EXHIBIT 10.40
                                                                  EXECUTION COPY

                                                            CUSIP NO.: 502414AA3
                                                 REVOLVING COMMITMENT: 502414AB1
                                                 TERM LOAN COMMITMENT: [_______]

                      AMENDED AND RESTATED CREDIT AGREEMENT

                            Dated as of July 29, 2005

                                      among

                         L-3 COMMUNICATIONS CORPORATION,
                                as the Borrower,

                          The Guarantors Party Hereto,

                             BANK OF AMERICA, N.A.,
                   as Administrative Agent, Swing Line Lender
                                       and
                                 an L/C Issuer,

                                       and

                          LEHMAN COMMERCIAL PAPER INC.
                              as Syndication Agent

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,

                                       and

                              LEHMAN BROTHERS INC.
                                       as

                  Joint Lead Arrangers and Joint Book Managers



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS.....................................1
    1.01 Defined Terms.........................................................1
    1.02 Other Interpretive Provisions........................................25
    1.03 Accounting Terms.....................................................26
    1.04 Rounding.............................................................27
    1.05 Exchange Rates; Currency Equivalents.................................27
    1.06 Additional Alternative Currencies....................................27
    1.07 Times of Day.........................................................28
    1.08 Letter of Credit Amounts.............................................28
    1.09 Interrelationship with Existing Credit Agreement.....................28

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS..............................29
    2.01 Revolving Loans and Term Loans.......................................29
    2.02 Borrowings, Conversions and Continuations of Committed Loans.........29
    2.03 Letters of Credit....................................................30
    2.04 Swing Line Loans.....................................................39
    2.05 Prepayments..........................................................41
    2.06 Termination or Reduction of Commitments..............................43
    2.07 Repayment of Loans...................................................43
    2.08 Interest.............................................................43
    2.09 Fees.................................................................44
    2.10 Computation of Interest and Fees.....................................45
    2.11 Evidence of Debt.....................................................45
    2.12 Payments Generally; Administrative Agent's Clawback..................45
    2.13 Sharing of Payments by Lenders.......................................47

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY............................48
    3.01 Taxes................................................................48
    3.02 Illegality...........................................................50
    3.03 Inability to Determine Rates.........................................51
    3.04 Increased Costs; Reserves on Eurodollar Rate Loans...................51
    3.05 Compensation for Losses..............................................53
    3.06 Mitigation Obligations; Replacement of Lenders.......................54
    3.07 Survival.............................................................54

ARTICLE IV GUARANTY...........................................................55
    4.01 The Guaranty.........................................................55
    4.02 Obligations Unconditional............................................55
    4.03 Reinstatement........................................................56
    4.04 Certain Additional Waivers...........................................57
    4.05 Remedies.............................................................57
    4.06 Rights of Contribution...............................................57
    4.07 Guarantee of Payment; Continuing Guarantee...........................57


                                       i



ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS...........................58
    5.01 Conditions of Initial Credit Extension...............................58
    5.02 Conditions to all Credit Extensions..................................60

ARTICLE VI REPRESENTATIONS AND WARRANTIES.....................................60
    6.01 Corporate Existence; Compliance with Law.............................60
    6.02 Corporate Power; Authorization; Enforceable Obligations..............61
    6.03 No Legal Bar.........................................................61
    6.04 Purpose of Loans.....................................................62
    6.05 Financial Condition; No Change.......................................62
    6.06 No Material Litigation...............................................62
    6.07 No Default...........................................................63
    6.08 Ownership of Property; Liens.........................................63
    6.09 Intellectual Property................................................63
    6.10 Environmental Matters................................................63
    6.11 Taxes................................................................64
    6.12 ERISA................................................................65
    6.13 Subsidiaries.........................................................65
    6.14 Federal Regulations; Investment Company Act; Other Regulations.......65
    6.15 Collateral Documents.................................................66
    6.16 Accuracy and Completeness of Information.............................66
    6.17 Labor Matters........................................................66

ARTICLE VII AFFIRMATIVE COVENANTS.............................................67
    7.01 Financial Statements.................................................67
    7.02 Certificates; Other Information......................................67
    7.03 Notices..............................................................68
    7.04 Payment of Taxes and Material Obligations............................69
    7.05 Conduct of Business; Maintenance of Existence and Property;
         Compliance with Law..................................................69
    7.06 Maintenance of Insurance.............................................70
    7.07 Inspection of Property; Books and Records............................70
    7.08 Pledged Assets.......................................................70
    7.09 Collateral and Guarantees............................................71
    7.10 Government Contracts.................................................73
    7.11 Further Assurances Regarding Collateral..............................73

ARTICLE VIII NEGATIVE COVENANTS...............................................73
    8.01 Liens................................................................73
    8.02 Investments..........................................................76
    8.03 Subsidiary Indebtedness..............................................78
    8.04 Fundamental Changes..................................................79
    8.05 Limitation on Sale of Assets.........................................79
    8.06 Restricted Payments..................................................80
    8.07 Transactions with Affiliates.........................................82
    8.08 Financial Covenants..................................................83
    8.09 Limitation on Negative Pledge Clauses................................83


                                       ii



    8.10 Prepayment of Subordinated Debt......................................84
    8.11 Borrower Equity Interests............................................85
    8.12 Holdings.............................................................85

ARTICLE IX EVENTS OF DEFAULT AND REMEDIES.....................................86
    9.01 Events of Default....................................................86
    9.02 Remedies Upon Event of Default.......................................89
    9.03 Application of Funds.................................................89

ARTICLE X ADMINISTRATIVE AGENT................................................90
   10.01 Appointment and Authority............................................90
   10.02 Rights as a Lender...................................................91
   10.03 Exculpatory Provisions...............................................91
   10.04 Reliance by Administrative Agent.....................................92
   10.05 Delegation of Duties.................................................92
   10.06 Resignation of Administrative Agent..................................92
   10.07 Non Reliance on Administrative Agent and Other Lenders...............94
   10.08 No Other Duties, Etc.................................................94
   10.09 Administrative Agent May File Proofs of Claim........................94
   10.10 Collateral and Guaranty Matters......................................95

ARTICLE XI MISCELLANEOUS......................................................95
   11.01 Amendments, Etc......................................................95
   11.02 Notices; Effectiveness; Electronic Communication.....................97
   11.03 No Waiver; Cumulative Remedies.......................................99
   11.04 Expenses; Indemnity; Damage Waiver...................................99
   11.05 Payments Set Aside..................................................101
   11.06 Successors and Assigns..............................................101
   11.07 Treatment of Certain Information; Confidentiality...................105
   11.08 Right of Setoff.....................................................106
   11.09 Interest Rate Limitation............................................106
   11.10 Counterparts; Integration; Effectiveness............................107
   11.11 Survival of Representations and Warranties..........................107
   11.12 Severability........................................................107
   11.13 Replacement of Lenders..............................................108
   11.14 Governing Law; Jurisdiction; Etc....................................109
   11.15 Waiver of Jury Trial................................................110
   11.16 USA PATRIOT Act Notice..............................................110
   11.17 Release of Guarantors...............................................110
   11.18 Waiver of Notice of Termination.....................................111
   11.19 Entire Agreement....................................................111
   11.20 Existing Credit Agreement Superseded................................111


                                      iii



SCHEDULES

   1.01(a)   Titan Acquisition Adjustments
   1.01(b)   Existing Subordinated Debt
   2.03      Existing Letters of Credit
   5.01(f)   Indebtedness of The Titan Corporation
   6.06      Litigation
   6.13      Subsidiaries
   8.01      Existing Liens
   11.02     Administrative Agent's Office; Certain Addresses for Notices

EXHIBITS

   A         Committed Loan Notice
   B         Swing Line Loan Notice
   C         Pledge Agreement
   D         Revolving Note
   E         Term Note
   F         Swing Line Note
   G         Compliance Certificate
   H         Assignment and Assumption
   I         Joinder Agreement


                                       iv



                                CREDIT AGREEMENT

     This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement"), dated as of July
29, 2005, among L-3 COMMUNICATIONS CORPORATION, a Delaware corporation (the
"Borrower"), the Guarantors (as defined herein), each lender from time to time
party hereto (collectively, the "Lenders" and individually, a "Lender"), and
BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C
Issuer, AMENDS AND RESTATES IN FULL the Credit Agreement, dated as of March 9,
2005, among the Borrower, certain affiliates of the Borrower, each lender from
time to time party thereto (the "Original Lenders"), and Bank of America, N.A.,
as administrative agent, swing line lender and an L/C issuer (the "Existing
Credit Agreement").

     WHEREAS, the Borrower has requested that the Lenders (i) provide a term
loan facility in an aggregate amount of $750,000,000 for the purposes
hereinafter set forth and (ii) agree to amend and restate the Existing Credit
Agreement;

     WHEREAS, it is the intent of the parties hereto to amend and restate in its
entirety the Existing Credit Agreement and that, from and after the Closing
Date, the Existing Credit Agreement shall be of no force and effect except to
evidence the terms and conditions under which the Borrower heretofore has
incurred obligations and liabilities to the Original Lenders and the
Administrative Agent (as evidenced by the Existing Credit Agreement and the
Administrative Agent's books and records); and

     WHEREAS, the Lenders are willing to amend and restate the Existing Credit
Agreement and continue to extend credit to the Borrower upon and subject to the
terms and conditions hereinafter set forth.

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

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

1.01 DEFINED TERMS.

     As used in this Agreement, the following terms shall have the meanings set
forth below:

     "Acquisition" by any Person, means the acquisition by such Person (other
than a transaction that would be classified as a capital expenditure in
accordance with GAAP), in a single transaction or in a series of related
transactions, of all or any substantial portion of the property of another
Person, all or any substantial portion of any division or business unit of any
Person, or at least a majority of the Voting Stock of another Person, in each
case whether or not involving a merger or consolidation with such other Person
and whether for cash, property, services, assumption of Indebtedness, securities
or otherwise.

     "Additional Subordinated Debt" means any unsecured Indebtedness for
borrowed money of the Borrower or any of its Subsidiaries incurred after the
Initial Closing Date which (a) to the



extent such Indebtedness refinances any Existing Subordinated Debt, requires no
cash payments of principal prior to the Maturity Date, (b) does not contain
limitations on the ability of Borrower or any of its Subsidiaries to incur
Indebtedness which are more restrictive than those found in Section 4.09
(Incurrence of Indebtedness and Issuance of Preferred Stock) of the 2004
Indenture, and (c) is subordinated to the Obligations on terms no less favorable
to the Lenders than those governing the 2004 Senior Subordinated Notes.

     "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

     "Administrative Agent's Office" means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 11.02, or such other
address or account as the Administrative Agent may from time to time notify to
the Borrower and the Lenders.

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

     "Affiliate" means, as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person, whether by contract or otherwise.

     "Aggregate Revolving Commitments" means the Revolving Commitments of all
the Lenders. The aggregate principal amount of the Revolving Commitments of all
the Lenders on the Closing Date is ONE BILLION DOLLARS ($1,000,000,000).

     "Agreement" means this Amended and Restated Credit Agreement, as amended,
supplemented, restated or otherwise modified from time to time.

     "Alternative Currency" means any currency (other than Dollars) of a country
that is a member of the Organization for Economic Cooperation and Development
that is freely tradable and convertible into Dollars, any other currency which
is freely tradable and convertible into Dollars and any other currency approved
by the applicable L/C Issuer and the Administrative Agent.

     "Applicable Percentage" means with respect to any Lender (a) with respect
to such Lender's Revolving Commitment at any time, the percentage of the
Aggregate Revolving Commitments represented by such Lender's Revolving
Commitment at such time; provided that, if the commitment of each Lender to make
Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have
been terminated pursuant to Section 9.02 or if the Aggregate Revolving
Commitments have expired, then the Applicable Percentage of each Lender shall be
determined based on the Applicable Percentage of such Lender most recently in
effect, giving effect to any subsequent assignments, and (b) with respect to
such Lender's outstanding Term Loans at any time, the percentage, of the total
aggregate principal amount of the Term Loan represented by Term Loans held by
such Lender at such time. The initial Applicable Percentage of each Lender is
set forth in the commitment notification delivered by the Administrative Agent
and the Borrower to such Lender or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.


                                       2



     "Applicable Rate" means, from time to time, the following percentages per
annum, based upon the Debt Rating as set forth below:

<TABLE>

--------------------------------------------------------------------------------------------------------------
                                                                                                COMMERCIAL AND
                                                    APPLICABLE      APPLICABLE      FINANCIAL     PERFORMANCE
PRICING             DEBT              COMMITMENT    MARGIN FOR   MARGIN FOR BASE    LETTER OF      LETTER OF
 LEVEL             RATING                 FEE      LIBOR LOANS      RATE LOANS     CREDIT FEE     CREDIT FEE
--------------------------------------------------------------------------------------------------------------

   1      < BB / Ba2 / BB / unrated     0.375%        1.750%          0.750%         1.750%        1.31250%
--------------------------------------------------------------------------------------------------------------
   2      BB / Ba2 / BB                 0.250%        1.250%          0.250%         1.250%        0.93750%
--------------------------------------------------------------------------------------------------------------
   3      BB+ / Ba1 / BB+               0.225%        1.000%          0.000%         1.000%        0.75000%
--------------------------------------------------------------------------------------------------------------
   4      BBB- / Baa3 / BBB-            0.200%        0.875%          0.000%         0.875%        0.65625%
--------------------------------------------------------------------------------------------------------------
   5      BBB / Baa2 / BBB              0.150%        0.750%          0.000%         0.750%        0.56250%
--------------------------------------------------------------------------------------------------------------
   6      >= BBB+ / Baa1 / BBB+         0.125%        0.625%          0.000%         0.625%        0.46875%
--------------------------------------------------------------------------------------------------------------
</TABLE>

     "Debt Rating" means, as of any date of determination, the rating as
determined by the Ratings Agencies (collectively, the "Debt Ratings") of the
Borrower's non credit enhanced, senior unsecured long term debt; provided that
if a Debt Rating is issued by each of the Ratings Agencies and there is a split
rating, then the two highest of such Debt Ratings shall apply (with the Debt
Rating for Pricing Level 6 being the highest and the Debt Rating for Pricing
Level 1 being the lowest) in determining the Pricing Level. If there is a split
in Debt Ratings of the two highest ratings of the Ratings Agencies, then the
lower Debt Rating of the two highest shall apply in determining the Pricing
Level or, if there is a multiple split in Debt Ratings of the two highest
ratings of the Ratings Agencies, then the Debt Rating that is one level lower
than the highest rating shall apply in determining the Pricing Level.

     Initially, the Applicable Rate shall be determined based upon the Debt
Rating specified in the certificate delivered pursuant to Section 5.01(a)(vi).
Thereafter, each change in the Applicable Rate resulting from a publicly
announced change in the Debt Rating shall be effective, during the period
commencing on the date of the public announcement thereof and ending on the date
immediately preceding the effective date of the next such change.

     "Assignment and Assumption" means an assignment and assumption entered into
by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 11.06(b)), and accepted by the Administrative
Agent, in substantially the form of Exhibit H or any other form approved by the
Administrative Agent.

     "Attributable Indebtedness" means, on any date, (a) the amount of any
Capital Lease Obligations of any Person, (b) in respect of any Synthetic Lease
Obligation, the capitalized


                                       3



amount of the remaining lease payments under the relevant lease that would
appear on a balance sheet of such Person prepared as of such date in accordance
with GAAP if such lease were accounted for as a Capital Lease and (c) in respect
of any Securitization Transaction of any Person, the outstanding principal
amount of such financing, after taking into account reserve accounts.

     "Audited Financial Statements" means the audited consolidated balance sheet
of the Borrower and its Subsidiaries for the fiscal year ended December 31,
2003, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries, including the notes thereto.

     "Availability Period" means, with respect to the Revolving Commitments, the
period from and including the Closing Date to the earliest of (a) the Maturity
Date, (b) the date of termination of the Aggregate Revolving Commitments
pursuant to Section 2.06, and (c) the date of termination of the commitment of
each Lender to make Loans and of the obligation of each L/C Issuer to make L/C
Credit Extensions pursuant to Section 9.02.

     "Bank of America" means Bank of America, N.A. and its successors.

     "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

     "Base Rate Committed Loan" means a Committed Loan that is a Base Rate Loan.

     "Base Rate Loan" means a Loan that bears interest based on the Base Rate.

     "Borrower" has the meaning specified in the introductory paragraph hereto.

     "Borrower Materials" has the meaning specified in Section 11.02(c).

     "Borrowing" means a Committed Borrowing or a Swing Line Borrowing, as the
context may require.

     "Business" has the meaning specified in Section 6.10.

     "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks in New York, New York or the state where the
Administrative Agent's Office is located are authorized or required to close
under applicable Laws or are in fact closed and, if such day relates to any
Eurodollar Rate Loan, shall also exclude any day on which banks are not open for
dealings in Dollar deposits in the London interbank market.


                                       4



     "Capital Lease" means, as applied to any Person, any lease of any property
by that Person as lessee which, in accordance with GAAP, is required to be
accounted for as a capital lease on the balance sheet of that Person.

     "Capital Lease Obligations" means, of any Person as of the date of
determination, the aggregate liability of such Person under Capital Leases
reflected on a balance sheet of such Person under GAAP.

     "Cash Collateralize" has the meaning specified in Section 2.03(g).

     "Cash Equivalents" means (a) securities with maturities of one year or less
from the date of acquisition issued or fully guaranteed or insured by the United
States Government or any agency thereof, (b) certificates of deposit and time
deposits with maturities of one year 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 one year 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-2 by S&P, P-2 by Moody's
or F-2 by Fitch, or carrying an equivalent rating by a nationally recognized
rating agency if both of S&P and Moody's cease publishing ratings of
investments, (e) securities with maturities of one year 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, A by Moody's or A by Fitch, (f) securities with maturities of one year
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 or (g) shares of money market mutual or similar funds
(excluding hedge funds) which (i) invest exclusively in assets satisfying the
requirements of clauses (a) through (f) of this definition, (ii) comply with the
criteria set forth in Rule 2a-7 under the Investment Company Act of 1940 or
(iii) are rated AAA by S&P, Aaa by Moody's or AAA by Fitch.

     "Change in Law" means the occurrence, after the date of this Agreement (or,
in the case of an Eligible Assignee, after the date such Eligible Assignee
becomes a party to this Agreement), of any of the following: (a) the adoption or
taking effect of any law, rule, regulation or treaty, (b) any change in any law,
rule, regulation or treaty or in the administration, interpretation or
application thereof by any Governmental Authority or (c) the making or issuance
of any request, guideline or directive (whether or not having the force of law)
by any Governmental Authority.

     "Change of Control" means an event or series of events by which:

          (a) any "person" (as such term is defined in Section 13(d)(3) of the
     Exchange Act) shall become the "beneficial owner" (as such term is defined
     in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or
     indirectly, of more than 35% of the Voting


                                       5



     Stock (measured by voting power rather than number of shares) of Holdings
     (or in the event Holdings is merged with and into the Borrower, the
     Borrower);

          (b) a majority of the members of the board of directors of Holdings
     (or in the event Holdings is merged with and into the Borrower, the
     Borrower) fail to be (a) members of the board of directors of Holdings
     incumbent as of the Closing Date, or (b) members nominated by the members
     of the board of directors of Holdings incumbent on the Closing Date, or (c)
     members appointed by members of the board of directors of Holdings
     nominated under clause (a) or (b);

          (c) Holdings (unless it is merged with and into the Borrower) shall,
     at any time, cease to own 100% of the Equity Interests of the Borrower;

          (d) a "Change of Control" (or any comparable term) shall have occurred
     under, and as defined in, the 2004 Senior Subordinated Note Documents; or

          (e) a "Change of Control" (or any comparable term) shall have occurred
     under, and as defined in, the documentation governing any Additional
     Subordinated Debt.

     "Closing Date" means July 29, 2005.

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

     "Collateral" means a collective reference to the collateral which is
identified in, and at any time will be covered by, the Collateral Documents.

     "Collateral Documents" means a collective reference to the Pledge Agreement
and such other documents executed and delivered in connection with the
attachment and perfection of the Administrative Agent's security interests, for
the benefit of the holders of the Obligations, in certain Equity Interests of
each Domestic Subsidiary (other than Immaterial Subsidiaries) and certain
Foreign Subsidiaries (other than Immaterial Subsidiaries) of a Loan Party as
required by Section 7.08 or 7.09, including without limitation, UCC financing
statements.

     "Collateral Effective Date" means the first date (or, if a Collateral
Release Date shall have occurred, the first date after such Collateral Release
Date) of the public announcement upon which two of the three Ratings Agencies
reduce the Debt Rating below BBB- or the equivalent, unless the Collateral
Termination Date shall occur prior to such date (notwithstanding any reduction
in the Debt Rating after the Collateral Termination Date).

     "Collateral Release Date" means the first date (subsequent to any
Collateral Effective Date) of the public announcement upon which two of the
three Ratings Agencies increase the Debt Rating to BBB- or the equivalent.

     "Collateral Termination Date" means the first date of the public
announcement upon which all three Rating Agencies have Debt Ratings of at least
BBB- or equivalent, provided that, if such date occurs before the Collateral
Effective Date, then the Collateral Effective Date shall not occur
notwithstanding any subsequent reduction in Debt Ratings.


                                       6



     "Commitment" means, as to each Lender, the Revolving Commitment of such
Lender and/or the Term Loan Commitment of such Lender.

     "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period made by each of the Lenders pursuant to Section
2.01.

     "Committed Loan" means each Revolving Loan and Term Loan.

     "Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a
conversion of Committed Loans from one Type to the other, or (c) a continuation
of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing,
shall be substantially in the form of Exhibit A.

     "Commonly Controlled Entity" means an entity, whether or not incorporated,
which is under common control with the Borrower within the meaning of Section
4001 of ERISA or is part of a group which includes the Borrower and which is
treated as a single employer under Section 414(b) or (c) of the Code.

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

     "Confidential Information Memorandum" means the Confidential Information
Memorandum dated July 2005 and delivered to the Lenders in connection with the
financing hereunder.

     "Consolidated Cash Interest Expense" means, as of the last day of any
fiscal quarter, the sum of the amount of interest expense, payable in cash, of
the Borrower and its Consolidated Subsidiaries for the four fiscal quarters
ended on such date plus the amount of interest expense, payable in cash, of
Holdings with respect to Indebtedness (including Disqualified Preferred Stock)
guaranteed by the Borrower or any of its Consolidated Subsidiaries for the four
fiscal quarters ended on such date, determined on a consolidated basis in
accordance with GAAP for such period.

     "Consolidated EBITDA" means, for any period, for the Borrower and its
Consolidated Subsidiaries on a consolidated basis, an amount equal to
Consolidated Net Income (excluding, without duplication, (v) impairment losses
incurred on goodwill and other intangible assets or on debt or equity
investments computed in accordance with Financial Accounting Standard No. 142 or
other GAAP, (w) gains or losses incurred on the retirement of debt computed in
accordance with Financial Accounting Standard No. 145, (x) extraordinary gains
and losses in accordance with GAAP (y) gains and losses in connection with asset
dispositions whether or not constituting extraordinary gains and losses and (z)
non-cash gains or losses on discontinued operations) for such period plus the
following to the extent deducted in calculating such Consolidated Net Income:
(a) Consolidated Interest Expense of the Borrower and its Consolidated
Subsidiaries (and all Consolidated Interest Expense of Holdings with respect to
Indebtedness guaranteed by the Borrower and its Subsidiaries) for such period,
(b) the provision for Federal, state, local and foreign income taxes payable by
the Borrower and its Consolidated Subsidiaries for such period, (c) depreciation
and amortization expense for such period, (d) non-cash stock-based compensation
expenses for such period and (e) to the extent not included in clauses (a)
through


                                       7



(d) above, the adjustments specified on Schedule 1.01(a), each as determined on
a consolidated basis in accordance with GAAP.

     "Consolidated Funded Indebtedness" means, as of any date of determination,
for the Borrower and its Consolidated Subsidiaries on a consolidated basis, the
sum of (a) all Indebtedness outstanding on such date for borrowed money or with
respect to Disqualified Preferred Stock, the deferred purchase price of property
or services, to the extent, if any, reflected as a liability on the balance
sheet of the Borrower and its Consolidated Subsidiaries on such date in
accordance with GAAP and the amount of Capital Lease Obligations outstanding on
such date plus (b) all Indebtedness of Holdings outstanding on such date for
borrowed money or with respect to Disqualified Preferred Stock, in each case
only to the extent guaranteed by the Borrower or any of its Consolidated
Subsidiaries.

     "Consolidated Interest Coverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated EBITDA for the period of the four
prior fiscal quarters ended on such date to (b) Consolidated Cash Interest
Expense for such period, each as determined on a consolidated basis in
accordance with GAAP.

     "Consolidated Interest Expense" means, as of the last day of any fiscal
quarter, the sum of the amount of interest expense of the Borrower and its
Consolidated Subsidiaries for the four fiscal quarters ended on such date plus
the amount of interest expense of Holdings with respect to Indebtedness
(including Disqualified Preferred Stock) guaranteed by the Borrower or any of
its Consolidated Subsidiaries for the four fiscal quarters ended on such date,
determined on a consolidated basis, each in accordance with GAAP for such
period.

     "Consolidated Leverage Ratio" means, as of any date of determination, the
ratio of (a) (i) Consolidated Funded Indebtedness as of such date minus (ii) the
Designated Cash Balances to (b) Consolidated EBITDA for the period of the four
fiscal quarters most recently ended.

     "Consolidated Net Income" means, for any period, for the Borrower and its
Consolidated Subsidiaries on a consolidated basis, the net income of the
Borrower and its Consolidated Subsidiaries for that period, determined on a
consolidated basis in accordance with GAAP for such period.

     "Consolidated Senior Indebtedness" means, for any period for the Borrower
and its Consolidated Subsidiaries on a consolidated basis, the sum of (a)
Consolidated Funded Indebtedness minus (b) Subordinated Debt of the Borrower and
Indebtedness of Holdings which is guaranteed by the Borrower on a subordinated
basis on terms no less favorable to the Lenders than the subordination
provisions contained in the 2004 Senior Subordinated Notes.

     "Consolidated Senior Leverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated Senior Indebtedness as of such date
to (b) Consolidated EBITDA for the period of the four fiscal quarters most
recently ended.

     "Consolidated Subsidiary" means any Subsidiary which is consolidated with
the Borrower for financial reporting purposes under GAAP.


                                       8



     "Consolidated Total Assets" means, as of any date of determination, all
assets of the Borrower and its Consolidated Subsidiaries as determined according
to the consolidated balance sheet contained in the most recent SEC filing.

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

     "Credit Extension" means each of the following: (a) a Borrowing and (b) an
L/C Credit Extension.

     "Cumulative Asset Sale Amount" means, on any Required Prepayment Date, the
excess, if any, of (a) Net Proceeds received by the Borrower or any of its
Subsidiaries since the Initial Closing Date minus (b) the aggregate amount of
(i) investments made by the Borrower and its Subsidiaries since the Initial
Closing Date in assets employed in their respective businesses or in a Similar
Business and (ii) Acquisitions made by the Borrower and its Subsidiaries since
the Initial Closing Date.

     "Debt Rating" has the meaning specified in the definition of "Applicable
Rate."

     "Debtor Relief Laws" means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

     "Default" means any event or condition that constitutes an Event of Default
or that, with the giving of any notice, the passage of time, or both, would be
an Event of Default.

     "Default Rate" means (a) when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the
Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum;
provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable
Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used
with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus
2% per annum.

     "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, and such
failure has not been cured, (b) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within one Business Day of the date when due, and such failure has
not been cured, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.


                                       9



     "Designated Cash Balances" means, at any time, the lesser of (a) the actual
unrestricted domestic cash balances on hand of the Borrower and its Subsidiaries
which are not subject to any Liens in favor of any Person in excess of
$25,000,000 and (b) $250,000,000.

     "Disqualified Preferred Stock" means any stock (other than common stock)
issued by a Person which is not classified as shareholders' equity on a balance
sheet of such Person in accordance with GAAP.

     "Dollar" and "$" mean lawful money of the United States.

     "Dollar Equivalent" means, at any date, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in
Dollars as determined by the Administrative Agent or the applicable L/C Issuer,
as the case may be, at such time on the basis of the Spot Rate (determined in
respect of such date) for the purchase of Dollars with such Alternative
Currency.

     "Domestic Subsidiary" means any Subsidiary that is organized under the laws
of any political subdivision of the United States.

     "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender
(unless a transfer to such Affiliate would result in increased costs to the
Borrower) and (c) any other Person (other than a natural person) approved by (i)
the Administrative Agent, (ii) in the case of an assignment of Revolving
Commitments, the applicable L/C Issuer and the Swing Line Lender, and (iii)
unless an Event of Default has occurred and is continuing, the Borrower (each
such approval not to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, "Eligible Assignee" shall not include the
Borrower or any of the Borrower's Affiliates or Subsidiaries.

     "Environmental Laws" means any and all laws, rules, orders, regulations,
statutes, ordinances, codes, decrees, or other legally enforceable requirement
(including, without limitation, common law) of any foreign government, the
United States, or any state, local, municipal or other governmental authority,
regulating, relating to or imposing liability or standards of conduct concerning
protection of the environment or of human health as affected by the environment
as has been, is now, or may at any time hereafter be, in effect, including, but
not limited to, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. Sections 9601 et seq.; the Toxic
Substance Control Act, 15 U.S.C. Sections 9601 et seq.; the Hazardous Materials
Transportation Act, 49 U.S.C. Sections 1802 et seq.; the Resource Conservation
and Recovery Act, 42 U.S.C. Sections 6901 et seq.; the Clean Water Act; 33
U.S.C. Sections 1251 et seq.; the Clean Air Act, 42 U.S.C. Sections 7401 et
seq.; or other similar federal and/or state environmental laws.

     "Environmental Permits" means any and all permits, licenses, registrations,
notifications, exemptions and any other authorization required under any
applicable Environmental Law.

     "Equity Interests" means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all of
the warrants, options or other rights for the purchase or acquisition from such
Person of shares of capital stock of (or other ownership or profit interests in)
such Person, other than any Disqualified Preferred Stock.


                                       10



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

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

     "Eurodollar Rate" means, for any Interest Period with respect to a
Eurodollar Rate Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as designated by
the Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for
Dollar deposits (for delivery on the first day of such Interest Period) with a
term equivalent to such Interest Period. If such rate is not available at such
time for any reason, then the "Eurodollar Rate" for such Interest Period shall
be the rate per annum determined by the Administrative Agent to be the rate at
which deposits in Dollars for delivery on the first day of such Interest Period
in same day funds in the approximate amount of the Eurodollar Rate Loan being
made, continued or converted by Bank of America and with a term equivalent to
such Interest Period would be offered by Bank of America's London Branch to
major banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period.

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

     "Event of Default" has the meaning specified in Section 9.01.

