for borrowings of Revolving Loans otherwise required hereunder, (ii)
     whether any conditions specified in Section 4.2 are then satisfied, (iii)
     whether a Default or an Event of Default then exists, (iv) failure for any
     such request or deemed request for Revolving Loan to be made by the time
     otherwise required in Section 2.1(b), (v) the date of such Mandatory LOC
     Borrowing, or (vi) any reduction in the Revolving Committed Amount after
     any such Letter of Credit may have been drawn upon. In the event that any
     Mandatory LOC Borrowing cannot for any reason be made on the date otherwise
     required above (including, without limitation, as a result of the
     occurrence of a Bankruptcy Event), then each such Revolving Lender hereby
     agrees that it shall forthwith fund (as of the date the Mandatory LOC
     Borrowing would otherwise have occurred, but adjusted for any payments
     received from the Borrower on or after


                                       40



     such date and prior to such purchase) its Participation Interests in the
     outstanding LOC Obligations; provided, further, that in the event any
     Revolving Lender shall fail to fund its Participation Interest on the day
     the Mandatory LOC Borrowing would otherwise have occurred, then the amount
     of such Revolving Lender's unfunded Participation Interest therein shall
     bear interest payable by such Revolving Lender to the Issuing Lender upon
     demand, at the rate equal to, if paid within two (2) Business Days of such
     date, the Federal Funds Effective Rate, and thereafter at a rate equal to
     the Alternate Base Rate.

          (f) Modification, Extension. The issuance of any supplement,
     modification, amendment, renewal, or extension to any Letter of Credit
     shall, for purposes hereof, be treated in all respects the same as the
     issuance of a new Letter of Credit hereunder.

          (g) ISP98 and UCP. Unless otherwise expressly agreed by the Issuing
     Lender and the Borrower, when a Letter of Credit is issued, (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.

          (h) Conflict with LOC Documents. In the event of any conflict between
     this Agreement and any LOC Document (including any letter of credit
     application), this Agreement shall control.

          (i) Designation of Subsidiaries as Account Parties. Notwithstanding
     anything to the contrary set forth in this Agreement, including without
     limitation Section 2.3(a), a Letter of Credit issued hereunder may contain
     a statement to the effect that such Letter of Credit is issued for the
     account of a Subsidiary of the Borrower; provided that, notwithstanding
     such statement, the Borrower shall be the actual account party for all
     purposes of this Agreement for such Letter of Credit and such statement
     shall not affect the Borrower's Reimbursement Obligations hereunder with
     respect to such Letter of Credit.

     SECTION 2.4 SWINGLINE LOAN SUBFACILITY.

          (a) Swingline Commitment. During the Commitment Period, subject to the
     terms and conditions hereof, the Swingline Lender, in its individual
     capacity, agrees to make certain revolving credit loans to the Borrower
     (each a "Swingline Loan" and, collectively, the "Swingline Loans") for the
     purposes hereinafter set forth; provided, however, (i) the aggregate
     principal amount of Swingline Loans outstanding at any time shall not
     exceed TWENTY MILLION DOLLARS ($20,000,000) (the "Swingline Committed
     Amount"), and (ii) the sum of the aggregate principal amount of outstanding
     Revolving Loans plus outstanding Swingline Loans plus outstanding LOC
     Obligations shall not exceed the Revolving Committed Amount then in effect.
     Swingline Loans hereunder may be repaid and reborrowed in accordance with
     the provisions hereof.


                                       41



          (b) Swingline Loan Borrowings.

               (i) Notice of Borrowing and Disbursement. Upon receiving a Notice
          of Borrowing from the Borrower not later than 12:00 Noon on any
          Business Day requesting that a Swingline Loan be made, the Swingline
          Lender will make Swingline Loans available to the Borrower on the same
          Business Day such request is received by the Administrative Agent.
          Swingline Loan borrowings hereunder shall be made in minimum amounts
          of $500,000 (or the remaining available amount of the Swingline
          Committed Amount if less) and in integral amounts of $500,000 in
          excess thereof.

               (ii) Repayment of Swingline Loans. Each Swingline Loan borrowing
          shall be due and payable on the Revolver Maturity Date. The Swingline
          Lender may, at any time, in its sole discretion, by written notice to
          the Borrower and the Administrative Agent, demand repayment of its
          Swingline Loans by way of a Revolving Loan borrowing, in which case
          the Borrower shall be deemed to have requested a Revolving Loan
          borrowing comprised entirely of Alternate Base Rate Loans in the
          amount of such Swingline Loans; provided, however, that, in the
          following circumstances, any such demand shall also be deemed to have
          been given one Business Day prior to each of (A) the Revolver Maturity
          Date, (B) the occurrence of any Bankruptcy Event, (C) upon
          acceleration of the Credit Party Obligations hereunder, whether on
          account of a Bankruptcy Event or any other Event of Default, and (D)
          the exercise of remedies in accordance with the provisions of Section
          7.2 hereof (each such Revolving Loan borrowing made on account of any
          such deemed request therefor as provided herein being hereinafter
          referred to as "Mandatory Swingline Borrowing"). Each Revolving Lender
          hereby irrevocably agrees to make such Revolving Loans promptly upon
          any such request or deemed request on account of each Mandatory
          Swingline Borrowing in the amount and in the manner specified in the
          preceding sentence on the date such notice is received by the
          Revolving Lenders from the Administrative Agent if such notice is
          received at or before 2:00 P.M., otherwise such payment shall be made
          at or before 12:00 Noon on the Business Day next succeeding the date
          such notice is received notwithstanding (1) the amount of Mandatory
          Swingline Borrowing may not comply with the minimum amount for
          borrowings of Revolving Loans otherwise required hereunder, (2)
          whether any conditions specified in Section 4.2 are then satisfied,
          (3) whether a Default or an Event of Default then exists, (4) failure
          of any such request or deemed request for Revolving Loans to be made
          by the time otherwise required in Section 2.1(b)(i), (5) the date of
          such Mandatory Swingline Borrowing, or (6) any reduction in the
          Revolving Committed Amount or termination of the Revolving Commitments
          immediately prior to such Mandatory Swingline Borrowing or
          contemporaneously therewith. In the event that any Mandatory Swingline
          Borrowing cannot for any reason be made on the date otherwise required
          above (including, without limitation, as a result of the commencement
          of a proceeding under the Bankruptcy Code), then each Revolving Lender
          hereby agrees that it shall forthwith purchase


                                       42



          (as of the date the Mandatory Swingline Borrowing would otherwise have
          occurred, but adjusted for any payments received from the Borrower on
          or after such date and prior to such purchase) from the Swingline
          Lender such Participation Interest in the outstanding Swingline Loans
          as shall be necessary to cause each such Revolving Lender to share in
          such Swingline Loans ratably based upon its respective Revolving
          Commitment Percentage (determined before giving effect to any
          termination of the Commitments pursuant to Section 7.2); provided that
          (x) all interest payable on the Swingline Loans shall be for the
          account of the Swingline Lender until the date as of which the
          respective Participation Interest is purchased, and (y) at the time
          any purchase of a Participation Interest pursuant to this sentence is
          actually made, the purchasing Revolving Lender shall be required to
          pay to the Swingline Lender interest on the principal amount of such
          Participation Interest purchased for each day from and including the
          day upon which the Mandatory Swingline Borrowing would otherwise have
          occurred to but excluding the date of payment for such Participation
          Interest, at the rate equal to, if paid within two (2) Business Days
          of the date of the Mandatory Swingline Borrowing, the Federal Funds
          Effective Rate, and thereafter at a rate equal to the Alternate Base
          Rate.

          (c) Interest on Swingline Loans. Subject to the provisions of Section
     2.8(b), Swingline Loans shall bear interest at a per annum rate equal to
     the Alternate Base Rate plus the Applicable Percentage for Revolving Loans
     that are Alternate Base Rate Loans. Interest on Swingline Loans shall be
     payable in arrears on each Interest Payment Date.

          (d) Swingline Note; Covenant to Pay. The Swingline Loans shall be
     evidenced by a duly executed promissory note of the Borrower to the
     Swingline Lender in the original amount of the Swingline Committed Amount
     and substantially in the form of Exhibit 2.4(d). The borrower covenants and
     agrees to pay the Swingline Loans in accordance with the terms of this
     Credit Agreement and the Swingline Note.

     SECTION 2.5 FEES.

          (a) Unused Fee. In consideration of the Revolving Commitments, the
     Borrower agrees to pay to the Administrative Agent, for the ratable benefit
     of the Revolving Lenders, an Unused Fee (the "Unused Fee") in an amount
     equal to the Applicable Percentage per annum on the average daily unused
     amount of the Revolving Committed Amount. For purposes of computation of
     the Unused Fee, LOC Obligations shall be considered usage of the Revolving
     Committed Amount but Swingline Loans shall not be considered usage of the
     Revolving Committed Amount. The Unused Fee shall be payable quarterly in
     arrears on the last Business Day of each calendar quarter.

          (b) Letter of Credit Fees. In consideration of the LOC Commitments,
     the Borrower agrees to pay to the Administrative Agent, for the ratable
     benefit of the Revolving Lenders, a fee (the "Letter of Credit Fee") equal
     to the Applicable Percentage for Revolving Loans that are LIBOR Rate Loans
     per annum on the average daily maximum amount available to be drawn under
     each Letter of Credit from the date of


                                       43



     issuance to the date of expiration. The Letter of Credit Fee shall each be
     payable quarterly in arrears on the last Business Day of each calendar
     quarter.

          (c) Issuing Lender Fees. In addition to the Letter of Credit Fees
     payable pursuant to subsection (b) hereof, the Borrower shall pay to the
     Issuing Lender for its own account without sharing by the other Lenders the
     reasonable and customary charges from time to time of the Issuing Lender
     with respect to the amendment, transfer, administration, cancellation and
     conversion of, and drawings under, such Letters of Credit (collectively,
     the "Issuing Lender Fees"). The Issuing Lender may charge, and retain for
     its own account without sharing by the other Lenders, an additional facing
     fee (the "Letter of Credit Facing Fee") of 0.125% per annum on the average
     daily maximum amount available to be drawn under each such Letter of Credit
     issued by it. The Issuing Lender Fees and the Letter of Credit Facing Fee
     shall be payable quarterly in arrears on the last Business Day of each
     calendar quarter.

          (d) Administrative Fee. The Borrower agrees to pay to the
     Administrative Agent the annual administrative fee as described in the Fee
     Letter.

     SECTION 2.6 COMMITMENT REDUCTIONS.

          (a) Voluntary Reductions. The Borrower shall have the right to
     terminate or permanently reduce the unused portion of the Revolving
     Committed Amount at any time or from time to time upon not less than five
     (5) Business Days' prior written notice to the Administrative Agent (which
     shall notify the Lenders thereof as soon as practicable) of each such
     termination or reduction, which notice shall specify the effective date
     thereof and the amount of any such reduction which shall be in a minimum
     amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof
     and shall be irrevocable and effective upon receipt by the Administrative
     Agent; provided that no such reduction or termination shall be permitted if
     after giving effect thereto, and to any prepayments of the Revolving Loans
     made on the effective date thereof, the sum of the aggregate principal
     amount of outstanding Revolving Loans plus outstanding Swingline Loans plus
     outstanding LOC Obligations would exceed the Revolving Committed Amount
     then in effect.

          (b) Swingline Committed Amount. If the Revolving Committed Amount is
     reduced pursuant to Section 2.6(a) above the then current Swingline
     Committed Amount, the Swingline Committed Amount shall automatically be
     reduced by an amount such that the Swingline Committed Amount equals the
     Revolving Committed Amount.

          (c) Maturity Date. The Revolving Commitments, the Swingline Commitment
     and the LOC Commitment shall automatically terminate on the Revolver
     Maturity Date.

     SECTION 2.7 PREPAYMENTS.

          (a) Optional Prepayments. The Borrower shall have the right to prepay
     Loans in whole or in part from time to time; provided, however, that each
     partial prepayment of


                                       44



     a Revolving Loan or Term Loan shall be in a minimum principal amount of
     $2,500,000 and integral multiples of $1,000,000 in excess thereof (or the
     remaining outstanding principal amount), and each partial prepayment of a
     Swingline Loan shall be in a minimum principal amount of $500,000 and
     integral multiples of $500,000 in excess thereof (or the remaining
     outstanding principal amount). The Borrower shall give three (3) Business
     Days' irrevocable notice of prepayment in the case of LIBOR Rate Loans and
     same-day irrevocable notice on any Business Day in the case of Alternate
     Base Rate Loans, to the Administrative Agent (which shall notify the
     Lenders thereof as soon as practicable). To the extent that the Borrower
     elects to prepay either Term Loan, amounts prepaid under this Section shall
     be (i) applied ratably to the remaining principal installments thereof and
     (ii) applied first to Alternate Base Rate Loans and then to LIBOR Rate
     Loans in direct order of Interest Period maturities. All prepayments under
     this Section shall be subject to Section 2.16, but otherwise without
     premium or penalty. Interest on the principal amount prepaid shall be
     payable on the next occurring Interest Payment Date that would have
     occurred had such loan not been prepaid or, at the request of the
     Administrative Agent, interest on the principal amount prepaid shall be
     payable on any date that a prepayment is made hereunder through the date of
     prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans
     may be reborrowed in accordance with the terms hereof. Amounts prepaid on
     the Term Loan may not be reborrowed.

          (b) Mandatory Prepayments.

               (i) Revolving Committed Amount. If at any time after the Closing
          Date, the sum of the aggregate principal amount of outstanding
          Revolving Loans plus outstanding Swingline Loans plus outstanding LOC
          Obligations shall exceed the Revolving Committed Amount, the Borrower
          shall immediately prepay the Loans in an amount sufficient to
          eliminate such excess (such prepayment to be applied as set forth in
          clause (vii) below).

               (ii) Asset Dispositions. Promptly following any Asset Disposition
          (or related series of Asset Dispositions), the Borrower shall prepay
          the Loans and/or cash collateralize the LOC Obligations in an
          aggregate amount equal to one hundred percent (100%) of the Net Cash
          Proceeds derived from such Asset Disposition (or related series of
          Asset Dispositions) (such prepayment to be applied as set forth in
          clause (vii) below); provided, however, that, so long as no Default or
          Event of Default has occurred and is continuing, such Net Cash
          Proceeds shall not be required to be so applied (A) until the
          aggregate amount of Asset Dispositions in any fiscal year is equal to
          or greater than $5,000,000 and (B) to the extent the Borrower delivers
          to the Administrative Agent a certificate stating that the Credit
          Parties intend to use such Net Cash Proceeds to acquire like assets
          useful to the business of the Credit Parties within 180 days of the
          receipt of such Net Cash Proceeds, it being expressly agreed that Net
          Cash Proceeds not so reinvested shall be applied to prepay the Loans
          immediately thereafter (such prepayment to be applied as set forth in
          clause (vii) below).


                                       45



               (iii) Debt Issuances. Immediately upon receipt by any Credit
          Party or any of its Subsidiaries of proceeds from any Debt Issuance,
          the Borrower shall prepay the Loans in an aggregate amount equal to
          one hundred percent (100%) of the Net Cash Proceeds of such Debt
          Issuance (such prepayment to be applied as set forth in clause (vii)
          below).

               (iv) Issuances of Equity. Immediately upon receipt by any Credit
          Party or any of its Subsidiaries of proceeds from any Equity Issuance,
          the Borrower shall prepay the Loans in an aggregate amount equal to
          one hundred percent (100%) of the Net Cash Proceeds of such Equity
          Issuance (such prepayment to be applied as set forth in clause (vii)
          below).

               (v) Excess Cash Flow. Within ninety (90) days after the end of
          each fiscal year (commencing with the fiscal year ending December 31,
          2006), if the Borrower's Total Leverage Ratio as of the end of such
          fiscal year is greater than 3.25 to 1.0 (with compliance to be
          demonstrated upon receipt of the financial statements to be delivered
          pursuant to Section 5.1(a)), the Borrower shall prepay the Loans in an
          aggregate amount equal to 50% of the Excess Cash Flow for such fiscal
          year (such prepayments to be applied as set forth in clause (vii)
          below).

               (vi) Recovery Event. Immediately upon receipt by any Credit Party
          or any of its Subsidiaries of proceeds from any Recovery Event, the
          Borrower shall prepay the Loans in an aggregate amount equal to one
          hundred percent (100%) of the Net Cash Proceeds of such Recovery Event
          (such prepayment to be applied as set forth in clause (vii) below);
          provided, however, that, so long as no Default or Event of Default has
          occurred and is continuing, such Net Cash Proceeds shall not be
          required to be so applied to the extent the Borrower delivers to the
          Administrative Agent a certificate stating that Credit Parties intend
          to use such Net Cash Proceeds to repair or replace such damaged
          properties within 270 days of the receipt of such Net Cash Proceeds,
          it being expressly agreed that any Net Cash Proceeds not so reinvested
          shall be applied to prepay the Loans and/or cash collateralize the LOC
          Obligations immediately thereafter (such prepayment to be applied as
          set forth in clause (vii) below).

               (vii) Application of Mandatory Prepayments. All amounts required
          to be paid pursuant to this Section shall be applied as follows:

                    (A) with respect to all amounts prepaid pursuant to Section
               2.7(b)(i), (1) first to the outstanding Swingline Loans and (2)
               second to the outstanding Revolving Loans; and

                    (B) (y) with respect to all amounts prepaid pursuant to
               Sections 2.8(b)(ii) through (iv) and (vi), to the Term Loan A and
               to the extent then outstanding, the Interim Term Loan (ratably to
               the remaining amortization payments thereof) and (z) with respect
               to all amounts prepaid pursuant to Sections 2.8(b)(v), to the
               Term Loan A (ratably to the


                                       46



               remaining amortization payments thereof). Within the parameters
               of the applications set forth above, prepayments shall be applied
               first to Alternate Base Rate Loans and then to LIBOR Rate Loans
               in direct order of Interest Period maturities. All prepayments
               under this Section shall be subject to Section 2.16 and be
               accompanied by interest on the principal amount prepaid through
               the date of prepayment. Notwithstanding the foregoing, in the
               event that a mandatory prepayment made under this Section would
               result in funding losses resulting from the prepayment of LIBOR
               Rate Loans other than on the last day of the applicable interest
               period, any such amounts so required to be prepaid, may at the
               Borrower's option, be deposited into an escrow account under the
               sole dominion and control of the Administrative Agent to repay
               such Loans upon the last day of the applicable Interest Period.

          (c) Hedging Obligations Unaffected. Any repayment or prepayment made
     pursuant to this Section shall not affect the Borrower's obligation to
     continue to make payments under any Secured Hedging Agreement, which shall
     remain in full force and effect notwithstanding such repayment or
     prepayment, subject to the terms of such Secured Hedging Agreement.

     SECTION 2.8 DEFAULT RATE AND PAYMENT DATES.

          (a) If all or a portion of the principal amount of any Loan which is a
     LIBOR Rate Loan shall not be paid when due or continued as a LIBOR Rate
     Loan in accordance with the provisions of Section 2.9 (whether at the
     stated maturity, by acceleration or otherwise), such overdue principal
     amount of such Loan shall be converted to an Alternate Base Rate Loan at
     the end of the Interest Period applicable thereto.

          (b) (i) If all or a portion of the principal amount of any LIBOR Rate
     Loan shall not be paid when due, such overdue amount shall bear interest at
     a rate per annum which is equal to the rate that would otherwise be
     applicable thereto plus 2%, until the end of the Interest Period applicable
     thereto, and thereafter at a rate per annum which is equal to the Alternate
     Base Rate plus the sum of the Applicable Percentage then in effect for
     Alternate Base Rate Loans and 2% (the "ABR Default Rate") or (ii) if any
     interest payable on the principal amount of any Loan or any fee or other
     amount, including the principal amount of any Alternate Base Rate Loan,
     payable hereunder shall not be paid when due (whether at the stated
     maturity, by acceleration or otherwise), such overdue amount shall bear
     interest at a rate per annum which is equal to the ABR Default Rate, in
     each case from the date of such non-payment until such amount is paid in
     full (after as well as before judgment). Upon the occurrence, and during
     the continuance, of any other Event of Default hereunder, at the option of
     the Required Lenders, the principal of and, to the extent permitted by law,
     interest on the Loans and any other amounts owing hereunder or under the
     other Credit Documents shall bear interest, payable on demand, at a per
     annum rate which is (A) in the case of principal, the rate that would
     otherwise be applicable thereto plus 2% or (B) in the case of interest,
     fees or other amounts, the ABR Default Rate (after as well as before
     judgment).


                                       47



          (c) Interest on each Loan shall be payable in arrears on each Interest
     Payment Date; provided that interest accruing pursuant to paragraph (b) of
     this Section shall be payable from time to time on demand.

     SECTION 2.9 CONVERSION OPTIONS.

          (a) The Borrower may, in the case of Revolving Loans and the Term
     Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR
     Rate Loans, by delivering a Notice of Conversion/Extension to the
     Administrative Agent at least three (3) Business Days prior to the proposed
     date of conversion. In addition, the Borrower may elect from time to time
     to convert all or any portion of a LIBOR Rate Loan to an Alternate Base
     Rate Loan by giving the Administrative Agent irrevocable written notice
     thereof by 11:00 A.M. one (1) Business Day prior to the proposed date of
     conversion. If the date upon which an Alternate Base Rate Loan is to be
     converted to a LIBOR Rate Loan is not a Business Day, then such conversion
     shall be made on the next succeeding Business Day and during the period
     from such last day of an Interest Period to such succeeding Business Day
     such Loan shall bear interest as if it were an Alternate Base Rate Loan.
     LIBOR Rate Loans may only be converted to Alternate Base Rate Loans on the
     last day of the applicable Interest Period. If the date upon which a LIBOR
     Rate Loan is to be converted to an Alternate Base Rate Loan is not a
     Business Day, then such conversion shall be made on the next succeeding
     Business Day and during the period from such last day of an Interest Period
     to such succeeding Business Day such Loan shall bear interest as if it were
     an Alternate Base Rate Loan. All or any part of outstanding Alternate Base
     Rate Loans may be converted as provided herein; provided that (i) no Loan
     may be converted into a LIBOR Rate Loan when any Default or Event of
     Default has occurred and is continuing and (ii) partial conversions shall
     be in an aggregate principal amount of $2,500,000 or a whole multiple of
     $1,000,000 in excess thereof. All or any part of outstanding LIBOR Rate
     Loans may be converted as provided herein; provided that partial
     conversions shall be in an aggregate principal amount of $2,500,000 or a
     whole multiple of $1,000,000 in excess thereof.

          (b) Any LIBOR Rate Loans may be continued as such upon the expiration
     of an Interest Period with respect thereto by compliance by the Borrower
     with the notice provisions contained in Section 2.9(a); provided, that no
     LIBOR Rate Loan may be continued as such when any Default or Event of
     Default has occurred and is continuing, in which case such Loan shall be
     automatically converted to an Alternate Base Rate Loan at the end of the
     applicable Interest Period with respect thereto. If the Borrower shall fail
     to give timely notice of an election to continue a LIBOR Rate Loan, or the
     continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR
     Rate Loans shall be automatically converted to Alternate Base Rate Loans at
     the end of the applicable Interest Period with respect thereto.


                                       48



     SECTION 2.10 COMPUTATION OF INTEREST AND FEES; USURY.

          (a) Interest payable hereunder with respect to any Alternate Base Rate
     Loan based on the Prime Rate shall be calculated on the basis of a year of
     365 days (or 366 days, as applicable) for the actual days elapsed. All
     other fees, interest and all other amounts payable hereunder shall be
     calculated on the basis of a 360-day year for the actual days elapsed. The
     Administrative Agent shall as soon as practicable notify the Borrower and
     the Lenders of each determination of a LIBOR Rate on the Business Day of
     the determination thereof. Any change in the interest rate on a Loan
     resulting from a change in the Alternate Base Rate shall become effective
     as of the opening of business on the day on which such change in the
     Alternate Base Rate shall become effective. The Administrative Agent shall
     as soon as practicable notify the Borrower and the Lenders of the effective
     date and the amount of each such change.

          (b) Each determination of an interest rate by the Administrative Agent
     pursuant to any provision of this Agreement shall be conclusive and binding
     on the Borrower and the Lenders in the absence of manifest error. The
     Administrative Agent shall, at the request of the Borrower, deliver to the
     Borrower a statement showing the computations used by the Administrative
     Agent in determining any interest rate.

          (c) It is the intent of the Lenders and the Credit Parties to conform
     to and contract in strict compliance with applicable usury law from time to
     time in effect. All agreements between the Lenders and the Credit Parties
     are hereby limited by the provisions of this subsection which shall
     override and control all such agreements, whether now existing or hereafter
     arising and whether written or oral. In no way, nor in any event or
     contingency (including but not limited to prepayment or acceleration of the
     maturity of any Credit Party Obligation), shall the interest taken,
     reserved, contracted for, charged, or received under this Agreement, under
     the Notes or otherwise, exceed the maximum nonusurious amount permissible
     under applicable law. If, from any possible construction of any of the
     Credit Documents or any other document, interest would otherwise be payable
     in excess of the maximum nonusurious amount, any such construction shall be
     subject to the provisions of this paragraph and such interest shall be
     automatically reduced to the maximum nonusurious amount permitted under
     applicable law, without the necessity of execution of any amendment or new
     document. If any Lender shall ever receive anything of value which is
     characterized as interest on the Loans under applicable law and which
     would, apart from this provision, be in excess of the maximum nonusurious
     amount, an amount equal to the amount which would have been excessive
     interest shall, without penalty, be applied to the reduction of the
     principal amount owing on the Loans and not to the payment of interest, or
     refunded to the Borrower or the other payor thereof if and to the extent
     such amount which would have been excessive exceeds such unpaid principal
     amount of the Loans. The right to demand payment of the Loans or any other
     Indebtedness evidenced by any of the Credit Documents does not include the
     right to receive any interest which has not otherwise accrued on the date
     of such demand, and the Lenders do not intend to charge or receive any
     unearned interest in the event of such demand. All interest paid or agreed
     to be paid to the Lenders with respect to the Loans shall, to the extent
     permitted by applicable law,


                                       49



     be amortized, prorated, allocated, and spread throughout the full stated
     term (including any renewal or extension) of the Loans so that the amount
     of interest on account of such Indebtedness does not exceed the maximum
     nonusurious amount permitted by applicable law.

     SECTION 2.11 PRO RATA TREATMENT AND PAYMENTS.

