KEANE INC
EXHIBIT 10.12
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>4
<FILENAME>a2106006zex-10_12.txt
<DESCRIPTION>EXHIBIT 10.12
<TEXT>
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                                                           Exhibit 10.12

                           REVOLVING CREDIT AGREEMENT


                          dated as of February 28, 2003


                                      among


                                   KEANE, INC.


                     THE LENDERS LISTED ON SCHEDULE 1 HERETO


                                       and


                               FLEET NATIONAL BANK


                                      with


       KEY CORPORATE CAPITAL INC. having acted as Documentation Agent, and


                  FLEET NATIONAL BANK having acted as Arranger

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                                TABLE OF CONTENTS

<Table>
<S>                                                                                       <C>
1.   DEFINITIONS AND RULES OF INTERPRETATION...............................................1
         1.1.   DEFINITIONS................................................................1
         1.2.   RULES OF INTERPRETATION...................................................17

2.   THE REVOLVING CREDIT FACILITY........................................................18
         2.1.   COMMITMENT TO LEND........................................................18
         2.2.   COMMITMENT FEE............................................................19
         2.3.   REDUCTION OF TOTAL COMMITMENT.............................................19
         2.4.   THE REVOLVING CREDIT NOTES................................................19
         2.5.   INTEREST ON REVOLVING CREDIT LOANS........................................20
         2.6.   REQUESTS FOR REVOLVING CREDIT LOANS.......................................20
         2.7.   CONVERSION OPTIONS........................................................21
                  2.7.1.   CONVERSION TO DIFFERENT TYPE OF REVOLVING CREDIT LOAN..........21
                  2.7.2.   CONTINUATION OF TYPE OF REVOLVING CREDIT LOAN..................21
                  2.7.3.   EURODOLLAR RATE LOANS..........................................21
         2.8.   FUNDS FOR REVOLVING CREDIT LOAN...........................................22
                  2.8.1.   FUNDING PROCEDURES.............................................22
                  2.8.2.   ADVANCES BY ADMINISTRATIVE AGENT...............................22

3.   REPAYMENT OF THE REVOLVING CREDIT LOANS..............................................23
         3.1.   MATURITY..................................................................23
         3.2.   MANDATORY REPAYMENTS......................................................23
                  3.2.1.   GENERAL........................................................23
                  3.2.2.   PROCEEDS OF CERTAIN EVENTS.....................................23
         3.3.   OPTIONAL REPAYMENTS OF REVOLVING CREDIT LOANS.............................24

4.   LETTERS OF CREDIT....................................................................24
         4.1.   LETTER OF CREDIT COMMITMENTS..............................................24
                  4.1.1.   COMMITMENT TO ISSUE LETTERS OF CREDIT..........................24
                  4.1.2.   LETTER OF CREDIT APPLICATIONS..................................25
                  4.1.3.   TERMS OF LETTERS OF CREDIT.....................................25
                  4.1.4.   REIMBURSEMENT OBLIGATIONS OF LENDERS...........................25
                  4.1.5.   PARTICIPATIONS OF LENDERS......................................25
         4.2.   REIMBURSEMENT OBLIGATION OF THE BORROWER..................................25
         4.3.   LETTER OF CREDIT PAYMENTS.................................................26
         4.4.   OBLIGATIONS ABSOLUTE......................................................27
         4.5.   RELIANCE BY ISSUER........................................................27
         4.6.   LETTER OF CREDIT FEE......................................................27

5.   CERTAIN GENERAL PROVISIONS...........................................................28
         5.1.   CLOSING FEES..............................................................28
         5.2.   ADMINISTRATIVE AGENT'S FEE................................................28
         5.3.   FUNDS FOR PAYMENTS........................................................28
                  5.3.1.   PAYMENTS TO ADMINISTRATIVE AGENT...............................28
</Table>

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<Table>
<S>                                                                                       <C>
                  5.3.2.   NO OFFSET, ETC.................................................28
                  5.3.3.   NON U.S. LENDERS...............................................29
         5.4.   COMPUTATIONS..............................................................30
         5.5.   INABILITY TO DETERMINE EURODOLLAR RATE....................................30
         5.6.   ILLEGALITY................................................................31
         5.7.   ADDITIONAL COSTS, ETC.....................................................31
         5.8.   CAPITAL ADEQUACY..........................................................32
         5.9.   CERTIFICATE...............................................................33
         5.10.  INDEMNITY.................................................................33
         5.11.  INTEREST AFTER DEFAULT....................................................34
                  5.11.1.  OVERDUE AMOUNTS................................................34
                  5.11.2.  AMOUNTS NOT OVERDUE............................................34
         5.12.  REPLACEMENT OF LENDERS....................................................34

6.   GUARANTEES...........................................................................35
         6.1.   GUARANTEES OF SUBSIDIARIES................................................35

7.   REPRESENTATIONS AND WARRANTIES.......................................................35
         7.1.   CORPORATE AUTHORITY.......................................................35
                  7.1.1.   INCORPORATION; GOOD STANDING...................................35
                  7.1.2.   AUTHORIZATION..................................................35
                  7.1.3.   ENFORCEABILITY.................................................36
         7.2.   GOVERNMENTAL APPROVALS....................................................36
         7.3.   TITLE TO PROPERTIES; LEASES...............................................36
         7.4.   FINANCIAL STATEMENTS, PROJECTIONS AND SOLVENCY............................36
                  7.4.1.   FISCAL YEAR....................................................36
                  7.4.2.   FINANCIAL STATEMENTS...........................................36
                  7.4.3.   PROJECTIONS....................................................37
                  7.4.4.   SOLVENCY.......................................................37
         7.5.   NO MATERIAL ADVERSE CHANGES, ETC..........................................37
         7.6.   FRANCHISES, PATENTS, COPYRIGHTS, ETC......................................37
         7.7.   LITIGATION................................................................37
         7.8.   NO MATERIALLY ADVERSE CONTRACTS, ETC......................................38
         7.9.   COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC..............................38
         7.10.  TAX STATUS................................................................38
         7.11.  NO EVENT OF DEFAULT.......................................................38
         7.12.  HOLDING COMPANY AND INVESTMENT COMPANY ACTS...............................38
         7.13.  ABSENCE OF FINANCING STATEMENTS, ETC......................................38
         7.14.  INSURANCE.................................................................39
         7.15.  CERTAIN TRANSACTIONS......................................................39
         7.16.  EMPLOYEE BENEFIT PLANS....................................................39
                  7.16.1.  IN GENERAL.....................................................39
                  7.16.2.  TERMINABILITY OF WELFARE PLANS.................................39
                  7.16.3.  GUARANTEED PENSION PLANS.......................................39
                  7.16.4.  MULTIEMPLOYER PLANS............................................40
         7.17.  USE OF PROCEEDS...........................................................40
                  7.17.1.  GENERAL........................................................40
</Table>

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                                      -iii-

<Table>
<S>                                                                                       <C>
                  7.17.2.  REGULATIONS U AND X............................................40
                  7.17.3.  INELIGIBLE SECURITIES..........................................40
         7.18.  ENVIRONMENTAL COMPLIANCE..................................................41
         7.19.  SUBSIDIARIES, ETC.........................................................42
         7.20.  DISCLOSURE................................................................42

