EXHIBIT 10.32 U.S $95,000,000 AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 21, 1996

EXHIBIT 10.32

U.S $95,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of October 21, 1996

among

XXXXXXX CORPORATION,

as the Company,

and

CERTAIN COMMERCIAL LENDING INSTITUTIONS,

as the Lenders,

and

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION

as the Agent for the Lenders

and

SUNTRUST BANK, ATLANTA

as the Co-Agent for the Lenders
2

TABLE OF CONTENTS

SECTION Page
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ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1. Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.2. Use of Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 1.3. Cross-References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 1.4. Accounting and Financial Determinations . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE II

COMMITMENTS, BORROWING PROCEDURES AND NOTES

SECTION 2.1. Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 2.1.1. Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 2.1.2. Commitment to Issue Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 2.1.3. Lenders Not Permitted or Required To Make
Committed Loans or Issue or Participate
in Letters of Credit Under Certain
Circumstances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 2.2. Reduction of Commitment Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 2.3. Committed Borrowing Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 2.4. Continuation and Conversion Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.5. Bid Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.6 Procedure for Bid Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 2.7. Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 2.8. Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 2.9. Extension of Commitment Termination
Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1. Repayments and Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 3.2. Interest Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 3.2.1. Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 3.2.2. Post-Maturity Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 3.2.3. Payment Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 3.3. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 3.3.1. Facility Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 3.3.2. Agent's Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 3.3.3. Letter of Credit Face Amount Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 3.3.4. Other Letter of Credit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(a) Administrative Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(b) Drawing Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 3.3.5. Amendment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

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ARTICLE IV

LETTERS OF CREDIT

SECTION 4.1. Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 4.2. Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 4.3. Reimbursement of Drawings under Letters of Credit . . . . . . . . . . . 37
SECTION 4.4. General Provisions as to Letters of Credit . . . . . . . . . . . . . . 37
(a) Limitation on Issuer's Duty to Issue . . . . . . . . . . . . . 37
(b) Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . 37
(c) Participations by Lenders . . . . . . . . . . . . . . . . . . 37
(d) Funding of Letter of Credit Drawings . . . . . . . . . . . . . 37
(e) Company's Obligations Absolute . . . . . . . . . . . . . . . . 38
(f) Lender Obligations Absolute . . . . . . . . . . . . . . . . . 39
(g) Reimbursement Default by Lenders . . . . . . . . . . . . . . . 39
(h) Limitation of Liability With Respect To Letters of
Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 4.5. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 4.6. Payments on Demand . . . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE V

CERTAIN EURODOLLAR RATE AND OTHER PROVISIONS

SECTION 5.1. Eurodollar Rate Lending Unlawful . . . . . . . . . . . . . . . . . . . 41
SECTION 5.2. Inability to Determine Rates . . . . . . . . . . . . . . . . . . . . . 42
SECTION 5.3. Increased Eurodollar Rate Loan Costs, etc. . . . . . . . . . . . . . . 42
SECTION 5.4. Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 5.5. Increased Capital Costs . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 5.6. Payments, Computations, etc. . . . . . . . . . . . . . . . . . . . . . 44
SECTION 5.7. Sharing of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 5.8. Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 5.9. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 5.10. Replacement Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE VI

CONDITIONS PRECEDENT

SECTION 6.1. Conditions to Effectiveness . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 6.1.1. Resolutions, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 6.1.2. Delivery of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 6.1.3. Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

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SECTION 6.1.4. Opinions of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 6.2. All Credit Extensions . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 6.2.1. Compliance with Warranties, No Default, etc.. . . . . . . . . . . . . . 47
SECTION 6.2.2. Credit Request . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 6.2.3. Satisfactory Legal Form . . . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

SECTION 7.1. Organization, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 7.2. Due Authorization, Non-Contravention, etc. . . . . . . . . . . . . . . 49
SECTION 7.3. Government Approval, Regulation, etc. . . . . . . . . . . . . . . . . . 49
SECTION 7.4. Validity, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 7.5. Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 7.6. No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 7.7. Litigation, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 7.8. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 7.9. Ownership of Properties . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 7.10. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 7.11. Pension and Welfare Plans . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 7.12. Environmental Warranties . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 7.13. Regulations G, U and X . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 7.14. Accuracy of Information . . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE VIII

COVENANTS

SECTION 8.1. Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 8.1.1. Financial Information, Reports, Notices, etc. . . . . . . . . . . . . . 52
SECTION 8.1.2. Compliance with Laws, etc. . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 8.1.3. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 8.1.4. Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 8.1.5. Environmental Covenant . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 8.1.6 Additional Documentation . . . . . . . . . . . . . . . . . . . . . . . 55
(a) Resolutions, etc., of Tascor Incorporated . . . . . . . . . . 56
(b) Disclosure Schedule . . . . . . . . . . . . . . . . . . . . . 56
SECTION 8.2. Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 8.2.1. Business Activities . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 8.2.2. Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 8.2.3. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 8.2.4. Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . 59
(a) Consolidated Net Worth . . . . . . . . . . . . . . . . . . . . 59
(b) Funded Debt Ratio . . . . . . . . . . . . . . . . . . . . . . 60

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(c) Fixed Charge Coverage Ratio . . . . . . . . . . . . . . . . . 60
(d) Leverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . 60
(e) Current Ratio . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 8.2.5. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 8.2.6. Restricted Payments, etc. . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 8.2.7. Consolidation, Merger, etc. . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 8.2.8. Asset Dispositions, etc. . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 8.2.9. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . 67

ARTICLE IX

EVENTS OF DEFAULT

SECTION 9.1. Listing of Events of Default . . . . . . . . . . . . . . . . . . . . . 67
SECTION 9.1.1. Non-Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 9.1.2. Breach of Warranty . . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 9.1.3. Non-Performance of Certain Covenants and Obligations . . . . . . . . . 67
SECTION 9.1.4. Non-Performance of Other Covenants and Obligations . . . . . . . . . . 68
SECTION 9.1.5. Default on Other Indebtedness . . . . . . . . . . . . . . . . . . . . . 68
SECTION 9.1.6. Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 9.1.7. Pension Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 9.1.8. Control of the Company . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 9.1.9. Bankruptcy, Insolvency, etc. . . . . . . . . . . . . . . . . . . . . . 69
SECTION 9.1.10. Impairment of Security, etc. . . . . . . . . . . . . . . . . . . . . . 69
SECTION 9.2. Action if Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 9.3. Action if Other Event of Default . . . . . . . . . . . . . . . . . . . 70

ARTICLE X

THE AGENT

SECTION 10.1. Appointment and Authorization . . . . . . . . . . . . . . . . . . . . . 70
SECTION 10.2. Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 10.3. Liability of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 10.4. Reliance by Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 10.5. Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 10.6. Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 10.7. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 10.8. Agent in Individual Capacity . . . . . . . . . . . . . . . . . . . . . 73
SECTION 10.9. Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 10.10. Withholding Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 10.11. Co-Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

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ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.1. Waivers, Amendments, etc. . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 11.2. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 11.3. Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 11.4. Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 11.5. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 11.6. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 11.7. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 11.8. Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 11.9. Governing Law; Entire Agreement . . . . . . . . . . . . . . . . . . . . 80
SECTION 11.10. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 11.11. Sale and Transfer of Loans and Notes;
Participations in Loans and Notes . . . . . . . . . . . . . . . . . . . 80
SECTION 11.11.1. Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 11.11.2. Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 11.12. Other Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 11.13. Forum Selection and Consent to
Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

Schedules:

SCHEDULE I Disclosure Schedule
SCHEDULE II Lenders' Addresses; Domestic Offices;
Eurodollar Offices

Exhibits:

EXHIBIT A-1 Form of Committed Loan Note
EXHIBIT A-2 Form of Bid Loan Note
EXHIBIT B Form of Borrowing Request
EXHIBIT C Form of Continuation/Conversion Notice
EXHIBIT D Form of Guaranty
EXHIBIT E Form of Joinder Agreement
EXHIBIT F Form of Lender Assignment Agreement
EXHIBIT G Form of Competitive Bid Request
EXHIBIT H Form of Competitive Bid Offer
EXHIBIT I Form of Opinion of Counsel to the Company
EXHIBIT J Form of Compliance Certificate
EXHIBIT K Form of Borrowing Base Certificate

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AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 21,
1996, among XXXXXXX CORPORATION, a Georgia corporation (the "Company"), the
various financial institutions as are or may become parties hereto
(collectively, the "Lenders"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as agent (the "Agent") for the Lenders, and SUNTRUST BANK, ATLANTA
(formerly known as Trust Company Bank), as co-agent (the "Co-Agent") for the
Lenders.

W I T N E S S E T H:

WHEREAS, the Company is engaged directly and through its various
Subsidiaries in various businesses including but not limited to providing
temporary workers, contract programmers, call center staffing, management
services, and healthcare staffing services to or on behalf of other companies;
and

WHEREAS, the Company, the Lenders, the Agent and the Co-Agent are
parties to a Credit Agreement, dated as of August 31, 1994 (as heretofore
amended, supplemented or otherwise modified, the "Existing Agreement"),
pursuant to which the Lenders have agreed to make revolving loans to the
Company and the Issuer (as defined therein) has agreed to issue letters of
credit for the account of the Company;

WHEREAS, the Company has requested that the Lenders, the Agent and the
Co-Agent amend the Existing Agreement in various respects and, for convenience
of reference, the parties have agreed to amend and restate the Existing
Agreement in its entirety to reflect such amendments;

WHEREAS, the proceeds of the Loans hereunder will be used for general
corporate purposes including but not limited to acquisitions, joint ventures
and other transactions, working capital purposes and to repay certain existing
Indebtedness of the Company and its Subsidiaries;

NOW, THEREFORE, as of the Effective Date, the Existing Agreement is
hereby amended and restated as follows:
8

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1. Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

"Absolute Rate" is defined in subsection 2.6(b)(ii)(D).

"Absolute Rate Auction" means a solicitation of Competitive
Bids setting forth Absolute Rates pursuant to Section 2.6.

"Absolute Rate Bid Loan" means a Bid Loan that bears interest
at a rate determined with reference to the Absolute Rate.

"Accounts" means all accounts, general intangibles (including,
without limitation, all payments due under all franchise, license and
agency agreements, whether designated as royalties, license or
franchise fees, liquidation fees or otherwise), chattel paper,
instruments and documents as such terms are defined under the Uniform
Commercial Code, now owned or hereafter acquired by the Company or any
Subsidiary, or in which the Company or any Subsidiary now has or
hereafter acquires any rights, and the proceeds of any of the
foregoing, but shall not include indebtedness due to or arising out of
claims in tort or indebtedness evidenced by a promissory note or a
negotiable instrument, except to the extent that any such note or
instrument is required to be delivered to the Agent or Co-Agent
pursuant to any provision of this Agreement.

"Acquisition" means any transaction, or any series of related
transactions, by which the Company or any of its Subsidiaries (i)
acquires any going business or all or substantially all of the assets
of any Person whether through purchase of assets, merger or otherwise,
or (ii) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a
majority (in number of votes) of the securities of a corporation which
have ordinary voting power for the election of directors, managers,
trustees or others performing similar functions.

"Affiliate" means any Person that directly or indirectly
through one or more intermediaries controls, or is controlled by, or is
under common control with, the Company. Any Person that beneficially
owns or holds (i) 25% or more of any class of the voting stock of the
Company or (ii) 25% or more of the

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9

voting stock (or in the case of a Person that is not a corporation,
25% or more of the equity interest) of which is beneficially owned or
held by the Company or a Subsidiary shall be rebuttably presumed to be
an Affiliate, unless the Company can prove otherwise. The term
"control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting stock, by contract or
otherwise. No Person shall be deemed an Affiliate solely by reason of
entering into a franchise or agency agreement with the Company or any
Subsidiary.

"Agent" is defined in the preamble and includes each other
Person as shall have subsequently been appointed as the successor
Agent pursuant to Section 10.9.

"Agent-Related Persons" means BofA and any successor agent
arising under Section 10.9, together with their respective affiliates.

"Agreement" means, on any date, this Amended and Restated
Credit Agreement as originally in effect on the Effective Date and as
thereafter from time to time amended, supplemented, amended and
restated, or otherwise modified and in effect on such date.

"Applicable Margin" means, with respect to the interest rate
applicable to each Committed Loan, the Facility Fee or Letter of
Credit Fee, the amount (expressed as a percentage rate per annum)
shown below:

(a) if the Company's Funded Debt Ratio is greater than
3.25 to 1:

Type of Rate or Fee Applicable Margin
------------------- -----------------

Eurodollar - Based Rate 1.000%
Reference Rate - Based Rate .000%
Facility Fee .250%
Letter of Credit Fee 1.000%

(b) if the Company's Funded Debt Ratio is greater than 3.0 to
1.0 but less than or equal to 3.25 to 1.0:

Type of Rate or Fee Applicable Margin
------------------- -----------------

Eurodollar - Based Rate .800%
Reference Rate - Based Rate .000%
Facility Fee .200%
Letter of Credit Fee .800%

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Type of Rate or Fee Applicable Margin
------------------- -----------------

Eurodollar - Based Rate .550%
Reference Rate - Based Rate -.250%
Facility Fee .200%
Letter of Credit Fee .550%

(d) if the Company's Funded Debt Ratio is greater than
1.6 to 1.0 but less than or equal to 2.5 to 1.0:

Type of Rate or Fee Applicable Margin
------------------- -----------------

Eurodollar - Based Rate .350%
Reference Rate - Based Rate -.500%
Facility Fee .150%
Letter of Credit Fee .350%

(e) if the Company's Funded Debt Ratio is less than or
equal to 1.6 to 1.0:

Type of Rate or Fee Applicable Margin
------------------- -----------------

Eurodollar - Based Rate .250%
Reference Rate - Based Rate -.500%
Facility Fee .100%
Letter of Credit Fee .250%

Any increase or decrease in the Applicable Margin resulting
from a change in the Funded Debt Ratio shall become effective as of
the first day of the Fiscal Quarter immediately following the date the
financial statements described in Sections 8.1.1(a) and (b) are
delivered; provided, however, that any change in the Applicable Margin
resulting from a change in the Funded Debt Ratio as of the last day of
the fourth Fiscal Quarter of any Fiscal Year shall become effective as
of the first day of the second Fiscal Quarter of the following Fiscal
Year; and provided, further, that if such financial statements are not
delivered during such preceding Fiscal Quarter, the Applicable Margin
shall be the amounts defined in clause (a) above until so delivered.

"Assignee Lender" is defined in Section 11.11.1.

"Attorney Costs" means and includes all fees and disbursements
of any law firm or other external counsel, and, without duplication,
the allocated cost of internal legal services and all disbursements of
internal counsel.

4
11

"Authorized Officer" means, relative to any Obligor, those of
its officers whose signatures and incumbency shall have been certified
to the Agent and the Lenders pursuant to Section 6.1.1.

"BAI" means Bank of America Illinois, a bank organized under
the laws of the State of Illinois.

"Bid Borrowing" means a Borrowing hereunder consisting of one
or more Bid Loans made to the Company on the same day by one or more
Lenders.

"Bid Loan" means a Loan by a Lender to the Company under
Section 2.5, which may be a Eurodollar Rate Bid Loan or an Absolute
Rate Bid Loan.

"Bid Loan Note" means a promissory note of the Company payable
to the order of any Lender, in the form of Exhibit A-2 (as such
promissory note may be amended, endorsed or otherwise modified from
time to time), evidencing the aggregate Indebtedness of the Company to
such Lender resulting from outstanding Bid Loans made by such Lender,
and also means all other promissory notes accepted from time to time
in substitution therefor or renewal thereof.

"BofA" means Bank of America National Trust and Savings
Association, a national banking association.

"Borrowing" means a borrowing hereunder consisting of Loans of
the same Type made to the Company on the same day by the Lenders under
Article II, and may be a Committed Borrowing or a Bid Borrowing and,
other than in the case of Reference Rate Committed Loans, having the
same Interest Period.

"Borrowing Base" means the product of multiplying the Company's
consolidated net Accounts (i.e. gross Accounts less allowance for
doubtful Accounts and Accounts originated outside the United States of
America, all determined in accordance with GAAP) by .75.

"Borrowing Request" means a loan request and certificate duly
executed by an Authorized Officer of the Company, substantially in the
form of Exhibit B.

"Business Day" means

(a) any day which is neither a Saturday or Sunday nor a
legal holiday on which banks are authorized or required to be closed
in San Francisco, California, Chicago, Illinois and Atlanta, Georgia;
and

5
12

(b) relative to the making, continuing, prepaying or
repaying of any Eurodollar Rate Loans, any day on which dealings in
Dollars are carried on in the eurodollar interbank market.

"Capital Expenditures" means, for any period, the aggregate
expenditures of the Company and its Subsidiaries for fixed or capital
assets made during such period which, in accordance with GAAP, would
be classified as capital expenditures (including the aggregate amount
of all Capitalized Lease Liabilities incurred during such period and
the aggregate expenditures of the Company for real property
acquisitions) and includes, in any event, the aggregate expenditures
of the Company and its Subsidiaries made during such period for
development of financial and operating systems to the extent such
expenditures are capitalized on the consolidated balance sheet of the
Company and its Subsidiaries as at the end of such period.

"Capitalized Lease" means any lease the obligation for Rentals
with respect to which is required to be capitalized on a balance sheet
of the lessee in accordance with GAAP.

"Capitalized Lease Liabilities" means all monetary obligations
of the Company or any of its Subsidiaries under any leasing or similar
arrangement which, in accordance with GAAP, would be classified as
capitalized leases, and, for purposes of this Agreement and each other
Loan Document, the amount of such obligations shall be the capitalized
amount thereof, determined in accordance with GAAP.

"Capitalized Rentals" means, as of the date of any
determination, the amount at which the aggregate Rentals due and to
become due under all Capitalized Leases under which the Company or any
Subsidiary is a lessee would be reflected as a liability on a
consolidated balance sheet of the Company and its Subsidiaries.

"Change in Control" means either (a) a person or "group"
(within the meaning of the Securities Exchange Act of 1934, as
amended), other than Xxx X. Xxxxxxx, any Person controlled by him or
any blind trust for his benefit acquiring or having beneficial
ownership (it being understood that a tender of shares or other equity
interests shall not be deemed acquired or giving beneficial ownership
until such shares or other equity interests have been accepted for
payment) of securities (including options), having a majority of the
ordinary voting power of the Company or (b) a majority of the
directors of the Company not being either the current directors of the
Company or directors designated or approved by such directors.

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13

"Co-Agent" means SunTrust Bank, Atlanta, as co-agent.

"Code" means the Internal Revenue Code of 1986, as amended,
reformed or otherwise modified from time to time.

"Commitment" means, relative to any Lender, such Lender's
obligation to make Committed Loans pursuant to Section 2.1.1 and to
issue (in the case of an Issuer) or participate in (in the case of all
Lenders) Letters of Credit pursuant to Section 2.1.1.

"Commitment Amount" means, on any date, $95,000,000, as such
amount may be reduced from time to time pursuant to Section 2.2.

"Commitment Availability" means, on any date, the sum of

(a) the then Commitment Amount,
minus

(b) the sum of

(i) the outstanding principal amount of all
Loans on such date,

plus

(ii) the Letter of Credit Outstandings on
such date.

"Commitment Termination Date" means the earliest of

(a) September 30, 1999 (or such later date to
which the Commitment Termination Date shall be extended
pursuant to Section 2.9);

(b) the date on which the Commitment Amount is
terminated in full or reduced to zero pursuant to Section 2.2;
and

Upon the occurrence of any event described in clause (b) or (c), the
Commitments shall terminate automatically and without any further
action.

"Commitment Termination Event" means

(a) the occurrence of any Default described in
clause (a), (b), (c) or (d) of Section 9.1.9 with respect

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14

to the Company or any Significant Subsidiary; or

(b) the occurrence and continuance of any other Event of Default
and either

(i) the declaration of the Loans to be due
and payable pursuant to Section 9.3, or

(ii) in the absence of such declaration, the
giving of notice by the Agent, acting at the direction
of the Majority Lenders, to the Company that the
Commitments have been terminated.

"Committed Borrowing" means a Borrowing hereunder consisting
of Committed Loans made on the same day by the Lenders ratably
according to their respective Percentages and, in the case of
Eurodollar Rate Committed Loans, having the same Interest Periods.

"Committed Loan" means a Loan by a Lender to the Company under
Section 2.1.1, and may be a Eurodollar Rate Committed Loan or a
Reference Rate Committed Loan (each, a "Type" of Committed Loan).

"Committed Loan Note" means a promissory note of the Company
payable to the order of any Lender, in the form of Exhibit A-1 (as
such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing the aggregate Indebtedness of the
Company to such Lender resulting from outstanding Committed Loans, and
also means all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.