          (a) Allocation of Payments Prior to Exercise of Remedies. Each
     borrowing of Revolving Loans and any reduction of the Revolving Commitments
     shall be made pro rata according to the respective Revolving Commitment
     Percentages of the Revolving Lenders. Unless otherwise required by the
     terms of this Agreement, each payment under this Agreement or any Note
     shall be applied, first, to any fees then due and owing by the Borrower
     pursuant to Section 2.5, second, to interest then due and owing hereunder
     and under the Notes of the Borrower and, third, to principal then due and
     owing hereunder and under the Notes of the Borrower. Each payment on
     account of any fees pursuant to Section 2.5 shall be made pro rata in
     accordance with the respective amounts due and owing (except as to the
     Letter of Credit Facing Fees and the Issuing Lender Fees). Each payment
     (other than prepayments) by the Borrower on account of principal of and
     interest on the Revolving Loans and on the Term Loans, as applicable, shall
     be applied to such Loans, as applicable, on a pro rata basis in accordance
     with the terms of Section 2.7(a) hereof. Each optional prepayment on
     account of principal of the Loans shall be applied in accordance with
     Section 2.7(a). Each mandatory prepayment on account of principal of the
     Loans shall be applied in accordance with Section 2.7(b). All payments
     (including prepayments) to be made by the Borrower on account of principal,
     interest and fees shall be made without defense, set-off or counterclaim
     (except as provided in Section 2.17(b)) and shall be made to the
     Administrative Agent for the account of the Lenders at the Administrative
     Agent's office specified on Section 9.2 in Dollars and in immediately
     available funds not later than 1:00 P.M. on the date when due. The
     Administrative Agent shall distribute such payments to the Lenders entitled
     thereto promptly upon receipt in like funds as received. If any payment
     hereunder (other than payments on the LIBOR Rate Loans) becomes due and
     payable on a day other than a Business Day, such payment shall be extended
     to the next succeeding Business Day, and, with respect to payments of
     principal, interest thereon shall be payable at the then applicable rate
     during such extension. If any payment on a LIBOR Rate Loan becomes due and
     payable on a day other than a Business Day, such payment date shall be
     extended to the next succeeding Business Day unless the result of such
     extension would be to extend such payment into another calendar month, in
     which event such payment shall be made on the immediately preceding
     Business Day.

          (b) Allocation of Payments After Exercise of Remedies. Notwithstanding
     any other provisions of this Agreement to the contrary, after the exercise
     of remedies (other than the invocation of default interest pursuant to
     Section 2.8(b)) by the Administrative Agent or the Lenders pursuant to
     Section 7.2 (or after the Commitments shall automatically terminate and the
     Loans (with accrued interest thereon) and all other amounts under the
     Credit Documents (including without limitation the maximum amount of all
     contingent liabilities under Letters of Credit) shall automatically become
     due and


                                       50



     payable in accordance with the terms of such Section), all amounts
     collected or received by the Administrative Agent or any Lender on account
     of the Credit Party Obligations or any other amounts outstanding under any
     of the Credit Documents or in respect of the Collateral shall be paid over
     or delivered as follows (irrespective of whether the following costs,
     expenses, fees, interest, premiums, scheduled periodic payments or Credit
     Party Obligations are allowed, permitted or recognized as a claim in any
     proceeding resulting from the occurrence of a Bankruptcy Event):

               FIRST, to the payment of all reasonable out-of-pocket costs and
          expenses (including without limitation reasonable attorneys' fees) of
          the Administrative Agent in connection with enforcing the rights of
          the Lenders under the Credit Documents and any protective advances
          made by the Administrative Agent with respect to the Collateral under
          or pursuant to the terms of the Security Documents;

               SECOND, to the payment of any fees owed to the Administrative
          Agent and the Issuing Lender

               THIRD, to the payment of all reasonable out-of-pocket costs and
          expenses (including without limitation, reasonable attorneys' fees) of
          each of the Lenders in connection with enforcing its rights under the
          Credit Documents or otherwise with respect to the Credit Party
          Obligations owing to such Lender;

               FOURTH, to the payment of all of the Credit Party Obligations
          consisting of accrued fees and interest, and including, with respect
          to any Secured Hedging Agreement, any fees, premiums and scheduled
          periodic payments due under such Secured Hedging Agreement and any
          interest accrued thereon;

               FIFTH, to the payment of the outstanding principal amount of the
          Credit Party Obligations and the payment or cash collateralization of
          the outstanding LOC Obligations, and including with respect to any
          Secured Hedging Agreement, any breakage, termination or other payments
          due under such Secured Hedging Agreement and any interest accrued
          thereon;

               SIXTH, to all other Credit Party Obligations and other
          obligations which shall have become due and payable under the Credit
          Documents or otherwise and not repaid pursuant to clauses "FIRST"
          through "FIFTH" above; and

               SEVENTH, to the payment of the surplus, if any, to whoever may be
          lawfully entitled to receive such surplus.

          In carrying out the foregoing, (a) amounts received shall be applied
     in the numerical order provided until exhausted prior to application to the
     next succeeding category; (b) each of the Lenders and any Hedging Agreement
     Provider shall receive an amount equal to its pro rata share (based on the
     proportion that the then outstanding Loans and LOC Obligations held by such
     Lender or the outstanding obligations payable


                                       51



     to such Hedging Agreement Provider bears to the aggregate then outstanding
     Loans and LOC Obligations and obligations payable under all Secured Hedging
     Agreements) of amounts available to be applied pursuant to clauses "THIRD",
     "FOURTH", "FIFTH" and "SIXTH" above; and (c) to the extent that any amounts
     available for distribution pursuant to clause "FIFTH" above are
     attributable to the issued but undrawn amount of outstanding Letters of
     Credit, such amounts shall be held by the Administrative Agent in a cash
     collateral account and applied (i) first, to reimburse the Issuing Lender
     from time to time for any drawings under such Letters of Credit and (ii)
     then, following the expiration of all Letters of Credit, to all other
     obligations of the types described in clauses "FIFTH" and "SIXTH" above in
     the manner provided in this Section. Notwithstanding the foregoing terms of
     this Section, only Collateral proceeds and payments under the Guaranty (as
     opposed to ordinary course principal, interest and fee payments hereunder)
     shall be applied to obligations under any Secured Hedging Agreement.

     SECTION 2.12 NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT.

          (a) Unless the Administrative Agent shall have been notified in
     writing by a Lender prior to the date a Loan is to be made by such Lender
     (which notice shall be effective upon receipt) that such Lender does not
     intend to make the proceeds of such Loan available to the Administrative
     Agent, the Administrative Agent may assume that such Lender has made such
     proceeds available to the Administrative Agent on such date, and the
     Administrative Agent may in reliance upon such assumption (but shall not be
     required to) make available to the Borrower a corresponding amount. If such
     corresponding amount is not in fact made available to the Administrative
     Agent, the Administrative Agent shall be able to recover such corresponding
     amount from such Lender. If such Lender does not pay such corresponding
     amount forthwith upon the Administrative Agent's demand therefor, the
     Administrative Agent will promptly notify the Borrower, and the Borrower
     shall immediately pay such corresponding amount to the Administrative
     Agent. The Administrative Agent shall also be entitled to recover from the
     Lender or the Borrower, as the case may be, interest on such corresponding
     amount in respect of each day from the date such corresponding amount was
     made available by the Administrative Agent to the Borrower to the date such
     corresponding amount is recovered by the Administrative Agent at a per
     annum rate equal to (i) from the Borrower at the applicable rate for the
     applicable borrowing pursuant to the Notice of Borrowing and (ii) from a
     Lender at the Federal Funds Effective Rate.

          (b) Unless the Administrative Agent shall have been notified in
     writing by the Borrower, prior to the date on which any payment is due from
     the Borrower hereunder (which notice shall be effective upon receipt) that
     the Borrower does not intend to make such payment, the Administrative Agent
     may assume that the Borrower has made such payment when due, and the
     Administrative Agent may in reliance upon such assumption (but shall not be
     required to) make available to each Lender on such payment date an amount
     equal to the portion of such assumed payment to which such Lender is
     entitled hereunder, and if the Borrower has not in fact made such payment
     to the Administrative Agent, such Lender shall, on demand, repay to the
     Administrative Agent the amount


                                       52



     made available to such Lender. If such amount is repaid to the
     Administrative Agent on a date after the date such amount was made
     available to such Lender, such Lender shall pay to the Administrative Agent
     on demand interest on such amount in respect of each day from the date such
     amount was made available by the Administrative Agent to such Lender to the
     date such amount is recovered by the Administrative Agent at a per annum
     rate equal to the Federal Funds Effective Rate.

          (c) A certificate of the Administrative Agent submitted to the
     Borrower or any Lender with respect to any amount owing under this Section
     shall be conclusive in the absence of manifest error.

     SECTION 2.13 INABILITY TO DETERMINE INTEREST RATE.

     Notwithstanding any other provision of this Agreement, if (a) the
Administrative Agent shall reasonably determine (which determination shall be
conclusive and binding absent manifest error) that, by reason of circumstances
affecting the relevant market, reasonable and adequate means do not exist for
ascertaining LIBOR for such Interest Period, or (b) the Required Lenders shall
reasonably determine (which determination shall be conclusive and binding absent
manifest error) that the LIBOR Rate does not adequately and fairly reflect the
cost to such Lenders of funding LIBOR Rate Loans that the Borrower has requested
be outstanding as a LIBOR Tranche during such Interest Period, the
Administrative Agent shall forthwith give telephone notice of such
determination, confirmed in writing, to the Borrower, and the Lenders at least
two (2) Business Days prior to the first day of such Interest Period. Unless the
Borrower shall have notified the Administrative Agent upon receipt of such
telephone notice that it wishes to rescind or modify its request regarding such
LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate Loans
shall be made as Alternate Base Rate Loans and any Loans that were requested to
be converted into or continued as LIBOR Rate Loans shall remain as or be
converted into Alternate Base Rate Loans. Until any such notice has been
withdrawn by the Administrative Agent, no further Loans shall be made as,
continued as, or converted into, LIBOR Rate Loans for the Interest Periods so
affected.

     SECTION 2.14 ILLEGALITY.

     Notwithstanding any other provision of this Agreement, if the adoption of
or any change in any Requirement of Law or in the interpretation or application
thereof by the relevant Governmental Authority to any Lender shall make it
unlawful for such Lender or its LIBOR Lending Office to make or maintain LIBOR
Rate Loans as contemplated by this Agreement or to obtain in the interbank
eurodollar market through its LIBOR Lending Office the funds with which to make
such Loans, (a) such Lender shall promptly notify the Administrative Agent and
the Borrower thereof, (b) the commitment of such Lender hereunder to make LIBOR
Rate Loans or continue LIBOR Rate Loans as such shall forthwith be suspended
until the Administrative Agent, on behalf of such Lender, shall give notice that
the condition or situation which gave rise to the suspension shall no longer
exist, and (c) such Lender's Loans then outstanding as LIBOR Rate Loans, if any,
shall be converted on the last day of the Interest Period for such Loans or
within such earlier period as required by law as Alternate Base Rate Loans. The
Borrower hereby agrees promptly to pay any Lender, upon its demand, any
additional amounts necessary


                                       53



to compensate such Lender for actual and direct costs (but not including
anticipated profits) reasonably incurred by such Lender in making any repayment
in accordance with this Section including, but not limited to, any interest or
fees payable by such Lender to lenders of funds obtained by it in order to make
or maintain its LIBOR Rate Loans hereunder. A certificate as to any additional
amounts payable pursuant to this Section submitted by such Lender, through the
Administrative Agent, to the Borrower shall be conclusive in the absence of
manifest error. Each Lender agrees to use reasonable efforts (including
reasonable efforts to change its LIBOR Lending Office) to avoid or to minimize
any amounts which may otherwise be payable pursuant to this Section; provided,
however, that such efforts shall not cause the imposition on such Lender of any
additional costs or legal or regulatory burdens deemed by such Lender in its
sole discretion to be material.

     SECTION 2.15 REQUIREMENTS OF LAW.

          (a) If the adoption of or any change in any Requirement of Law or in
     the interpretation or application thereof or compliance by any Lender with
     any request or directive (whether or not having the force of law) from any
     central bank or other Governmental Authority made subsequent to the date
     hereof:

               (i) shall subject such Lender to any tax of any kind whatsoever
          with respect to any Letter of Credit, any Participation Interest
          therein, or any application relating thereto, any LIBOR Rate Loan made
          by it, or change the basis of taxation of payments to such Lender in
          respect thereof (except for changes in the rate of tax on the overall
          net income of such Lender);

               (ii) shall impose, modify or hold applicable any reserve, special
          deposit, compulsory loan or similar requirement against assets held
          by, deposits or other liabilities in or for the account of, advances,
          loans or other extensions of credit by, or any other acquisition of
          funds by, any office of such Lender which is not otherwise included in
          the determination of the LIBOR Rate hereunder; or

               (iii) shall impose on such Lender any other condition;

     and the result of any of the foregoing is to increase the cost to such
     Lender of making or maintaining LIBOR Rate Loans or the Letters of Credit
     or the Participation Interests therein or to reduce any amount receivable
     hereunder or under any Note, then, in any such case, the Credit Parties
     shall promptly pay such Lender, upon its demand, any additional amounts
     necessary to compensate such Lender for such additional cost or reduced
     amount receivable which such Lender reasonably deems to be material as
     determined by such Lender with respect to its LIBOR Rate Loans or Letters
     of Credit. A certificate as to any additional amounts payable pursuant to
     this Section submitted by such Lender, through the Administrative Agent, to
     the Borrower shall be conclusive in the absence of manifest error. Each
     Lender agrees to use reasonable efforts (including reasonable efforts to
     change its Domestic Lending Office or LIBOR Lending Office, as the case may
     be) to avoid or to minimize any amounts which might otherwise be payable
     pursuant to this paragraph of this Section; provided, however, that such
     efforts shall not


                                       54



     cause the imposition on such Lender of any additional costs or legal or
     regulatory burdens deemed by such Lender in its sole discretion to be
     material.

          (b) If any Lender shall have reasonably determined that the adoption
     of or any change in any Requirement of Law regarding capital adequacy or in
     the interpretation or application thereof or compliance by such Lender or
     any corporation controlling such Lender with any request or directive
     regarding capital adequacy (whether or not having the force of law) from
     any central bank or Governmental Authority made subsequent to the date
     hereof does or shall have the effect of reducing the rate of return on such
     Lender's or such corporation's capital as a consequence of its obligations
     hereunder to a level below that which such Lender in its sole discretion or
     such corporation could have achieved but for such adoption, change or
     compliance (taking into consideration such Lender's or such corporation's
     policies with respect to capital adequacy) by an amount reasonably deemed
     by such Lender to be material, then from time to time, within fifteen (15)
     days after demand by such Lender, the Credit Parties shall pay to such
     Lender such additional amount as shall be certified by such Lender as being
     reasonably required to compensate it for such reduction. Such a certificate
     as to any additional amounts payable under this Section submitted by a
     Lender (which certificate shall include a description of the basis for the
     computation), through the Administrative Agent, to the Borrower shall be
     conclusive absent manifest error.

          (c) The agreements in this Section shall survive the termination of
     this Agreement and payment of the Credit Party Obligations.

     SECTION 2.16 INDEMNITY.

     The Credit Parties hereby agree to indemnify each Lender and to hold such
Lender harmless from any funding loss or expense which such Lender may sustain
or incur as a consequence of (a) default by the Borrower in payment of the
principal amount of or interest on any Loan by such Lender in accordance with
the terms hereof, (b) default by the Borrower in accepting a borrowing after the
Borrower has given a notice in accordance with the terms hereof, (c) default by
the Borrower in making any prepayment after the Borrower has given a notice in
accordance with the terms hereof, and/or (d) the making by the Borrower of a
prepayment of a Loan, or the conversion thereof, on a day which is not the last
day of the Interest Period with respect thereto, in each case including, but not
limited to, any such loss or expense arising from interest or fees payable by
such Lender to lenders of funds obtained by it in order to maintain its Loans
hereunder. A certificate as to any additional amounts payable pursuant to this
Section submitted by any Lender, through the Administrative Agent, to the
Borrower (which certificate must be delivered to the Administrative Agent within
thirty (30) days following such default, prepayment or conversion) shall be
conclusive in the absence of manifest error. The agreements in this Section
shall survive termination of this Agreement and payment of the Credit Party
Obligations.


                                       55



     SECTION 2.17 TAXES.

          (a) All payments made by the Borrower hereunder or under any Note will
     be, except as provided in Section 2.17(b), made free and clear of, and
     without deduction or withholding for, any present or future taxes, levies,
     imposts, duties, fees, assessments or other charges of whatever nature now
     or hereafter imposed by any Governmental Authority or by any political
     subdivision or taxing authority thereof or therein with respect to such
     payments (but excluding any tax imposed on or measured by the net income or
     profits of a Lender pursuant to the laws of the jurisdiction in which it is
     organized or the jurisdiction in which the principal office or applicable
     lending office of such Lender is located or any subdivision thereof or
     therein) and all interest, penalties or additions to tax with respect
     thereto (all such non-excluded taxes, levies, imposts, duties, fees,
     assessments or other charges being referred to collectively as "Taxes" and
     all such excluded taxes referred to collectively as "Excluded Taxes"). If
     any Taxes are so levied or imposed with respect to such payments made by
     the Borrower, the Borrower agrees to pay the full amount of such Taxes, and
     such additional amounts as may be necessary so that every payment of all
     amounts due under this Credit Agreement or under any Note, after
     withholding or deduction for or on account of any Taxes, will not be less
     than the amount provided for herein or in such Note. The Borrower will
     furnish to the Administrative Agent as soon as practicable after the date
     the payment of any Taxes is due pursuant to applicable law certified copies
     (to the extent reasonably available and required by law) of tax receipts
     evidencing such payment by the Borrower or such other evidence of payment
     reasonably satisfactory to the Lenders. The Borrower agrees to indemnify
     and hold harmless each Lender, and reimburse such Lender upon its written
     request (which shall specify in reasonable detail the nature and amount of
     such Taxes), for the amount of any Taxes so levied or imposed with respect
     to such payments made by the Borrower and paid by such Lender. Nothing
     contained in this Section shall require a Lender to make available its tax
     returns or provide any information relating to its taxes which it
     reasonably deems confidential.

          (b) Each Lender that is not a United States person (as such term is
     defined in Section 7701(a)(30) of the Code) agrees to deliver to the
     Borrower and the Administrative Agent on or prior to the Closing Date, or
     in the case of a Lender that is an assignee or transferee of an interest
     under this Credit Agreement pursuant to Section 9.6(c) (unless the
     respective Lender was already a Lender hereunder immediately prior to such
     assignment or transfer), on the date of such assignment or transfer to such
     Lender, (i) if the Lender is a "bank" within the meaning of Section
     881(c)(3)(A) of the Code, two accurate and complete original signed copies
     of Internal Revenue Service Form W-8BEN, W-8ECI or W-8IMY with appropriate
     attachments (or successor forms) certifying such Lender's entitlement to a
     complete exemption from United States withholding tax with respect to
     payments to be made under this Credit Agreement and under any Note, or (ii)
     if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of
     the Code, Internal Revenue Service Form W-8BEN, W-8ECI or W-8IMY with
     appropriate attachments as set forth in clause (i) above, or (x) a
     certificate in substantially the form of Exhibit 2.17 (any such
     certificate, a "Tax Exempt Certificate") and (y) two accurate and complete
     original signed copies of Internal


                                       56



     Revenue Service Form W-8BEN (or successor form) certifying such Lender's
     entitlement to an exemption from United States withholding tax with respect
     to payments of interest to be made under this Credit Agreement and under
     any Note. Each Lender that is a United States person as that term is
     defined in Section 7701(a)(30) of the Code, other than a Lender that may be
     treated as an exempt recipient based on the indicators described in
     Treasury Regulation Section 1.6049-4(c)(1)(ii), hereby agrees that it
     shall, no later than the Closing Date or, in the case of a Lender that is
     an assignee or transferee of an interest under this Credit Agreement
     pursuant Section 9.6(c), on the date of such assignment or transfer to such
     Lender, deliver to the Borrower and the Administrative Agent two accurate,
     complete and signed copies of Internal Revenue service Form W-9 or
     successor form, certifying that such Lender is not subject to United States
     backup withholding tax. In addition, each Lender agrees that it will
     deliver updated versions of the foregoing, as applicable, (i) whenever the
     previous certification has become inaccurate in any material respect or
     (ii) at any time reasonably requested by the Borrower or the Administrative
     Agent, together with such other forms as may be required in order to
     confirm or establish the entitlement of such Lender to a continued
     exemption from or reduction in United States withholding tax with respect
     to payments under this Credit Agreement and any Note. Notwithstanding
     anything to the contrary contained in Section 2.17(a), but subject to the
     immediately succeeding sentence, (x) the Borrower shall be entitled, to the
     extent it is required to do so by law, to deduct or withhold Taxes imposed
     by the United States (or any political subdivision or taxing authority
     thereof or therein) from interest, fees or other amounts payable hereunder
     for the account of any Lender to the extent that such Lender has not
     provided to the Borrower U.S. Internal Revenue Service Forms that establish
     a complete exemption from such deduction or withholding and (y) the
     Borrower shall not be obligated pursuant to Section 2.17(a) hereof to
     gross-up payments to be made to a Lender in respect of Taxes imposed by the
     United States or to indemnify such Lender for any withholding Taxes imposed
     by the United States if (I) such Lender has not provided to the Borrower
     the Internal Revenue Service Forms required to be provided to the Borrower
     pursuant to this Section or (II) in the case of a payment, other than
     interest, to a Lender described in clause (ii) above, to the extent that
     such Forms do not establish a complete exemption from withholding of such
     Taxes. Notwithstanding anything to the contrary contained in the preceding
     sentence or elsewhere in this Section, the Borrower agrees to pay
     additional amounts and to indemnify each Lender in the manner set forth in
     Section 2.17(a) (without regard to the identity of the jurisdiction
     requiring the deduction or withholding) in respect of any amounts deducted
     or withheld by it as described in the immediately preceding sentence as a
     result of any changes after the Closing Date in any applicable law, treaty,
     governmental rule, regulation, guideline or order, or in the interpretation
     thereof, relating to the deducting or withholding of Taxes.

          (c) Each Lender agrees to use reasonable efforts (including reasonable
     efforts to change its Domestic Lending Office or LIBOR Lending Office, as
     the case may be) to avoid or to minimize any amounts which might otherwise
     be payable pursuant to this Section; provided, however, that such efforts
     shall not cause the imposition on such Lender of any additional costs or
     legal or regulatory burdens deemed by such Lender in its reasonable
     discretion to be material.


                                       57



          (d) If the Borrower pays any additional amount pursuant to this
     Section with respect to a Lender, such Lender shall use reasonable efforts
     to obtain a refund of tax or credit against its tax liabilities on account
     of such payment; provided that such Lender shall have no obligation to use
     such reasonable efforts if either (i) it is in an excess foreign tax credit
     position or (ii) it believes in good faith, in its sole discretion, that
     claiming a refund or credit would cause adverse tax consequences to it. In
     the event that such Lender receives such a refund or credit, such Lender
     shall pay to the Borrower an amount that such Lender reasonably determines
     is equal to the net tax benefit obtained by such Lender as a result of such
     payment by the Borrower. In the event that no refund or credit is obtained
     with respect to the Borrower's payments to such Lender pursuant to this,
     then such Lender shall upon request provide a certification that such
     Lender has not received a refund or credit for such payments. Nothing
     contained in this Section shall require a Lender to disclose or detail the
     basis of its calculation of the amount of any tax benefit or any other
     amount or the basis of its determination referred to in the proviso to the
     first sentence of this Section to the Borrower or any other party.

          (e) The agreements in this Section shall survive the termination of
     this Credit Agreement and the payment of the Notes and all other amounts
     payable hereunder.

     SECTION 2.18 INDEMNIFICATION; NATURE OF ISSUING LENDER'S DUTIES.

          (a) In addition to its other obligations under Section 2.3, the Credit
     Parties hereby agree to protect, indemnify, pay and save the Issuing Lender
     and each Lender harmless from and against any and all claims, demands,
     liabilities, damages, losses, costs, charges and expenses (including
     reasonable attorneys' fees) that the Issuing Lender or such Lender may
     incur or be subject to as a consequence, direct or indirect, of (i) the
     issuance of any Letter of Credit or (ii) the failure of the Issuing Lender
     to honor a drawing under a Letter of Credit as a result of any act or
     omission, whether rightful or wrongful, of any present or future de jure or
     de facto government or Governmental Authority (all such acts or omissions,
     herein called "Government Acts").

          (b) As between the Credit Parties and the Issuing Lender and each
     Lender, the Credit Parties shall assume all risks of the acts, omissions or
     misuse of any Letter of Credit by the beneficiary thereof. Neither the
     Issuing Lender nor any Lender shall be responsible: (i) for the form,
     validity, sufficiency, accuracy, genuineness or legal effect of any
     document submitted by any party in connection with the application for and
     issuance of any Letter of Credit, even if it should in fact prove to be in
     any or all respects invalid, insufficient, inaccurate, fraudulent or
     forged; (ii) for the validity or sufficiency of any instrument transferring
     or assigning or purporting to transfer or assign any Letter of Credit or
     the rights or benefits thereunder or proceeds thereof, in whole or in part,
     that may prove to be invalid or ineffective for any reason; (iii) for
     failure of the beneficiary of a Letter of Credit to comply fully with
     conditions required in order to draw upon a Letter of Credit; (iv) for
     errors, omissions, interruptions or delays in transmission or delivery of
     any messages, by mail, cable, telegraph, telex or otherwise, whether or not
     they be in cipher; (v) for errors in interpretation of technical terms;
     (vi) for any loss or delay in the


                                       58



     transmission or otherwise of any document required in order to make a
     drawing under a Letter of Credit or of the proceeds thereof; and (vii) for
     any consequences arising from causes beyond the control of the Issuing
     Lender or any Lender, including, without limitation, any Government Acts.
     None of the above shall affect, impair, or prevent the vesting of the
     Issuing Lender's rights or powers hereunder.

          (c) In furtherance and extension and not in limitation of the specific
     provisions hereinabove set forth, any action taken or omitted by the
     Issuing Lender or any Lender, under or in connection with any Letter of
     Credit or the related certificates, if taken or omitted in the absence of
     gross negligence or willful misconduct, shall not put such Issuing Lender
     or such Lender under any resulting liability to the Credit Parties. It is
     the intention of the parties that this Agreement shall be construed and
     applied to protect and indemnify the Issuing Lender and each Lender against
     any and all risks involved in the issuance of the Letters of Credit, all of
     which risks are hereby assumed by the Credit Parties, including, without
     limitation, any and all risks of the acts or omissions, whether rightful or
     wrongful, of any Government Authority. The Issuing Lender and the Lenders
     shall not, in any way, be liable for any failure by the Issuing Lender or
     anyone else to pay any drawing under any Letter of Credit as a result of
     any Government Acts or any other cause beyond the control of the Issuing
     Lender and the Lenders.

          (d) Nothing in this Section is intended to limit the Reimbursement
     Obligation of the Borrower contained in Section 2.3(d) hereof. The
     obligations of the Credit Parties under this Section shall survive the
     termination of this Agreement. No act or omissions of any current or prior
     beneficiary of a Letter of Credit shall in any way affect or impair the
     rights of the Issuing Lender and the Lenders to enforce any right, power or
     benefit under this Agreement.