8.   AFFIRMATIVE COVENANTS................................................................43
         8.1.   PUNCTUAL PAYMENT..........................................................43
         8.2.   MAINTENANCE OF OFFICE.....................................................43
         8.3.   RECORDS AND ACCOUNTS......................................................43
         8.4.   FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION........................43
         8.5.   NOTICES...................................................................44
                  8.5.1.   DEFAULTS.......................................................44
                  8.5.2.   ENVIRONMENTAL EVENTS...........................................45
                  8.5.3.   NOTIFICATION OF CLAIM AGAINST ASSETS...........................45
                  8.5.4.   NOTICE OF LITIGATION AND JUDGMENTS.............................45
         8.6.   LEGAL EXISTENCE; MAINTENANCE OF PROPERTIES................................45
         8.7.   INSURANCE.................................................................46
         8.8.   TAXES.....................................................................46
         8.9.   INSPECTION RIGHTS.........................................................46
         8.10.  COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS....................46
         8.11.  EMPLOYEE BENEFIT PLANS....................................................47
         8.12.  USE OF PROCEEDS...........................................................47
         8.13.  ADDITIONAL SUBSIDIARIES...................................................47
         8.14.  NEW GUARANTORS............................................................47
         8.15.  AMENDMENTS TO GOVERNING DOCUMENTS.........................................47
         8.16.  FURTHER ASSURANCES........................................................48

9.   CERTAIN NEGATIVE COVENANTS...........................................................48
         9.1.   RESTRICTIONS ON INDEBTEDNESS..............................................48
         9.2.   RESTRICTIONS ON LIENS.....................................................49
         9.3.   RESTRICTIONS ON INVESTMENTS...............................................51
         9.4.   RESTRICTED PAYMENTS.......................................................52
         9.5.   MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS...........................52
                  9.5.1.   MERGERS AND ACQUISITIONS.......................................52
                  9.5.2.   DISPOSITION OF ASSETS..........................................54
         9.6.   SALE AND LEASEBACK........................................................55
         9.7.   COMPLIANCE WITH ENVIRONMENTAL LAWS........................................55
         9.8.   EMPLOYEE BENEFIT PLANS....................................................55
         9.9.   BUSINESS ACTIVITIES.......................................................56
         9.10.  FISCAL YEAR...............................................................56
         9.11.  TRANSACTIONS WITH AFFILIATES..............................................56
         9.12.  MODIFICATION OF GOVERNING DOCUMENTS.......................................56

10.  FINANCIAL COVENANTS..................................................................57
         10.1.  MINIMUM EBITDA............................................................57
         10.2.  LEVERAGE RATIO............................................................57
         10.3.  QUICK RATIO...............................................................57
</Table>

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<Table>
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11.  CLOSING CONDITIONS...................................................................57
         11.1.  LOAN DOCUMENTS............................................................57
         11.2.  CERTIFIED COPIES OF GOVERNING DOCUMENTS...................................57
         11.3.  CORPORATE OR OTHER ACTION.................................................57
         11.4.  INCUMBENCY CERTIFICATE....................................................57
         11.5.  UCC SEARCH RESULTS........................................................58
         11.6.  CERTIFICATES OF INSURANCE.................................................58
         11.7.  OPINION OF COUNSEL........................................................58
         11.8.  PAYMENT OF FEES...........................................................58

12.  CONDITIONS TO ALL BORROWINGS.........................................................58
         12.1.  REPRESENTATIONS TRUE; NO EVENT OF DEFAULT.................................58
         12.2.  NO LEGAL IMPEDIMENT.......................................................59
         12.3.  PROCEEDINGS AND DOCUMENTS.................................................59
         12.4.  GOVERNMENTAL REGULATION...................................................59

13.  EVENTS OF DEFAULT; ACCELERATION; ETC.................................................59
         13.1.  EVENTS OF DEFAULT AND ACCELERATION........................................59
         13.2.  TERMINATION OF COMMITMENTS................................................62
         13.3.  REMEDIES..................................................................62
         13.4.  DISTRIBUTION OF PROCEEDS..................................................63

14.  THE ADMINISTRATIVE AGENT.............................................................63
         14.1.  AUTHORIZATION.............................................................63
         14.2.  EMPLOYEES AND ADMINISTRATIVE AGENTS.......................................64
         14.3.  NO LIABILITY..............................................................64
         14.4.  NO REPRESENTATIONS........................................................65
                  14.4.1.  GENERAL........................................................65
                  14.4.2.  CLOSING DOCUMENTATION, ETC.....................................65
         14.5.  PAYMENTS..................................................................65
                  14.5.1.  PAYMENTS TO ADMINISTRATIVE AGENT...............................66
                  14.5.2.  DISTRIBUTION BY ADMINISTRATIVE AGENT...........................66
                  14.5.3.  DELINQUENT LENDERS.............................................66
         14.6.  HOLDERS OF REVOLVING CREDIT NOTES.........................................67
         14.7.  INDEMNITY.................................................................67
         14.8.  ADMINISTRATIVE AGENT AS LENDER............................................67
         14.9.  RESIGNATION...............................................................67
         14.10. NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT............................69
         14.11. DUTIES IN THE CASE OF ENFORCEMENT.........................................69

15.  SUCCESSORS AND ASSIGNS...............................................................69
         15.1.  GENERAL CONDITIONS........................................................69
         15.2.  ASSIGNMENTS...............................................................69
         15.3.  REGISTER..................................................................70
         15.4.  PARTICIPATIONS............................................................71
         15.5.  MISCELLANEOUS ASSIGNMENT PROVISIONS.......................................71
         15.6.  ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWER......................71
         15.7.  NEW REVOLVING CREDIT NOTES................................................72
</Table>

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<Table>
<S>                                                                                       <C>
         15.8.  SPECIAL PURPOSE FUNDING VEHICLE...........................................72

16.  PROVISIONS OF GENERAL APPLICATIONS...................................................73
         16.1.  SETOFF....................................................................73
         16.2.  EXPENSES..................................................................74
         16.3.  INDEMNIFICATION...........................................................75
         16.4.  TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.............................76
                  16.4.1.  CONFIDENTIALITY................................................76
                  16.4.2.  PRIOR NOTIFICATION.............................................76
                  16.4.3.  OTHER..........................................................77
         16.5.  SURVIVAL OF COVENANTS, ETC................................................77
         16.6.  NOTICES...................................................................77
         16.7.  GOVERNING LAW.............................................................78
         16.8.  HEADINGS..................................................................78
         16.9.  COUNTERPARTS..............................................................78
         16.10. ENTIRE AGREEMENT, ETC.....................................................79
         16.11. WAIVER OF JURY TRIAL......................................................79
         16.12. CONSENTS, AMENDMENTS, WAIVERS, ETC........................................79
         16.13. SEVERABILITY..............................................................81
</Table>

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                                      -vi-

                                    EXHIBITS


EXHIBIT A         Form of Revolving Credit Note
EXHIBIT B         Form of Loan Request
EXHIBIT C         Form of Compliance Certificate
EXHIBIT D         Assignment and Acceptance

                                    SCHEDULES

SCHEDULE 1        Lenders and Commitments
SCHEDULE 7.3      Title to Properties; Leases
SCHEDULE 7.7      Litigation
SCHEDULE 7.18     Environmental Compliance
SCHEDULE 7.19     Subsidiaries Etc.
SCHEDULE 9.1      Existing Indebtedness
SCHEDULE 9.2      Existing Liens
SCHEDULE 9.3      Existing Investments

<Page>

                           REVOLVING CREDIT AGREEMENT

     This REVOLVING CREDIT AGREEMENT is made as of February 28, 2003, by and
among KEANE, INC. (the "BORROWER"), a Massachusetts corporation having its
principal place of business at Ten City Square, Boston, Massachusetts 02129, and
FLEET NATIONAL BANK, a national banking association and the other lending
institutions listed on SCHEDULE 1 and FLEET NATIONAL BANK as agent for itself
and such other lending institutions.