     "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, any L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) taxes imposed on or
measured by its net income (however denominated), and franchise taxes imposed on
it (in lieu of net income taxes), by any jurisdiction other than a jurisdiction
in which the Administrative Agent or such Lender would not be subject to such
taxes but for its activities related to this Agreement or any other Loan
Document, (b) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction in which the Borrower is located
and (c) in the case of a Foreign Lender (other than an assignee pursuant to a
request by the Borrower under Section 11.13), any withholding tax that is
imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party hereto (or designates a new Lending Office), except to
the extent that such Foreign Lender (or its assignor, if any) was entitled, at
the time of designation of a new Lending Office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to Section 3.01(a) and (d) any withholding tax that is attributable to
such Foreign Lender's failure or inability (other than as a result of Change in
Law) to comply with Section 3.01(e).

     "Existing Credit Agreement" has the meaning specified in the introductory
paragraph hereto.


                                       11



     "Existing Letters of Credit" means those letters of credit identified on
Schedule 2.03.

     "Existing Subordinated Debt" means the collective reference to the
subordinated Indebtedness identified on Schedule 1.01(b).

     "Federal Funds Rate" means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

     "Fee Letters" means (i) the letter agreement, dated July 29, 2005, between
the Borrower and the Administrative Agent and (ii) the letter agreement, dated
June 2, 2005, among the Borrower, Holdings, Banc of America Securities LLC, Banc
of America Bridge LLC, Lehman Commercial Paper Inc., Lehman Brothers Inc., Bear,
Stearns & Co. Inc., Bear Stearns Corporate Lending Inc. and Credit Suisse,
Cayman Islands Branch.

     "Financial Letter of Credit" means a standby Letter of Credit not
constituting a Performance Letter of Credit.

     "Fitch" means Fitch, Inc., and any successor thereto.

     "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is resident for tax purposes.
For purposes of this definition, the United States, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

     "Foreign Subsidiary" means any Subsidiary that is organized under the laws
of a jurisdiction other than the United States, a State thereof or the District
of Columbia.

     "Fully Satisfied" means, with respect to the Obligations as of any date,
that, as of such date, (a) all principal of and interest accrued to such date
which constitute Obligations shall have been paid in full in cash, (b) all fees,
expenses and other amounts then due and payable which constitute Obligations
shall have been paid in cash, (c) all outstanding Letters of Credit shall have
been (i) terminated, (ii) fully Cash Collateralized or (iii) secured by one or
more letters of credit on terms and conditions, and with one or more financial
institutions, reasonably satisfactory to the applicable L/C Issuer and (d) the
Commitments shall have expired or been terminated in full.

     "GAAP" means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the


                                       12



accounting profession in the United States, that are applicable to the
circumstances as of the date of determination.

     "GAAP Investment" means any Investment of the types specified in clauses
(a) or (b) of the definition of the term "Investment" herein.

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

     "Guarantee" means, as to any Person, (the "guaranteeing person"), any
obligation of (a) the guaranteeing person or (b) another Person (including,
without limitation, any bank under any letter of credit) to induce the creation
of which the guaranteeing person has issued a reimbursement or similar
obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")
of any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, reimbursement obligations
under letters of credit and any obligation of the guaranteeing person, whether
or not contingent, (i) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (ii) to advance or supply
funds (1) for the purchase or payment of any such primary obligation or (2) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation or (iv) otherwise to assure or hold harmless
the owner of any such primary obligation against loss in respect thereof;
provided, however, that the term Guarantee shall not include endorsements of
instruments for deposit or collection in the ordinary course of business. The
amount of any Guarantee of any guaranteeing person shall be deemed to be the
lower of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee is made and (b) the maximum amount
for which such guaranteeing person may be liable pursuant to the terms of the
instrument embodying such Guarantee, unless such primary obligation and the
maximum amount for which such guaranteeing person may be liable are not stated
or determinable, in which case the amount of such Guarantee shall be such
guaranteeing person's maximum reasonably anticipated liability in respect
thereof as determined by the Borrower in good faith. The term "Guarantee" as a
verb has a corresponding meaning.

     "Guarantors" means each Person identified as a "Guarantor" on the signature
pages hereto (including L-3 Communications Holdings, Inc.) and each other Person
that joins as a Guarantor pursuant to Section 7.09, together with their
successors and permitted assigns.

     "Guaranty" means the Guaranty made by the Guarantors in favor of the
Administrative Agent and the Lenders pursuant to Article IV hereof.


                                       13



     "Guaranty Release Date" means the date the Guarantees of the Subsidiaries
are released in accordance with the terms of Section 11.17.

     "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

     "Holdings" means L-3 Communications Holdings, Inc., a Delaware corporation.

     "Immaterial Subsidiary" means, at any time, any Subsidiary which does not
have assets exceeding 5.0% of the Consolidated Total Assets; provided however,
that if any Subsidiary is a not a Wholly Owned Subsidiary, the assets of such
Subsidiary to be included in the above calculation shall be reduced by the
portion of the minority interest for such Subsidiary as reported in the
Borrower's consolidated balance sheet; provided, further that for purposes of
Section 9.01(f), any two or more Subsidiaries having aggregate assets of 5.0% or
more of the Consolidated Total Assets (calculated, in the case of Non-Wholly
Owned Subsidiaries, in accordance with the preceding proviso) shall not be
considered Immaterial Subsidiaries.

     "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

          (a) all obligations of such Person for borrowed money (including the
     Loans hereunder) or for the deferred purchase price of property or services
     to the extent, if any, reflected as a liability on the balance sheet of
     such Person in accordance with GAAP (other than current trade liabilities
     incurred in the ordinary course of business and payable in accordance with
     customary practices and accrued expenses incurred in the ordinary course of
     business);

          (b) any other indebtedness of such Person which is evidenced by a
     note, bond, debenture or similar instrument;

          (c) all obligations of such Person in respect of acceptances issued or
     created for the account of such Person and all reimbursement and other
     obligations with respect to any letters of credit (including the Letters of
     Credit hereunder) and surety bonds, whether or not matured or drawn;

          (d) all liabilities secured by any Lien on any property owned by such
     Person even though such Person has not assumed or otherwise become liable
     for the payment thereof;

          (e) the Attributable Indebtedness of such Person with respect to
     Capital Leases, Synthetic Lease Obligations and Securitization
     Transactions;

          (f) all obligations of such Person with respect to any Disqualified
     Preferred Stock; and


                                       14



          (g) all Guarantees of such Person in respect of any of the foregoing.

     "Indemnified Taxes" means Taxes other than Excluded Taxes.

     "Indemnitees" has the meaning specified in Section 11.04(b).

     "Information" has the meaning specified in Section 11.07.

     "Initial Closing Date" means March 9, 2005.

     "Insolvent" means, with respect to any Multiemployer Plan, the meaning of
such term provided in Section 4245 of ERISA. Derivatives of such term have
corresponding meanings.

     "Intellectual Property" has the meaning specified in Section 6.09.

     "Interest Payment Date" means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurodollar
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan),
the last Business Day of each March, June, September and December and the
Maturity Date.

     "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter, as selected by the Borrower in its Committed Loan Notice
or nine or twelve months thereafter, as requested by the Borrower and consented
to by all the Lenders; provided that:

          (i) any Interest Period that would otherwise end on a day that is not
     a Business Day shall be extended to the next succeeding Business Day unless
     such Business Day falls in another calendar month, in which case such
     Interest Period shall end on the next preceding Business Day;

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

          (iii) no Interest Period shall extend beyond the Maturity Date.

     "Investment" means, as to any Person, any direct or indirect acquisition or
investment by such Person, whether by means of (a) the purchase or other
acquisition of capital stock or other securities of another Person, (b) a loan,
advance or capital contribution to, or purchase or other acquisition of any
other debt or equity participation or interest in, another Person, including any
partnership or joint venture interest in such other Person, or (c) the purchase
or other acquisition (in one transaction or a series of transactions) of assets
of another Person that constitute a division or business unit.


                                       15



     "ISP" means, with respect to any standby Letter of Credit, 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).

     "Issuer Documents" means with respect to any Letter of Credit, the Letter
of Credit Application, and any other document, agreement and instrument entered
into by the applicable L/C Issuer and the Borrower (or any Subsidiary) or in
favor of such L/C Issuer and relating to such Letter of Credit.

     "Joinder Agreement" means a joinder agreement substantially in the form of
Exhibit I executed and delivered by a direct or indirect Subsidiary (other than
an Immaterial Subsidiary) in accordance with the provisions of Section 7.09.

     "Laws" means as to any Person, any law, treaty, executive order, 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.

     "L/C Advance" means, with respect to each Lender, such Lender's funding of
its participation in any Unreimbursed Amount in accordance with its Applicable
Percentage. All L/C Advances shall be denominated in Dollars.

     "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

     "L/C Issuer" means Bank of America in its capacity as issuer of Letters of
Credit hereunder and any other Lender in its capacity as issuer of Letters of
Credit hereunder who has been selected by the Borrower and who has agreed to act
as an L/C Issuer hereunder in accordance with the terms hereof or any successor
issuer of Letters of Credit that agrees to act as an L/C Issuer at the request
of the Borrower and to whom the Administrative Agent consents (such consent not
to be unreasonably withheld).

     "L/C Obligations" means, as at any date of determination, the Dollar
Equivalent of the aggregate amount available to be drawn under all outstanding
Letters of Credit plus the aggregate of all Unreimbursed Amounts. For purposes
of computing the amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section
1.08. For all purposes of this Agreement, if on any date of determination a
standby Letter of Credit has expired by its terms but any amount may still be
drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter
of Credit shall be deemed to be "outstanding" in the amount so remaining
available to be drawn.

     "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the Swing Line Lender.

     "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Administrative Agent.


                                       16



     "Letter of Credit" means any letter of credit issued hereunder and shall
include the Existing Letters of Credit. A Letter of Credit may be a standby
Letter of Credit or a commercial Letter of Credit. Letters of Credit may be
issued in Dollars or in an Alternative Currency.

     "Letter of Credit Application" means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use
by an L/C Issuer.

     "Letter of Credit Expiration Date" means the day that is five days prior to
the Maturity Date (or, if such day is not a Business Day, the next preceding
Business Day).

     "Letter of Credit Fee" has the meaning specified in Section 2.03(i).

     "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of
a security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, any easement, right of way or other
encumbrance on title to real property, and any Capital Lease having
substantially the same economic effect as any of the foregoing).

     "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Revolving Loan, a Term Loan or a Swing Line Loan.

     "Loan Documents" means this Agreement, each Note, each Issuer Document, the
Collateral Documents and the Fee Letters, each as amended, modified,
supplemented, extended, renewed, restated or substituted from time to time.

     "Loan Parties" means, collectively, the Borrower and each Guarantor.

     "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, property or condition (financial or otherwise) of
Holdings, the Borrower and its Subsidiaries taken as a whole or (b) the validity
or enforceability of this or any of the other Loan Documents or the rights or
remedies of the Administrative Agent or the Lenders hereunder or thereunder.

     "Materials of Environmental Concern" means any hazardous or toxic
substances, materials or wastes, defined or regulated as such in or under, or
that could give rise to liability under, any applicable Environmental Law,
including, without limitation, asbestos, polychlorinated biphenyls,
urea-formaldehyde insulation, gasoline or petroleum (including crude oil or any
fraction thereof) or petroleum products.

     "Maturity Date" means March 9, 2010.

     "Moody's" means Moody's Investors Service, Inc. and any successor thereto.

     "Multiemployer Plan" means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan
years, has made or been obligated to make contributions.


                                       17



     "Net Proceeds" means (a): the aggregate cash proceeds (including Cash
Equivalents) received by the Borrower or any of its Subsidiaries in respect of
any conveyance, sale, lease, assignment, transfer or other disposition of
property, business or assets (for the purposes of this definition, "Asset
Sale"), in each case net of (without duplication) (i) the amount required to
repay any Indebtedness (other than the Loans) secured by a Lien on any assets of
the Borrower or a Subsidiary that are sold or otherwise disposed of in
connection with such Asset Sale and (ii) reasonable and appropriate amounts
established by the Borrower or such Subsidiary, as the case may be, as a reserve
against liabilities associated with such Asset Sale and retained by the Borrower
or such Subsidiary, (iii) the reasonable expenses (including legal fees and
brokers' and underwriters' commissions, lenders fees, credit enhancement fees,
accountants' fees, investment banking fees, survey costs, title insurance
premiums and other customary fees, in any case, paid to third parties or, to the
extent permitted hereby, Affiliates) incurred in effecting such Asset Sale and
(iv) any taxes reasonably attributable to such Asset Sale and reasonably
estimated by the Borrower or such Subsidiary to be actually payable, and (b) any
cash payments received in respect of promissory notes or other evidences of
Indebtedness delivered to the Borrower or such Subsidiary in respect of an Asset
Sale.

     "Non-Guarantor Subsidiary" means any Consolidated Subsidiary of the
Borrower that is not a Guarantor.

     "Non-Loan Party Operating Assets" means, as of any date of determination,
the sum of (a) total assets of the Non-Guarantor Subsidiaries as determined
according to the financial statements contained in the most recent SEC filing
required by Section 7.01 minus (b) minority interests in Non-Guarantor
Subsidiaries as determined according to the financial statements contained in
the most recent SEC filing required by Section 7.01 plus (c) to the extent not
otherwise included in clause (a) above, the aggregate amount of GAAP Investments
of the Borrower, Holdings or any Consolidated Subsidiary in any Person that is
not a Consolidated Subsidiary.

     "Non-Wholly Owned Subsidiary" means any Subsidiary of the Borrower that is
not a Wholly Owned Subsidiary.

     "Nonconsenting Lender" has the meaning specified in Section 11.13.

     "Note" means the Revolving Notes, the Term Notes and the Swing Line Note,
individually or collectively, as appropriate.

     "Obligations" means all advances to, and debts, liabilities and obligations
of, any Loan Party arising under any Loan Document or otherwise with respect to
any Loan or Letter of Credit, whether direct or indirect (including those
acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding. "Obligations" shall also include any Swap Contract between any
Loan Party and any Lender or Affiliate of a Lender and all obligations under any
Treasury Management Agreement between any Loan Party and any Lender or an
Affiliate of any Lender.


                                       18



     "Organization Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization.

     "Original Lenders" has the meaning specified in the introductory paragraph
hereto.

     "Other Taxes" means all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.

     "Outstanding Amount" means (i) with respect to Revolving Loans on any date,
the aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of Revolving Loans occurring on such
date; (ii) with respect to Term Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments
or repayments of Term Loans occurring on such date, (iii) with respect to Swing
Line Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of such Swing Line
Loans occurring on such date; and (iv) with respect to any L/C Obligations on
any date, the Dollar Equivalent of the aggregate outstanding amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements by the
Borrower of Unreimbursed Amounts.

     "Overnight Rate" means, for any day, with respect to any amount denominated
in Dollars, the greater of (a) the Federal Funds Rate and (b) an overnight rate
determined by the Administrative Agent or the applicable L/C Issuer, as the case
may be, in accordance with banking industry rules on interbank compensation.

     "Participant" has the meaning specified in Section 11.06(d).

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

     "Performance Letter of Credit" means a standby Letter of Credit issued to
ensure the performance of services and/or delivery of goods by or on behalf of
the Borrower or any of its Subsidiaries.

     "Permitted Liens" means those Liens permitted to exist pursuant to Section
8.01.


                                       19



     "Permitted Receivables Program" means any receivables securitization
program pursuant to which the Borrower or any of the Subsidiaries sells accounts
receivable and related receivables in a "true sale" transaction; provided,
however, that any related Indebtedness incurred to finance the purchase of such
accounts receivable does not exceed $250,000,000 at any time outstanding and
such Indebtedness is not includible on the balance sheet of the Borrower or any
Subsidiary in accordance with GAAP and applicable regulations of the SEC.

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

     "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by, maintained by or contributed to the
Borrower.

     "Platform" means Intralinks or another similar electronic system.

     "Pledge Agreement" means that certain Pledge Agreement that may be executed
and delivered pursuant to Section 7.08 by the Loan Parties and the
Administrative Agent, substantially in the form of Exhibit C, as amended,
modified, restated or supplemented from time to time.

     "Pro Forma Basis" means, for purposes of calculating the financial
covenants set forth in Section 8.08(a), (b) and (c), that any Acquisition shall
be deemed to have occurred as of the first day of the most recent four fiscal
quarter period preceding the date of such Acquisition for which the Borrower has
delivered financial statements pursuant to Section 7.01. In connection with the
foregoing, income statement items attributable to the Person or property or
assets acquired shall be included to the extent relating to any period
applicable in such calculations to the extent (i) such items are not otherwise
included in such income statement items for the Borrower and its Subsidiaries in
accordance with GAAP or in accordance with any defined terms set forth in
Section 1.01, (ii) such items are supported by financial statements or other
information reasonably satisfactory to the Administrative Agent and (iii) any
Indebtedness incurred or assumed by the Borrower or any Subsidiary (including
the Person or property acquired) in connection with such Acquisition and any
Indebtedness of the Person or property acquired which is not retired in
connection with such Acquisition (A) shall be deemed to have been incurred as of
the first day of the most recent four fiscal quarter period preceding the date
for such Acquisition and (B) if such Indebtedness has a floating or formula
rate, shall have an implied rate of interest for the most recent four fiscal
quarter period preceding the date for such Acquisition for purposes of this
definition determined by utilizing the rate which is or would be in effect with
respect to such Indebtedness as at the relevant date of determination.

     "Properties" has the meaning specified in Section 6.10.

     "Ratings Agencies" means S&P, Moody's and Fitch.

     "Register" has the meaning specified in Section 11.06(c).

     "Related Parties" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.


                                       20



     "Reorganization" means, with respect to any Multiemployer Plan, has the
meaning provided such term in Section 4241 of ERISA.

     "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.

     "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice.

     "Required Lenders" means, as of any date of determination, (a) Lenders
having more than 50% of the sum of (i) the Aggregate Revolving Commitments and
(ii) the outstanding Term Loans or (b) if the commitment of each Lender to make
Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have
expired or been terminated pursuant to Section 9.02, Lenders holding in the
aggregate more than 50% of the Total Outstandings (with the aggregate amount of
each Lender's risk participation and funded participation in L/C Obligations and
Swing Line Loans being deemed "held" by such Lender for purposes of this
definition); provided that the Commitment of, and the portion of the Total
Outstandings held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Required Lenders.

     "Required Prepayment Date" has the meaning specified in Section 8.05(k).

     "Responsible Officer" means the chief executive officer, president, senior
vice president, vice president, controller, chief financial officer, treasurer
or assistant treasurer of a Loan Party. Any document delivered hereunder that is
signed by a Responsible Officer of a Loan Party shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other
action on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.

     "Restricted Payment" means any dividend or other distribution (whether in
cash, securities or other property) with respect to any capital stock, other
Equity Interest or any Disqualified Preferred Stock of the Borrower or any
Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition of any such capital stock, other Equity
Interest or any such Disqualified Preferred Stock or, or on account of any
return of capital to the Borrower's stockholders, partners or members (or the
equivalent Person thereof).

     "Revaluation Date" means, with respect to any Letter of Credit, each of the
following: (i) each date of issuance of a Letter of Credit denominated in an
Alternative Currency, (ii) each date of an amendment of any such Letter of
Credit having the effect of increasing the amount thereof (solely with respect
to the increased amount), (iii) each date of any payment by an L/C Issuer under
any Letter of Credit denominated in an Alternative Currency, (iv) in the case of
any Existing Letters of Credit denominated in an Alternative Currency, the
Closing Date, (v) such other dates as the Borrower may reasonably request from
time to time and (vi) such other dates


                                       21



as the applicable L/C Issuer or the Administrative Agent shall require provided
that the Borrower receives prompt notice thereof.

     "Revolving Commitment" means, as to each Lender, its obligation to (a) make
Revolving Loans to the Borrower pursuant to Section 2.01(a), (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth in the commitment notification delivered by the
Administrative Agent and the Borrower to such Lender or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable,
as such amount may be adjusted from time to time in accordance with this
Agreement.

     "Revolving Loan" has the meaning specified in Section 2.01(a).

     "Revolving Note" has the meaning specified in Section 2.11(a).

     "S&P" means Standard & Poor's Ratings Services, a division of The McGraw
Hill Companies, Inc. and any successor thereto.

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

     "Securitization Transaction" means any financing transaction or series of
financing transactions (including factoring arrangements) pursuant to which the
Borrower or any Subsidiary may sell, convey or otherwise transfer, or grant a
security interest in, accounts, payments, receivables, rights to future lease
payments or residuals or similar rights to payment to a special purpose
Subsidiary or Affiliate of the Borrower.

     "Similar Business" means a business, at least a majority of whose revenues
in the most recently ended calendar year were derived from (a) the sale of
defense or homeland security products, electronics, communications systems,
aerospace products, avionics products and/or communications products, (b) any
services related thereto, (c) any business of the Borrower and/or its
Subsidiaries existing as of the Closing Date, (d) any business or activity that
is reasonably similar thereto or a reasonable extension, development or
expansion thereof or ancillary thereto and (e) any combination of any of the
foregoing.

     "Single Employer Plan" means any Pension Plan maintained solely by
Holdings, the Borrower or any ERISA Affiliates.

     "Spot Rate" for any Alternative Currency on any date means the rate quoted
by the applicable L/C Issuer as the spot rate for the purchase by such L/C
Issuer of such Alternative Currency with Dollars through its principal foreign
exchange trading office at approximately 11:00 a.m. on the date two Business
Days prior to such date; provided that, if agreed to by the Borrower, such L/C
Issuer may obtain such spot rate from another financial institution designated
by such L/C Issuer if the Person acting in such capacity does not have as of the
date of determination a spot buying rate for any such Alternative Currency; and
provided further that


                                       22



such L/C Issuer may use such spot rate quoted on the date as of which the
foreign exchange computation is made in the case of any Letter of Credit
denominated in an Alternative Currency.

     "Subordinated Debt" means the Existing Subordinated Debt and any Additional
Subordinated Debt.

     "Subsidiary" of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which the shares of stock
or other interests having ordinary voting power for the election of a majority
of the board of directors or other governing body (other than stock or interests
having such power only by reason of the happening of a contingency) are at the
time beneficially owned, directly, or indirectly through one or more
intermediaries, or both, by such Person. Unless otherwise specified, all
references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a
Subsidiary or Subsidiaries of the Borrower.

     "Swap Contract" means any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement.

     "Swap Contract Obligations" means the obligations of the Borrower or any of
its Subsidiaries to make payments to counterparties under Swap Contracts in the
event of the occurrence of a termination event thereunder.

     "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.04.

     "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to
Section 2.04.

     "Swing Line Lender" means Bank of America in its capacity as provider of
Swing Line Loans, or any successor swing line lender hereunder.

     "Swing Line Loan" has the meaning specified in Section 2.04(a).

     "Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant
to Section 2.04(b), which, if in writing, shall be substantially in the form of
Exhibit B.

     "Swing Line Note" has the meaning specified in Section 2.11.

     "Swing Line Sublimit" means an amount equal to the lesser of (a)
$50,000,000 and (b) the Aggregate Revolving Commitments. The Swing Line Sublimit
is part of, and not in addition to, the Aggregate Revolving Commitments.


                                       23



     "Synthetic Lease Obligation" means the monetary obligation of a Person
under a so called synthetic or off balance sheet lease which, upon the
insolvency or bankruptcy of such Person, would be characterized as the
Indebtedness of such Person (without regard to accounting treatment).

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

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

     "Term Loan Commitment" means, as to each Lender, its obligation to make its
portion of the Term Loan to the Borrower pursuant to Section 2.01(b), in the
principal amount set forth in the commitment notification delivered by the
Administrative Agent and the Borrower to such Lender. The aggregate principal
amount of the Term Loan Commitments of all of the Lenders as in effect on the
Closing Date is SEVEN HUNDRED FIFTY MILLION DOLLARS ($750,000,000).

     "Term Note" has the meaning specified in Section 2.11(a).

     "Threshold Amount" means $40,000,000.

     "Titan Acquisition" means the acquisition (by way of merger) of all of the
issued and outstanding capital stock of The Titan Corporation by the Borrower or
one of its Wholly Owned Subsidiaries pursuant to the Titan Purchase Agreement.

     "Titan Purchase Agreement" means the Agreement and Plan of Merger by and
among the Borrower, Saturn VI Acquisition Corp. and The Titan Corporation dated
as of June 2, 2005.

     "Total Assets" means, as of any date of determination, the sum of (a) total
assets of Holdings, the Borrower and its Consolidated Subsidiaries as determined
according to the financial statements contained in the most recent SEC filing
required by Section 7.01 minus (b) minority interests in Non-Guarantor
Subsidiaries as determined according to the financial statements contained in
the most recent SEC filing required by Section 7.01 minus (c) the net book value
(as determined according to the financial statements contained in the most
recent SEC filing required by Section 7.01) of all assets of Holdings that are
subject to a Lien not in favor of (i) the Administrative Agent for the benefit
of the holders of the Obligations or (ii) the Borrower.

     "Total Outstandings" means the aggregate Outstanding Amount of all Loans
and all L/C Obligations.

     "Total Revolving Outstandings" means the aggregate Outstanding Amount of
all Revolving Loans, all Swingline Loans and all L/C Obligations.

     "Treasury Management Agreement" means any agreement governing the provision
of treasury or cash management services, including deposit accounts, funds
transfer, automated


                                       24



clearinghouse, zero balance accounts, returned check concentration, controlled
disbursement, lockbox, account reconciliation and reporting and trade finance
services.

     "Type" means, with respect to a Committed Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan.

     "UCP" means the Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce Publication No. 500, as the same
may be amended from time to time.

     "United States" and "U.S." mean the United States of America.

     "Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

     "Voting Stock" means, of any Person, as of any date, the Equity Interest of
such Person that is at the time entitled to vote in the election of the board of
directors of such Person.

     "Wholly Owned Subsidiary" means a Subsidiary of the Borrower, the Equity
Interest of which is 100% owned and controlled, directly or indirectly, by the
Borrower.

     "2004 Indenture" means that certain indenture dated as of November 12, 2004
between the Borrower and The Bank of New York, as trustee, as such indenture may
be amended, modified, restated or supplemented and in effect from time to time
in accordance with the terms hereof and thereof.

     "2004 Senior Subordinated Note Documents" means the 2004 Senior
Subordinated Notes and the 2004 Indenture.

     "2004 Senior Subordinated Notes" means those certain 5 7/8% guaranteed
senior subordinated notes due January 15, 2015 issued by the Borrower under the
2004 Indenture in the original principal amount of $650,000,000, together with
any note issued in exchange or substitution therefor, as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

1.02 OTHER INTERPRETIVE PROVISIONS.

     With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:

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


                                       25



     such amendments, supplements or modifications set forth herein or in any
     other Loan Document), (ii) any reference herein to any Person shall be
     construed to include such Person's successors and assigns, (iii) the words
     "herein," "hereof" and "hereunder," and words of similar import when used
     in any Loan Document, shall be construed to refer to such Loan Document in
     its entirety and not to any particular provision thereof, (iv) all
     references in a Loan Document to Articles, Sections, Exhibits and Schedules
     shall be construed to refer to Articles and Sections of, and Exhibits and
     Schedules to, the Loan Document in which such references appear, (v) any
     reference to any law shall include all statutory and regulatory provisions
     consolidating, amending, replacing or interpreting such law and any
     reference to any law or regulation shall, unless otherwise specified, refer
     to such law or regulation as amended, modified or supplemented from time to
     time, and (vi) the words "asset" and "property" shall be construed to have
     the same meaning and effect and to refer to any and all tangible and
     intangible assets and properties, including cash, securities, accounts and
     contract rights.

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

          (c) Section headings herein and in the other Loan Documents are
     included for convenience of reference only and shall not affect the
     interpretation of this Agreement or any other Loan Document.

1.03 ACCOUNTING TERMS.

     (a) Generally. All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with, GAAP, as in
effect from time to time, applied consistently throughout the periods reflected
therein, except as otherwise specifically prescribed herein. For the avoidance
of doubt, any obligations or liabilities of a Person which are identified in
footnote disclosures but not the balance sheet of such Person shall not be
considered liabilities on the balance sheet of such Person under GAAP.

     (b) Changes in GAAP. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrower or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Borrower shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders);
provided that, until so amended, (i) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (ii) if a
request for such an amendment has been made, the Borrower shall provide to the
Administrative Agent and the Lenders financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting forth
a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP.


                                       26



     (c) Pro Forma Basis Calculation. Notwithstanding the foregoing, the parties
hereto acknowledge and agree that all calculations of the Consolidated Interest
Coverage Ratio, Consolidated Leverage Ratio and the Consolidated Senior Leverage
Ratio for purposes of determining compliance with Section 8.08(a), (b) and (c)
shall be made on a Pro Forma Basis.

1.04 ROUNDING.

     Any financial ratios required to be maintained by the Borrower pursuant to
this Agreement shall be calculated by dividing the appropriate component by the
other component, carrying the result to one place more than the number of places
by which such ratio is expressed herein and rounding the result up or down to
the nearest number (with a rounding up if there is no nearest number).

1.05 EXCHANGE RATES; CURRENCY EQUIVALENTS.

     The applicable L/C Issuer shall determine the Spot Rates as of each
Revaluation Date to be used for calculating Dollar Equivalent amounts of L/C
Credit Extensions and Outstanding Amounts denominated in Alternative Currencies.
Such Spot Rates shall become effective as of such Revaluation Date and shall be
the Spot Rates employed in converting any amounts between the applicable
currencies until the next Revaluation Date to occur. Except for purposes of
financial statements delivered by Loan Parties hereunder or calculating
financial covenants hereunder or except as otherwise provided herein, the
applicable amount of any currency (other than Dollars) for purposes of the Loan
Documents shall be such Dollar Equivalent amount as so determined by the
applicable L/C Issuer.

1.06 ADDITIONAL ALTERNATIVE CURRENCIES.

     Any request for a Letter of Credit in a currency not otherwise specified in
the definition of "Alternative Currency" shall be made to the Administrative
Agent not later than 11:00 a.m., five (5) Business Days prior to the date of the
desired L/C Credit Extension (or such other time or date as may be agreed by the
Administrative Agent and the applicable L/C Issuer, in their sole discretion).
In the case of any such request, the Administrative Agent shall promptly notify
such L/C Issuer thereof. Such L/C Issuer shall notify the Administrative Agent,
not later than 11:00 a.m., two Business Days after receipt of such request
whether it consents to the issuance of Letters of Credit in such requested
currency and, if such L/C Issuer so consents, such currency shall thereupon be
deemed with respect to such L/C Issuer, an Alternative Currency. Any failure by
the applicable L/C Issuer to respond to such request within the time period
specified in the preceding sentence shall be deemed to be a refusal by such L/C
Issuer to permit Letters of Credit to be issued in such requested currency. The
Administrative Agent shall promptly notify the Borrower of the applicable L/C
Issuer's response to any request pursuant to this Section 1.06.

1.07 TIMES OF DAY.

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


                                       27



1.08 LETTER OF CREDIT AMOUNTS.

     Unless otherwise specified herein, the amount of a Letter of Credit at any
time shall be deemed to be the stated amount of such Letter of Credit in effect
at such time; provided, however, that with respect to any Letter of Credit that,
by its terms or the terms of any Issuer Document related thereto, provides for
one or more automatic increases in the stated amount thereof, the amount of such
Letter of Credit shall be deemed to be the maximum stated amount of such Letter
of Credit after giving effect to all such increases, whether or not such maximum
stated amount is in effect at such time.