          (e) Notwithstanding anything to the contrary contained in this
     Section, the Credit Parties shall have no obligation to indemnify the
     Issuing Lender or any Lender in respect of any liability incurred by the
     Issuing Lender or such Lender arising out of the gross negligence or
     willful misconduct of the Issuing Lender (including action not taken by the
     Issuing Lender or such Lender), as determined by a court of competent
     jurisdiction or pursuant to arbitration.

     SECTION 2.19 REPLACEMENT OF LENDERS.

     If any Lender requests compensation under Sections 2.14 or 2.17, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 9.6), all of its interests, rights and obligations
under this Agreement and the related Credit Documents to an assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment).


                                       59



                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     To induce the Lenders to enter into this Agreement and to make the
Extensions of Credit herein provided for, other than Extensions of Credit made
on the Closing Date, as it relates to Sections 3.6, 3.9, 3.10, 3.15 and 3.24,
the Credit Parties hereby represent and warrant to the Administrative Agent and
to each Lender that:

     SECTION 3.1 FINANCIAL CONDITION.

          (a) (i) The audited Consolidated financial statements of the Borrower
     and its Subsidiaries for the fiscal years ended December 31, 2003, 2004,
     and 2005 together with the related Consolidated and consolidating
     statements of income or operations, equity and cash flows for the fiscal
     years ended on such dates, (ii) the audited Consolidated financial
     statements of the Acquired Company and its Subsidiaries for the fiscal
     years ended January 31, 2004, 2005, and 2006 together with the related
     Consolidated and consolidating statements of income or operations, equity
     and cash flows for the fiscal years ended on such dates, (iii) the
     unaudited Consolidated financial statements of the Borrower and its
     Subsidiaries and the Acquired Company and its Subsidiaries for the
     twelve-month period ending on the last day of the most recent fiscal
     quarter ended for the Borrower or the Acquired Company, as the case may be,
     prior to the Closing Date, together with the related Consolidated and
     consolidating statements of income or operations, equity and cash flows for
     such twelve-month periods ending on such dates and (iv) a pro forma balance
     sheet of the Borrower and its Subsidiaries as of the last day of the most
     recent fiscal quarter ended prior to the Closing Date:

                    (A) were in all material respects prepared in accordance
               with GAAP consistently applied throughout the period covered
               thereby, except as otherwise expressly noted therein;

                    (B) fairly present the financial condition of the Borrower
               and its Subsidiaries in all material respects, as applicable, as
               of the date thereof (subject, in the case of the unaudited
               financial statements, to normal year-end adjustments) and results
               of operations for the periods covered thereby; and

                    (C) show all material Indebtedness and other liabilities,
               direct or contingent, of the Borrower and its Subsidiaries as of
               the date thereof, including liabilities for taxes, material
               commitments and contingent obligations.

          (b) The five-year projections of the Borrower and its Subsidiaries
     delivered to the Lenders on or prior to the Closing Date have been prepared
     in good faith based upon reasonable assumptions as of the Closing Date. The
     parties hereto acknowledge that all


                                       60



     such forecasts and projections are based on various facts and assumptions
     which the Borrower believes are reasonable, but there can be no assurance
     that such facts or assumptions will materialize as anticipated, and the
     actual results may vary materially from such forecasts and projections.

     SECTION 3.2 NO CHANGE.

     Since December 31, 2005 (a) (and, in addition, after delivery of annual
audited financial statements in accordance with Section 5.1(a), from the date of
the most recently delivered annual audited financial statements), there has been
no development or event which has had or could reasonably be expected to have a
Material Adverse Effect and (b) no Internal Control Event has occurred.

     SECTION 3.3 CORPORATE EXISTENCE; COMPLIANCE WITH LAW.

     Each of the Borrower and the other Credit Parties (a) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation, organization or formation, (b) is duly qualified to conduct
business and in good standing under the laws of (i) the jurisdiction of its
organization or formation, (ii) the jurisdiction where its chief executive
office is located and (iii) each other jurisdiction where its ownership, lease
or operation of property or the conduct of its business requires such
qualification, except to the extent that the failure to so qualify or be in good
standing in any such other jurisdiction could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect and (c) is
in compliance with all Requirements of Law, organizational documents, government
permits and government licenses except to the extent such non-compliance could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Borrower and the Credit Parties, taken as a whole, (a) have
the requisite power and authority and the legal right to (i) own and operate all
of their collective material property, (ii) lease their collective material
property and (iii) conduct the business in which they are currently engaged and
(b) have taken all actions necessary to maintain all material rights,
privileges, licenses and franchises necessary or required in the normal conduct
of their business. The jurisdictions in which the Credit Parties are organized
are described on Schedule 3.3 as of the Closing Date or as last updated in
accordance with Section 5.2. The Borrower shall supplement Schedule 3.3 from
time to time, in accordance with Section 5.2, to add Additional Credit Parties.

     SECTION 3.4 CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

     Each of the Borrower and the other Credit Parties has full power and
authority and the legal right to make, deliver and perform the Credit Documents
to which it is party and has taken all necessary limited liability company,
partnership or corporate action to authorize the execution, delivery and
performance by it of the Credit Documents to which it is party. Each Credit
Document to which it is a party has been duly executed and delivered on behalf
of each Credit Party. Each Credit Document to which it is a party constitutes a
legal, valid and binding obligation of each Credit Party, enforceable against
such Credit Party in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights


                                       61



generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law).

     SECTION 3.5 NO LEGAL BAR; NO DEFAULT.

     The execution, delivery and performance of the Credit Documents, the
borrowings thereunder and the use of the proceeds of the Loans (a) will not
violate in any material respect any Requirement of Law or any Contractual
Obligation of any Credit Party (except those as to which waivers or consents
have been obtained), (b) will not conflict with, result in a breach of or
constitute a default under, in any material respect, the articles of
incorporation, bylaws, articles of organization, operating agreement or other
organization documents of the Credit Parties or any material agreement or other
material instrument to which such Person is a party or by which any of its
properties may be bound or any material approval or material consent from any
Governmental Authority relating to such Person, and (c) will not result in, or
require, the creation or imposition of any Lien on any Credit Party's properties
or revenues pursuant to any Requirement of Law or Contractual Obligation other
than the Liens arising under or contemplated in connection with the Credit
Documents or Permitted Liens, in each instance for clauses (a) through (c),
whether individually or in the aggregate, to the extent that it could reasonably
be expected to materially and adversely affect the Borrower and its
Subsidiaries, taken as a whole, or the Lenders. No Credit Party is in default
under or with respect to any of its Contractual Obligations that are material to
the Borrower and its Subsidiaries, taken as a whole, in any material respect. No
Default or Event of Default has occurred and is continuing.

     SECTION 3.6 NO MATERIAL LITIGATION.

     No litigation, investigation, claim, criminal prosecution, civil
investigative demand, imposition of criminal or civil fines and penalties, or
any other proceeding of or before any arbitrator or Governmental Authority is
pending or, to the best knowledge of the Credit Parties, threatened by or
against any Credit Party or any of its Subsidiaries or against any of its or
their respective properties or revenues (a) with respect to the Credit Documents
or any Extension of Credit or any of the transactions contemplated hereby, or
(b) which, if adversely determined, could, reasonably be expected to have a
Material Adverse Effect. Set forth on Schedule 3.6 is a list, as of the Closing
Date, of all litigation matters that the Credit Parties deem material.

     SECTION 3.7 INVESTMENT COMPANY ACT; ETC.

     No Credit Party is an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended. No Credit Party is a subject to regulation under the Federal Power
Act, the Interstate Commerce Act, or any federal or state statute or regulation
limiting its ability to incur the Credit Party Obligations.

     SECTION 3.8 MARGIN REGULATIONS.

     No part of the proceeds of any Extension of Credit hereunder will be used
directly or indirectly for any purpose that violates, or that would require any
Lender to make any filings in


                                       62



accordance with, the provisions of Regulation T, U or X of the Board of
Governors of the Federal Reserve System as now and from time to time hereafter
in effect. The Credit Parties and their Subsidiaries (a) are not engaged,
principally or as one of their important activities, in the business of
extending credit for the purpose of "purchasing" or "carrying" "margin stock"
within the respective meanings of each of such terms under Regulation U and (b)
taken as a group do not own "margin stock" except as identified in the financial
statements referred to in Section 3.1 and the aggregate value of all "margin
stock" owned by the Credit Parties and their Subsidiaries taken as a group does
not exceed 25% of the value of their assets.

     SECTION 3.9 ERISA.

     Set forth on Schedule 3.9 is a list, as of the Closing Date, of all ERISA
matters that the Credit Parties deem material. Except as could not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect:

          (a) Neither a Reportable Event nor an "accumulated funding deficiency"
     (within the meaning of Section 412 of the Code or Section 302 of ERISA) has
     occurred during the five-year period prior to the date on which this
     representation is made with respect to any Plan, and each Plan has complied
     in all respects with the applicable provisions of ERISA and the Code.

          (b) No termination of a Single Employer Plan has occurred during the
     five-year period prior to the date on which this representation is made
     resulting in any liability that has remained underfunded, and no Lien in
     favor of the PBGC or a Plan has arisen, during such five-year period.

          (c) The present value of all accrued benefits under each Single
     Employer Plan (based on those assumptions used to fund such Plans) did not,
     as of the last annual valuation date prior to the date on which this
     representation is made or deemed made, exceed the value of the assets of
     such Plan allocable to such accrued benefits.

          (d) All contributions required to be made with respect to a Plan have
     been timely made.

          (e) Neither any Credit Party nor any Commonly Controlled Entity is
     currently subject to any liability that remains unfunded for a complete or
     partial withdrawal from a Multiemployer Plan.

     SECTION 3.10 ENVIRONMENTAL MATTERS.

     Set forth on Schedule 3.10 is a list, as of the Closing Date, of all
environmental matters that the Credit Parties deem material. Except as could not
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect:

          (a) The facilities and properties owned, leased or operated by the
     Credit Parties or any of their Subsidiaries (the "Properties") do not
     contain any Materials of


                                       63



     Environmental Concern in amounts or concentrations which (i) constitute a
     violation of, or (ii) could give rise to liability on behalf of any Credit
     Party under, any Environmental Law.

          (b) The Properties and all operations of the Credit Parties and/or
     their Subsidiaries at the Properties are in compliance, and have in the
     last five years been in compliance, with all applicable Environmental Laws,
     and there is no contamination at, under or about the Properties or
     violation of any Environmental Law with respect to the Properties or the
     business operated by the Credit Parties or any of their Subsidiaries (the
     "Business").

          (c) Neither the Credit Parties nor their Subsidiaries have received
     any written or actual notice of violation, alleged violation,
     non-compliance, liability or potential liability on behalf of any Credit
     Party with respect to environmental matters or Environmental Laws regarding
     any of the Properties or the Business, nor do the Credit Parties and their
     Subsidiaries have knowledge or reason to believe that any such notice will
     be received or is being threatened.

          (d) Materials of Environmental Concern have not been transported or
     disposed of from the Properties in violation of, or in a manner or to a
     location that could give rise to liability on behalf of any Credit Party
     under any Environmental Law, and no Materials of Environmental Concern have
     been generated, treated, stored or disposed of at, on or under any of the
     Properties in violation of, or in a manner that could give rise to
     liability on behalf of any Credit Party under, any applicable Environmental
     Law.

          (e) No judicial proceeding or governmental or administrative action is
     pending or, to the knowledge of the Credit Parties and their Subsidiaries,
     threatened, under any Environmental Law to which any Credit Party or any
     Subsidiary is or will be named as a party with respect to the Properties or
     the Business, nor are there any consent decrees or other decrees, consent
     orders, administrative orders or other orders, or other administrative or
     judicial requirements outstanding under any Environmental Law with respect
     to the Properties or the Business.

          (f) There has been no release or threat of release of Materials of
     Environmental Concern at or from the Properties, or arising from or related
     to the operations of any Credit Party or any Subsidiary in connection with
     the Properties or otherwise in connection with the Business, in violation
     of or in amounts or in a manner that could give rise to liability on behalf
     of any Credit Party under Environmental Laws.

     SECTION 3.11 USE OF PROCEEDS.

     The proceeds of the Term Loan A and the Revolving Loans shall be used by
the Borrower solely (a) to finance a portion of the Acquisition, (b) to
refinance certain existing Indebtedness of the Borrower, the Acquired Company
and their respective Subsidiaries, (c) to pay any costs, fees and expenses
associated with this Agreement or the Acquisition, and (d) for working capital,
capital expenditures, Permitted Acquisitions and other general corporate


                                       64



purposes of the Credit Parties and their Subsidiaries. The proceeds of the
Interim Term Loan shall be used by the Borrower solely to finance a portion of
the Acquisition.

     SECTION 3.12 SUBSIDIARIES; JOINT VENTURES; PARTNERSHIPS.

     Set forth on Schedule 3.12 is a complete and accurate list of all
Subsidiaries, joint ventures and partnerships of the Credit Parties as of the
Closing Date. Information on the attached Schedule includes the following: (a)
the number of shares of each class of Capital Stock or other equity interests
outstanding owned by the Borrower and each Domestic Subsidiary; (b) the number
of outstanding shares of each class of Capital Stock of the Subsidiary and the
number of such shares owned by the Borrower and each Domestic Subsidiary; (c)
the number and effect, if exercised, of all outstanding options, warrants,
rights of conversion or purchase and similar rights of each Subsidiary and (d)
whether such Subsidiary is an Excluded Subsidiary. The outstanding Capital Stock
and other equity interests of the Borrower and each Material Domestic Subsidiary
the Capital Stock of which is pledged as Collateral hereunder is validly issued,
fully paid and non-assessable and is owned free and clear of all Liens (other
than those arising under or contemplated in connection with the Credit
Documents). There are no outstanding subscriptions, options, warrants, calls,
rights or other agreements or commitments (other than stock options granted to
employees or directors and directors' qualifying shares) of any nature relating
to any Capital Stock issued by any Material Domestic Subsidiary, except as
contemplated in connection with the Credit Documents.

     SECTION 3.13 OWNERSHIP.

     Each of the Credit Parties and its Subsidiaries is the owner of all of its
respective material personal and material real property and has good and
marketable title to or a valid leasehold interest in, all of its respective
material real property, which, together with assets leased or licensed by the
Credit Parties and their Subsidiaries, represents all assets in the aggregate
material to the conduct of the business of the Credit Parties and their
Subsidiaries, taken as a whole, and (after giving effect to the Transactions)
none of such material assets is subject to any Lien other than Permitted Liens.
Except as could not reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect, each Credit Party and its Subsidiaries enjoys
peaceful and undisturbed possession under all of its leases and all such leases
are valid and subsisting and in full force and effect.

     SECTION 3.14 INDEBTEDNESS.

     Except as otherwise permitted under Section 6.1, the Credit Parties and
their Subsidiaries have no Indebtedness.

     SECTION 3.15 TAXES.

     Each of the Credit Parties and its Subsidiaries has filed, or caused to be
filed, all income tax returns and all other material tax returns (federal,
state, local and foreign) required to be filed and paid (a) all amounts of taxes
shown thereon to be due (including interest and penalties) and (b) all other
taxes, fees, assessments and other governmental charges (including mortgage


                                       65



recording taxes, documentary stamp taxes and intangibles taxes) owing by it,
except for such filings, taxes, fees, assessments and other governmental charges
(i) that are not yet delinquent, (ii) that are being contested in good faith and
by proper proceedings, and against which adequate reserves are being maintained
in accordance with GAAP or (iii) the failure to pay or file could not reasonably
be expected to result in a Material Adverse Effect. Except as set forth on
Schedule 3.15, none of the Credit Parties and their Subsidiaries is aware as of
the Closing Date of any proposed or actual tax assessments against it or any of
its Subsidiaries that would be material to the Borrower and its Subsidiaries,
taken as a whole.

     SECTION 3.16 INTELLECTUAL PROPERTY RIGHTS.

     The Credit Parties and their Subsidiaries, taken as a whole, own, or have
the legal right to use, all Material Intellectual Property necessary to conduct
their business as currently conducted. Set forth on Schedule 3.16 is a list of
all Material Intellectual Property owned by each of the Credit Parties and its
Subsidiaries or that each of the Credit Parties or any of its Subsidiaries has
the right to use as of the Closing Date or as last updated in accordance with
Section 5.2. Except insofar as the failure of the following representations and
warranties to be true and correct could not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect, (a) at least one of the
Credit Parties or a Subsidiary thereof has the right to use the Material
Intellectual Property disclosed in Schedule 3.16 hereto, (b) all registrations
with and applications to Governmental Authorities in respect of such Material
Intellectual Property are valid and in full force and effect and are not subject
to the payment of any taxes or maintenance fees or the taking of any interest
therein and (c) there are no restrictions on the direct or indirect transfer of
any Contractual Obligation, or any interest therein, held by any of the Credit
Parties in respect of such Material Intellectual Property which has not been
obtained. Except insofar as the failure of the following representations and
warranties to be true and correct could not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect, (a) none of the Credit
Parties is in default (or with the giving of notice or lapse of time or both,
would be in default) under any license to use such Material Intellectual
Property; (b) no claim has been asserted and is pending by any Person
challenging or questioning the use of any such Material Intellectual Property or
the validity or effectiveness of any such Material Intellectual Property, nor do
the Credit Parties or any of their Subsidiaries know of any such claim which
could reasonably be expected to have a Material Adverse Effect; and (c) to the
knowledge of the Credit Parties or any of their Subsidiaries, the use of such
Material Intellectual Property by any of the Credit Parties or any of its
Subsidiaries does not infringe on the rights of any Person. Except insofar as
the failure of the following representations and warranties to be true and
correct could not reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect, the Credit Parties have recorded or deposited
with and paid to the United States Copyright Office, the Register of Copyrights,
the Copyrights Royalty Tribunal or other Governmental Authority, with respect to
any Copyright constituting Material Intellectual Property, all notices,
statements of account, royalty fees and other documents and instruments required
under the terms and conditions of any Contractual Obligation of the Credit
Parties and/or under Title 17 of the United States Code and the rules and
regulations issued thereunder (collectively, the "Copyright Act") with respect
to any Copyright constituting Material Intellectual Property, and are not liable
to any Person for copyright infringement under the Copyright Act or any other
law, rule, regulation, contract or license as a result of their business
operations. Schedule 3.16 shall


                                       66



be updated from time to time, in accordance with Section 5.2, by the Borrower to
include new Material Intellectual Property.

     SECTION 3.17 SOLVENCY.

     After giving effect to the Transactions, the fair saleable value of the
assets of the Borrower and its Subsidiaries, taken as a whole, measured on a
going concern basis, exceeds all probable liabilities of the Borrower and its
Subsidiaries, taken as a whole, including those to be incurred pursuant to this
Agreement. The Borrower and its Subsidiaries, taken as a whole, (a) do not have
unreasonably small capital in relation to the business in which they propose to
be engaged or (b) have not incurred, or believe that they will incur after
giving effect to the Transactions, debts beyond their ability to pay such debts
as they become due. In executing the Credit Documents and consummating the
Transactions, none of the Credit Parties intends to hinder, delay or defraud
either present or future creditors or other Persons to which one or more of the
Credit Parties is or will become indebted.

     SECTION 3.18 INVESTMENTS.

     All Investments of each of the Credit Parties and its Subsidiaries are
Permitted Investments.

     SECTION 3.19 LOCATION OF COLLATERAL.

     Set forth on Schedule 3.19(a) is a list of all locations of the Credit
Parties and their Subsidiaries, as of the Closing Date required to be disclosed
in any filing with the SEC, including street address, county and state where
located. Set forth on Schedule 3.19(b) is the state of incorporation or
organization, the chief executive office, organization and tax identification
numbers and the principal place of business of each of the Credit Parties as of
the Closing Date.

     SECTION 3.20 NO BURDENSOME RESTRICTIONS.

     None of the Credit Parties and their Subsidiaries is a party to any
agreement or instrument or subject to any other obligation or any charter or
corporate restriction or any provision of any applicable law, rule or regulation
which has non-standard terms that could reasonably be expected to be exercised
and, if so exercised, could reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect.

     SECTION 3.21 BROKERS' FEES.

     Except as set forth on Schedule 3.21, none of the Credit Parties and their
Subsidiaries has any obligation to any Person in respect of any finder's,
broker's, investment banking or other similar fee in connection with any of the
transactions contemplated under the Credit Documents other than the closing and
other fees payable pursuant to this Agreement and as set forth in the Fee
Letter.


                                       67



     SECTION 3.22 LABOR MATTERS.

     There are no collective bargaining agreements or Multiemployer Plans
covering the employees of the Credit Parties or any of their Subsidiaries as of
the Closing Date, other than as set forth in Schedule 3.22 hereto, and none of
the Credit Parties and their Subsidiaries (a) has suffered any strikes,
walkouts, work stoppages or other material labor difficulty within the last two
(2) years, other than as set forth in Schedule 3.22 hereto, or (b) has knowledge
of any potential or pending strike, walkout or work stoppage. Other than as set
forth on Schedule 3.22, no material unfair labor practice complaint is pending
against any Credit Party or any of its Subsidiaries.

     SECTION 3.23 ACCURACY AND COMPLETENESS OF INFORMATION.

     All written information heretofore, contemporaneously or hereafter
furnished by or on behalf of any Credit Party or any of its Subsidiaries to the
Administrative Agent, the Arranger or any Lender for purposes of or in
connection with this Agreement or any other Credit Document (other than the
representations and warranties set forth in the definitive documentation for the
Acquisition), or any transaction contemplated hereby or thereby, is or will be
true and accurate in all material respects and not incomplete by omitting to
state any material fact necessary to make such information not misleading. There
is no fact now known to any Credit Party or any of its Subsidiaries which,
individually or in the aggregate, has, or could reasonably be expected to have,
a Material Adverse Effect, which fact has not been set forth herein, in the
financial statements of the Borrower and its Subsidiaries furnished to the
Administrative Agent and the Lenders, or in any certificate, opinion or other
written statement made or furnished by any Credit Party to the Administrative
Agent and the Lenders. To the knowledge of the Credit Parties, all
representations and warranties set forth in the definitive documentation for the
Acquisition are true and correct in all material respects.

     SECTION 3.24 MATERIAL CONTRACTS.

     Schedule 3.24 sets forth a complete and accurate list of all Material
Contracts of the Credit Parties and their Subsidiaries in effect as of the
Closing Date or as last updated in accordance with Section 5.2. Each Material
Contract is, and after giving effect to the Transactions will be, in full force
and effect in accordance with the terms thereof. To the extent requested by the
Administrative Agent, the Credit Parties and their Subsidiaries have delivered
to, or have allowed access to, the Administrative Agent a true and complete copy
of each such Material Contract, except to the extent the disclosure of such
Material Contract is then prohibited by any Requirement of Law, the directive of
any applicable Governmental Authority or any Contractual Obligation binding on
any Credit Party as of the Closing Date; provided that the Borrower may redact
or summarize certain portions of such Material Contracts containing
non-financial trade secrets or non-financial proprietary information with the
consent of the Administrative Agent (such consent not to be unreasonably
withheld). Schedule 3.24 shall be updated from time to time, in accordance with
Section 5.2, by the Borrower to include new Material Contracts.


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     SECTION 3.25 INSURANCE.

     The liability, casualty, property and business interruption insurance of
the Credit Parties and their Subsidiaries as of the Closing Date or as last
updated in accordance with Section 5.2 is outlined as to carrier, policy number,
expiration date, type and amount on Schedule 3.25 and such insurance coverage
complies with the requirements set forth in Section 5.5(b). Schedule 3.25 shall
be updated from time to time, in accordance with Section 5.2, by the Borrower to
include additional insurance coverage.

     SECTION 3.26 SECURITY DOCUMENTS.

     The Security Documents create valid security interests in, and Liens on,
the Collateral purported to be covered thereby. Except as set forth in the
Security Documents, such security interests and Liens are currently (or will be,
upon (a) the filing of appropriate financing statements with the Secretary of
State of the state of incorporation or organization for each Credit Party, and
the filing of appropriate assignments or notices with the United States Patent
and Trademark Office and the United States Copyright Office, in each case in
favor of the Administrative Agent, on behalf of the Lenders, and (b) the
Administrative Agent obtaining Control (as defined in the Security Agreement) or
possession over those items of Collateral in which a security interest is
perfected through Control or possession) perfected security interests and Liens,
prior to all other Liens other than Permitted Liens.

     SECTION 3.27 CLASSIFICATION OF SENIOR INDEBTEDNESS.

     The Credit Party Obligations constitute "Senior Indebtedness", "Designated
Senior Indebtedness" or any similar designation under and as defined in any
agreement governing any Subordinated Debt and the subordination provisions set
forth in each such agreement are legally valid and enforceable against the
parties thereto.

     SECTION 3.28 ANTI-TERRORISM LAWS.

     Neither any Credit Party nor any of its Subsidiaries is an "enemy" or an
"ally of the enemy" within the meaning of Section 2 of the Trading with the
Enemy Act of the United States of America (50 U.S.C. App. Sections 1 et seq.),
as amended. Neither any Credit Party nor any or its Subsidiaries is in violation
of (a) the Trading with the Enemy Act, as amended, (b) any of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) or any enabling legislation or executive order
relating thereto or (c) the Patriot Act. None of the Credit Parties (i) is a
blocked person described in section 1 of the Anti-Terrorism Order or (ii) to the
best of its knowledge, engages in any dealings or transactions, or is otherwise
associated, with any such blocked person, in each instance in a manner that is
not permitted pursuant to applicable law.

     SECTION 3.29 COMPLIANCE WITH OFAC RULES AND REGULATIONS.

     None of the Credit Parties or their Subsidiaries or their respective
Affiliates is a Sanctioned Person. None of the Credit Parties, except as may be
permitted pursuant to


                                       69



applicable law, (a) has more than 15% of its assets in Sanctioned Countries, or
(b) derives more than 15% of its operating income from investments in, or
transactions with Sanctioned Persons or Sanctioned Countries. Except as may be
permitted by applicable law, no part of the proceeds of any Extension of Credit
hereunder will be used directly or indirectly to fund any operations in, finance
any investments or activities in or make any payments to, a Sanctioned Person or
a Sanctioned Country.

     SECTION 3.30 COMPLIANCE WITH FCPA.

     Except as could not reasonably be expected, either individually or in the
aggregate, to have a Material Adverse Effect, each of the Credit Parties and
their Subsidiaries is in compliance with the Foreign Corrupt Practices Act, 15
U.S.C. Sections 78dd-1, et seq., and any foreign counterpart thereto.

     SECTION 3.31 CONSENT; GOVERNMENTAL AUTHORIZATIONS.

     No approval, consent or authorization in respect of, any Governmental
Authority or any other Person is required in connection with acceptance of
Extensions of Credit by the Borrower or the making of the Guaranty hereunder or
with the execution, delivery or performance of any Credit Document by the Credit
Parties (other than those which have been obtained) or with the validity or
enforceability of any Credit Document against the Credit Parties (except such
filings as are necessary in connection with the perfection of the Liens created
by such Credit Documents).