                   1. DEFINITIONS AND RULES OF INTERPRETATION.

     1.1. DEFINITIONS. The following terms shall have the meanings set forth in
this Section 1 or elsewhere in the provisions of this Credit Agreement referred
to below:

     ACCOUNTS RECEIVABLE. All rights of the Borrower or any of its Subsidiaries
to payment for goods sold, leased or otherwise marketed in the ordinary course
of business and all rights of the Borrower or any of its Subsidiaries to payment
for services rendered in the ordinary course of business and all sums of money
or other proceeds due thereon pursuant to transactions with account debtors
recorded on books of account in accordance with GAAP.

     ADMINISTRATIVE AGENT'S OFFICE. The Administrative Agent's office located at
100 Federal Street, Boston, Massachusetts 02110, or at such other location as
the Administrative Agent may designate from time to time.

     ADMINISTRATIVE AGENT. Fleet National Bank, acting as agent for the Lenders
and each other Person appointed as the successor Administrative Agent in
accordance with Section 15.9.

     ADMINISTRATIVE AGENT'S SPECIAL COUNSEL. Bingham McCutchen LLP or such other
counsel as may be approved by the Administrative Agent.

     ADMINISTRATIVE QUESTIONNAIRE. An Administrative Questionnaire in a form
supplied by the Administrative Agent.

     AFFILIATE. Any Person which, directly or indirectly, controls, is
controlled by or is under common control with the Borrower. "Control" of the
Borrower means the power, directly or indirectly, (a) to vote ten percent (10%)
or more of the Capital Stock (on a fully diluted basis) of the Borrower having
ordinary voting power for the election of directors, managing members or general
partners (as applicable); or (b) to direct or cause the direction of the
management and policies of the Borrower (whether by contract or otherwise).

     APPLICABLE MARGIN. For each day, the Applicable Margin shall be the
applicable margin set forth below with respect to the Utilized Amount for each
such day:

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                                       -2-
<Table>
<Caption>
                                              BASE RATE      EURODOLLAR
       LEVEL           UTILIZED AMOUNT          LOANS        RATE LOANS     LETTER OF CREDIT FEES
    ----------------------------------------------------------------------------------------------
        <S>        <C>                            <C>           <C>                 <C>
        I          Greater than or equal
                   to 33% of the Total            0%            2.00%               2.00%
                   Commitment

        II         Less than 33% of the           0%            1.75%               1.75%
                   Total Commitment
</Table>

     APPLICABLE PENSION LEGISLATION. At any time, any pension or retirement
benefits legislation (be it national, federal, provincial, territorial or
otherwise) then applicable to the Borrower or any of its Subsidiaries.

     APPROVED FUND. Any Fund that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender and which Fund is approved by (i) the
Administrative Agent and (ii) unless a Default or an Event of Default has
occurred and is continuing, the Borrower (each such approval not to be
unreasonably withheld or delayed).

     ARRANGER. Fleet National Bank, or any of its affiliates.

     ASSET SALE. Any one or series of related transactions in which the Borrower
or any of its Subsidiaries conveys, sells, leases, licenses or otherwise
disposes of, directly or indirectly, any of its properties, businesses or assets
(including the sale or issuance of capital stock of any Subsidiary other than to
the Borrower or any Subsidiary of the Borrower) whether owned on the Closing
Date or thereafter acquired.

     ASSIGNMENT AND ACCEPTANCE. An assignment and acceptance entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is
required by Section 15.2), and accepted by the Administrative Agent, in
substantially the form of EXHIBIT D or any other form approved by the
Administrative Agent.

     BALANCE SHEET DATE. December 31, 2001.

     BASE RATE. The higher of (a) the variable annual rate of interest so
designated from time to time by Fleet as its "prime rate", such rate being a
reference rate and not necessarily representing the lowest or best rate being
charged to any customer, and (b) one-half of one percent (1/2%) above the
Federal Funds Effective Rate. For the purposes of this definition, "FEDERAL
FUNDS EFFECTIVE RATE" shall mean for any day, the rate per annum equal to the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for such day on such transactions received by the Administrative
Agent from three funds brokers of recognized standing selected by the
Administrative Agent. Changes in the Base Rate

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                                       -3-

resulting from any changes in Fleet's "PRIME RATE" shall take place immediately
without notice or demand of any kind.

     BASE RATE LOANS. Revolving Credit Loans bearing interest calculated by
reference to the Base Rate.

     BORROWER. As defined in the preamble hereto.

     BUSINESS DAY. Any day other than a Saturday or Sunday on which banking
institutions in Boston, Massachusetts, are open for the transaction of banking
business and, in the case of Eurodollar Rate Loans, also a day which is a
Eurodollar Business Day.

     CAPITALIZED LEASES. Leases under which the Borrower or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet of
the lessee or obligor in accordance with GAAP.

     CAPITAL STOCK. Any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing.

     CASH EQUIVALENTS. As to the Borrower and its Subsidiaries, (a) securities
issued or directly and fully guaranteed or insured by the United States of
America and having a maturity of not more than six (6) months from the date of
acquisition; (b) certificates of deposit, time deposits and eurodollar time
deposits with maturities of six (6) months or less from the date of acquisition,
bankers' acceptances with maturities not exceeding six (6) months and overnight
bank deposits, in each case, (i) with any Lenders or (ii) with any domestic
commercial bank organized under the laws of the United States of America or any
state thereof or a foreign subsidiary of such bank, in each case having a rating
of not less than A or its equivalent by S&P or any successor and having capital
and surplus in excess of $1,000,000,000; (c) certificates of deposit, time
deposits and eurodollar time deposits with maturities of six (6) months or less
from the date of acquisition, bankers' acceptances with maturities not exceeding
six (6) months and overnight bank deposits, in each case, in an aggregate amount
not to exceed $10,000,000 and with any commercial bank organized under the laws
of a country which is a member of the Organization for Economic Cooperation and
Development, or a political subdivision of such country, in each case having
capital and surplus in excess of $400,000,000; (d) repurchase obligations with a
term of not more than seven (7) days for underlying securities of the types
described in clauses (a), (b) and (c) above; and (e) any commercial paper or
finance company paper issued by (i) any Lender or any holding company
controlling any Lender or (ii) any other Person that is rated not less than
"P-1" or "A-1" or their equivalents by Moody's or S&P or their successors.