1.09 INTERRELATIONSHIP WITH EXISTING CREDIT AGREEMENT.

     (a) As stated in the introductory paragraph and the recitals hereof, this
Agreement is intended to amend and restate the provisions of the Existing Credit
Agreement and, notwithstanding any substitution of Notes as of the Closing Date,
except as expressly modified herein, (x) all of the terms and provisions of the
Existing Credit Agreement shall continue to apply for the period prior to the
Closing Date, including any determinations of payment dates, interest rates,
Events of Default or any amount that may be payable to the Administrative Agent
or the Original Lenders (or their assignees or replacements hereunder), and (y)
the obligations under the Existing Credit Agreement shall from and after the
Closing Date continue to be owing and be subject to the terms of this Agreement.
All references in any Loan Documents to (i) the "Credit Agreement" shall be
deemed to include references to this Agreement and (ii) the "Lenders" or a
"Lender" or the "Administrative Agent" shall mean such terms as defined in this
Agreement. As to all periods occurring on or after the Closing Date, all of the
terms and conditions set forth in the Existing Credit Agreement shall be of no
further force and effect, it being understood that all obligations of the
Borrower under the Existing Credit Agreement shall be governed by this Agreement
from and after the Closing Date.

     (b) The Borrower, the Administrative Agent. the L/C Issuer and the Lenders
acknowledge and agree that all principal, interest, fees, costs, reimbursable
expenses and indemnification obligations accruing or arising under or in
connection with the Existing Credit Agreement which remain unpaid and
outstanding as of the Closing Date shall be and remain outstanding and payable
as an obligation under this Credit Agreement and the other Loan Documents;
provided, that no Lender hereunder which was not an Original Lender shall be
liable for any obligation or indemnification of Lenders arising under the
Existing Credit Agreement.

                                   ARTICLE II
                      THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 REVOLVING LOANS AND TERM LOANS.

     (a) Revolving Loans. Subject to the terms and conditions set forth herein,
each Lender severally agrees to make loans (each such loan, a "Revolving Loan")
to the Borrower in Dollars from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender's Revolving Commitment; provided, however,
that after giving effect to any Borrowing of Revolving Loans, (i) the Total
Revolving Outstandings shall not exceed the Aggregate Revolving Commitments,


                                       28



and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender,
plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C
Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount
of all Swing Line Loans shall not exceed such Lender's Revolving Commitment.
Within the limits of each Lender's Revolving Commitment, and subject to the
other terms and conditions hereof, the Borrower may borrow under this Section
2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a).
Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.

     (b) Term Loans. Subject to the terms and conditions set forth herein, each
Lender severally agrees to make its portion of a term loan (the "Term Loan") to
the Borrower in Dollars on the Closing Date in an amount not to exceed such
Lender's Term Loan Commitment. Amounts repaid on the Term Loan may not be
reborrowed. The Term Loan may consist of Base Rate Loans or Eurodollar Rate
Loans, as further provided herein.

2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

     (a) Each Committed Borrowing, each conversion of Committed Loans from one
Type to the other, and each continuation of Eurodollar Rate Loans shall be made
upon the Borrower's irrevocable notice to the Administrative Agent, which may be
given by telephone. Each such notice must be received by the Administrative
Agent not later than 11:00 a.m. (i) three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans
and (ii) on the requested date of any Borrowing of Base Rate Committed Loans.
Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be
confirmed promptly by delivery to the Administrative Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower. Each Borrowing of, conversion to or continuation of
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to
Base Rate Committed Loans shall be in a principal amount of $2,000,000 or a
whole multiple of $100,000 in excess thereof. Each Committed Loan Notice
(whether telephonic or written) shall specify (i) whether the Borrower is
requesting a Committed Borrowing, a conversion of Committed Loans from one Type
to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested
date of the Borrowing, conversion or continuation, as the case may be (which
shall be a Business Day), (iii) the principal amount of Committed Loans to be
borrowed, converted or continued, (iv) the Type of Committed Loans to be
borrowed or to which existing Committed Loans are to be converted, and (v) if
applicable, the duration of the Interest Period with respect thereto. If the
Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or
if the Borrower fails to give a timely notice requesting a conversion or
continuation, then the applicable Committed Loans shall be made as, or converted
to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be
effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing
of, conversion to, or continuation of Eurodollar Rate Loans in any such
Committed Loan Notice, but fails to specify an Interest Period, it will be
deemed to have specified an Interest Period of one month.

     (b) Following receipt of a Committed Loan Notice, the Administrative Agent
shall promptly notify each Lender of the amount of its Applicable Percentage of
the applicable Committed Loans, and if no timely notice of a conversion or
continuation is provided by the


                                       29



Borrower, the Administrative Agent shall notify each Lender of the details of
any automatic conversion to Base Rate Loans described in the preceding Section.
In the case of a Committed Borrowing, each Lender shall make the amount of its
Committed Loan available to the Administrative Agent in immediately available
funds at the Administrative Agent's Office not later than 1:00 p.m. on the
Business Day specified in the applicable Committed Loan Notice. Upon
satisfaction of the applicable conditions set forth in Section 5.02 (and, if
such Borrowing is the initial Credit Extension, Section 5.01), the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrower on the books of Bank of America with the amount of
such funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent
by the Borrower.

     (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of an Interest Period for such
Eurodollar Rate Loan.

     (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Interest Period for Eurodollar
Rate Loans upon determination of such interest rate. At any time that Base Rate
Loans are outstanding, the Administrative Agent shall notify the Borrower and
the Lenders of any change in Bank of America's prime rate used in determining
the Base Rate promptly following the public announcement of such change.

     (e) After giving effect to all Committed Borrowings, all conversions of
Committed Loans from one Type to the other, and all continuations of Committed
Loans as the same Type, there shall not be more than twenty Interest Periods in
effect with respect to Committed Loans.

2.03 LETTERS OF CREDIT.

     (a) The Letter of Credit Commitment.

          (i) Subject to the terms and conditions set forth herein, (A) each L/C
     Issuer agrees, in reliance upon the agreements of the Lenders set forth in
     this Section 2.03, (1) from time to time on any Business Day during the
     period from the Closing Date until the Letter of Credit Expiration Date, to
     issue Letters of Credit denominated in Dollars or in an Alternative
     Currency for the account of the Borrower, and to amend or extend Letters of
     Credit previously issued by it, in accordance with subsection (b) below,
     and (2) to honor drawings under the Letters of Credit; and (B) the Lenders
     severally agree to participate in Letters of Credit issued for the account
     of the Borrower and any drawings thereunder; provided that after giving
     effect to any L/C Credit Extension with respect to any Letter of Credit,
     (x) the Total Revolving Outstandings shall not exceed the Aggregate
     Revolving Commitments and (y) the aggregate Outstanding Amount of the
     Revolving Loans of any Lender, plus such Lender's Applicable Percentage of
     the Outstanding Amount of all L/C Obligations, plus such Lender's
     Applicable Percentage of the Outstanding Amount of all Swing Line Loans
     shall not exceed such Lender's Revolving Commitment. Each request by the
     Borrower for the issuance or amendment of a Letter of Credit shall be
     deemed to be a representation by the Borrower that the L/C Credit Extension
     so requested complies with the conditions set forth in the proviso to the
     preceding sentence. Within the foregoing limits, and subject to the terms
     and conditions


                                       30



     hereof, the Borrower's ability to obtain Letters of Credit shall be fully
     revolving, and accordingly the Borrower may, during the foregoing period,
     obtain Letters of Credit to replace Letters of Credit that have expired or
     that have been drawn upon and reimbursed. All Existing Letters of Credit
     shall be deemed to have been issued pursuant hereto, and from and after the
     Closing Date shall be subject to and governed by the terms and conditions
     hereof.

          (ii) No L/C Issuer shall issue any Letter of Credit, if the expiry
     date of such requested Letter of Credit would occur after the Letter of
     Credit Expiration Date, unless all the Lenders have approved such expiry
     date.

          (iii) No L/C Issuer shall be under any obligation to issue any Letter
     of Credit if:

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

               (B) the issuance of such Letter of Credit would violate one or
          more policies of the applicable L/C Issuer; or

               (C) except as otherwise agreed by the Administrative Agent and
          the applicable L/C Issuer, such Letter of Credit is to be denominated
          in a currency other than Dollars or an Alternative Currency.

          (iv) No L/C Issuer shall be under any obligation to amend any Letter
     of Credit if (A) the applicable L/C Issuer would have no obligation at such
     time to issue such Letter of Credit in its amended form under the terms
     hereof, or (B) the beneficiary of such Letter of Credit does not accept the
     proposed amendment to such Letter of Credit.

          (v) Each L/C Issuer shall act on behalf of the Lenders with respect to
     any Letters of Credit issued by it and the documents associated therewith,
     and each L/C Issuer shall have all of the benefits and immunities (A)
     provided to the Administrative Agent in Article X with respect to any acts
     taken or omissions suffered by such L/C Issuer in connection with Letters
     of Credit issued by it or proposed to be issued by it and Issuer Documents
     pertaining to such Letters of Credit as fully as if the term
     "Administrative Agent" as used in Article X included such L/C Issuer with
     respect to


                                       31



     such acts or omissions, and (B) as additionally provided herein with
     respect to such L/C Issuer.

     (b) Procedures for Issuance and Amendment of Letters of Credit; Auto
Extension Letters of Credit.

          (i) Each Letter of Credit shall be issued or amended, as the case may
     be, upon the request of the Borrower delivered to the applicable L/C Issuer
     (with a copy to the Administrative Agent) in the form of a Letter of Credit
     Application, appropriately completed and signed by a Responsible Officer of
     the Borrower. Such Letter of Credit Application must be received by the
     applicable L/C Issuer and the Administrative Agent not later than 11:00
     a.m. at least two Business Days (or such later date and time as the
     Administrative Agent and the applicable L/C Issuer may agree in a
     particular instance in their sole discretion) prior to the proposed
     issuance date or date of amendment, as the case may be. In the case of a
     request for an initial issuance of a Letter of Credit, such Letter of
     Credit Application shall specify in form and detail reasonably satisfactory
     to the applicable L/C Issuer: (A) the proposed issuance date of the
     requested Letter of Credit (which shall be a Business Day); (B) the amount
     and requested currency thereof and in the absence of specification of
     currency shall be deemed a request for a Letter of Credit denominated in
     Dollars; (C) the expiry date thereof; (D) the name and address of the
     beneficiary thereof; (E) the documents to be presented by such beneficiary
     in case of any drawing thereunder; (F) the full text of any certificate to
     be presented by such beneficiary in case of any drawing thereunder; and (G)
     such other matters as the applicable L/C Issuer may reasonably require. In
     the case of a request for an amendment of any outstanding Letter of Credit,
     such Letter of Credit Application shall specify in form and detail
     reasonably satisfactory to the applicable L/C Issuer (A) the Letter of
     Credit to be amended; (B) the proposed date of amendment thereof (which
     shall be a Business Day); (C) the nature of the proposed amendment; and (D)
     such other matters as the applicable L/C Issuer may reasonably require.
     Additionally, the Borrower shall furnish to the applicable L/C Issuer and
     the Administrative Agent such other documents and information pertaining to
     such requested Letter of Credit issuance or amendment, including any Issuer
     Documents, as the applicable L/C Issuer or the Administrative Agent may
     reasonably require.

          (ii) Promptly after receipt of any Letter of Credit Application, the
     applicable L/C Issuer will confirm with the Administrative Agent (by
     telephone or in writing) that the Administrative Agent has received a copy
     of such Letter of Credit Application from the Borrower and, if not, the
     applicable L/C Issuer will provide the Administrative Agent with a copy
     thereof and inform the Administrative Agent whether such Letter of Credit
     Application is for a Financial Letter of Credit, a Performance Letter of
     Credit or a commercial Letter of Credit. Unless the applicable L/C Issuer
     has received written notice from any Lender, the Administrative Agent or
     any Loan Party, at least one Business Day prior to the requested date of
     issuance or amendment of the applicable Letter of Credit, that one or more
     applicable conditions contained in Section 5.02 shall not then be
     satisfied, then, subject to the terms and conditions hereof, the applicable
     L/C Issuer shall, on the requested date, issue a Letter of Credit for the
     account of the Borrower or enter into the applicable amendment, as the case
     may be, in each case in accordance with the


                                       32



     applicable L/C Issuer's usual and customary business practices. Immediately
     upon the issuance of each Letter of Credit, each Lender shall be deemed to,
     and hereby irrevocably and unconditionally agrees to, purchase from the
     applicable L/C Issuer a risk participation in such Letter of Credit in an
     amount equal to the product of such Lender's Applicable Percentage times
     the amount of such Letter of Credit.

          (iii) If the Borrower so requests in any applicable Letter of Credit
     Application, the applicable L/C Issuer may, in its sole and absolute
     discretion, agree to issue a Letter of Credit that has automatic extension
     provisions (each, an "Auto Extension Letter of Credit"); provided that any
     such Auto Extension Letter of Credit must permit the applicable L/C Issuer
     to prevent any such extension at least once in each twelve month period
     (commencing with the date of issuance of such Letter of Credit) by giving
     prior notice to the beneficiary thereof not later than a day (the "Non
     Extension Notice Date") in each such twelve month period to be agreed upon
     at the time such Letter of Credit is issued. Unless otherwise directed by
     the applicable L/C Issuer, the Borrower shall not be required to make a
     specific request to the applicable L/C Issuer for any such extension. Once
     an Auto Extension Letter of Credit has been issued, the Lenders shall be
     deemed to have authorized (but may not require) the applicable L/C Issuer
     to permit the extension of such Letter of Credit at any time to an expiry
     date not later than the Letter of Credit Expiration Date; provided,
     however, that the applicable L/C Issuer shall not permit any such extension
     if (A) the applicable L/C Issuer has determined that it would not be
     permitted, or would have no obligation, at such time to issue such Letter
     of Credit in its revised form (as extended) under the terms hereof (by
     reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or
     otherwise), or (B) it has received notice (which may be by telephone or in
     writing) on or before the day that is five Business Days before the Non
     Extension Notice Date from the Administrative Agent, any Lender or the
     Borrower that one or more of the applicable conditions specified in Section
     5.02 is not then satisfied, and in each such case directing the applicable
     L/C Issuer not to permit such extension.

          (iv) Promptly after its delivery of any Letter of Credit or any
     amendment to a Letter of Credit to an advising bank with respect thereto or
     to the beneficiary thereof, the applicable L/C Issuer will also deliver to
     the Borrower and the Administrative Agent a true and complete copy of such
     Letter of Credit or amendment. Each L/C Issuer shall provide the
     Administrative Agent with a written update on a monthly basis of the
     outstanding Letters of Credit for which it is the L/C Issuer, and the
     Administrative Agent shall promptly send a copy of each such update to the
     Borrower upon its receipt.

     (c) Drawings and Reimbursements; Funding of Participations.

          (i) Upon receipt from the beneficiary of any Letter of Credit of any
     notice of a drawing under such Letter of Credit, the applicable L/C Issuer
     shall notify the Borrower and the Administrative Agent thereof, including,
     in the case of a Letter of Credit denominated in an Alternative Currency,
     both the Alternative Currency amount of such drawing and the estimated
     Dollar Equivalent thereof. In the case of a Letter of Credit denominated in
     an Alternative Currency, the Borrower shall reimburse the applicable L/C
     Issuer in Dollars in the Dollar Equivalent of the amount of the applicable
     drawing in such Alternative Currency as so notified by the applicable L/C
     Issuer; provided, that, with


                                       33



     respect to any reimbursement obligations of the Borrower arising from the
     presentment to the applicable L/C Issuer of a draft under a Letter of
     Credit denominated in an Alternative Currency, the Borrower may make
     payment in the applicable Alternative Currency if such payment is received
     by the applicable L/C Issuer on the date such draft is paid by the
     applicable L/C Issuer. Not later than 3:00 p.m. on the date of any payment
     by the applicable L/C Issuer under a Letter of Credit if the applicable L/C
     Issuer delivers notice of such payment by 11:00 a.m. on such day (or, if
     notice of such payment by the applicable L/C Issuer is delivered after
     11:00 a.m., not later than 10:00 a.m. the next succeeding Business Day)
     (each such date, an "Honor Date"), the Borrower shall reimburse the
     applicable L/C Issuer in an amount equal to the amount of such drawing. If
     the Borrower fails to so reimburse the LC Issuer by the time set forth in
     the preceding sentence, the applicable L/C Issuer shall promptly notify the
     Administrative Agent of the Honor Date and the amount of the unreimbursed
     drawing shall become the unreimbursed amount (the "Unreimbursed Amount").
     The Administrative Agent shall promptly notify each Lender of the Honor
     Date, the Unreimbursed Amount, and the amount of such Lender's Applicable
     Percentage thereof. Any notice given by the applicable L/C Issuer or the
     Administrative Agent pursuant to this Section 2.03(c)(i) may be given by
     telephone if immediately confirmed in writing; provided that the lack of
     such an immediate confirmation shall not affect the conclusiveness or
     binding effect of such notice.

          (ii) Each Lender with a Revolving Commitment shall upon any notice
     pursuant to Section 2.03(c)(i) make funds available to the Administrative
     Agent for the account of the applicable L/C Issuer, in Dollars, at the
     Administrative Agent's Office in an amount equal to its Applicable
     Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the
     Business Day specified in such notice by the Administrative Agent. The
     Administrative Agent shall remit the funds so received to the applicable
     L/C Issuer in Dollars.

          (iii) Any Unreimbursed Amount shall be due and payable on demand and
     shall bear interest at (A) the rate applicable to Base Rate Loans from the
     Honor Date to the date of reimbursement is required pursuant to Section
     2.03(c)(i) and (B) thereafter, the Default Rate. Each Lender's payment to
     the Administrative Agent for the account of the applicable L/C Issuer
     pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its
     participation in such Unreimbursed Amount and shall constitute an L/C
     Advance from such Lender in satisfaction of its participation obligation
     under this Section 2.03.

          (iv) Until each Lender funds its L/C Advance pursuant to this Section
     2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under
     any Letter of Credit, interest in respect of such Lender's Applicable
     Percentage of such amount shall be solely for the account of the applicable
     L/C Issuer.

          (v) Each Lender's obligation to make L/C Advances to reimburse the
     applicable L/C Issuer for amounts drawn under Letters of Credit, as
     contemplated by this Section 2.03(c), shall be absolute and unconditional
     and shall not be affected by any circumstance, including (A) any setoff,
     counterclaim, recoupment, defense or other right which such Lender may have
     against the applicable L/C Issuer, the Borrower, any Subsidiary or any
     other Person for any reason whatsoever; (B) the occurrence or


                                       34



     continuance of a Default, or (C) any other occurrence, event or condition,
     whether or not similar to any of the foregoing. No such making of an L/C
     Advance shall relieve or otherwise impair the obligation of the Borrower to
     reimburse the applicable L/C Issuer for the amount of any payment made by
     the applicable L/C Issuer under any Letter of Credit, together with
     interest as provided herein.

          (vi) If any Lender fails to make available to the Administrative Agent
     for the account of the applicable L/C Issuer any amount required to be paid
     by such Lender pursuant to the foregoing provisions of this Section 2.03(c)
     by the time specified in Section 2.03(c)(ii), the applicable L/C Issuer
     shall be entitled to recover from such Lender (acting through the
     Administrative Agent), on demand, such amount with interest thereon for the
     period from the date such payment is required to the date on which such
     payment is immediately available to the applicable L/C Issuer at a rate per
     annum equal to the applicable Overnight Rate from time to time in effect. A
     certificate of the applicable L/C Issuer submitted to any Lender (through
     the Administrative Agent) with respect to any amounts owing under this
     clause (vi) shall be conclusive absent manifest error.

     (d) Repayment of Participations.

          (i) At any time after the applicable L/C Issuer has made a payment
     under any Letter of Credit and has received from any Lender such Lender's
     L/C Advance in respect of such payment in accordance with Section 2.03(c),
     if the Administrative Agent receives for the account of the applicable L/C
     Issuer any payment in respect of the related Unreimbursed Amount or
     interest thereon (whether directly from the Borrower or otherwise,
     including proceeds of Cash Collateral applied thereto by the Administrative
     Agent), the Administrative Agent will distribute to such Lender its
     Applicable Percentage thereof (appropriately adjusted, in the case of
     interest payments, to reflect the period of time during which such Lender's
     L/C Advance was outstanding) in the same funds as those received by the
     Administrative Agent.

          (ii) If any payment received by the applicable L/C Issuer pursuant to
     Section 2.03(c)(i) is required to be returned under any of the
     circumstances described in Section 11.05 (including pursuant to any
     settlement entered into by the applicable L/C Issuer in its discretion),
     each Lender shall pay to the Administrative Agent for the account of the
     applicable L/C Issuer its Applicable Percentage thereof on demand of the
     Administrative Agent (on behalf of the applicable L/C Issuer), plus
     interest thereon from the date of such demand to the date such amount is
     returned by such Lender, at a rate per annum equal to the Federal Funds
     Rate from time to time in effect. The obligations of the Lenders under this
     clause shall survive the payment in full of the Obligations and the
     termination of this Agreement.

     (e) Obligations Absolute.

          (i) The obligation of the Borrower to reimburse the applicable L/C
     Issuer for each drawing under each Letter of Credit and to repay each
     Unreimbursed Amount shall be absolute and unconditional under any and all
     circumstances and irrespective of any set


                                       35



     off, counterclaim or defense to payment which the Borrower may have or have
     had against the applicable L/C Issuer, any Lender or any beneficiary of a
     Letter of Credit.

          (ii) The Borrower also agrees with the L/C Issuers that the L/C
     Issuers, the Administrative Agent and their respective Related Parties
     shall not be responsible for, and the Borrower's obligation to reimburse
     the applicable L/C Issuer for each drawing under each Letter of Credit and
     to repay each Unreimbursed Amount shall not be affected by, among other
     things, (i) the validity or genuineness of documents or of any endorsements
     thereon (or any other instrument transferring or assigning such Letter of
     Credit), even though such documents shall in fact prove to be invalid,
     fraudulent or forged (unless the applicable L/C Issuer has actual knowledge
     of such invalidity, fraud or forgery), (ii) any dispute between or among
     the Borrower and any beneficiary of any Letter of Credit or any other party
     to which such Letter of Credit may be transferred, or (iii) any claims
     whatsoever of the Borrower against any beneficiary of such Letter of Credit
     or any such transferee.

          (iii) Neither the applicable L/C Issuer, nor any Lender, nor, the
     Administrative Agent and their respective Related Parties shall be liable
     for any error, omission, interruption or delay in transmission, dispatch or
     delivery of any message or advice, however transmitted, in connection with
     any Letter of Credit, except for errors or omissions caused by the
     applicable L/C Issuer's gross negligence or willful misconduct.

          (iv) The Borrower agrees that any action taken or omitted by the
     applicable L/C Issuer under or in connection with any Letter of Credit or
     the related drafts or documents, if done in the absence of gross negligence
     or willful misconduct and in accordance with the standards of care
     specified in the Uniform Commercial Code of the State of New York, shall be
     binding on the Borrower and shall not result in any liability of the
     applicable L/C Issuer, the Administrative Agent, any Lender or any of their
     respective Related Parties to the Borrower.

          (v) If any draft shall be presented for payment under any Letter of
     Credit, the responsibility of the applicable L/C Issuer to the Borrower in
     connection with such draft shall, in addition to any payment obligation
     expressly provided for in such Letter of Credit, be limited to determining
     that the documents (including each draft) delivered under such Letter of
     Credit in connection with such presentment appear on their face to be in
     conformity with such Letter of Credit.

     The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will promptly notify the applicable L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the applicable L/C
Issuer and its correspondents unless such notice is given as aforesaid.

     (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying
any drawing under a Letter of Credit, the applicable L/C Issuer shall not have
any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required


                                       36



by the Letter of Credit) or ascertain or inquire as to the authority of the
Person executing or delivering any such document. None of the applicable L/C
Issuer, the Administrative Agent, any of their respective Related Parties nor
any correspondent, participant or assignee of the applicable L/C Issuer shall be
liable to any Lender for (i) any action taken or omitted in connection herewith
at the request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence
or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document. The Borrower hereby assumes all risks of the acts or omissions
of any beneficiary or transferee with respect to its use of any Letter of
Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Borrower's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement.
Notwithstanding anything in clauses (i) through (v) of Section 2.03(e) to the
contrary, the Borrower may have a claim against the applicable L/C Issuer, and
the applicable L/C Issuer may be liable to the Borrower, to the extent, but only
to the extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which were caused by the applicable L/C Issuer's
willful misconduct or gross negligence or the applicable L/C Issuer's willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit.

     (g) Cash Collateral.

          (i) Upon the request of the Administrative Agent, (A) if the
     applicable L/C Issuer has honored any full or partial drawing request under
     any Letter of Credit and such drawing has resulted in an Unreimbursed
     Amount, or (B) if, as of the Letter of Credit Expiration Date, any L/C
     Obligation for any reason remains outstanding, the Borrower shall, in each
     case, within two Business Days of the occurrence of any event in (A) or (B)
     above, Cash Collateralize the then Outstanding Amount of all L/C
     Obligations.

          (ii) In addition, if the Administrative Agent notifies the Borrower at
     any time that the Outstanding Amount of all L/C Obligations at such time
     exceeds 102% of the Aggregate Revolving Commitments then in effect, then,
     within two Business Days after receipt of such notice, the Borrower shall
     Cash Collateralize the L/C Obligations in an amount equal to the amount by
     which the Outstanding Amount of all L/C Obligations exceeds the Aggregate
     Revolving Commitments then in effect.

          (iii) Sections 2.05(c) and 9.02(c) set forth certain additional
     requirements to deliver Cash Collateral hereunder. For purposes of this
     Section 2.03(g), Section 2.05(c) and Section 9.02(c), "Cash Collateralize"
     means to pledge and deposit with or deliver to the Administrative Agent,
     for the benefit of the applicable L/C Issuer and the Lenders, as collateral
     for the L/C Obligations, cash or deposit account balances pursuant to
     documentation in form and substance reasonably satisfactory to the
     Administrative Agent (which documents are hereby consented to by the
     Lenders). Derivatives of such term have corresponding meanings. The
     Borrower hereby grants to the Administrative Agent, for the benefit of the
     applicable L/C Issuer and the Lenders, a security interest in all such
     cash, deposit accounts and all balances therein and all proceeds of the
     foregoing. Cash Collateral shall be maintained in blocked deposit accounts
     at Bank of America.


                                       37



     (h) Applicability of ISP or UCP. Unless otherwise expressly agreed by the
applicable L/C Issuer and the Borrower when a standby Letter of Credit is issued
(including any such agreement applicable to an Existing Letter of Credit), the
rules of the ISP shall apply to such Letter of Credit, and when a commercial
Letter of Credit is issued, the rules of the UCP shall apply to such commercial
Letter of Credit and, in either case, to the extent not inconsistent therewith
and if requested by the Borrower in the applicable Letter of Credit Application,
the laws of the State of New York.

     (i) Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Applicable
Percentage a Letter of Credit fee (the "Letter of Credit Fee") for each Letter
of Credit equal to the Applicable Rate times the daily amount available to be
drawn under such Letter of Credit. For purposes of computing the daily amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.08. Letter of Credit
Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and
payable on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If
there is any change in the Applicable Rate during any quarter, the daily amount
available to be drawn under each Letter of Credit shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect.

     (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrower shall pay directly to each L/C Issuer for its own account a
fronting fee with respect to each Letter of Credit issued by such L/C Issuer, at
a rate per annum, in the case of Bank of America, in its capacity as L/C Issuer,
specified in the Fee Letter described in clause (i) of the definition of "Fee
Letter" and in the case of any other L/C Issuer, as may be agreed upon between
the Borrower and such L/C Issuer, computed on the daily amount available to be
drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting
fee shall be due and payable on the last Business Day of each March, June,
September and December in respect of the most recently ended quarterly period
(or portion thereof, in the case of the first payment), commencing with the
first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand. For purposes of
computing the daily amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section
1.08. In addition, the Borrower shall pay directly to each L/C Issuer for its
own account the customary issuance, presentation, amendment and other processing
fees, and other standard costs and charges, of such L/C Issuer relating to
letters of credit as from time to time in effect. Such customary fees and
standard costs and charges are due and payable on demand and are nonrefundable.

     (k) Conflict with Issuer Documents. In the event of any conflict between
the terms hereof and the terms of any Issuer Document, the terms hereof shall
control.

     (l) Determination of Exchange Rate. On each Revaluation Date with respect
to each outstanding Letter of Credit denominated in an Alternative Currency, the
applicable L/C Issuer shall determine the Spot Rate as of such Revaluation Date
with respect to the applicable Alternative Currency and shall promptly notify
the Administrative Agent and the Borrower thereof and of the Dollar Equivalent
of all Letters of Credit denominated in such Alternative


                                       38



Currency outstanding on such Revaluation Date. The Spot Rate so determined shall
become effective on such Revaluation Date and shall remain effective until the
next succeeding Revaluation Date.

2.04 SWING LINE LOANS.

     (a) The Swing Line. Subject to the terms and conditions set forth herein,
the Swing Line Lender agrees, in reliance upon the agreements of the other
Lenders set forth in this Section 2.04, to make loans (each such loan, a "Swing
Line Loan") to the Borrower from time to time on any Business Day during the
Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing
Line Loans, when aggregated with the Applicable Percentage of the Outstanding
Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line
Lender, may exceed the amount of such Lender's Commitment; provided, however,
that after giving effect to any Swing Line Loan, (i) the Total Revolving
Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the
aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such
Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing
Line Loans shall not exceed such Lender's Revolving Commitment, and provided,
further, that the Borrower shall not use the proceeds of any Swing Line Loan to
refinance any outstanding Swing Line Loan. Within the foregoing limits, and
subject to the other terms and conditions hereof, the Borrower may borrow under
this Section 2.04, prepay under Section 2.05, and reborrow under this Section
2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the
making of a Swing Line Loan, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a
risk participation in such Swing Line Loan in an amount equal to the product of
such Lender's Applicable Percentage times the amount of such Swing Line Loan.

     (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the
Borrower's irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by telephone. Each such notice must be received by the
Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the
requested borrowing date, and shall specify (i) the amount to be borrowed, which
shall be a minimum of $500,000, and (ii) the requested borrowing date, which
shall be a Business Day. Each such telephonic notice must be confirmed promptly
by delivery to the Swing Line Lender and the Administrative Agent of a written
Swing Line Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any
telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will notify the Administrative Agent (by telephone or in writing) of the
contents thereof. Unless the Swing Line Lender has received notice (by telephone
or in writing) from the Administrative Agent (including at the request of any
Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A)
directing the Swing Line Lender not to make such Swing Line Loan as a result of
the limitations set forth in the proviso to the first sentence of Section
2.04(a), or (B) that one or more of the applicable conditions specified in


                                       39



Section 5.02 is not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing
date specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Borrower.

     (c) Participations in Swing Line Loans.