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

     SECTION 4.1 CONDITIONS TO CLOSING DATE.

     This Agreement shall become effective upon, and the obligation of each
Lender to make the Term Loan and the initial Revolving Loans on the Closing Date
is subject to, the satisfaction of the following conditions precedent:

          (a) Execution of Credit Agreement and Credit Documents. The
     Administrative Agent shall have received (i) counterparts of this
     Agreement, executed by a duly authorized officer of each party hereto, (ii)
     for the account of each Revolving Lender requesting a promissory note, a
     Revolving Note, (iii) for the account of each Term Loan Lender requesting a
     promissory note for the Term Loan A, a Term Loan A Note, (iv) for the
     account of the Interim Term Loan Lender requesting a promissory note for
     the Interim Term Loan, an Interim Term Loan Note, (v) for the account of
     the Swingline Lender requesting a promissory note, the Swingline Note, (vi)
     counterparts of the Security Agreement, and the Pledge Agreement, in each
     case conforming to the requirements of this Agreement and executed by duly
     authorized officers of the Credit Parties or other Person, as applicable,
     and (vii) counterparts of any other Credit Document, executed by the duly
     authorized officers of the parties thereto.


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          (b) Authority Documents. The Administrative Agent shall have received
     the following:

               (i) Articles of Incorporation/Charter Documents. Copies of the
          articles of incorporation or other charter documents, as applicable,
          of each Credit Party certified (A) by an officer of such Credit Party
          (pursuant to an officer's certificate in substantially the form of
          Exhibit 4.1(b) attached hereto) as of the Closing Date to be true and
          correct and in force and effect as of such date, and (B) subject to
          Section 5.15(c), to be true and complete as of a recent date by the
          appropriate Governmental Authority of the state of its incorporation
          or organization, as applicable.

               (ii) Resolutions. Copies of resolutions of the board of directors
          or comparable managing body of each Credit Party approving and
          adopting the Credit Documents, the transactions contemplated therein
          and authorizing execution and delivery thereof, certified by an
          officer of such Credit Party (pursuant to an officer's certificate in
          substantially the form of Exhibit 4.1(b) attached hereto) as of the
          Closing Date to be true and correct and in force and effect as of such
          date.

               (iii) Bylaws/Operating Agreement. A copy of the bylaws or
          comparable operating agreement of each Credit Party certified by an
          officer of such Credit Party (pursuant to an officer's certificate in
          substantially the form of Exhibit 4.1(b) attached hereto) as of the
          Closing Date to be true and correct and in force and effect as of such
          date.

               (iv) Good Standing. Subject to Section 5.15(c), copies of
          certificates of good standing, existence or its equivalent with
          respect to each Credit Party certified as of a recent date by the
          appropriate Governmental Authorities of (A) the state of incorporation
          or organization and (B) each other state in which the failure to so
          qualify and be in good standing could reasonably be expected to have a
          Material Adverse Effect.

               (v) Incumbency. An incumbency certificate of each Credit Party
          certified by an officer (pursuant to an officer's certificate in
          substantially the form of Exhibit 4.1(b) attached hereto) to be true
          and correct as of the Closing Date.

          (c) Legal Opinion of Counsel. The Administrative Agent shall have
     received an opinion or opinions (including, if reasonably requested by the
     Administrative Agent, local counsel opinions) of counsel for the Credit
     Parties (including the Acquired Company), dated the Closing Date and
     addressed to the Administrative Agent and the Lenders, in form and
     substance acceptable to the Administrative Agent (which shall include,
     without limitation, opinions with respect to the due organization and valid
     existence of each Credit Party (including the Acquired Company), opinions
     as to perfection of the Liens granted to the Administrative Agent pursuant
     to the Security


                                       71



     Documents and opinions as to the non-contravention of the Credit Parties'
     (including the Acquired Company's) organizational documents and Material
     Contracts). The Administrative Agent shall have received evidence that the
     Administrative Agent and the Lenders have been permitted to rely on each
     opinion delivered by the Borrower and the seller in connection with the
     Acquisition, in form and substance reasonably acceptable to the
     Administrative Agent.

          (d) Personal Property Collateral. Subject to the terms of Section
     5.15, the Administrative Agent shall have received, in form and substance
     satisfactory to the Administrative Agent:

               (i) (A) searches of Uniform Commercial Code filings in the
          jurisdiction of the chief executive office, the state of organization,
          and the state of incorporation, of each Credit Party and each
          jurisdiction where any Collateral is located or where a filing would
          need to be made in order to perfect the Lenders' security interest in
          the Collateral, copies of the financing statements on file in such
          jurisdictions and evidence that no Liens exist other than Permitted
          Liens and (B) tax lien, judgment and pending litigation searches;

               (ii) searches of ownership of Intellectual Property in the
          appropriate governmental offices and such patent/trademark/copyright
          filings as requested by the Administrative Agent in order to perfect
          the Administrative Agent's security interest in the Intellectual
          Property;

               (iii) completed UCC financing statements for each appropriate
          jurisdiction as is necessary, in the Administrative Agent's sole
          discretion, to perfect the Lenders' security interest in the
          Collateral;

               (iv) the stock or membership certificates, if any, evidencing the
          Capital Stock pledged to the Administrative Agent pursuant to the
          Pledge Agreement, together with duly executed in blank undated stock
          or transfer powers;

               (v) duly executed consents as are necessary, in the
          Administrative Agent's sole discretion, to perfect the Lenders'
          security interest in the Collateral;

               (vi) in the case of any personal property Collateral located at
          premises leased by a Credit Party and set forth on Schedule 3.19(a)
          such estoppel letters, consents and waivers from the landlords on such
          real property to the extent (A) requested by the Administrative Agent
          and (B) the Borrower is able to secure such letters, consents and
          waivers after using commercially reasonable efforts (such letters,
          consents and waivers shall be in form and substance satisfactory to
          the Administrative Agent, it being acknowledged and agreed that any
          landlord waiver in the form of Exhibit 4.1(d) is satisfactory to the
          Administrative Agent);

               (vii) all instruments and chattel paper in the possession of any
          of the Credit Parties, together with allonges or assignments as may be
          necessary or


                                       72



          appropriate to perfect the Administrative Agent's and the Lenders'
          security interest in the Collateral; and

               (viii) such documentation as may be required by the
          Administrative Agent to be executed by the Credit Parties to comply
          with the Federal Assignment of Claims Act.

          (e) Liability, Casualty, Property and Business Interruption Insurance.
     The Administrative Agent shall have received certificates and endorsements
     of insurance evidencing liability, casualty, property and business
     interruption insurance meeting the requirements set forth herein or in the
     Security Documents. The Administrative Agent shall be named as lender loss
     payee, as its interest may appear and/or additional insured with respect to
     any such insurance providing liability coverage or coverage in respect of
     any Collateral, and the Borrower will use its commercially reasonable
     efforts to have each provider of any such insurance agree, by endorsement
     upon the policy or policies issued by it or by independent instruments
     furnished to the Administrative Agent, that it will give the Administrative
     Agent thirty (30) days prior written notice before any such policy or
     policies shall be altered or cancelled.

          (f) Litigation. There shall not exist any pending or ongoing, action,
     suit, investigation, litigation or proceeding in any court or before any
     other Governmental Authority (i) affecting or relating to this Agreement or
     the other Credit Documents, that has not been settled, dismissed, vacated,
     discharged or terminated prior to the Closing Date or (ii) that purports to
     affect any Credit Party or any of its Subsidiaries, or any transaction
     contemplated by the Credit Documents, which action, suit, investigation,
     litigation or proceeding could reasonably be expected to have a Material
     Adverse Effect, that has not been settled, dismissed, vacated, discharged
     or terminated prior to the Closing Date.

          (g) Solvency Certificate. The Administrative Agent shall have received
     an officer's certificate prepared by the chief financial officer of the
     Borrower as to the financial condition, solvency and related matters of the
     Credit Parties and their Subsidiaries, after giving effect to the initial
     borrowings under the Credit Documents, in substantially the form of Exhibit
     4.1(g) hereto.

          (h) Account Designation Letter. The Administrative Agent shall have
     received the executed Account Designation Letter in the form of Exhibit
     1.1(a) hereto.

          (i) Notice of Borrowing. The Administrative Agent shall have received
     a Notice of Borrowing with respect to the Revolving Loans.

          (j) Consents. The Administrative Agent shall have received evidence
     that all boards of directors (including, without limitation, the board of
     directors of the Acquired Company), governmental, shareholder and material
     third party consents (including, without limitation, Hart-Scott-Rodino
     clearance) and approvals necessary in connection with the Transactions have
     been obtained and all applicable waiting periods have expired


                                       73



     without any action being taken by any authority that could restrain,
     prevent or impose any material adverse conditions on such transactions or
     that could seek or threaten any of the foregoing.

          (k) Compliance with Laws. The financings and other Transactions
     contemplated hereby shall be in compliance with all applicable laws and
     regulations (including all applicable securities and banking laws, rules
     and regulations).

          (l) Bankruptcy. There shall be no bankruptcy or insolvency proceedings
     pending with respect to any Credit Party or any Subsidiary thereof.

          (m) Existing Indebtedness of the Credit Parties. All of the existing
     Indebtedness for borrowed money of the Credit Parties and their
     Subsidiaries (including the Acquired Company and other than Indebtedness
     permitted to exist pursuant to Section 6.1) shall be repaid in full and all
     security interests related thereto shall be terminated on or prior to the
     Closing Date.

          (n) Financial Statements. The Administrative Agent and the Lenders
     shall have received copies of the financial statements referred to in
     Section 3.1, each in form and substance satisfactory to it.

          (o) No Material Adverse Change. Since December 31, 2005, there shall
     have been no material adverse change in the business, operations or
     financial condition of the Acquired Company and its Subsidiaries, taken as
     a whole.

          (p) Financial Condition Certificate. The Administrative Agent shall
     have received a certificate or certificates executed by a Responsible
     Officer of the Borrower as of the Closing Date, substantially in the form
     of Exhibit 4.1(p) stating that (i) there does not exist any pending or
     ongoing, action, suit, investigation, litigation or proceeding in any court
     or before any other Governmental Authority (A) affecting this Agreement or
     the other Credit Documents, that has not been settled, dismissed, vacated,
     discharged or terminated prior to the Closing Date or (B) that purports to
     affect any Credit Party or any of its Subsidiaries, or any transaction
     contemplated by the Credit Documents, which action, suit, investigation,
     litigation or proceeding could reasonably be expected to have a Material
     Adverse Effect, that has not been settled, dismissed, vacated, discharged
     or terminated prior to the Closing Date, (ii) immediately after giving
     effect to this Agreement, the other Credit Documents, and all the
     Transactions contemplated to occur on such date, (A) no Default or Event of
     Default exists, (B) all representations and warranties contained herein and
     in the other Credit Documents (other than representations and warranties
     made pursuant to Sections 3.6, 3.9, 3.10, 3.15 and 3.24 hereof) are true
     and correct, and (C) the Credit Parties are in pro forma compliance with
     each of the initial financial covenants set forth in Section 5.9 (as
     evidenced through detailed calculations of such financial covenants on a
     schedule to such certificate) as of the most recent fiscal quarter ended
     prior to the Closing Date, (iii) immediately after giving effect to the
     Transactions, the Total Leverage Ratio of the Borrower and its Subsidiaries
     as of the last day of the fiscal quarter ending prior to the Closing Date,
     shall


                                       74



     not exceed 4.50 to 1.0, and (iv) each of the other conditions precedent in
     Section 4.1 have been satisfied.

          (q) Material Contracts. To the extent requested by the Administrative
     Agent, the Administrative Agent shall have received, or shall have access
     to, a true and complete copy of any Material Contract, together with all
     exhibits and schedules, except to the extent the disclosure of such
     Material Contract is then prohibited by any Requirement of Law, the
     directive of any applicable Governmental Authority or any Contractual
     obligation binding on any Credit Party as of the Closing Date; provided
     that the Borrower may redact certain portions of such Material Contract
     containing non-financial trade secrets or non-financial proprietary
     information with the consent for the Administrative Agent (such consent not
     to be unreasonably withheld).

          (r) Patriot Act Certificate. The Administrative Agent shall have
     received a certificate satisfactory thereto, substantially in the form of
     Exhibit 4.1(r), for benefit of itself and the Lenders, provided by the
     Borrower that sets forth information required by the Patriot Act including,
     without limitation, the identity of the Credit Parties, the name and
     address of the Credit Parties and other information that will allow the
     Administrative Agent or any Lender, as applicable, to identify the Credit
     Parties in accordance with the Patriot Act.

          (s) Acquisition Documents. The Acquisition shall have been consummated
     in accordance with the terms of the Acquisition Documents (without waiver
     of any conditions precedent to the obligations of any party thereto) and
     there shall not have been any material modification, amendment, supplement
     or waiver to the Acquisition Documents without the written consent or
     waiver by the Administrative Agent.

          (t) Total Leverage Ratio. Immediately after giving effect to the
     Transactions, the Total Leverage Ratio of the Borrower and its Subsidiaries
     as of the last day of the fiscal quarter ending prior to the Closing Date,
     shall not exceed 4.50 to 1.0.

          (u) Fees. The Administrative Agent and the Lenders shall have received
     all fees and expenses, if any, owing pursuant to the Fee Letter and Section
     2.5.

          (v) Additional Matters. All other documents and legal matters in
     connection with the transactions contemplated by this Agreement shall be
     reasonably satisfactory in form and substance to the Administrative Agent
     and its counsel.

     SECTION 4.2 CONDITIONS TO ALL EXTENSIONS OF CREDIT.

     The obligation of each Lender to make any Extension of Credit hereunder is
subject to the satisfaction of the following conditions precedent on the date of
making such Extension of Credit:

          (a) Representations and Warranties. The representations and warranties
     made by the Credit Parties herein, in the Security Documents or which are
     contained in any


                                       75



     certificate furnished at any time under or in connection herewith shall be
     (i) with respect to representations and warranties that contain a
     materiality qualification, true and correct and (ii) with respect to
     representations and warranties that do not contain a materiality
     qualification, true and correct in all material respects, on and as of the
     date of such Extension of Credit as if made on and as of such date except
     for any representation or warranty made as of an earlier date, which
     representation and warranty shall remain true and correct, in accordance
     with (i) and (ii) above, as of such earlier date.

          (b) No Default or Event of Default. No Default or Event of Default
     shall have occurred and be continuing on such date or after giving effect
     to the Extension of Credit to be made on such date unless such Default or
     Event of Default shall have been waived in accordance with this Agreement.

          (c) Compliance with Commitments. Immediately after giving effect to
     the making of any such Extension of Credit (and the application of the
     proceeds thereof), (i) the sum of the aggregate principal amount of
     outstanding Revolving Loans plus outstanding Swingline Loans plus
     outstanding LOC Obligations shall not exceed the Revolving Committed Amount
     then in effect, (ii) the outstanding LOC Obligations shall not exceed the
     LOC Committed Amount, and (iii) the outstanding Swingline Loans shall not
     exceed the Swingline Committed Amount.

          (d) Additional Conditions to Revolving Loans. If a Revolving Loan is
     requested, all conditions set forth in Section 2.1 shall have been
     satisfied.

          (e) Additional Conditions to Letters of Credit. If the issuance of a
     Letter of Credit is requested, all conditions set fort in Section 2.3 shall
     have been satisfied.

          (f) Additional Conditions to Swingline Loans. If a Swingline Loan is
     requested, all conditions set forth in Section 2.4 shall have been
     satisfied.

     Each request for an Extension of Credit and each acceptance by the Borrower
of any such Extension of Credit shall be deemed to constitute representations
and warranties by the Credit Parties as of the date of such Extension of Credit
that the conditions set forth above in paragraphs (a) through (f), as
applicable, have been satisfied.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

     Each of the Credit Parties hereby covenants and agrees that on the Closing
Date, and thereafter for so long as this Agreement is in effect and until the
Commitments have terminated, no Note remains outstanding and unpaid and the
Credit Party Obligations and all other amounts owing to the Administrative Agent
or any Lender hereunder are paid in full, such Credit Party shall, and shall
cause each of their Subsidiaries (other than in the case of Sections 5.1 or 5.2
hereof), to:


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     SECTION 5.1 FINANCIAL STATEMENTS.

     Furnish to the Administrative Agent and each of the Lenders:

          (a) Annual Financial Statements. As soon as available and in any event
     no later than the earlier of (i) to the extent applicable, the date the
     Borrower is required by the SEC to deliver its Form 10-K for any fiscal
     year of the Borrower and (ii) ninety (90) days after the end of each fiscal
     year of the Borrower, a copy of the Consolidated balance sheet of the
     Borrower and its Consolidated Subsidiaries as at the end of such fiscal
     year and the related Consolidated statements of income and retained
     earnings and of cash flows of the Borrower and its Consolidated
     Subsidiaries for such year, which shall be audited by a firm of independent
     certified public accountants of nationally recognized standing reasonably
     acceptable to the Required Lenders, setting forth in each case in
     comparative form the figures for the previous year, reported on without a
     "going concern" or like qualification or exception, or qualification
     indicating that the scope of the audit was inadequate to permit such
     independent certified public accountants to certify such financial
     statements without such qualification;

          (b) Quarterly Financial Statements. As soon as available and in any
     event no later than the earlier of (i) to the extent applicable, the date
     the Borrower is required by the SEC to deliver its Form 10-Q for any fiscal
     quarter of the Borrower and (ii) forty-five (45) days after the end of each
     fiscal quarter of the Borrower, a copy of the Consolidated balance sheet of
     the Borrower and its Consolidated Subsidiaries as at the end of such period
     and related Consolidated statements of income and retained earnings and of
     cash flows for the Borrower and its Consolidated Subsidiaries for such
     quarterly period and for the portion of the fiscal year ending with such
     period; and

          (c) Annual Operating Budget and Cash Flow. As soon as available, but
     in any event within forty-five (45) days after the end of each fiscal year,
     a copy of the detailed annual operating budget or plan including cash flow
     projections of the Borrower and its Subsidiaries for the next four fiscal
     quarter period prepared on a annual basis, in form and detail reasonably
     acceptable to the Administrative Agent and the Lenders, together with a
     summary of the material assumptions made in the preparation of such annual
     budget or plan;

all such financial statements to be complete and correct in all material
respects (subject, in the case of interim statements, to normal recurring
year-end audit adjustments) and to be prepared in reasonable detail and, in the
case of the annual and quarterly financial statements provided in accordance
with subsections (a) and (b) above, in accordance with GAAP applied consistently
throughout the periods reflected therein and further accompanied by a
description of, and an estimation of the effect on the financial statements on
account of, a change, if any, in the application of accounting principles as
provided in Section 1.3.

     Notwithstanding the foregoing, (a) financial statements and reports
required to be delivered pursuant to the foregoing provisions of this Section
and Section 5.2(e) may be


                                       77



delivered electronically and if so, shall be deemed to have been delivered on
the date on which the Administrative Agent receives such reports from the
Borrower through electronic mail and (b) financial statements and reports
required to be delivered pursuant to subsections (a) and (b) hereof and Section
5.2(e) of this Section shall be deemed delivered upon the posting of such
financial statements on EDGAR or the Borrower's website together with, if posted
on the Borrower's website only, the delivery of notice to the Administrative
Agent of such posting; provided that, upon the Administrative Agent's request,
the Borrower shall thereafter provide electronic or paper copies of any
documents required hereby to the Administrative Agent.

     SECTION 5.2 CERTIFICATES; OTHER INFORMATION.

     Furnish to the Administrative Agent and each of the Lenders:

          (a) concurrently with the delivery of the financial statements
     referred to in Section 5.1(a) above, an unqualified opinion of the
     registered independent certified public accountants of the Borrower
     accompanying such audited financial statements without a "going concern" or
     like qualification or exception, or qualification indicating that the scope
     of the audit was inadequate to permit such registered independent certified
     public accountants to certify such financial statements without such
     qualification;

          (b) concurrently with the delivery of the financial statements
     referred to in Sections 5.1(a) and 5.1(b) above, a certificate of a
     Responsible Officer substantially in the form of Exhibit 5.2(b) stating
     that (i) (A) such financial statements present fairly in all material
     respects the financial position of the Borrower and its Subsidiaries for
     the periods indicated in conformity with GAAP applied on a consistent
     basis, (B) each of the Credit Parties during such period observed or
     performed all of its covenants and other agreements in all material
     respects, and satisfied every material condition, contained in this
     Agreement to be observed, performed or satisfied by it, and (C) such
     Responsible Officer has obtained no knowledge of any Default or Event of
     Default except as specified in such certificate and such certificate shall
     include the calculations in reasonable detail required to indicate
     compliance with Section 5.9 as of the last day of such period;

          (c) concurrently with or prior to the delivery of the financial
     statements referred to in Sections 5.1(a) and 5.1(b) above, (i) an updated
     copy of Schedule 3.3 if the Borrower or any of its Subsidiaries has formed
     or acquired a new Subsidiary since the Closing Date or since such Schedule
     was last updated, as applicable, and (ii) an updated copy of Schedule 3.16
     if the Borrower or any of its Subsidiaries has registered, applied for
     registration of, acquired or otherwise obtained ownership of any new
     Material Intellectual Property since the Closing Date or since Schedule
     3.16 was last updated, as applicable;

          (d) concurrently with or prior to the delivery of the financial
     statements referred to in Sections 5.1(a) above, an updated copy of
     Schedule 3.25 if the Borrower or any of its Subsidiaries has altered or
     acquired any insurance policies since the Closing Date or since Schedule
     3.25 was last updated;


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          (e) promptly upon their becoming available, (i) copies of all reports
     (other than those otherwise provided pursuant to Section 5.1 and those
     which are of a promotional nature) and other financial information which
     the Borrower sends to its shareholders, and (ii) copies of all reports and
     all registration statements and prospectuses, if any, which the Borrower
     may make to, or file with, the SEC (or any successor or analogous
     Governmental Authority) or any securities exchange or other private
     regulatory authority;

          (f) within ninety (90) days after the end of each fiscal year of the
     Borrower, a certificate containing information including the calculation of
     Excess Cash Flow, the amount of all acquisitions, all dividends, Asset
     Dispositions, Debt Issuances, and Equity Issuances that were made during
     the prior fiscal year and amounts received in connection with any Recovery
     Event during the prior fiscal year;

          (g) not less than five (5) Business Days prior to the consummation of
     any Permitted Acquisition with a purchase price in excess of $150,000,000,
     a certificate substantially in the form of Exhibit 5.2(g) and reasonably
     satisfactory to the Administrative Agent, executed by a Responsible Officer
     of the Borrower (i) certifying that such Permitted Acquisition complies
     with the requirements of this Agreement, (ii) providing a description of
     the material terms of such acquisition (including a description of the
     business and the form of consideration), (iii) providing the audited
     financial statements (or, if unavailable, management-prepared financial
     statements) of the Target for its two most recent fiscal years and for any
     fiscal quarters ended within the fiscal year to date and (iv) providing a
     description of any pro forma adjustments contemplated as add-backs to
     Consolidated EBITDA for headcount reduction, facility closures and
     transaction expenses, in each case in form and substance reasonably
     satisfactory to the Administrative Agent;

          (h) upon the Administrative Agent's request, an updated copy of
     Schedule 3.24 and a copy of (or access to) any Material Contract, except to
     the extent the disclosure of such Material Contract is then prohibited by
     any Requirement of Law, the directive of any applicable Governmental
     Authority or any Contractual obligation binding on any Credit Party as of
     the Closing Date; provided that the Borrower may redact certain portions of
     such Material Contract containing non-financial trade secrets or
     non-financial proprietary information with the consent for the
     Administrative Agent (such consent not to be unreasonably withheld); and

          (i) promptly, such additional financial and other information as the
     Administrative Agent, on behalf of any Lender, may from time to time
     reasonably request.

     SECTION 5.3 PAYMENT OF TAXES AND OTHER OBLIGATIONS.

     Pay, discharge or otherwise satisfy at or before maturity or before they
become delinquent, as the case may be, subject, where applicable, to specified
grace periods, (a) its material taxes (Federal, state, local and any other
taxes) and (b) its other material obligations and


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liabilities of whatever nature in accordance with industry practice and (c) any
material additional costs that are imposed as a result of any failure to so pay,
discharge or otherwise satisfy such taxes, obligations and liabilities, except
when the amount or validity of any such taxes, obligations and liabilities is
currently being contested in good faith by appropriate proceedings and reserves,
if applicable, in conformity with GAAP with respect thereto have been provided
on the books of the Credit Parties.

     SECTION 5.4 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.

          (a) Except as permitted pursuant to Section 6.4 and Section 6.8,
     continue to engage in business of the same general type as now conducted by
     it or its Subsidiaries on the Closing Date and preserve, renew and keep in
     full force and effect its corporate or other formative existence and good
     standing and take all reasonable action to maintain all rights, privileges
     and franchises necessary or desirable in the normal conduct of its
     business;

          (b) comply in all material respects with all Contractual Obligations
     that are material to the Borrower and its Subsidiaries, taken as a whole;
     and

          (c) comply with all Requirements of Law applicable to it except to the
     extent that failure to comply therewith could not, individually or in the
     aggregate, reasonably be expected to have a Material Adverse Effect.

     SECTION 5.5 MAINTENANCE OF PROPERTY; INSURANCE.

          (a) Keep all material property useful and necessary in its business in
     good working order and condition (ordinary wear and tear and obsolescence
     excepted).

          (b) Maintain with financially sound and reputable insurance companies
     liability, casualty, property and business interruption insurance
     (including, without limitation, insurance with respect to its tangible
     Collateral) in at least such amounts and against at least such risks as are
     usually insured against in the same general area by companies engaged in
     the same or a similar business; and furnish to the Administrative Agent,
     upon the request of the Administrative Agent, full information as to the
     insurance carried. The Administrative Agent shall be named as loss payee or
     mortgagee, as its interest may appear, and/or additional insured with
     respect to any such casualty, property and liability insurance, as
     applicable, and each provider of any such insurance shall agree, by
     endorsement upon the policy or policies issued by it or by independent
     instruments furnished to the Administrative Agent, that it will give the
     Administrative Agent thirty (30) days prior written notice before any such
     policy or policies shall be altered or canceled, and such policies shall
     provide that no act or default of the Credit Parties or any of their
     Subsidiaries or any other Person shall affect the rights of the
     Administrative Agent or the Lenders under such policy or policies.

          (c) In case of any material loss, damage to or destruction of the
     Collateral of any Credit Party or any part thereof, such Credit Party shall
     promptly give written notice thereof


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     to the Administrative Agent generally describing the nature and extent of
     such damage or destruction. In case of any such material loss, damage to or
     destruction of a material portion of the Collateral of the Credit Parties,
     taken as a whole, if required by the Administrative Agent or the Required
     Lenders, such Credit Party (whether or not the insurance proceeds, if any,
     received on account of such damage or destruction shall be sufficient for
     that purpose), at such Credit Party's cost and expense, will promptly
     repair or replace the Collateral of such Credit Party so lost, damaged or
     destroyed.