"Competitive Bid" means an offer by a Lender to make a Bid
Loan in accordance with subsection 2.6(b).

"Competitive Bid Request" is defined in subsection 2.6(a).

"Company" is defined in the preamble.

"Consolidated Net Income" for any period means the gross
revenues of the Company and its Subsidiaries for such period less all
expenses and other proper charges (including taxes on income),
determined on a consolidated basis in) accordance with GAAP
consistently applied and after eliminating earnings or losses
attributable to outstanding Minority Interests, but excluding in any
event:

(a) any gains or losses on the sale or other
disposition of investments or of fixed or capital assets,

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15

and any taxes on such excluded gains and any tax deductions
or tax credits on account of any such excluded losses;

(b) the proceeds of any life insurance policy;

(d) net earnings and losses of any corporation
(other than a Subsidiary), substantially all the assets of
which have been acquired in any manner, that were realized by
such other corporation prior to the date of such acquisition;

(e) net earnings and losses of any corporation
(other than a Subsidiary) with which the Company or a
Subsidiary shall have consolidated or that shall have merged
into or with the Company or a Subsidiary prior to the date of
such consolidation or merger;

(f) net earnings and losses of any business
entity (other than a Subsidiary) in which the Company or any
Subsidiary has an ownership interest unless such net earnings
shall have actually been received by the Company or such
Subsidiary in the form of cash distributions;

(g) any portion of the net earnings of any
Subsidiary that for any reason is unavailable for payment of
dividends to the Company or any other Subsidiary;

(h) earnings resulting from any reappraisal,
reevaluation or write-up of assets;

(i) any deferred or other credit representing any
excess of the equity in any Subsidiary at the date of
acquisition thereof over the amount invested in such
Subsidiary;

(j) any gain arising from the acquisition of any
securities of the Company or any Subsidiary; and

(k) any reversal of any contingency reserve,
except to the extent that provision for such contingency
reserve shall have been made from income arising during such
period.

"Consolidated Net Worth" means, as of the date of any
determination thereof, the aggregate amount of capital stock, paid-in
capital and retained earnings of the Company and its Subsidiaries
(exclusive of any treasury stock or charges or

9
16

credits to retained earnings arising by virtue of any appraisal or
reevaluation of assets), determined in accordance with GAAP.

Consolidated Total Liabilities" means such liabilities of the
Company and its Subsidiaries on a consolidated basis as shall be
determined in accordance with GAAP to constitute total liabilities.

"Contingent Liability" means any agreement, undertaking or
arrangement by which any Person guarantees, endorses or otherwise
becomes or is contingently liable upon (by direct or indirect
agreement, contingent or otherwise, to provide funds for payment, to
supply funds to, or otherwise to invest in, a debtor, or otherwise to
assure a creditor against loss) the indebtedness, obligation or any
other liability of any other Person (other than by endorsements of
instruments in the course of collection), or guarantees the payment of
dividends or other distributions upon the shares of any other Person.
The amount of any Person's obligation under any Contingent Liability
shall (subject to any limitation set forth therein) be deemed to be
the outstanding principal amount (or maximum principal amount, if
larger) of the debt, obligation or other liability guaranteed thereby.

"Continuation/Conversion Notice" means a notice of
continuation or conversion and certificate duly executed by an
Authorized Officer of the Company, substantially in the form of
Exhibit C.

"Controlled Group" means all members of a controlled group of
corporations and all members of a controlled group of trades or
businesses (whether or not incorporated) under common control which,
together with the Company, are treated as a single employer under
Section 414(b) or 414(c) of the Code or Section 4001 of ERISA.

"Credit Extension" means and includes

(a) the advancing of any Committed Loans by the
Lenders in connection with a Committed Borrowing,

(b) the advancing of any Bid Loan by any Lender in
connection with a Bid Borrowing, and

"Current Ratio" means the ratio of

(a) consolidated current assets of the Company and

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17

its Subsidiaries

(b) consolidated current liabilities of the Company
and its Subsidiaries.

"Date of Issuance" means, with respect to any Letter of
Credit, the date upon which such Letter of Credit is issued by the
Issuer pursuant to the terms hereof.

"Default" means any Event of Default or any condition,
occurrence or event which, after notice or lapse of time or both,
would constitute an Event of Default.

"Disbursement Date" is defined in Section 4.4.

"Disclosure Schedule" means the Disclosure Schedule attached
hereto as Schedule I, as it may be amended, supplemented or otherwise
modified from time to time by the Company with the written consent of
the Agent and the Majority Lenders.

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

"Domestic Office" means, relative to any Lender, the office of
such Lender designated as such in Schedule II or designated in the
Lender Assignment Agreement or such other office of a Lender (or any
successor or assign of such Lender) within the United States as may be
designated from time to time by notice from such Lender, successor or
assign, as the case may be, to each other Person party hereto.

"Draft" means a draft presented for drawing against a Letter
of Credit in accordance with the terms thereof.

"Drawing" means the payment made by the Issuer upon
presentation of a Draft.

"Effective Date" means the first date upon which all of the
conditions precedent set forth in Section 6.1 have been fulfilled (or
waived by all of the Lenders).

"Environmental Laws" means all applicable federal, state or
local statutes, laws, ordinances, codes, rules, regulations and
guidelines (including consent decrees and administrative orders)
relating to public health and safety and protection of the
environment.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and any successor statute of similar import,
together with the regulations thereunder, in each case

11
18

as in effect from time to time. References to sections of ERISA also
refer to any successor sections.

"Eurodollar Rate" means, with respect to each Interest Period
for Eurodollar Rate Loans, the rate per annum at which Dollar deposits
in immediately available funds are offered to the Agent's Eurodollar
Reference Office two Business Days prior to the beginning of such
Interest Period by prime banks in the interbank eurodollar market as at
or about 12:00 noon (New York City time) for delivery on the first day
of such Interest Period, for a period equal to the Interest Period and
in an amount equal to the aggregate principal amount of the Eurodollar
Rate Loans to be made by the Lenders on the first day of such Interest
Period. "Eurodollar Reference Office" means the office of the Agent
located in San Francisco, California, or such other office of the Agent
through which the Agent at any date of determination determines the
Eurodollar Rate. If, for any reason, the Agent is unable to determine
a Eurodollar Rate with respect to any Interest Period pursuant to the
first sentence of this definition, then "Eurodollar Rate" shall mean,
with respect to such Interest Period, (a) the arithmetic mean (rounded
to the nearest one-hundredth of one percent) of the offered rates for
deposits in Dollars for a period equal to such Interest Period quoted
on the second Business Day prior to the first day of such Interest
Period, as such rates appear on the display designated as page "LIBO"
on the Reuters Monitor Money Rates Service (or such other page as may
replace the "LIBO" page on that service for the purpose of displaying
London interbank offered rates of major banks) ("Reuters Screen LIBO
Page") as of 11:00 a.m. (London time) on such date, if at least two
such offered rates appear on the Reuters Screen LIBO Page or (b) if, as
of 11:00 a.m. (London time) on any such date fewer than two such rates
appear on the Reuters Screen LIBO Page, the rate for deposits in
Dollars for a period equal to such Interest Period quoted on the second
Business Day prior to the first day of such Interest Period, as such
rate appears on the display designated as page "3750" on the Telerate
Service (or such other page as may replace page "3750" on the Telerate
Service or such other service as may be nominated by the British
Bankers' Association as the information vendor for the purpose of
displaying British Bankers' Association Interest Settlement Rates for
Dollar deposits) as of 11:00 a.m. (London time) on such date; in each
case as determined by the Agent and notified to the Company and the
Lenders on such second prior Business Day.

"Eurodollar Rate Auction" means a solicitation of Competitive
Bids setting forth a Eurodollar Rate Bid Margin pursuant to Section
2.6.

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19

"Eurodollar Rate Bid Loan" means any Bid Loan that bears
interest at a fixed rate of interest determined by reference to the
Eurodollar Rate.

"Eurodollar Rate Bid Margin" is defined in subsection
2.6(b)(ii)(C).

"Eurodollar Rate Committed Loan" means a Committed Loan
bearing interest, at all times during an Interest Period applicable to
such Loan, at a fixed rate of interest determined by reference to the
Eurodollar Rate.

"Eurodollar Rate Loan" means any Eurodollar Rate Bid Loan or
any Eurodollar Rate Committed Loan.

"Eurodollar Office" means, relative to any Lender, the office
of such Lender designated as such in Schedule II or designated in the
Lender Assignment Agreement or such other office of a Lender (or any
successor or assign of such Lender) as designated from time to time by
notice from such Lender, successor or assign, as the case may be, to
the Company and the Agent, whether or not outside the United States,
which shall be making or maintaining Eurodollar Rate Loans of such
Lender hereunder.

"Event of Default" is defined in Section 9.1.

"Existing Agreement" is defined in the second recital hereto.

"Facility Fee" means the fee described in the first sentence of
Section 3.3.1.

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

"Fiscal Quarter" means any quarter of a Fiscal Year.

"Fiscal Year" means any period of twelve consecutive calendar
months ending on the last Sunday of October;

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20

references to a Fiscal Year with a number corresponding to any
calendar year (e.g. the "1996 Fiscal Year") refer to the Fiscal Year
ending on the last Sunday of October occurring during such calendar
year.

"Fixed Charges" for any period means on a consolidated basis
the sum of (a) all Rentals (including all Rentals on Capitalized
Leases) payable during such period by the Company and its Subsidiaries
and (b) all Interest Charges on all Indebtedness (other than
Capitalized Rentals) of the Company and its Subsidiaries.

"Foreign Lender" means a Lender that is organized under the
laws of any jurisdiction other than the United States or a State or a
political subdivision thereof.

"F.R.S. Board" means the Board of Governors of the Federal
Reserve System or any successor thereto.

"Funded Debt" of any Person means the following: (a) all
Indebtedness for borrowed money, (b) all Capitalized Rentals, (c) all
reimbursement obligations (whether current or contingent) with respect
to letters of credit issued for the account of such Person, and (d)
all Contingent Liabilities with respect to Funded Debt of others.
"Consolidated", when used as a prefix to any Funded Debt, shall mean
the aggregate amount of all such Funded Debt of the Company and its
Subsidiaries on a consolidated basis eliminating intercompany items.

"GAAP" means generally accepted accounting principles as in
effect from time to time.

"Guarantors" means Xxxxxxx Services, Inc., Tascor Incorporated,
Xxxxxxx Temporary Services, Inc., Xxxxxxx Asset Management Company,
Xxxxxxx Enterprises Corporation, Xxxxxxx Finance Company and such other
Significant Subsidiaries of the Company as may from time to time become
parties to the Guaranty in accordance with Section 8.2.5(a) or Section
8.2.7.

"Guaranty" means the Amended and Restated Guaranty executed and
delivered by the Guarantors pursuant to Section 6.1.4, substantially in
the form of Exhibit D, as amended, supplemented, restated or otherwise
modified from time to time.

"herein", "hereof", "hereto", "hereunder" and similar terms
contained in this Agreement or any other Loan Document refer to this
Agreement or such other Loan Document, as the case may be, as a whole
and not to any particular Section, paragraph or provision of this
Agreement or such other Loan

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21

Document.

"Impermissible Qualification" means, relative to the opinion
or certification of any independent public accountant as to any
financial statement of the Company and its Subsidiaries, any
qualification or exception to such opinion or certification

(a) which is of a "going concern" or similar
nature;

(b) which relates to the limited scope of
examination of matters relevant to such financial statement; or

(c) which relates to the treatment or
classification of any item in such financial statement and
which, as a condition to its removal, would require an
adjustment to such item the effect of which would be to cause
the Company to be in default of any of its obligations under
Section 8.2.4.

"including" means including without limiting the generality of
any description preceding such term, and, for purposes of this
Agreement and each other Loan Document, the parties hereto agree that
the rule of ejusdem generis shall not be applicable to limit a general
statement, which is followed by or referable to an enumeration of
specific matters, to matters similar to the matters specifically
mentioned.

"Indebtedness" of any Person means, without duplication:

(a) all obligations of such Person for borrowed
money and all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments;

(b) all obligations, contingent or otherwise,
relative to the face amount of all letters of credit, whether
or not drawn, and banker's acceptances issued for the account
of such Person;

(c) all obligations of such Person as lessee
under leases which have been or should be, in accordance with
GAAP, recorded as Capitalized Lease Liabilities;

(d) whether or not to included as liabilities in
accordance with GAAP, all obligations of such Person to pay
the deferred purchase price of property or services, and
indebtedness (excluding prepaid interest thereon) secured by a
Lien on property owned or being purchased by

15
22

such Person (including indebtedness arising under conditional
sales or other title retention agreements), whether or not such
indebtedness shall have been assumed by such Person or is
limited in recourse; and

(e) all Contingent Liabilities of such Person in
respect of any of the foregoing;

but not including (i) Indebtedness of that specific joint
venture between Ernst & Young and the Company currently known
as Enserve, Inc. or its successor, (ii) non-recourse
Indebtedness of Norhab Associates or (iii) Indebtedness of a
Subsidiary as general partner in a partnership if said
Subsidiary has no assets other than said partnership interest.

"Indemnified Liabilities" is defined in Section 11.4.

"Indemnified Parties" is defined in Section 11.4.

"Interest Charges" for any period means all interest and all
amortization of debt discount and expense on any particular
Indebtedness for which such calculations are being made.

"Interest Period" means, (a) relative to any Eurodollar Rate
Loans, the period beginning on (and including) the date on which such
Eurodollar Rate Loan is made or continued as, or converted into, a
Eurodollar Rate Loan and ending on (but excluding) the day which
numerically corresponds to such date one, two, three or six months
thereafter (or, if such month has no numerically corresponding day, on
the last Business Day of such month), in each case as selected by the
Company in its Borrowing Request, Conversion/Continuation Notice or
Competitive Bid Request, as the case may be, and (b) relative to any
Absolute Rate Bid Loan, a period of not less than 5 Business Days and
not more than 180 days as selected by the Company in the applicable
Competitive Bid Request; provided, however, that

(i) the Company shall not be permitted to
select Interest Periods for Committed Loans and Bid Loans to
be in effect at any one time which have expiration dates
occurring on more than ten different dates;

(ii) if such Interest Period would otherwise end
on a day which is not a Business Day, such Interest Period
shall end on the next following Business Day (unless, if such
Interest Period applies to Eurodollar Rate Loans, such next
following Business Day is the first Business Day of a calendar
month, in which case such Interest

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23

Period shall end on the Business Day next preceding such
numerically corresponding day); and

(iii) no Interest Period may end later than the
date set forth in clause (a) of the definition of "Commitment
Termination Date".

"Investment" means, relative to any Person,

(a) any loan or advance made by such Person to
any other Person (excluding commission, travel and similar
advances to officers and employees made in the ordinary course
of business);

(b) any Contingent Liability of such Person; and

The amount of any Investment shall be the original principal or
capital amount thereof less all returns of principal or equity thereon
(and without adjustment by reason of the financial condition of such
other Person) and shall, if made by the transfer or exchange of
property other than cash, be deemed to have been made in an original
principal or capital amount equal to the fair market value of such
property.

"Issuer" means any affiliate, unit or agency of SunTrust Bank,
Atlanta (formerly known as Trust Company Bank), or any other Lender
which has agreed to issue one or more Letters of Credit at the request
of the Company and on notice to Agent (which shall notify the Lenders
from time to time of the identity of such other Issuer).

"Joinder Agreement" means a joinder agreement to be made by
each Person that becomes a Subsidiary pursuant to Section 8.2.5(a),
substantially in the form of Exhibit E.

"Lender Affiliate" means any Person that directly or indirectly
through one or more intermediaries controls, or is controlled by, or is
under common control with, a Lender or BofA, as the case may be. Any
Person that beneficially owns or holds (i) 51% or more of any class of
the voting stock of a Lender or of BofA, as the case may be, or (ii)
51% or more of the voting stock (or in the case of a Person that is not
a corporation, 51% or more of the equity interest) of which is
beneficially owned or held by a Lender, a Subsidiary of a Lender, BofA
or a Subsidiary of BofA shall be rebuttably presumed to be a Lender
Affiliate, unless such Lender or BofA, as the case may be, can prove
otherwise. The term "control" means the possession, directly or
indirectly, of the power to

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24

direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting stock, by contract or
otherwise.

"Lender Assignment Agreement" means a Lender Assignment
Agreement substantially in the form of Exhibit F.

"Lenders" is defined in the preamble.

"Letter of Credit" is defined in Section 4.1.

"Letter of Credit Application" means, with respect to any
Letter of Credit, the application described in Article IV.

"Letter of Credit Fee" means the fee described in Section
3.3.3.

"Letter of Credit Obligation" means, with respect to any
Letter of Credit, the sum of the undrawn face amount of such Letter of
Credit, plus the outstanding Reimbursement Obligations in respect
thereof and "Letter of Credit Obligations" means the sum of all such
obligations in respect of all Letters of Credit.

"Letter of Credit Outstandings" means, at any time, an amount
equal to the sum of

(a) the aggregate Stated Amount at such time of all
Letters of Credit then outstanding and undrawn (as such
aggregate Stated Amount shall be adjusted, from time to time,
as a result of drawings, the issuance of Letters of Credit, or
otherwise),

plus

(b) the then aggregate amount of all unpaid and
outstanding Reimbursement Obligations,

minus

(c) all amounts then held as cash collateral for
the amounts referred to in clauses (a) and (b) above in
accordance with Section 3.1(a)(i) or (ii).

"Lien" means any security interest, mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or otherwise), charge against or interest in property to
secure payment of a debt or performance of an obligation, or other
priority or preferential arrangement of any kind or nature whatsoever.

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25

"Loan" means an extension of credit by a Lender to the Company
under Article II, and may be a Committed Loan or a Bid Loan.

"Loan Document" means this Agreement, the Notes, the Guaranty,
each Joinder Agreement and each other agreement, document or
instrument delivered in connection with this Agreement and the Notes.

"Majority Lenders" means, (a) at any time prior to the
Commitment Termination Date, Lenders whose Percentages aggregate at
least 51%, and (b) otherwise, Lenders then holding at least 51% of the
then aggregate unpaid principal amount of the Loans.

"Minority Interests" means any shares of stock of any class of
a Subsidiary that are not owned by the Company and/or one or more of
its Subsidiaries.

"Monthly Payment Date" means the last day of each calendar
month, or if any such day is not a Business Day, the next succeeding
Business Day.

"Moody's" means Xxxxx'x Investors Service, Inc.

"Net Income Available for Fixed Charges" for any period means
the sum of (i) Consolidated Net Income during such period plus (to the
extent deducted in determining Consolidated Net Income), (ii) all
provisions for any Federal, state or other income taxes made by the
Company and its Subsidiaries during such period, (iii) depreciation
and amortization during such period and (iv) Fixed Charges during such
period.

"Notes" means the Committed Loan Notes and the Bid Loan Notes.

"Obligations" means all obligations (monetary or otherwise) of
the Company and each other Obligor arising under or in connection with
this Agreement, the Notes and each other Loan Document.

"Obligor" means the Company or any other Person (other than
the Agent, the Co-Agent or any Lender) obligated under, or otherwise a
party to, any Loan Document.

"Organizational Document" means, relative to any Obligor, its
certificate of incorporation, its by-laws and all shareholder
agreements, voting trusts and similar arrangements applicable to any of
its authorized shares of capital stock.

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"Participant" is defined in Section 11.11.

"PBGC" means the Pension Benefit Guaranty Corporation and any
entity succeeding to any or all of its functions under ERISA.

"Pension Plan" means a "pension plan", as such term is defined
in section 3(2) of ERISA, which is subject to Title IV of ERISA (other
than a multiemployer plan as defined in section 4001(a)(3) of ERISA),
and to which the Company or any corporation, trade or business that
is, along with the Company, a member of a Controlled Group, may have
liability, including any liability by reason of having been a
substantial employer within the meaning of section 4063 of ERISA at
any time during the preceding five years, or by reason of being deemed
to be a contributing sponsor under section 4069 of ERISA.

"Percentage" means, relative to any Lender, the percentage set
forth opposite its signature hereto or set forth in the Lender
Assignment Agreement, as such percentage may be adjusted from time to
time pursuant to Lender Assignment Agreement(s) executed by such
Lender and its Assignee Lender(s) and delivered pursuant to Section
11.11.

"Person" means any natural person, corporation, limited
liability company, partnership, firm, association, trust, government,
governmental agency or any other entity, whether acting in an
individual, fiduciary or other capacity.

"Plan" means any Pension Plan or Welfare Plan.