          (i) The Swing Line Lender at any time in its sole and absolute
     discretion may request in writing that each Lender with a Revolving
     Commitment fund its risk participation in any Swing Line Loan. Upon receipt
     of such request, each Lender shall make an amount equal to its Applicable
     Percentage of the amount of the applicable Swing Line Loan specified in
     such written request available to the Administrative Agent in immediately
     available funds for the account of the Swing Line Lender at the
     Administrative Agent's Office not later than 1:00 p.m. on the day specified
     in such request. The Administrative Agent shall remit the funds so received
     to the Swing Line Lender.

          (ii) If any Lender fails to make available to the Administrative Agent
     for the account of the Swing Line Lender any amount required to be paid by
     such Lender pursuant to the foregoing provisions of this Section 2.04(c) by
     the time specified in Section 2.04(c)(i), the Swing Line Lender shall be
     entitled to recover from such Lender (acting through the Administrative
     Agent), on demand, such amount with interest thereon for the period from
     the date such payment is required to the date on which such payment is
     immediately available to the Swing Line Lender at a rate per annum equal to
     the greater of the Federal Funds Rate and a rate determined by the Swing
     Line Lender in accordance with banking industry rules on interbank
     compensation. A certificate of the Swing Line Lender submitted to any
     Lender (through the Administrative Agent) with respect to any amounts owing
     under this clause (ii) shall be conclusive absent manifest error.

          (iii) Each Lender's obligation to purchase and fund risk
     participations in Swing Line Loans pursuant to this Section 2.04(c) shall
     be absolute and unconditional and shall not be affected by any
     circumstance, including (A) any setoff, counterclaim, recoupment, defense
     or other right which such Lender may have against the Swing Line Lender,
     the Borrower or any other Person for any reason whatsoever, (B) the
     occurrence or continuance of a Default, or (C) any other occurrence, event
     or condition, whether or not similar to any of the foregoing. No such
     funding of risk participations shall relieve or otherwise impair the
     obligation of the Borrower to repay Swing Line Loans, together with
     interest as provided herein.

     (d) Repayment of Participations.

          (i) At any time after any Lender has purchased and funded a risk
     participation in a Swing Line Loan, if the Swing Line Lender receives any
     payment on account of such Swing Line Loan, the Swing Line Lender will
     distribute to such Lender its Applicable Percentage of such payment
     (appropriately adjusted, in the case of interest payments, to reflect the
     period of time during which such Lender's risk participation was funded) in
     the same funds as those received by the Swing Line Lender.


                                       40



          (ii) If any payment received by the Swing Line Lender in respect of
     principal or interest on any Swing Line Loan is required to be returned by
     the Swing Line Lender under any of the circumstances described in Section
     11.05 (including pursuant to any settlement entered into by the Swing Line
     Lender in its discretion), each Lender shall pay to the Swing Line Lender
     its Applicable Percentage thereof on demand of the Administrative Agent,
     plus interest thereon from the date of such demand to the date such amount
     is returned, at a rate per annum equal to the Federal Funds Rate. The
     Administrative Agent will make such demand upon the request of the Swing
     Line Lender. The obligations of the Lenders under this clause shall survive
     the payment in full of the Obligations and the termination of this
     Agreement.

     (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall
be responsible for invoicing the Borrower for interest on the Swing Line Loans.
Until each Lender funds its risk participation pursuant to this Section 2.04 to
pay such Lender's Applicable Percentage of any Swing Line Loan, interest in
respect of such Applicable Percentage shall be solely for the account of the
Swing Line Lender.

     (f) Payments Directly to Swing Line Lender. The Borrower shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

2.05 PREPAYMENTS.

     (a) The Borrower may, upon notice to the Administrative Agent, at any time
or from time to time voluntarily prepay Committed Loans in whole or in part
without premium or penalty, except as set forth in Section 3.05; provided that
(i) such notice must be received by the Administrative Agent not later than
11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar
Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; and
(ii) any prepayment shall be in a principal amount of $2,000,000 or a whole
multiple of $100,000 in excess thereof or, in each case, if less, the entire
principal amount thereof then outstanding. Each such notice shall specify the
date and amount of such prepayment and the Type(s) of Committed Loans to be
prepaid. The Administrative Agent will promptly notify each Lender of its
receipt of each such notice, and of the amount of such Lender's Applicable
Percentage of such prepayment. If such notice is given by the Borrower, the
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein. Any prepayment of
a Eurodollar Rate Loan shall be accompanied by all accrued interest on the
amount prepaid, together with any additional amounts required pursuant to
Section 3.05. Each such prepayment shall be applied to the Committed Loans of
the Lenders in accordance with their respective Applicable Percentages.
Repayments of Term Loans may not be reborrowed.

     (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to
the Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided that
(i) such notice must be received by the Swing Line Lender and the Administrative
Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such
prepayment shall be in a minimum principal amount of $100,000. Each such notice
shall specify the date and amount of such prepayment. If such notice is given


                                       41



by the Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein.

     (c) If for any reason the Total Revolving Outstandings at any time exceed
the Aggregate Revolving Commitments then in effect, the Borrower shall
immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations
in an aggregate amount equal to such excess; provided, however, that the
Borrower shall not be required to Cash Collateralize the L/C Obligations
pursuant to this Section 2.05(c) unless after the prepayment in full of the
Revolving Loans the Total Revolving Outstandings exceed the Aggregate Revolving
Commitments then in effect. If for any reason the Outstanding Amount of all
Swing Line Loans exceed the Swing Line Sublimit, the Borrower shall immediately
prepay the Swing Line Loans in an aggregate amount equal to such excess.

     (d) If, subsequent to the Initial Closing Date, the Borrower or any of its
Subsidiaries shall receive Net Proceeds from any conveyance, sale, lease,
assignment, transfer or other disposition of any of its property, business or
assets, such Net Proceeds shall be promptly and ratably applied toward the
prepayment of the Loans and permanent reduction of the Commitments in accordance
with Section 8.05(k) as follows: first, to the principal and interest in respect
of the Term Loans and second, to prepay the Revolving Loans to the full extent
thereof and to permanently reduce the Revolving Commitments by the amount of
such prepayment.

2.06 TERMINATION OR REDUCTION OF COMMITMENTS.

     The Borrower may, upon notice to the Administrative Agent, terminate the
Aggregate Revolving Commitments, or from time to time permanently reduce the
Aggregate Revolving Commitments; provided that (i) any such notice shall be
received by the Administrative Agent not later than 11:00 a.m. three Business
Days prior to the date of termination or reduction, (ii) any such partial
reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of
$100,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the
Aggregate Revolving Commitments if, after giving effect thereto and to any
concurrent prepayments hereunder, the Total Revolving Outstandings would exceed
the Aggregate Revolving Commitments, and (iv) if, after giving effect to any
reduction of the Aggregate Revolving Commitments, the Swing Line Sublimit
exceeds the amount of the Aggregate Revolving Commitments, such Swing Line
Sublimit shall be automatically reduced by the amount of such excess. The
Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Revolving Commitments. Any reduction
of the Aggregate Revolving Commitments shall be applied to the Revolving
Commitment of each Lender according to its Applicable Percentage. All fees
accrued until the effective date of any termination of the Aggregate Revolving
Commitments shall be paid on the effective date of such termination. The
Aggregate Revolving Commitments automatically shall be permanently reduced from
time to time in accordance with the terms of Section 2.05(d).

2.07 REPAYMENT OF LOANS.

(a) The Borrower shall repay to the Lenders on the Maturity Date the aggregate
principal amount of Committed Loans outstanding on such date.


                                       42



     (b) The Borrower shall repay each Swing Line Loan on the earlier to occur
of (i) the date within one Business Day of demand therefor by the Swing Line
Lender and (ii) the Maturity Date.

2.08 INTEREST.

     (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar
Rate Loan shall bear interest on the outstanding principal amount thereof for
each Interest Period at a rate per annum equal to the Eurodollar Rate for such
Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan
shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Rate.

     (b) (i) If any amount of principal of any Loan is not paid when due
     (without regard to any applicable grace periods), whether at stated
     maturity, by acceleration or otherwise, such amount shall thereafter bear
     interest at a fluctuating interest rate per annum at all times equal to the
     Default Rate to the fullest extent permitted by applicable Laws.

          (ii) If any amount (other than principal of any Loan) payable by the
     Borrower under any Loan Document is not paid when due (without regard to
     any applicable grace periods), whether at stated maturity, by acceleration
     or otherwise, such amount shall thereafter bear interest at a fluctuating
     interest rate per annum at all times equal to the Default Rate to the
     fullest extent permitted by applicable Laws.

          (iii) Accrued and unpaid interest on past due amounts (including
     interest on past due interest) shall be due and payable upon demand.

     (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

2.09 FEES.

     In addition to certain fees described in subsections (i) and (j) of Section
2.03:

     (a) Commitment Fee. The Borrower shall pay to the Administrative Agent for
the account of each Lender in accordance with its Applicable Percentage, a
commitment fee equal to the Applicable Rate times the actual daily amount by
which the Aggregate Revolving Commitments exceed the sum of (i) the Outstanding
Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations.
The commitment fee shall accrue at all times during the Availability Period,
including at any time during which one or more of the conditions in Section 5.02
is not met, and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the
first such date to


                                       43



occur after the Closing Date, and on the Maturity Date. The commitment fee shall
be calculated quarterly in arrears, and if there is any change in the Applicable
Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect.

     (b) Other Fees. The Borrower shall pay to Banc of America Securities LLC,
Banc of America Bridge LLC, Lehman Commercial Paper Inc., Lehman Brothers Inc.,
Bear, Stearns & Co. Inc., Bear Stearns Corporate Lending Inc., Credit Suisse,
Cayman Islands Branch and the Administrative Agent for their own respective
accounts fees in the amounts and at the times specified in the Fee Letters. Such
fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever.

2.10 COMPUTATION OF INTEREST AND FEES.

     All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America's "prime rate" shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360 day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365 day year). Interest shall
accrue on each Loan for the day on which the Loan is made, and shall not accrue
on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid, provided that any Loan that is repaid on the same day on which it is
made shall, subject to Section 2.12(a), bear interest for one day. Each
determination by the Administrative Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error.

2.11 EVIDENCE OF DEBT.

     (a) The Credit Extensions made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon. Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the Obligations. In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error. Upon the request of any Lender made through
the Administrative Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender's
Loans in addition to such accounts or records. Each such Note shall (i) in the
case of Revolving Loans, be in the form of Exhibit D (a "Revolving Note"), (ii)
in the case of Term Loans, be in the form of Exhibit E (a "Term Note") and (iii)
in the case of Swing Line Loans, be in the form of Exhibit F (a "Swing Line
Note"). Each Lender may attach schedules to its Note and endorse thereon the
date, Type (if applicable), amount and maturity of its Loans and payments with
respect thereto.

     (b) In addition to the accounts and records referred to in subsection (a),
each Lender and the Administrative Agent shall maintain in accordance with its
usual practice accounts or


                                       44



records evidencing the purchases and sales by such Lender of participations in
Letters of Credit and Swing Line Loans. In the event of any conflict between the
accounts and records maintained by the Administrative Agent and the accounts and
records of any Lender in respect of such matters, the accounts and records of
the Administrative Agent shall control in the absence of manifest error.

2.12 PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK.

     (a) General. All payments to be made by the Borrower shall be made without
deduction for any counterclaim or setoff. Except as otherwise expressly provided
herein, all payments by the Borrower hereunder shall be made to the
Administrative Agent, for the account of the respective Lenders to which such
payment is owed, at the Administrative Agent's Office in Dollars and in
immediately available funds not later than 2:00 p.m. on the date specified
herein; provided, that with respect to any reimbursement obligations of the
Borrower arising from the presentment to the applicable L/C Issuer of a draft
under a Letter of Credit denominated in an Alternative Currency, the Borrower
may make payment in the applicable Alternative Currency if such payment is
received by the applicable L/C Issuer on the date such draft is paid by the
applicable L/C Issuer. The Administrative Agent will promptly distribute to each
Lender its Applicable Percentage of such payment in like funds as received by
wire transfer to such Lender's Lending Office. All payments received by the
Administrative Agent after 2:00 p.m. shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue. If any payment to be made by the Borrower shall come due on a day other
than a Business Day, payment shall be made on the next following Business Day,
and such extension of time shall be reflected in computing interest or fees, as
the case may be.

          (b) (i) (i) Funding by Lenders; Presumption by Administrative Agent.
     Unless the Administrative Agent shall have received notice from a Lender
     prior to the proposed date of any Committed Borrowing of Eurodollar Rate
     Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior
     to 12:00 noon on the date of such Committed Borrowing) that such Lender
     will not make available to the Administrative Agent such Lender's share of
     such Committed Borrowing, the Administrative Agent may assume that such
     Lender has made such share available on such date in accordance with
     Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans,
     that such Lender has made such share available in accordance with and at
     the time required by Section 2.02) and may, in reliance upon such
     assumption, make available to the Borrower a corresponding amount. In such
     event, if a Lender has not in fact made its share of the applicable
     Committed Borrowing available to the Administrative Agent, then the
     applicable Lender agrees to pay to the Administrative Agent forthwith on
     demand such corresponding amount in immediately available funds with
     interest thereon, for each day from and including the date such amount is
     made available to the Borrower to but excluding the date of payment to the
     Administrative Agent, at the greater of the Federal Funds Rate and a rate
     determined by the Administrative Agent in accordance with banking industry
     rules on interbank compensation. If such Lender's share of the applicable
     Committed Borrowing is not made available to the Administrative Agent by
     such Lender within three Business Days of the date such amount is made
     available to the Borrower, the Administrative Agent shall also be entitled
     to recover such amount with interest thereon at the rate per annum
     applicable to Base Rate Loans hereunder, on


                                       45



     demand, from the Borrower. If the Borrower and such Lender shall pay such
     interest to the Administrative Agent for the same or an overlapping period,
     the Administrative Agent shall promptly remit to the Borrower the amount of
     such interest paid by the Borrower for such period. If such Lender pays its
     share of the applicable Committed Borrowing to the Administrative Agent,
     then the amount so paid shall constitute such Lender's Committed Loan
     included in such Committed Borrowing. Any payment by the Borrower shall be
     without prejudice to any claim the Borrower may have against a Lender that
     shall have failed to make such payment to the Administrative Agent.

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

          A notice of the Administrative Agent to any Lender or the Borrower
     with respect to any amount owing under this subsection (b) shall be
     conclusive, absent manifest error.

     (c) Failure to Satisfy Conditions Precedent. If any Lender makes available
to the Administrative Agent funds for any Loan to be made by such Lender as
provided in the foregoing provisions of this Article II, and such funds are not
made available to the Borrower by the Administrative Agent because the
conditions to the applicable Credit Extension set forth in Article V are not
satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall promptly return such funds (in like funds as received from such
Lender) to such Lender, without interest.

     (d) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Committed Loans, to fund participations in Letters of Credit
and Swing Line Loans and to make payments pursuant to Section 11.04(c) are
several and not joint. The failure of any Lender to make any Committed Loan, to
fund any such participation or to make any payment under Section 11.04(c) on any
date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Committed Loan, to purchase its
participation or to make its payment under Section 11.04(c).

     (e) Funding Source. Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any


                                       46



Lender that it has obtained or will obtain the funds for any Loan in any
particular place or manner.

2.13 SHARING OF PAYMENTS BY LENDERS.

     If any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
the Committed Loans made by it, or the participations in L/C Obligations or in
Swing Line Loans held by it resulting in such Lender's receiving payment of a
proportion of the aggregate amount of such Committed Loans or participations and
accrued interest thereon greater than its pro rata share thereof as provided
herein, then the Lender receiving such greater proportion shall (a) notify the
Administrative Agent of such fact, and (b) purchase (for cash at face value)
participations in the Committed Loans and subparticipations in L/C Obligations
and Swing Line Loans of the other Lenders, or make such other adjustments as
shall be equitable, so that the benefit of all such payments shall be shared by
the Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Committed Loans and other amounts owing
them, provided that:

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

          (ii) the provisions of this Section shall not be construed to apply to
     (x) any payment made by the Borrower pursuant to and in accordance with the
     express terms of this Agreement or (y) any payment obtained by a Lender as
     consideration for the assignment of or sale of a participation in any of
     its Committed Loans or subparticipations in L/C Obligations or Swing Line
     Loans to any assignee or participant, other than to the Borrower or any
     Subsidiary thereof (as to which the provisions of this Section shall
     apply).

     Each Loan Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.

                                  ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 TAXES.

     (a) Payments Free of Taxes. Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Loan Document shall be
made free and clear of and without reduction or withholding for any Indemnified
Taxes or Other Taxes, provided that if the Borrower shall be required by
applicable law to deduct any Indemnified Taxes or Other Taxes from such
payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to


                                       47



additional sums payable under this Section 3.01) the Administrative Agent,
Lender or an L/C Issuer, as the case may be, receives an amount equal to the sum
it would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall timely pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.

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

     (c) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent, each Lender and each L/C Issuer, within 10 days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section 3.01) paid by the
Administrative Agent, such Lender or such L/C Issuer, as the case may be, and
any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent),
or by the Administrative Agent on its own behalf or on behalf of a Lender or an
L/C Issuer, shall be conclusive absent manifest error.

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

     (e) Status of Lenders. Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
the Borrower is resident for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Loan Document shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably
requested by the Borrower or the Administrative Agent, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, the Administrative Agent or any L/C Issuer, if requested
by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable law or reasonably requested by the
Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender, the Administrative
Agent or such L/C Issuer is subject to backup withholding or information
reporting requirements. Each Lender, the Administrative Agent or any L/C Issuer
shall promptly notify the Borrower at any time it determines that it is no
longer in a position to provide any previously delivered certificate or form.

     Without limiting the generality of the foregoing, in the event that the
Borrower is resident for tax purposes in the United States, any Foreign Lender
shall deliver to the Borrower and the Administrative Agent (in such number of
copies as shall be requested by the recipient) on or


                                       48



prior to the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the request of the Borrower or
the Administrative Agent, but only if such Foreign Lender is legally entitled to
do so), whichever of the following is applicable:

          (i) properly completed and duly executed copies of Internal Revenue
     Service Form W-8BEN (or any subsequent versions thereof or successors
     thereto) claiming eligibility for benefits of an income tax treaty to which
     the United States is a party,

          (ii) properly completed and duly executed copies of Internal Revenue
     Service Form W-8ECI (or any subsequent versions thereof or successors
     thereto) claiming an exemption for effectively connected income,

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

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

     (f) Treatment of Certain Refunds. If the Administrative Agent, any Lender
or any L/C Issuer determines, in its sole discretion exercised in good faith,
that it has received a refund of any Taxes or Other Taxes as to which it has
been indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 3.01, it shall pay to the Borrower
an amount equal to such refund (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section 3.01 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all out
of pocket expenses of the Administrative Agent, such Lender or such L/C Issuer,
as the case may be, and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund), provided that the
Borrower, upon the request of the Administrative Agent, such Lender or such L/C
Issuer, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or such L/C Issuer in the
event the Administrative Agent, such Lender or such L/C Issuer is required to
repay such refund to such Governmental Authority. This subsection shall not be
construed to require the Administrative Agent, any Lender or such L/C Issuer to
make available its tax returns (or any other information relating to its taxes
that it deems confidential) to the Borrower or any other Person.


                                       49



3.02 ILLEGALITY.

     If any Lender determines that as a result of any Change in Law it becomes
unlawful, or any Governmental Authority asserts that it is unlawful, for any
Lender or its applicable Lending Office to make, maintain or fund Eurodollar
Rate Loans, or to determine or charge interest rates based upon the Eurodollar
Rate, or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, Dollars in
the London interbank market, then, on notice thereof by such Lender to the
Borrower through the Administrative Agent, any obligation of such Lender to make
or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to
Eurodollar Rate Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, the Borrower shall,
upon demand from such Lender (with a copy to the Administrative Agent), convert
all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last
day of the Interest Period therefor, if such Lender may lawfully continue to
maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender
may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such
prepayment or conversion, the Borrower shall also pay accrued interest on the
amount so prepaid or converted.

3.03 INABILITY TO DETERMINE RATES.

     If the Required Lenders determine that for any reason in connection with
any request for a Eurodollar Rate Loan or a conversion to or continuation
thereof that (a) adequate and reasonable means do not exist for determining the
Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan or (b) the Eurodollar Rate for any requested Interest
Period with respect to a proposed Eurodollar Rate Loan does not adequately and
fairly reflect the cost to such Lenders of funding such Loan, the Administrative
Agent will promptly so notify the Borrower and each Lender. Thereafter, the
obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be
suspended until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Borrower may
revoke any pending request for a Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or, failing that, will be deemed to have converted such
request into a request for a Committed Borrowing of Base Rate Loans in the
amount specified therein.

3.04 INCREASED COSTS; RESERVES ON EURODOLLAR RATE LOANS.

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

          (i) impose, modify or deem applicable any reserve, special deposit,
     compulsory loan, insurance charge or similar requirement against assets of,
     deposits with or for the account of, or credit extended or participated in
     by, any Lender (except any reserve requirement contemplated by Section
     3.04(e)) or any L/C Issuer;

          (ii) subject any Lender or any L/C Issuer to any tax of any kind
     whatsoever with respect to this Agreement, any Letter of Credit, any
     participation in a Letter of Credit or any Eurodollar Rate Loan made by it,
     or change the basis of taxation of payments to such Lender or any L/C
     Issuer in respect thereof (except for Indemnified


                                       50



     Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any
     change in the rate of, any Excluded Tax payable by such Lender or such L/C
     Issuer); or

          (iii) impose on any Lender or any L/C Issuer or any other condition,
     cost or expense affecting this Agreement or Eurodollar Rate Loans made by
     such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender, by an amount which such Lender deems to be material in its sole
discretion, of making or maintaining any Eurodollar Rate Loan (or of maintaining
its obligation to make any such Loan), or to increase the cost to such Lender or
such L/C Issuer of participating in, issuing or maintaining any Letter of Credit
(or of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or such L/C Issuer hereunder (whether of principal, interest or any other
amount) then, upon request of such Lender or such L/C Issuer, the Borrower will
pay to such Lender or such L/C Issuer, as the case may be, such additional
amount or amounts as will compensate such Lender or such L/C Issuer, as the case
may be, for such additional costs incurred or reduction suffered. If any Lender
becomes entitled to claim any additional amounts pursuant to this subsection, it
shall promptly notify the Borrower, through the Administrative Agent, of the
event by reason of which it has become so entitled. If the Borrower so notifies
the Administrative Agent within five Business Days after any Lender notifies the
Borrower of any increased cost pursuant to the foregoing provisions of this
Section, the Borrower may convert all Eurodollar Rate Loans of such Lender then
outstanding into Base Rate Loans in accordance with the terms hereof.

     (b) Capital Requirements. If any Lender or any L/C Issuer determines that
any Change in Law affecting such Lender or such L/C Issuer or any Lending Office
of such Lender or such Lender's or such L/C Issuer's holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or such L/C Issuer's capital or on the capital of
such Lender's or such L/C Issuer's holding company, if any, as a consequence of
this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit or Loans held by, such Lender, or the
Letters of Credit issued by such L/C Issuer, to a level below that which such
Lender or such L/C Issuer or such Lender's or such L/C Issuer's holding company
could have achieved but for such Change in Law (taking into consideration such
Lender's or such L/C Issuer's policies and the policies of such Lender's or such
L/C Issuer's holding company with respect to capital adequacy), by an amount
deemed by such Lender be material in its sole discretion, then from time to time
the Borrower will pay to such Lender or such L/C Issuer, as the case may be,
such additional amount or amounts as will compensate such Lender or such L/C
Issuer or such Lender's or such L/C Issuer's holding company for any such
reduction suffered.

     (c) Certificates for Reimbursement. A certificate of a Lender or an L/C
Issuer setting forth the amount or amounts necessary to compensate such Lender
or such L/C Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section, showing the calculation thereof, in
reasonable detail, and delivered to the Borrower shall be conclusive absent
manifest error. The Borrower shall pay such Lender or such L/C Issuer, as the
case may be, the amount shown as due on any such certificate within 10 days
after receipt thereof.


                                       51



     (d) Delay in Requests. Failure or delay on the part of any Lender or any
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender's or such L/C Issuer's
right to demand such compensation, provided that the Borrower shall not be
required to compensate a Lender or an L/C Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions
suffered more than 120 days prior to the date that such Lender or such L/C
Issuer, as the case may be, notifies the Borrower of the Change in Law giving
rise to such increased costs or reductions and of such Lender's or such L/C
Issuer's intention to claim compensation therefor (except that, if the Change in
Law giving rise to such increased costs or reductions is retroactive, then the
120-day period referred to above shall be extended to include the period of
retroactive effect thereof).

     (e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each
Lender, as long as such Lender shall be required to maintain reserves with
respect to liabilities or assets consisting of or including Eurocurrency funds
or deposits (currently known as "Eurocurrency liabilities"), additional interest
on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual
costs of such reserves allocated to such Loan by such Lender (as determined by
such Lender in good faith, which determination shall be conclusive), which shall
be due and payable on each date on which interest is payable on such Loan,
provided the Borrower shall have received at least ten (10) days' prior notice
(with a copy to the Administrative Agent) of such additional interest from such
Lender. If a Lender fails to give notice ten (10) days prior to the relevant
Interest Payment Date, such additional interest shall be due and payable ten
(10) days from receipt of such notice.

3.05 COMPENSATION FOR LOSSES.

     Upon demand of any Lender (with a copy to the Administrative Agent) from
time to time, the Borrower shall promptly compensate such Lender for and hold
such Lender harmless from any loss, cost or expense incurred by it as a result
of:

          (a) any continuation, conversion, payment or prepayment of any
     Eurodollar Loan on a day other than the last day of the Interest Period for
     such Loan (whether voluntary, mandatory, automatic, by reason of
     acceleration, or otherwise);

          (b) any failure by the Borrower (for a reason other than the failure
     of such Lender to make a Loan) to prepay, borrow, continue or convert any
     Eurodollar Loan on the date or in the amount notified by the Borrower; or

          (c) any assignment of a Eurodollar Rate Loan on a day other than the
     last day of the Interest Period therefor as a result of a request by the
     Borrower pursuant to Section 11.13;

     including any loss or expense (but excluding loss of margin) arising from
     the liquidation or reemployment of funds obtained by it to maintain such
     Loan or from fees payable to terminate the deposits from which such funds
     were obtained. Such indemnification under this Section 3.05 may include an
     amount equal to the excess, if any, of (i) the amount of interest which
     would have accrued on the amount so prepaid, or not so borrowed, converted
     or continued, for the period from the date of such prepayment or of such
     failure


                                       52



     to borrow, convert or continue to the last day of such Interest Period (or,
     in the case of a failure to borrow, convert or continue, the Interest
     Period that would have commenced on the date of such failure) in each case
     at the applicable rate of interest for such Loans provided for herein (but
     excluding loss of margin) over (ii) the amount of interest (as reasonably
     determined by such Lender) which would have accrued to such Lender on such
     amount by placing such amount on deposit for a comparable period with
     leading banks in the interbank eurodollar market. Each Lender claiming any
     payment pursuant to this Section 3.05 shall do so by giving notice thereof
     to the Borrower and the Administrative Agent (showing calculation of the
     amount claimed in reasonable detail) within 60 Business Days after a
     failure to borrow, convert or continue Eurodollar Rate Loans, or to prepay,
     after notice or after a prepayment of Eurodollar Rate Loans on a day which
     is not the last day of an Interest Period therefor.

3.06 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

     (a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 3.04, or 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 3.01, or if any Lender gives a notice pursuant to
Section 3.02, then such Lender shall use reasonable efforts to designate a
different Lending Office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the reasonable judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section
3.01 or 3.04, as the case may be, in the future, or eliminate the need for the
notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

     (b) Replacement of Lenders. If any Lender requests compensation under
Section 3.04, 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
Sections 3.01, 3.02 or 3.04, the Borrower may replace such Lender in accordance
with Section 11.13.

3.07 SURVIVAL.

     All of the Borrower's obligations under this Section 3.01, 3.02 and 3.05
shall survive termination of the Aggregate Revolving Commitments and repayment
of all other Obligations hereunder.

                                   ARTICLE IV
                                    GUARANTY

4.01 THE GUARANTY.

     Each of the Guarantors hereby jointly and severally guarantees to each
Lender, each Affiliate of a Lender that enters into a Swap Contract or a
Treasury Management Agreement, and the Administrative Agent as hereinafter
provided, as primary obligor and not as surety, the prompt payment of the
Obligations in full when due (whether at stated maturity, as a mandatory


                                       53



prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
strictly in accordance with the terms thereof. The Guarantors hereby further
agree that if any of the Obligations are not paid in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise), the Guarantors will, jointly and severally,
promptly pay the same, without any demand or notice whatsoever, and that in the
case of any extension of time of payment or renewal of any of the Obligations,
the same will be promptly paid in full when due (whether at extended maturity,
as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise) in accordance with the terms of such extension
or renewal.

     Notwithstanding any provision to the contrary contained herein or in any
other of the Loan Documents or Swap Contracts or Treasury Management Agreements,
the obligations of each Guarantor under this Agreement and the other Loan
Documents shall be limited to an aggregate amount equal to the largest amount
that would not render such obligations subject to avoidance under the Debtor
Relief Laws or any comparable provisions of any applicable state law.

4.02 OBLIGATIONS UNCONDITIONAL.

     The obligations of the Guarantors under Section 4.01 are joint and several,
absolute and unconditional, irrespective of the value, genuineness, validity,
regularity or enforceability of any of the Loan Documents, Swap Contracts or
Treasury Management Agreements, or any other agreement or instrument referred to
therein, or any substitution, release, impairment or exchange of any other
guarantee of or security for any of the Obligations, and, to the fullest extent
permitted by applicable law, irrespective of any other circumstance whatsoever
which might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, it being the intent of this Section 4.02 that the
obligations of the Guarantors hereunder shall be absolute and unconditional
under any and all circumstances. Each Guarantor agrees that such Guarantor shall
have no right of subrogation, indemnity, reimbursement or contribution against
the Borrower or any other Guarantor for amounts paid under this Article IV until
such time as the Obligations have been Fully Satisfied. Without limiting the
generality of the foregoing, it is agreed that, to the fullest extent permitted
by law, the occurrence of any one or more of the following shall not alter or
impair the liability of any Guarantor hereunder which shall remain absolute and
unconditional as described above:

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

          (b) any of the acts mentioned in any of the provisions of any of the
     Loan Documents, any Swap Contract or any Treasury Management Agreement
     between the Borrower or any of its Subsidiaries and any Lender, or any
     Affiliate of a Lender, or any other agreement or instrument referred to in
     the Loan Documents or such Swap Contracts shall be done or omitted;

          (c) the maturity of any of the Obligations shall be accelerated, or
     any of the Obligations shall be modified, supplemented or amended in any
     respect, or any right


                                       54



     under any of the Loan Documents, any Swap Contract or any Treasury
     Management Agreement between the Borrower or any of its Subsidiaries and
     any Lender, or any Affiliate of a Lender, or any other agreement or
     instrument referred to in the Loan Documents or such Swap Contracts or such
     Treasury Management Agreements shall be waived or any other guarantee of
     any of the Obligations or any security therefor shall be released, impaired
     or exchanged in whole or in part or otherwise dealt with;

          (d) any Lien granted to, or in favor of, the Administrative Agent or
     any Lender or Lenders as security for any of the Obligations shall fail to
     attach or be perfected; or

          (e) any of the Obligations shall be determined to be void or voidable
     (including, without limitation, for the benefit of any creditor of any
     Guarantor) or shall be subordinated to the claims of any Person (including,
     without limitation, any creditor of any Guarantor).