     SECTION 5.6 INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.

     Keep proper books of records and account in which full, true and correct
entries in conformity with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its businesses and activities; and
permit, during regular business hours and upon reasonable notice by the
Administrative Agent or any Lender, the Administrative Agent or any Lender to
visit and inspect any of its properties and examine and make abstracts and
copies from any of its books and records at any reasonable time and as often as
may reasonably be desired, and to discuss the business, operations, properties
and financial and other condition of the Borrower and its Subsidiaries with
officers and employees of the Borrower and its Subsidiaries and with its
independent certified public accountants.

     SECTION 5.7 NOTICES.

     Give notice in writing to the Administrative Agent (which shall promptly
transmit such notice to each Lender) of:

          (a) promptly, but in any event within two (2) Business Days after any
     Credit Party knows or has reason to know thereof, the occurrence of any
     Default or Event of Default;

          (b) promptly, any default or event of default under any Contractual
     Obligation of any Credit Party or any of their Subsidiaries which,
     individually or in the aggregate, could reasonably be expected to have a
     Material Adverse Effect or involve a monetary claim in excess of
     $5,000,000;

          (c) promptly, any litigation, or any investigation or proceeding known
     to any Credit Party (i) affecting any Credit Party or any of their
     Subsidiaries which, if adversely determined, individually or in the
     aggregate, could reasonably be expected to have a Material Adverse Effect
     or involve an uninsured monetary claim in excess of $5,000,000, (ii)
     affecting or with respect to this Agreement, any other Credit Document or
     any security interest or Lien created thereunder or (iii) involving an
     environmental claim or potential liability under Environmental Laws which
     could reasonably be expected to have, individually or in the aggregate, a
     Material Adverse Effect;

          (d) any labor controversy that has resulted in, or threatens to result
     in, a strike or other work action against any Credit Party which could
     reasonably be expected to have a Material Adverse Effect;


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          (e) any attachment, judgment, lien, levy or order exceeding $5,000,000
     that may be assessed against or threatened against any Credit Party other
     than Permitted Liens;

          (f) as soon as possible and in any event within thirty (30) days after
     any Credit Party knows or has reason to know thereof: (i) the occurrence or
     expected occurrence of any Reportable Event with respect to any Plan, a
     failure to make any required contribution to a Plan, the creation of any
     Lien in favor of the PBGC (other than a Permitted Lien) or a Plan or any
     withdrawal from, or the termination, Reorganization or Insolvency of, any
     Multiemployer Plan or (ii) the institution of proceedings or the taking of
     any other action by the PBGC or any Credit Party, any Commonly Controlled
     Entity or any Multiemployer Plan, with respect to the withdrawal from, or
     the terminating, Reorganization or Insolvency of, any Plan, in each case to
     the extent material to the Borrower and its Subsidiaries, taken as a whole;

          (g) promptly after becoming aware of the occurrence of any Internal
     Control Event;

          (h) as soon as possible and in any event within ten (10) days after
     the creation of a Material Domestic Subsidiary, notice of the creation of
     such Material Domestic Subsidiary;

          (i) promptly, any notice of any violation received by any Credit Party
     from any Governmental Authority including, without limitation, any notice
     of violation of Environmental Laws; and

          (j) promptly, any other development or event which could reasonably be
     expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what material action the Credit Parties propose to take with respect
thereto, if any. In the case of any notice of a Default or Event of Default, the
Borrower shall specify that such notice is a Default or Event of Default notice
on the face thereof.

     SECTION 5.8 ENVIRONMENTAL LAWS.

          (a) Except as could not reasonably be expected, either individually or
     in the aggregate, to have a Material Adverse Effect, comply with, and
     ensure compliance in all material respects by all tenants and subtenants,
     if any, with, all applicable Environmental Laws and obtain and comply with
     and maintain, and ensure that all tenants and subtenants obtain and comply
     with and maintain, any and all licenses, approvals, notifications,
     registrations or permits required by applicable Environmental Laws;


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          (b) Except as could not reasonably be expected, either individually or
     in the aggregate, to have a Material Adverse Effect, conduct and complete
     all investigations, studies, sampling and testing, and all remedial,
     removal and other actions required under Environmental Laws and promptly
     comply with all lawful orders and directives of all Governmental
     Authorities regarding Environmental Laws except to the extent that the same
     are being contested in good faith by appropriate proceedings; and

          (c) Defend, indemnify and hold harmless the Administrative Agent and
     the Lenders, and their respective employees, agents, officers and directors
     and affiliates, from and against any and all claims, demands, penalties,
     fines, liabilities, settlements, damages, costs and expenses of whatever
     kind or nature known or unknown, contingent or otherwise, arising out of,
     or in any way relating to the violation of, noncompliance with or liability
     under, any Environmental Law applicable to the operations of the Credit
     Parties or any of their Subsidiaries or the Properties, or any orders,
     requirements or demands of Governmental Authorities related thereto,
     including, without limitation, reasonable attorney's and consultant's fees,
     investigation and laboratory fees, response costs, court costs and
     litigation expenses, except to the extent that any of the foregoing arise
     out of the gross negligence or willful misconduct of the party seeking
     indemnification therefor. The agreements in this paragraph shall survive
     repayment of the Credit Party Obligations and all other amounts payable
     hereunder and termination of the Commitments and the Credit Documents.

     SECTION 5.9 FINANCIAL COVENANTS.

     Comply with the following financial covenants:

          (a) Total Leverage Ratio. The Total Leverage Ratio, for the twelve
     months ending as of each fiscal quarter end, shall be less than or equal to
     4.50 to 1.0 at all times

          (b) Senior Leverage Ratio. The Senior Leverage Ratio, for the twelve
     months ending as of each fiscal quarter end, shall be less than or equal to
     3.25 to 1.0 at all times.

          (c) Interest Coverage Ratio. The Interest Coverage Ratio, for the
     twelve months ending as of each fiscal quarter end, shall be greater than
     or equal to 3.0 to 1.0 at all times.

     Notwithstanding the above, the parties hereto acknowledge and agree that,
for purposes of all calculations made in determining compliance for any
applicable period with the financial covenants set forth in this Section, (i)
after consummation of any Permitted Acquisition, Indebtedness of a Target which
is retired in connection with a Permitted Acquisition shall be excluded from
such calculations and deemed to have been retired as of the first day of such
applicable period and (ii) after any Asset Disposition permitted by Section
6.4(a)(x), (A) income statement items, cash flow statement items and other
balance sheet items (whether positive or negative) attributable to the property
or assets disposed of shall be excluded in such calculations to the extent
relating to such applicable period and (B) Indebtedness that is repaid with the


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proceeds of such Asset Disposition shall be excluded from such calculations and
deemed to have been repaid as of the first day of such applicable period.

     SECTION 5.10 ADDITIONAL GUARANTORS.

     The Credit Parties will cause each of their Material Domestic Subsidiaries
(other than the Excluded Subsidiaries), whether newly formed, after acquired or
otherwise existing to promptly (and in any event within thirty (30) days after
such Material Domestic Subsidiary is formed or acquired (or such longer period
of time as agreed to by the Administrative Agent in its reasonable discretion))
become a Guarantor hereunder by way of execution of a Joinder Agreement. In
connection therewith, the Credit Parties shall give prompt notice to the
Administrative Agent upon creating a Material Domestic Subsidiary, or acquiring
the Capital Stock of any other Person. The Credit Party Obligations shall be
secured by, among other things, a first priority perfected security interest in
the Collateral of such new Guarantor and a pledge of 100% of the Capital Stock
of such new Guarantor and its material Domestic Subsidiaries (other than
Excluded Subsidiaries) and 65% (or such higher percentage that would not result
in material adverse tax consequences for such new Guarantor) of the voting
Capital Stock and 100% of the non-voting Capital Stock of its first-tier
Material Foreign Subsidiaries. In connection with the foregoing, the Credit
Parties shall deliver to the Administrative Agent, with respect to each new
Guarantor to the extent applicable, substantially the same documentation
required pursuant to Sections 4.1(b)-(f) and 5.12 and such other documents or
agreements as the Administrative Agent may reasonably request.

     SECTION 5.11 COMPLIANCE WITH LAW.

     Comply with all laws, rules, regulations and orders (including
Environmental Laws), and all applicable restrictions imposed by all Governmental
Authorities, applicable to it and its Property if noncompliance with any such
law, rule, regulation, order or restriction could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.

     SECTION 5.12 PLEDGED ASSETS.

          (a) Each Credit Party will cause 100% of the Capital Stock in each of
     its direct or indirect Material Domestic Subsidiaries (other than Excluded
     Subsidiaries and unless such Domestic Subsidiary is owned by a Foreign
     Subsidiary) and 65% (to the extent the pledge of a greater percentage would
     be unlawful or would cause any materially adverse tax consequences to the
     Borrower or any Guarantor) of the voting Capital Stock and 100% of the
     non-voting Capital Stock of its first-tier Material Foreign Subsidiaries
     (other than Excluded Subsidiaries), in each case to the extent owned by
     such Credit Party, to be subject at all times to a first priority,
     perfected Lien in favor of the Administrative Agent pursuant to the terms
     and conditions of the Security Documents or such other security documents
     as the Administrative Agent shall reasonably request.

          (b) Subject to the terms of subsection (c) below, each Credit Party
     will cause and all tangible and intangible personal property now owned or
     hereafter acquired to be subject at all times to a first priority,
     perfected Lien (subject in each case to Permitted


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     Liens) in favor of the Administrative Agent pursuant to the terms and
     conditions of the Security Documents or such other security documents as
     the Administrative Agent shall reasonably request. Each Credit Party shall,
     and shall cause each of its Subsidiaries to, adhere to the covenants set
     forth in the Security Documents.

          (c) Each Credit Party shall timely and fully pay and perform its
     obligations under all leases and other agreements with respect to each
     leased location or public warehouse where any Collateral is or may be
     located.

     SECTION 5.13 FEDERAL ASSIGNMENT OF CLAIMS ACT.

     The Borrower will execute all documents necessary to comply with the
Federal Assignment of Claims Act and comparable state law with respect to the
accounts arising from (a) any Material Government Contract entered into on or
before the Closing Date and any Material Government Contract entered into after
the Closing Date to the extent reasonably required by the Administrative Agent,
such documents to be held in escrow by the Administrative Agent in accordance
with the terms of Section 5(a) of the Security Agreement.

     SECTION 5.14 LANDLORD WAIVERS.

     In the case of any personal property Collateral located at premises leased
by a Credit Party and which premises would be required to be disclosed in any
filing with the SEC, the Credit Parties will provide the Administrative Agent
with an estoppel letter, consent and waiver from the landlord with regard to
such premises to the extent (a) requested by the Administrative Agent and (b)
the Borrower is able to secure such letter, consent and waiver after using
commercially reasonable efforts (such letter, consent and waiver to be in form
and substance satisfactory to the Administrative Agent, it being acknowledged
and agreed that any landlord waiver in the form of Exhibit 4.1(d) is
satisfactory to the Administrative Agent).

     SECTION 5.15 POST-CLOSING REQUIREMENTS; FURTHER ASSURANCES.

          (a) Within ninety (90) days after the Closing Date (or such extended
     period of time as agreed to by the Administrative Agent), the
     Administrative Agent shall have received evidence that all chain-of-title
     issues with respect to the Material Intellectual Property of the Credit
     Parties have been resolved to the satisfaction of the Administrative Agent
     and all third party security interests with respect to the Material
     Intellectual Property of the Credit Parties have been released of record
     with the United States Patent and Trademark Office and the United States
     Copyright Office; provided that any Indebtedness associated with such
     security interests shall have been paid in full and terminated on or prior
     to the Closing Date.

          (b) Within thirty (30) days after the Closing Date (or such extended
     period of time as agreed to by the Administrative Agent), the
     Administrative Agent shall have received all stock or membership
     certificates, if any, evidencing the Capital Stock of the Material Domestic
     Subsidiaries and Material Foreign Subsidiaries pledged to the
     Administrative Agent pursuant to the Pledge Agreement that are not
     delivered on or prior


                                       85



     to the Closing Date, together with duly executed in blank undated stock or
     transfer powers.

          (c) Within sixty (60) days after the Closing Date (or such extended
     period of time as agreed to by the Administrative Agent), the
     Administrative Agent shall have received copies of (i) (A) the articles of
     incorporation or other charter documents, as applicable, of each Credit
     Party organized or incorporated in Pennsylvania and California and (B) the
     articles of incorporation of Simula, Inc., in each case certified to be
     true and complete as of a recent date by the appropriate Governmental
     Authority of the state of its incorporation or organization, as applicable
     and (ii) to the extent not previously delivered on or prior to the Closing
     Date, certificates of good standing, existence or its equivalent with
     respect to each Credit Party certified as of a recent date by the
     appropriate Governmental Authorities of the state of incorporation or
     organization.

          (d) Upon the reasonable request of the Administrative Agent, promptly
     perform or cause to be performed any and all acts and execute or cause to
     be executed any and all documents for filing under the provisions of the
     Uniform Commercial Code or any other Requirement of Law which are necessary
     or advisable to maintain in favor of the Administrative Agent, for the
     benefit of the Secured Parties, Liens on the Collateral that are duly
     perfected in accordance with the requirements of, or the obligations of the
     Credit Parties under, the Credit Documents and all applicable Requirements
     of Law.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

     The Credit Parties hereby covenant and agree that on the Closing Date, and
thereafter for so long as this Agreement is in effect and until the Commitments
have terminated, no Note remains outstanding and unpaid and the Credit Party
Obligations and all other amounts owing to the Administrative Agent or any
Lender hereunder are paid in full, that:

     SECTION 6.1 INDEBTEDNESS.

     The Credit Parties will not, nor will they permit any Subsidiary to,
contract, create, incur, assume or permit to exist any Indebtedness, except:

          (a) Indebtedness arising or existing under this Agreement and the
     other Credit Documents;

          (b) Indebtedness of the Credit Parties and their Subsidiaries existing
     as of the Closing Date as referenced in the fiscal year ended 2005
     financial statements referenced in Section 3.1 (and set out more
     specifically in Schedule 6.1(b)) hereto and renewals, refinancings or
     extensions thereof in a principal amount not in excess of that outstanding
     as of the date of such renewal, refinancing or extension;


                                       86



          (c) Indebtedness of the Credit Parties and their Subsidiaries incurred
     after the Closing Date consisting of Capital Leases or Indebtedness
     incurred to provide all or a portion of the purchase price or cost of
     construction of an asset; provided that (i) such Indebtedness when incurred
     shall not exceed the purchase price or cost of construction of such asset;
     (ii) no such Indebtedness shall be renewed, refinanced or extended for a
     principal amount in excess of the principal balance outstanding thereon at
     the time of such renewal, refinancing or extension; and (iii) the total
     amount of all such Indebtedness shall not exceed $50,000,000 at any time
     outstanding;

          (d) Unsecured intercompany Indebtedness (i) among the Credit Parties,
     (ii) among Subsidiaries that are not Credit Parties and (iii) to the extent
     such Indebtedness constitutes a Permitted Investment, among Credit Parties
     and direct and indirect Subsidiaries of the Borrower; provided that any
     such Indebtedness shall be, to the extent requested by the Administrative
     Agent, evidenced by a promissory note which shall be pledged to the
     Administrative Agent as Collateral for the Credit Party Obligations so long
     as such promissory note would not cause any adverse tax consequences to the
     Borrower or any of its Subsidiaries (it being acknowledged and agreed that
     any unsecured intercompany Indebtedness allowed pursuant to this clause (d)
     is subordinated to the prior payment in cash in full of the Credit Party
     Obligations);

          (e) Indebtedness and obligations owing under Secured Hedging
     Agreements and other Hedging Agreements entered into in order to manage
     existing or anticipated interest rate, exchange rate or commodity price
     risks and not for speculative purposes;

          (f) Guaranty Obligations in respect of Indebtedness of a Credit Party
     to the extent such Indebtedness is permitted to exist or be incurred
     pursuant to this Section;

          (g) the Senior Subordinated Indebtedness;

          (h) the Senior Unsecured Notes;

          (i) Indebtedness issued for the purpose of refinancing the Senior
     Subordinated Notes on terms substantially similar to the Senior
     Subordinated Notes and otherwise reasonably satisfactory to the
     Administrative Agent;

          (j) Indebtedness of Foreign Subsidiaries which does not to exceed
     $40,000,000 in the aggregate;

          (k) Indebtedness (other than intercompany Indebtedness) consisting of
     Permitted Investments;

          (l) so long as there exists no Default or Event of Default both
     immediately before and immediately after giving effect to any such
     transaction, Indebtedness of a Person which becomes a Subsidiary after the
     date hereof or Indebtedness of a Person that is assumed by the Borrower or
     any Subsidiary in connection with a Permitted


                                       87



     Acquisition; provided that (i) such Indebtedness existed at the time such
     Person became a Subsidiary or such Permitted Acquisition was consummated,
     as the case may be, and, in either case, was not created in anticipation
     thereof and (ii) such Indebtedness (to the extent secured) shall not exceed
     $25,000,000 at any time outstanding;

          (m) other subordinated Indebtedness of the Credit Parties (A) which is
     on terms substantially similar to the Senior Subordinated Notes and the
     Senior Subordinated Convertible Notes and (B) which matures on or after the
     date which is ninety (91) days following the Maturity Date;

          (n) Indebtedness consisting of earnout obligations or deferred
     purchase price obligations incurred as part of the consideration for a
     Permitted Acquisition;

          (o) Indebtedness consisting of sale leasebacks permitted pursuant to
     Section 6.12;

          (p) other unsecured Indebtedness of the Credit Parties so long as such
     unsecured Indebtedness matures after the Maturity Date and is incurred on
     terms no more restrictive than those set forth in this Agreement; and

          (q) other Indebtedness (other than intercompany Indebtedness) of the
     Credit Parties and their Subsidiaries in an aggregate amount not to exceed
     $10,000,000.

     SECTION 6.2 LIENS.

     The Credit Parties will not, nor will they permit any Subsidiary to,
contract, create, incur, assume or permit to exist any Lien with respect to any
of their respective property or assets of any kind (whether real or personal,
tangible or intangible), whether now owned or hereafter acquired, except for
Permitted Liens. Notwithstanding the foregoing, if a Credit Party shall grant a
Lien on any of its assets in violation of this Section, then it shall be deemed
to have simultaneously granted an equal and ratable Lien on any such assets in
favor of the Administrative Agent for the ratable benefit of the Lenders and the
Hedging Agreement Providers, to the extent such Lien has not already been
granted to the Administrative Agent.

     SECTION 6.3 NATURE OF BUSINESS.

     The Credit Parties will not, nor will they permit any Subsidiary to, alter
the character of their business in any material respect from that conducted by
the Borrower or its Subsidiaries as of the Closing Date and any business
reasonably related, ancillary or complimentary thereto.


                                       88



     SECTION 6.4 CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC.

     The Credit Parties will not, nor will they permit any Subsidiary to,

          (a) dissolve, liquidate or wind up its affairs, or sell, transfer,
     lease or otherwise dispose of its property or assets or agree to do so at a
     future time, except the following, without duplication, shall be expressly
     permitted:

               (i) (A) the sale, transfer, lease or other disposition of
          inventory and materials in the ordinary course of business and (B) the
          conversion of cash into Cash Equivalents and Cash Equivalents into
          cash;

               (ii) Recovery Events;

               (iii) the sale, lease, transfer or other disposition of
          machinery, parts and equipment no longer used or useful in the conduct
          of the business of the Credit Parties or any of their Subsidiaries;

               (iv) the sale, lease or transfer of property or assets (at fair
          value) between the Borrower and any Guarantor;

               (v) the sale, lease or transfer of property or assets permitted
          pursuant to Section 6.12;

               (vi) the sale, lease or transfer of property or assets from a
          Subsidiary which is not a Credit Party to another Subsidiary which is
          not a Credit Party;

               (vii) the sale, lease or transfer of property or assets from
          Subsidiary which is not a Credit Party to any Credit Party;

               (viii) so long as the Credit Parties are in compliance on a Pro
          Forma Basis with the financial covenants set forth in Section 5.9
          hereof, a one-time dividend of a subsidiary, division or line of
          business whose (A) revenues do not exceed $100,000,000, and (B)
          business is unrelated to the Credit Parties' primary business;

               (ix) the sale, lease or transfer of property or assets from a
          Credit Party other than the Borrower to another Credit Party; and

               (x) the sale, lease or transfer of property or assets not to
          exceed 10% of Total Consolidated Assets as reported in the audited
          financial statements of the Borrower most recently delivered to the
          Administrative Agent pursuant to Section 5.1 per sale or series of
          related sales;

     provided that (A) with respect to clauses (i)(A), (ii), (iii) and (vii)
     above, if the Total Leverage Ratio, on a Pro Forma Basis, is greater than
     or equal to 3.5 to 1.0, at least 75%


                                       89



     of the consideration received therefor by the Credit Parties or any such
     Subsidiary shall be in the form of cash or Cash Equivalents, (B) after
     giving effect to any Asset Disposition pursuant to clause (vii) above, the
     Credit Parties shall be in compliance on a Pro Forma Basis with the
     financial covenants set forth in Section 5.9 hereof, recalculated for the
     most recently ended month for which information is available, and (C) with
     respect to clause (vii) above, no Default or Event of Default shall exist
     or shall result therefrom; provided, further, that with respect to sales of
     assets permitted hereunder only, the Administrative Agent shall be
     entitled, without the consent of the Required Lenders, to release its Liens
     relating to the particular assets sold; or

          (b) except as otherwise permitted by this Agreement, including,
     without limitation Section 6.8, (i) purchase, lease or otherwise acquire
     (in a single transaction or a series of related transactions) the property
     or assets of any Person (other than a Credit Party), other than (A)
     Permitted Acquisitions and (B) except as otherwise limited or prohibited
     herein, purchases or other acquisitions of inventory, materials, property
     and equipment in the ordinary course of business, or (ii) enter into any
     transaction of merger or consolidation, except for (A) Investments or
     acquisitions permitted pursuant to Section 6.5, (B) the merger or
     consolidation of a Credit Party (or Subsidiary that is not a Credit Party)
     with and into another Credit Party; provided that if the Borrower is a
     party thereto, the Borrower will be the surviving corporation and (C) the
     merger or consolidation of a Subsidiary which is not a Credit Party with
     and into another Subsidiary which is not a Credit Party.

     SECTION 6.5 ADVANCES, INVESTMENTS AND LOANS.

     The Credit Parties will not, nor will they permit any Subsidiary to, make
any Investment except for Permitted Investments.

     SECTION 6.6 TRANSACTIONS WITH AFFILIATES.

     Other than Investments made pursuant to clauses (d) or (e) of the
definition of Permitted Investments, the Credit Parties will not, nor will they
permit any Subsidiary to, enter into any transaction or series of transactions,
whether or not in the ordinary course of business, with any officer, director,
shareholder or Affiliate other than on terms and conditions substantially as
favorable as would be obtainable in a comparable arm's-length transaction with a
Person other than an officer, director, shareholder or Affiliate.

     SECTION 6.7 OWNERSHIP OF SUBSIDIARIES; RESTRICTIONS.

     The Credit Parties will not sell, transfer, pledge or otherwise dispose of
any Capital Stock or other equity interests in any of their Subsidiaries, nor
will they permit any of their Subsidiaries to issue, sell, transfer, pledge or
otherwise dispose of any of their Capital Stock or other equity interests,
except in a transaction permitted by Section 6.4 or Section 6.8.


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     SECTION 6.8 CORPORATE CHANGES; MATERIAL CONTRACTS.

     No Credit Party will, nor will it permit any of its Subsidiaries to, (a)
change its fiscal year, (b) amend, modify or change its articles of
incorporation, certificate of designation (or corporate charter or other similar
organizational document) operating agreement or bylaws (or other similar
document) in any respect materially adverse to the interests of the Lenders
without the prior written consent of the Required Lenders, (c) change its state
of incorporation, organization or formation or have more than one state of
incorporation, organization or formation without promptly, but in any case
within thirty (30) days, notifying the Administrative Agent thereof or (d)
materially change its accounting method (except in accordance with GAAP) in any
manner materially adverse to the interests of the Lenders without the prior
written consent of the Required Lenders.

     SECTION 6.9 LIMITATION ON RESTRICTED ACTIONS.

     The Credit Parties will not, nor will they permit any Subsidiary to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any such Person to
(a) pay dividends or make any other distributions to any Credit Party on its
Capital Stock or with respect to any other interest or participation in, or
measured by, its profits, (b) pay any Indebtedness or other obligation owed to
any Credit Party, (c) make loans or advances to any Credit Party, (d) sell,
lease or transfer any of its properties or assets to any Credit Party, or (e)
act as a Guarantor and pledge its assets pursuant to the Credit Documents or any
renewals, refinancings, exchanges, refundings or extension thereof, except (in
respect of any of the matters referred to in clauses (a)-(d) above) for such
encumbrances or restrictions existing under or by reason of (i) this Agreement
and the other Credit Documents, (ii) applicable law, (iii) any document or
instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided
that any such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith, or (iv) any Permitted Lien or
any document or instrument governing any Permitted Lien; provided that any such
restriction contained therein relates only to the asset or assets subject to
such Permitted Lien.

     SECTION 6.10 RESTRICTED PAYMENTS.

     The Credit Parties will not, nor will they permit any Subsidiary to,
directly or indirectly, declare, order, make or set apart any sum for or pay any
Restricted Payment, except (a) to make dividends payable solely in the same
class of Capital Stock of such Person, (b) to make dividends or other
distributions payable to (i) the Borrower or any other Credit Party or (ii) a
Subsidiary which is not a Credit Party but which is the parent company of such
Person, (directly or indirectly through its Subsidiaries), (c) to make a
dividend pursuant to Section 6.4(a)(viii), (d) to make other Restricted Payments
(other than Restricted Payments made pursuant to the Senior Subordinated
Convertible Notes), so long as (i) no Default or Event of Default exists or
would exist on a Pro Forma Basis after giving effect to such Restricted Payment
and (ii) the Total Leverage Ratio and the Senior Leverage Ratio each shall be at
least .25x below the applicable covenant levels then in effect on a Pro Forma
Basis after giving effect to such Restricted Payment, and (e) to pay any net
share settlement cost due under the Senior Subordinated Convertible Notes to the
extent required by the mandatory conversion provisions of the indenture


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therefor as in effect on the Closing Date; provided that no Revolving Loan
borrowings under Section 2.1 of this Agreement may be used to make such payment
unless (i) no Default or Event of Default exists or would exist on a Pro Forma
Basis after giving effect to such payment, (ii) the Total Leverage Ratio and the
Senior Leverage Ratio each shall be at least .25x below the applicable covenant
levels then in effect on a Pro Forma Basis after giving effect to such payment
and (iii) there is at least $50,000,000 of availability under the Revolving
Committed Amount after giving effect to such payment.