"Quarterly Payment Date" means the last day of each March,
June, September, and December or, if any such day is not a Business
Day, the next succeeding Business Day.

"Reference Rate" means, for any day, the higher of: (a) 0.50%
per annum above the latest Federal Funds Rate; and (b) the rate of
interest in effect for such day as publicly announced from time to
time by BofA in San Francisco, California, as its "reference rate."
(The "reference rate" is a rate set by BofA based upon various factors
including BofA's costs and desired return, general economic conditions
and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate.)

Any change in the reference rate announced by BofA shall take
effect at the opening of business on the day specified in the public
announcement of such change.

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"Reference Rate Loan" means a Loan bearing interest at a
fluctuating rate determined by reference to the Reference Rate.

"Reimbursement Obligation" is defined in Section 4.5.

"Rentals" means and includes (without duplication) all fixed
rents (including as such all payments which the lessee is obligated to
make to the lessor on termination of the lease or surrender of the
property) payable or guaranteed by the Company or a Subsidiary, as
lessee or sublessee under a lease of real or personal property or as
guarantor of any such lease, but shall be exclusive of any amounts
required to be paid by the Company or a Subsidiary (whether or not
designated as rents or additional rents) on account of maintenance,
repairs, insurance, taxes and similar charges. Fixed rents under any
so-called, "percentage leases" shall be computed solely on the basis
of the minimum rents, if any, required to be paid by the lessee
regardless of sales volume or gross revenues.

"Significant Subsidiary" means a Subsidiary of the Company
which either accounted for at least 10% of the Company's consolidated
revenue in the most recent Fiscal Year or accounted for at least 10%
of the Company's consolidated assets as of the end of such Fiscal
Year.

"Standard and Poor's" means Standard & Poor's Ratings
Services, a Division of The XxXxxx-Xxxx Companies, Inc.

"Stated Amount" of each Letter of Credit means the "Stated
Amount" as defined therein.

"Subordinated Debt" means all unsecured Indebtedness of the
Company for money borrowed which is subordinated, subject to the
written approval of and upon terms satisfactory to the Majority
Lenders, in right of payment to the payment in full in cash of all
Obligations.

"Subsidiary" means, with respect to any Person, any
corporation of which more than 50% of the outstanding capital stock
having ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether at the time
capital stock of any other class or classes of such corporation shall
or might have voting power upon the occurrence of any contingency) is
at the time directly or indirectly owned by such Person, by such
Person and one or more other Subsidiaries of such Person, or by one or
more other Subsidiaries of such Person.

"Taxes" is defined in Section 5.6.

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"Type" is defined in the definition of "Committed Loan."

"Uniform Commercial Code" means the Uniform Commercial Code as
in effect from time to time in any applicable jurisdiction.

"United States" or "U.S." means the United States of America,
its fifty States and the District of Columbia.

"Welfare Plan" means a "welfare plan", as such term is defined
in section 3(1) of ERISA.

SECTION 1.2. Use of Defined Terms. Unless otherwise defined or
the context otherwise requires, terms for which meanings are provided in this
Agreement shall have such meanings when used in the Disclosure Schedule and in
each Note, Borrowing Request, Continuation/Conversion Notice, Competitive Bid
Request, Guaranty and Joinder Agreement.

SECTION 1.3. Cross-References. Unless otherwise specified,
references in this Agreement and in each other Loan Document to any Article,
Section, Schedule or Exhibit are references to such Article or Section of this
Agreement or such other Loan Document, as the case may be, and, unless
otherwise specified, references in any Article, Section or definition to any
clause or subsection are references to such clause or subsection of such
Article, Section or definition.

SECTION 1.4. Accounting and Financial Determinations. Unless
otherwise specified, all accounting terms used herein or in any other Loan
Document shall be interpreted, all accounting determinations and computations
hereunder or thereunder (including under Section 8.2.4) shall be made, and all
financial statements required to be delivered hereunder or thereunder shall be
prepared in accordance with GAAP.

ARTICLE II

COMMITMENTS, BORROWING PROCEDURES AND NOTES

SECTION 2.1. Commitments. On the terms and subject to the
conditions of this Agreement (including Article V), each Lender severally
agrees as follows:

SECTION 2.1.1. Commitment. From time to time on any Business Day
occurring prior to the Commitment Termination Date, each Lender will make
Committed Loans to the Company equal to such Lender's Percentage of the
aggregate amount of the Borrowing of Committed Loans requested by the Company
to be made on such day pursuant to

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the applicable Borrowing Request. On the terms and subject to the conditions
hereof, the Company may from time to time borrow, prepay and reborrow Committed
Loans. All "Loans" (as defined in the Existing Agreement) outstanding on the
Effective Date will be deemed to be outstanding Committed Loans hereunder on
such date.

SECTION 2.1.2. Commitment to Issue Letters of Credit. From time to
time on any Business Day, each Issuer will issue, and each Lender will
participate in, the Letters of Credit, in accordance with Article IV.

SECTION 2.1.3. Lenders Not Permitted or Required To Make Committed
Loans or Issue or Participate in Letters of Credit Under Certain Circumstances.
No Lender shall be permitted or required to

(a) make any Committed Loan if, after giving effect
thereto,

(i) the aggregate outstanding principal amount
of all Loans of all Lenders, together with all Letter of
Credit Outstandings, would exceed the lesser of the Commitment
Amount or the Borrowing Base, or

(ii) the aggregate outstanding principal amount
of all Committed Loans of such Lender, together with its
Percentage of all Letter of Credit Outstandings, would exceed
such Lender's Percentage of the lesser of the Commitment
Amount or the Borrowing Base; or

(b) issue (in the case of any Issuer) or participate in
(in the case of each Lender) any Letter of Credit if, after giving
effect thereto

(i) all Letter of Credit Outstandings together
with the aggregate outstanding principal amount of all Loans
of all Lenders would exceed the lesser of the Commitment
Amount or the Borrowing Base, or

(ii) such Lender's Percentage of all Letter of
Credit Outstandings together with the aggregate outstanding
principal amount of all Committed Loans of such Lender would
exceed such Lender's Percentage of the lesser of the
Commitment Amount or Borrowing Base, or

(iii) all Letter of Credit Outstandings would exceed
$30,000,000.

SECTION 2.2. Reduction of Commitment Amounts. The Company may,
from time to time on any Business Day, voluntarily reduce the amount of the
Commitment Amount; provided, however, that all such reductions shall require at
least five Business Days' prior notice

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to the Agent and be permanent, and any partial reduction of any Commitment
Amount shall be in a minimum amount of $500,000 and in an integral multiple of
$100,000.

SECTION 2.3. Committed Borrowing Procedure.

(a) The Company shall deliver to the Agent a Borrowing
Request prior to 12:00 noon (Atlanta, Georgia time) on the requested
date of the making of such Borrowing if it is to be a Borrowing for a
Reference Rate Loan, and at least three Business Days before the
requested date of the making of such Borrowing if it is to be a
Borrowing for a Eurodollar Rate Committed Loan (the first day of such
period being the date such Notice is received). Each Borrowing
Request shall be signed by an Authorized Officer of the Company
designated to give such notices by its Board of Directors or chief
financial officer and the Company shall notify the Agent in writing of
the names of such officers and shall provide the Agent with specimen
signatures of such officers. The Agent and the Lenders shall be
entitled to rely conclusively on such officers' authority to request a
Borrowing on behalf of the Company until the Agent receives from the
Company written notice to the contrary. The Agent and the Lenders
shall have no duty to verify the authenticity of the signatures
appearing on any Borrowing Request. Any Borrowing Request, when
given, shall be irrevocable. Any Borrowing Request received prior to
12:00 noon (Atlanta, Georgia time) on any Business Day shall be
treated as having been received on such Business Day. Notices
received subsequent to 12:00 noon (Atlanta, Georgia time) shall be
treated as having been received on the following Business Day.

(b) Each Borrowing Request shall specify:

(i) the requested Business Day of the Committed
Borrowing,

(ii) the amount of the Committed Borrowing
requested to be made, such amount to be in the minimum amount
of $100,000 for any Reference Rate Loan or $500,000 for any
Eurodollar Rate Committed Loan, or any larger integral
multiple of $100,000,

(iii) whether such Committed Borrowing shall be
made as a Reference Rate Loan or a Eurodollar Rate Committed
Loan, and

(iv) in the case of a Eurodollar Rate Committed
Loan, the duration of the Interest Period applicable thereto;
provided that, the Company may not select an Interest Period
in respect of the principal portion of

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any Committed Borrowing for a Eurodollar Rate Committed Loan
which extends beyond the Commitment Termination Date.

Upon receipt of any Borrowing Request hereunder, the Agent
shall notify each Lender of the content thereof, (A) in the
case of a same-day Borrowing for a Reference Rate Loan, by
1:00 p.m. (Atlanta, Georgia time) on the date that such
Borrowing Request is deemed to be received by the Agent
pursuant to Section 2.3(a) and (B) in the case of any other
Borrowing, by the Agent's close of business the date that such
Borrowing Request is deemed to be received by the Agent
pursuant to Section 2.3(a). Not later than 2:00 p.m.
(Atlanta, Georgia time) on the date of the relevant Borrowing,
each Lender shall pay its Percentage of such Borrowing in
federal funds or other funds immediately available in San
Francisco, California, to the Agent at its address specified
in or pursuant to Section 11.2.

SECTION 2.4. Continuation and Conversion Elections. By delivering
a Continuation/Conversion Notice to the Agent on or before 12:00 noon, Atlanta,
Georgia time, on a Business Day, the Company may from time to time irrevocably
elect, on not less than three nor more than five Business Days' notice that
all, or any portion in an aggregate minimum amount of $100,000 for any
Reference Rate Committed Loan or $500,000 for any Eurodollar Rate Committed
Loan, and an integral multiple of $100,000 of any Committed Loans be, converted
into Committed Loans of the other Type, and in the case of Eurodollar Rate
Committed Loans, continued as such (it being agreed that in the absence of
delivery of a Continuation/Conversion Notice with respect to any Eurodollar
Rate Committed Loan at least three Business Days before the last day of the
then current Interest Period with respect thereto, such Eurodollar Rate
Committed Loan shall, on such last day, automatically convert to a Reference
Rate Committed Loan); provided, however, that (a) each such conversion or
continuation shall be pro rated among the designated outstanding Committed
Loans of all Lenders, and (b) no portion of the outstanding principal amount of
any Committed Loans may be continued as, or be converted into, a Eurodollar
Rate Committed Loan when any Default has occurred and is continuing.

SECTION 2.5. Bid Borrowings. In addition to Committed Borrowings
pursuant to Section 2.1, each Lender severally agrees that the Company may, as
set forth in Section 2.6, from time to time request the Lenders prior to the
Commitment Termination Date to submit offers to make Bid Loans to the Company;
provided, however, that the Lenders may, but shall have no obligation to,
submit such offers and the Company may, but shall have no obligation to, accept
any such offers; and provided, further, that

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at no time shall (a) the outstanding aggregate principal amount of all Bid
Loans made by all Lenders, plus the outstanding aggregate principal amount of
all Committed Loans made by all Lenders and the aggregate of all Letter of
Credit Outstandings exceed the lesser of the Committed Amount or the Borrowing
Base; or (b) the outstanding aggregate principal amount of all Bid Loans made
by all Lenders exceed $45,000,000.

SECTION 2.6 Procedure for Bid Borrowings.

(a) When the Company wishes to request the Lenders to submit
offers to make Bid Loans hereunder, it shall transmit to each Lender
by telephone call followed promptly by facsimile transmission a notice
in substantially the form of Exhibit G (a "Competitive Bid Request")
so as to be received no later than 10:00 a.m. (Atlanta, Georgia time)
(x) three (3) Business Days prior to the date of a proposed Bid
Borrowing in the case of a Eurodollar Rate Auction, or (y) two
Business Days prior to the date of a proposed Bid Borrowing in the
case of an Absolute Rate Auction, specifying:

(i) the date of such Bid Borrowing, which shall be a
Business Day;

(ii) the aggregate amount of such Bid Borrowing,
which shall be a minimum amount of $500,000 or in multiples of
$100,000 in excess thereof;

(iii) whether the Competitive Bids requested are to
be for Eurodollar Rate Bid Loans or Absolute Rate Bid Loans or
both; and

(iv) the duration of the Interest Period applicable
thereto, subject to the provisions of the definition of
"Interest Period" herein.

Subject to Section 2.6(b), the Company may not request Competitive
Bids for more than three Interest Periods in a single Competitive Bid
Request.

(b) (i) Each Lender may at its discretion submit a
Competitive Bid containing an offer or offers to make Bid Loans in
response to any Invitation for Competitive Bids. Each Competitive Bid
must comply with the requirements of this Section 2.6(b) and must be
submitted to the Company by facsimile transmission at the Company's
office for notices set forth in or pursuant to Section 11.2 not later
than (1) 10:00 a.m. (Atlanta, Georgia time) two (2) Business Days
prior to the proposed date of Borrowing, in the case of a Eurodollar
Rate Auction or (2) 10:00 a.m. (Atlanta, Georgia time) on the proposed
date of Borrowing, in the case of an

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Absolute Rate Auction.

(ii) Each Competitive Bid shall be in substantially
the form of Exhibit H, specifying therein:

(A) the proposed date of Borrowing;

(B) the principal amount of each Bid Loan for which
such Competitive Bid is being made, which principal amount (x)
may be equal to, greater than or less than the Commitment of
the quoting Lender, (y) must be $500,000 or in multiples of
$100,000 in excess thereof, and (z) may not exceed the
principal amount of Bid Loans for which Competitive Bids were
requested;

(C) in case the Company elects a Eurodollar Rate
Auction, the margin above or below the Eurodollar Rate (the
"Eurodollar Rate Bid Margin") offered for each such Bid Loan,
expressed as a percentage (rounded to the nearest 1/16th of
1%) to be added to or subtracted from the applicable
Eurodollar Rate and the Interest Period applicable thereto;

(D) in case the Company elects an Absolute Rate
Auction, the rate of interest per annum (rounded upward to the
nearest 1/100th of 1%) (the "Absolute Rate") offered for each
such Bid Loan; and

(E) the identity of the quoting Lender.

A Competitive Bid may contain up to three separate offers by
the quoting Lender with respect to each Interest Period
specified in the related Competitive Bid Request.

(iii) Any Competitive Bid shall be disregarded if
it:

(A) is not substantially in conformity with
Exhibit H or does not specify all of the information
required by subsection (b)(ii);

(B) contains qualifying, conditional or
similar language;

(D) arrives after the time set forth in
subsection (b)(i).

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(iv) Subject only to the provisions of Sections
5.1, 5.2 and 6.2, any Competitive Bid shall be irrevocable
except with the written consent of the Agent given on the
written instructions of the Company.

(c) Not later than 11:00 a.m. (Atlanta, Georgia time) two (2)
Business Days prior to the proposed date of Borrowing, in the case of a
Eurodollar Rate Auction, or 11:00 a.m. (Atlanta, Georgia time) on the
proposed date of Borrowing, in the case of an Absolute Rate Auction,
the Company shall notify each Lender that has submitted a Competitive
Bid pursuant to subsection 2.6(b) of its acceptance or non-acceptance
of the Competitive Bids so submitted to it. The Company shall be under
no obligation to accept any Competitive Bid and may choose to reject
all Competitive Bids. In the case of acceptance, such notice shall
specify the aggregate principal amount of Competitive Bids for each
Interest Period that is accepted and the account(s) to which the
proceeds of the applicable Bid Loans are to be transferred. The
Company may accept any Competitive Bid in whole or in part; provided
that:

(i) the aggregate principal amount of each Bid
Borrowing may not exceed the applicable amount set forth in
the related Competitive Bid Request;

(ii) the principal amount of each Bid Borrowing
must be $500,000 or in any multiple of $100,000 in excess
thereof;

(iii) acceptance of offers may only be made on the
basis of ascending Eurodollar Rate Bid Margins or Absolute
Rates within each Interest Period, as the case may be;

(iv) the Company may not accept any offer that
is described in subsection 2.6(b)(iii) or that otherwise fails
to comply with the requirements of this Agreement; and

(v) if offers are made by two or more Lenders
with the same Eurodollar Rate Bid Margins or Absolute Rates,
as the case may be, for a greater aggregate principal amount
than the amount in respect of which such offers are accepted
for the related Interest Period, the principal amount of Bid
Loans in respect of which such offers are accepted shall be
allocated by the Company among such Lenders as nearly as
possible (in such multiples, not less than $100,000, as the
Company may deem appropriate) in proportion to the aggregate
principal amounts of such offers. Determination by the
Company of the amounts of Bid Loans shall be conclusive

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in the absence of manifest error.

(d) (i) The Company will promptly notify the Agent of
each Competitive Bid that has been accepted and of the amount and
Interest Period of the Bid Loan or Bid Loans to be made by each Lender
whose Competitive Bid has been accepted on the date of the Bid
Borrowing.

(ii) Each Lender whose Competitive Bid has been
accepted shall make the amounts of such Bid Loans available to
the Company in accordance with the instructions of the Company
contained in its acceptance of such Competitive Bid by 2:00
p.m. (Atlanta, Georgia time) on such date of Bid Borrowing, in
immediately available funds.

(iii) Promptly following each Bid Borrowing, the
Company shall notify each Lender of the ranges of bids
submitted and the highest and lowest Bids accepted for each
Interest Period requested by the Company and the aggregate
amount borrowed pursuant to such Bid Borrowing.

(e) If, on or prior to the proposed date of Borrowing, the
Commitments have not been terminated and if, on such proposed date of
Borrowing all applicable conditions to funding referenced in Sections
5.1, 5.2 and 6.2 are satisfied, the Lender or Lenders whose Competitive
Bids the Company has accepted will fund each Bid Loan so accepted.
Nothing in this Section 2.6 shall be construed as a right of first
offer in favor of the Lenders or to otherwise limit the ability of the
Company to request and accept credit facilities from any Person
(including any of the Lenders), provided that no Default or Event of
Default would otherwise arise or exist as a result of the Company's
executing, delivering or performing under such credit facilities.

(f) Each Lender may, if it so elects, cause any Bid Loan
to be made by a Lender Affiliate thereof. Such Lender will be deemed
to be acting as agent for any of its Lender Affiliates making such Bid
Loans.

(g) Notwithstanding anything to the contrary contained
herein, each Lender may, if it so elects, create a bankers' acceptance
for the account of the Company in lieu of making an Absolute Rate Bid
Loan. If any Lender makes such an election with respect to any such
bankers' acceptance, such bankers' acceptance shall be deemed to be an
Absolute Rate Bid Loan (a "Deemed Bid Loan") for all purposes of this
Agreement and the other Loan Documents; provided, however, that (i)
the obligations of the Company with respect to such bankers'
acceptance may be subject to an acceptance financing agreement

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mutually agreed upon by the applicable Lender and the Company; (ii)
the Absolute Rate with respect to any such Deemed Bid Loan shall be an
"all-in" rate quoted by the applicable Lender with respect to the
relevant bankers' acceptance; (iii) the principal amount of such
Deemed Bid Loan shall be deemed to be the discounted amount (i.e., the
amount actually funded by the applicable Lender) of such bankers'
acceptance; and (iv) the interest on such Deemed Bid Loan shall be
deemed to be an amount equal to (A) the face amount of such bankers'
acceptance less (B) the discounted amount of such bankers' acceptance.

SECTION 2.7. Funding. Each Lender may, if it so elects, fulfill
its obligation to make, continue or convert Eurodollar Rate Loans hereunder by
causing one of its foreign branches or Lender Affiliates (or an international
banking facility created by such Lender) to make or maintain such Eurodollar
Rate Loan; provided, however, that such Eurodollar Rate Loan shall nonetheless
be deemed to have been made and to be held by such Lender, and the obligation of
the Company to repay such Eurodollar Rate Loan shall nevertheless be to such
Lender for the account of such foreign branch, Lender Affiliate or international
banking facility. In addition, the Company hereby consents and agrees that, for
purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3
or 5.4, it shall be conclusively assumed that each Lender elected to fund all
Eurodollar Rate Loans by purchasing, as the case may be, Dollar certificates of
deposit in the U.S. or Dollar deposits in its Eurodollar Office's interbank
eurodollar market.

SECTION 2.8. Notes. (a) Each Lender's Committed Loans shall be
evidenced by a Committed Loan Note payable to the order of such Lender in a
maximum principal amount equal to such Lender's Percentage of the original
applicable Commitment Amount. The Company hereby irrevocably authorizes each
Lender to make (or cause to be made) appropriate notations on the grid attached
to such Lender's Committed Loan Note (or on any continuation of such grid),
which notations, if made, shall evidence, inter alia, the date of, the
outstanding principal of, and the interest rate and Interest Period applicable
to the Committed Loans evidenced thereby. Such notations shall be conclusive
and binding on the Company absent manifest error; provided, however, that
neither the failure of any Lender to make any such notations nor any error in
any such notations shall limit or otherwise affect any Obligations of the
Company or any other Obligor.