     With respect to its obligations hereunder, each Guarantor hereby expressly
waives diligence, presentment, demand of payment, protest and all notices
whatsoever, and any requirement that the Administrative Agent or any Lender
exhaust any right, power or remedy or proceed against any Person under any of
the Loan Documents, any Swap Contract or any Treasury Management Agreement
between the Borrower or any of its Subsidiaries and any Lender, or any Affiliate
of a Lender, or any other agreement or instrument referred to in the Loan
Documents or such Swap Contracts or such Treasury Management Agreements, or
against any other Person under any other guarantee of, or security for, any of
the Obligations.

4.03 REINSTATEMENT.

     The obligations of the Guarantors under this Article IV shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Obligations is rescinded or must be
otherwise restored by any holder of any of the Obligations, whether as a result
of any proceedings in bankruptcy or reorganization or otherwise, and each
Guarantor agrees that it will indemnify the Administrative Agent and each Lender
on demand for all reasonable costs and expenses (including, without limitation,
fees and expenses of counsel) incurred by the Administrative Agent or such
Lender in connection with such rescission or restoration, including any such
costs and expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law.

4.04 CERTAIN ADDITIONAL WAIVERS.

     Each Guarantor agrees that such Guarantor shall have no right of recourse
to security for the Obligations, except through the exercise of rights of
subrogation pursuant to Section 4.02 and through the exercise of rights of
contribution pursuant to Section 4.06.

4.05 REMEDIES.

     The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand,


                                       55



the Obligations may be declared to be forthwith due and payable as provided in
Section 9.02 (and shall be deemed to have become automatically due and payable
in the circumstances provided in said Section 9.02) for purposes of Section 4.01
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or preventing the Obligations from becoming automatically due and
payable) as against any other Person and that, in the event of such declaration
(or the Obligations being deemed to have become automatically due and payable),
the Obligations (whether or not due and payable by any other Person) shall
forthwith become due and payable by the Guarantors for purposes of Section 4.01.
The Guarantors acknowledge and agree that their obligations hereunder may be
secured in accordance with the terms of the Collateral Documents and that the
Lenders may exercise their remedies thereunder in accordance with the terms
thereof.

4.06 RIGHTS OF CONTRIBUTION.

     The Guarantors hereby agree as among themselves that, in connection with
payments made hereunder, each Guarantor shall have a right of contribution from
each other Guarantor in accordance with applicable Law. Such contribution rights
shall be subordinate and subject in right of payment to the Obligations until
such time as the Obligations have been Fully Satisfied, and none of the
Guarantors shall exercise any such contribution rights until the Obligations
have been Fully Satisfied.

4.07 GUARANTEE OF PAYMENT; CONTINUING GUARANTEE.

     The guarantee in this Article IV is a guaranty of payment and not of
collection, is a continuing guarantee, and shall apply to all Obligations
whenever arising.

                                   ARTICLE V
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

5.01 CONDITIONS OF INITIAL CREDIT EXTENSION.

     The obligation of any L/C Issuer and each Lender to make its initial Credit
Extension hereunder is subject to satisfaction of the following conditions
precedent:

          (a) Receipt by the Administrative Agent of the following:

                    (i) executed counterparts of this Agreement and the other
               Loan Documents, each properly executed by a Responsible Officer
               of the signing Loan Party and, in the case of this Agreement, by
               each Lender holding a Term Loan Commitment and the requisite
               Lenders holding Revolving Commitments;

                    (ii) copies of the Organization Documents of each Loan Party
               certified to be true and complete as of a recent date by the
               appropriate Governmental Authority of the state or other
               jurisdiction of its incorporation or organization, where
               applicable, and certified by a secretary or assistant secretary
               of such Loan Party to be true and correct as of the Closing Date;


                                       56



                    (iii) such certificates of resolutions or other action,
               incumbency certificates and/or other certificates of Responsible
               Officers of each Loan Party as the Administrative Agent may
               require evidencing the identity, authority and capacity of each
               Responsible Officer thereof authorized to act as a Responsible
               Officer in connection with this Agreement and the other Loan
               Documents to which such Loan Party is a party;

                    (iv) such documents and certifications as the Administrative
               Agent may reasonably require to evidence that each Loan Party is
               duly organized or formed, and that the Borrower and each Loan
               Party is validly existing, in good standing and qualified to
               engage in business in its jurisdiction of organization or
               formation;

                    (v) favorable opinions of Simpson Thacher and Bartlett LLP,
               special counsel to the Loan Parties and Christopher C. Cambria,
               Senior Vice President, General Counsel and Secretary of the
               Borrower and Holdings, each addressed to the Administrative Agent
               and each Lender;

                    (vi) a certificate signed by a Responsible Officer of the
               Borrower certifying (A) that there has been no event or
               circumstance since the date of the Audited Financial Statements
               that has had or could be reasonably expected to have, either
               individually or in the aggregate, a Material Adverse Effect and
               (B) the current Debt Ratings;

                    (vii) a certificate signed by a Responsible Officer of the
               Borrower certifying that the conditions specified in Sections
               5.02(a) and (b) have been satisfied;

                    (viii) a copy of the filed merger certificate evidencing the
               merger of Saturn VI Acquisition Corp. into The Titan Corporation;

                    (ix) a copy of the Titan Purchase Agreement and such other
               material documents executed or delivered in connection therewith
               as may be reasonably requested by the Administrative Agent; and

                    (x) unless otherwise agreed by the Administrative Agent, (A)
               the results of a recent search, by a Person satisfactory to the
               Administrative Agent, of all effective Uniform Commercial Code
               financing statements (or equivalent filings) made with respect to
               any personal or mixed property of each Loan Party in the
               jurisdiction of organization of such Loan Party, together with
               copies of all such filings disclosed by such search, and (B)
               Uniform Commercial Code termination statements (or similar
               documents) for filing in all applicable jurisdictions as may be
               necessary to terminate any effective Uniform Commercial Code
               financing statements (or equivalent filings) disclosed in such
               search (other than any such financing statements in respect of
               Permitted Liens);


                                       57



          (b) Any fees required to be paid pursuant to Section 2.09 on or before
     the Closing Date shall have been paid.

          (c) Unless waived by the Administrative Agent, the Borrower shall have
     paid all fees, charges and disbursements of counsel to the Administrative
     Agent to the extent invoiced prior to the Closing Date.

          (d) All material governmental and third party approvals necessary in
     connection with the Titan Acquisition and the financing contemplated hereby
     shall have been obtained and be in full force and effect, and all
     applicable waiting periods shall have expired without any action being
     taken or threatened by any competent authority that would restrain, prevent
     or otherwise impose material adverse conditions on the Titan Acquisition or
     the financing thereof.

          (e) The Borrower shall have availability under the Revolving
     Commitments of at least $400,000,000 immediately after giving effect to the
     Titan Acquisition.

          (f) The Indebtedness of The Titan Corporation and its Subsidiaries
     described on Schedule 5.01(f) shall have been repaid in full on terms and
     conditions reasonably satisfactory to the Administrative Agent.

          (g) The Titan Acquisition shall have been consummated in accordance
     with the Titan Purchase Agreement and all material conditions to the Titan
     Acquisition set forth in the Titan Purchase Agreement shall have been
     satisfied or the fulfillment of any such material conditions shall have
     been waived with the consent of Administrative Agent.

5.02 CONDITIONS TO ALL CREDIT EXTENSIONS.

     The obligation of each Lender and each L/C Issuer to honor any Request for
Credit Extension (other than a Committed Loan Notice requesting only a
conversion of Committed Loans to the other Type, or a continuation of Eurodollar
Rate Loans) is subject to the following conditions precedent:

          (a) The representations and warranties of the Borrower and each other
     Loan Party contained in Article VI or any other Loan Document, or which are
     contained in any document furnished at any time under or in connection
     herewith or therewith, shall be true and correct in all material respects
     on and as of the date of such Credit Extension, except to the extent that
     such representations and warranties specifically refer to an earlier date,
     in which case they shall be true and correct in all material respects as of
     such earlier date (it being understood that with respect to satisfaction of
     this condition precedent on the Closing Date, all such representations and
     warranties shall be deemed made both immediately before and immediately
     after giving effect to the Titan Acquisition, except the representation and
     warranty set forth in Section 6.05(b) which shall be deemed made only
     immediately before giving effect to the Titan Acquisition).

          (b) No Default or Event of Default shall exist, or would result from
     such proposed Credit Extension or from the application of the proceeds
     thereof.


                                       58



          (c) The Administrative Agent and, if applicable, the applicable L/C
     Issuer or the Swing Line Lender shall have received a Request for Credit
     Extension in accordance with the requirements hereof.

     Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed
to be a representation and warranty that the conditions specified in Sections
5.02(a) and (b) have been satisfied on and as of the date of the applicable
Credit Extension.

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Administrative Agent and the
Lenders (with respect to Holdings, only until such time as Holdings is merged
with and into the Borrower) that:

6.01 CORPORATE EXISTENCE; COMPLIANCE WITH LAW.

     (a) Each of Holdings and the Borrower is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization and
(b) each other Loan Party is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, except to the
extent that the failure to comply with this Section 6.01(b) would not cause the
Borrower and its Subsidiaries to be in violation of Section 7.09(d). Each of
Holdings, the Borrower and the other Loan Parties (i) has the corporate power
and authority, and the legal right, to own and operate its property, to lease
the property it operates as lessee and to conduct the business in which it is
currently engaged, (ii) is duly qualified as a foreign corporation and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification
and (iii) is in compliance with all Laws except in each case referred to in
clause (i), (ii) or (iii), to the extent that the failure to do so could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect.

6.02 CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

     Each of Holdings, the Borrower and its Subsidiaries has the corporate power
and authority, and the legal right, to make, deliver and perform the Loan
Documents to which it is a party and, in the case of the Borrower, to borrow
hereunder and has taken all necessary corporate action to authorize the
borrowings on the terms and conditions of this Agreement and to authorize the
execution, delivery and performance of such Loan Documents. No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
borrowings hereunder or with the execution, delivery, performance, validity or
enforceability of the Loan Documents to which the Borrower and each other Loan
Party is a party, except in each case for those consents or authorizations which
have been obtained on or prior to the Closing Date and filings and other actions
necessary to perfect the security interest in the Collateral after the
Collateral Effective Date, as required by Section 7.08 and 7.09. This Agreement
has been, and each other Loan Document will be, duly executed and delivered on
behalf of the Borrower and each other Loan Party. This Agreement constitutes,
and each other Loan Document to which it is a party when


                                       59



executed and delivered will constitute, a legal, valid and binding obligation of
each Loan Party thereto enforceable against each such Loan Party, as the case
may be, in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

6.03 NO LEGAL BAR.

     Except as could not reasonably be expected to, individually or in the
aggregate, have a Material Adverse Effect, the execution, delivery and
performance of each Loan Document, the borrowing and use of the proceeds of the
Loans and the consummation of the transactions contemplated by the Loan
Documents: (a) will not violate any Law or any Contractual Obligation applicable
to or binding upon Holdings, the Borrower or any Subsidiary of the Borrower or
any of their respective properties or assets and (b) will not result in the
creation or imposition of any Lien on any of its properties or assets pursuant
to any Law applicable to it or any of its Contractual Obligations, except for
the Liens arising under the Pledge Agreement. Each Credit Extension hereunder
constitutes "Senior Debt" under and, as defined in, the 2004 Indenture.

6.04 PURPOSE OF LOANS.

     The proceeds of the Revolving Loans shall be used by the Borrower (i) to
pay fees and expenses related to the preparation and negotiation of this
Agreement and the other Loan Documents, (ii) to refinance the Existing Credit
Agreement, (iii) for working capital, capital expenditures and other lawful
corporate purposes, including, without limitation, the making of Investments
permitted under Section 8.02 and (iv) to support the issuance of letters of
credit for lawful corporate purposes. The proceeds of the Term Loan shall be
used (i) to fund (in part) the Titan Acquisition, (ii) to refinance certain
Indebtedness of The Titan Corporation and its Subsidiaries and (iii) to pay fees
and expenses in connection therewith.

6.05 FINANCIAL CONDITION; NO CHANGE.

     (a) The audited consolidated balance sheets at December 31, 2004 and the
related statements of income and cash flows of Holdings and its Subsidiaries for
the fiscal year then ended, certified by PricewaterhouseCoopers L.L.P. have been
delivered to the Administrative Agent and the Lenders and have been prepared in
accordance with GAAP consistently applied throughout the periods covered (except
as disclosed therein and except, with respect to unaudited financial statements,
for the absence of footnotes and normal year-end audit adjustments) and present
fairly in all material respects the financial position of the Persons covered
thereby as at the dates thereof and the results of their operations and cash
flows for the periods then ended.

     (b) Since December 31, 2004, there has been no development, event or
circumstance which has had or could reasonably be expected to have a Material
Adverse Effect.


                                       60



6.06 NO MATERIAL LITIGATION.

     Except as set forth on Schedule 6.06, no litigation by, investigation by,
or proceeding of or before any arbitrator or any Governmental Authority is
pending or, to the knowledge of the Borrower, overtly threatened by or against
Holdings, the Borrower or any of its Subsidiaries or against any of its or their
respective properties or revenues with respect to any Loan Document or any of
the transactions contemplated hereby or thereby or which could reasonably be
expected to have a Material Adverse Effect. For the avoidance of doubt, if any
litigation, investigation or proceeding identified on Schedule 6.06 shall result
in a Material Adverse Effect, the Loan Parties hereby agree that the Lenders
shall be under no obligation to make any Loan and the L/C Issuers shall be under
no obligation to issue or extend any Letter of Credit hereunder.

6.07 NO DEFAULT.

     Neither Holdings, the Borrower nor any of its Subsidiaries is in default
under or with respect to any of its Contractual Obligations in any respect which
could reasonably be expected to have a Material Adverse Effect. No Default or
Event of Default has occurred and is continuing.

6.08 OWNERSHIP OF PROPERTY; LIENS.

     Each of Holdings, the Borrower and its Subsidiaries (a) has good record and
insurable title in fee simple to, or a valid leasehold interest in, all its real
property and (b) has good title to, or a valid leasehold interest in, all its
other property, except for such defects in title or interest as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

6.09 INTELLECTUAL PROPERTY.

     Each of Holdings, the Borrower and each of its Subsidiaries owns, or is
licensed to use, all trademarks, tradenames, copyrights, technology, know how
and processes necessary for the conduct of its business as currently conducted
except for those the failure to own or license which could not reasonably be
expected to have a Material Adverse Effect (the "Intellectual Property"). To the
best of the Borrower's knowledge, no claim has been asserted and is pending by
any Person challenging or questioning the use of any such Intellectual Property
or the validity or effectiveness of any such Intellectual Property, nor does the
Borrower know of any valid basis for any such claim which in either case could
reasonably be expected to have a Material Adverse Effect. The use of such
Intellectual Property by Holdings, the Borrower and its Subsidiaries does not
infringe on the rights of any Person, except for such claims and infringements
that, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.

6.10 ENVIRONMENTAL MATTERS.

     Except insofar as any exception to any of the following, or any aggregation
of such exceptions, is not reasonably likely to result in a Material Adverse
Effect:

     (a) The facilities and properties owned, leased or operated by Holdings,
the Borrower or any of its Subsidiaries (the "Properties") do not contain, and
have not previously contained,


                                       61



any Materials of Environmental Concern in amounts or concentrations which (i)
constitute or constituted a violation of, or (ii) could reasonably be expected
to give rise to liability under, any applicable Environmental Law.

     (b) None of Holdings, the Borrower nor any of its Subsidiaries has received
any written notice of violation, alleged violation, non compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business, nor
does the Borrower have knowledge or reason to believe that any such notice will
be received or is being threatened.

     (c) 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
which could reasonably be expected to give rise to liability under, any
applicable Environmental Law, nor have any Materials of Environmental Concern
been generated, treated, stored or disposed of at, on or under any of the
Properties in violation of, or in a manner that could reasonably be expected to
give rise to liability under, any applicable Environmental Law.

     (d) No judicial proceeding or governmental or administrative action is
pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which Holdings, the Borrower or any Subsidiary is or, to
the knowledge of the Borrower, will be named as a party or 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.

     (e) 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 Holdings, the Borrower 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 reasonably give rise to liability under any
applicable Environmental Laws.

     (f) The Properties and all operations at the Properties are in compliance,
and have in the last 3 years been in compliance, in all material respects with
all applicable Environmental Laws, and there is no contamination at, under or
about the Properties or violation of any applicable Environmental Law with
respect to the Properties or the business operated by Holdings, the Borrower or
any of its Subsidiaries (the "Business") which could materially interfere with
the continued operation of the Properties or materially impair the fair saleable
value thereof.

     (g) Holdings, the Borrower and its Subsidiaries hold and are in compliance
with all Environmental Permits necessary for their operations.

6.11 TAXES.

     Each of Holdings, the Borrower and its Subsidiaries has filed or caused to
be filed all material tax returns which, to the knowledge of the Borrower, are
required to be filed and has paid all taxes shown to be due and payable on said
returns or on any material assessments made against it or any of its property
(other than any the amount or validity of which are currently


                                       62



being contested in good faith by appropriate proceedings and with respect to
which reserves in conformity with GAAP have been provided on the books of
Holdings, the Borrower or its Subsidiaries, as the case may be); no material tax
Lien has been filed, and, to the knowledge of the Borrower, no claim is being
asserted, with respect to any material tax, fee or other charge.

6.12 ERISA.

     (a) Except as could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect, (i) no Reportable Event has
occurred with respect to any Single Employer Plan; (ii) all contributions
required to be made with respect to a Plan have been timely made; (iii) none of
Holdings, the Borrower nor any ERISA Affiliate has incurred any material
liability to or on account of a Plan that remains unsatisfied pursuant to
Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of
ERISA or Section 401(a)(29), 4971, 4975 or 4980 of the Code or reasonably
expects to incur any liability (including any indirect, contingent or secondary
liability) under any of the foregoing Sections with respect to any Plan; (iv) no
termination of, or institution of proceedings to terminate or appoint a trustee
to administer, a Single Employer Plan has occurred; (v) each Plan has complied
with the applicable provisions of ERISA and the Code (except that with respect
to any Multiemployer Plan, such representation is deemed made only to the
knowledge of the Borrower) and (vi) no "accumulated funding deficiency" (within
the meaning of Section 412 of the Code or Section 302 of ERISA), extension of
any amortization period (within the meaning of Section 412 of the Code) or Lien
in favor of the PBGC or a Single Employer Plan has arisen or has occurred during
the five year period prior to the date on which this representation is made or
deemed made with respect to any Single Employer Plan.

     (b) Neither Holdings, the Borrower nor any ERISA Affiliate has had a
complete or partial withdrawal from any Multiemployer Plan for which there is
any outstanding material liability, and neither Holdings, the Borrower nor any
ERISA Affiliate would become subject to any liability under ERISA if Holdings,
the Borrower or any such ERISA Affiliate were to withdraw completely from all
Multiemployer Plans as of the valuation date most closely preceding the date on
which this representation is made or deemed made in an amount which would be
reasonably likely to have a Material Adverse Effect. To the knowledge of the
Borrower, no Multiemployer Plan is in Reorganization or Insolvent except to the
extent that any such event could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

6.13 SUBSIDIARIES.

     The Domestic Subsidiaries of the Borrower and their respective
jurisdictions of incorporation on the Closing Date shall be as set forth on
Schedule 6.13. The exact legal name of each Loan Party is as set forth on the
signature pages hereto.

6.14 FEDERAL REGULATIONS; INVESTMENT COMPANY ACT; OTHER REGULATIONS.

     (a) No part of the proceeds of any Loans will be used for "purchasing" or
"carrying" any "margin stock" within the respective meanings of each of the
quoted terms under Regulation


                                       63



U of the Board of Governors of the Federal Reserve System as now and from time
to time hereafter in effect.

     (b) None of Holdings, the Borrower or any of its Subsidiaries is an
"investment company," or a company "controlled" by an "investment company,"
within the meaning of the Investment Company Act of 1940, as amended. None of
Holdings, the Borrower or any of its Subsidiaries is subject to regulation under
any Federal or State statute or regulation (other than Regulation X of the Board
of Governors of the Federal Reserve System) which limits its ability to incur
the types of Indebtedness comprising the Obligations.

6.15 COLLATERAL DOCUMENTS.

     Upon the execution and delivery thereof by the parties thereto, the Pledge
Agreement will be effective to create in favor of the Administrative Agent, for
the ratable benefit of the Lenders, a legal, valid and enforceable security
interest in the pledged stock described therein and, when stock certificates
representing or constituting the pledged stock described therein are delivered
to the Administrative Agent, together with undated stock powers executed in
blank therefor, such security interest shall, subject to the existence of
Permitted Liens, constitute a perfected first lien on, and security interest in,
all right, title and interest of the pledgor party thereto in the pledged stock
described therein.

6.16 ACCURACY AND COMPLETENESS OF INFORMATION.

     Neither (a) the Confidential Information Memorandum nor (b) any other
information, report, financial statement, exhibit or schedule furnished in
writing by or on behalf of the Borrower to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement or included herein
or delivered pursuant hereto contained, contains or will contain any material
misstatement of fact or omitted, omits or will omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were, are or will be made, not materially misleading; provided
that to the extent any such information, report, financial statement, exhibit or
schedule was based upon or constitutes a forecast or projection, the Borrower
represents only that it acted in good faith and utilized reasonable assumptions
and due care in the preparation of such information, report, financial
statement, exhibit or schedule.

6.17 LABOR MATTERS.

     There are no strikes pending or, to the Borrower's knowledge, overtly
threatened against Holdings, the Borrower or any of its Subsidiaries which,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. The hours worked and payments made to employees of
Holdings, the Borrower and each of its Subsidiaries (and their predecessors)
have not been in violation of the Fair Labor Standards Act or any other
applicable Law, except to the extent such violations could not, or in the
aggregate, be reasonably expected to have a Material Adverse Effect.


                                       64



                                   ARTICLE VII
                              AFFIRMATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall, and shall (except in the
case of the covenants set forth in Sections 7.01, 7.02, and 7.03) cause each
Subsidiary to:

7.01 FINANCIAL STATEMENTS.

     The Borrower will deliver to the Administrative Agent, whether or not the
Borrower has a class of securities registered under the Exchange Act, (i) within
90 days after the end of each fiscal year of the Borrower, the annual reports
and (ii) within 45 days after the end of each fiscal quarter of the Borrower,
quarterly reports (including with respect to the fourth quarter of each fiscal
year) that the Borrower would be required to file if the Borrower were subject
to section 13(a) or 15(d) of the Exchange Act; provided, that any reports
required to be delivered pursuant to this Section 7.01 which are made available
on EDGAR or any successor system of the SEC shall be deemed delivered when so
made available.

     All such financial reports shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by the accountants or officer auditing or preparing
such financial reports, as the case may be, and disclosed therein) and, in the
case of quarterly reports, subject to year-end audit adjustments and footnote
disclosures.

7.02 CERTIFICATES; OTHER INFORMATION.

     Deliver to the Administrative Agent (who will make available to the
Lenders), in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

          (a) within five days after the date on which Borrower delivers the
     annual financial statements required by Section 7.01, a certificate of its
     independent certified public accountants certifying such financial
     statements without material qualification;

          (b) within five days after the delivery of the financial statements
     required by Section 7.01, a certificate signed by a Responsible Officer of
     the Borrower (i) stating that, to the best of such Responsible Officer's
     knowledge, during such period (A) no Subsidiary has been formed or acquired
     (or, if any such Subsidiary has been formed or acquired, the Borrower has
     complied with the requirements of Section 7.09 with respect thereto) and
     (B) such Responsible Officer has obtained no knowledge of any Default or
     Event of Default except as specified in such certificate, (ii) setting
     forth, in the form of the Compliance Certificate, the computation of the
     financial covenants in Section 8.08 as of the last day of the fiscal
     quarter most recently ended and (iii) setting forth the amount of
     Restricted Payments which the Borrower or any Subsidiary would be permitted
     to make pursuant to Section 8.06(f) as of the end of the fiscal quarter
     covered by such financial statements;


                                       65



          (c) promptly, after their becoming available, copies of all proxy
     statements and all registration statements filed by the Borrower or
     Holdings under the Securities Act of 1933, as amended (other than
     registration statements on Form S-8 or any registration statement filed in
     connection with a dividend reinvestment plan), and regular and periodic
     reports, if any, which the Borrower or Holdings shall have filed with the
     SEC (or any governmental agency or agencies substituted therefore) under
     Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as
     amended, or with any national securities exchange (other than those which
     have already been delivered pursuant to Section 7.01 or on Form 11-K or any
     successor form); provided, that documents required to be delivered under
     this clause (c) which are made available on the internet via the EDGAR, or
     any successor, system of the SEC shall be deemed delivered when made so
     available; and

          (d) promptly, such additional information regarding the business,
     financial or corporate affairs of the Borrower or any Subsidiary, or
     compliance with the terms of the Loan Documents, as the Administrative
     Agent or any Lender may from time to time reasonably request.

     The Lenders agree that the documents required to be delivered by the
Borrower to the Administrative Agent pursuant to Section 7.01 may be delivered
by the Administrative Agent to the Lenders electronically and shall be deemed to
have been delivered by the Administrative Agent to the Lenders on the date on
which such documents are posted by the Administrative Agent on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third party website or whether sponsored by the
Administrative Agent).

7.03 NOTICES.

     (a) Promptly upon any Responsible Officer of the Borrower obtaining
knowledge of any of the following, furnish to the Administrative Agent written
notice of the following:

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

          (ii) the filing or commencement of any action, suit or proceeding,
     whether at law or in equity or by or before any Governmental Authority,
     against Holdings or any of its Subsidiaries that could reasonably be
     expected to result in a Material Adverse Effect; and

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

     (b) Notify the Administrative Agent of any material change in accounting
policies or financial reporting practices by Holdings, the Borrower or any
Subsidiary concurrently with the delivery of the financial statements required
hereunder first affected by such change.

     The Administrative Agent agrees that it will promptly send to the Lenders
any written notice received by the Administrative Agent pursuant to Section
7.03(a) or (b).


                                       66



7.04 PAYMENT OF TAXES AND MATERIAL OBLIGATIONS.

     Pay, discharge or otherwise satisfy at or before maturity or before they
become delinquent, as the case may be, all its (a) material taxes, fees,
assessments, and other governmental charges and (b) other obligations of
whatever nature, except where the amount or validity thereof is currently being
contested in good faith by appropriate proceedings and reserves in conformity
with GAAP with respect thereto have been provided on the books of the Borrower
or its Subsidiaries, as the case may be, except in the case of clause (b), to
the extent any failure to pay, discharge or otherwise satisfy could not
reasonably be expected to have a Material Adverse Effect.

7.05 CONDUCT OF BUSINESS; MAINTENANCE OF EXISTENCE AND PROPERTY; COMPLIANCE WITH
     LAW.

     Except as not prohibited by Sections 8.04 and 8.05, (a) continue to engage
in business of the same general type as now conducted by it and/or any Similar
Business; (b) with respect to Holdings and the Borrower (and with respect to the
other Loan Parties, to the extent necessary to stay in compliance with Section
7.09(d)), preserve, renew and keep in full force and effect its corporate
existence; (c) take all reasonable action to maintain all rights, privileges and
franchises necessary or desirable in the normal conduct of its business except
if (i) in the reasonable business judgment of the Borrower or such Subsidiary,
as the case may be, it is in its best economic interest not to preserve and
maintain such rights, privileges or franchises, and (ii) such failure to
preserve and maintain such privileges, rights or franchises could not reasonably
be expected to have a Material Adverse Effect; (d) keep all property useful and
necessary in its business in good working order and condition (ordinary wear and
tear and damage by fire and/or other casualty or taking by condemnation
excepted) except to the extent that the failure to do so could not, in the
aggregate, be reasonably expected to have a Material Adverse Effect; and (e)
comply with all Contractual Obligations and applicable Laws except to the extent
that the failure to comply therewith could not, in the aggregate, be reasonably
expected to have a Material Adverse Effect.

7.06 MAINTENANCE OF INSURANCE.

     The Borrower will maintain for itself and its Subsidiaries, with
financially sound and reputable insurance companies, insurance in such amounts
and against such risks as are customarily maintained by companies of similar
stature engaged in the same or similar businesses operating in the same or
similar locations.

7.07 INSPECTION OF PROPERTY; BOOKS AND RECORDS.

     Keep proper books of records and account in which full, true and correct
entries in conformity with GAAP and with all applicable Law in all material
respects shall be made of all dealings and transactions in relation to its
business and activities; and permit representatives of any Lender to visit and
inspect any of its properties and examine and make abstracts from any of its
books and records (except to the extent any such


                                       67



access is restricted by a Law) (and shall cause Holdings to permit
representatives of any Lender to visit and inspect any of its properties and
examine and make abstracts from any of its books and records (except to the
extent any such access is restricted by a Law)) at any reasonable time on a
Business Day and as often as may reasonably be desired and to discuss the
business, operations, properties and financial and other condition of Holdings,
the Borrower and its Subsidiaries with officers and employees of Holdings, the
Borrower and its Subsidiaries and with its independent certified public
accountants; provided that the Administrative Agent or such Lender shall notify
the Borrower prior to any contact with such accountants and give the Borrower
the opportunity to participate in such discussions; provided, further, that the
Borrower shall notify the Administrative Agent of any such visits, inspections
or discussions prior to each occurrence thereof.

7.08 PLEDGED ASSETS.

     (a) Within forty-five (45) Business Days following the Collateral Effective
Date, the Loan Parties shall execute and deliver to the Administrative Agent the
Pledge Agreement (which shall provide for pledge by each Loan Party of 100% of
the issued and outstanding Equity Interests in each of its Wholly Owned
Subsidiaries that are Domestic Subsidiaries (other than Immaterial Subsidiaries)
and 65% of the total combined voting power of the Equity Interests in each of
its first tier Wholly Owned Subsidiaries that are Foreign Subsidiaries (other
than Immaterial Subsidiaries)) and the following agreements, documents and
instruments, each in form, content and scope reasonably satisfactory to the
Administrative Agent:

          (i) all stock certificates evidencing the Equity Interests in the
     Subsidiaries of each Loan Party pledged pursuant to the Pledge Agreement
     (including, prior to the merger of the Borrower and Holdings, the stock
     certificates representing the stock of the Borrower), together with duly
     executed in blank undated stock powers attached thereto;

          (ii) duly executed UCC financing statements for each appropriate
     jurisdiction as is necessary, in the Administrative Agent's reasonable
     discretion, to perfect the Lenders' security interest in the Collateral;

          (iii) certified resolutions and other organizational and authorizing
     documents for each such Loan Party; and

          (iv) an opinion of counsel addressed to the Administrative Agent, on
     behalf of the Lenders, covering such issues as reasonably requested by the
     Administrative Agent, including, without limitation, the legality,
     validity, binding effect and enforceability of the documentation referred
     to above and the attachment and perfection of the Liens thereunder.