     CERCLA. See Section 7.18(a).

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                                       -4-

     CHANGE OF CONTROL. An event or series of events by which (a) any person or
group of persons, excluding John Keane and any member of his family, (within the
meaning of Section 13 or 14 of the Securities Exchange Act of 1934) shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by
the Securities and Exchange Commission under said Act), directly or indirectly,
of thirty five percent (35%) or more of the outstanding shares of Capital Stock
of the Borrower; or, (b) the board of directors of the Borrower shall cease to
consist of directors who were on such board of directors as a director on the
Closing Date, and each other director whose election by the board of directors
of the Borrower or whose nomination for election by the stockholders of the
Borrower was approved by a vote of at least a majority of directors who were
either directors of the Borrower on the Closing Date or whose election or
nomination for election was previously approved by such directors.

     CLOSING DATE. The first date on which the conditions set forth in Section
11 have been satisfied and any Revolving Credit Loans are to be made or any
Letter of Credit is to be issued hereunder.

     CLOSING FEE. See Section 5.1.

     CODE. The Internal Revenue Code of 1986.

     COMMITMENT. With respect to each Lender, the amount set forth on SCHEDULE 1
hereto as the amount of such Lender's commitment to make Revolving Credit Loans
to, and to participate in the issuance, extension and renewal of Letters of
Credit for the account of, the Borrower, as the same may be reduced from time to
time; or if such commitment is terminated pursuant to the provisions hereof,
zero.

     COMMITMENT FEE. See Section 2.2.

     COMMITMENT PERCENTAGE. With respect to each Lender, the percentage set
forth on SCHEDULE 1 hereto as such Lender's percentage of the aggregate
Commitments of all of the Lenders.

     COMPLIANCE CERTIFICATE. See Section 8.4(c).

     CONSOLIDATED OR CONSOLIDATED. With reference to any term defined herein,
shall mean that term as applied to the accounts of the Borrower and its
Subsidiaries, consolidated in accordance with GAAP.

     CONSOLIDATED CURRENT LIABILITIES. All liabilities and other Indebtedness of
the Borrower and its Subsidiaries on a consolidated basis maturing on demand or
within one (1) year from the date as of which Consolidated Current Liabilities
are to be determined, and such other liabilities as may properly be classified
as current liabilities in accordance with GAAP.

     CONSOLIDATED EBITDA. With respect to any fiscal period, an amount equal to
the sum of (a) Consolidated Net Income of the Borrower and its Subsidiaries for
such fiscal

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                                       -5-

period, PLUS (b) in each case to the extent deducted in the calculation of such
Person's Consolidated Net Income and without duplication, (i) depreciation and
amortization for such period, PLUS (ii) income tax expense for such period, PLUS
(iii) Consolidated Total Interest Expense paid or accrued during such period,
PLUS (iv) other noncash charges for such period, MINUS (c) to the extent added
in computing Consolidated Net Income, and without duplication, all noncash gains
(including income tax benefits) for such period, in each case as determined in
accordance with GAAP.

     CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or
deficit) of the Borrower and its Subsidiaries, after deduction of all expenses,
taxes, and other proper charges, determined in accordance with GAAP, after
eliminating therefrom all extraordinary nonrecurring items of income and all
extraordinary nonrecurring noncash items of loss.

     CONSOLIDATED QUICK ASSETS. All cash, Cash Equivalents and Accounts
Receivable of the Borrower and its Subsidiaries on a consolidated basis that, in
accordance with GAAP, are properly classified as current assets, PROVIDED that
Accounts Receivable shall be included only if good and collectible as determined
by the Borrower in accordance with established practice consistently applied and
only if payable and outstanding not more than ninety (90) days after the invoice
date relating to such Accounts Receivable; and such Accounts Receivable shall be
taken at their face value less reserves determined to be sufficient in
accordance with GAAP.

     CONSOLIDATED TOTAL ASSETS. All assets ("CONSOLIDATED BALANCE SHEET ASSETS")
of the Borrower and its Subsidiaries determined on a consolidated basis in
accordance with GAAP.

     CONSOLIDATED TOTAL FUNDED DEBT. With respect to the Borrower and its
Subsidiaries, the sum, without duplication, of (a) the aggregate amount of
Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis,
relating to (i) the borrowing of money or the obtaining of credit, including the
issuance of notes or bonds, (ii) the deferred purchase price of assets (other
than trade payables incurred in the ordinary course of business), (iii) in
respect of any Synthetic Leases or any Capitalized Leases, and (iv) the maximum
drawing amount of all letters of credit outstanding and bankers acceptances PLUS
(b) Indebtedness of the type referred to in clause (a) of another Person
guaranteed by the Borrower or any of its Subsidiaries.

     CONSOLIDATED TOTAL INTEREST EXPENSE. For any period, the aggregate amount
of interest required to be paid or accrued by the Borrower and its Subsidiaries
during such period on all Indebtedness of the Borrower and its Subsidiaries
outstanding during all or any part of such period, whether such interest was or
is required to be reflected as an item of expense or capitalized, including
payments consisting of interest in respect of any Capitalized Lease or any
Synthetic Lease, and including commitment fees, agency fees, facility fees,
balance deficiency fees and similar fees or expenses in connection with the
borrowing of money.

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                                       -6-

     CONVERSION REQUEST. A notice given by the Borrower to the Administrative
Agent of the Borrower's election to convert or continue a Revolving Credit Loan
in accordance with Section 2.7.

     CREDIT AGREEMENT. This Revolving Credit Agreement, including the Schedules
and Exhibits hereto.

     DEFAULT. See Section 13.1.

     DELINQUENT LENDER. See Section 14.5.3.

     DE MINIMIS SUBSIDIARY. Any Subsidiary (a) the consolidated revenues of
which for the most recent period of four fiscal quarters for which financial
statements have been delivered pursuant to Section 8.4 were not greater than 5%
of the Borrower's consolidated revenues for such period or (b) the consolidated
assets of which as of the end of such period were not greater than 5% of the
Borrower's consolidated assets as of the end of such period, PROVIDED, HOWEVER,
to the extent such Subsidiary makes an assignment for the benefit of creditors,
admits in writing its inability to pay or generally fails to pay its debts as
they mature or become due, petitions or applies for the appointment of a trustee
or other custodian, liquidator or receiver of such Subsidiary or of any
substantial part of its assets, or shall commence any case or proceeding under
any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation or similar law of any jurisdiction, or if any such
petition or application shall be filed or any such case or other proceeding
shall be commenced against such Subsidiary or such Subsidiary shall indicate its
approval thereof, consent thereto or acquiesce therein, or a decree or order is
entered appointing any such trustee, custodian, liquidator or receiver or
adjudicating such Subsidiary bankrupt or insolvent (collectively, an "Insolvency
Event") and such Insolvency Event could reasonably be expected to have a
Material Adverse Effect, such Subsidiary shall not be considered a De Minimis
Subsidiary hereunder.