     SECTION 6.11 AMENDMENT OF SUBORDINATED DEBT.

     The Credit Parties will not, nor will they permit any Subsidiary to,
without the prior written consent of the Required Lenders, amend, modify, waive
or extend or permit the amendment, modification, waiver or extension of any term
of any document governing or relating to any Subordinated Debt in a manner that
is materially adverse to the interests of the Lenders.

     SECTION 6.12 SALE LEASEBACKS.

     The Credit Parties will not, nor will they permit any Subsidiary to,
directly or indirectly, become or remain liable as lessee or as guarantor or
other surety with respect to any lease, whether an Operating lease or a Capital
Lease, of any property (whether real, personal or mixed), whether now owned or
hereafter acquired, (a) which any Credit Party or any Subsidiary has sold or
transferred or is to sell or transfer to a Person which is not a Credit Party or
a Subsidiary or (b) which any Credit Party or any Subsidiary intends to use for
substantially the same purpose as any other property which has been sold or is
to be sold or transferred by a Credit Party or a Subsidiary to another Person
which is not a Credit Party or a Subsidiary in connection with such lease,
except for such transactions that do not exceed $30,000,000 in the aggregate
during the term of this Agreement.

     SECTION 6.13 NO FURTHER NEGATIVE PLEDGES.

     The Credit Parties will not, nor will they permit any Subsidiary to, enter
into, assume or become subject to any agreement prohibiting or otherwise
restricting the creation or assumption of any Lien upon any of their properties
or assets, whether now owned or hereafter acquired, or requiring the grant of
any security for such obligation if security is given for some other obligation,
except (a) pursuant to this Agreement and the other Credit Documents, (b)
pursuant to any document or instrument; provided that any such restriction
contained therein relates only to the asset or assets constructed or acquired in
connection therewith or otherwise the subject matter thereof; (c) in connection
with any Permitted Lien or any document or instrument governing any Permitted
Lien; provided that any such restriction contained therein relates only to the
asset or assets subject to such Permitted Lien and (d) customary non-assignment
or non-pledge provisions in Government Contracts, joint venture agreements,
Intellectual Property licenses and other agreements that customarily have such
provisions; provided that any such restriction contained therein relates only to
such contract, agreement, or license (and assets required for performance
thereunder) and does not extend to any other properties or assets.


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     SECTION 6.14 ACCOUNT CONTROL AGREEMENTS; ADDITIONAL BANK ACCOUNTS.

     Beginning forty-five (45) days following the Closing Date, the Credit
Parties will not open, maintain or otherwise have any checking, savings,
securities or other accounts at any bank or other financial institution, or any
other account where money is or may be deposited or maintained with any Person,
other than (a) demand deposit accounts and securities accounts that are subject
to Account Control Agreements, (b) other demand deposit accounts established
solely as payroll and other zero balance accounts and (c) other deposit and
securities accounts, so long as at any time the balance in any such account does
not exceed $5,000,000 and the aggregate balance in all such accounts does not
exceed $15,000,000.

                                   ARTICLE VII

                                EVENTS OF DEFAULT

     SECTION 7.1 EVENTS OF DEFAULT.

     An Event of Default shall exist upon the occurrence of any of the following
specified events (each an "Event of Default"):

          (a) Payment. (i) The Borrower shall fail to pay any principal on any
     Loan or Note when due (whether at maturity, by reason of acceleration or
     otherwise) in accordance with the terms hereof or thereof; or (ii) the
     Borrower shall fail to reimburse the Issuing Lender for any LOC Obligations
     when due (whether at maturity, by reason of acceleration or otherwise) in
     accordance with the terms hereof; or (iii) the Borrower shall fail to pay
     any interest on any Loan or any fee or other amount payable hereunder when
     due (whether at maturity, by reason of acceleration or otherwise) in
     accordance with the terms hereof and such failure shall continue unremedied
     for three (3) days; or (iv) or any Guarantor shall fail to pay on the
     Guaranty in respect of any of the foregoing or in respect of any other
     Guaranty Obligations hereunder (after giving effect to the grace period in
     clause (iii)); or

          (b) Misrepresentation. Any representation or warranty made or deemed
     made herein, in the Security Documents or in any of the other Credit
     Documents or which is contained in any certificate, document or financial
     or other statement furnished at any time under or in connection with this
     Agreement shall prove to have been incorrect, false or misleading on or as
     of the date made or deemed made; or

          (c) Covenant Default. (i) Any Credit Party shall fail to perform,
     comply with or observe any term, covenant or agreement applicable to it
     contained in Sections 5.1, 5.2, 5.7, 5.9 or Article VI hereof (other than
     Section 6.14); (ii) any Credit Party shall fail to perform, comply with or
     observe any term, covenant or agreement applicable to it contained in
     Sections 5.4, 5.5(b), 5.11, 5.13 or 6.14 and such breach or failure to
     comply is not cured within ten (10) days of its occurrence or (iii) any
     Credit Party shall fail to comply with any other covenant contained in this
     Agreement or the other Credit


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     Documents or any other agreement, document or instrument among any Credit
     Party, the Administrative Agent and the Lenders or executed by any Credit
     Party in favor of the Administrative Agent or the Lenders (other than as
     described in Sections 7.1(a) or 7.1(c)(i) above), and such breach or
     failure to comply is not cured within thirty (30) days of its occurrence;
     or

          (d) Indebtedness Cross-Default. (i) any Credit Party shall default in
     any payment of principal of or interest on any Indebtedness (other than the
     Loans, Reimbursement Obligations and the Guaranty) in a principal amount
     outstanding of at least $5,000,000 for the Borrower and any of its
     Subsidiaries in the aggregate beyond any applicable grace period (not to
     exceed thirty (30) days), if any, provided in the instrument or agreement
     under which such Indebtedness was created, other than the Indebtedness set
     forth on Schedule 7.1(d), which shall be paid within thirty (30) days after
     the Closing Date; or (ii) any Credit Party shall default in the observance
     or performance of any other material agreement or material condition
     relating to any Indebtedness (other than the Loans, Reimbursement
     Obligations and the Guaranty) in a principal amount outstanding of at least
     $5,000,000 in the aggregate for the Credit Parties and their Subsidiaries
     or contained in any instrument or agreement evidencing, securing or
     relating thereto, or any other event shall occur or condition exist, the
     effect of which default or other 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, with the
     giving of notice if required, such Indebtedness to become due prior to its
     stated maturity, other than the Indebtedness set forth on Schedule 7.1(d),
     which shall be paid within thirty (30) days after the Closing Date; or
     (iii) any Credit Party shall breach or default any Secured Hedging
     Agreement (after giving effect to any grace periods with respect thereto);
     or

          (e) Other Cross-Defaults. The occurrence of any of the following to
     the extent it could reasonably be expected to have a Material Adverse
     Effect: (i) the Borrower or any Subsidiary thereof is debarred or suspended
     from contracting with any Governmental Authority; or (ii) a notice of
     debarment or suspension has been issued to or received by the Borrower or
     any Subsidiary thereof; or (iii) an investigation by any Governmental
     Authority relating to the Borrower or any Subsidiary thereof and involving
     fraud, deception or willful misconduct shall have been commenced in
     connection with any Government Contract or other Material Contract or the
     Borrower's or any Subsidiary's activities with respect thereto; or (iv) the
     actual termination of a Government Contract or other Material Contract due
     to alleged fraud, deception or willful misconduct; or

          (f) Bankruptcy Default. (i) A Credit Party or any of its Subsidiaries
     (other than any Subsidiary listed on Schedule 7.1(f) or any dormant
     Subsidiary of the Borrower) shall commence any case, proceeding or other
     action (A) under any existing or future law of any jurisdiction, domestic
     or foreign, relating to bankruptcy, insolvency, reorganization or relief of
     debtors, seeking to have an order for relief entered with respect to it, or
     seeking to adjudicate it a bankrupt or insolvent, or seeking
     reorganization, arrangement, adjustment, winding-up, liquidation,
     dissolution, composition or other relief


                                       94



     with respect to it or its debts, or (B) seeking appointment of a receiver,
     trustee, custodian, conservator or other similar official for it or for all
     or any substantial part of its assets, or a Credit Party or any of its
     Subsidiaries shall make a general assignment for the benefit of its
     creditors; or (ii) there shall be commenced against a Credit Party or any
     of its Subsidiaries (other than any Subsidiary listed on Schedule 7.1(f) or
     any dormant Subsidiary of the Borrower) any case, proceeding or other
     action of a nature referred to in clause (i) above which (A) results in the
     entry of an order for relief or any such adjudication or appointment or (B)
     remains undismissed, undischarged or unbonded for a period of sixty (60)
     days; or (iii) there shall be commenced against a Credit Party or any of
     its Subsidiaries (other than any Subsidiary listed on Schedule 7.1(f) or
     any dormant Subsidiary of the Borrower) any case, proceeding or other
     action seeking issuance of a warrant of attachment, execution, distraint or
     similar process against all or any substantial part of their assets which
     results in the entry of an order for any such relief which shall not have
     been vacated, discharged, or stayed or bonded pending appeal within sixty
     (60) days from the entry thereof; or (iv) a Credit Party or any of its
     Subsidiaries (other than any Subsidiary listed on Schedule 7.1(f) or any
     dormant Subsidiary of the Borrower) shall take any action in furtherance
     of, or indicating its consent to, approval of, or acquiescence in, any of
     the acts set forth in clause (i), (ii), or (iii) above; or (v) a Credit
     Party or any of its Subsidiaries (other than any Subsidiary listed on
     Schedule 7.1(f) or any dormant Subsidiary of the Borrower) shall generally
     not, or shall be unable to, or shall admit in writing their inability to,
     pay its debts as they become due; or

          (g) Judgment Default. One or more judgments or decrees shall be
     entered against a Credit Party or any of its Subsidiaries involving in the
     aggregate a liability (to the extent not covered by insurance) of
     $10,000,000 or more and all such judgments or decrees shall not have been
     paid and satisfied, vacated, discharged, stayed or bonded pending appeal
     within twenty (20) Business Days from the entry thereof or any injunction,
     temporary restraining order or similar decree shall be issued against a
     Credit Party or any of its Subsidiaries that, individually or in the
     aggregate, could result in a Material Adverse Effect; or

          (h) ERISA Default. (i) Except as could not reasonably be expected to
     result in a Material Adverse Effect, (A) any Person shall engage in any
     "prohibited transaction" (as defined in Section 406 of ERISA or Section
     4975 of the Code) involving any Plan, or (B) any "accumulated funding
     deficiency" (as defined in Section 302 of ERISA), whether or not waived,
     shall exist with respect to any Plan or any Lien in favor of the PBGC or a
     Plan (other than a Permitted Lien) shall arise on the assets of the Credit
     Parties or any Commonly Controlled Entity, (ii) a Reportable Event shall
     occur with respect to, or proceedings shall commence to have a trustee
     appointed, or a trustee shall be appointed, to administer or to terminate,
     any Single Employer Plan, which Reportable Event or commencement of
     proceedings or appointment of a trustee is, in the reasonable opinion of
     the Required Lenders, likely to result in the termination of such Plan for
     purposes of Title IV of ERISA, (iii) any Single Employer Plan shall
     terminate for purposes of Title IV of ERISA, or (iv) a Credit Party, any of
     its Subsidiaries or any Commonly Controlled Entity shall incur any
     liability in connection with a withdrawal from, or the Insolvency or
     Reorganization of, any Multiemployer Plan; or


                                       95



          (i) Change of Control. There shall occur a Change of Control; or

          (j) Invalidity of Guaranty. At any time after the execution and
     delivery thereof, the Guaranty, for any reason other than the satisfaction
     in full of all Credit Party Obligations, shall cease to be in full force
     and effect (other than in accordance with its terms) or shall be declared
     to be null and void, or any Credit Party shall contest the validity or
     enforceability of the Guaranty or any Credit Document in writing or deny in
     writing that it has any further liability, including with respect to future
     advances by the Lenders, under any Credit Document to which it is a party;
     or

          (k) Invalidity of Credit Documents. Any other Credit Document shall
     fail to be in full force and effect or to give the Administrative Agent
     and/or the Lenders the security interests, liens, rights, powers, priority
     and privileges purported to be created thereby (except as such documents
     may be terminated or no longer in force and effect in accordance with the
     terms thereof, other than those indemnities and provisions which by their
     terms shall survive) or any Lien shall fail to be a first priority,
     perfected Lien on a material portion of the Collateral; or

          (l) Hedging Agreement. Any termination payment in excess of $5,000,000
     shall be due by a Credit Party under any Hedging Agreement and such amount
     is not paid within the later to occur of five (5) Business Days after the
     due date thereof or the expiration of grace periods, if any, in such
     Hedging Agreement; or

          (m) Subordinated Debt. Any default (which is not waived or cured
     within the applicable period of grace) or event of default shall occur
     under any Subordinated Debt in an aggregate amount of at least $5,000,000
     or the subordination provisions contained therein shall cease to be in full
     force and effect or to give the Lenders the rights, powers and privileges
     purported to be created thereby; or

          (n) Uninsured Loss. Any uninsured damage to or loss, theft or
     destruction of any assets of the Credit Parties or any of their
     Subsidiaries shall occur that is in excess of $20,000,000.

     SECTION 7.2 ACCELERATION; REMEDIES.

     Upon the occurrence and during the continuance of an Event of Default,
then, and in any such event, (a) if such event is an Event of Default specified
in Section 7.1(f) above, (i) automatically the Commitments shall immediately
terminate and the Loans (with accrued interest thereon), and all other amounts
under the Credit Documents (including without limitation the maximum amount of
all contingent liabilities under Letters of Credit) shall immediately become due
and payable and (ii) the Borrower shall cash collateralize the LOC Obligations,
and (b) if such event is any other Event of Default, any or all of the following
actions may be taken: (i) with the written consent of the Required Lenders, the
Administrative Agent may, or upon the written request of the Required Lenders,
the Administrative Agent shall, declare the Commitments to be terminated
forthwith, whereupon the Commitments shall


                                       96



immediately terminate; (ii) the Administrative Agent may, or upon the written
request of the Required Lenders, the Administrative Agent shall, declare the
Loans (with accrued interest thereon) and all other amounts owing under this
Agreement and the Notes to be due and payable forthwith and direct the Borrower
to pay to the Administrative Agent cash collateral as security for the LOC
Obligations for subsequent drawings under then outstanding Letters of Credit an
amount equal to the maximum amount of which may be drawn under Letters of Credit
then outstanding, whereupon the same shall immediately become due and payable;
and/or (iii) with the written consent of the Required Lenders, the
Administrative Agent may, or upon the written request of the Required Lenders,
the Administrative Agent shall, exercise such other rights and remedies as
provided under the Credit Documents and under applicable law.

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

     SECTION 8.1 APPOINTMENT.

     Each Lender hereby irrevocably designates and appoints Wachovia as the
Administrative Agent of such Lender under this Agreement, and each such Lender
irrevocably authorizes Wachovia, as the Administrative Agent for such Lender, to
take such action on its behalf under the provisions of this Agreement and to
exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement, together with such other
powers as are reasonably incidental thereto. Each Lender acknowledges that the
Credit Parties may rely on each action taken by the Administrative Agent on
behalf of the Lenders hereunder. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent.

     SECTION 8.2 DELEGATION OF DUTIES.

     The Administrative Agent may execute any of its duties under this Agreement
by or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care. Without limiting the
foregoing, the Administrative Agent may appoint one of its affiliates as its
agent to perform the functions of the Administrative Agent hereunder relating to
the advancing of funds to the Borrower and distribution of funds to the Lenders
and to perform such other related functions of the Administrative Agent
hereunder as are reasonably incidental to such functions.


                                       97



     SECTION 8.3 EXCULPATORY PROVISIONS.

     Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact, Subsidiaries or affiliates shall be (a)
liable for any action lawfully taken or omitted to be taken by it or such Person
under or in connection with this Agreement (except for its or such Person's own
gross negligence or willful misconduct) or (b) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties made
by any Credit Party or any officer thereof contained in this Agreement or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this
Agreement or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of any of the Credit Documents or for any failure of any Credit
Party to perform its obligations hereunder or thereunder. The Administrative
Agent shall not be under any obligation to any Lender to ascertain or to inquire
as to the observance or performance by any Credit Party of any of the agreements
contained in, or conditions of, this Agreement, or to inspect the properties,
books or records of any Credit Party.

     SECTION 8.4 RELIANCE BY ADMINISTRATIVE AGENT.

          (a) The Administrative Agent shall be entitled to rely, and shall be
     fully protected in relying, upon any note, writing, resolution, notice,
     consent, certificate, affidavit, letter, cablegram, telegram, telecopy,
     telex or teletype message, statement, order or other document or
     conversation believed by it in good faith 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, without limitation,
     counsel to the Credit Parties), independent accountants and other experts
     selected by the Administrative Agent. The Administrative Agent may deem and
     treat the payee of any Note as the owner thereof for all purposes unless an
     executed Assignment Agreement has been filed with the Administrative Agent
     pursuant to Section 9.6(c) with respect to the Loans evidenced by such
     Note. The Administrative Agent shall be fully justified in failing or
     refusing to take any action under this Agreement unless it shall first
     receive such advice or concurrence of the Required Lenders as it deems
     appropriate or 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
     Administrative Agent shall in all cases be fully protected in acting, or in
     refraining from acting, under any of the Credit Documents in accordance
     with a request of the Required Lenders or all of the Lenders, as may be
     required under this Agreement, and such request and any action taken or
     failure to act pursuant thereto shall be binding upon all the Lenders and
     all future holders of the Notes.

          (b) For purposes of determining compliance with the conditions
     specified in Section 4.1, 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.


                                       98



     SECTION 8.5 NOTICE OF DEFAULT.

     The Administrative Agent shall not be deemed to have knowledge or notice of
the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or the Borrower referring
to this Agreement, describing such Default or Event of Default and stating that
such notice is a "notice of default". In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give prompt notice
thereof to the Lenders. The Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by
the Required Lenders; provided, however, that unless and until the
Administrative Agent shall have received such directions, the Administrative
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 in the best interests of the Lenders except to the extent that
this Agreement expressly requires that such action be taken, or not taken, only
with the consent or upon the authorization of the Required Lenders, or all of
the Lenders, as the case may be.

     SECTION 8.6 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

     Each Lender expressly acknowledges that neither the Administrative Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates has made any representation or warranty to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
any Credit Party, shall be deemed to constitute any representation or warranty
by the Administrative Agent to any Lender. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower or any other Credit Party and
made its own decision to make its Loans hereunder and enter into this Agreement.
Each Lender also represents that it will, independently and without reliance
upon the Administrative Agent or any other Lender, 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 to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Borrower and the other Credit Parties.
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
the Borrower or any other Credit Party which may come into the possession of the
Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.

     SECTION 8.7 INDEMNIFICATION.

     The Lenders agree to indemnify the Administrative Agent, the Issuing
Lender, the Swingline Lender and the Other Agents in their capacity hereunder
and their Affiliates and their respective officers, directors, agents and
employees (to the extent not reimbursed by the


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Borrower and without limiting the obligation of the Borrower to do so), ratably
according to their respective Commitment Percentages in effect on the date on
which indemnification is sought under this Section, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the Credit
Party Obligations) be imposed on, incurred by or asserted against any such
Indemnitee in any way relating to or arising out of any Credit Document or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by any such
Indemnitee under or in connection with any of the foregoing; provided, however,
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements to the extent resulting from such Indemnitee's
gross negligence or willful misconduct, as determined by a court of competent
jurisdiction. The agreements in this Section shall survive the termination of
this Agreement and payment of the Notes and all other amounts payable hereunder.

     SECTION 8.8 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

     The Administrative Agent and its affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrower and
the other Credit Parties as though the Administrative Agent were not the
Administrative Agent hereunder. With respect to its Loans made or renewed by it
and any Note issued to it, the Administrative Agent shall have the same rights
and powers under this Agreement as any Lender and may exercise the same as
though it were not the Administrative Agent, and the terms "Lender" and
"Lenders" shall include the Administrative Agent in its individual capacity.

     SECTION 8.9 SUCCESSOR ADMINISTRATIVE AGENT.

     The Administrative Agent may resign as Administrative Agent upon thirty
(30) days' prior written notice to the Borrower and the Lenders. If the
Administrative Agent shall resign as Administrative Agent under this Credit
Agreement and the other Credit Documents, then the Required Lenders shall
appoint from among the Lenders a successor administrative agent for the Lenders,
which successor agent shall be approved by the Borrower (such approval not to be
unreasonably withheld) so long as no Default or Event of Default has occurred
and is continuing, whereupon such successor administrative agent shall succeed
to the rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor administrative agent effective
upon such appointment and approval, and the former Administrative Agent's
rights, powers and duties as Administrative Agent shall be terminated, without
any other or further act or deed on the part of such former Administrative Agent
or any of the parties to this Credit Agreement or any holders of the Notes. If
no successor Administrative Agent has accepted appointment as Administrative
Agent within thirty (30) days after the retiring Administrative Agent's giving
notice of resignation, the retiring Administrative Agent shall have the right,
on behalf of the Lenders, to appoint a successor administrative agent, which
successor shall be approved by the Borrower (such approval not to be
unreasonably withheld) so long as no Default or Event of Default has occurred
and is continuing. If no successor administrative agent has accepted appointment
as Administrative Agent within



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sixty (60) days after the retiring Administrative Agent's giving notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
become effective and the Lenders shall perform all duties of the Administrative
Agent hereunder until such time, if any, as the Required Lenders appoint a
successor administrative agent as provided for above. After any retiring
Administrative Agent's resignation as Administrative Agent, the indemnification
provisions of this Credit Agreement and the other Credit Documents and the
provisions of this Article VIII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this
Credit Agreement.

     SECTION 8.10 OTHER AGENTS.

     None of the Lenders or other Persons identified on the facing page or
signature pages of this Agreement as a "syndication agent," "documentation
agent," "co-agent," "joint book runner" or "joint lead arranger" (collectively,
the "Other Agents") shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than, in the case of such
Lenders, those applicable to all Lenders as such. Without limiting the
foregoing, none of the Lenders or Agents shall have or be deemed to have any
fiduciary relationship with any Lender. Each Lender acknowledges that it has not
relied, and will not rely, on any of the Lenders or other Persons so identified
in deciding to enter into this Agreement or in taking or not taking action
hereunder.

     SECTION 8.11 NATURE OF DUTIES.

     Except as otherwise expressly stated herein, any agent (other than the
Administrative Agent) or co-lead arranger listed from time to time on the cover
page of this Agreement shall have no obligations, responsibilities or duties
under this Agreement or under any other Credit Document other than obligations,
responsibilities and duties applicable to all Lenders in their capacity as
Lenders; provided, however, that such agents and co-lead arrangers shall be
entitled to the same rights, protections, exculpations and indemnifications
granted to the Administrative Agent under this Article VIII in their capacity as
an agent or co-lead arranger.

     SECTION 8.12 RELEASES.

     The Administrative Agent will release any Guarantor and any Lien on any
Collateral, which is sold as permitted by the Credit Agreement or as otherwise
permitted by the Lenders or Required Lenders, as applicable.

                                   ARTICLE IX

                                  MISCELLANEOUS

     SECTION 9.1 AMENDMENTS, WAIVERS AND RELEASE OF COLLATERAL.

     Neither this Agreement nor any of the other Credit Documents, nor any terms
hereof or thereof may be amended, modified, restated, amended and restated,
extended, replaced,


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increased or supplemented (by amendment, waiver, consent or otherwise) except in
accordance with the provisions of this Section nor may Collateral be released
except as specifically provided herein or in the Security Documents or in
accordance with the provisions of this Section. The Required Lenders may or,
with the written consent of the Required Lenders, the Administrative Agent may,
from time to time, (a) enter into with the Borrower written amendments,
supplements or modifications hereto and to the other Credit Documents for the
purpose of adding any provisions to this Agreement or the other Credit Documents
or changing in any manner the rights of the Lenders or of the Borrower hereunder
or thereunder or (b) waive or consent to the departure from, on such terms and
conditions as the Required Lenders may specify in such instrument, any of the
requirements of this Agreement or the other Credit Documents or any Default or
Event of Default and its consequences; provided, however, that no such
amendment, supplement, modification, release, waiver or consent shall:

               (i) reduce the amount or extend the scheduled date of maturity of
          any Loan or Note or any installment thereon, or reduce the stated rate
          of any interest or fee payable hereunder (except in connection with a
          waiver of interest at the increased post-default rate set forth in
          Section 2.8 which shall be determined by a vote of the Required
          Lenders) or extend the scheduled date of any payment thereof or
          increase the amount or extend the expiration date of any Lender's
          Commitment, in each case without the written consent of each Lender
          directly affected thereby; provided that, it is understood and agreed
          that (A) no waiver, reduction or deferral of a mandatory prepayment
          required pursuant to Section 2.7(b), nor any amendment of Section
          2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity
          Issuance, or Recovery Event, shall constitute a reduction of the
          amount of, or an extension of the scheduled date of, the scheduled
          date of maturity of, or any installment of, any Loan or Note, (B) any
          reduction in the stated rate of interest on Revolving Loans shall only
          require the written consent of each Lender holding a Revolving
          Commitment and (C) any reduction in the stated rate of interest on the
          Term Loan shall only require the written consent of each Lender
          holding a portion of the outstanding Term Loan; or

               (ii) amend, modify or waive any provision of this Section or
          reduce the percentage specified in the definition of Required Lenders,
          without the written consent of all the Lenders; or

               (iii) amend, modify or waive any provision of Article VIII
          without the written consent of the then Administrative Agent; or

               (iv) release the Borrower or all or substantially all of the
          Guarantors from obligations under the Guaranty, without the written
          consent of all of the Lenders and Hedging Agreement Providers; or

               (v) release all or substantially all of the Collateral without
          the written consent of all of the Lenders and Hedging Agreement
          Providers; or


                                      102



               (vi) subordinate the Loans to any other Indebtedness without the
          written consent of all of the Lenders; or

               (vii) permit a Letter of Credit to have an original expiry date
          more than twelve (12) months from the date of issuance without the
          consent of each of the Revolving Lenders; provided, that the expiry
          date of any Letter of Credit may be extended in accordance with the
          terms of Section 2.3(a); or

               (viii) permit the Borrower to assign or transfer any of its
          rights or obligations under this Agreement or other Credit Documents
          without the written consent of all of the Lenders; or

               (ix) amend, modify or waive any provision of the Credit Documents
          requiring consent, approval or request of the Required Lenders or all
          Lenders without the written consent of the Required Lenders or all the
          Lenders as appropriate; or

               (x) without the consent of Revolving Lenders holding in the
          aggregate more than 50% of the outstanding Revolving Commitments (or
          if the Revolving Commitments have been terminated, the aggregate
          principal amount of outstanding Revolving Loans), amend, modify or
          waive any provision in Section 4.2 or waive any Default or Event of
          Default (or amend any Credit Document to effectively waive any Default
          or Event of Default) if the effect of such amendment, modification or
          waiver is that the Revolving Lenders shall be required to fund
          Revolving Loans when such Lenders would otherwise not be required to
          do so; or

               (xi) amend, modify or waive the order in which Credit Party
          Obligations are paid or in a manner that would alter the pro rata
          sharing of payments by and among the Lenders in Section 2.11(b)
          without the written consent of each Lender and each Hedging Agreement
          Provider directly affected thereby; or

               (xii) amend the definitions of "Hedging Agreement," "Secured
          Hedging Agreement," or "Hedging Agreement Provider" without the
          consent of any Hedging Agreement Provider that would be adversely
          affected thereby.

provided, further, that no amendment, waiver or consent affecting the rights or
duties of the Administrative Agent, the Issuing Lender or the Swingline Lender
under any Credit Document shall in any event be effective, unless in writing and
signed by the Administrative Agent, the Issuing Lender and/or the Swingline
Lender, as applicable, in addition to the Lenders required hereinabove to take
such action.