     (b) If at any time the Borrower or any Subsidiary is required to provide a
Lien with respect to any Equity Interests of any of its Subsidiaries to the
holders of the Indebtedness permitted to be secured hereunder, the Borrower
shall cause such Persons to provide the Administrative Agent, on the behalf of
the Lenders, with an equal and ratable lien in such Equity Interests pursuant to
documentation substantially in the form of the Pledge Agreement and other
documents in form, content and scope reasonably satisfactory to the
Administrative Agent identified in Section 7.08(a) above at the same time the
Borrower and such other Persons provide a Lien on such Equity Interests to the
holders of such Indebtedness permitted to be secured hereunder. The Borrower
agrees that the Liens contemplated by the preceding sentence may not


                                       68



be granted until such time as the Lenders have entered into a satisfactory
intercreditor agreement with the holders of the Indebtedness permitted to be
secured hereunder.

     (c) Within 30 days following (i) any Collateral Release Date or (ii) the
Collateral Termination Date, if the Collateral Termination Date shall have
occurred after the Collateral Effective Date, the Administrative Agent shall
take all action reasonably necessary to release its Lien on the Collateral,
including, without limitation, return of stock certificates and stock powers and
filing of UCC termination statements, all at the Borrower's expense.

7.09 COLLATERAL AND GUARANTEES.

     (a) At all times following the Collateral Effective Date and prior to any
Collateral Release Date, with respect to any Equity Interests of any newly
created or acquired Wholly Owned Subsidiary (other than any Immaterial
Subsidiary) or any newly issued Equity Interests of any existing Wholly Owned
Subsidiary (other than any Immaterial Subsidiary) acquired by the Borrower or
any of its Subsidiaries that is intended to be subject to the Lien created by
the Pledge Agreement (as described in Section 7.08(a)) but which is not so
subject, promptly (and in any event within thirty (30) days after the
acquisition, creation or issuance thereof): (i) execute and deliver to the
Administrative Agent such amendments to the Pledge Agreement or such other
documents as the Administrative Agent shall deem necessary to grant to the
Administrative Agent, for the benefit of the holders of the Obligations, a Lien
on such Equity Interests (provided that, in no event, shall any Loan Party be
required to pledge more than 65% of the total voting power of the Equity
Interests in any Foreign Subsidiary), (ii) take all actions necessary or
advisable to cause such Lien to be duly perfected in accordance with applicable
Law, including delivering all such original stock certificates, if any,
evidencing such Equity Interests to the Administrative Agent together with
undated stock powers executed in blank therefor, and (iii) if reasonably
requested by the Administrative Agent or the Required Lenders, deliver to the
Administrative Agent legal opinions relating to the matters described in clauses
(i) and (ii) immediately preceding, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.

     (b) At all times prior to the Guaranty Release Date, with respect to any
Person that, subsequent to the Closing Date, becomes a direct or indirect Wholly
Owned Subsidiary that is a Domestic Subsidiary of the Borrower (other than an
Immaterial Subsidiary) promptly (and in any event within thirty (30) days after
such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a
Guarantor by executing and delivering to the Administrative Agent a Joinder
Agreement in substantially the same form as Exhibit I and, at all times
following the Collateral Effective Date but prior to any Collateral Release
Date, to the extent such Subsidiary holds any Equity Interests of any Wholly
Owned Subsidiary that is not an Immaterial Subsidiary, to become a party to the
Pledge Agreement and deliver all of the other items related to such pledged
Equity Interests required by Section 7.08 and (ii) if reasonably requested by
the Administrative Agent or the Required Lenders, deliver to the Administrative
Agent legal opinions relating to the matters described in clause (i) immediately
preceding, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent.


                                       69



     (c) As described in the foregoing provisions of Section 7.08 and this
Section 7.09, (i) no Immaterial Subsidiary, Foreign Subsidiary or Non-Wholly
Owned Subsidiary (except as provided in Section 7.09(d) or (e) below) of the
Borrower or its Subsidiaries shall be required to become a Guarantor hereunder
or grant a Lien on the Equity Interests of its Subsidiaries pursuant to the
Pledge Agreement, (ii) no Equity Interests of an Immaterial Subsidiary (except
as provided in Section 7.08(b)) shall be required to be pledged hereunder and
(iii) no more than 65% of the total combined voting power of the Equity
Interests in any direct or indirect Foreign Subsidiary of the Borrower shall be
required to be pledged hereunder; provided, that if any Domestic Subsidiary that
is not wholly owned thereafter becomes a Wholly Owned Subsidiary prior to the
Guaranty Release Date or if any Immaterial Subsidiary that is a Domestic
Subsidiary ceases to be an Immaterial Subsidiary prior to the Guaranty Release
Date, then each such Subsidiary shall become a Guarantor under this Agreement
and if such event occurs after the Collateral Effective Date but prior to any
Collateral Release Date, the Borrower shall grant to the Administrative Agent,
on behalf of the Lenders, a Lien on its Equity Interests in accordance with the
terms of the Pledge Agreement and deliver all of the items related to the pledge
of such Equity Interests required by Section 7.08 with respect to such Equity
Interests.

     (d) Notwithstanding anything to the contrary contained in this Agreement,
prior to the Guaranty Release Date, the aggregate amount of the Non-Loan Party
Operating Assets shall at no time be greater than 25% of the Total Assets.

     (e) Notwithstanding anything to the contrary contained in this Agreement,
if at any time any Subsidiary that is not required to be a Guarantor hereunder
provides a guarantee of the Borrower's obligations in respect of any
Indebtedness of the type described in any of clauses (a), (e) or (f) of the
definition of "Indebtedness" contained in Section 1.01, then promptly (and in
any event within 30 days thereof), the Borrower cause such Subsidiary to (i)
become a Guarantor hereunder by executing and delivering to the Administrative
Agent a Joinder Agreement or such other documents as the Administrative Agent
shall reasonably deem appropriate for such purpose, and (ii) if reasonably
requested by the Administrative Agent, deliver to the Administrative Agent legal
opinions relating to the matters described in clause (i) immediately preceding,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.

7.10 GOVERNMENT CONTRACTS.

     The Borrower and its Subsidiaries shall apply for and maintain all material
facility security clearances and personnel security clearances required of the
Borrower under all applicable Laws to perform and deliver under any and all
government contracts and as otherwise may be necessary to continue to perform
the business of the Borrower and its Subsidiaries, except where failure to do so
could not reasonably be expected to have a Material Adverse Effect.

7.11 FURTHER ASSURANCES REGARDING COLLATERAL.

     At all times following the Collateral Effective Date and prior to any
Collateral Release Date, Holdings and the Borrower shall, and shall cause each
of its Subsidiaries to, upon the reasonable request of the Administrative Agent,
promptly perform or cause to be performed any


                                       70



and all acts and execute or cause to be executed and delivered any and all
documents which are necessary to maintain in favor of the Administrative Agent,
for the benefit of the holders of the Obligations, Liens on the Collateral that
are duly perfected in accordance with all applicable Laws.

                                  ARTICLE VIII
                               NEGATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall not, nor shall it permit any
Subsidiary to, directly or indirectly:

8.01 LIENS.

     Create, incur, assume or suffer to exist any Lien upon any of its property,
assets or revenues, whether now owned or hereafter acquired, other than the
following:

          (a) Liens pursuant to any Loan Document;

          (b) Liens for taxes not yet due or which are being contested in good
     faith by appropriate proceedings, provided that adequate reserves with
     respect thereto are maintained on the books of the Borrower or its
     Subsidiaries, as the case may be, in conformity with GAAP;

          (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's
     or other like Liens arising in the ordinary course of business which are
     not overdue for a period of more than 60 days or which are being contested
     in good faith by appropriate proceedings;

          (d) 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;

          (e) 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;

          (f) easements, rights of way, zoning restrictions, other restrictions
     and other similar encumbrances previously or hereafter incurred in the
     ordinary course of business which, in the aggregate, are not substantial in
     amount and which do not in any case materially detract from the value of
     the property subject thereto or materially interfere with the ordinary
     conduct of the business of the Borrower or such Subsidiary;

          (g) Liens on property or assets of the Borrower or any of its
     Subsidiaries existing on the Closing Date except for any such Lien securing
     Indebtedness in excess of $5,000,000 that is not set forth on Schedule
     8.01, provided that all Liens permitted by this paragraph (g) shall secure
     only those obligations which they secure on the Closing Date (assuming that
     any unfunded commitments in respect thereof have been fully funded);


                                       71



          (h) Liens upon any property acquired, constructed or improved by the
     Borrower or any Subsidiary which are created or incurred within 180 days of
     such acquisition, construction or improvement to secure or provide for the
     payment of the purchase price of such property or the cost of such
     construction or improvement, including carrying costs (but no other
     amounts), provided that any such Lien shall not apply to any other property
     of the Borrower or any Subsidiary (other than after acquired title in or on
     such property and proceeds of the existing collateral in accordance with
     the instrument creating such Lien);

          (i) Liens on the property or assets of a Person which becomes a
     Subsidiary after the Initial Closing Date, provided that (i) such Liens
     existed at the time such Person became a Subsidiary and were not created in
     anticipation thereof, (ii) any such Lien is not expanded to cover any
     property or assets of such Person after the time such Person becomes a
     Subsidiary (other than after acquired title in or on such property and
     proceeds of the existing collateral in accordance with the instrument
     creating such Lien), and (iii) the amount of the obligations secured
     thereby is not increased (assuming that any unfunded commitments in respect
     thereof have been fully funded);

          (j) Liens on property and assets securing obligations assumed by the
     Borrower or a Subsidiary in connection with an Acquisition of such property
     or assets, provided that (i) such Liens existed at the time of such
     Acquisition and were not created in anticipation thereof, (ii) any such
     Lien is not expanded to cover any other property or assets (other than
     after acquired title in or on the property or assets acquired and proceeds
     of the existing collateral in accordance with the instrument creating such
     Lien) and (iii) the amount of obligations secured thereby is not increased
     (assuming that any unfunded commitments in respect thereof have been fully
     funded);

          (k) Liens on the property of the Borrower or any of its Subsidiaries
     in favor of landlords securing licenses, subleases or leases entered into
     in the ordinary course of business;

          (l) licenses, leases or subleases permitted hereunder granted to other
     Persons not interfering in any material respect in the business of the
     Borrower or any of its Subsidiaries;

          (m) so long as no Default or Event of Default shall have occurred and
     be continuing under clause Section 9.01(h), attachment or judgment Liens;

          (n) Liens arising from precautionary Uniform Commercial Code financing
     statement filings with respect to operating leases or consignment
     arrangements entered into by the Borrower, or any of its subsidiaries in
     the ordinary course of business;

          (o) Liens in favor of a banking institution arising by operation of
     law encumbering deposits (including the right of set off) held by such
     banking institutions incurred in the ordinary course of business and which
     are within the general parameters customary in the banking industry;


                                       72



          (p) Liens securing obligations in respect of trade letters of credit
     covering the goods (or the documents of title in respect of such goods)
     financed by such trade letters of credit and the proceeds and products
     thereof;

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

          (r) Liens referred to in paragraphs (a) through (q) of this Section
     8.01 with respect to extensions, renewals and replacements of obligations
     secured thereby, provided that any such extension, renewal or replacement
     Lien shall be limited to the property or assets covered by the Lien
     extended, renewed or replaced (other than after acquired title in or on
     such property or assets and proceeds of the existing collateral in
     accordance with the instrument creating such Lien) and that the obligations
     secured by any such extension, renewal or replacement Lien shall be in an
     amount not greater than the amount of the obligations secured by the Lien
     extended, renewed or replaced (assuming that any unfunded commitments in
     respect of such extended, renewed or replaced obligations have been fully
     funded);

          (s) Liens arising in connection with any Permitted Receivables Program
     (to the extent the sale by the Borrower or the applicable Subsidiary of its
     accounts receivable is deemed to give rise to a Lien in favor of the
     purchaser thereof in such accounts receivable or the proceeds thereof);

          (t) Liens securing Synthetic Lease Obligations incurred to finance the
     acquisition, construction or improvement of any fixed or capital assets
     acquired by the Borrower or any Subsidiary after the Initial Closing Date;

          (u) Liens on Equity Interests of a Person being acquired by the
     Borrower or any Subsidiary as security for such purchaser's deferred
     payment obligations with respect thereto;

          (v) Liens (not otherwise permitted hereunder) which secure obligations
     in an aggregate amount at any time outstanding (when aggregated with, at
     all times following the Guaranty Release Date, the aggregate principal
     amount of all Indebtedness of the Subsidiaries of the Borrower permitted by
     Section 8.03(h)) not to exceed 5% of Consolidated Total Assets; and

          (w) Liens on Equity Interests of any Subsidiary (not otherwise
     permitted hereunder) which secure other Indebtedness of Holdings, the
     Borrower or any of its Subsidiaries not prohibited hereunder; provided that
     the Administrative Agent, for the benefit of the holders of the
     Obligations, shall have an equal and ratable Lien on such Equity Interests
     pursuant to documentation (including intercreditor provisions) reasonably
     satisfactory to the Administrative Agent.

8.02 INVESTMENTS.

          Make any Investments, except:


                                       73



          (a) Investments (including Acquisitions) in any Person (other than
     Holdings); provided that (i) (both before and after giving effect to any
     such Investment), there shall exist no Default or Event of Default, (b) if
     any such Investment is an Acquisition, such Acquisition shall be of assets
     or Equity Interests of any Person engaged in a Similar Business, (c) if any
     such Investment is an Acquisition of a majority of the Equity Interests of
     any Person, such Person's board of directors or similar governing body
     shall have approved such Acquisition, (d) after giving effect to any
     Acquisition on a Pro Forma Basis, the Borrower shall be in compliance with
     Section 8.08(a), (b), and (c) and (e) after giving effect to any
     Acquisition (subject to the grace period provided for in Section 7.09(b)),
     the Borrower shall be in compliance with Section 7.09(d);

          (b) intercompany advances by the Borrower or any Subsidiary to
     Holdings to fund payments of interest on Indebtedness (other than
     Disqualified Preferred Stock) of Holdings or to fund payments of dividends
     on Disqualified Preferred Stock issued by Holdings; provided, that, (i) any
     such Indebtedness or Disqualified Preferred Stock is guaranteed by the
     Borrower, and (ii) the proceeds received by Holdings from the issuance of
     such Indebtedness or Disqualified Preferred Stock shall have been invested
     by Holdings in the Borrower (or used to refinance in full Indebtedness
     (including Disqualified Preferred Stock), the proceeds of which were
     previously invested in the Borrower);

          (c) intercompany advances by the Borrower or any Subsidiary to
     Holdings to fund payments and prepayments (whether optional or mandatory)
     of principal of, Indebtedness (other than Disqualified Preferred Stock) of
     Holdings, and to fund optional and mandatory redemptions in respect of
     Disqualified Preferred Stock issued by Holdings, provided that (i) any such
     Indebtedness or Disqualified Preferred Stock is guaranteed by the Borrower
     and (ii) the aggregate amount of such intercompany advances made pursuant
     to this Section 8.02(c), together with the aggregate amount of dividends or
     distributions made by the Borrower pursuant to Section 8.06(c), shall not,
     at any time, exceed the aggregate amount of investments made by Holdings in
     the Borrower with the proceeds received by Holdings in respect of any
     issuance of Indebtedness (including Disqualified Preferred Stock) by
     Holdings subsequent to the Initial Closing Date which is so guaranteed by
     the Borrower;

          (d) Investments by the Borrower or any Subsidiary in Holdings not
     permitted by Section 8.02(b) or (c); provided that (i) no Default or Event
     of Default shall have occurred and be continuing or result therefrom and
     (ii) the aggregate amount of the sum (following the Initial Closing Date)
     of (A) the aggregate amount of Investments made by the Borrower or any
     Subsidiary in Holdings (other any intercompany advances made by the
     Borrower or any Subsidiary pursuant to Section 8.02(b) or (c)) plus (B) the
     Equity Interests or Disqualified Preferred Stock repurchased, redeemed,
     retired, acquired or otherwise receiving payments on account of any return
     of capital by the Borrower (other than any repurchase, redemption,
     retirement, acquisition or other payment on account of any return of
     capital pursuant to Section 8.06(c) or (e)) plus (C) the amount of dividend
     payments or distributions made by the Borrower in respect of its Equity
     Interests or Disqualified Preferred Stock (other than any dividends or
     distributions permitted by Section 8.06(a), (b), (c) or (d)) plus (D) the
     amount of Subordinated Debt prepaid,


                                       74



     redeemed, purchased, defeased or otherwise satisfied by the Borrower or any
     Subsidiary (other than any prepayment, redemption, purchase, defeasance or
     other satisfaction of Subordinated Debt pursuant to Section 8.10(b)(i) or
     (ii)), shall not exceed an aggregate amount equal to the sum of
     $1,000,000,000 increased on a cumulative basis as of the end of each fiscal
     quarter of the Borrower, commencing with the fiscal quarter ending March
     31, 2005 by an amount equal to 50% of Consolidated Net Income for the
     fiscal quarter then ended (or, if such Consolidated Net Income for such
     fiscal quarter is a deficit, less 50% of such deficit) plus an amount equal
     to 100% of the proceeds from any issuances of Equity Interests by Holdings
     (provided the proceeds from such any such issuance (or, without
     duplication, from any Equity Interests or Indebtedness of Holdings
     purchased, redeemed or cancelled in conversion by virtue of such issuance)
     are (or were) invested in the Borrower) subsequent to the Initial Closing
     Date plus 100% of the proceeds from any issuances of Indebtedness by
     Holdings (provided that (i) such Indebtedness is not guaranteed by the
     Borrower or any Subsidiary and (ii) the proceeds from such issuance (or,
     without duplication, from any Equity Interests or Indebtedness of Holdings
     purchased, redeemed or cancelled in conversion by virtue of such issuance)
     are (or were) invested in the Borrower) subsequent to the Initial Closing
     Date plus 100% of the proceeds from any issuance of Equity Interests by the
     Borrower (or, without duplication, from any Equity Interests or
     Indebtedness of the Borrower purchased, redeemed or cancelled in conversion
     by virtue of such issuance) subsequent to the Initial Closing Date; and

          (e) the Titan Acquisition.

8.03 SUBSIDIARY INDEBTEDNESS.

     After the Guaranty Release Date, permit any Subsidiary to create, incur,
assume or suffer to exist any Indebtedness, except:

          (a) Indebtedness under the Loan Documents;

          (b) Indebtedness issued to the Borrower or any other Subsidiary;

          (c) Indebtedness of any Subsidiary incurred to finance the
     acquisition, construction or improvement of any fixed or capital assets
     (including Capital Lease Obligations), and extensions, renewals and
     replacements of any such Indebtedness that do not increase the outstanding
     principal amount thereof; provided that such Indebtedness is incurred prior
     to or within 180 days after such acquisition or the completion of such
     construction or improvement;

          (d) Indebtedness of any Subsidiary incurred in connection with the
     issuance of any surety bonds, letters of credit or other similar bonds in
     the ordinary course of business;

          (e) Indebtedness of the Subsidiaries arising in connection with the
     Permitted Receivables Programs;


                                       75



          (f) Synthetic Lease Obligations of any Subsidiary incurred to finance
     the acquisition, construction or improvement of any fixed or capital assets
     acquired by such Subsidiary subsequent to the Initial Closing Date;

          (g) any Guarantee provided by any Subsidiary to support Indebtedness
     of Holdings or the Borrower for borrowed money; provided that any such
     Subsidiary is also a Guarantor hereunder (whether or not the Guaranty
     Release Date has occurred); and

          (h) Indebtedness, other than pursuant to the foregoing provisions of
     this Section 8.03, in an aggregate amount at any one time outstanding,
     together with the aggregate amount of Indebtedness secured by Liens
     permitted by Section 8.01(v), not to exceed 5% of Consolidated Total
     Assets.

8.04 FUNDAMENTAL CHANGES.

     With respect solely to the Borrower, (i) merge, consolidate, liquidate,
amalgamate, wind up or dissolve with or into another Person, or (ii) convey,
sell, lease, assign, transfer or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
property, business or assets (whether now owned or hereafter acquired) to or in
favor of any Person, except that:

          (a) any Person may merge into or consolidate with the Borrower in a
     transaction in which the Borrower is the surviving Person if no Event of
     Default or Default shall have occurred and be continuing or would occur
     immediately after giving effect thereto;

          (b) the Borrower may make any conveyance, sale, assignment or
     disposition of assets permitted by Section 8.05; and

          (c) Holdings may merge into or consolidate with the Borrower; provided
     that (i) the Borrower shall provide written notice to the Administrative
     Agent prior to such merger or consolidation and (ii) to the extent Holdings
     is the surviving Person, Holdings shall assume contemporaneously with such
     merger or consolidation all of the obligations of the Borrower under this
     Agreement and the other Loan Documents pursuant to documentation reasonably
     satisfactory to the Administrative Agent. Following any merger pursuant to
     this Section 8.04(c), all references to "Holdings" and to the "Borrower"
     shall be read as references to the Person surviving the merger.

8.05 LIMITATION ON SALE OF ASSETS.

     Convey, sell, lease, assign, transfer or otherwise dispose of any of its
property, business or assets (including, without limitation, receivables and
leasehold interests), whether now owned or hereafter acquired, except:

          (a) the sale or other disposition of obsolete, surplus or worn out
     property in the ordinary course of business;


                                       76



          (b) the sale, lease, transfer or exchange of inventory in the ordinary
     course of business;

          (c) transfers resulting from any casualty or condemnation of property
     or assets;

          (d) intercompany sales or transfers of assets made in the ordinary
     course of business;

          (e) licenses, leases or subleases of tangible property in the ordinary
     course of business;

          (f) any consignment arrangements or similar arrangements for the sale
     of assets in the ordinary course of business;

          (g) the sale or discount of overdue accounts receivable arising in the
     ordinary course of business, but only in connection with the compromise or
     collection thereof;

          (h) the sale of receivables in connection with any Permitted
     Receivables Program;

          (i) licensing and cross-licensing arrangements involving technology or
     other intellectual property of the Borrower or a Subsidiary in the ordinary
     course of business;

          (j) sales, transfers or other dispositions of any or all of its assets
     (upon voluntary liquidation or otherwise) to the Borrower or any Subsidiary
     of the Borrower;

          (k) conveyances, sales, leases, assignments, transfers or other
     dispositions of any of its property, business or assets if the Net Proceeds
     thereof shall be used by the Borrower or such Subsidiary to acquire assets
     to be employed in the business (including any Similar Business) of the
     Borrower or its Subsidiaries or make Acquisitions of Persons engaged in a
     Similar Business in accordance with Section 8.02(a) within 365 days of
     receipt thereof; provided, that if such Net Proceeds are not so used, an
     amount equal to the Cumulative Asset Sale Amount determined on the last day
     of each such 365-day period, if any, shall be applied toward the prepayment
     of the Loans and the permanent reduction of the Revolving Commitments on
     the 366th day after receipt of such Net Proceeds in accordance with Section
     2.05(d) (each, a "Required Prepayment Date"); and

          (l) the conveyance, sale, assignment or other disposition of assets,
     in addition to those permitted by any other clause of this Section 8.05,
     provided, that the aggregate value of all such assets conveyed, sold,
     assigned or otherwise disposed of pursuant to this Section 8.05(l) during
     the term of this Agreement shall not exceed 7.5% of the Consolidated Total
     Assets.

8.06 RESTRICTED PAYMENTS.

          Declare or make, directly or indirectly, any Restricted Payment,
     except that:


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          (a) the Borrower may declare and make dividend payments or other
     distributions payable solely in the common stock or other Equity Interests
     of the Borrower;

          (b) the Borrower may declare and make dividend payments or other
     distributions in respect of its Equity Interests to fund payments of
     interest on Indebtedness (other than Disqualified Preferred Stock) of
     Holdings, or to fund payments of dividends on Disqualified Preferred Stock
     issued by Holdings; provided, that, (i) any such Indebtedness or
     Disqualified Preferred Stock is guaranteed by the Borrower, and (ii) the
     proceeds received by Holdings from the issuance of such Indebtedness or
     Disqualified Preferred Stock shall have been invested by Holdings in the
     Borrower (or used to refinance in full Indebtedness (including any
     Disqualified Preferred Stock), the proceeds of which were previously
     invested in the Borrower);

          (c) the Borrower may declare and make dividend payments or other
     distributions in respect of its Equity Interests to fund payments and
     prepayments (whether optional or mandatory) of principal of Indebtedness
     (other than Disqualified Preferred Stock) of Holdings, and to fund payments
     of optional and mandatory redemptions in respect of Disqualified Preferred
     Stock issued by Holdings, provided that (i) any such Indebtedness or
     Disqualified Preferred Stock is guaranteed by the Borrower and (ii) the
     aggregate amount of such dividends and distributions made under this
     Section 8.06(c), together with the aggregate amount of intercompany
     advances made by the Borrower or any Subsidiary to Holdings pursuant to
     Section 8.02(c), shall not, at any time, exceed the aggregate amount of
     investments made by Holdings in the Borrower with the proceeds received by
     Holdings in respect of any issuance of Indebtedness (including Disqualified
     Preferred Stock) by Holdings subsequent to the Initial Closing Date which
     is so guaranteed by the Borrower;

          (d) the Borrower may declare and make regularly scheduled dividend
     payments on Disqualified Preferred Stock issued by the Borrower;

          (e) the Borrower may purchase, redeem, retire, acquire or otherwise
     make any payment on account of any return of capital in respect of,
     directly or indirectly, its own Disqualified Preferred Stock; provided that
     the aggregate amount of such Disqualified Preferred Stock repurchased,
     redeemed, retired, acquired or otherwise receiving payments on account of
     any return of capital by the Borrower under this Section 8.06(e) shall not,
     at any time, exceed the aggregate amount of the proceeds received by the
     Borrower in respect of any issuance of Disqualified Preferred Stock by the
     Borrower (or from any Equity Interests or Indebtedness of the Borrower
     purchased, redeemed or cancelled in conversion by virtue of such issuance)
     subsequent to the Initial Closing Date;

          (f) the Borrower may otherwise purchase, redeem, retire, acquire, or
     otherwise make any payment on account of any return of capital in respect
     of, directly or indirectly, its own Equity Interests or Disqualified
     Preferred Stock and may declare and make dividend payments or other
     distributions thereon (whether in cash, securities or property); provided
     that (i) no Default or Event of Default shall have occurred and be


                                       78



     continuing or result therefrom and (ii) the aggregate amount of the sum
     (following the Initial Closing Date) of (A) the Equity Interests or
     Disqualified Preferred Stock repurchased, redeemed, retired, acquired or
     otherwise receiving payments on account of any return of capital by the
     Borrower (other than any repurchase, redemption, retirement, acquisition or
     other payment on account of any return of capital pursuant to Section
     8.06(c), or (e)) plus (B) the amount of dividend payments or distributions
     made by the Borrower in respect of its Equity Interests or Disqualified
     Preferred Stock (other than any dividend or distribution made pursuant to
     Section 8.06(a), (b), (c) or (d)) plus (C) the aggregate amount of
     Investments made by the Borrower or any Subsidiary in Holdings (other than
     any intercompany advances made by the Borrower or any Subsidiary pursuant
     to Section 8.02(b) or (c)) plus (D) the aggregate amount of Subordinated
     Debt prepaid, redeemed, purchased, defeased or otherwise satisfied by the
     Borrower or any Subsidiary (other than any prepayment, redemption,
     purchase, defeasance or other satisfaction of Subordinated Debt pursuant to
     Section 8.10(b)(i) or (ii)), shall not exceed an aggregate amount equal to
     the sum of $1,000,000,000 increased on a cumulative basis as of the end of
     each fiscal quarter of the Borrower, commencing with the fiscal quarter
     ending March 31, 2005 by an amount equal to 50% of Consolidated Net Income
     for the fiscal quarter then ended (or, if such Consolidated Net Income for
     such quarter is a deficit, less 50% of such deficit) plus an amount equal
     to 100% of the proceeds from any issuances of Equity Interests by Holdings
     (provided the proceeds from such issuance (or, without duplication, from
     any Equity Interests or Indebtedness of Holdings purchased, redeemed or
     cancelled in conversion by virtue of such issuance) are (or were) invested
     in the Borrower) subsequent to the Initial Closing Date plus 100% of the
     proceeds from any issuances of Indebtedness by Holdings (provided that (i)
     such Indebtedness is not guaranteed by the Borrower and (ii) the proceeds
     from such issuance (or, without duplication, from any Equity Interests or
     Indebtedness of Holdings purchased, redeemed or cancelled in conversion by
     virtue of such issuance) are (or were) invested in the Borrower) subsequent
     to the Initial Closing Date plus 100% of the proceeds from any issuances of
     Equity Interests by the Borrower (or, without duplication, from any Equity
     Interests or Indebtedness of the Borrower purchased, redeemed or cancelled
     in conversion by virtue of such issuance) subsequent to the Initial Closing
     Date;

          (g) any Subsidiary may purchase, redeem, retire, acquire, or otherwise
     make any payment on account of any return of capital in respect of directly
     or indirectly, any of its Equity Interests; and

          (h) any Subsidiary may declare and make dividend payments or other
     distributions on or in respect of its Equity Interests (whether in cash,
     securities or property); provided that solely in the case of any dividend
     or distribution payable on or in respect of any class or series of Equity
     Interests issued by a Non-Wholly Owned Subsidiary, the Borrower or any
     other Subsidiary receives at least its pro rata share of such dividend or
     distribution in accordance with its Equity Interests in such class or
     series of Equity Interests, if any.


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8.07 TRANSACTIONS WITH AFFILIATES.

     (a) Enter into any transaction, including, without limitation, any
purchase, sale, lease or exchange of property or the rendering of any service,
with any Affiliate (other than the Borrower or any Subsidiary) unless such
transaction is (i) otherwise permitted under this Agreement and (ii) upon fair
and reasonable terms no less favorable to the Borrower or such Subsidiary, as
the case may be, than it would obtain in a comparable arm's length transaction
with a Person which is not an Affiliate.

     (b) In addition, notwithstanding the foregoing, the Borrower and its
Subsidiaries shall be entitled to make the following payments and/or to enter
into the following transactions:

          (i) the payment of reasonable and customary fees and reimbursement of
     expenses payable to directors of the Borrower and Holdings or to any Plan,
     Plan administrator or Plan trustee;

          (ii) loans and advances to directors, officers and employees to the
     extent permitted by Section 8.02;

          (iii) the arrangements with respect to the procurement of services of
     directors, officers, independent contractors, consultants or employees in
     the ordinary course of business and the payment of reasonable fees in
     connection therewith;

          (iv) transactions with Holdings permitted by this Agreement; and

          (v) payments to directors and officers of the Borrower and its
     Subsidiaries in respect of the indemnification of such Persons in such
     respective capacities from and against any and all liabilities,
     obligations, losses, damages, penalties, actions, judgments, suits, costs,
     expenses or disbursements, as the case may be, pursuant to the Organization
     Documents or other corporate action of the Borrower or its Subsidiaries,
     respectively, or pursuant to applicable law.