     DISTRIBUTION. The declaration or payment of any dividend on or in respect
of any shares of any class of Capital Stock of the Borrower, other than
dividends payable solely in shares of common stock of the Borrower; the
purchase, redemption, defeasance, retirement or other acquisition of any shares
of any class of Capital Stock of the Borrower, directly or indirectly through a
Subsidiary of the Borrower or otherwise (including the setting apart of assets
for a sinking or other analogous fund to be used for such purpose); the return
of capital by the Borrower to its shareholders as such; or any other
distribution on or in respect of any shares of any class of Capital Stock of the
Borrower.

     DOLLARS or $. Dollars in lawful currency of the United States of America.

     DOMESTIC LENDING OFFICE. Initially, the office of each Lender designated as
such in SCHEDULE 1 hereto; thereafter, such other office of such Lender, if any,
located within the United States that will be making or maintaining Base Rate
Loans.

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                                       -7-

     DOMESTIC SUBSIDIARY. Any Subsidiary which is not a Foreign Subsidiary.

     DRAWDOWN DATE. The date on which any Revolving Credit Loan is made or is to
be made, and the date on which any Revolving Credit Loan is converted or
continued in accordance with Section 2.7.

     ELIGIBLE ASSIGNEE. Any of (a) a Lender, (b) an Affiliate of a Lender so
long as such Affiliate is approved by (i) the Administrative Agent and (ii)
unless a Default or an Event of Default has occurred and is continuing, the
Borrower (each such approval not to be unreasonably withheld or delayed), (c) an
Approved Fund and (d) any other Person (other than a natural person) approved by
(i) the Administrative Agent and (ii) unless a Default or an Event of Default
has occurred and is continuing, the Borrower (each such approval not to be
unreasonably withheld or delayed).

     EMPLOYEE BENEFIT PLAN. Any employee benefit plan within the meaning of
Section 3(3) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate, other than a Guaranteed Pension Plan or a Multi-employer Plan.

     ENVIRONMENTAL LAWS. See Section 7.18(a).

     EPA. See Section 7.18(b).

     EQUITY ISSUANCE. The sale or issuance by the Borrower or any of its
Subsidiaries of any of its Capital Stock.

     ERISA. The Employee Retirement Income Security Act of 1974.

     ERISA AFFILIATE. Any Person which is treated as a single employer with the
Borrower under Section 414 of the Code.

     ERISA REPORTABLE EVENT. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of Section 4043 of ERISA and the regulations
promulgated thereunder.

     EUROCURRENCY RESERVE RATE. For any day with respect to a Eurodollar Rate
Loan, the maximum rate (expressed as a decimal) at which any bank subject
thereto would be required to maintain reserves under Regulation D of the Board
of Governors of the Federal Reserve System (or any successor or similar
regulations relating to such reserve requirements) against "EUROCURRENCY
LIABILITIES" (as that term is used in Regulation D), if such liabilities were
outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on
and as of the effective date of any change in the Eurocurrency Reserve Rate.

     EURODOLLAR BUSINESS DAY. Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London or such
other eurodollar interbank market as may be selected by the Administrative Agent
in its sole discretion acting in good faith.

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                                       -8-

     EURODOLLAR LENDING OFFICE. Initially, the office of each Lender designated
as such in SCHEDULE 1 hereto; thereafter, such other office of such Lender, if
any, that shall be making or maintaining Eurodollar Rate Loans.

     EURODOLLAR RATE. For any Interest Period with respect to a Eurodollar Rate
Loan, the rate of interest equal to (a) the rate determined by the
Administrative Agent at which Dollar deposits for such Interest Period are
offered based on information presented on Page 3750 of the Dow Jones Market
Service (formerly known as the Telerate Service) as of 11:00 a.m. London time on
the second Eurodollar Business Day prior to the first day of such Interest
Period, divided by (b) a number equal to 1.00 MINUS the Eurocurrency Reserve
Rate. If the rate described above does not appear on the Dow Jones Market
Service on any applicable interest determination date, the Eurodollar Rate shall
be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth
of a percentage point), determined on the basis of the offered rates for
deposits in Dollars for a period of time comparable to such Eurodollar Rate Loan
which are offered by four major banks in the London interbank market at
approximately 11:00 a.m. London time, on the second Eurodollar Business Day
prior to the first day of such Interest Period as selected by the Administrative
Agent. The principal London office of each of the four major London banks will
be requested to provide a quotation of its Dollar deposit offered rate. If at
least two such quotations are provided, the rate for that date will be the
arithmetic mean of the quotations. If fewer than two quotations are provided as
requested, the rate for that date will be determined on the basis of the rates
quoted for loans in Dollars to leading European banks for a period of time
comparable to such Interest Period offered by major banks in New York City at
approximately 11:00 a.m. New York City time, on the second Eurodollar Business
Day prior to the first day of such Interest Period. In the event that the
Administrative Agent is unable to obtain any such quotation as provided above,
it will be considered that Eurodollar Rate pursuant to a Eurodollar Rate Loan
cannot be determined.

     EURODOLLAR RATE LOANS. Revolving Credit Loans bearing interest calculated
by reference to the Eurodollar Rate.

     EVENT OF DEFAULT. See Section 13.1.

     FEE LETTER. The fee letter dated on or prior to the Closing Date among the
Borrower, the Administrative Agent and the Arranger.

     FEES. Collectively, the Commitment Fee, the Letter of Credit Fees, the
Administrative Agent's Fee and the Closing Fee.

     FINANCIAL AFFILIATE. A Subsidiary of the bank holding company controlling
any Lender, which Subsidiary is engaging in any of the activities permitted by
Section 4(e) of the Bank Holding Company Act of 1956 (12 U.S.C. Section 1843).

     FLEET. Fleet National Bank, a national banking association, in its
individual capacity.

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                                       -9-

     FOREIGN SUBSIDIARY. Any Subsidiary that is organized under the laws of a
jurisdiction other than the United States of America and the States (or the
District of Columbia) thereof.

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

     GAAP OR GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. (a) When used in Section
10, whether directly or indirectly through reference to a capitalized term used
therein, means (i) principles that are consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, in effect for the fiscal year ended on the Balance Sheet Date, and
(ii) to the extent consistent with such principles, the accounting practice of
the Borrower reflected in its financial statements for the year ended on the
Balance Sheet Date, and (b) when used in general, other than as provided above,
means principles that are (i) consistent with the principles promulgated or
adopted by the Financial Accounting Standards Board and its predecessors, as in
effect from time to time, and (ii) consistently applied with past financial
statements of the Borrower adopting the same principles, provided that in each
case referred to in this definition of "GAAP" a certified public accountant
would, insofar as the use of such accounting principles is pertinent, be in a
position to deliver an unqualified opinion (other than a qualification regarding
changes in GAAP) as to financial statements in which such principles have been
properly applied.

     GOVERNING DOCUMENTS. With respect to any Person, its certificate or
articles of incorporation, certificate of formation, or, as the case may be,
certificate of limited partnership, its by-laws, operating agreement or, as the
case may be, partnership agreement or other constitutive documents and all
shareholder agreements, voting trusts and similar arrangements applicable to any
of its Capital Stock.

     GOVERNMENTAL AUTHORITY. Any foreign, federal, state, regional, local,
municipal or other government, or any department, commission, board, bureau,
agency, public authority or instrumentality thereof, or any court of competent
jurisdiction or arbitrator.