     Any such waiver, any such amendment, supplement or modification and any
such release shall apply equally to each of the Lenders and shall be binding
upon the Borrower, the other Credit Parties, the Lenders, the Administrative
Agent and all future holders of the Notes. In the case of any waiver, the
Borrower, the other Credit Parties, the Lenders and the Administrative


                                      103



Agent shall be restored to their former position and rights hereunder and under
the outstanding Loans and Notes and other Credit Documents, and any Default or
Event of Default waived shall be deemed to be cured and not continuing; but no
such waiver shall extend to any subsequent or other Default or Event of Default,
or impair any right consequent thereon.

     Notwithstanding any of the foregoing to the contrary, the consent of the
Borrower and the other Credit Parties shall not be required for any amendment,
modification or waiver of the provisions of Article VIII (other than the
provisions of Section 8.9).

     Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, (a) each Lender is entitled to vote as
such Lender sees fit on any bankruptcy reorganization plan that affects the
Loans, and each Lender acknowledges that the provisions of Section 1126(c) of
the Bankruptcy Code supersedes the unanimous consent provisions set forth herein
and (b) the Required Lenders may consent to allow a Credit Party to use cash
collateral in the context of a bankruptcy or insolvency proceeding.

     SECTION 9.2 NOTICES.

          (a) Except as otherwise provided in Article II, all notices, requests
     and demands to or upon the respective parties hereto to be effective shall
     be in writing (including by telecopy or other electronic communications as
     provided below), and, unless otherwise expressly provided herein, shall be
     deemed to have been duly given or made (i) when delivered by hand, (ii)
     when transmitted via telecopy (or other facsimile device) to the number set
     out herein, (iii) the Business Day following the day on which the same has
     been delivered prepaid (or pursuant to an invoice arrangement) to a
     reputable national overnight air courier service, or (iv) the third
     Business Day following the day on which the same is sent by certified or
     registered mail, postage prepaid, in each case, addressed as follows in the
     case of the Borrower, the other Credit Parties and the Administrative
     Agent, and, in the case of each of the Lenders, as set forth in such
     Lender's Administrative Details Form, or to such other address as may be
     hereafter notified by the respective parties hereto and any future holders
     of the Notes:

          The Borrower
          and the other
          Credit Parties:    Armor Holdings, Inc.
                             13386 International Parkway
                             Jacksonville, Florida 32218
                             Attention: Robert R. Schiller
                             Telecopier: (904) 741-6597
                             Telephone: (904) 741-6597

                             with a copy to:

                             Kane Kessler, P.C.
                             1350 Avenue of the Americas, 26th Floor
                             New York City, New York 10019


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                             Attention: Robert L. Lawrence
                             Telecopier: (212) 245-3009
                             Telephone: (212) 519-9103

          The Administrative
                      Agent: Wachovia Bank, National Association,
                             as Administrative Agent
                             Charlotte Plaza
                             201 South College Street, CP8
                             Charlotte, North Carolina  28288-0680
                             Attention: Syndication Agency Services
                             Telecopier: (704) 388-2833
                             Telephone: (704) 715-2210

                             with a copy to:

                             Wachovia Bank, National Association
                             One South Broad
                             Mailcode PA4843
                             Philadelphia, Pennsylvania 19107
                             Attention: William F. Fox
                             Telecopier: (267) 321-6700
                             Telephone: (267) 321-6612

     provided, that notices given by the Borrower pursuant to Section 2.1 or
     Section 2.9 hereof shall be effective only upon receipt thereof by the
     Administrative Agent.

          (b) Notices and other communications to the Lenders or the
     Administrative Agent hereunder may be delivered or furnished by electronic
     communication (including e-mail and Internet or intranet websites) pursuant
     to procedures approved by the Administrative Agent; provided that the
     foregoing shall not apply to notices to any Lender pursuant to Article II
     if such Lender, as applicable, has notified the Administrative Agent that
     it is incapable of receiving notices under such Section by electronic
     communication. The Administrative Agent or the Borrower 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 Administrative Agent otherwise prescribes, (a) 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
     (b) notices or communications posted to an Internet or intranet website
     shall be deemed


                                      105



     received upon the deemed receipt by the intended recipient at its e-mail
     address as described in the foregoing clause (a) of notification that such
     notice or communication is available and identifying the website address
     therefor.

     SECTION 9.3 NO WAIVER; CUMULATIVE REMEDIES.

     No failure to exercise and no delay in exercising, on the part of the
Administrative 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. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

     SECTION 9.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

     All representations and warranties made hereunder and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the Notes and the
making of the Loans; provided that all such representations and warranties shall
terminate on the date upon which the Commitments have been terminated and all
amounts owing hereunder and under any Notes have been paid in full.

     SECTION 9.5 PAYMENT OF EXPENSES AND TAXES.

     The Credit Parties agree (a) to pay or reimburse the Administrative Agent
and the Arranger for all their reasonable out-of-pocket costs and expenses
incurred in connection with the development, preparation, negotiation, printing
and execution of, and any amendment, supplement or modification to, this
Agreement and the other Credit Documents and any other documents prepared in
connection herewith or therewith (including, without limitation, all CUSIP fees
for registration with S&P's CUSIP Service Bureau, and the consummation and
administration of the transactions contemplated hereby and thereby, together
with the reasonable fees and disbursements of counsel to the Administrative
Agent and the Arranger, (b) to pay or reimburse each Lender and the
Administrative Agent for all its costs and expenses incurred in connection with
the enforcement or preservation of any rights under this Agreement and the other
Credit Documents, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent and to the Lenders
(including reasonable allocated costs of in-house legal counsel), (c) on demand,
to pay, indemnify, and hold each Lender, the Administrative Agent, the Arranger
and the Other Agents harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other similar taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, the Credit Documents and any such other documents, (d) to pay,
indemnify, and hold each Lender, the Administrative Agent, the Arranger, the
Other Agents and their Affiliates and their respective officers, directors,
employees, partners, members, counsel, agents, representatives, advisors and
affiliates (collectively called the "Indemnitees") harmless from and against,
any and all other liabilities, obligations, losses, damages, penalties,


                                      106



actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of the Credit Documents and any such other
documents and the use, or proposed use, of proceeds of the Loans and (e) to pay
any civil penalty or fine assessed by the U.S. Department of the Treasury's
Office of Foreign Assets Control against, and all reasonable costs and expenses
(including counsel fees and disbursements) incurred in connection with defense
thereof by the Administrative Agent or any Lender as a result of the funding of
Loans, the issuance of Letters of Credit, the acceptance of payments or of
Collateral due under the Credit Documents (all of the foregoing, collectively,
the "Indemnified Liabilities"); provided, however, that the Borrower shall not
have any obligation hereunder to an Indemnitee with respect to Indemnified
Liabilities arising from the gross negligence or willful misconduct of such
Indemnitee, as determined by a court of competent jurisdiction pursuant to a
final non-appealable judgment. The agreements in this Section shall survive
repayment of the Loans, Notes and all other amounts hereunder.

     SECTION 9.6 SUCCESSORS AND ASSIGNS; PARTICIPATIONS; PURCHASING LENDERS.

          (a) This Agreement shall be binding upon and inure to the benefit of
     the Credit Parties, the Lenders, the Administrative Agent, all future
     holders of the Notes and their respective successors and assigns, except
     that the Credit Parties may not assign or transfer any of their rights or
     obligations under this Agreement or the other Credit Documents without the
     prior written consent of each Lender.

          (b) Any Lender may, in the ordinary course of its business and in
     accordance with applicable law, at any time sell to one or more banks or
     other entities ("Participants") participating interests in any Loan owing
     to such Lender, any Note held by such Lender, any Commitment of such
     Lender, or any other interest of such Lender hereunder. In the event of any
     such sale by a Lender of participating interests to a Participant, such
     Lender's obligations under this Agreement to the other parties to this
     Agreement shall remain unchanged, such Lender shall remain solely
     responsible for the performance thereof, such Lender shall remain the
     holder of any such Note for all purposes under this Agreement, and the
     Borrower and the Administrative Agent shall continue to deal solely and
     directly with such Lender in connection with such Lender's rights and
     obligations under this Agreement. No Lender shall transfer or grant any
     participation under which the Participant shall have rights to approve any
     amendment to or waiver of this Agreement or any other Credit Document
     except to the extent such amendment or waiver would (i) extend the
     scheduled maturity of any Loan or Note or any installment thereon in which
     such Participant is participating, or reduce the stated rate or extend the
     time of payment of interest or fees thereon (except in connection with a
     waiver of interest at the increased post-default rate set forth in Section
     2.9 which shall be determined by a vote of the Required Lenders) or reduce
     the principal amount thereof, or increase the amount of the Participant's
     participation over the amount thereof then in effect; provided that, it is
     understood and agreed that (A) no waiver, reduction or deferral of a
     mandatory prepayment required pursuant to Section 2.7(b), nor any amendment
     of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance,
     Equity Issuance, or Recovery Event, shall constitute a reduction of the
     amount of, or an extension of the scheduled date of, the scheduled date of
     maturity of, or any installment of, any Loan or


                                      107



     Note, (B) a waiver of any Default or Event of Default shall not constitute
     a change in the terms of such participation, and (C) an increase in any
     Commitment or Loan shall be permitted without consent of any participant if
     the Participant's participation is not increased as a result thereof, (ii)
     release all or substantially all of the Guarantors from their obligations
     under the Guaranty, (iii) release all or substantially all of the
     Collateral, or (iv) consent to the assignment or transfer by the Borrower
     of any of its rights and obligations under this Agreement. In the case of
     any such participation, the Participant shall not have any rights under
     this Agreement or any of the other Credit Documents (the Participant's
     rights against such Lender in respect of such participation to be those set
     forth in the agreement executed by such Lender in favor of the Participant
     relating thereto) and all amounts payable by the Borrower hereunder shall
     be determined as if such Lender had not sold such participation; provided
     that each Participant shall be entitled to the benefits of Sections 2.14,
     2.15, 2.16, 2.17 and 9.5 with respect to its participation in the
     Commitments and the Loans outstanding from time to time; provided further,
     that no Participant shall be entitled to receive any greater amount
     pursuant to such Sections than the transferor Lender would have been
     entitled to receive in respect of the amount of the participation
     transferred by such transferor Lender to such Participant had no such
     transfer occurred.

          (c) Any Lender may, in accordance with applicable law, at any time,
     sell or assign to any Lender or any Affiliate or Approved Fund thereof and
     to one or more additional banks, insurance companies, financial
     institutions, investment funds or other entities ("Purchasing Lenders"),
     all or any part of its rights and obligations under this Agreement and the
     Notes in minimum amounts of (i) $1,000,000 (or such lesser amount approved
     by the Administrative Agent) with respect to its Revolving Commitment and
     its Revolving Loans (or, if less, the entire amount of such Lender's
     Revolving Commitment and Revolving Loans) and (ii) $1,000,000 (or such
     lesser amount approved by the Administrative Agent) with respect to its
     Term Loans (or, if less, the entire amount of such Lender's Term Loans),
     pursuant to an Assignment Agreement, executed by such Purchasing Lender,
     such transferor Lender, the Administrative Agent (such consent not to be
     unreasonably withheld or delayed), the Issuing Lender (such consent not to
     be unreasonably withheld or delayed), and the Borrower (to the extent
     required), and delivered to the Administrative Agent for its acceptance and
     recording in the Register; provided, however, that (A) any sale or
     assignment to an existing Lender, or Affiliate or Approved Fund thereof,
     shall not require the consent of the Borrower nor shall any such sale or
     assignment be subject to the minimum assignment amounts specified herein,
     (B) so long as no Default or Event of Default shall have occurred and be
     continuing, any sale or assignment of a portion of the Revolving Loans and
     a Revolving Loan Commitment shall require the consent of the Borrower (such
     consent not to be unreasonably withheld or delayed) and (C) any sale or
     assignment of a portion of the Term Loan and a Term Loan Commitment shall
     not require the consent of the Borrower. Upon such execution, delivery,
     acceptance and recording, from and after the Transfer Effective Date
     specified in such Assignment Agreement, (1) the Purchasing Lender
     thereunder shall be a party hereto and, to the extent provided in such
     Assignment Agreement, have the rights and obligations of a Lender hereunder
     with a Commitment as set forth therein, and (2) the transferor Lender
     thereunder shall, to the extent provided in


                                      108



     such Assignment Agreement, be released from its obligations under this
     Agreement (and, in the case of an Assignment Agreement covering all or the
     remaining portion of a transferor Lender's rights and obligations under
     this Agreement, such transferor Lender shall cease to be a party hereto;
     provided, however, that such Lender shall continue to be entitled to any
     indemnification rights that expressly survive hereunder). Such Assignment
     Agreement shall be deemed to amend this Agreement to the extent, and only
     to the extent, necessary to reflect the addition of such Purchasing Lender
     and the resulting adjustment of Commitment Percentages arising from the
     purchase by such Purchasing Lender of all or a portion of the rights and
     obligations of such transferor Lender under this Agreement and the Notes.
     On or prior to the Transfer Effective Date specified in such Assignment
     Agreement, the Borrower, at its own expense, shall execute and deliver to
     the Administrative Agent in exchange for the Notes delivered to the
     Administrative Agent pursuant to such Assignment Agreement new Notes to the
     order of such Purchasing Lender in an amount equal to the Commitment
     assumed by it pursuant to such Assignment Agreement and, unless the
     transferor Lender has not retained a Commitment hereunder, new Notes to the
     order of the transferor Lender in an amount equal to the Commitment
     retained by it hereunder. Such new Notes shall be dated the Closing Date
     and shall otherwise be in the form of the Notes replaced thereby.
     Notwithstanding anything to the contrary contained in this Section, a
     Lender may assign any or all of its rights under this Agreement to an
     Affiliate or a Approved Fund of such Lender without delivering an
     Assignment Agreement to the Administrative Agent; provided, however, that
     (x) the Credit Parties and the Administrative Agent may continue to deal
     solely and directly with such assigning Lender until an Assignment
     Agreement has been delivered to the Administrative Agent for recordation on
     the Register, (y) the failure of such assigning lender to deliver a
     Assignment Agreement to the Administrative Agent shall not affect the
     legality, validity or binding effect of such assignment and (z) an
     Assignment Agreement between the assigning Lender an Affiliate or Approved
     Fund of such Lender shall be effective as of the date specified in such
     Assignment Agreement.

          (d) The Administrative Agent shall maintain at its address referred to
     in Section 9.2 a copy of each Assignment Agreement delivered to it and a
     register (the "Register") for the recordation of the names and addresses of
     the Lenders and the Commitment of, and principal amount of the Loans owing
     to, each Lender from time to time. A Loan (and the related Note) recorded
     on the Register may be assigned or sold in whole or in part upon
     registration of such assignment or sale on the Register. The entries in the
     Register shall be conclusive, in the absence of manifest error, and the
     Borrower, the Administrative Agent and the Lenders may treat each Person
     whose name is recorded in the Register as the owner of the Loan recorded
     therein for all purposes of this Agreement. The Register shall be available
     for inspection by the Borrower or any Lender at any reasonable time and
     from time to time upon reasonable prior notice. In the case of an
     assignment pursuant to the last sentence of Section 9.6(c) as to which an
     Assignment Agreement is not delivered to the Administrative Agent, the
     assigning Lender shall, acting solely for this purpose as a non-fiduciary
     agent of the Credit Parties, maintain a comparable register on behalf of
     the Credit Parties. In the event that any Lender sells participations in a
     Loan recorded on the Register, such Lender shall maintain a register


                                      109



     on which it enters the name of all participants in such Loans held by it
     (the "Participant Register"). A Loan recorded on the Register (and the
     registered Note, if any, evidencing the same) may be participated in whole
     or in part only by registration of such participation on the Participant
     Register (and each registered Note shall expressly so provide). Any
     participation of such Loan recorded on the Register (and the registered
     Note, if any, evidencing the same) may be effected only by the registration
     of such participation on the Participant Register.

          (e) Upon its receipt of a duly executed Assignment Agreement, together
     with payment to the Administrative Agent by the transferor Lender or the
     Purchasing Lender, as agreed between them, of a registration and processing
     fee of $3,500 for each Purchasing Lender (other than a Purchasing Lender
     that is an Affiliate or Approved Fund of the transferor Lender) listed in
     such Assignment Agreement and the Notes subject to such Assignment
     Agreement, the Administrative Agent shall (i) accept such Assignment
     Agreement, (ii) record the information contained therein in the Register
     and (iii) give prompt notice of such acceptance and recordation to the
     Lenders and the Borrower.

          (f) The Borrower authorizes each Lender to disclose to any Participant
     or Purchasing Lender (each, a "Transferee") and any prospective Transferee
     any and all financial information in such Lender's possession concerning
     the Borrower and its Subsidiaries which has been delivered to such Lender
     by or on behalf of the Borrower pursuant to this Agreement or which has
     been delivered to such Lender by or on behalf of the Borrower in connection
     with such Lender's credit evaluation of the Borrower and its Affiliates
     prior to becoming a party to this Agreement, in each case subject to
     Section 9.15.

          (g) At the time of each assignment pursuant to this Section to a
     Person which is not already a Lender hereunder and which is not a United
     States person (as such term is defined in Section 7701(a)(30) of the Code)
     for Federal income tax purposes, the respective assignee Lender shall
     provide to the Borrower and the Administrative Agent the appropriate
     Internal Revenue Service Forms described in Section 2.17.

          (h) Nothing herein shall prohibit any Lender from pledging or
     assigning any of its rights under this Agreement (including, without
     limitation, any right to payment of principal and interest under any Note)
     to secure obligations of such Lender, including without limitation, (i) any
     pledge or assignment to secure obligations to a Federal Reserve Bank and
     (ii) in the case of any Lender that is a fund or trust or entity that
     invests in commercial bank loans in the ordinary course of business, any
     pledge or assignment to any holders of obligations owed, or securities
     issued, by such Lender including to any trustee for, or any other
     representative of, such holders; it being understood that the requirements
     for assignments set forth in this Section shall not apply to any such
     pledge or assignment of a security interest, except with respect to any
     foreclosure or similar action taken by such pledgee or assignee with
     respect to such pledge or assignment; provided that no such pledge or
     assignment of a security interest shall release a Lender from any of its
     obligations hereunder or substitute any such pledgee or assignee for such
     Lender as a party hereto and no such pledgee or assignee


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     shall have any voting rights under this Agreement unless and until the
     requirements for assignments set forth in this Section are complied with in
     connection with any foreclosure or similar action taken by such pledgee or
     assignee.

     SECTION 9.7 ADJUSTMENTS; SET-OFF.

          (a) Each Lender agrees that if any Lender (a "Benefited Lender") shall
     at any time receive any payment of all or part of its Loans, or interest
     thereon, or receive any collateral in respect thereof (whether voluntarily
     or involuntarily, by set-off, pursuant to a Bankruptcy Event or otherwise)
     in a greater proportion than any such payment to or collateral received by
     any other Lender, if any, in respect of such other Lender's Loans, or
     interest thereon, such Benefited Lender shall purchase for cash from the
     other Lenders a participating interest in such portion of each such other
     Lender's Loan, or shall provide such other Lenders with the benefits of any
     such collateral, or the proceeds thereof, as shall be necessary to cause
     such Benefited Lender to share the excess payment or benefits of such
     collateral or proceeds ratably with each of the Lenders; provided, however,
     that if all or any portion of such excess payment or benefits is thereafter
     recovered from such Benefited Lender, such purchase shall be rescinded, and
     the purchase price and benefits returned, to the extent of such recovery,
     but without interest. The Borrower agrees that each Lender so purchasing a
     portion of another Lender's Loans may exercise all rights of payment
     (including, without limitation, rights of set-off) with respect to such
     portion as fully as if such Lender were the direct holder of such portion.

          (b) In addition to any rights and remedies of the Lenders provided by
     law (including, without limitation, other rights of set-off), each Lender
     shall have the right, without prior notice to the Borrower or the
     applicable Credit Party, any such notice being expressly waived by the
     Credit Parties to the extent permitted by applicable law, upon the
     occurrence of any Event of Default, to setoff and appropriate and apply any
     and all deposits (general or special, time or demand, provisional or
     final), in any currency, and any other credits, indebtedness or claims, in
     any currency, in each case whether direct or indirect, absolute or
     contingent, matured or unmatured, at any time held by or owing to such
     Lender or any branch or agency thereof to or for the credit or the account
     of the Borrower or any other Credit Party, or any part thereof in such
     amounts as such Lender may elect, against and on account of the Loans and
     other Credit Party Obligations of the Borrower and the other Credit Parties
     to the Administrative Agent and the Lenders and claims of every nature and
     description of the Administrative Agent and the Lenders against the
     Borrower and the other Credit Parties, in any currency, whether arising
     hereunder, under any other Credit Document or any Secured Hedging Agreement
     pursuant to the terms of this Agreement, as such Lender may elect, whether
     or not the Administrative Agent or the Lenders have made any demand for
     payment and although such obligations, liabilities and claims may be
     contingent or unmatured. The aforesaid right of set-off may be exercised by
     such Lender against the Borrower, any other Credit Party or against any
     trustee in bankruptcy, debtor in possession, assignee for the benefit of
     creditors, receiver or execution, judgment or attachment creditor of the
     Borrower or any other Credit Party, or against anyone else claiming through
     or against the Borrower, any other Credit Party or any such trustee in
     bankruptcy, debtor in possession, assignee


                                      111



     for the benefit of creditors, receiver, or execution, judgment or
     attachment creditor, notwithstanding the fact that such right of set-off
     shall not have been exercised by such Lender prior to the occurrence of any
     Event of Default. Each Lender agrees promptly to notify the Borrower and
     the Administrative 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.

     SECTION 9.8 TABLE OF CONTENTS AND SECTION HEADINGS.

     The table of contents and the Section and subsection headings herein are
intended for convenience only and shall be ignored in construing this Agreement.

     SECTION 9.9 COUNTERPARTS.

     This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. A set
of the copies of this Agreement signed by all the parties shall be lodged with
the Borrower and the Administrative Agent.

     SECTION 9.10 EFFECTIVENESS.

     This Agreement shall become effective on the date on which all of the
parties have signed a copy hereof (whether the same or different copies) and
shall have delivered the same to the Administrative Agent pursuant to Section
9.2 or, in the case of the Lenders, shall have given to the Administrative Agent
written, telecopied or telex notice (actually received) at such office that the
same has been signed and mailed to it.

     SECTION 9.11 SEVERABILITY.

     Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     SECTION 9.12 INTEGRATION.

     This Agreement and the other Credit Documents represent the agreement of
the Borrower, the other Credit Parties, the Administrative Agent and the Lenders
with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent, the
Borrower, the other Credit Parties, or any Lender relative to the subject matter
hereof not expressly set forth or referred to herein or therein.


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     SECTION 9.13 GOVERNING LAW.

     This Agreement and, unless otherwise specified therein, each other Credit
Document and the rights and obligations of the parties under this Agreement and
such other Credit Document shall be governed by, and construed and interpreted
in accordance with, the law of the State of New York (including Sections 5-1401
and 5-1402 of The New York General Obligations Law).

     SECTION 9.14 CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

     All judicial proceedings brought against any party hereto with respect to
this Agreement, any Note or any of the other Credit Documents may be brought in
any state or federal court of competent jurisdiction in the State of New York,
and, by execution and delivery of this Agreement, each party hereto accepts, for
itself and in connection with its properties, generally and unconditionally, the
non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be
bound by any final judgment rendered thereby in connection with this Agreement
from which no appeal has been taken or is available. Each party hereto agrees
that all service of process in any such proceedings in any such court may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to it at its address set
forth in Section 9.2 or at such other address of which the Administrative Agent
shall have been notified pursuant thereto, such service being hereby
acknowledged by each party hereto to be effective and binding service in every
respect. The Borrower, the other Credit Parties, the Administrative Agent and
the Lenders irrevocably waive any objection, including, without limitation, 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 such action or
proceeding in any such jurisdiction. Nothing herein shall affect the right to
serve process in any other manner permitted by law or shall limit the right of
any Lender to bring proceedings against the Borrower or the other Credit Parties
in the court of any other jurisdiction.

     SECTION 9.15 CONFIDENTIALITY.

     The Administrative Agent and each of the Lenders agrees that it will use
its best efforts not to disclose without the prior consent of the Borrower any
information (the "Information") with respect to the Credit Parties and their
Subsidiaries which is furnished pursuant to this Agreement, any other Credit
Document or any documents contemplated by or referred to herein or therein and
which is designated by the Borrower to the Lenders in writing as confidential or
as to which it is otherwise reasonably clear such information is not public,
except that any Lender may disclose any such Information (a) to its employees,
affiliates, auditors or counsel or to another Lender, (b) as has become
generally available to the public other than by a breach of this Section, (c) as
may be required or appropriate in any report, statement or testimony submitted
to any municipal, state or federal regulatory body having or claiming to have
jurisdiction over such Lender or to the Federal Reserve Board or the Federal
Deposit Insurance Corporation or the Office of the Comptroller of the Currency
or the National Association of Insurance Commissioners or similar organizations
(whether in the United States or elsewhere) or their successors, (d) as may be
required or appropriate in response to any summons or subpoena or any law,
order, regulation or ruling applicable to such Lender, (e) to (i) any
prospective Participant or assignee in connection with any contemplated transfer
pursuant to Section 9.6 or


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(ii) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower, provided that such prospective
transferee shall have been made aware of this Section and shall have agreed to
be bound by its provisions as if it were a party to this Agreement, (f) to Gold
Sheets and other similar bank trade publications; such information to consist of
deal terms and other information regarding the credit facilities evidenced by
this Agreement customarily found in such publications, (g) in connection with
any suit, action or proceeding for the purpose of defending itself, reducing its
liability, or protecting or exercising any of its claims, rights, remedies or
interests under or in connection with the Credit Documents or any Secured
Hedging Agreement, (h) to any direct or indirect contractual counterparty in
swap agreements or such contractual counterparty's professional advisor (so long
as such contractual counterparty or professional advisor to such contractual
counterparty agrees to be bound by the provisions of this Section), (i) any
nationally recognized rating agency that requires access to information about a
Lender's investment portfolio in connection with ratings issued with respect to
such Lender, (j) to a Person that is an investor or prospective investor in a
Securitization (as defined below) that agrees that its access to information
regarding the Borrower and the Loans is solely for purposes of evaluating an
investment in such Securitization; provided that such Person shall have been
made aware of this Section and shall have agreed to be bound by its provisions
as if it were a party to this Agreement, or (k) to a Person that is a trustee,
collateral manager, servicer, noteholder or secured party in a Securitization in
connection with the administration, servicing and reporting on the assets
serving as collateral for such Securitization; provided that such Person shall
have been made aware of this Section and shall have agreed to be bound by its
provisions as if it were a party to this Agreement provided that, with respect
to Information disclosed pursuant to clauses (c), (d) or (g), the Borrower shall
have been given as much notice as reasonably possible and shall have the right
to pursue a protective order from a court of competent jurisdiction to prevent
such disclosure. For purposes of this Section "Securitization" shall mean a
public or private offering by a Lender or any of its affiliates or their
respective successors and assigns, of securities which represent an interest in,
or which are collateralized in whole or in part by, the Loans.