8.08 FINANCIAL COVENANTS.

     (a) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest
Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less
than 3.0 to 1.0

     (b) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as
of the end of (i) any fiscal quarter of the Borrower ending on or prior to
December 31, 2005, to be greater than 4.50 to 1.00, (ii) the fiscal quarter
ending on March 31, 2006, to be greater than 4.25 to 1.00 or (iii) any fiscal
quarter of the Borrower ending on or after June 30, 2006, to be greater than
4.00 to 1.00.

     (c) Consolidated Senior Leverage Ratio. Permit the Consolidated Senior
Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater
than 3.0 to 1.0.


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8.09 LIMITATION ON NEGATIVE PLEDGE CLAUSES.

     Enter into any Contractual Obligation (other than this Agreement or any
other Loan Document) that limits the ability of any Loan Party to pledge its
Equity Interests in any of its Subsidiaries pursuant to the terms of the Loan
Documents, except for acquisition documentation which requires the pledge by the
Borrower or any Subsidiary of Equity Interests of the Person being acquired as
security for the purchaser's deferred payment obligations thereunder.

8.10 PREPAYMENT OF SUBORDINATED DEBT.

     (a) Make any optional payment or prepayment on or redemption or purchase
of, or deliver any funds to any trustee for the prepayment, redemption or
defeasance of, any Subordinated Debt prior to the scheduled maturity thereof, or
(b) amend, modify or change, or consent or agree to any amendment, modification
or change to any of the material terms of the documentation governing any such
Subordinated Debt if any such amendment, modification, or change or consent or
agreement to any such amendment, modification or change would cause the
Subordinated Debt to no longer satisfy the requirements set out in clauses (b)
and (c) of the definition of "Additional Subordinated Debt", except:

          (i) pursuant to a refinancing or refunding of Subordinated Debt with
     Additional Subordinated Debt; provided that no Default or Event of Default
     shall have occurred and be continuing giving effect to any such refinancing
     or refunding;

          (ii) the prepayment, redemption, purchase, defeasance or other
     satisfaction of Subordinated Debt prior to the scheduled maturity thereof
     in a principal amount not to exceed the principal amount of Additional
     Subordinated Debt issued after the Initial Closing Date to the extent not
     used to refinance or refund Subordinated Debt pursuant to Section
     8.10(b)(i); provided that no Default or Event of Default shall have
     occurred and be continuing at the time of any such prepayment, redemption,
     purchased, defeasance or other satisfaction or after giving effect thereto;
     and

          (iii) other prepayments, redemptions, purchases, defeasances or other
     satisfaction of Subordinated Debt prior to the scheduled maturity thereof;
     provided that (A) no Default or Event of Default shall have occurred and be
     continuing or result therefrom and (B) the aggregate amount of the sum
     (following the Initial Closing Date) of (w) the amount of Subordinated Debt
     prepaid, redeemed, purchased, defeased or otherwise satisfied by the
     Borrower or any Subsidiary prior to the maturity thereof (other than any
     prepayment, redemption, purchase, defeasance or other satisfaction of
     Subordinated Debt pursuant to Section 8.10(b)(i) or (ii)) plus (x) the
     Equity Interests or Disqualified Preferred Stock repurchased, redeemed,
     retired, acquired or otherwise receiving payments on account of any return
     of capital by the Borrower (other than any repurchase, redemption,
     retirement, acquisition or other payment on account of any return of
     capital pursuant to Section 8.06(c), or (e)) plus (y) the amount of
     dividend payments or distributions made by the Borrower in respect of its
     Equity Interests or Disqualified Preferred Stock (other than any dividend
     or distribution made pursuant to Section 8.06(a), (b), (c) or (d)) plus (z)
     the aggregate amount of investments made by the Borrower or any Subsidiary
     in Holdings (other than any intercompany advances made by the Borrower or


                                       81



     any Subsidiary pursuant to Section 8.02(b) or (c)), shall not exceed an
     aggregate amount equal to the sum of $1,000,000,000 increased on a
     cumulative basis as of the end of each fiscal quarter of the Borrower,
     commencing with the fiscal quarter ending March 31, 2005 by an amount equal
     to 50% of Consolidated Net Income for the fiscal quarter then ended (or, if
     such Consolidated Net Income for such quarter is a deficit, less 50% of
     such deficit) plus an amount equal to 100% of the proceeds from any
     issuances of Equity Interests by Holdings (provided the proceeds from such
     issuance (or, without duplication, from any Equity Interests or
     Indebtedness of Holdings purchased, redeemed or cancelled in conversion by
     virtue of such issuance) are (or were) invested in the Borrower) subsequent
     to the Initial Closing Date plus 100% of the proceeds from any issuances of
     Indebtedness by Holdings (provided that (i) such Indebtedness is not
     guaranteed by the Borrower and (ii) the proceeds from such issuance (or,
     without duplication, from any Equity Interests or Indebtedness of Holdings
     purchased, redeemed or cancelled in conversion by virtue of such issuance)
     are (or were) invested in the Borrower) subsequent to the Initial Closing
     Date plus 100% of the proceeds from any issuances of Equity Interests by
     the Borrower (or, without duplication, from any Equity Interests or
     Indebtedness of the Borrower purchased, redeemed or cancelled in conversion
     by virtue of such issuance) subsequent to the Initial Closing Date.

8.11 BORROWER EQUITY INTERESTS.

     Holdings hereby agrees that it shall not create, incur, assume or suffer to
exist any Lien upon the Equity Interests in the Borrower other than (a) Liens on
Equity Interests in the Borrower which secure Indebtedness of Holdings, the
Borrower or any of its Subsidiaries not prohibited hereunder, provided that the
Administrative Agent, for the benefit of the holders of the Obligations, shall
have an equal and ratable Lien on such Equity Interests pursuant to
documentation (including intercreditor provisions) reasonably satisfactory to
the Administrative Agent and (b) unless Liens have already been provided in
favor of the Administrative Agent pursuant to clause (a) above, following the
Collateral Effective Date, Liens on Equity Interests in the Borrower in favor of
the Administrative Agent, for the benefit of the holders of the Obligations.

8.12 HOLDINGS.

     (a) Holdings shall not have outstanding or acquire any Investment in any
Person other than (i) Investments in the Equity Interests of the Borrower and
Cash Equivalents and (ii) Investments in any trust related to issuance of
Indebtedness or Equity Interests.

     (b) Holdings shall not engage in any business activity or own any assets
other than (i) its ownership and voting of the Equity Interests of the Borrower
and any trust related to any Indebtedness or Equity Interests, (ii) the
negotiation, execution, delivery of, and the performance of its obligations
under the Loan Documents to which it is a party and any instruments, documents
or other agreements related to such Indebtedness or Equity Interests, (iii) cash
and Cash Equivalents, (iv) any other Investments permitted by Section 8.12(a),
(v) a guarantee of Indebtedness of the Borrower or any of its Subsidiaries which
is, or may be, ratably secured pursuant to Section 8.01(w), provided that the
guaranty of Holdings hereunder ranks pari passu


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in priority of payment with the guarantee of such other Indebtedness and (vi)
its incurrence of any Indebtedness and its performance of any obligations in
connection therewith.

                                   ARTICLE IX
                         EVENTS OF DEFAULT AND REMEDIES

9.01 EVENTS OF DEFAULT.

     Any of the following shall constitute an Event of Default:

          (a) Non- Payment. The Borrower or any other Loan Party shall fail to
     pay any principal of any Loan or any L/C Obligation when due in accordance
     with the terms thereof or hereof; or the Borrower or any Loan Party shall
     fail to pay any interest on any Loan or on any L/C Obligation, or any other
     amount payable hereunder or under any other Loan Document, within five days
     after any such interest or other amount becomes due in accordance with the
     terms thereof or hereof;

          (b) Representations and Warranties. Any representation or warranty
     made or deemed made by the Borrower or any other Loan Party herein or in
     any other Loan Document or which is contained in any certificate, document
     or financial or other statement furnished by it at any time under or in
     connection with this Agreement or any such other Loan Document shall prove
     to have been incorrect in any material respect on or as of the date made or
     deemed made;

          (c) Specific Covenants. The Borrower or any other Loan Party shall
     default in the observance or performance of any agreement contained in
     Article VIII, Section 7.03(a) or Section 4.01;

          (d) Other Defaults. The Borrower or any other Loan Party shall default
     in the observance or performance of any other agreement contained in this
     Agreement or any other Loan Document (other than as provided in paragraphs
     (a) through (c) of this Section), and such default shall continue
     unremedied for a period of 30 days after notice thereof from the
     Administrative Agent;

          (e) Cross-Default. Holdings, the Borrower or any of its Subsidiaries
     shall (i) default (x) in any payment of principal of or interest of any
     Indebtedness (other than the Loans, the L/C Obligations and any
     intercompany debt) or Swap Contract Obligations or (y) in the payment of
     any Guarantee (excluding any guaranties of the Obligations), beyond the
     period of grace, if any, provided in the instrument or agreement under
     which such Indebtedness, Swap Contract Obligation or Guarantee was created;
     or (ii) default in the observance or performance of any other agreement or
     condition relating to any such Indebtedness, Swap Contract Obligation or
     Guarantee 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 Guarantee (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 or such Guarantee to become payable; provided, however,


                                       83



     that no Default or Event of Default shall exist under this paragraph unless
     (i) the aggregate amount of Indebtedness, Swap Contract Obligations and/or
     Guarantees in respect of which any default or other event or condition
     referred to in this paragraph shall have occurred shall be equal to at
     least the Threshold Amount and (ii) such default (if other than a payment
     default or a default that has resulted in acceleration of such other
     Indebtedness) continues for a period in excess of 10 days;

          (f) Insolvency Proceedings, Etc. (i) Holdings, the Borrower or any of
     its Subsidiaries (other than any Immaterial Subsidiary) 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 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 Holdings, the Borrower or any of its Subsidiaries
     (other than any Immaterial Subsidiary) shall make a general assignment for
     the benefit of its creditors; or (ii) there shall be commenced against
     Holdings, the Borrower or any of its Subsidiaries (other than Immaterial
     Subsidiaries) 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 60 days; or (iii) there shall be
     commenced against Holdings, Borrower or any of its Subsidiaries (other than
     any Immaterial Subsidiary) 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 its 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 60 days from
     the entry thereof; or (iv) Holdings, the Borrower or any of its
     Subsidiaries (other than any Immaterial Subsidiary) 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) Holdings, the Borrower or any of its Subsidiaries (other than
     any Immaterial Subsidiary) shall generally not, or shall be unable to, or
     shall admit in writing its inability to, pay its debts as they become due;

          (g) ERISA. (i) Any Person shall engage in any "prohibited transaction"
     (as defined in Section 406 of ERISA or Section 4975 of the Code) involving
     any Plan, (ii) 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 shall arise on the assets of the
     Borrower or any Commonly Controlled Entity, (iii) 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, reasonably likely to result in the termination of
     such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan
     shall terminate for purposes of Title IV of ERISA, (v) the Borrower or any
     Commonly Controlled Entity shall, or in the reasonable opinion of the
     Required Lenders is likely to, incur any liability in connection with a
     withdrawal from, or


                                       84



     the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other
     similar event or condition shall occur or exist with respect to a Plan that
     is not in the ordinary course; and in each case in clauses (i) through (vi)
     above, such event or condition, together with all other such events or
     conditions, if any, could reasonably be expected to have a Material Adverse
     Effect;

          (h) Judgments. One or more judgments or decrees shall be entered
     against Holdings, the Borrower or any of its Subsidiaries involving in the
     aggregate a liability (not paid or fully covered by insurance (which
     coverage has been acknowledged by the appropriate insurers)) of the
     Threshold Amount or more, and all such judgments or decrees shall not have
     been vacated, discharged, stayed or bonded pending appeal within 60 days
     from the entry thereof;

          (i) Pledge Agreement. (i) The Pledge Agreement shall cease, for any
     reason, to be in full force and effect (unless released by the
     Administrative Agent at the direction of all of the Lenders or as otherwise
     permitted under this Agreement or the other Loan Documents), or the
     Borrower or any other Loan Party which is a party to the Pledge Agreements
     shall so assert or (ii) the Lien created by the Pledge Agreement shall
     cease to be enforceable and of the same effect and priority purported to be
     created thereby (unless released by the Administrative Agent at the
     direction of all of the Lenders or as otherwise permitted under this
     Agreement or the other Loan Documents), except to the extent that any such
     loss of perfection or priority results from the failure of the
     Administrative Agent to maintain possession of certificates actually
     delivered to it representing securities pledged under the Pledge Agreement
     or to file Uniform Commercial Code continuation statements, (and, if such
     invalidity is such so as to be amenable to cure without materially
     disadvantaging the position of the Administrative Agent and the Lenders, as
     the case may be, as secured parties thereunder, the Loan Party shall have
     failed to cure such invalidity within 30 days after notice from the
     Administrative Agent);

          (j) Guarantee. The Guarantee of any Loan Party under the Loan
     Documents shall be held in any judicial proceeding to be unenforceable or
     invalid or shall cease for any reason to be in full force and effect
     (unless released by the Administrative Agent at the direction of all of the
     Lenders or as otherwise permitted under this Agreement or the other Loan
     Documents) or any Loan Party or any Person acting on behalf of any Loan
     Party, shall deny or disaffirm its obligations under such Guarantee; or

          (k) Change of Control. There shall have occurred a Change of Control.

     Each notice given with respect to the occurrence of any Default or Event of
     Default shall be accompanied by a statement of a Responsible Officer
     setting forth details of the occurrence referred to therein and stating
     what action the Borrower proposes to take with respect thereto.


                                       85



9.02 REMEDIES UPON EVENT OF DEFAULT.

     If any Event of Default occurs and is continuing, the Administrative Agent
shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:

          (a) declare the commitment of each Lender to make Loans and any
     obligation of each L/C Issuer to make L/C Credit Extensions to be
     terminated, whereupon such commitments and obligation shall be terminated;

          (b) declare the unpaid principal amount of all outstanding Loans, all
     interest accrued and unpaid thereon, and all other amounts owing or payable
     hereunder or under any other Loan Document to be immediately due and
     payable, without presentment, demand, protest or other notice of any kind,
     all of which are hereby expressly waived by the Borrower;

          (c) require that the Borrower Cash Collateralize the L/C Obligations
     (in an amount equal to the then Outstanding Amount thereof); and

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

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

9.03 APPLICATION OF FUNDS.

     After the exercise of remedies provided for in Section 9.02 (or after the
Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set
forth in the proviso to Section 9.02), any amounts received on account of the
Obligations shall be applied by the Administrative Agent in the following order:

     First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable under
Article III) payable to the Administrative Agent in its capacity as such;

     Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal, interest and Letter of
Credit Fees) payable to the Lenders and each L/C Issuer (including fees, charges
and disbursements of counsel to the respective


                                       86



Lenders and each L/C Issuer and amounts payable under Article III), ratably
among them in proportion to the respective amounts described in this clause
Second payable to them;

     Third, to payment of that portion of the Obligations constituting accrued
and unpaid Letter of Credit Fees and interest on the Loans, the Unreimbursed
Amounts and other Obligations, ratably among the Lenders and the L/C Issuers in
proportion to the respective amounts described in this clause Third payable to
them;

     Fourth, to payment of that portion of the Obligations constituting unpaid
principal of the Loans and Unreimbursed Amounts and breakage, termination or
other payments, any amounts owing under or in respect of any Swap Contracts
between any Loan Party and any Lender, or any Affiliate of a Lender, to the
extent such Swap Contract is permitted by Section 8.03(j), amounts due under any
Treasury Management Agreement between any Loan Party and any Lender or any
Affiliate of a Lender, and to the Administrative Agent for the account of the
applicable L/C Issuer, to Cash Collateralize that portion of L/C Obligations
comprised of the aggregate undrawn amount of Letters of Credit, ratably among
the Lenders and the L/C Issuers in proportion to the respective amounts
described in this clause Fourth held by them; and

     Last, the balance, if any, after all of the Obligations have been paid in
full in cash, to the Borrower or as otherwise required by Law.

     Subject to Section 2.03(c), amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above
shall be applied to satisfy drawings under such Letters of Credit as they occur.
If any amount remains on deposit as Cash Collateral after all Letters of Credit
have either been fully drawn or expired, such remaining amount shall be applied
to the other Obligations, if any, in the order set forth above.

                                    ARTICLE X
                              ADMINISTRATIVE AGENT

10.01 APPOINTMENT AND AUTHORITY.

     Each of the Lenders and the L/C Issuers hereby irrevocably appoint Bank of
America to act on its behalf as the Administrative Agent hereunder and under the
other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article
are solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuers, and neither the Borrower nor any other Loan Party shall have rights as
a third party beneficiary of any of such provisions.

10.02 RIGHTS AS A LENDER.

     The Person serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may


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accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor
to the Lenders.

10.03 EXCULPATORY PROVISIONS.

     The Administrative Agent shall not have any duties or obligations except
those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, the Administrative Agent:

          (a) shall not be subject to any fiduciary or other implied duties,
     regardless of whether a Default has occurred and is continuing;

          (b) shall not have any duty to take any discretionary action or
     exercise any discretionary powers, except discretionary rights and powers
     expressly contemplated hereby or by the other Loan Documents that the
     Administrative Agent is required to exercise as directed in writing by the
     Required Lenders (or such other number or percentage of the Lenders as
     shall be expressly provided for herein or in the other Loan Documents),
     provided that the Administrative Agent shall not be required to take any
     action that, in its opinion or the opinion of its counsel, may expose the
     Administrative Agent to liability or that is contrary to any Loan Document
     or applicable law; and

          (c) shall not, except as expressly set forth herein and in the other
     Loan Documents, have any duty to disclose, and shall not be liable for the
     failure to disclose, any information relating to the Borrower or any of its
     Affiliates that is communicated to or obtained by the Person serving as the
     Administrative Agent or any of its Affiliates in any capacity.

     The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrower, a
Lender or an L/C Issuer.

     The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article V or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.


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10.04 RELIANCE BY ADMINISTRATIVE AGENT.

     The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance
of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or an L/C Issuer, the Administrative Agent may presume that such
condition is satisfactory to such Lender or such L/C Issuer unless the
Administrative Agent shall have received notice to the contrary from such Lender
or such L/C Issuer prior to the making of such Loan or the issuance of such
Letter of Credit. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

10.05 DELEGATION OF DUTIES.

     The Administrative Agent may perform any and all of its duties and exercise
its rights and powers hereunder or under any other Loan Document by or through
any one or more sub agents appointed by the Administrative Agent. The
Administrative Agent and any such sub agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Article shall apply to any such sub
agent and to the Related Parties of the Administrative Agent and any such sub
agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.

10.06 RESIGNATION OF ADMINISTRATIVE AGENT.

     The Administrative Agent may at any time give notice of its resignation to
the Lenders, the L/C Issuers and the Borrower. Upon receipt of any such notice
of resignation, the Required Lenders shall have the right, with the consent of
the Borrower (not to be unreasonably withheld), unless an Event of Default shall
have occurred and is continuing, in which case the consent of the Borrower shall
not be required, to appoint a successor, which shall be a bank with an office in
the United States, or an Affiliate of any such bank with an office in the United
States. If no such successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may on behalf of the Lenders and the L/C Issuers, appoint a
successor Administrative Agent meeting the qualifications set forth above
subject to the consent of the Borrower (not to be unreasonably withheld), unless
an Event of Default shall have occurred and is continuing, in which case the
consent of the Borrower shall not be required; provided that if the
Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment or has been approved by the
Borrower and the Lenders, then such resignation shall nonetheless become
effective in accordance with such notice and (1) the retiring Administrative
Agent shall be discharged from


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its duties and obligations hereunder and under the other Loan Documents (except
that in the case of any collateral security held by the Administrative Agent on
behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the
retiring Administrative Agent shall continue to hold such collateral security
until such time as a successor Administrative Agent is appointed) and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
each L/C Issuer directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this Section. Upon the
acceptance of a successor's appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section). The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the retiring Administrative Agent's resignation hereunder and
under the other Loan Documents, the provisions of this Article and Section 11.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.

     Any resignation by Bank of America as Administrative Agent pursuant to this
Section shall also constitute its resignation as an L/C Issuer and Swing Line
Lender. Upon the acceptance of a successor's appointment as Administrative Agent
hereunder, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the resigning Administrative Agent as
an L/C Issuer and the Swing Line Lender, (b) the resigning Administrative Agent
shall be discharged from all of its respective duties and obligations as an L/C
Issuer and the Swing Line Lender hereunder or under the other Loan Documents,
and (c) the other L/C Issuers shall issue letters of credit in substitution for
the Letters of Credit, if any, outstanding at the time of such succession or
make other arrangements satisfactory to the retiring L/C Issuer to effectively
assume the obligations of the retiring L/C Issuer with respect to such Letters
of Credit.

10.07 NON RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

     Each Lender and each L/C Issuer acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and each L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.


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10.08 NO OTHER DUTIES, ETC.

     Anything herein to the contrary notwithstanding, none of the Syndication
Agent, Book Managers or Joint Lead Arrangers listed on the cover page hereof
shall have any powers, duties or responsibilities under this Agreement or any of
the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, a Lender, an L/C Issuer or the Swing Line Lender
hereunder.

10.09 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise

          (a) to file and prove a claim for the whole amount of the principal
     and interest owing and unpaid in respect of the Loans, L/C Obligations and
     all other Obligations that are owing and unpaid and to file such other
     documents as may be necessary or advisable in order to have the claims of
     the Lenders, any L/C Issuer and the Administrative Agent (including any
     claim for the reasonable compensation, expenses, disbursements and advances
     of the Lenders, the L/C Issuers and the Administrative Agent and their
     respective agents and counsel and all other amounts due the Lenders, the
     L/C Issuers and the Administrative Agent under Sections 2.03(i) and (j),
     2.09 and 11.04) allowed in such judicial proceeding; and

          (b) to collect and receive any monies or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender and each L/C Issuer to make such payments to the Administrative
Agent and, in the event that the Administrative Agent shall consent to the
making of such payments directly to the Lenders and the applicable L/C Issuer,
to pay to the Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Administrative Agent
and its agents and counsel, and any other amounts due the Administrative Agent
under Sections 2.09 and 11.04.

     Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender or
any L/C Issuer any plan of reorganization, arrangement, adjustment or
composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender
in any such proceeding.

10.10 COLLATERAL AND GUARANTY MATTERS.

     The Lenders and the L/C Issuers irrevocably authorize the Administrative
Agent, at its option and in its discretion,


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          (a) to release any Lien on any property granted to or held by the
     Administrative Agent under any Loan Document (i) upon termination of the
     Commitments and payment in full of all Obligations (other than contingent
     indemnification obligations) and the expiration or termination of all
     Letters of Credit, (ii) that is sold or otherwise transferred or disposed
     of, or to be sold, transferred or otherwise disposed of, as part of a sale,
     transfer or other disposition (including, without limitation, pursuant to a
     merger, consolidation, amalgamation, liquidation, winding up or
     dissolution) or other transaction permitted hereunder or under any other
     Loan Document (including, without limitation, to release any Lien on the
     Equity Interests of the Borrower in connection with a merger of the
     Borrower and Holdings pursuant to Section 8.04(c)), (iii) on any Collateral
     Release Date, (iv) on the Collateral Termination Date or (v) subject to
     Section 11.01, if approved, authorized or ratified in writing by the
     Required Lenders; and

          (b) to release any Guarantor from its obligations under the Guaranty
     (i) if such Person ceases to be a Subsidiary as a result of a transaction
     permitted hereunder or (ii) following the Guaranty Release Date.

                                   ARTICLE XI
                                  MISCELLANEOUS

11.01 AMENDMENTS, ETC.

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

          (a) extend or increase the Commitment of any Lender (or reinstate any
     Commitment terminated pursuant to Section 2.06 or Section 9.02) without the
     written consent of such Lender;

          (b) postpone any date fixed by this Agreement or any other Loan
     Document for any payment (excluding mandatory prepayments) of principal,
     interest, fees or other amounts due to the Lenders (or any of them) without
     the written consent of each Lender directly affected thereby;

          (c) reduce the principal of, or the rate of interest specified herein
     on, any Loan or any Unreimbursed Amount, or (subject to clause (iv) of the
     second proviso to this Section 11.01) any fees or other amounts payable
     hereunder or under any other Loan Document without the written consent of
     each Lender directly affected thereby; provided, however, that only the
     consent of the Required Lenders shall be necessary to amend the definition
     of "Default Rate" or to waive any obligation of the Borrower to pay
     interest or Letter of Credit Fees at the Default Rate;


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          (d) amend Section 1.08 or the definition of "Alternative Currency"
     without the written consent of each L/C Issuer;

          (e) prior to the Guaranty Release Date, release all or substantially
     all of the Guarantors from its or their obligations under the Loan
     Documents, or after the Collateral Effective Date and prior to any
     Collateral Release Date, release all or substantially all of the
     Collateral, in each case, without the written consent of each Lender
     directly affected thereby;

          (f) change any provision of this Section or the definition of
     "Required Lenders" or any other provision hereof specifying the number or
     percentage of Lenders required to amend, waive or otherwise modify any
     rights hereunder or make any determination or grant any consent hereunder
     without the written consent of each Lender (it being understood and agreed
     that notwithstanding this clause (f), with only the consent of the Required
     Lenders, (i) additional tranches of loans may be added hereunder and
     included in the determination of the Required Lenders and (ii) this Section
     11.01 may be amended to permit class voting in connection with such
     tranches);

          (g) without the consent of Lenders (other than Defaulting Lenders)
     holding in the aggregate at least a majority of the Revolving Commitments
     (or if the Revolving Commitments have been terminated, the outstanding
     Revolving Loans and participations (whether funded or not) in any L/C
     Obligations (and/or participations therein)), no amendment, waiver or
     consent of Section 5.02(a) or (b) shall be effective; or

          (h) without the consent of Lenders (other than Defaulting Lenders)
     holding in the aggregate at least a majority of the outstanding Term Loan
     (and/or participations therein), amend, change, waive, discharge or
     terminate Section 2.05(d) so as to alter the manner of application of
     proceeds of any mandatory prepayment required by such Section 2.05(d);

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the applicable L/C Issuer in addition to the Lenders
required above, affect the rights or duties of the applicable L/C Issuer under
this Agreement or any Issuer Document relating to any Letter of Credit issued or
to be issued by it; (ii) no amendment, waiver or consent shall, unless in
writing and signed by the Swing Line Lender in addition to the Lenders required
above, affect the rights or duties of the Swing Line Lender under this
Agreement; (iii) no amendment, waiver or consent shall, unless in writing and
signed by the Administrative Agent in addition to the Lenders required above,
affect the rights or duties of the Administrative Agent under this Agreement or
any other Loan Document; and (iv) any Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or extended
without the consent of such Lender.


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11.02 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.

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

          (i) if to the Borrower, the Administrative Agent, any L/C Issuer or
     the Swing Line Lender, to the address, telecopier number, electronic mail
     address or telephone number specified for such Person on Schedule 11.02;
     and

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

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

     (b) Electronic Communications. The Lenders and the L/C Issuers agree that
the Administrative Agent may deliver notices and other communications to the
Lenders and the L/C Issuers hereunder 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 or any L/C Issuer pursuant to Article II if such Lender or such L/C
Issuer, as applicable, has notified the Administrative Agent that it is
incapable of receiving notices under such Article by electronic communication.
The Administrative Agent 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, (i) notices and other
communications from the Administrative Agent to the Lenders and the L/C Issuers
sent to an e mail address shall be deemed received upon the sender's receipt of
an acknowledgement from the intended recipient (such as by the "return receipt
requested" function, as available, return e mail or other written
acknowledgement), provided that if such notice or other communication is not
sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.


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     (c) The Platform. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF
ANY MATERIALS AND/OR INFORMATION MADE AVAILABLE TO THE AGENT PARTIES BY THE
BORROWER (THE "BORROWER MATERIALS") OR THE ADEQUACY OF THE PLATFORM, AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER
MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT
OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY
ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no
event shall the Administrative Agent or any of its Related Parties
(collectively, the "Agent Parties") have any liability to the Borrower, any
Lender, any L/C Issuer or any other Person for losses, claims, damages,
liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of the Borrower's transmission or the Administrative Agent's
transmission of the items delivered by the Borrower to the Administrative Agent
pursuant to Section 7.01, Section 7.02 or Section 7.03 or any other materials
and/or information delivered at the request of the Borrower through the
Internet, except to the extent that such losses, claims, damages, liabilities or
expenses result from the gross negligence or willful misconduct of such Agent
Party; provided, however, that in no event shall any Agent Party have any
liability to the Borrower, any Lender, any L/C Issuer or any other Person for
indirect, special, incidental, consequential or punitive damages (as opposed to
direct or actual damages).

     (d) Change of Address, Etc. Each of the Borrower, the Administrative Agent,
the L/C Issuer and the Swing Line Lender may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to the
other parties hereto. Each other Lender may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to the
Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In
addition, each Lender agrees to notify the Administrative Agent from time to
time to ensure that the Administrative Agent has on record (i) an effective
address, contact name, telephone number, telecopier number and electronic mail
address to which notices and other communications may be sent and (ii) accurate
wire instructions for such Lender.

     (e) Reliance by Administrative Agent, L/C Issuer and Lenders. The
Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely
and act upon any notices (including telephonic Committed Loan Notices and Swing
Line Loan Notices) from a Responsible Officer of the Borrower even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation
thereof. All telephonic notices to and other telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.

11.03 NO WAIVER; CUMULATIVE REMEDIES.

     No failure by any Lender, any L/C Issuer or the Administrative Agent to
exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder shall


                                       95



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.

11.04 EXPENSES; INDEMNITY; DAMAGE WAIVER.

     (a) Costs and Expenses. The Borrower shall pay (i) all reasonable out of
pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out of pocket expenses incurred by the
applicable L/C Issuer in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder, (iii)
all reasonable out of pocket expenses incurred by the Administrative Agent, any
Lender or any L/C Issuer (including the reasonable fees, charges and
disbursements of any counsel for the Administrative Agent, any Lender or any L/C
Issuer), in connection with the enforcement or protection of its rights (A) in
connection with this Agreement and the other Loan Documents, including its
rights under this Section, or (B) in connection with the Loans made or Letters
of Credit issued hereunder, including all such out of pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit, and (iv) any civil penalty or fine imposed upon the
Administrative Agent, any Lender or any L/C Issuer, and all reasonable costs and
expenses (including the reasonable fees, charges and disbursements of any
counsel for the Administrative Agent, any Lender or any L/C Issuer) incurred in
connection with the defense thereof, as a result of any conduct of the Borrower
that violates a sanction enforced by the United States Treasury Department
Office of Foreign Assets Control.