(b) Each Lender's Bid Loans shall be evidenced by a Bid Loan
Note payable to the order of such Lender in a maximum principal amount
equal to $45,000,000. The Company hereby irrevocably authorizes each
Lender to make (or cause to be made) appropriate notations on the grid
attached to such Lender's Bid Loan Note (or on any continuation of
such grid),

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which notations, if made, shall evidence, inter alia, the date of, the
outstanding principal of, and the interest rate and Interest Period
applicable to the Bid Loans evidenced thereby. Such notations shall
be conclusive and binding on the Company absent manifest error;
provided, however, that neither the failure of any Lender to make any
such notations nor any error in any such notations shall limit or
otherwise affect any Obligations of the Company or any other Obligor.

SECTION 2.9. Extension of Commitment Termination Date. At least
30 but not more than 60 days before September 30, 1997 and each anniversary
thereof, the Company may, by delivery of a written request to the Agent,
request that the Lenders extend the Commitment Termination Date for one year.
Upon receipt of such notification from the Company, the Lenders may, in their
sole discretion, agree to extend for one year the Commitment Termination Date.
No such extension shall be effective without the consent of all the Lenders,
and nothing in this Section shall commit any Lender to agree to any extension
of the Commitment Termination Date, or limit the complete discretion of the
Lenders in responding to any such extension request. Within 30 days of its
receipt of any extension request from the Company, each Lender will notify the
Agent as to its decision to extend the Commitment Termination Date and the
Agent shall then notify the Company as to such decision. If any Lender shall
not so notify the Agent within the time period specified above, such Lender
shall be deemed not to have consented to such request.

ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1. Repayments and Prepayments. (a) The Company shall
repay in full the unpaid principal amount of each Committed Loan upon the
Commitment Termination Date therefor. Prior thereto, the Company

(i) may, from time to time on any Business Day,
make a voluntary prepayment, in whole or in part, of the
outstanding principal amount of any Committed Loans; provided,
however, that

(A) any such prepayment shall be made
pro rata among Committed Loans of the same Type and,
if applicable, having the same Interest Period of
all Lenders;

(B) all such voluntary prepayments shall
require at least three but no more than five
Business Days' prior written notice to the Agent;

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and

(C) all such voluntary partial
prepayments shall be in an aggregate minimum amount
of $100,000 with respect to Reference Rate Loans or
$500,000 with respect to Eurodollar Rate Committed
Loans and an integral multiple of $100,000;

(ii) shall, on each date when any reduction in
the Commitment Amount shall become effective, make a mandatory
prepayment (which shall be applied (or held for application,
as the case may be) by the Lenders first to the payment of the
aggregate unpaid principal amount of those Committed Loans
then outstanding, and then to the payment of the then
outstanding Letter of Credit Outstandings equal to the excess,
if any, of the aggregate, outstanding principal amount of all
Loans and Letter of Credit Outstandings over the Commitment
Amount as so reduced, with any such repayment of its Letter of
Credit Outstanding to be either applied to such Letter of
Credit Outstanding or held as cash collateral in a special
account for such purpose maintained with, and under the sole
dominion and control of, the Agent on behalf of the Lenders;

(iii) shall, if at any time the sum of the
outstanding principal amount of all Loans on such date plus
the Letter of Credit Outstandings on such date, exceeds the
Borrowing Base, make a mandatory prepayment within five
Business Days after becoming aware of said excess and if such
excess shall be continuing (which shall be applied (or held
for application, as the case may be) by the Lenders first to
the payment of the aggregate unpaid principal amount of those
Committed Loans then outstanding, and then to the payment of
the then outstanding Letter of Credit Outstandings) equal to
the excess, if any, of the aggregate, outstanding principal
amount of all Loans and Letter of Credit Outstandings over the
Borrowing Base, with any such repayment of its Letter of
Credit Outstanding to be either applied to such Letter of
Credit Outstanding or held as cash collateral in a special
account for such purpose maintained with, and under the sole
dominion and control of, the Agent on behalf of the Lenders;
and

(iv) shall, immediately upon any acceleration of
the Commitment Termination Date of any Loans pursuant to
Section 9.2 or Section 9.3, repay all Loans, unless, pursuant
to Section 9.3, only a portion of all Loans is so accelerated.

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(b) The Company shall repay each Bid Loan on the last day
of the Interest Period with respect thereto. Prior thereto, the
Company may, from time to time, make a voluntary prepayment, in whole
or in part, of the outstanding principal amount of any Bid Loans;
provided, however, that all such voluntary prepayments shall (i)
require at least three but no more than five Business Days' prior
written notice to the applicable Lender and the Agent and (ii) be in
an aggregate minimum amount of $500,000 and integral multiples of
$100,000 in excess thereof.

(c) Each prepayment of any Loans made pursuant to this
Section shall be without premium or penalty, except as may be required
by Section 5.4. No voluntary prepayment of principal of any Loans
shall cause a reduction in the Commitment Amount.

SECTION 3.2. Interest Provisions. Interest on the outstanding
principal amount of Loans shall accrue and be payable in accordance with this
Section 3.2.

SECTION 3.2.1. Rates. (a) Pursuant to an appropriately delivered
Borrowing Request or Continuation/Conversion Notice, the Company may elect that
Committed Loans comprising a Committed Borrowing accrue interest at a rate per
annum:

(i) on that portion maintained from time to time
as a Reference Rate Loan, equal to the sum of the Reference
Rate from time to time in effect plus the Applicable Margin;

(ii) on that portion maintained as a Eurodollar
Rate Committed Loan, during each Interest Period applicable
thereto, equal to the sum of the Eurodollar Rate for such
Interest Period plus the Applicable Margin;

All Eurodollar Rate Committed Loans shall bear interest from and
including the first day of the applicable Interest Period to (but not
including) the last day of such Interest Period at the interest rate
determined as applicable to such Eurodollar Rate Loan.

(b) Each Bid Loan shall bear interest on the outstanding
principal amount thereof from the relevant borrowing date at a rate
per annum equal to the Eurodollar Rate plus (or minus) the Eurodollar
Rate Bid Margin, or at the Absolute Rate, as the case may be.

SECTION 3.2.2. Post-Maturity Rates. After the date any principal
amount of any Loan is due and payable (whether on the Commitment Termination
Date, upon acceleration or otherwise), or after any other monetary Obligation
of the Company shall have

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become due and payable, the Company shall pay, but only to the extent permitted
by law, interest (after as well as before judgment) on such amounts at a rate
per annum equal to the Reference Rate plus a margin of 2.0%.

SECTION 3.2.3. Payment Dates. Interest accrued on each Loan shall
be payable, without duplication:

(a) on the Commitment Termination Date;

(b) on the date of any optional or required payment or
prepayment, in whole or in part, of principal outstanding on such
Loan;

(d) with respect to Eurodollar Rate Committed Loans, on
the last day of each applicable Interest Period (and, if such Interest
Period shall exceed three months, on the day that is three months
after the commencement of such Interest Period);

(e) with respect to any Reference Rate Loans converted
into Eurodollar Rate Committed Loans on a day when interest would not
otherwise have been payable pursuant to clause (c), on the date of
such conversion;

(f) with respect to each Bid Loan, on the last day of the
Interest Period therefor and such intervening dates prior to such last
day as may be specified by the Company and agreed to by the applicable
Lender in the applicable Competitive Bid; and

(g) on that portion of any Loans the Commitment
Termination Date of which is accelerated pursuant to Section 9.2 or
Section 9.3, immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations arising under this
Agreement or any other Loan Document after the date such amount is due and
payable (whether on the Commitment Termination Date, upon acceleration or
otherwise) shall be payable upon demand.

SECTION 3.3. Fees. The Company agrees to pay the fees set forth in
this Section 3.3.

SECTION 3.3.1. Facility Fee. The Company agrees to pay to the Agent
for the account of each Lender, for the period (including any portion thereof
when any of its Commitments are suspended by reason of the Company's inability
to satisfy any condition of Article VI) commencing on the Effective Date and
continuing through the final Commitment Termination Date, a facility fee (the
"Facility Fee") at

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the rate equal to the Applicable Margin per annum on such Lender's Percentage
of the Commitment Amount, without regard to usage of the Commitments. The
Facility Fee shall be payable by the Company in arrears on each Quarterly
Payment Date, commencing with the first such day following the Effective Date
and on each Commitment Termination Date. In addition, on the first Quarterly
Payment Date to occur after the Effective Date, the Company shall pay to the
Agent for the account of each Lender all commitment fees accrued and unpaid
under the Existing Agreement as of the Effective Date (calculated for the
period from and including the last Quarterly Payment Date to but excluding the
Effective Date).

SECTION 3.3.2. Agent's Fee. The Company agrees to pay to the Agent
for its own account, a non-refundable fee in an amount and at such times as
agreed to by the Agent and the Company.

SECTION 3.3.3. Letter of Credit Face Amount Fee. After the date of
issuance of any Letter of Credit, the Company shall pay to the Co-Agent for the
account of the Lenders, quarterly in arrears, payable on each Quarterly Payment
Date thereafter, commencing October 31, 1994, so long as any Letter of Credit
shall remain outstanding, a non-refundable letter of credit fee (the "Letter of
Credit Fee") on each Letter of Credit, computed at the Applicable Margin for
the Letter of Credit, calculated based on the face amount and the number of
days in the term of such Letter of Credit falling within the immediately
preceding Fiscal Quarter, to be distributed to the Lenders pro rata, based on
their respective Percentages.

SECTION 3.3.4. Other Letter of Credit Fees.

(a) Administrative Fees. The Company shall pay to the
Issuer upon the issuance, transfer or amendment of each Letter of
Credit the Issuer's usual charge for issuing similar letters of
credit.

(b) Drawing Fees. The Company shall pay to the Issuer,
upon each Drawing by a beneficiary under any Letter of Credit, the sum
of $250 or such higher amount as, at the time of such drawing, shall
be the Issuer's usual charge for drawings on similar letters of
credit.

SECTION 3.3.5. Amendment Fee. The Company shall pay to the Agent
for the account of the Lenders a fee in the amount of $20,000 on the Effective
Date, to be distributed to the Lenders pro rata, based on their respective
Percentages.

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ARTICLE IV

LETTERS OF CREDIT

SECTION 4.1. Issuance. The Issuer, upon the terms and subject to
the conditions, and in reliance upon the representations and warranties set
forth in this Agreement, shall issue from time to time one or more Letters of
Credit for the account of the Company in an amount, subject to Section 2.1, as
the Company shall request in a Letter of Credit Application. Each Lender shall
participate in each such Letter of Credit in its Percentage. The Issuer shall
issue Letters of Credit upon receipt, at least two Business Days prior to the
requested Date of Issuance of (i) a properly completed and duly executed Letter
of Credit Application and (ii) such other documents and materials as may be
required thereunder. The Letter of Credit Application shall contain a
certificate, executed by the duly authorized officers of the Company, as to the
matters set forth in clauses (b)(i) and (b)(ii) of Section 2.3 (the word
"Borrowing" replaced by "Letter of Credit") and naming the beneficiary of such
Letter of Credit and the purpose therefor. The Issuer will promptly (i) upon
receipt thereof forward to the Lenders and the Agent copies of each Letter of
Credit Application and (ii) upon issuance thereof, forward to the Lenders and
the Agent copies of each Letter of Credit. The Issuer shall confirm with the
Agent that the issuance of the proposed Letter of Credit would not cause the
Company to be in violation of the provisions of Section 2.l.3(b). Prior to
issuing any Letter of Credit, the Issuer shall confirm with the Agent that,
after issuing such Letter of Credit, the conditions specified in Section 2.3
and Article VI have been met. All letters of credit issued by the Issuer
pursuant to the Existing Agreement and outstanding on the Effective Date shall
be deemed to have been issued pursuant to this Agreement.

SECTION 4.2. Terms. Each Letter of Credit shall (i) have an
expiry date not later than the earlier of one year after the Date of Issuance
thereof or the Commitment Termination Date, (ii) be issued for an ordinary
course business purpose, (iii) be in the face amount of $50,000 or any larger
integral multiple of $100, and (iv) shall have such additional terms and
provisions as the Agent and Issuer shall deem appropriate in connection with
the particular circumstances under which such Letter of Credit is being issued;
provided, however, in the event the Company shall request a Letter of Credit
with an expiry date later than the Commitment Termination Date, the Issuer
shall promptly notify the Agent and the Lender of the proposed expiry date,
face amount and purpose thereof and the Issuer shall issue such Letter of
Credit upon receipt of written approval of the Agent and the Lenders; provided,
further, however, in no event shall the issuance of any Letter of Credit
described in the preceding provision be deemed to constitute an extension of
the Commitment Termination Date for any purpose of this Agreement.

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Letters of Credit will not be issued to provide credit support or liquidity
support for any security or borrowing.

SECTION 4.3. Reimbursement of Drawings under Letters of Credit.
The Company shall pay to the Agent for the account of the Lenders at the place
and in the manner specified in Section 5.6, the amount to be paid in respect of
each Drawing under, or refunding of, a Letter of Credit on the date of such
Drawing or refunding. Each Drawing under, in whole or in part, a Letter of
Credit shall bear interest at the rate applicable to Reference Rate Loans from
and including the due date thereof to and including the second Business Day
following such due date (counting the due date as the first day); and,
thereafter shall bear interest, payable on demand, for each day until paid at a
rate per annum equal to the Reference Rate plus 2.0% per annum; provided, that
the Company, by compliance with Section 6.2, may direct that any Drawing be
paid, in whole or in part, from the proceeds of a Borrowing.

SECTION 4.4. General Provisions as to Letters of Credit.

(a) Limitation on Issuer's Duty to Issue. The Issuer
shall have no obligation to issue any Letter of Credit if the
aggregate undrawn face amount of Letters of Credit outstanding, after
giving effect to the issuance of such Letter of Credit, would exceed
any limit imposed on the Issuer by, or if the issuance of such Letter
of Credit would otherwise cause a violation of, law to which the
Issuer is subject.

(b) Acceleration. Each Letter of Credit shall provide by
its terms that, upon the exercise by the Issuer or the Lenders of any
of their rights pursuant to Section 9.3, the full face amount of such
Letter of Credit shall be deemed to be drawn upon notice from the
Issuer to the beneficiary thereof.

(c) Participations by Lenders. Simultaneously with the
issuance by the Issuer of any Letter of Credit, each Lender shall be
deemed to have irrevocably and unconditionally assumed and received
from the Issuer, without recourse or warranty, an undivided interest
and participation in such Letter of Credit (including without
limitation, all obligations of the Company with respect thereto) and
any security therefor or guaranty pertaining thereto, in the
proportion of such Lender's Percentage.

(d) Funding of Letter of Credit Drawings. Upon receipt
of a Draft, the Issuer shall, as soon as practicable thereafter,
notify the Agent and the Company of the day of the proposed Drawing in
respect thereof, the amount of such Drawing and each Lender's
Percentage of such Drawing. Not

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later than 2:00 p.m. (Atlanta, Georgia time) on the date of any
Drawing under a Letter of Credit, each Lender shall pay its
proportionate share of such Drawing, less its proportionate share of
any amount that the Agent has notified such Lender that it or the
Issuer has received from the Company or any Guarantor in respect of
such Drawing, in federal funds or other funds immediately available in
San Francisco, California, to the Agent at its address specified in or
pursuant to Section 11.2. The Agent will provide each Lender with
prompt notice of its receipt of any such payment. Upon receipt of the
amounts specified in the second preceding sentence, the Agent shall
immediately remit such account to the Issuer. Upon receipt of the
such funds from the Agent, the Issuer will make the amount of such
Drawing available to the beneficiary of such Letter of Credit in
accordance with the terms of such Letter of Credit.

(e) Company's Obligations Absolute. The obligation of
the Company to reimburse the Issuer and the Lenders for each Drawing
under a Letter of Credit shall be irrevocable, shall not be subject to
any qualification or exception whatsoever and shall be binding in
accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, the following
circumstances:

(i) any lack of validity or enforceability of
this Agreement;

(ii) the existence of any claim, set-off,
defense or right which the Company or any Guarantor may have
at any time against a beneficiary of any Letter of Credit or
any transferee of any Letter of Credit (or any Person for whom
any such transferee may be acting), the Agent, the Issuer, any
Lender, or any other Person, whether in connection with this
Agreement, any Letter of Credit, the transactions contemplated
herein or any unrelated transactions;

(iii) any Draft, certificate or any other document
presented under any Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;

(iv) the surrender or impairment of any security
for the performance or observance of any of the terms of this
Agreement;

(v) any failure of the Issuer to provide notice
to the Company of any Drawing under any Letter of Credit; or

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(vi) the occurrence or continuance of any
Default.

(f) Lender Obligations Absolute. The obligation of each
Lender to pay to the Issuer its proportionate share of each Drawing
under a Letter of Credit shall be irrevocable, shall not be subject to
any qualification or exception whatsoever and shall be binding in
accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, the following
circumstances:

(i) any lack of validity or enforceability of
this Agreement;

(ii) the existence of any claim, set-off,
defense or right which the Company or any Guarantor or any
Lender may have at any time against a beneficiary of any
Letter of Credit or any transferee of any Letter of Credit (or
any Person for whom any such transferee may be acting), the
Agent, the Issuer, any Lender, or any other Person, whether in
connection with this Agreement, any Letter of Credit, the
transactions contemplated herein or any unrelated
transactions;

(iv) the surrender or impairment of any security
for the performance or observance of any of the terms of this
Agreement;

(v) any failure of the Issuer to provide notice
to the Lenders of any Drawing under any Letter of Credit; or

(vi) the occurrence or continuance of any Default.

(g) Reimbursement Default by Lenders. If any Lender
shall fail to pay the amount of its participation in a Drawing on a
date such amount is due in accordance with subsection (d) above, the
Issuer shall be deemed to have advanced funds on behalf of such
Lender. Each such advance shall be secured by such Lender's
participation interest, the Issuer shall be subrogated to such
Lender's rights hereunder in respect thereof, and such advance may be
repaid by application by the Issuer of any payment which such Lender
is otherwise entitled to receive under this Agreement. Any amount not
paid by such Lender to the Issuer hereunder shall bear interest for
each day from the date such payment was due until such payment shall
be made in full at a rate per annum equal to the highest

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rate then payable by the Company on any obligation then outstanding
under this Agreement.

(h) Limitation of Liability With Respect To Letters of
Credit. (i) As among the Company, the Guarantors, the Agent, the
Issuer and the Lenders, the Company and the Guarantors assume all
risks of the acts and omissions of, or misuse of each Letter of Credit
by the beneficiaries of such Letter of Credit. Without limiting the
foregoing, the Agent, the Issuer and the Lenders shall not be
responsible (except to the extent that any of the following result
from the bad faith or willful misconduct of the Issuer):

(A) for the form, validity, sufficiency,
accuracy, genuineness or legal effect of any Draft, demand,
application or other documents submitted by any party in
connection with any Letter of Credit or the application for
the issuance of any Letter of Credit, even if such document
should in fact prove to be in any and all respects invalid,
insufficient, inaccurate, fraudulent or forged;

(B) for the validity, genuineness or sufficiency
of any instrument transferring or assigning or purporting to
transfer or assign a Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part
which may prove to be invalid or ineffective for any reason;

(C) for failure of the beneficiary of a Letter of
Credit to comply fully with the conditions required in order
to draw upon such Letter of Credit;

(D) for errors, omissions, interruptions or
delays in transmission or delivery of any messages by mail,
cable, telegraph, telex or otherwise, whether or not they be
in cipher;

(E) for errors in interpretations of technical
terms;

(F) for any loss or delay in the transmission or
otherwise of any document requiring to make a Drawing under
any Letter of Credit or with respect to the proceeds thereof;

(G) for the misapplication by the beneficiary of
a Letter of Credit or of the proceeds of any Drawing under
such Letter of Credit; or

(H) for any consequences arising from causes
beyond

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the control of the Agent, the Issuer and the Lenders,
including, without limitation, any act or omission, rightfully
or wrongfully of any present or future governmental authority.
None of the above circumstances shall affect, impair or prevent
the vesting of any of the Issuer's rights or powers under this
Section.