     GUARANTEED PENSION PLAN. Any employee pension benefit plan within the
meaning of Section 3(2) of ERISA maintained or contributed to by the Borrower or
any ERISA Affiliate the benefits of which are guaranteed on termination in full
or in part by the PBGC pursuant to Title IV of ERISA, other than a
Multi-employer Plan.

     GUARANTEES. Collectively, (a) the Guarantee, dated or to be dated on or
prior to the Closing Date, made by each Guarantor in favor of the Lenders and
the Administrative Agent and (b) the Guarantees dated as of the date required by
Section 8.14 hereof made by the applicable Guarantors in favor of the Lenders
and the Administrative Agent, and in each case pursuant to which each Guarantor
guarantees to the Lenders and the Administrative Agent the payment and
performance of the Obligations and in form and substance satisfactory to the
Lenders and the Administrative Agent.

<Page>

                                      -10-

     GUARANTORS. All Domestic Subsidiaries of the Borrower.

     HAZARDOUS SUBSTANCES. See Section 7.18(b).

     HEDGING AGREEMENT. Any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate futures contract,
interest rate option agreement, interest rate exchange agreement, forward
currency exchange agreement, forward rate currency agreement or other similar
agreement or arrangement to which the Borrower or any of its Subsidiaries and
any Lender is a party, designed to protect the Borrower or any of its
Subsidiaries against fluctuations in interest rates, exchange rates or forward
rates.

     INDEBTEDNESS. As to any Person and whether recourse is secured by or is
otherwise available against all or only a portion of the assets of such Person
and whether or not contingent, but without duplication:

            (a)     every obligation of such Person for money borrowed,

            (b)     every obligation of such Person evidenced by bonds,
     debentures, notes or other similar instruments, including obligations
     incurred in connection with the acquisition of property, assets or
     businesses (but excluding trade account payables arising in the ordinary
     course of business),

            (c)     every reimbursement obligation of such Person with respect
     to letters of credit, bankers' acceptances or similar facilities issued for
     the account of such Person,

            (d)     every obligation of such Person issued or assumed as the
     deferred purchase price of property or services (including securities
     repurchase agreements but excluding trade accounts payable or accrued
     liabilities arising in the ordinary course of business),

            (e)     every obligation of such Person under any Capitalized Lease,

            (f)     every obligation of such Person under any Synthetic Lease,

            (g)     all sales by such Person of (i) accounts or general
     intangibles for money due or to become due, (ii) chattel paper, instruments
     or documents creating or evidencing a right to payment of money or (iii)
     other receivables (collectively "RECEIVABLES"), whether pursuant to a
     purchase facility or otherwise, other than in connection with the
     disposition of the business operations of such Person relating thereto or a
     disposition of defaulted receivables for collection and not as a financing
     arrangement, and together with any obligation of such Person to pay any
     discount, interest, fees, indemnities, penalties, recourse, expenses or
     other amounts in connection therewith,

<Page>

                                      -11-

            (h)     every obligation of such Person (an "EQUITY RELATED PURCHASE
     OBLIGATION") to purchase, redeem, retire or otherwise acquire for value any
     shares of Capital Stock issued by such Person or any rights measured by the
     value of such Capital Stock,

            (i)     every obligation of such Person under any forward contract,
     futures contract, swap, option or other financing agreement or arrangement
     (including, without limitation, caps, floors, collars and similar
     agreements), the value of which is dependent upon interest rates, currency
     exchange rates, commodities or other indices (a "DERIVATIVE CONTRACT"),

            (j)     every obligation in respect of Indebtedness of any other
     entity (including any partnership in which such Person is a general
     partner) to the extent that such Person is liable therefor as a result of
     such Person's ownership interest in or other relationship with such entity,
     except to the extent that the terms of such Indebtedness provide that such
     Person is not liable therefor and such terms are enforceable under
     applicable law,

            (k)     every obligation, contingent or otherwise, of such Person
     guaranteeing, or having the economic effect of guarantying or otherwise
     acting as surety for, any obligation of a type described in any of clauses
     (a) through (j) (the "PRIMARY OBLIGATION") of another Person (the "PRIMARY
     OBLIGOR"), in any manner, whether directly or indirectly, and including,
     without limitation, any obligation of such Person (i) to purchase or pay
     (or advance or supply funds for the purchase of) any security for the
     payment of such primary obligation, (ii) to purchase property, securities
     or services for the purpose of assuring the payment of such primary
     obligation, or (iii) to maintain working capital, equity capital or other
     financial statement condition or liquidity of the primary obligor so as to
     enable the primary obligor to pay such primary obligation.

     The "AMOUNT" or "PRINCIPAL AMOUNT" of any Indebtedness at any time of
determination represented by (t) any Indebtedness issued at a price that is less
than the principal amount at maturity thereof shall be the amount of the
liability in respect thereof determined in accordance with GAAP, (u) any
Capitalized Lease shall be the principal component of the aggregate of the
rentals obligation under such Capitalized Lease payable over the term thereof
that is not subject to termination by the lessee, (v) any sale of receivables
shall be the amount of unrecovered capital or principal investment of the
purchaser (other than the Borrower or any of its wholly-owned Subsidiaries)
thereof, excluding amounts representative of yield or interest earned on such
investment, (w) any Synthetic Lease shall be the stipulated loss value,
termination value or other equivalent amount, (x) any derivative contract shall
be the maximum amount of any termination or loss payment required to be paid by
such Person if such derivative contract were, at the time of determination, to
be terminated by reason of any event of default or early termination event
thereunder, whether or not such event of default or early termination event has
in fact occurred, (y) any equity related purchase obligation shall be the
maximum fixed redemption or purchase price thereof inclusive of any accrued and
unpaid dividends to be comprised in such redemption or purchase

<Page>

                                      -12-

price and (z) any guaranty or other contingent liability referred to in clause
(k) shall be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such guaranty or other contingent obligation is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform
thereunder) as determined by such Person in good faith.

     INELIGIBLE SECURITIES. Securities which may not be underwritten or dealt in
by member banks of the Federal Reserve System under Section 16 of the Banking
Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

     INTEREST PAYMENT DATE. (a) As to any Base Rate Loan, the last day of the
calendar quarter with respect to interest accrued during such calendar quarter,
including, without limitation, the calendar quarter which includes the Drawdown
Date of such Base Rate Loan; and (b) as to any Eurodollar Rate Loan in respect
of which the Interest Period is (i) 3 months or less, the last day of such
Interest Period and (ii) more than 3 months, the date that is 3 months from the
first day of such Interest Period and, in addition, the last day of such
Interest Period.