     SECTION 9.16 ACKNOWLEDGMENTS.

     The Borrower and the other Credit Parties each hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and
     delivery of each Credit Document;

          (b) neither the Administrative Agent nor any Lender has any fiduciary
     relationship with or duty to the Borrower or any other Credit Party arising
     out of or in connection with this Agreement and the relationship between
     the Administrative Agent and the Lenders, on one hand, and the Borrower and
     the other Credit Parties, on the other hand, in connection herewith is
     solely that of debtor and creditor; and

          (c) no joint venture exists among the Lenders or among the Borrower or
     the other Credit Parties and the Lenders.


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     SECTION 9.17 WAIVERS OF JURY TRIAL; WAIVER OF CONSEQUENTIAL DAMAGES.

     THE BORROWER, THE OTHER CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. Each of
the Borrower, the other Credit Parties, the Administrative Agent and the Lenders
agree not to assert any claim against any other party to this Agreement or any
their respective directors, officers, employees, attorneys, Affiliates or
agents, on any theory of liability, for special, indirect, consequential or
punitive damages arising out of or otherwise relating to any of the transactions
contemplated herein.

     SECTION 9.18 PATRIOT ACT NOTICE.

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

     SECTION 9.19 RESOLUTION OF DRAFTING AMBIGUITIES.

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

                                    ARTICLE X

                                    GUARANTY

     SECTION 10.1 THE GUARANTY.

     In order to induce the Lenders to enter into this Agreement and any Hedging
Agreement Provider to enter into any Secured Hedging Agreement and to extend
credit hereunder and thereunder and in recognition of the direct benefits to be
received by the Guarantors from the Extensions of Credit hereunder and any
Secured Hedging Agreement, each of the Guarantors hereby agrees with the
Administrative Agent, the Lenders and the Hedging Agreement Providers as
follows: the Guarantor hereby unconditionally and irrevocably jointly and
severally guarantees as primary obligor and not merely as surety the full and
prompt payment when due, whether upon maturity, by acceleration or otherwise, of
any and all Credit Party Obligations. If


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any or all of the indebtedness becomes due and payable hereunder or under any
Secured Hedging Agreement, each Guarantor unconditionally promises to pay such
indebtedness to the Administrative Agent, the Lenders, the Hedging Agreement
Providers, or their respective order, or demand, together with any and all
reasonable expenses which may be incurred by the Administrative Agent or the
Lenders in collecting any of the Credit Party Obligations. The Guaranty set
forth in this Article X is a guaranty of timely payment and not of collection.
The word "indebtedness" is used in this Article X in its most comprehensive
sense and includes any and all advances, debts, obligations and liabilities of
the Borrower, including specifically all Credit Party Obligations, arising in
connection with this Credit Agreement, the other Credit Documents or any Secured
Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or
created, whether voluntarily or involuntarily, absolute or contingent,
liquidated or unliquidated, determined or undetermined, whether or not such
indebtedness is from time to time reduced, or extinguished and thereafter
increased or incurred, whether the Borrower may be liable individually or
jointly with others, whether or not recovery upon such indebtedness may be or
hereafter become barred by any statute of limitations, and whether or not such
indebtedness may be or hereafter become otherwise unenforceable.

     Notwithstanding any provision to the contrary contained herein or in any
other of the Credit Documents, to the extent the obligations of a Guarantor
shall be adjudicated to be invalid or unenforceable for any reason (including,
without limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers) then the obligations of each such Guarantor
hereunder shall be limited to the maximum amount that is permissible under
applicable law (whether federal or state and including, without limitation, the
Bankruptcy Code).

     SECTION 10.2 BANKRUPTCY.

     Additionally, each of the Guarantors unconditionally and irrevocably
guarantees jointly and severally the payment of any and all Credit Party
Obligations of the Borrower to the Lenders and any Hedging Agreement Provider
whether or not due or payable by the Borrower upon the occurrence of any of the
events specified in Section 7.1(f), and unconditionally promises to pay such
Credit Party Obligations to the Administrative Agent for the account of the
Lenders and to any such Hedging Agreement Provider, or order, on demand, in
lawful money of the United States. Each of the Guarantors further agrees that to
the extent that the Borrower or a Guarantor shall make a payment or a transfer
of an interest in any property to the Administrative Agent, any Lender or any
Hedging Agreement Provider, which payment or transfer or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, or
otherwise is avoided, and/or required to be repaid to the Borrower or a
Guarantor, the estate of the Borrower or a Guarantor, a trustee, receiver or any
other party under any bankruptcy law, state or federal law, common law or
equitable cause, then to the extent of such avoidance or repayment, the
obligation or part thereof intended to be satisfied shall be revived and
continued in full force and effect as if said payment had not been made.

     SECTION 10.3 NATURE OF LIABILITY.

     The liability of each Guarantor hereunder is exclusive and independent of
any security for or other guaranty of the Credit Party Obligations of the
Borrower whether executed by any


                                      116



such Guarantor, any other guarantor or by any other party, and no Guarantor's
liability hereunder shall be affected or impaired by (a) any direction as to
application of payment by the Borrower or by any other party, or (b) any other
continuing or other guaranty, undertaking or maximum liability of a guarantor or
of any other party as to the Credit Party Obligations of the Borrower, or (c)
any payment on or in reduction of any such other guaranty or undertaking, or (d)
any dissolution, termination or increase, decrease or change in personnel by the
Borrower, or (e) any payment made to the Administrative Agent, the Lenders or
any Hedging Agreement Provider on the Credit Party Obligations which the
Administrative Agent, such Lenders or such Hedging Agreement Provider repay the
Borrower pursuant to court order in any bankruptcy, reorganization, arrangement,
moratorium or other debtor relief proceeding, and each of the Guarantors waives
any right to the deferral or modification of its obligations hereunder by reason
of any such proceeding.

     SECTION 10.4 INDEPENDENT OBLIGATION.

     The obligations of each Guarantor hereunder are independent of the
obligations of any other Guarantor or the Borrower, and a separate action or
actions may be brought and prosecuted against each Guarantor whether or not
action is brought against any other Guarantor or the Borrower and whether or not
any other Guarantor or the Borrower is joined in any such action or actions.

     SECTION 10.5 AUTHORIZATION.

     Each of the Guarantors authorizes the Administrative Agent, each Lender and
each Hedging Agreement Provider without notice or demand (except as shall be
required by applicable statute and cannot be waived), and without affecting or
impairing its liability hereunder, from time to time to (a) renew, compromise,
extend, increase, accelerate or otherwise change the time for payment of, or
otherwise change the terms of the Credit Party Obligations or any part thereof
in accordance with this Agreement and any Secured Hedging Agreement, as
applicable, including any increase or decrease of the rate of interest thereon,
(b) take and hold security from any Guarantor or any other party for the payment
of this Guaranty or the Credit Party Obligations and exchange, enforce waive and
release any such security, (c) apply such security and direct the order or
manner of sale thereof as the Administrative Agent and the Lenders in their
discretion may determine and (d) release or substitute any one or more
endorsers, Guarantors, the Borrower or other obligors.

     SECTION 10.6 RELIANCE.

     It is not necessary for the Administrative Agent, the Lenders or any
Hedging Agreement Provider to inquire into the capacity or powers of the
Borrower or the officers, directors, members, partners or agents acting or
purporting to act on its behalf, and any Credit Party Obligations made or
created in reliance upon the professed exercise of such powers shall be
guaranteed hereunder.


                                      117



     SECTION 10.7 WAIVER.

          (a) Each of the Guarantors waives any right (except as shall be
     required by applicable statute and cannot be waived) to require the
     Administrative Agent, any Lender or any Hedging Agreement Provider to (i)
     proceed against the Borrower, any other guarantor or any other party, (ii)
     proceed against or exhaust any security held from the Borrower, any other
     guarantor or any other party, or (iii) pursue any other remedy in the
     Administrative Agent's, any Lender's or any Hedging Agreement Provider's
     power whatsoever. Each of the Guarantors waives any defense based on or
     arising out of any defense of the Borrower, any other guarantor or any
     other party other than payment in full of the Credit Party Obligations
     (other than contingent indemnity obligations), including without limitation
     any defense based on or arising out of the disability of the Borrower, any
     other guarantor or any other party, or the unenforceability of the Credit
     Party Obligations or any part thereof from any cause, or the cessation from
     any cause of the liability of the Borrower other than payment in full of
     the Credit Party Obligations. The Administrative Agent may, at its
     election, foreclose on any security held by the Administrative Agent by one
     or more judicial or nonjudicial sales (to the extent such sale is permitted
     by applicable law), or exercise any other right or remedy the
     Administrative Agent or any Lender may have against the Borrower or any
     other party, or any security, without affecting or impairing in any way the
     liability of any Guarantor hereunder except to the extent the Credit Party
     Obligations have been paid in full and the Commitments have been
     terminated. Each of the Guarantors waives any defense arising out of any
     such election by the Administrative Agent or any of the Lenders, even
     though such election operates to impair or extinguish any right of
     reimbursement or subrogation or other right or remedy of the Guarantors
     against the Borrower or any other party or any security.

          (b) Each of the Guarantors waives all presentments, demands for
     performance, protests and notices, including without limitation notices of
     nonperformance, notice of protest, notices of dishonor, notices of
     acceptance of this Guaranty, and notices of the existence, creation or
     incurring of new or additional Credit Party Obligations. Each Guarantor
     assumes all responsibility for being and keeping itself informed of the
     Borrower's financial condition and assets, and of all other circumstances
     bearing upon the risk of nonpayment of the Credit Party Obligations and the
     nature, scope and extent of the risks which such Guarantor assumes and
     incurs hereunder, and agrees that neither the Administrative Agent nor any
     Lender shall have any duty to advise such Guarantor of information known to
     it regarding such circumstances or risks.

          (c) Each of the Guarantors hereby agrees it will not exercise any
     rights of subrogation which it may at any time otherwise have as a result
     of this Guaranty (whether contractual, under Section 509 of the U.S.
     Bankruptcy Code, or otherwise) to the claims of the Lenders or any Hedging
     Agreement Provider against the Borrower or any other guarantor of the
     Credit Party Obligations of the Borrower owing to the Lenders or such
     Hedging Agreement Provider (collectively, the "Other Parties") and all
     contractual, statutory or common law rights of reimbursement, contribution
     or indemnity from any Other Party which it may at any time otherwise have
     as a result of this Guaranty until such time as the Credit Party
     Obligations shall have been paid in full and the


                                      118



     Commitments have been terminated. Each of the Guarantors hereby further
     agrees not to exercise any right to enforce any other remedy which the
     Administrative Agent, the Lenders or any Hedging Agreement Provider now
     have or may hereafter have against any Other Party, any endorser or any
     other guarantor of all or any part of the Credit Party Obligations of the
     Borrower and any benefit of, and any right to participate in, any security
     or collateral given to or for the benefit of the Lenders and/or the Hedging
     Agreement Providers to secure payment of the Credit Party Obligations of
     the Borrower until such time as the Credit Party Obligations (other than
     contingent indemnity obligations) shall have been paid in full and the
     Commitments have been terminated.

     SECTION 10.8 LIMITATION ON ENFORCEMENT.

     The Lenders and the Hedging Agreement Providers agree that this Guaranty
may be enforced only by the action of the Administrative Agent acting upon the
instructions of the Required Lenders or such Hedging Agreement Provider (only
with respect to obligations under the applicable Secured Hedging Agreement) and
that no Lender or Hedging Agreement Provider shall have any right individually
to seek to enforce or to enforce this Guaranty, it being understood and agreed
that such rights and remedies may be exercised by the Administrative Agent for
the benefit of the Lenders under the terms of this Agreement and for the benefit
of any Hedging Agreement Provider under any Secured Hedging Agreement. The
Lenders and the Hedging Agreement Providers further agree that this Guaranty may
not be enforced against any director, officer, employee or stockholder of the
Guarantors.

     SECTION 10.9 CONFIRMATION OF PAYMENT.

     The Administrative Agent and the Lenders will, upon request after payment
of the Credit Party Obligations which are the subject of this Guaranty and
termination of the Commitments relating thereto, confirm to the Borrower, the
Guarantors or any other Person that such indebtedness and obligations have been
paid and the Commitments relating thereto terminated, subject to the provisions
of Section 10.2.

                            [Signature Pages Follow]


                                      119



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

BORROWER:                               ARMOR HOLDINGS, INC.


                                        By: /s/ Philip Baratelli
                                            ------------------------------------
                                        Name: Philip Baratelli
                                        Title: Corporate Controller, Treasurer
                                               and Secretary



GUARANTORS:                             911EP, INC.
                                        AHI PROPERTIES I, LLC
                                        ARMOR ACCESSORIES, INC.
                                        ARMOR BRANDS, INC.
                                        ARMORGROUP SERVICES, LLC
                                        ARMOR HOLDINGS GP, LLC
                                        ARMOR HOLDINGS LP, LLC
                                        ARMOR HOLDINGS FORENSICS, L.L.C.
                                        ARMOR HOLDINGS PRODUCTS, L.L.C.
                                        ARMOR HOLDINGS PROPERTIES, INC.
                                        ARMOR HOLDINGS MOBILE
                                           SECURITY, L.L.C.
                                        ARMOR SAFETY PRODUCTS COMPANY
                                        CASCO INTERNATIONAL, INC.
                                        CDR INTERNATIONAL, INC.
                                        DEFENSE TECHNOLOGY CORPORATION
                                           OF AMERICA
                                        IDENTICATOR, LLC
                                        MONADNOCK LIFETIME PRODUCTS, INC.,
                                           a Delaware corporation
                                        MONADNOCK LIFETIME PRODUCTS, INC.,
                                           a New Hampshire corporation
                                        MONADNOCK POLICE TRAINING
                                           COUNCIL, INC.
                                        ODV HOLDINGS CORP.
                                        NEW TECHNOLOGIES ARMOR, INC.
                                        RAMTECH DEVELOPMENT CORP.
                                        SAFARILAND GOVERNMENT SALES, INC.
                                        SAFARI LAND LTD., INC.

                                        Each of the above


                                        By: /s/ Philip Baratelli
                                            ------------------------------------
                                        Name: Philip Baratelli
                                        Title: Vice President



GUARANTORS (CONTINUED):                 O'GARA-HESS & EISENHARDT ARMORING
                                           COMPANY, L.L.C.
                                        PRO-TECH ARMORED PRODUCTS OF
                                           MASSACHUSETTS, INC.
                                        THE CENTIGON COMPANY, LLC
                                        CENTIGON SALES & MARKETING, LLC
                                        CENTIGON USA, LLC
                                        HATCH IMPORTS, INC.
                                        ARMOR HOLDINGS INFORMATION
                                           TECHNOLOGY, L.L.C.
                                        THE SPECIALTY GROUP, INC.
                                        SPECIALTY PLASTIC PRODUCTS OF
                                           DELAWARE, INC.
                                        SPECIALTY DEFENSE SYSTEMS OF
                                           DELAWARE, INC.
                                        MT. COBB SPECIALTY, INC.
                                        PENN FIBRE & SPECIALTY COMPANY OF
                                           DELAWARE, INC.
                                        PFS SALES COMPANY
                                        SPECIALTY DEFENSE SYSTEMS OF
                                           KENTUCKY, INC.
                                        SPECIALTY DEFENSE SYSTEMS OF
                                           NEVADA, INC.
                                        SPECIALTY DEFENSE SYSTEMS OF
                                           PENNSYLVANIA, INC.
                                        SPECIALTY DEFENSE SYSTEMS OF
                                           TENNESSEE, INC.
                                        SPECIALTY MACHINERY, INC.
                                        BIANCHI INTERNATIONAL
                                        ACCUCASE, LLC
                                        ARMOR HOLDINGS GOVERNMENT
                                           RELATIONS, LLC
                                        SECOND CHANCE ARMOR, INC.

                                        Each of the above


                                        By: /s/ Philip Baratelli
                                            ------------------------------------
                                        Name: Philip Baratelli
                                        Title: Vice President



GUARANTORS (CONTINUED):                 OAK BRANCH, LLC


                                        By: /s/ Philip Baratelli
                                            ------------------------------------
                                        Name: Philip Baratelli
                                        Title: President and Treasurer


                                        NAP PROPERTIES, LTD., A CALIFORNIA
                                           LIMITED PARTNERSHIP

                                        By: NAP PROPERTY MANAGERS LLC, its
                                        General Partner

                                        By: ARMOR HOLDINGS PROPERTIES, INC.,
                                        its Managing Member


                                        By: /s/ Philip Baratelli
                                            ------------------------------------
                                        Name: Philip Baratelli
                                        Title: Vice President


                                        NAP PROPERTY MANAGERS LLC

                                        By: ARMOR HOLDINGS PROPERTIES, INC.,
                                        its Managing Member


                                        By: /s/ Philip Baratelli
                                            ------------------------------------
                                        Name: Philip Baratelli
                                        Title: Vice President


                                        ARMOR HOLDINGS PAYROLL SERVICES, LLC


                                        By: /s/ Philip Baratelli
                                            ------------------------------------
                                        Name: Philip Baratelli
                                        Title: Manager


                                        STEWART & STEVENSON TACTICAL
                                           VEHICLE SYSTEMS, LP

                                        By: STEWART & STEVENSON TVS, INC.,
                                        its General Partner


                                        By: /s/ Philip Baratelli
                                            ------------------------------------
                                        Name: Philip Baratelli
                                        Title: Vice President



GUARANTORS (CONTINUED):                 SIMULA, INC.
                                        SIMULA AEROSPACE & DEFENSE
                                           GROUP, INC.
                                        SIMULA POLYMER SYSTEMS, INC.
                                        SIMULA TECHNOLOGIES, INC.
                                        INTERNATIONAL CENTER FOR SAFETY
                                           EDUCATION, INC.
                                        ARMOR HOLDINGS AEROSPACE &
                                           DEFENSE, INC.

                                        Each of the above


                                        By: /s/ Glenn J. Heiar
                                            ------------------------------------
                                        Name: Glenn Heiar
                                        Title: Secretary and Treasurer


                                        ARMOR HOLDINGS AIRCRAFT, LLC


                                        By: /s/ Philip Baratelli
                                            ------------------------------------
                                        Name: Philip Baratelli
                                        Title: President

                                        STEWART & STEVENSON SERVICES, INC.
                                        EXTENDED REACH LOGISTICS, INC.
                                        STEWART & STEVENSON FMTV
                                           INTERNATIONAL, INC.
                                        S&S TRUST
                                        SIERRA DETROIT DIESEL ALLISON, INC.
                                        STEWART & STEVENSON TVS, INC.
                                        STEWART & STEVENSON VEHICLE
                                           SERVICES, INC.
                                        STEWART & STEVENSON HOLDINGS, INC.
                                        TVS HOLDINGS, INC.
                                        TVS HOLDINGS, LLC

                                        Each of the above


                                        By: /s/ Philip Baratelli
                                            ------------------------------------
                                        Name: Philip Baratelli
                                        Title: Vice President



ADMINISTRATIVE AGENT
AND LENDERS:                            WACHOVIA BANK, NATIONAL
                                        ASSOCIATION,
                                        as Administrative Agent and as a Lender


                                        By: /s/ James Zilisch
                                            ------------------------------------
                                        Name: James Zilisch
                                        Title: Managing Director



                                        Bank of America, N.A.
                                        as a Lender


                                        By: /s/ Michael W. Mason
                                            ------------------------------------
                                        Name: Michael W. Mason
                                        Title: Vice President



                                        JPMorgan Chase Bank, N.A.
                                        as a Lender


                                        By: /s/ Robert P. Carswell
                                            ------------------------------------
                                        Name: Robert P. Carswell
                                        Title: Vice President



                                        KeyBank, NA
                                        as a Lender


                                        By: /s/ Louis A. Fender
                                            ------------------------------------
                                        Name: Louis A. Fender
                                        Title: Senior Vice President



                                        SunTrust Bank
                                        as a Lender


                                        By: /s/ Stacy M. Lewis
                                            ------------------------------------
                                        Name: Stacy M. Lewis
                                        Title: Vice President



                                        CALYON NEW YORK BRANCH
                                        as a Lender


                                        By: /s/ James Gibson
                                            ------------------------------------
                                        Name: James Gibson
                                        Title: Managing Director


                                        By: /s/ Philip Schubert
                                            ------------------------------------
                                        Name: Philip Schubert
                                        Title: Director



                                        HARRIS N.A.
                                        as a Lender


                                        By: /s/ Patrick McDonnell
                                            ------------------------------------
                                        Name: Patrick McDonnell
                                        Title: Managing Director



                                        LASALLE BANK, NATIONAL ASSOCIATION
                                        as a Lender


                                        By: /s/ Mark J. Nyland
                                            ------------------------------------
                                        Name: Mark J Nyland
                                        Title: Vice President



                                        MIZUHO CORPORATE BANK, LTD.
                                        as a Lender


                                        By: /s/ Bertram Tang
                                            ------------------------------------
                                        Name: Bertram Tang
                                        Title: Senior Vice President and
                                               Team Leader



                                        NATIONAL CITY BANK
                                        as a Lender


                                        By: /s/ Tony J. Daber
                                            ------------------------------------
                                        Name: Tony J. Daber
                                        Title: Vice President



                                        Wells Fargo Bank, N.A.
                                        as a Lender


                                        By: /s/ David S. Matter
                                            ------------------------------------
                                        Name: David S. Matter
                                        Title: Regional Vice President



                                        General Electric Capital Corporation
                                        as a Lender


                                        By: /s/ Brian P. Schwinn
                                            ------------------------------------
                                        Name: Brian P. Schwinn
                                        Title: Duly Authorized Signatory



                                        BAYERISCHE LANDESBANK, acting through
                                        its New York Branch, as a Lender


                                        By: /s/ Stuart Schulman
                                            ------------------------------------
                                        Name: Stuart Schulman
                                        Title: Senior Vice President


                                        By: /s/ Norman McClave
                                            ------------------------------------
                                        Name: Norman McClave
                                        Title: First Vice President



                                        Citibank NA
                                        as a Lender


                                        By: /s/ James M. Buchanan
                                            ------------------------------------
                                        Name: James M. Buchanan
                                        Title: Vice President



                                        Union Bank of California, N.A.
                                        as a Lender


                                        By: /s/ Michael Tschida
                                            ------------------------------------
                                        Name: Michael Tschida
                                        Title: Vice President



                                        US Bank N.A.
                                        as a Lender


                                        By: /s/ Patrick McGraw
                                            ------------------------------------
                                        Name: Patrick McGraw
                                        Title: Vice President



                                        NORTHFORK BUSINESS CAPITAL CORPORATION
                                        as a Lender


                                        By: /s/ Steve Goetschius
                                            ------------------------------------
                                        Name: Steve Goetschius
                                        Title: Senior VP



                                        Credit Industriel et Commercial
                                        as a Lender


                                        By: /s/ Brian O'Leary   /s/ Anthony Rock
                                            -----------------   ----------------
                                        Name: Brian O'Leary     Anthony Rock
                                        Title: Vice President   Vice President



                                        Branch Banking and Trust Company
                                        as a Lender


                                        By: /s/ C. William Buchholz
                                            ------------------------------------
                                        Name: C. William Buchholz, SVP
                                        Title: Regional Corporate Banker



                                        THE BANK OF NEW YORK
                                        as a Lender


                                        By: /s/ J. David Parker, Jr
                                            ------------------------------------
                                        Name: J. David Parker, Jr.
                                        Title: Vice President



                                        BANK OF TOKYO-MITSUBISHI UFJ
                                        TRUST COMPANY
                                        as a Lender


                                        By: /s/ Anna Giller
                                            ------------------------------------
                                        Name: Anna Giller
                                        Title: Vice President



                                        CAROLINA FIRST BANK,
                                        as a Lender


                                        By: /s/ Kevin M. Short
                                            ------------------------------------
                                        Name: Kevin M. Short
                                        Title: Senior Vice President



                                        First Tennessee Bank,
                                        National Association
                                        as a Lender


                                        By: /s/ John C. Fox
                                            ------------------------------------
                                        Name: John C. Fox
                                        Title: Executive Vice President



                                        Regions Bank
                                        as a Lender


                                        By: /s/ Michael Nursey
                                            ------------------------------------
                                        Name: Michael Nursey
                                        Title: Group Senior Vice President



                                        United Overseas Bank Limited,
                                        New York Agency
                                        as a Lender


                                        By: /s/ Wong, Kwong Yew
                                            ------------------------------------
                                        Name: Wong, Kwong Yew
                                        Title: FVP & General Manager


                                        By: /s/ Mario Sheng
                                            ------------------------------------
                                        Name: Mario Sheng
                                        Title: AVP



                                        Comerica Bank
                                        as a Lender


                                        By: /s/ Gerald R. Finney, Jr.
                                            ------------------------------------
                                        Name: Gerald R. Finney, Jr.
                                        Title: Vice President



                                        Allied Irish Banks, plc
                                        as a Lender


                                        By: /s/ Joseph S. Augustini
                                            ------------------------------------
                                        Name: Joseph S. Augustini
                                        Title: Vice President


                                        By: /s/ Margaret Brennan
                                            ------------------------------------
                                        Name: Margaret Brennan
                                        Title: Senior Vice President



DZ BANK AG Deutsche Bank Zentrale-Genossenschaftsbank Frankfurt am Main
as a Lender


By: /s/ Richard W. Wilbert
    ---------------------------------
Name: Richard W. Wilbert
Title: Vice President


By: /s/ Bernd Henrik Franke
    ---------------------------------
Name: Bernd Henrik Franke
Title: Senior Vice President



                                        PNC BANK, NATIONAL ASSOCIATION,
                                        as a Lender


                                        By: /s/ Jeffrey L. Stein
                                            ------------------------------------
                                        Name: Jeffrey L. Stein
                                        Title: Vice President