(ii) In furtherance and extension, and not in limitation,
of the specified provisions set forth above, any action taken or
omitted by the Issuer under or any connection with any Letter of
Credit or any related documents, if taken or omitted in good faith,
shall not expose the Issuer, the Agent or the Lenders to any liability
to the Company or the Guarantors or relieve the Company or the
Guarantors of any of their obligations hereunder.

SECTION 4.5. Indemnification.

The Company hereby agrees to protect, indemnify, pay and save the
Agent, the Issuer and each Lender harmless from and against any and all claims,
demands, liabilities, damages, losses, costs, charges and expenses (including
reasonable attorneys' fees) arising from the claims of third parties against
the Agent, the Issuer or a Lender as a consequence, direct or indirect, of (A)
the issuance of any Letter of Credit other than as a result of the Issuer's
gross negligence or willful misconduct, as determined by a court of competent
jurisdiction, or (B) the failure of the Issuer to honor a Drawing under such
Letter of Credit as a result of any act or omission, whether rightful or
wrongful, of any present or future, de jure or de facto, government or
governmental authority.

SECTION 4.6. Payments on Demand. All amounts payable by the
Company under Sections 3.3.4 and 4.5 shall constitute Obligations which shall
be payable two Business Days after demand. In such demand, the demanding party
shall set forth the amounts payable hereunder in reasonable detail, as well as
the method of determining such amounts and the date such payment is due. From
the date payment is due and until so paid, all such amounts shall bear interest
payable on demand at the Reference Rate, to the extent owed to (or previously
paid by) the Agent or any Lender, plus 2% per annum.

ARTICLE V

CERTAIN EURODOLLAR RATE AND OTHER PROVISIONS

SECTION 5.1. Eurodollar Rate Lending Unlawful. If any Lender
shall determine (which determination shall, upon notice thereof to the Company
and the Lenders, be conclusive and binding on the Company) that the
introduction of or any change in or in the

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interpretation of any law makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for such Lender to make,
continue or maintain any Loan as, or to convert any Loan into, a Eurodollar
Rate Loan, the obligations of all Lenders to make, continue, maintain or
convert into any such Loans (including any Eurodollar Rate Bid Loan as to which
the Company has accepted a Competitive Bid, but as to which the borrowing date
has not yet arrived) shall, upon such determination, forthwith be suspended
until such Lender shall notify the Agent that the circumstances causing such
suspension no longer exist, and all Eurodollar Rate Committed Loans of such
Lender shall automatically convert into Reference Rate Loans at the end of the
then current Interest Periods with respect thereto or sooner, if required by
such law or assertion.

SECTION 5.2. Inability to Determine Rates. If the Agent
determines that for any reason adequate and reasonable means do not exist for
determining the Eurodollar Rate for any requested Interest Period with respect
to a proposed Eurodollar Rate Loan, or the Majority Lenders determine that 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 (and so notify the Agent), then, upon notice from
the Agent to the Company and all the Lenders, the obligations of all Lenders
under Article II to make or continue any Loans as, or to convert any Loans
into, Eurodollar Rate Loans shall forthwith be suspended until the Agent shall
notify the Company and the Lenders that the circumstances causing such
suspension no longer exist.

SECTION 5.3. Increased Eurodollar Rate Loan Costs, etc. The
Company agrees to reimburse each Lender for any increase in the cost to such
Lender of, or any reduction in the amount of any sum receivable by such Lender
in respect of, making, continuing or maintaining (or of its obligation to make,
continue or maintain) any Loans as, or of converting (or of its obligation to
convert) any Loans into, Eurodollar Rate Loans. Such Lender shall promptly
notify the Agent and the Company in writing of the occurrence of any such
event, such notice to state, in reasonable detail, the reasons therefor and the
additional amount required fully to compensate such Lender for such increased
cost or reduced amount. Such additional amounts shall be payable by the
Company directly to such Lender within five days of its receipt of such notice,
and such notice shall, in the absence of manifest error, be conclusive and
binding on the Company. The Company shall not be obligated to reimburse any
Lender under this Section unless the Company shall have received notice of such
costs within 30 days after the later of (i) incurrence of such costs or (ii)
the retroactive application of any law, rule or regulation causing such
incurrence.

SECTION 5.4. Funding Losses. In the event any Lender shall

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incur any loss or expense (including any loss or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Lender to make, continue or maintain any portion of the principal amount of any
Loan as, or to convert any portion of the principal amount of any Loan into, a
Eurodollar Rate Loan but not including any loss of profit) as a result of

(a) any conversion or repayment or prepayment of the
principal amount of any Eurodollar Rate Committed Loan on a date other
than the scheduled last day of the Interest Period applicable thereto,
whether pursuant to Section 3.1 or otherwise;

(b) any Committed Loan not being made as a Eurodollar Rate
Loan in accordance with the Borrowing Request therefor; or

(c) any Committed Loan not being continued as, or
converted into, a Eurodollar Rate Committed Loan in accordance with
the Continuation/Conversion Notice therefor; or

(d) any payment of a Bid Loan on a day that is not the
last day of the Interest Period applicable thereto,

then, upon the written notice of such Lender to the Company (with a copy to the
Agent), the Company shall, within five days of its receipt thereof, pay
directly to such Lender such amount as will (in the reasonable determination of
such Lender) reimburse such Lender for such loss or expense. Such written
notice (which shall include calculations in reasonable detail) shall, in the
absence of manifest error, be conclusive and binding on the Company.

SECTION 5.5. Increased Capital Costs. If any change in, or the
introduction, adoption, effectiveness, interpretation, or reinterpretation of,
any law or regulation, directive, guideline, decision or request (whether or
not having the force of law) of any court, central bank, regulator or other
governmental authority after the date hereof affects or would affect the amount
of capital required or expected to be maintained by any Lender or any Person
controlling such Lender, and such Lender determines (in its sole and absolute
discretion) that the rate of return on its or such controlling Person's capital
as a consequence of its Commitments, issuance of or participation in Letters of
Credit or the Loans made by such Lender is reduced to a level below that which
such Lender or such controlling Person could have achieved but for the
occurrence of any such circumstance, then, in any such case upon notice from
time to time by such Lender to the Company, the Company shall immediately pay
directly to such Lender additional amounts sufficient to compensate such Lender
or such controlling Person for such reduction in rate of return reasonably
allocable to the Loans or the Commitments. A statement of such Lender as to
any such

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additional amount or amounts (including calculations thereof in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
the Company. In determining such amount, such Lender may use any method of
averaging and attribution that it (in its sole and absolute discretion) shall
deem applicable. The Company shall not be obligated to reimburse any Lender
under this Section unless the Company shall have received notice of such costs
within 30 days after the later of (i) incurrence of such costs or (ii) the
retroactive application for any law, rule or regulation causing such
incurrence.

SECTION 5.6. Payments, Computations, etc. Unless otherwise
expressly provided, all payments by the Company pursuant to this Agreement, the
Notes or any other Loan Document shall be made by the Company to the Agent for
the pro rata account of the Lenders entitled to receive such payment; provided,
however, that all payments in respect of Bid Loans shall be made directly to
the applicable Lender. All such payments required to be made to the Agent or
any Lender shall be made, without setoff, deduction or counterclaim, not later
than 12:00 noon, Atlanta, Georgia time, on the date due, in same day or
immediately available funds, to such account as the Agent or such Lender, as
the case may be, shall specify from time to time by notice to the Company.
Funds received after that time shall be deemed to have been received by the
Agent or such Lender, as the case may be, on the next succeeding Business Day.
The Agent shall promptly remit in same day funds to each Lender its share, if
any, of such payments received by the Agent for the account of such Lender.
All interest and fees shall be computed on the basis of the actual number of
days (including the first day but excluding the last day) occurring during the
period for which such interest or fee is payable over a year comprised of 360
days. Whenever any payment to be made shall otherwise be due on a day which is
not a Business Day, such payment shall (except as otherwise required by clause
(iii) of proviso to the definition of the term "Interest Period" with respect
to Eurodollar Rate Loans) be made on the next succeeding Business Day and such
extension of time shall be included in computing interest and fees, if any, in
connection with such payment.

SECTION 5.7. Sharing of Payments. If any Lender shall obtain any
payment or other recovery (whether voluntary, involuntary, by application of
setoff or otherwise) on account of any Loan (other than pursuant to the terms
of Sections 5.3, and 5.5) or Letter of Credit in excess of its pro rata share
of payments then or therewith obtained by all Lenders, such Lender shall
purchase from the other Lenders such participations in Loans made by them
and/or Letters of Credit as shall be necessary to cause such purchasing Lender
to share the excess payment or other recovery ratably with each of them;
provided, however, that if all or any portion of the excess payment or other
recovery is thereafter recovered from such purchasing Lender, the purchase

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shall be rescinded and each Lender which has sold a participation to the
purchasing Lender shall repay to the purchasing Lender the purchase price to
the ratable extent of such recovery together with an amount equal to such
selling Lender's ratable share (according to the proportion of

(a) the amount of such selling Lender's required
repayment to the purchasing Lender

(b) the total amount so recovered from the purchasing
Lender)

of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. The Company agrees that any Lender
so purchasing a participation from another Lender pursuant to this Section may,
to the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to Section 5.8) with respect to such participation as fully
as if such Lender were the direct creditor of the Company in the amount of such
participation. If under any applicable bankruptcy, insolvency or other similar
law, any Lender receives a secured claim in lieu of a setoff to which this
Section applies, such Lender shall, to the extent practicable, exercise its
rights in respect of such secured claim in a manner consistent with the rights
of the Lenders entitled under this Section to share in the benefits of any
recovery on such secured claim. Any Lender having outstanding both Committed
Loans and Bid Loans at any time a right of set-off is exercised by such Lender
shall apply the proceeds of such set-off first to such Lender's Committed
Loans, until its Committed Loans are reduced to zero, and thereafter to its Bid
Loans.

SECTION 5.8. Setoff. Each Lender shall, upon the occurrence of
any Default described in clause (a), (b), (c) or (d) of Section 9.1.9 with
respect to the Company or any Significant Subsidiary or, with the consent of
the Majority Lenders, upon the occurrence of any other Event of Default, have
the right to appropriate and apply to the payment of the Obligations owing to
it (whether or not then due), and (as security for such Obligations) the
Company hereby grants to each Lender a continuing security interest in, any and
all balances, credits, deposits, accounts or moneys of the Company then or
thereafter maintained with or otherwise held by such Lender provided, however,
that any such appropriation and application shall be subject to the provisions
of Section 5.7. Each Lender agrees promptly to notify the Company and the
Agent after any such setoff and application made by such Lender; provided,
however, that the failure to give such notice shall not affect the validity of
such setoff and application. The rights of each Lender under this Section are
in addition to other rights and remedies (including

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other rights of setoff under applicable law or otherwise) which such Lender may
have.

SECTION 5.9. Use of Proceeds. The Company shall apply the
proceeds of each Borrowing in accordance with the fourth recital.

SECTION 5.10. Replacement Lenders. The Company may, in its sole
discretion, on ten Business Days' prior written notice to the Agent and a
Lender which shall have requested reimbursement for costs pursuant to Section
5.3 or 5.5 or given a notice under Section 5.1, cause such Lender to (and such
Lender shall) assign, pursuant to Section 11.11.1, all of its rights and
obligations under this Agreement to another Person which is willing to become a
Lender and is reasonably acceptable to the Agent for a purchase price equal to
the outstanding principal amount of the Loans payable to such Lender plus any
accrued but unpaid interest on such Loans, any accrued but unpaid fees with
respect to such Lender's Commitment and any other amount payable to such Lender
under this Agreement; provided, that any expenses or other amounts which would
be owing to such Lender pursuant to any indemnification provision hereto
(including, if applicable, Section 5.4) shall be payable by the Company as if
the Company had prepaid the Lender rather than the Lender having assigned its
interest hereunder.

ARTICLE VI

CONDITIONS PRECEDENT

SECTION 6.1. Conditions to Effectiveness. This Agreement shall
become effective upon the satisfaction of each of the conditions precedent set
forth in this Section 6.1.

SECTION 6.1.1. Resolutions, etc. The Agent shall have received from
each Obligor (other than Tascor Incorporated) a certificate, dated the
Effective Date, of its Secretary or Assistant Secretary as to

(a) resolutions of its Board of Directors then in full
force and effect authorizing the execution, delivery and performance
of this Agreement, the Notes and each other Loan Document to be
executed by it; and

(b) the incumbency and signatures of those of its
officers authorized to act with respect to this Agreement, the Notes
and each other Loan Document executed by it, upon which certificate
each Lender may conclusively rely until it shall have received a
further certificate of the Secretary of such Obligor canceling or
amending such prior certificate.

SECTION 6.1.2. Delivery of Notes. The Agent shall have

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received, for the account of each Lender, its Notes duly executed and delivered
by the Company.

SECTION 6.1.3. Guaranty. The Agent shall have received the
Guaranty, dated the Effective Date, duly executed by each of the Guarantors.

SECTION 6.1.4. Opinions of Counsel. The Agent shall have received
an opinion, dated the Effective Date and addressed to the Agent and all
Lenders, from counsel to the Obligors, substantially in the form of Exhibit I.

SECTION 6.2. All Credit Extensions. The obligation of each Lender
to make any Credit Extension (including the initial Credit Extension) shall be
subject to the satisfaction of each of the conditions precedent set forth in
this Section 6.2.

SECTION 6.2.1. Compliance with Warranties, No Default, etc. Both
before and after giving effect to any Credit Extension (but, if any Default of
the nature referred to in Section 9.1.5 shall have occurred with respect to any
other Indebtedness, without giving effect to the application, directly or
indirectly, of the proceeds of any borrowing) the following statements shall be
true and correct

(a) the representations and warranties set forth in
Article VII (excluding, however, those contained in Section 7.7) shall
be true and correct with the same effect as if then made (unless
stated to relate solely to an early date, in which case such
representations and warranties shall be true and correct as of such
earlier date);

(b) except as disclosed by the Company to the Agent and
the Lenders pursuant to Section 7.7

(i) no litigation, arbitration or governmental
investigation or proceeding shall be pending or, to the
knowledge of the Company, threatened in writing against the
Company or any of its Subsidiaries which is reasonably likely
to materially adversely affect the Company's consolidated
business or operations, or which purports to affect the
validity or enforceability of the Agreement; and

(ii) no development shall have occurred in any
litigation, arbitration or governmental investigation or
proceeding disclosed pursuant to Section 7.7 which in the
reasonable opinion of management, based on facts known to such
management is likely to substantially affect the operation of
the business.

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(c) no Default shall have then occurred and be
continuing, and neither the Company, any other Obligor, nor any of its
Subsidiaries are in material violation of any law or governmental
regulation or court order or decree, the violation of which is
reasonably likely to materially adversely affect the Company's
consolidated financial condition, operations, assets, business,
properties or prospects.

SECTION 6.2.2. Credit Request. The Agent shall have received a
Borrowing Request or Letter of Credit Application, as the case may be, for such
Credit Extension or, in the case of a Bid Loan, the Lenders shall have received
the Competitive Bid Request for such Bid Loan. Each of the delivery of a
Borrowing Request, Letter of Credit Application or Competitive Bid Request and
the acceptance by the Company of the proceeds of the Borrowing or the issuance
of the Letter of Credit, as applicable, shall constitute a representation and
warranty by the Company that on the date of such Borrowing (both immediately
before and after giving effect to such Borrowing and the application of the
proceeds thereof) or the issuance of the Letter of Credit, as applicable, the
statements made in Section 6.2.1 are true and correct.

SECTION 6.2.3. Satisfactory Legal Form. All documents executed or
submitted pursuant hereto by or on behalf of the Company or any of its
Subsidiaries or any other Obligors prior to the initial Loan hereunder shall be
satisfactory in form and substance to the Agent and its counsel.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders and the Agent to enter into this
Agreement and to make Loans and issue Letters of Credit hereunder, the Company
represents and warrants unto the Agent and each Lender as set forth in this
Article VII.

SECTION 7.1. Organization, etc. The Company and each of its
Subsidiaries is a corporation validly organized and existing and in good
standing under the laws of the State of its incorporation, is duly qualified to
do business and is in good standing as a foreign corporation in each
jurisdiction where the nature of its business requires such qualification and
the failure to so qualify would have a material adverse effect on the
consolidated financial condition, operations, assets, business, properties or
prospects of the Company and its Subsidiaries, and has full power and authority
and holds all requisite governmental licenses, permits and other approvals to
enter into and perform its Obligations under this Agreement, the Notes and each
other Loan Document to which it is a

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party and to own and hold under lease its property and to conduct its business
substantially as currently conducted by it.

SECTION 7.2. Due Authorization, Non-Contravention, etc. The
execution, delivery and performance by the Company of this Agreement, the Notes
and each other Loan Document executed or to be executed by it, and the
execution, delivery and performance by each other Obligor of each Loan Document
executed or to be executed by it, are within the Company's and each such
Obligor's corporate powers, have been duly authorized by all necessary corporate
action, and do not

(a) contravene the Company's or any such Obligor's
Organizational Documents;

(b) contravene any contractual restriction, law or
governmental regulation or court decree or order binding on or
affecting the Company or any such Obligor; or

SECTION 7.3. Government Approval, Regulation, etc. No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or other Person is required for
the due execution, delivery or performance by the Company or any other Obligor
of this Agreement, the Notes or any other Loan Document to which it is a party,
all of which have been duly obtained or made and are in full force and effect.
Neither the Company nor any of its Subsidiaries is an "investment company"
within the meaning of the Investment Company Act of 1940, as amended, or a
"holding company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

SECTION 7.4. Validity, etc. This Agreement constitutes, and the
Notes and each other Loan Document executed by the Company will, on the due
execution and delivery thereof, constitute, the legal, valid and binding
obligations of the Company enforceable in accordance with their respective
terms; and each Loan Document executed pursuant hereto by each other Obligor
will, on the due execution and delivery thereof by such Obligor, be the legal,
valid and binding obligation of such Obligor enforceable in accordance with its
terms subject to bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally.

SECTION 7.5. Financial Information. The audited balance sheet of
the Company and its Subsidiaries as at October 29, 1995, and the related
statements of earnings and cash flow of the Company and its Subsidiaries, and
the unaudited balance sheet of the

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Company and its Subsidiaries as at July 28, 1996, and the related statements of
earnings and cash flow of the Company and its Subsidiaries, copies of which
have been furnished to the Agent and each Lender, have been prepared in
accordance with GAAP consistently applied, and present fairly the consolidated
financial condition of the corporations covered thereby as at the dates thereof
and the results of their operations for the periods then ended.

SECTION 7.6. No Material Adverse Change. Since July 28, 1996,
there has been no material adverse change in the consolidated financial
condition, operations, assets, business, properties or prospects of the Company
and its Subsidiaries.

SECTION 7.7. Litigation, etc. There is no pending or, to the
knowledge of the Company, threatened in writing litigation, action, or
proceeding affecting the Company or any of its Subsidiaries, or any of their
respective properties, businesses, assets or revenues, which in the reasonable
opinion of management based on facts known to such management, is reasonably
likely to materially adversely affect the financial condition, operations,
assets, business, properties or prospects of the Company or any Subsidiary or
which purports to affect the legality, validity or enforceability of this
Agreement, the Notes or any other Loan Document, except as disclosed in Item
7.7 ("Litigation") of the Disclosure Schedule. Until the delivery of the
updated Item 7.7 of the Disclosure Schedule required pursuant to subsection
8.1.6(b), the Company hereby represents and warrants that there have been no
changes to Item 7.7 of the Disclosure Schedule (as defined in the Existing
Agreement) as in effect immediately prior to the Effective Date which would
have a material adverse effect on the consolidated financial condition,
operations, assets, business, properties or prospects of the Company and its
Subsidiaries.

SECTION 7.8. Subsidiaries. The Company has no Subsidiaries, except
those Subsidiaries

(a) which are identified in Item 7.8 ("Existing
Subsidiaries") of the Disclosure Schedule; or

(b) which are permitted to have been acquired in
accordance with Section 8.2.5 or Section 8.2.7.

SECTION 7.9. Ownership of Properties. The Company and each of its
Subsidiaries owns good and marketable title to all of its properties and
assets, real and personal, tangible and intangible, of any nature whatsoever
(including patents, trademarks, trade names, service marks and copyrights),
free and clear of all Liens, charges or claims (including infringement claims
with respect to patents, trademarks, copyrights and the like) except as
permitted pursuant to Section 8.2.3.

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SECTION 7.10. Taxes. The Company and each of its Subsidiaries has
filed all tax returns and reports required by law to have been filed by it and
has paid all taxes and governmental charges thereby shown to be owing, except
any such taxes or charges which are being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with GAAP
shall have been set aside on its books or any such taxes or charges which would
not be reasonably likely to have a material adverse effect on the consolidated
financial condition, operations, assets, business, properties or prospects of
the Company and its Subsidiaries.