     INTEREST PERIOD. With respect to each Revolving Credit Loan, (a) initially,
the period commencing on the Drawdown Date of such Revolving Credit Loan and
ending on the last day of one of the periods set forth below, as selected by the
Borrower in a Loan Request or as otherwise required by the terms of this Credit
Agreement (i) for any Base Rate Loan, the last day of the calendar quarter; and
(ii) for any Eurodollar Rate Loan, 1, 2, 3, or 6 months; and (b) thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Revolving Credit Loan and ending on the last day of one of
the periods set forth above, as selected by the Borrower in a Conversion
Request; PROVIDED that all of the foregoing provisions relating to Interest
Periods are subject to the following:

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

            (B)     if any Interest Period with respect to a Base Rate Loan
     would end on a day that is not a Business Day, that Interest Period shall
     end on the next succeeding Business Day;

            (C)     if the Borrower shall fail to give notice as provided in
     Section 2.7, the Borrower shall be deemed to have requested a conversion of
     the affected Eurodollar Rate Loan to a Base Rate Loan and the continuance
     of all Base Rate Loans as Base Rate Loans on the last day of the then
     current Interest Period with respect thereto;

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                                      -13-

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

            (E)     any Interest Period that would otherwise extend beyond the
     Revolving Credit Loan Maturity Date shall end on the Revolving Credit Loan
     Maturity Date.

     INVESTMENT POLICY GUIDELINE. The [Investment Policy] as in effect on the
Closing Date, a copy of which has been delivered to the Administrative Agent.

     INVESTMENTS. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness of, or
for loans, advances, capital contributions or transfers of property to, or in
respect of any guarantees (or other commitments as described under
Indebtedness), or obligations of, any Person. In determining the aggregate
amount of Investments outstanding at any particular time: (a) the amount of any
Investment represented by a guaranty shall be taken at not less than the
principal amount of the obligations guaranteed and still outstanding; (b) there
shall be included as an Investment all interest accrued with respect to
Indebtedness constituting an Investment unless and until such interest is paid;
(c) there shall be deducted in respect of each such Investment any amount
received as a return of capital (but only by repurchase, redemption, retirement,
repayment, liquidating dividend or liquidating distribution); (d) there shall
not be deducted in respect of any Investment any amounts received as earnings on
such Investment, whether as dividends, interest or otherwise, except that
accrued interest included as provided in the foregoing clause (b) may be
deducted when paid; and (e) there shall not be deducted from the aggregate
amount of Investments any decrease in the value thereof.

     LENDER AFFILIATE. With respect to any Lender, (a) an Affiliate of such
Lender or (b) any Approved Fund.

     LENDERS. Fleet and the other lending institutions listed on SCHEDULE 1
hereto and any other Person who becomes an assignee of any rights and
obligations of a Lender pursuant to Section 15.

     LETTER OF CREDIT. See Section 4.1.1.

     LETTER OF CREDIT APPLICATION. See Section 4.1.1.

     LETTER OF CREDIT FEE. See Section 4.6.

     LETTER OF CREDIT PARTICIPATION. See Section 4.1.4.

     LEVERAGE RATIO. As at any date of determination, the ratio of (a)
Consolidated Total Funded Debt outstanding on such date to (b) Consolidated
EBITDA for the

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                                      -14-

Reference Period ending on such date (or if such date is not a fiscal quarter
end date, the fiscal quarter most recently ended).

     LIEN. Any mortgage, deed of trust, security interest, pledge,
hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien
(statutory, judgment or otherwise), or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement, any Capitalized Lease, any Synthetic Lease, any
financing lease involving substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC or comparable
law of any jurisdiction) (other than financing statements filed with respect to
leases solely for notification purposes).

     LOAN DOCUMENTS. This Credit Agreement, the Revolving Credit Notes, the
Letter of Credit Applications, the Letters of Credit, the Fee Letter and the
Guarantees.

     LOAN REQUEST. See Section 2.6.

     MATERIAL ADVERSE EFFECT. With respect to any event or occurrence of
whatever nature (including any adverse determination in any litigation,
arbitration or governmental investigation or proceeding):

     (a) a material adverse effect on the business, properties, condition
(financial or otherwise), assets, operations or income of the Borrower
individually, or the Borrower and its Subsidiaries, taken as a whole;

     (b) an adverse effect on the ability of the Borrower and the Guarantors,
taken as a whole, or the Borrower and its Subsidiaries, taken as a whole, to
perform any of their respective Obligations under any of the Loan Documents to
which it is a party; or

     (c) any impairment of the validity, binding effect or enforceability of
this Credit Agreement or any of the other Loan Documents, or any material
impairment of the rights, remedies or benefits available to the Administrative
Agent or any Lender under any Loan Document.

In determining whether any individual event could reasonably be expected to
result in a Material Adverse Effect, notwithstanding that such event does not of
itself have such effect, a Material Adverse Effect shall be deemed to have
occurred if the cumulative effect of such event and all other then existing
events could reasonably be expected to result in a Material Adverse Effect.

     MAXIMUM DRAWING AMOUNT. The maximum aggregate amount that the beneficiaries
may at any time draw under outstanding Letters of Credit, as such aggregate
amount may be reduced from time to time pursuant to the terms of the Letters of
Credit.

     MOODY'S. Moody's Investors Services, Inc.

<Page>

                                      -15-

     MULTI-EMPLOYER PLAN. Any multi-employer plan within the meaning of Section
3(37) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate.

     NET CASH EQUITY ISSUANCE PROCEEDS. With respect to any Equity Issuance, the
excess of the gross cash proceeds received by such Person for such Equity
Issuance after deduction of all reasonable and customary transaction expenses
(including, without limitation, underwriting discounts and commissions) actually
incurred in connection with such a sale or other issuance.

     NON-U.S. LENDER. See Section 5.3.3.

     OBLIGATIONS. All indebtedness, obligations and liabilities of any of the
Borrower and its Subsidiaries to any of the Lenders and the Administrative
Agent, individually or collectively, existing on the date of this Credit
Agreement or arising thereafter, direct or indirect, joint or several, absolute
or contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, arising by contract, operation of law or otherwise, arising or
incurred under this Credit Agreement or any of the other Loan Documents or any
Hedging Agreement or in respect of any of the Revolving Credit Loans made or
Reimbursement Obligations incurred or any of the Revolving Credit Notes, Letter
of Credit Application, Letter of Credit or other instruments at any time
evidencing any thereof.

     OUTSTANDING. With respect to the Revolving Credit Loans, the aggregate
unpaid principal thereof as of any date of determination.

     PARTICIPANT. See Section 15.4.

     PBGC. The Pension Benefit Guaranty Corporation created by Section 4002 of
ERISA and any successor entity or entities having similar responsibilities.

     PERMITTED ACQUISITION. See Section 9.5.1.

     PERMITTED LIENS. Liens permitted by Section 9.2.

     PERSON. Any individual, corporation, limited liability company partnership,
limited liability partnership, trust, other unincorporated association,
business, or other legal entity, and any Governmental Authority.

     RCRA. See Section 7.18(a).

     REAL ESTATE. All real property at any time owned or leased (as lessee or
sublessee) by the Borrower or any of its Subsidiaries.

     RECORD. The grid attached to a Revolving Credit Note, or the continuation
of such grid, or any other similar record, including computer records,
maintained by any Lender with respect to any Revolving Credit Loan referred to
in such Revolving Credit Note.

<Page>

                                      -16-

     REFERENCE PERIOD. As of any date of determination, the period of four (4)
consecutive fiscal quarters of the Borrower and its Subsidiaries ending on such
date, or if such date is not a fiscal quarter end date, the period of four (4)
consecutive fiscal quarters most recently ended (in each case treated as a
single accounting period).