     (b) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent, each Lender and each L/C Issuer, and each Related Party of
any of the foregoing Persons (each such Person being called an "Indemnitee")
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the reasonable fees,
charges and disbursements of any counsel for any Indemnitee), and shall
indemnify and hold harmless each Indemnitee from all reasonable fees and time
charges and disbursements for attorneys who may be employees of any Indemnitee,
incurred by any Indemnitee or asserted against any Indemnitee by any third party
or by the Borrower or any other Loan Party arising out of, in connection with,
or as a result of (i) the execution or delivery of this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or
thereunder, the consummation of the transactions contemplated hereby or thereby,
or, in the case of the Administrative Agent and its Related Parties only, the
administration of this Agreement and the other Loan Documents and/or the
syndication of the facilities contemplated by this Agreement, (ii) any Loan or
Letter of Credit or the use or proposed use of the proceeds therefrom (including
any refusal by the applicable L/C Issuer to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any
violation of, noncompliance


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with or liability under, any Environmental Law applicable to the operations of
the Borrower, any of its Subsidiaries or any of the properties (all the
foregoing, collectively, the "indemnified liabilities"), it being understood
that the Borrower shall have an obligation hereunder to any Lender, the L/C
Issuer or the Administrative Agent with respect to any indemnified liabilities
incurred by the Administrative Agent, any L/C Issuer or any Lender as a result
of any Materials of Environmental Concern that are first manufactured, emitted,
generated, treated, released, spilled, stored or disposed of on, at or from any
property or any violation of any Environmental Law, which in any case first
occurs on or with respect to such property (x) after the property is transferred
to the Administrative Agent, any L/C Issuer or any Lender or their successors or
assigns by foreclosure sale, deed in lieu of foreclosure, or similar transfer
or, following such transfer and (y) in connection with, but prior to, the sale,
leasing or other transfer of such property by the Administrative Agent, any L/C
Issuer, or any Lender or their successors or assigns to one or more third
parties; provided, however, that the Borrower shall have no obligation hereunder
to the Administrative Agent, any L/C Issuer or any Lender with respect to
otherwise indemnified liabilities arising from the gross negligence or willful
misconduct of the Administrative Agent, any L/C Issuer or any such Lender, or
with respect to otherwise indemnified liabilities following the sale, leasing or
other transfer of such property to one or more third parties.

     (c) Reimbursement by Lenders. To the extent that the Borrower for any
reason fails to indefeasibly pay any amount required under subsection (a) or (b)
of this Section to be paid by it to the Administrative Agent, any L/C Issuer or
any Related Party of any of the foregoing, each Lender severally agrees to pay
to the Administrative Agent, such L/C Issuer or such Related Party, as the case
may be, such Lender's Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount, provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent or any L/C Issuer in its capacity as
such, or against any Related Party of any of the foregoing acting for the
Administrative Agent or any L/C Issuer in connection with such capacity. The
obligations of the Lenders under this subsection (c) are subject to the
provisions of Section 2.12(d).

     (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted
by applicable law, the Borrower shall not assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof. No Indemnitee referred to in subsection (b) above
shall be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems to the extent permitted by
this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby.

     (e) Payments. All amounts due under this Section 11.04 shall be payable not
later than ten Business Days after demand therefor.


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     (f) Survival. The agreements in this Section 11.04 shall survive the
resignation of the Administrative Agent and any L/C Issuer, the replacement of
any Lender, the termination of the Aggregate Revolving Commitments and the
repayment, satisfaction or discharge of all the other Obligations.

11.05 PAYMENTS SET ASIDE.

     To the extent that any payment by or on behalf of the Borrower is made to
the Administrative Agent, any L/C Issuer or any Lender, or the Administrative
Agent, any L/C Issuer or any Lender exercises its right of setoff, and such
payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent,
such L/C Issuer or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor
Relief Law or otherwise, then (a) to the extent of such recovery, the obligation
or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such
setoff had not occurred, and (b) each Lender and each L/C Issuer severally
agrees to pay to the Administrative Agent upon demand its applicable share
(without duplication) of any amount so recovered from or repaid by the
Administrative Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the Federal Funds Rate
from time to time in effect. The obligations of the Lenders and each L/C Issuer
under clause (b) of the preceding sentence shall survive the payment in full of
the Obligations and the termination of this Agreement.

11.06 SUCCESSORS AND ASSIGNS.

     (a) Successors and Assigns Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that neither the
Borrower nor any other Loan Party may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender, except pursuant to a merger or
consolidation permitted by Section 8.04(c), and no Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (i) to an
Eligible Assignee in accordance with the provisions of subsection (b) of this
Section, (ii) by way of participation in accordance with the provisions of
subsection (d) of this Section, (iii) by way of pledge or assignment of a
security interest subject to the restrictions of subsection (f) of this Section
(and any other attempted assignment or transfer by any party hereto shall be
null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

     (b) Assignments by Lenders. Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b),


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participations in L/C Obligations and in Swing Line Loans) at the time owing to
it); provided that

          (i) except in the case of an assignment of the entire remaining amount
     of the assigning Lender's Commitment and the Loans at the time owing to it
     or in the case of an assignment to a Lender or an Affiliate of a Lender,
     the aggregate amount of the Revolving Commitment (which for this purpose
     includes Revolving Loans outstanding thereunder) or Term Loans or, if the
     Revolving Commitments are not then in effect, the outstanding principal
     balance of the Revolving Loans or Term Loans of the assigning Lender
     subject to each such assignment, determined as of the date the Assignment
     and Assumption with respect to such assignment is delivered to the
     Administrative Agent or, if "Trade Date" is specified in the Assignment and
     Assumption, as of the Trade Date, shall not be less than $5,000,000 in the
     case of Revolving Commitments or $1,000,000 in the case of Term Loans
     unless each of the Administrative Agent and, so long as no Event of Default
     has occurred and is continuing, the Borrower otherwise consents (each such
     consent not to be unreasonably withheld or delayed); provided, that after
     giving effect to any assignment of Revolving Commitments, so long as no
     Event of Default has occurred and is continuing, neither the assignor nor
     the assignee shall have a Revolving Commitment (if it has any Revolving
     Commitment) of less than $10,000,000 unless the Borrower otherwise
     consents;

          (ii) any assignment of a Term Loan must be approved by the
     Administrative Agent (such consent not to be unreasonably withheld or
     delayed) and any assignment of a Revolving Commitment must be approved by
     the Administrative Agent, all L/C Issuers and the Swing Line Lender (each
     such consent not to be unreasonably withheld or delayed), in each case,
     unless the Person that is the proposed assignee is itself a Lender (whether
     or not the proposed assignee would otherwise qualify as an Eligible
     Assignee); and

          (iii) the parties to each assignment shall execute and deliver to the
     Administrative Agent an Assignment and Assumption, together with a
     processing and recordation fee of $2,500, and the Eligible Assignee, if it
     shall not be a Lender, shall deliver to the Administrative Agent an
     Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 11.04 with
respect to facts and circumstances occurring prior to the effective date of such
assignment. Upon request, the Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this


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Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection (d) of this Section.

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

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

     Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 11.01 that affects such Participant. Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 11.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it were a
Lender.

     (e) Limitations upon Participant Rights. A Participant shall not be
entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than
the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower's prior written consent. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.01 unless the Borrower is notified of the
participation sold to such Participant and


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such Participant agrees, for the benefit of the Borrower, to comply with Section
3.01(e) as though it were a Lender.

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

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

     (h) Resignation as L/C Issuer or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time Bank
of America or any other L/C Issuer assigns all of its Commitment and Loans
pursuant to subsection (b) above, (i) Bank of America or any such L/C Issuer
may, upon 30 days' notice to the Borrower and the Lenders, resign as an L/C
Issuer and/or (ii) Bank of America may, upon 30 days' notice to the Borrower,
resign as Swing Line Lender. In the event of any such resignation as an L/C
Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from
among the Lenders a successor L/C Issuer or Swing Line Lender hereunder;
provided, however, that no failure by the Borrower to appoint any such successor
shall affect the resignation of Bank of America or any other L/C Issuer as an
L/C Issuer or the resignation of Bank of America as Swing Line Lender, as the
case may be. If Bank of America or any other L/C Issuer resigns as an L/C
Issuer, it shall retain all the rights, powers, privileges and duties of an L/C
Issuer hereunder with respect to all Letters of Credit outstanding as of the
effective date of its resignation as an L/C Issuer and all L/C Obligations with
respect thereto (including the right to require the Lenders to fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of
America resigns as Swing Line Lender, it shall retain all the rights of the
Swing Line Lender provided for hereunder with respect to Swing Line Loans made
by it and outstanding as of the effective date of such resignation, including
the right to require the Lenders to fund risk participations in outstanding
Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a
successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of
the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the
successor L/C Issuer shall issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or make
other arrangements satisfactory to Bank of America or such other L/C Issuer, as
the case may be, to effectively assume the obligations of Bank of America with
respect to such Letters of Credit.


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11.07 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.

     Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates' respective partners, directors, officers, employees, agents,
advisors and representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the consent of the Borrower or (h) to
the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, any L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrower.

     For purposes of this Section, "Information" means all information received
from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary
or any of their respective businesses, other than any such information that is
available to the Administrative Agent, any Lender or any L/C Issuer on a
nonconfidential basis prior to disclosure by the Borrower or any Subsidiary,
provided that, in the case of information received from the Borrower or any
Subsidiary after the Closing Date, such information is clearly identified at the
time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

     Each of the Administrative Agent, the Lenders and the L/C Issuers
acknowledges that (a) the Information may include material non public
information concerning the Borrower or a Subsidiary, as the case may be, (b) it
has developed compliance procedures regarding the use of material non public
information and (c) it will handle such material non public information in
accordance with applicable Law, including Federal and state securities Laws.

11.08 RIGHT OF SETOFF.

     Upon any amount becoming due and payable by the Borrower hereunder (whether
at stated maturity, by acceleration or otherwise), each Lender, each L/C Issuer
and each of their respective Affiliates is hereby authorized at any time and
from time to time, to the fullest extent permitted by applicable law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final, in whatever currency) at any time held and other obligations (in
whatever currency) at any time owing by such Lender, such L/C Issuer or any such
Affiliate to or


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for the credit or the account of the Borrower or any other Loan Party against
any and all of the obligations of the Borrower or such Loan Party now or
hereafter existing under this Agreement or any other Loan Document to such
Lender or such L/C Issuer, irrespective of whether or not such Lender or such
L/C Issuer shall have made any demand under this Agreement or any other Loan
Document and although such obligations of the Borrower or such Loan Party are
owed to a branch or office of such Lender or such L/C Issuer different from the
branch or office holding such deposit or obligated on such Indebtedness. The
rights of each Lender, each L/C Issuer and their respective Affiliates under
this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender, such L/C Issuer or their respective
Affiliates may have. Each Lender and each L/C Issuer agrees to notify the
Borrower and the Administrative Agent promptly after any such setoff and
application, provided that the failure to give such notice shall not affect the
validity of such setoff and application.

11.09 INTEREST RATE LIMITATION.

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

11.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS.

     This Agreement may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This
Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 5.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof that, when
taken together, bear the signatures of each of the other parties hereto.
Delivery of an executed counterpart of a signature page of this Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.

11.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

     All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and
thereof. Such representations and warranties have been or will be relied upon by
the Administrative Agent and each Lender, regardless of any


                                      103



investigation made by the Administrative Agent or any Lender or on their behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.

11.12 SEVERABILITY.

     If any provision of this Agreement or the other Loan Documents is held to
be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan
Documents shall not be affected or impaired thereby and (b) the parties shall
endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

11.13 REPLACEMENT OF LENDERS.

     (a) If any Lender requests compensation under Section 3.04, or (b) 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 3.01,
or 3.04(a) or (b), or (c) if any Lender is subject to illegality under Section
3.02, or (d) if any Lender is a Defaulting Lender or (e) if any Lender becomes a
Nonconsenting Lender (as hereinafter defined), or (f) the rating of any such
Lender is dropped below BBB- or the equivalent by one of the Ratings Agencies,
then, in the case of clauses (a) through (e), the Borrower, and in the case of
clauses (d) and (f), the Administrative Agent, may, at its sole expense and
effort, upon notice to such Lender and the Administrative Agent or the Borrower,
as applicable, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents
required by, Section 11.06), all of its interests, rights and obligations under
this Agreement and the related Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that:

          (i) the Administrative Agent shall have received the assignment fee
     specified in Section 11.06(b);

          (ii) such Lender shall have received payment of an amount equal to the
     outstanding principal of its Loans and L/C Advances, accrued interest
     thereon, accrued fees and all other amounts payable to it hereunder and
     under the other Loan Documents (including any amounts under Section 3.05)
     from the assignee (to the extent of such outstanding principal and accrued
     interest and fees) or the Borrower (in the case of all other amounts);

          (iii) in the case of any such assignment resulting from a claim for
     compensation under Section 3.04 or payments required to be made pursuant to
     Section 3.01, such assignment will result in a reduction in such
     compensation or payments thereafter;


                                      104



          (iv) such assignment does not conflict with applicable Laws; and

          (v) in the event of a replacement of a Nonconsenting Lender or a
     Lender to which the Borrower becomes obligated to pay additional amounts
     under one of the sections described above, in order for the Borrower to be
     entitled to replace such a Lender, such replacement must take place no
     later than 180 days after (i) the date the Nonconsenting Lender shall have
     notified the Borrower and the Administrative Agent of its failure to agree
     to any requested consent, waiver or amendment or (ii) the Lender shall have
     demanded payment of additional amounts under one of the sections described
     above, as the case may be. In the event that (x) the Borrower or the
     Administrative Agent has requested the Lenders to consent to a departure or
     waiver of any provisions of the Loan Documents or to agree to any amendment
     thereto, (y) the consent, waiver or amendment in question requires the
     agreement of all Lenders in accordance with the terms of Section 11.01 and
     (z) the Required Lenders have agreed to such consent, waiver or amendment,
     then any Lender who does not agree to such consent, waiver or amendment
     shall be deemed a "Nonconsenting Lender."

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

11.14 GOVERNING LAW; JURISDICTION; ETC.

     (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     (b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK CITY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT, AND
ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN
ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT,
ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE
BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.


                                      105



     (c) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.

     (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.

11.15 WAIVER OF JURY TRIAL.

     EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.16 USA PATRIOT ACT NOTICE.

     Each Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107 56 (signed into law October 26, 2001)) (the "Act"), it
is required to obtain, verify and record information that identifies the
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 Act.

11.17 RELEASE OF GUARANTORS.

     If on any date subsequent to the Closing Date, (a) all of the Subordinated
Debt is rated Baa3 or better by Moody's and BBB- or better by S&P (or if either
such entity ceases to rate the


                                      106



Subordinated Debt for reasons outside of the control of the Borrower, the
equivalent investment grade credit rating from any other "nationally recognized
statistical rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act selected by the Borrower as a replacement agency) and (b)
no Default or Event of Default shall have occurred and be continuing before and
after giving effect thereto, (i) the Guaranty of each Subsidiary hereunder will
be released at the time of the release of the Guarantees under all of the
documentation governing the Subordinated Debt; provided that in the event that
any such Subsidiary thereafter Guarantees any of the Subordinated Debt (or if
any released Guarantee under any of the documentation governing the Subordinated
Debt is reinstated or renewed), then such Subsidiary will Guarantee the
Obligations on the terms and conditions set forth in Article IV pursuant to the
documentation and within the time period required by Section 7.09 and (ii) no
Subsidiary thereafter acquired or created will be required to provide a Guaranty
hereunder unless such Subsidiary Guarantees any of the Subordinated Debt.

     Notwithstanding the foregoing, if the ratings assigned to any of the
Subordinated Debt by any such rating agency should subsequently decline to below
Baa3 or BBB-, respectively, then the Subsidiaries will Guarantee the Obligations
on the terms and conditions set forth in Article IV pursuant to the
documentation and within the time period required by Section 7.09.

     The Guaranty of Holdings will be released at such time as Holdings is
merged with and into the Borrower in accordance with the terms of Section
8.04(d).

11.18 WAIVER OF NOTICE OF TERMINATION.

     Those Lenders party hereto which are also party to the Existing Credit
Agreement hereby waive any prior notice requirement under the Existing Credit
Agreement with respect to the termination of commitments thereunder and the
making of any prepayments thereunder.

11.19 ENTIRE AGREEMENT.

     THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

11.20 EXISTING CREDIT AGREEMENT SUPERSEDED.

     As set forth in Section 1.09, the Existing Credit Agreement is superseded
by this Agreement, which has been executed in renewal, amendment, restatement
and modification, but not in novation or extinguishment of, the obligations
under the Existing Credit Agreement.


                                      107



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                    BORROWER:

                                    L-3 COMMUNICATIONS CORPORATION,
                                    a Delaware corporation


                                    By: /s/ Christopher C. Cambria
                                        -------------------------------------
                                    Name: Christopher C. Cambria
                                    Title: Senior Vice President, Secretary
                                           and General Counsel


                                    GUARANTORS:

                                    L-3 COMMUNICATIONS HOLDINGS, INC.,
                                    a Delaware corporation


                                    By: /s/ Christopher C. Cambria
                                        -------------------------------------
                                    Name: Christopher C. Cambria
                                    Title: Senior Vice President, Secretary
                                           and General Counsel


                                    APCOM, INC.,
                                    a Maryland corporation
                                    BROADCAST SPORTS INC.,
                                    a Delaware corporation
                                    D.P. ASSOCIATES INC.,
                                    a Virginia corporation
                                    ELECTRODYNAMICS, INC.,
                                    an Arizona corporation
                                    HENSCHEL INC.,
                                    a Delaware corporation
                                    HYGIENETICS ENVIRONMENTAL SERVICES, INC.,
                                    a Delaware corporation
                                    INTERSTATE ELECTRONICS CORPORATION,
                                    a California corporation
                                    KDI PRECISION PRODUCTS, INC.,
                                    a Delaware corporation


                                    By: /s/ Christopher C. Cambria
                                        -------------------------------------
                                    Name: Christopher C. Cambria
                                    Title: Vice President and Secretary



                                    L-3 COMMUNICATIONS ADVANCED LASER
                                    SYSTEMS TECHNOLOGY, INC.,
                                    a Florida corporation
                                    L-3 COMMUNICATIONS AEROMET, INC.,
                                    an Oregon corporation
                                    L-3 COMMUNICATIONS AIS GP CORPORATION,
                                    a Delaware corporation
                                    L-3 COMMUNICATIONS AVIONICS SYSTEMS,
                                    INC.,
                                    a Delaware corporation
                                    L-3 COMMUNICATIONS AVISYS CORPORATION,
                                    a Texas corporation
                                    L-3 COMMUNICATIONS AYDIN CORPORATION,
                                    a Delaware corporation
                                    L-3 COMMUNICATIONS CE HOLDINGS, INC.,
                                    a Delaware corporation
                                    L-3 COMMUNICATIONS CINCINNATI ELECTRONICS
                                    CORPORATION,
                                    an Ohio corporation
                                    L-3 COMMUNICATIONS CSI, INC.,
                                    a California corporation
                                    L-3 COMMUNICATIONS ELECTRON TECHNOLOGIES,
                                    INC.,
                                    a Delaware corporation
                                    L-3 COMMUNICATIONS ESSCO, INC.,
                                    a Delaware corporation
                                    L-3 COMMUNICATIONS GOVERNMENT SERVICES,
                                    INC.,
                                    a Virginia corporation
                                    L-3 COMMUNICATIONS ILEX SYSTEMS, INC.,
                                    a Delaware corporation
                                    L-3 COMMUNICATIONS INFRAREDVISION
                                    TECHNOLOGY CORPORATION,
                                    a California corporation
                                    L-3 COMMUNICATIONS INVESTMENTS INC.,
                                    a Delaware corporation
                                    L-3 COMMUNICATIONS KLEIN ASSOCIATES,
                                    INC.,
                                    a Delaware corporation
                                    L-3 COMMUNICATIONS MAS (US) CORPORATION,
                                    a Delaware corporation


                                    By: /s/ Christopher C. Cambria
                                        -------------------------------------
                                    Name: Christopher C. Cambria
                                    Title: Vice President and Secretary



                                    L-3 COMMUNICATIONS MOBILE-VISION, INC.,
                                    a New Jersey corporation
                                    L-3 COMMUNICATIONS SECURITY AND DETECTION
                                    SYSTEMS, INC.,
                                    a Delaware corporation
                                    L-3 COMMUNICATIONS SONOMA EO, INC.,
                                    a California corporation
                                    L-3 COMMUNICATIONS TITAN CORPORATION,
                                    a Delaware corporation
                                    L-3 COMMUNICATIONS WESTWOOD CORPORATION,
                                    a Nevada corporation
                                    LINCOM WIRELESS, INC.,
                                    a Delaware corporation
                                    MCTI ACQUISITION CORPORATION,
                                    a Maryland corporation
                                    MICRODYNE COMMUNICATIONS TECHNOLOGIES
                                    INCORPORATED,
                                    a Maryland corporation
                                    MICRODYNE CORPORATION,
                                    a Maryland corporation
                                    MICRODYNE OUTSOURCING INCORPORATED,
                                    a Maryland corporation
                                    MPRI, INC.,
                                    a Delaware corporation
                                    PAC ORD, INC.,
                                    a Delaware corporation
                                    POWER PARAGON, INC.,
                                    a Delaware corporation
                                    PROCOM SERVICES, INC.,
                                    a California corporation
                                    SHELLCO, INC.,
                                    a Delaware corporation
                                    SHIP ANALYTICS, INC.,
                                    a Connecticut corporation
                                    SHIP ANALYTICS INTERNATIONAL, INC.,
                                    a Delaware corporation
                                    SHIP ANALYTICS USA, INC.,
                                    a Connecticut corporation
                                    SPD ELECTRICAL SYSTEMS, INC.,
                                    a Delaware corporation


                                    By: /s/ Christopher C. Cambria
                                        -------------------------------------
                                    Name: Christopher C. Cambria
                                    Title: Vice President and Secretary



                                    SPD SWITCHGEAR INC.,
                                    a Delaware corporation
                                    SYCOLEMAN CORPORATION,
                                    a Florida corporation
                                    TITAN FACILITIES, INC.,
                                    a Virginia corporation
                                    TITAN SCAN TECHNOLOGIES CORPORATION,
                                    a Delaware corporation
                                    TROLL TECHNOLOGY CORPORATION,
                                    a California corporation
                                    WESCAM AIR OPS INC.,
                                    a Delaware corporation
                                    WESCAM INCORPORATED,
                                    a Florida corporation
                                    WESCAM HOLDINGS (US) INC.,
                                    a Delaware corporation
                                    WOLF COACH INC.,
                                    a Massachusetts corporation


                                    By: /s/ Christopher C. Cambria
                                        -------------------------------------
                                    Name: Christopher C. Cambria
                                    Title: Vice President and Secretary


                                    L-3 COMMUNICATIONS INTEGRATED SYSTEMS
                                    L.P.,
                                    a Delaware limited partnership

                                    By: L-3 COMMUNICATIONS AIS GP
                                        CORPORATION, as General Partner


                                    By: /s/ Christopher C. Cambria
                                        -------------------------------------
                                    Name: Christopher C. Cambria
                                    Title: Vice President and Secretary


                                    L-3 COMMUNICATIONS VERTEX AEROSPACE LLC,
                                    a Delaware limited liability company

                                    By: L-3 COMMUNICATIONS INTEGRATED
                                        SYSTEMS, L.P., as Sole Member

                                    By: L-3 COMMUNICATIONS AIS GP
                                        CORPORATION, as General Partner


                                    By: /s/ Christopher C. Cambria
                                        -------------------------------------
                                    Name: Christopher C. Cambria
                                    Title: Vice President and Secretary


                                    L-3 COMMUNICATIONS FLIGHT CAPITAL LLC,
                                    L-3 COMMUNICATIONS FLIGHT INTERNATIONAL
                                    AVIATION LLC,
                                    L-3 COMMUNICATIONS VECTOR INTERNATIONAL
                                    AVIATION LLC,
                                    each a Delaware limited liability company

                                    By: L-3 COMMUNICATIONS VERTEX
                                        AEROSPACE LLC, as Sole Member

                                    By: L-3 COMMUNICATIONS INTEGRATED
                                        SYSTEMS L.P., as Sole Member

                                    By: L-3 COMMUNICATIONS AIS GP
                                        CORPORATION, as General Partner


                                    By: /s/ Christopher C. Cambria
                                        -------------------------------------
                                    Name: Christopher C. Cambria
                                    Title: Vice President and Secretary


                                    WESCAM AIR OPS LLC,
                                    a Delaware limited liability company

                                    By: WESCAM INCORPORATED, as Sole Member


                                    By: /s/ Christopher C. Cambria
                                        -------------------------------------
                                    Name: Christopher C. Cambria
                                    Title: Vice President and Secretary



                                    WESCAM LLC,
                                    a Delaware limited liability company

                                    By: L-3 COMMUNICATIONS CORPORATION,
                                        as Sole Member


                                    By: /s/ Christopher C. Cambria
                                        -------------------------------------
                                    Name: Christopher C. Cambria
                                    Title: Vice President and Secretary


                                    INTERNATIONAL SYSTEMS, LLC,
                                    a Delaware limited liability company

                                    By: L-3 COMMUNICATIONS TITAN
                                        CORPORATION, as Sole Member


                                    By: /s/ Christopher C. Cambria
                                        -------------------------------------
                                    Name: Christopher C. Cambria
                                    Title: Vice President and Secretary






                                   BANK OF AMERICA, N.A.
                                   as Administrative Agent


                                   By: /s/ Kenneth J. Beck
                                       -------------------------------------
                                   Name:   Kenneth J. Beck
                                   Title:  Senior Vice President


                                   BANK OF AMERICA, N.A., as a Lender,
                                   an L/C Issuer and Swing Line Lender


                                   By: /s/ Kenneth J. Beck
                                       -------------------------------------
                                   Name:   Kenneth J. Beck
                                   Title:  Senior Vice President


                                   BARCLAYS BANK PLC,
                                   as a Lender


                                   By: /s/ David Barton
                                       -------------------------------------
                                   Name:   David Barton
                                   Title:  Associate Director


                                   BEAR STEARNS CORPORATE LENDING INC.,
                                   as a Lender


                                   By: /s/ Richard Bram Smith
                                       -------------------------------------
                                   Name:   Richard Bram Smith
                                   Title:  Vice President



                                   CALYON NEW YORK BRANCH,
                                   as a Lender


                                   By: /s/ Yuri Muzichenko
                                       -------------------------------------
                                   Name:   Yuri Muzichenko
                                   Title:  Vice President


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


                                   SOCIETE GENERALE,
                                   as a Lender


                                   By: /s/ R.D. Boyd Harman
                                       -------------------------------------
                                   Name:   R.D. Boyd Harman
                                   Title:   Vice President


                                   KEYBANK NATIONAL ASSOCIATION,
                                   as a Lender


                                   By: /s/ Donald F. Carrmichael
                                       -------------------------------------
                                   Name:   Donald F. Carrmichael
                                   Title:  Vice President


                                   THE GOVERNOR AND COMPANY OF THE BANK OF
                                   IRELAND,
                                   as a Lender


                                   By: /s/ Olivia Barriere
                                       -------------------------------------
                                   Name:   Olivia Barriere
                                   Title:  Authorised Signatory


                                   By: /s/ Deirdre Reddan
                                       -------------------------------------
                                   Name:   Deirdre Reddan
                                   Title:  Authorised Signatory






                                   COMERICA BANK,
                                   as a Lender


                                   By: /s/ Sarah R. West
                                       -------------------------------------
                                   Name:   Sarah R. West
                                   Title:  Account Officer


                                   WESTLB AG, NEW YORK BRANCH,
                                   as a Lender


                                   By: /s/ Rolf Schmitz
                                       -------------------------------------
                                   Name:   Rolf Schmitz
                                   Title:  Director


                                   By: /s/ Walter T. Duffy III
                                       -------------------------------------
                                   Name:   Walter T. Duffy III
                                   Title:  Senior Vice President


                                   LEHMAN COMMERCIAL PAPER INC.,
                                   as a Lender


                                   By: /s/ V. Paul Arzoulan
                                       -------------------------------------
                                   Name:   V. Paul Arzoulan
                                   Title:  Authorised Signatory


                                   CREDIT SUISSE, Cayman Islands Branch,
                                   as a Lender


                                   By: /s/ Ian Nalitt
                                       -------------------------------------
                                   Name:   Ian Nalitt
                                   Title:  Vice President


                                   By: /s/ Denise L. Alvarez
                                       -------------------------------------
                                   Name:   Denise L. Alvarez
                                   Title:  Associate



                                   BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
                                   as a Lender


                                   By: /s/ Eric Planey
                                       -------------------------------------
                                   Name:   Eric Planey
                                   Title:  Vice President


                                   MORGAN STANLEY BANK,
                                   as a Lender


                                   By: /s/ Daniel Twenge
                                       -------------------------------------
                                   Name:   Daniel Twenge
                                   Title:  Vice President
                                           Morgan Stanley Bank

                                   AUSTRALIA AND NEW ZEALAND BANKING
                                   GROUP LIMITED, as a Lender


                                   By: /s/ John W. Wade
                                       -------------------------------------
                                   Name:   John W. Wade
                                   Title:  Director


                                   THE BANK OF NEW YORK,
                                   as a Lender


                                   By: /s/ Kenneth P. Sneider, Jr.
                                       -------------------------------------
                                   Name:   Kenneth P. Sneider, Jr.
                                   Title:  Vice President


                                   CREDIT INDUSTRIEL ET COMMERCIAL,
                                   as a Lender


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


                                   By: /s/ Marcus Edward
                                       -------------------------------------
                                   Name:   Marcus Edward
                                   Title:  Vice President






                                   WACHOVIA BANK, NATIONAL ASSOCIATION,
                                   as a Lender


                                   By: /s/ Robert G. McGill, Jr.
                                       -------------------------------------
                                   Name:   Robert G. McGill, Jr.
                                   Title:  Director


                                   HSBC BANK USA, N.A.,
                                   as a Lender


                                   By: /s/ Bruce Wicks
                                       -------------------------------------
                                   Name:   Bruce Wicks
                                   Title:  First Vice President


                                   SCOTIABANC INC.,
                                   as a Lender


                                   By: /s/ Nadine Bell
                                       -------------------------------------
                                   Name:   Nadine Bell
                                   Title:  Senior Manager


                                   THE BANK OF NOVA SCOTIA,
                                   as a Lender


                                   By: /s/ T.S. (Todd) Meller
                                       -------------------------------------
                                   Name:   T.S. (Todd) Meller
                                   Title:  Managing Director



                                   SUNTRUST BANK,
                                   as a Lender


                                   By: /s/ Katherine L. Bass
                                       -------------------------------------
                                   Name:   Katherine L. Bass
                                   Title:  Vice President


                                   SUMITOMO MITSUI BANKING CORPORATION,
                                   as a Lender


                                   By: /s/ William M. Ginn
                                       -------------------------------------
                                   Name:   William M. Ginn
                                   Title:  General Manager and Head
                                           Corporate Banking


                                   MIZUHO CORPORATE BANK, LTD,
                                   as a Lender


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


                                   FORTIS BANK S.A./N.V., CAYMAN ISLANDS BRANCH,
                                   as a Lender


                                   By: /s/ Jacques Thys
                                       -------------------------------------
                                   Name:   Jacques Thys
                                   Title:  Chairman and County Manager


                                   By: /s/ Diran Cholaldan
                                       -------------------------------------
                                   Name:   Diran Cholaldan
                                   Title:  Vice President