SECTION 7.11. Pension and Welfare Plans. During the
twelve-consecutive-month period prior to the date of the execution and delivery
of this Agreement and prior to the date of any Borrowing hereunder, no steps
have been taken to terminate any Pension Plan, where the termination would be
reasonably likely to have a material adverse effect on the consolidated
financial condition, operations, assets, business, properties or prospects of
the Company and its Subsidiaries, and no contribution failure has occurred with
respect to any Pension Plan sufficient to give rise to a Lien under section
302(f) of ERISA. No condition exists or event or transaction has occurred with
respect to any Pension Plan which might result in the incurrence by the Company
or any member of the Controlled Group of any material liability, fine or
penalty. Except as disclosed in Item 7.11 ("Employee Benefit Plans") of the
Disclosure Schedule, neither the Company nor any member of the Controlled Group
has any contingent liability with respect to any postretirement benefit under a
Welfare Plan, other than liability for continuation coverage described in Part
6 of Title I of ERISA or any liability which would not be reasonably likely to
have a material adverse effect on the consolidated financial condition,
operations, assets, business, properties or prospects of the Company and its
Subsidiaries.

SECTION 7.12. Environmental Warranties. Except as set forth in
Item 7.12 ("Environmental Matters") of the Disclosure Schedule as of the
Effective Date:

(a) all facilities and property (including, underlying
groundwater) owned or leased by the Company or any of its Subsidiaries
have been, and continue to be, owned or leased by the Company and its
Subsidiaries in material compliance with all environmental laws which
would be reasonably likely to have a material adverse effect on the
consolidated financial condition, operations, assets, business,
properties or prospects of the Company and its Subsidiaries;

(b) no conditions exist at, on or under any property now
or previously owned or leased by the Company and no action has been
taken by the Company which would give rise to any

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liability under any Environmental Law which would be reasonably likely
to have a material adverse effect on the consolidated financial
condition, operations, assets, business, properties or prospects of
the Company and its Subsidiaries.

SECTION 7.13. Regulations G, U and X. The Company is not engaged
in the business of extending credit for the purpose of purchasing or carrying
margin stock, and no proceeds of any Loans will be used for a purpose which
violates, or would be inconsistent with, F.R.S. Board Regulation G, U or X.
Less than 25% of the assets of the Company and its Subsidiaries consists of
margin stock. Terms for which meanings are provided in F.R.S. Board Regulation
G, U or X or any regulations substituted therefor, as from time to time in
effect, are used in this Section with such meanings.

SECTION 7.14. Accuracy of Information. All factual information
heretofore or contemporaneously furnished by or on behalf of the Company in
writing to the Agent or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated hereby is, and all other such factual
information hereafter furnished by or on behalf of the Company to the Agent or
any Lender will be, true and accurate in every material respect on the date as
of which such information is dated or certified and as of the date of execution
and delivery of this Agreement by the Agent and such Lender, and such
information is not, or shall not be, as the case may be, as of the date thereof
incomplete by omitting to state any material fact necessary to make such
information not misleading. No representation that any plan or projection shall
prove to be accurate shall have been deemed to have been made pursuant to this
Section.

ARTICLE VIII

COVENANTS

SECTION 8.1. Affirmative Covenants. The Company agrees with the
Agent and each Lender that, until all Commitments have terminated and all
Obligations have been paid and performed in full, the Company will perform the
obligations set forth in this Section 8.1.

SECTION 8.1.1. Financial Information, Reports, Notices, etc. The
Company will furnish, or will cause to be furnished, to each Lender and the
Agent copies of the following financial statements, reports, notices and
information:

(a) as soon as available and in any event within 50 days

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after the end of each of the first three Fiscal Quarters of each
Fiscal Year of the Company, a consolidated balance sheet of the
Company and its Subsidiaries as of the end of such Fiscal Quarter and
consolidated statements of earnings and cash flow of the Company and
its Subsidiaries for such Fiscal Quarter and for the period commencing
at the end of the previous Fiscal Year and ending with the end of such
Fiscal Quarter, certified by an Authorized Officer of the Company;

(b) as soon as available and in any event within 95 days
after the end of each Fiscal Year of the Company, a copy of the annual
audit report for such Fiscal Year for the Company and its Subsidiaries,
including therein a consolidated balance sheet of the Company and its
Subsidiaries as of the end of such Fiscal Year and consolidated
statements of earnings and cash flow of the Company and its
Subsidiaries for such Fiscal Year, in each case certified (without any
Impermissible Qualification) by Xxxxxx Xxxxxxxx & Co. or other
independent public accountants acceptable to the Agent and the Majority
Lenders, together with a statement to the effect that, in making the
examination necessary for the signing of such annual report by such
accountants, they have not become aware of any Default that has
occurred and is continuing, or, if they have become aware of such
Default, describing such Default and the steps, if any, being taken to
cure it;

(c) at the same time as the financial statements referred
to in Section 8.1.1(a) and (b) are delivered to the Agent, a
certificate substantially in the form of Exhibit J, executed by the
chief financial officer or treasurer of the Company, showing (in
reasonable detail and with appropriate calculations and computations
in all respects satisfactory to the Agent) compliance with all
covenants, including the financial covenants set forth in Section
8.2.4;

(d) as soon as available and in any event within 50 days
after the end of each of the first three Fiscal Quarters of each
Fiscal Year and within 95 days after the end of each Fiscal Year, a
Borrowing Base Certificate substantially in the form of Exhibit K,
executed by the chief financial officer or treasurer of the Company,
showing the Borrowing Base for such Fiscal Quarter or Fiscal Year;

(e) promptly after the occurrence of each Default, a
statement of the chief financial officer or treasurer of the Company
setting forth details of such Default and the action which the Company
has taken and proposes to take with respect thereto;

(f) promptly after (i) the occurrence of any materially
adverse development with respect to any litigation, action or

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proceeding described in Section 7.7 or (ii) the commencement of any
litigation, action, proceeding of the type described in Section 7.7,
notice thereof and if requested by a Lender copies of all
documentation relating thereto;

(g) promptly after the sending or filing thereof, copies
of all reports which the Company sends to any of its securityholders
as such, and all reports and registration statements which the Company
or any of its Subsidiaries files with the Securities and Exchange
Commission or any national securities exchange, including but not
limited to, the annual report, Forms 10K and 10Q, and the proxy
statement of the Company;

(h) immediately upon becoming aware of the institution of
any steps by the Company or any other Person to terminate any Pension
Plan, or the failure to make a required contribution to any Pension
Plan if such failure is sufficient to give rise to a Lien under Section
302(f) of ERISA, or the taking of any action with respect to a Pension
Plan which could result in the requirement that the Company furnish a
bond or other security to the PBGC or such Pension Plan, or the
occurrence of any event with respect to any Pension Plan which could
result in the incurrence by the Company of any material liability, fine
or penalty, or any material increase in the contingent liability of the
Company with respect to any post-retirement Welfare Plan benefit,
notice thereof and copies of all documentation relating thereto;

(i) within 95 days after the end of each Fiscal Year, the
financial plan of the Company for the following Fiscal Year; and

(j) such other information respecting the condition or
operations, financial or otherwise, of the Company or any of its
Subsidiaries as any Lender through the Agent may from time to time
reasonably request.

SECTION 8.1.2. Compliance with Laws, etc. The Company will, and
will cause each of its Subsidiaries to, comply in all material respects with
all applicable laws, rules, regulations and orders, such compliance to include
(without limitation):

(a) the maintenance and preservation of its corporate
existence and qualification as a foreign corporation; and

(b) the payment, before the same become delinquent, of
all taxes, assessments and governmental charges imposed upon it or
upon its property except to the extent being diligently contested in
good faith by appropriate proceedings and for which adequate reserves
in accordance with GAAP shall have

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been set aside on its books;

to the extent that noncompliance therewith would be reasonably likely to have a
materially adverse effect on the consolidated financial condition, operations,
assets, business, properties or prospects of the Company and its Subsidiaries.

SECTION 8.1.3. Insurance. The Company will maintain, and will cause
each Subsidiary to maintain, insurance coverage by financially sound and
reputable insurers in such forms and amounts and against such risks as are
customary for corporations of established reputation engaged in the same or a
similar business and owning and operating similar properties; provided, that
the Company and its Subsidiaries may maintain a system or systems of
self-insurance provided that such self-insurance is in accord with the
customary practices of reputable corporations similarly situated and adequate
reserves are maintained in connection with such self-insurance.

SECTION 8.1.4. Books and Records. The Company will, and will cause
each of its Subsidiaries to, keep books and records which accurately reflect
all of its business affairs and transactions and permit the Agent and each
Lender or any of their respective representatives, at reasonable times and
intervals, to visit all of its offices, to discuss its financial matters with
its officers and independent public accountant (and the Company hereby
authorizes such independent public accountant to discuss the Company's
financial matters with each Lender or its representatives whether or not any
representative of the Company is present) and to examine (and, after Default at
the expense of the Company, photocopy extracts from) any of its books or other
corporate records. The Company shall pay any fees of such independent public
accountant incurred in connection with the Agent's or any Lender's exercise of
its rights pursuant to this Section after the occurrence of, and during the
continuance of, an Event of Default.

SECTION 8.1.5. Environmental Covenant. The Company will, and will
cause each of its Subsidiaries to (a) use and operate all of its facilities and
properties in material compliance with all Environmental Laws, keep all
necessary permits, approvals, certificates, licenses and other authorizations
relating to environmental matters in effect and remain in material compliance
therewith to the extent that any non-compliance or failure to keep in effect
would be reasonably likely to have a material adverse effect on the consolidated
financial condition, operations, assets, business, properties or prospects of
the Company and its Subsidiaries.

SECTION 8.1.6 Additional Documentation. As soon as available, but
in no event later than 30 days after the Effective Date, the Company will
deliver to the Agent (with copies for each

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Lender) the following:

(a) Resolutions, etc., of Tascor Incorporated. A
Certificate from the Secretary or Assistant Secretary of Tascor
Incorporated as to

(i) resolutions of such Obligor's Board of
Directors then in full force and effect authorizing or
ratifying the execution, delivery and performance of the
Guaranty; and

(ii) the incumbency and signatures of those of
such Obligor's officers authorized to act with respect to the
Guaranty.

(b) Disclosure Schedule. An update of Item 7.7
("Litigation") of the Disclosure Schedule, to be accurate as of the
date of delivery.

SECTION 8.2. Negative Covenants. The Company agrees with the
Agent and each Lender that, until all Commitments have terminated and all
Obligations have been paid and performed in full, the Company will perform the
obligations set forth in this Section 8.2.

SECTION 8.2.1. Business Activities. The Company will not, and will
not permit any of its Subsidiaries to, engage in any business activity, except
those described in the first recital and such activities as may be incidental
or related thereto.

SECTION 8.2.2. Indebtedness. The Company will not, and will not
permit any of its Subsidiaries to, create, incur, assume or suffer to exist or
otherwise become or be liable in respect of any Indebtedness, other than,
without duplication, the following:

(a) Indebtedness in respect of the Loans, Reimbursement
Obligations and other Obligations;

(b) Indebtedness existing as of the Effective Date which
is identified in Item 8.2.2(b) ("Ongoing Indebtedness") of the
Disclosure Schedule;

(c) unsecured Indebtedness incurred in the ordinary
course of business (including open accounts extended by suppliers on
normal trade terms in connection with purchases of goods and services,
but excluding Indebtedness incurred through the borrowing of money or
Contingent Liabilities);

(d) Indebtedness in respect of Capitalized Lease
Liabilities;

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(e) Indebtedness of the Company's Subsidiaries owing to
the Company or another Subsidiary and unsecured Indebtedness of the
Company owing to its Subsidiaries;

(f) Subordinated Debt;

(g) Secured Indebtedness within the limitations set forth
in Section 8.2.3;

(h) other unsecured Indebtedness of the Company and its
Subsidiaries in an aggregate amount not to exceed $40,000,000; and

(i) guaranties of the obligations of officers, directors
or employees of the Company or any Affiliate, which are limited in the
stated maximum dollar exposure, in favor of financial institutions
extending loans to such officers, directors and employees in
connection with financing their purchase of the capital stock of the
Company.

provided, however, that no Indebtedness otherwise permitted by clause (d), (e),
(f), (h), or (i) shall be permitted if, after giving effect to the incurrence
thereof, any Default shall have occurred and be continuing.

SECTION 8.2.3. Liens. The Company will not, and will not permit any
of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon
any of its property, revenues or assets. whether now owned or hereafter
acquired, except:

(a) Liens granted prior to the Effective Date to secure
payment of Indebtedness of the type permitted and described in clause
(b) of Section 8.2.2;

(b) Liens for taxes, assessments or other governmental
charges or levies not at the time delinquent or thereafter payable
without penalty or being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance
with GAAP shall have been set aside on its books;

(c) Liens of carriers, warehousemen, mechanics,
materialmen and landlords incurred in the ordinary course of business
for sums not overdue or being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance
with GAAP shall have been set aside on its books;

(d) Liens incurred in the ordinary course of business in
connection with workers' compensation, unemployment insurance or other
forms of governmental insurance or benefits, or to

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secure performance of tenders, statutory obligations, leases and
contracts (other than for borrowed money) entered into in the ordinary
course of business or to secure obligations on surety or appeal bonds;

(e) Liens granted to secure payment of Indebtedness of
the type permitted and described in clause (d) of Section 8.2.2;

(f) judgment Liens in existence less than 15 days after
the entry thereof or with respect to which execution has been stayed
or the payment of which is covered in full (subject to a customary
deductible) by insurance maintained with responsible insurance
companies;

(g) Liens in favor of General Electric Capital
Corporation on the termination costs specified in that certain Service
Contract, dated September 21, 1993, between Tascor Incorporated and
United Parcel Service General Services Company;

(h) minor survey exceptions or minor encumbrances,
easements or reservations, or rights of others for rights-of-way,
utilities and other similar purposes, or zoning or other restrictions
of record as to the use of real properties which customarily exist on
properties of corporations engaged in similar activities and similarly
situated and which do not in any event materially impair their use in
the operation of the business of the Company and its Subsidiaries or
materially impair the value of such property (determined on the basis
of the book value of such property);

(i) Liens securing Indebtedness of a Subsidiary to the
Company or to another Subsidiary;

(j) Liens existing on fixed assets of any business entity
then owning such fixed assets or equipment at the time such entity
becomes a Subsidiary, provided, that (i) the Lien shall attach solely
to the fixed assets or equipment of such Subsidiary, and (ii) all
Indebtedness secured by such Liens shall have been assumed by the
Company or such Subsidiary within the applicable limitations provided
in Sections 8.2.2 and 8.2.4(b);

(k) Liens incurred after the date hereof given to secure
the payment of the purchase price incurred in connection with the
acquisition of fixed assets or equipment useful and intended to be
used in carrying on the business of the Company or a Subsidiary,
including Liens existing on such fixed assets or equipment at the time
of acquisition thereof or at the time of acquisition by the Company or
a Subsidiary of any business

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entity then owning such fixed assets or equipment, whether or not such
existing Liens were given to secure the payment of the purchase price
of fixed assets or equipment to which they attach so long as they were
not incurred, extended or renewed in contemplation of such
acquisition, provided, that (i) the Lien shall attach solely to the
property acquired or purchased, (ii) at the time of acquisition of
such fixed assets, the aggregate amount remaining unpaid on all
Indebtedness secured by Liens on such fixed assets whether or not
assumed by the Company or a Subsidiary shall not exceed an amount
equal to 100% of the lesser of the total purchase price or fair market
value at the time of acquisition of such fixed assets (as determined
in good faith by the Board of Directors of the Company), (iii) all
such Indebtedness shall have been incurred within the applicable
limitations provided in Sections 8.2.2 and 8.2.4(b), and (iv) all such
Indebtedness shall be payable in equal monthly, quarterly, semiannual
or annual installments of principal and interest not callable at the
lender's option for reasons unrelated to the creditworthiness of the
Company or such Subsidiary, the destruction of the collateral for such
Indebtedness or other events customarily included as events of default
in such financings;

(l) Liens in favor of any Person on termination costs,
substantially similar to those specified in the contract described in
Section 8.2.3(g), up to a maximum aggregate amount of $5,000,000; and

(m) Liens in favor of a lessor leasing equipment to the
Company or any Subsidiary arising in connection with such lessor's
financing of the Company's or such Subsidiary's purchase/put of such
previously leased equipment at the end of the lease term or otherwise,
such Indebtedness not to exceed in the aggregate $10,000,000 during
the term of this Agreement and in compliance with the restrictions in
Section 8.2.2. (The Agent and the Lenders acknowledge that the lessor
may file protective Uniform Commercial Code financing statements in
connection with such transaction.)

SECTION 8.2.4. Financial Condition.

(a) Consolidated Net Worth. From August 31, 1994, the
Company will at all times keep and maintain a Consolidated Net Worth
of not less than $47,000,000; provided, that commencing November 1,
1995 and for each Fiscal Year thereafter, the amount of the Company's
Consolidated Net Worth shall be an amount not less than the sum of (i)
the Company's Consolidated Net Worth for the immediately prior Fiscal
Year required pursuant to this Section 8.2.4, plus (ii) an amount
equal to 60% of the Company's Consolidated Net Income (if positive)
for

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such prior Fiscal Year; provided, further, however, the Company's
Consolidated Net Worth shall be increased in each fiscal year by the
amount of proceeds (less reasonable and customary expenses) from
August 31, 1994 received by the Company from the public sale of any
original issue capital stock of the Company in such Fiscal Year.

(b) Funded Debt Ratio. The Company will not permit the
ratio of the sum of (i) Consolidated Funded Debt, plus (ii) Letter of
Credit Obligations (to the extent not included in Funded Debt) to the
sum of Net Income Available for Fixed Charges minus Rentals for the
four consecutive Fiscal Quarters determined as of the last day of the
Fiscal Quarter immediately preceding the date of determination
hereunder to be greater than 3.5 to 1.0.

(c) Fixed Charge Coverage Ratio. The Company will not
permit the ratio of the sum of Net Income Available for Fixed Charges
less Capital Expenditures to Fixed Charges to be less than 1.5:1 for
the immediately preceding four consecutive Fiscal Quarters (determined
as of the last day of the Fiscal Quarter immediately preceding the
date of determination hereunder).

(d) Leverage Ratio. The Company will not permit the
ratio of Consolidated Total Liabilities to Consolidated Net Worth to
exceed 3.0 to 1.0 at any time.

(e) Current Ratio. The Company will not permit the
Current Ratio to be less than 1.20:1.

SECTION 8.2.5. Investments. The Company will not, and will not
permit any of its Subsidiaries to, make, incur, assume or suffer to exist any
Investment in any other Person, except:

(a) Investments by the Company and its Subsidiaries in
and to Subsidiaries, including any Investment in a Person which, after
giving effect to such Investment, or within 180 days thereafter, will
become a Subsidiary; provided, however, if any such Person becomes a
Significant Subsidiary, then within 90 days thereafter, it shall
execute and deliver to the Agent (i) a Joinder Agreement (with
sufficient copies for each Lender) and (ii) documents of the type
referred to in Section 6.1.1;

(b) Investments in commercial paper, notes, bonds and
preferred stock issued by a corporation that, at the time of
acquisition of such securities by the Company or any Subsidiary, has
outstanding senior securities rated the equivalent of "A-2" or "P-2"
or better by Standard & Poor's, Xxxxx'x or another nationally
recognized credit rating agency

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of similar standing; provided, that the Company and any Subsidiary may
invest in obligations generally described in this subsection (b) of or
issued by any Lender;

(c) Investments in tax exempt obligations and taxable
municipal obligations which at the time of acquisition by the Company
or any Subsidiary are rated the equivalent of "A" or better by
Standard & Poor's, Xxxxx'x or another nationally recognized credit
rating agency of similar standing;

(d) Investments in direct obligations of the United
States of America, or any agency thereof, maturing in twelve months or
less from the date of acquisition thereof or any repurchase agreement
in respect of the foregoing issued by a member bank of the Federal
Reserve System whose long term debt securities are rated as described
in subsection (b) above;

(e) Investments in certificates of deposit maturing
within one year from the date of origin, issued by a bank or trust
company organized under the laws of the United States or any state
thereof, having capital, surplus and undivided profits aggregating at
least $50,000,000;

(f) (i) loans to officers or directors of the Company in
an aggregate amount not exceeding $5,000,000, or (ii) loans or
advances in the usual and ordinary course of business to officers,
directors and employees for expenses (including moving expenses
related to a transfer) incidental to carrying on the business of the
Company or any Subsidiary, or (iii) loans made directly by the Company
to, or guaranties of loans or advances made by financial institutions
to, officers, directors or employees of the Company or any Affiliate
secured by the capital stock of the Company and the proceeds of which
are used to purchase capital stock of the Company, or (iv) notes from
officers, directors or employees of the Company or any Affiliate
acquired after default by such employee, director or employee upon the
loans described in clause (iii) and previously guaranteed by the
Company in compliance with this subsection (f);

(g) accounts in the ordinary course of business of the
Company and its Subsidiaries;

(h) Investments made by the Company in connection with
the acquisition of an office complex which includes the Company's
headquarters; and

(i) other Investments (in addition to those permitted by
the foregoing provisions of this Section 8.2.5); provided, that the
aggregate amount of all such other Investments at any time owned by
the Company and its Subsidiaries shall not

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exceed an amount equal to 30% of Consolidated Net Worth.

In valuing any Investments for the purpose of applying the limitations
set forth in this Section 8.2.5, such Investments shall be taken at the
original cost thereof, without allowance for any subsequent writeoffs or
appreciation or depreciation therein, but less any amount repaid or recovered
on account of capital or principal.

For purposes of this Section 8.2.5, at any time when a corporation
becomes a Subsidiary, all Investments of such corporation at such time shall be
deemed to have been made by such corporation, as a Subsidiary, at such time.

SECTION 8.2.6. Restricted Payments, etc. On and at all times after
the Effective Date:

(a) the Company will not declare or pay any dividends,
either in cash or property, on any shares of its capital stock of any
class (except dividends or other distributions payable solely in
shares of common stock of the Company); and

(b) the Company will not directly or indirectly, or
through any Subsidiary, purchase, redeem or retire any shares of its
capital stock of any class or any warrants, rights or options to
purchase or acquire any shares of its capital stock except (i) the
redemption of stock prior to the date hereof in connection with the
Stock Redemption Agreement between Xxxxxxx Corporation and the
ServiceMaster Company Limited Partnership dated February 11, 1994,
(ii) the transfer of stock pursuant to the cancellation of the Common
Stock Purchase Agreement by and between Xxxxxxx Corporation and
International Business Machines Corporation dated May 4, 1992 at a
cost to the Company not in excess of $19.75 per share for 580,947
shares, and (iii) redemptions or purchases from Xxxxxxx Associates not
in excess of $2,500,000 in any Fiscal Year; and

(1) make any payment or prepayment of principal
of, or make any payment of interest on, any Subordinated Debt
on any day other than the stated, scheduled date for such
payment or prepayment set forth in the documents and
instruments memorializing such Subordinated Debt, or which
would violate the subordination provisions of such
Subordinated Debt; or

(2) redeem, purchase or defease, any Subordinated
Debt; and

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(d) the Company will not make any other payment or
distribution, either directly or indirectly or through any subsidiary,
in respect of its capital stock or Subordinated Debt;

(such declarations or payments of dividends, purchases, redemptions or
retirements of capital stock and warrants, rights, or options, and all such
other distributions being herein collectively called "Restricted Payments");
provided, that the Company may make Restricted Payments if after giving effect
to any such Restricted Payment (i) the aggregate amount (not including any
redemptions or purchases specifically permitted under clause (b) above) of such
Restricted Payments made since November 1, 1993, does not exceed 40% of the
Company's Consolidated Net Income for the period since November 1, 1993 and
(ii) no Default or Event of Default shall exist and be continuing at the time
of such Restricted Payment or after giving effect thereto. The Company will
not declare any dividend which constitutes a Restricted Payment payable more
than 60 days after the date of declaration thereof.

For the purposes of this Section, the amount of any Restricted Payment
declared, paid or distributed in property of the Company shall be deemed to be
the greater of the book value or fair market value (as determined in good faith
by the Board of Directors of the Company) of such property at the time of the
making of the Restricted Payment in question.

SECTION 8.2.7. Consolidation, Merger, etc. The Company will not,
and will not permit any of its Subsidiaries to, liquidate or dissolve,
consolidate with, or merge into or with, any other corporation, or purchase or
otherwise acquire all or substantially all of the stock or assets of any Person
(or of any division thereof) except

(a) any such Subsidiary may liquidate or dissolve
voluntarily into, and may merge with and into, the Company or any
other Subsidiary, and the assets or stock of any Subsidiary may be
purchased or otherwise acquired by the Company or any other
Subsidiary; and

(b) so long as no Default has occurred and is continuing
or would occur after giving effect thereto, the Company or any of its
Subsidiaries may purchase all or substantially all of the assets of
any Person, the stock of any Person, or acquire such Person by merger,
provided that (i) prior to making any Significant Acquisition (as
defined below), the Company shall have delivered to the Agent and the
Lenders the most recent audited financial statements of the target of
such Acquisition (or, if no such audited financial statements exist,
the most recent unaudited financial statements of such target prepared
in accordance with GAAP); (ii) prior to making any Significant

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Acquisition, the Company shall have provided to the Agent and the
Lenders pro forma financial statements of the Company and its
Subsidiaries giving effect to such Acquisition; (iii) at the time of
any Significant Acquisition, the Company shall have furnished to the
Agent and the Lenders a certificate of the chief financial officer of
the Company showing pro forma compliance with the covenants set forth
in Section 8.2.4 after giving effect to such Acquisition and stating
that after giving effect to such Acquisition, no Default shall have
occurred and be continuing; and (iv) without the consent of all the
Lenders, neither the Company nor any Subsidiary shall make any
Acquisition unless it has been consented to by the Board of Directors
of the Person that is the target thereof; and provided, further, that
within 90 days after the consummation of any Acquisition, if the
Person so acquired is a Significant Subsidiary, such Person shall
execute and deliver to the Agent (i) a Joinder Agreement (with
sufficient copies for each Lender) and (ii) documents of the type
referred to in Section 6.1.1. For purposes of this Section 8.2.7(b),
a "Significant Acquisition" means (x) in the case of a purchase of
assets or stock, an Acquisition in which the aggregate consideration
paid is in excess of $5,000,000 and (y) in the case of an Acquisition
by merger, an Acquisition in which the aggregate book value of the
assets of the target of such Acquisition exceeds $5,000,000.

SECTION 8.2.8. Asset Dispositions, etc. (a) The Company will not,
and will not permit any of its Subsidiaries to, sell, transfer, lease,
contribute or otherwise convey, or grant options, warrants or other rights with
respect to, all or any substantial part of its assets (including account
receivable and capital stock of Subsidiaries) to any Person, (i) unless such
sale, transfer, lease, contribution or conveyance is in the ordinary course of
its business; (ii) except for any sale or other disposition of assets no longer
used or useful in the conduct of its business; (iii) except for sales or other
dispositions of assets in arm's length transactions which sales or other
dispositions in any Fiscal Year do not involve assets recorded on the books of
the Company in excess of $5,000,000; and (iv) sales, transfers, leases,
contributions and conveyances between the Company and any Subsidiary or between
Subsidiaries.

(b) Notwithstanding the foregoing the Company may sell
Accounts of the Company or the Subsidiaries, or any undivided interest
or other interest therein, for cash in arm's-length transactions, at a
purchase price determined by the Company's Board of Directors in good
faith to be not less than the fair value of the Accounts or interest
in Accounts sold, which satisfy each of the following conditions:

(i) The purchaser shall have no recourse to the

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Company or its Subsidiaries arising out of uncollectibility of the
Accounts so sold; provided, that the foregoing provisions shall not
apply to, and the Company and/or Subsidiaries may provide the
purchaser of such Accounts or interest in Accounts with, warranties
and indemnifications as to the following matters:

(A) the due organization and qualification and
the corporate power of the Company and/or
Subsidiaries to sell such Accounts;

(B) the fact that the sale of such Accounts by
the Company and/or Subsidiaries has been duly
authorized, is valid and does not contravene any
other agreement;

(D) the title of the Company or the Subsidiaries,
as applicable;

(E) the due perfection and priority of the
purchaser's interest in such Accounts and related
collateral;

(F) the validity and enforceability of such
Accounts, free of defenses or claims;

(G) the absence of a current payment default with
respect to such Accounts;

(H) compliance with the provisions of the
purchase agreement governing the selection of the
Accounts to be sold;

(I) compliance of such Accounts with all
applicable laws; and

(J) other matters for which warranties and
indemnifications are customary in private
transactions of this type.

(ii) Neither the Company nor any Subsidiary
shall have any ongoing obligations to the purchaser under any
purchase agreement, other than obligations to sell Accounts
and obligations relating to (A) the collection of such
Accounts, remittance of collections and other administrative
functions, (B) ordinary rebates, refunds and adjustments, (C)
regular adjustments of the purchase

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price of such Accounts, or payments of fees, or both, to
reflect changes in the cost of financing of the Company and/or
Subsidiaries, (D) payment of customary commitment fees and
costs and expenses relating to the sale of such Accounts, (E)
payment of taxes (including penalties and interest thereon)
which may be asserted in respect of the sale of such Accounts
or the transactions which are the subject of such Accounts
(excluding taxes based on or measured by profits or income,
imposed by the federal government or the state (or political
subdivisions thereof) where the principal office of the
purchaser is located), together with the reasonable costs and
expenses of defending any claims in respect of any such taxes,
(F) protection of the purchaser's rights in respect of such
Accounts, and (G) other matters for which warranties and
indemnifications are customary in private transactions of this
type.

(iii) There shall be no hold back of any part of
the purchase price of the Accounts or interest in Accounts to
be sold under any purchase agreement in excess of the greater
of (A) 15% of the aggregate purchase price, (B) five times the
historical ratio of losses and liquidations with respect to
the Accounts (or the Accounts so sold or in which an interest
is sold) and (C) five times the largest aggregate unpaid
balance of Accounts owed by any one obligor and its
affiliates. If such purchase agreement permits a hold back,
such purchase agreement may permit the purchaser to charge a
hold back for matters with respect to which the Company and/or
Subsidiary may not provide warranties or indemnifications
pursuant to clause (i) above or have ongoing obligations
pursuant to clause (ii) above.

(iv) The selection of Accounts shall be either
on a random basis or on such other basis as shall result in a
selection of Accounts reasonably representative of the
Accounts in the pool from which they are selected.

(v) At the time of each such sale of Accounts,
no event shall have occurred and be continuing or would result
from such sale which constitutes a Default.

(vi) The Company and/or Subsidiary shall have
provided the Agent with twenty (20) Business Days' prior
written notice of its intent to enter a transaction described
in this Section 8.2.8(b).

(vii) The Agent shall have received an opinion of
counsel satisfactory to it (on which the Agent, Co-Agent and
the Lenders shall be entitled to rely) to the effect

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that such transaction constitutes a sale of such Accounts to
such purchaser by the Company and/or Subsidiaries and,
therefore, such would not be the property of the Company and/or
Subsidiaries in the event of a filing of an application for
relief by or against the Company and/or Subsidiaries under any
laws relating to bankruptcy or insolvency, or the purchaser of
such Account agrees that it shall not institute against, or
join any other Person in instituting against, the Company
and/or Subsidiaries any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding, or other
proceeding under any federal or state bankruptcy or similar
law, for one year and one day after the Commitment Termination
Date.

SECTION 8.2.9. Transactions with Affiliates. The Company will not,
and will not permit any of its Subsidiaries to, enter into, or cause, suffer or
permit to exist any arrangement or contract with any of its other Affiliates
unless such arrangement or contract is fair and equitable to the Company or
such Subsidiary and is an arrangement or contract of the kind which would be
entered into by a prudent Person in the position of the Company or such
Subsidiary with a Person which is not one of its Affiliates.

ARTICLE IX

EVENTS OF DEFAULT

SECTION 9.1. Listing of Events of Default. Each of the following
events or occurrences described in this Section 9.1 shall constitute an "Event
of Default".

SECTION 9.1.1. Non-Payment of Obligations. (a) The Company shall
default in the payment or prepayment when due of any principal of any Loan; or
(b) the Company shall default in the payment when due of any Reimbursement
Obligation, any interest on any Loan, any fee or any other Obligation (and such
default shall continue unremedied for a period of five days).

SECTION 9.1.2. Breach of Warranty. Any representation or warranty
of the Company or any other Obligor made or deemed to be made hereunder or in
any other Loan Document executed by it or any other writing or certificate
furnished by or on behalf of the Company or any other Obligor to the Agent or
any Lender for the purposes of or in connection with this Agreement or any such
other Loan Document (including any certificates delivered pursuant to Article
VI) is or shall be incorrect when made in any material respect.

SECTION 9.1.3. Non-Performance of Certain Covenants and Obligations.
The Company shall default in the due performance and

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observance of any of its obligations under Section 8.2.

SECTION 9.1.4. Non-Performance of Other Covenants and Obligations.
The Company shall default in the due performance and observance of any other
agreement contained herein or in any other Loan Document executed by it, and
such default shall continue unremedied for a period of 30 days after notice
thereof shall have been given to the Company by the Agent or any Lender.

SECTION 9.1.5. Default on Other Indebtedness. A default shall occur
in the payment when due (subject to any applicable grace period), whether by
acceleration or otherwise, of any Indebtedness (other than Indebtedness
described in Section 9.1.1) of the Company or any of its Subsidiaries having a
principal amount, individually or in the aggregate, in excess of $1,000,000, or
a default shall occur in the performance or observance of any obligation or
condition with respect to such Indebtedness if the effect of such default is to
accelerate the maturity of any such Indebtedness or such default shall continue
unremedied for any applicable period of time sufficient to permit the holder or
holders of such Indebtedness, or any trustee or agent for such holders, to
cause such Indebtedness to become due and payable prior to its expressed
maturity.

SECTION 9.1.6. Judgments. Any judgment or order for the payment of
money in excess of $500,000 shall be rendered against the Company or any of its
Subsidiaries and either

(a) enforcement proceedings shall have been commenced by
any creditor upon such judgment or order; or

(b) there shall be any period of 30 consecutive days
during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect.

SECTION 9.1.7. Pension Plans. Any of the following events shall
occur with respect to any Pension Plan:

(a) the institution of any steps by the Company, any
member of its Controlled Group or any other Person to terminate a
Pension Plan if, as a result of such termination, the Company or any
such member could be required to make a contribution to such Pension
Plan, or could reasonably expect to incur a liability or obligation to
such Pension Plan, in excess of $5,000,000; or

(b) a contribution failure occurs with respect to any
Pension Plan sufficient to give rise to a Lien under Section 302(f) of
ERISA.

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SECTION 9.1.8. Control of the Company. Any Change in Control shall
occur.

SECTION 9.1.9. Bankruptcy, Insolvency, etc. The Company or any of
its Significant Subsidiaries shall

(a) become insolvent or generally fail to pay, or admit
in writing its inability or unwillingness to pay, debts as they become
due;

(b) apply for, consent to, or acquiesce in, the
appointment of a trustee, receiver, sequestrator or other custodian
for the Company or any of its Significant Subsidiaries or any other
Obligor or any property of any thereof, or make a general assignment
for the benefit of creditors;

(c) in the absence of such application, consent or
acquiescence, permit or suffer to exist the appointment of a trustee,
receiver, sequestrator or other custodian for the Company or any of
its Subsidiaries or for a substantial part of the property of any
thereof, and such trustee, receiver, sequestrator or other custodian
shall not be discharged within 30 days, provided that the Company and
each Significant Subsidiary hereby expressly authorizes the Agent and
each Lender to appear in any court conducting any relevant proceeding
during such 30-day period to preserve, protect and defend their rights
under the Loan Documents;

(d) permit or suffer to exist the commencement of any
bankruptcy, reorganization, debt arrangement or other case or
proceeding under any bankruptcy or insolvency law, or any dissolution,
winding up or liquidation proceeding, in respect of the Company or any
of its Significant Subsidiaries, and, if any such case or proceeding
is not commenced by the Company or such Subsidiary, such case or
proceeding shall be consented to or acquiesced in by the Company or
such Significant Subsidiary or shall result in the entry of an order
for relief or shall remain for 60 days undismissed, provided that the
Company and each Significant Subsidiary hereby expressly authorizes
the Agent and each Lender to appear in any court conducting any such
case or proceeding during such 60-day period to preserve, protect and
defend their rights under the Loan Documents; or

(e) take any corporate action authorizing, or in
furtherance of, any of the foregoing.

SECTION 9.1.10. Impairment of Security, etc. (a) Any Loan Document
shall (except in accordance with its terms), in whole or in part, terminate,
cease to be effective or cease to be the legally valid, binding and enforceable
obligation of any Obligor

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party thereto; or (b) the Company, any other Obligor or any other party shall,
directly or indirectly, contest in any manner such effectiveness, validity,
binding nature or enforceability.

SECTION 9.2. Action if Bankruptcy. If any Event of Default
described in clause (a), (b), (c) or (d) of Section 9.1.9 shall occur with
respect to the Company, the Commitments (if not theretofore terminated) shall
automatically terminate and the outstanding principal amount of all outstanding
Loans and all other Obligations shall automatically be and become immediately
due and payable, without notice or demand.

SECTION 9.3. Action if Other Event of Default. If any Event of
Default (other than any Event of Default described in clause (a), (b), (c) or
(d) of Section 9.1.9 with respect to the Company) shall occur for any reason,
whether voluntary or involuntary, and be continuing, the Agent, upon the
direction of the Majority Lenders, shall (a) by notice to the Company declare
all or any portion of the outstanding principal amount of the Loans, the
Reimbursement Obligations and other Obligations to be due and payable and/or
the Commitments (if not theretofore terminated) to be terminated, whereupon the
full unpaid amount of such Loans, the Reimbursement Obligations and other
Obligations which shall be so declared due and payable shall be and become
immediately due and payable, without further notice, demand or presentment,
and/or, as the case may be, the Commitments shall terminate, and (b) (i) by
notice to the beneficiaries of outstanding Letters of Credit, accelerate the
Drawings under such Letters of Credit and/or (ii) by notice to the Company
require the Company to deposit with the Agent into a collateral account an
amount equal to the aggregate undrawn face amount of outstanding Letters of
Credit.

ARTICLE X

THE AGENT

SECTION 10.1. Appointment and Authorization. (a) Each Lender
hereby irrevocably (subject to Section 10.9) appoints the Agent and the
Co-Agent and designates and authorizes the Agent to take such action on its
behalf under the provisions of this Agreement and each other Loan Document and
to exercise such powers and perform such duties as are expressly delegated to
it by the terms of this Agreement or any other Loan Document, together with
such powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary contained elsewhere in this Agreement or in any other
Loan Document, the Agent shall not have any duties or responsibilities, except
those expressly set forth herein, nor shall the Agent have or be deemed to have
any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read

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

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

SECTION 10.2. Delegation of Duties. The Agent may execute any of
its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Agent shall not
be responsible for the negligence or misconduct of any agent or attorney
in-fact that it selects with reasonable care.

SECTION 10.3. Liability of Agent. None of the Agent-Related
Persons shall (i) be liable to any Lender for any action taken or omitted to be
taken by any of them under or in connection with this Agreement or any other
Loan Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct), or (ii) be responsible in any manner to any
of the Lenders for any recital, statement, representation or warranty made by
any of the Company or any Subsidiary or Affiliate of the Company, or any officer
thereof, contained in this Agreement or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document, or for any failure
of the Company or any other party to any Loan Document other than the Agent to
perform its obligations hereunder or thereunder. No Agent-Related Person shall
be under

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any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of the Company or any of the Company's Subsidiaries or Affiliates.

SECTION 10.4. Reliance by Agent. The Agent shall be entitled to
rely, and shall be fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, telegram, facsimile, telex,
written statement or other document believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person or Persons, and upon
advice and statements of legal counsel (including counsel to the Company),
independent accountants and other experts selected by the Agent. The Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document not expressly delegated to the Agent under
a Loan Document unless it shall first receive such advice or concurrence of the
Majority Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement or any other Loan
Document in accordance with a request or consent of the Majority Lenders and
such request and any action taken or failure to act pursuant thereto shall be
binding upon all of the Lenders.

SECTION 10.5. Notice of Default. The Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Agent for the account of the Lenders, unless the
Agent shall have received written notice from a Lender or the Company referring
to this Agreement, describing such Default or Event of Default and stating that
such notice is a "notice of default". The Agent will notify the Lenders of its
receipt of any such notice. The Agent shall take such action with respect to
such Default or Event of Default as may be requested by the Majority Lenders in
accordance with Article IX; provided, however, that unless and until the Agent
has received any such request, the Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable or in the best interest
of the Lenders.

SECTION 10.6. Credit Decision. Each Lender acknowledges that none
of the Agent-Related Persons has made any representation or warranty to it, and
that no act by the Agent hereafter taken, including any review of the affairs
of the Company and its Subsidiaries, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender. Each
Lender

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represents to the Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Company and its Subsidiaries, and all applicable bank
regulatory laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to the Company
hereunder. Each Lender also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Company.
Except for notices, reports and other documents expressly herein required to be
furnished to the Lenders by the Agent, the Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of the Company which may come into the possession
of any of the Agent-Related Persons.

SECTION 10.7. Indemnification. Whether or not the transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand
the Agent-Related Persons (to the extent not reimbursed by or on behalf of the
Company and without limiting the obligation of the Company to do so), pro rata,
from and against any and all Indemnified Liabilities; provided, however, that
no Lender shall be liable for the payment to the Agent-Related Persons of any
portion of such Indemnified Liabilities (as defined in Section 11.4) resulting
from such Person's gross negligence or willful misconduct. Without limitation
of the foregoing, each Lender shall reimburse the Agent upon demand for its
ratable share of any costs or out-of-pocket expenses (including Attorney Costs)
incurred by the Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that the
Agent is not reimbursed for such expenses by or on behalf of the Company. The
undertaking in this Section shall survive the payment of all Obligations
hereunder and the resignation or replacement of the Agent.

SECTION 10.8. Agent in Individual Capacity. BofA and SunTrust
Bank, Atlanta, and their respective Lender Affiliates may make loans to, issue
letters of credit for the account of, accept

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deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with the
Company and its Subsidiaries and Affiliates as though BofA were not the Agent
and SunTrust Bank, Atlanta, were not the Co-Agent hereunder and without notice
to or consent (except as otherwise required hereby) of the Lenders. The
Lenders acknowledge that, pursuant to such activities, BofA and SunTrust Bank,
Atlanta or their respective Lender Affiliates may receive information regarding
the Company or its Affiliates (including information that may be subject to
confidentiality obligations in favor of the Company or such Subsidiary) and
acknowledge that the Agent shall be under no obligation to provide such
information to them. With respect to its Loans, BAI shall have the same rights
and powers under this Agreement as any other Lender and may exercise the same
as though BofA were not the Agent, and the terms "Lender" and "Lenders" include
BAI in its individual capacity.

SECTION 10.9. Successor Agent. The Agent may, and at the request
of the Majority Lenders shall, resign as Agent upon 30 days' prior written
notice to the Lenders and the Company. If the Agent resigns under this
Agreement, the Majority Lenders shall appoint from among the Lenders a
successor agent for the Lenders which successor agent shall be approved by the
Company. If no successor agent is appointed prior to the effective date of the
resignation of the Agent, the Agent may appoint, after consulting with the
Lenders and the Company, a successor agent from among the Lenders. Upon the
acceptance of its appointment as successor agent hereunder, such successor
agent shall succeed to all the rights, powers and duties of the retiring Agent
and the term "Agent" shall mean such successor agent and the retiring Agent's
appointment, powers and duties as Agent shall be terminated. After any
retiring Agent's resignation hereunder as Agent, the provisions of this Article
X and Sections 11.3 and 11.4 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent under this Agreement. If no
successor agent has accepted appointment as Agent by the date which is 30 days
following a retiring Agent's notice of resignation, the retiring Agent's
resignation shall nevertheless thereupon become effective and the Lenders shall
perform all of the duties of the Agent hereunder until such time, if any, as
the Majority Lenders appoint a successor agent as provided for above.
Notwithstanding the foregoing, however, BofA may not be removed as the Agent at
the request of the Majority Lenders, if BofA or any of its Lender Affiliates is
an Issuer, unless BofA or any Lender Affiliate of BofA acting as Issuer shall
also be simultaneously replaced as Issuer, pursuant to documentation in form
and substance reasonably satisfactory to BofA and any such Lender Affiliate.

SECTION 10.10. Withholding Tax. (a) If any Lender is a Foreign
Lender and such Lender claims exemption from, or a reduction of, U.S.
withholding tax under Section 1441 or 1442 of

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the Code, such Lender agrees with and in favor of the Agent and the Company, to
deliver to the Agent and the Company:

(i) if such Lender claims an exemption from, or a
reduction of, withholding tax under a United States tax treaty,
properly completed IRS Form 1001 before the payment of any interest in
the first calendar year and before the payment of any interest in each
third succeeding calendar year during which interest may be paid under
this Agreement;

(ii) if such Lender claims that interest paid under this
Agreement is exempt from United States withholding tax because it is
effectively connected with a United States trade or business of such
Lender, two properly completed and executed copies of IRS Form 4224
before the payment of any interest is due in the first taxable year of
such Lender and in each succeeding taxable year of such Lender during
which interest may be paid under this Agreement; and

(iii) such other form or forms as may be required under the
Code or other laws of the United States as a condition to exemption
from, or reduction of, United States withholding tax.

Such Lender agrees to promptly notify the Agent and the Company of any change
in circumstances which would modify or render invalid any claimed exemption or
reduction.

(b) If any Lender claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form
1001 and such Lender sells, assigns, grants a participation in, or
otherwise transfers all or part of the Obligations of the Company to
such Lender, such Lender agrees to notify the Agent of the percentage
amount in which it is no longer the beneficial owner of Obligations of
the Company to such Lender. To the extent of such percentage amount,
the Agent will treat such Lender's IRS Form 1001 as no longer valid.

(c) If any Lender claiming exemption from United States
withholding tax by filing IRS Form 4224 with the Agent sells, assigns,
grants a participation in, or otherwise transfers all or part of the
Obligations of the Company to such Lender, such Lender agrees to
undertake sole responsibility for complying with the withholding tax
requirements imposed by Sections 1441 and 1442 of the Code.

(d) If any Lender is entitled to a reduction in the
applicable withholding tax, the Agent may withhold from any interest
payment to such Lender an amount equivalent to the applicable
withholding tax after taking into account such

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reduction. If the forms or other documentation required by subsection
(a) of this Section are not delivered to the Agent, then the Company
and the Agent may withhold from any interest payment to such Lender
not providing such forms or other documentation an amount equivalent
to the applicable withholding tax.

(e) If the IRS or any other governmental authority of the
United States or other jurisdiction asserts a claim that the Agent did
not properly withhold tax from amounts paid to or for the account of
any Foreign Lender (because the appropriate form was not delivered,
was not properly executed, or because such Lender failed to notify the
Agent of a change in circumstances which rendered the exemption from,
or reduction of, withholding tax ineffective, or for any other reason)
such Lender shall indemnify the Company and the Agent fully for all
amounts paid, directly or indirectly, by the Agent or the Company as
tax or otherwise, including penalties and interest, and including any
taxes imposed by any jurisdiction on the amounts payable to the Agent
or the Company under this Section, together with all costs and
expenses (including Attorney Costs). The obligation of the Lenders
under this subsection shall survive the payment of all Obligations and
the resignation or replacement of the Agent. Nothing in this Section
10.10 shall require the Company to pay any additional interest as a
result of any withholding requirement.

SECTION 10.11. Co-Agent. The Co-Agent shall have no
responsibilities, duties or obligations under this Agreement or any other Loan
Document except in its capacity as a Lender or an Issuer.

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.1. Waivers, Amendments, etc. The provisions of this
Agreement and of each other Loan Document may from time to time be amended,
modified or waived, if such amendment, modification or waiver is in writing and
consented to by the Company and the Majority Lenders; provided, however, that
no such amendment, modification or waiver which would:

(a) modify any requirement hereunder that any particular
action be taken by all the Lenders or by the Majority Lenders shall be
effective unless consented to by each Lender;

(b) modify this Section 11.1, change the definition of
"Majority Lenders", increase any Commitment Amount or the

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Percentage of any Lender, reduce any fees described in Article III, or
extend any Commitment Termination Date shall be made without the
consent of each Lender and each holder of a Note;

(c) extend the due date for, or reduce the amount of, any
scheduled repayment or prepayment of principal of or interest on any
Loan (or reduce the principal amount of or rate of interest on any
Loan) shall be made without the consent of the holder of the Note
evidencing such Loan;

(d) release the Guaranty shall be effective without the
consent of each Lender and each holder of a Note;

(e) affect adversely the interests, rights or obligations
of the Issuer qua the Issuer shall be made without the consent of the
Issuer; or

(f) affect adversely the interests, rights or obligations
of the Agent qua the Agent shall be made without consent of the Agent.

No failure or delay on the part of the Agent or the Co-Agent, any Lender or the
holder of any Note in exercising any power or right under this Agreement or any
other Loan Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or
demand on the Company in any case shall entitle it to any notice or demand in
similar or other circumstances. No waiver or approval by the Agent or the
Co-Agent, any Lender or the holder of any Note under this Agreement or any
other Loan Document shall, except as may be otherwise stated in such waiver or
approval, be applicable to subsequent transactions. No waiver or approval
hereunder shall require any similar or dissimilar waiver or approval thereafter
to be granted hereunder.

SECTION 11.2. Notices. All notices and other communications
provided to any party hereto under this Agreement or any other Loan Document
shall be in writing or by facsimile and addressed, delivered or transmitted to
such party at its address or facsimile number as follows:

The Company: Xxxxxxx Corporation
0000 Xxxxxxxx Xxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Madison X. Xxxx, Xx.

The Lenders: Their respective addresses set forth
in Schedule II

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The Agent: All Notices Pursuant to Articles II,
III, IV and V:

Bank of America National Trust
and Savings Association
0000 Xxxxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Agency Administrative
Services #5596

All Other Notices:

Bank of America National Trust
and Savings Association
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. XxXxxxxx

or as set forth in the Lender Assignment Agreement or at such other address or
facsimile number as may be designated by such party in a notice to the other
parties. All such notices and other communications shall, (a) if mailed and
properly addressed with postage prepaid, be deemed received 72 hours after such
communication is deposited in the mails, (b) if properly addressed and sent by
courier service for overnight deliver, be deemed received one Business Day
after delivery to the courier service for overnight delivery, and (c) if
properly addressed and transmitted by facsimile, be deemed given when
transmitted.

SECTION 11.3. Costs and Expenses. The Company shall:

(a) whether or not the transactions contemplated hereby
are consummated, pay or reimburse BofA (including in its capacity as
Agent) within 30 Business Days after demand for all costs and expenses
incurred by BofA (including in its capacity as Agent) in connection
with the development, preparation, delivery, administration and
execution of, and any amendment, supplement, waiver or modification to
(in each case, whether or not consummated), this Agreement, any Loan
Document and any other documents prepared in connection herewith or
therewith, and the consummation of the transactions contemplated
hereby and thereby, including reasonable Attorney Costs incurred by
BofA (including in its capacity as Agent) with respect thereto; and

(b) pay or reimburse the Agent and each Lender within 30
Business Days after demand for all costs and expenses (including
Attorney Costs) incurred by them in connection with

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the enforcement of any rights or remedies under this Agreement or any
other Loan Document during the existence of an Event of Default or
after acceleration of the Loans (including in connection with any
"workout" or restructuring regarding the Loans, and including in any
insolvency proceeding or appellate proceeding).

SECTION 11.4. Indemnity. Whether or not the transactions
contemplated hereby are consummated, the Company shall indemnify and hold the
Agent-Related Persons, and each Lender and each of its respective officers,
directors, employees, counsel, agents and attorneys-in-fact (each, an
"Indemnified Person") harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
charges, expenses and disbursements (including Attorney Costs) of any kind or
nature whatsoever which may at any time (including at any time following
repayment of the Loans and the termination, resignation or replacement of the
Agent or replacement of any Lender) be imposed on, incurred by or asserted
against any such Person in any way relating to or arising out of this Agreement
or any document contemplated by or referred to herein, or the transactions
contemplated hereby, or any action taken or omitted by any such Person under or
in connection with any of the foregoing, including with respect to any
investigation, litigation or proceeding (including any Insolvency Proceeding or
appellate proceeding) related to or arising out of this Agreement or the Loans
or the use of the proceeds thereof, whether or not any Indemnified Person is a
party thereto (all the foregoing, collectively, the "Indemnified Liabilities");
provided, that the Company shall have no obligation hereunder to any
Indemnified Person with respect to Indemnified Liabilities resulting from the
gross negligence or willful misconduct of such Indemnified Person. The
agreements in this Section shall survive payment of all other Obligations.

SECTION 11.5. Survival. The obligations of the Company under
Sections 4.5, 5.3, 5.4, 5.5, 5.6, 11.3 and 11.4, and the obligations of the
Lenders under Section 10.7, shall in each case survive any termination of this
Agreement, the payment in full of all Obligations and the termination of all
Commitments. The representations and warranties made by each Obligor in this
Agreement and in each other Loan Document shall survive the execution and
delivery of this Agreement and each such other Loan Document.

SECTION 11.6. Severability. Any provision of this Agreement or any
other Loan Document which is prohibited or unenforceable in any jurisdiction
shall, as to such provision and such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.

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SECTION 11.7. Headings. The various headings of this Agreement and
of each other Loan Document are inserted for convenience only and shall not
affect the meaning or interpretation of this Agreement or such other Loan
Document or any provisions hereof or thereof.

SECTION 11.8. Execution in Counterparts. This Agreement may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement.

SECTION 11.9. Governing Law; Entire Agreement. THIS AGREEMENT, THE
NOTES AND EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS. This
Agreement, the Notes and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter
hereof and supersede any prior agreements, written or oral, with respect
thereto.

SECTION 11.10. Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that:

(a) the Company may not assign or transfer its rights or
obligations hereunder without the prior written consent of the Agent
and all Lenders; and

(b) the rights of sale, assignment and transfer of the
Lenders are subject to Section 11.11.

SECTION 11.11. Sale and Transfer of Loans and Notes; Participations
in Loans and Notes. Each Lender may assign, or sell participations in, its
Loans and Commitments to one or more other Persons in accordance with this
Section 11.11.

SECTION 11.11.1. Assignments. Any Lender,

(a) with the written consents of the Company and the
Agent (which consents shall not be unreasonably delayed or withheld
and which consent, in the case of the Company, shall be deemed to have
been given in the absence of a written notice delivered by the Company
to the Agent, on or before the fifth Business Day after receipt by the
Company of such Lender's request for consent, stating, in reasonable
detail, the reasons why the Company proposes to withhold such consent)
may at any time assign and delegate to one or more commercial banks or
other financial institutions, and

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(b) with notice to the Company and the Agent, but without
the consent of the Company or the Agent, may assign and delegate to
any of its Lender Affiliates

(each Person described in either of the foregoing clauses as being the Person to
whom such assignment and delegation is to be made, being hereinafter referred to
as an "Assignee Lender"), all or any fraction of such Lender's total Loans,
participation interests in Letters of Credit and Commitments (which assignment
and delegation shall be of a constant, and not a varying, percentage of all the
assigning Lender's Loans, participation interests in Letters of Credit and
Commitments) in a minimum aggregate amount of $10,000,000; provided, however,
that any such Assignee Lender will comply, if applicable, with the provisions
contained in the last sentence of Section 5.6 and further, provided, however,
that, the Company, the Agent and the Co-Agent shall be entitled to continue to
deal solely and directly with such Lender in connection with the interests so
assigned and delegated to an Assignee Lender until

(c) written notice of such assignment and delegation,
together with payment instructions, addresses and related information
with respect to such Assignee Lender, shall have been given to the
Company and the Agent by such Lender and such Assignee Lender,

(d) such Assignee Lender shall have executed and
delivered to the Company and the Agent a Lender Assignment Agreement,
accepted by the Agent, and

(e) the processing fees described below shall have been
paid.

From and after the date that the Agent accepts such Lender Assignment Agreement,
(x) the Assignee Lender thereunder shall be deemed automatically to have become
a party hereto and to the extent that rights and obligations hereunder have been
assigned and delegated to such Assignee Lender in connection with such Lender
Assignment Agreement, shall have the rights and obligations of a Lender
hereunder and under the other Loan Documents, and (y) the assignor Lender, to
the extent that rights and obligations hereunder have been assigned and
delegated by it in connection with such Lender Assignment Agreement, shall be
released from its obligations hereunder and under the other Loan Documents.
Within five Business Days after its receipt of notice that the Agent has
received an executed Lender Assignment Agreement, the Company shall execute and
deliver to the Agent (for delivery to the relevant Assignee Lender) new Notes
evidencing such Assignee Lender's assigned Loans and Commitments and, if the
assignor Lender has retained Loans and Commitments hereunder, a replacement
Committed Loan Note in the principal amount of the Commitment retained by the
assignor Lender hereunder (such Committed Loan Note to be in

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exchange for, but not in payment of, the Committed Loan Note then held by such
assignor Lender). Such Committed Loan Note shall be dated the date of the
predecessor Committed Loan Note. The assignor Lender shall xxxx the predecessor
Committed Loan Note exchanged and deliver it to the Company. Accrued interest on
that part of the Loans transferred to the Assignee Lender, and accrued fees,
shall be paid as provided in the Lender Assignment Agreement. Accrued interest
on that part of the Loans, if any, retained by the assignor Lender shall be paid
to the assignor Lender. Accrued interest and accrued fees shall be paid at the
same time or times provided in the predecessor Notes and in this Agreement. Such
assignor Lender or such Assignee Lender must also pay a processing fee to the
Agent upon delivery of any Lender Assignment Agreement in the amount of $5,000.
Any attempted assignment and delegation not made in accordance with this Section
11.11.1 shall be null and void.

SECTION 11.11.2. Participations. Any Lender may at any time sell to
one or more commercial banks or other Persons (each of such commercial banks
and other Persons being herein called a "Participant") participating interests
(or a sub-participating interest, in the case of a Lender's participating
interest in a Letter of Credit) in any of the Loans, Commitments, or other
interests of such Lender hereunder; provided, however, that

(a) no participation or sub-participation contemplated in
this Section 11.11 shall relieve such Lender from its Commitments or
its other obligations hereunder or under any other Loan Document.

(b) such Lender shall remain solely responsible for the
performance of its Commitments and such other obligations,

(c) the Company and the Agent and the Co-Agent shall
continue to deal solely and directly with such Lender in connection
with such Lender's rights and obligations under this Agreement and
each of the other Loan Documents,

(d) no Participant, unless such Participant is a Lender
Affiliate of such Lender, or is itself a Lender, shall be entitled to
require such Lender to take or refrain from taking any action hereunder
or under any other Loan Document, except that such Lender may agree
with any Participant that such Lender will not, without such
Participant's consent, take any actions of the type described in clause
(b) or (c) of Section 11.1, and

(e) the Company shall not be required to pay any amount
under Section 5.6 that is greater than the amount which it would have
been required to pay had no participating interest been sold.

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The Company acknowledges and agrees that each Participant, for purposes of
Sections 5.3, 5.4, 5.5, 5.7, 5.8, 11.3 and 11.4, shall be considered a Lender;
provided, however, the Company shall have no greater obligation to make
payments to any such Participant under any such Section than it would have had
to have made to the Lender from which the Participant had purchased the
participation.

SECTION 11.12. Other Transactions.Nothing contained herein shall
preclude the Agent or any other Lender from engaging in any transaction, in
addition to those contemplated by this Agreement or any other Loan Document,
with the Company or any of its Affiliates in which the Company or such
Affiliate is not restricted hereby from engaging with any other Person.

SECTION 11.13. Forum Selection and Consent to Jurisdiction. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE
LENDERS OR THE COMPANY MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE
OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS.THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION.THE COMPANY FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS.THE
COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF
VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY
CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT XXXXX.XX THE
EXTENT THAT THE COMPANY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE COMPANY HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

XXXXXXX CORPORATION

By /s/ Madison X. Xxxx, Xx.
------------------------------------------
Title: Vice President & Treasurer

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent

By /s/ Xxxxxxx X. XxXxxxxx
------------------------------------------
Title: Vice President

SUNTRUST BANK, ATLANTA, as Co-Agent

By /s/ Xxxxx X. XxxXxxxxx
------------------------------------------
Title: Assistant Vice President

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The Lenders:

Percentage:

45% BANK OF AMERICA ILLINOIS

By /s/ Xxxxxxx X. XxXxxxxx
------------------------------------------
Title: Vice President

27.5% SUNTRUST BANK, ATLANTA

By /s/ Xxxxx X. XxxXxxxxx
------------------------------------------
Title: Assistant Vice President

27.5% FIRST UNION NATIONAL BANK OF
GEORGIA

By /s/ Xxxxx X. Xxxx
------------------------------------------
Title: Vice President

S-2

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EXHIBIT 10.32 U.S $95,000,000 AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 21, 1996

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