     REGISTER. See Section 15.3.

     REIMBURSEMENT OBLIGATION. The Borrower's obligation to reimburse the
Administrative Agent and the Lenders on account of any drawing under any Letter
of Credit as provided in Section 4.2.

     RELATED PARTIES. With respect to any specified Person, such Person's
Affiliates and the respective directors, officers, employees, agents and
advisors of such Person and such Person's Affiliates.

     REQUIRED LENDERS. As of any date, (a) if there are fewer than three (3)
Lenders on such date, all the Lenders and (b) if there are three or more Lenders
on such date, the Lenders holding at least sixty six and two thirds percent
(66 2/3%) of the outstanding principal amount of the Revolving Credit Notes on
such date; and if no such principal is outstanding, the Lenders whose aggregate
Commitments constitutes at sixty six and two thirds percent (66 2/3%) of the
Total Commitment.

     RESTRICTED PAYMENT. In relation to the Borrower and its Subsidiaries, any
(a) Distribution, (b) payment or prepayment by the Borrower or its Subsidiaries
to the Borrower's shareholders (or other equity holders) and, if a Subsidiary's
shareholder is a Person other than the Borrower or another Subsidiary, to such
shareholder (or other equity holder) (a "NONAFFILIATED SHAREHOLDER") unless an
equal and ratable payment is simultaneously being made to such Subsidiary's
other shareholders which are not Nonaffiliated Shareholders, (c) derivatives or
other transactions with any financial institution, commodities or stock exchange
or clearinghouse (a "DERIVATIVES COUNTERPARTY") obligating the Borrower or any
Subsidiary to make payments to such Derivatives Counterparty as a result of any
change in market value of any Capital Stock of the Borrower or such Subsidiary
or (d) payment in respect of any phantom stock plan or similar interests.

     REVOLVING CREDIT LOAN MATURITY DATE. February 24, 2006.

     REVOLVING CREDIT LOANS. Revolving credit loans made or to be made by the
Lenders to the Borrower pursuant to Section 2.

     REVOLVING CREDIT NOTES. See Section 2.4.

     SARA. See Section 7.18(a).

     S&P. Standard & Poor's Ratings Group.

<Page>

                                      -17-

     SUBSIDIARY. Any corporation, association, trust, or other business entity
of which the designated parent shall at any time own directly or indirectly
through a Subsidiary or Subsidiaries at least a majority (by number of votes) of
the outstanding Voting Stock.

     SYNTHETIC LEASE. Any lease of goods or other property, whether real or
personal, which is treated as an operating lease under GAAP and as a loan or
financing for U.S. income tax purposes.

     TOTAL COMMITMENT. The sum of the Commitments of the Lenders, as in effect
from time to time.

     TOTAL OUTSTANDINGS. As of any date of determination, the sum of all
Revolving Credit Loans outstanding on such date, plus all Unpaid Reimbursement
Obligations plus all the Maximum Drawing Amount of all issued and outstanding
Letters of Credit.

     TYPE. As to any Revolving Credit Loan, its nature as a Base Rate Loan or a
Eurodollar Rate Loan.

     UNENCUMBERED CASH. The aggregate amount of cash and Cash Equivalents of the
Borrower and its Subsidiaries which is not subject to any Lien or other claim
whatsoever.

     UNPAID REIMBURSEMENT OBLIGATION. Any Reimbursement Obligation for which the
Borrower does not reimburse the Administrative Agent and the Lenders on the date
specified in, and in accordance with, Section 4.2.

     UTILIZED AMOUNT. As of any date of determination, the Total Outstandings on
such date.

     VOTING STOCK. Stock or similar interests, of any class or classes (however
designated), the holders of which are at the time entitled, as such holders, to
vote for the election of a majority of the directors (or persons performing
similar functions) of the corporation, association, trust or other business
entity involved, whether or not the right so to vote exists by reason of the
happening of a contingency.

     1.2. RULES OF INTERPRETATION.

            (a)     A reference to any document or agreement shall include such
     document or agreement as amended, modified or supplemented from time to
     time in accordance with its terms and the terms of this Credit Agreement.

            (b)     The singular includes the plural and the plural includes the
     singular.

            (c)     A reference to any law includes any amendment or
     modification to such law.

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                                      -18-

            (d)     A reference to any Person includes its permitted successors
     and permitted assigns.

            (e)     Accounting terms not otherwise defined herein have the
     meanings assigned to them by GAAP applied on a consistent basis by the
     accounting entity to which they refer.

            (f)     The words "include", "includes" and "including" are not
     limiting.

            (g)     All terms not specifically defined herein or by GAAP, which
     terms are defined in the Uniform Commercial Code as in effect in the
     Commonwealth of Massachusetts, have the meanings assigned to them therein,
     with the term "INSTRUMENT" being that defined under Article 9 of the
     Uniform Commercial Code.

            (h)     Reference to a particular "Section" refers to that section
     of this Credit Agreement unless otherwise indicated.

            (i)     The words "herein", "hereof", "hereunder" and words of like
     import shall refer to this Credit Agreement as a whole and not to any
     particular section or subdivision of this Credit Agreement.

            (j)     Unless otherwise expressly indicated, in the computation of
     periods of time from a specified date to a later specified date, the word
     "from" means "from and including," the words "to" and "until" each mean "to
     but excluding," and the word "through" means "to and including."

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

            (l)     This Credit Agreement and the other Loan Documents are the
     result of negotiation among, and have been reviewed by counsel to, among
     others, the Administrative Agent and the Borrower and are the product of
     discussions and negotiations among all parties. Accordingly, this Credit
     Agreement and the other Loan Documents are not intended to be construed
     against the Administrative Agent or any of the Lenders merely on account of
     the Administrative Agent's or any Lender's involvement in the preparation
     of such documents.

                        2. THE REVOLVING CREDIT FACILITY.

     2.1. COMMITMENT TO LEND. Subject to the terms and conditions set forth in
this Credit Agreement, each of the Lenders severally agrees to lend to the
Borrower and the Borrower may borrow, repay, and reborrow from time to time from
the Closing Date up to but not including the Revolving Credit Loan Maturity Date
upon notice by the

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                                      -19-

Borrower to the Administrative Agent given in accordance with Section 2.6, such
sums as are requested by the Borrower up to a maximum aggregate amount
outstanding (after giving effect to all amounts requested) at any one time equal
to such Lender's Commitment MINUS such Lender's Commitment Percentage of the sum
of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED
that the sum of the outstanding amount of the Revolving Credit Loans (after
giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all
Unpaid Reimbursement Obligations shall not at any time exceed the Total
Commitment at such time. The Revolving Credit Loans shall be made PRO RATA in
accordance with each Lender's Commitment Percentage. Each request for a
Revolving Credit Loan hereunder shall constitute a representation and warranty
by the Borrower that the conditions set forth in Section 11 and Section 12, in
the case of the initial Revolving Credit Loans to be made on the Closing Date,
and Section 12, in the case of all other Revolving Credit Loans, have been
satisfied on the date of such request.

     2.2. COMMITMENT FEE. The Borrower agrees to pay to the Administrative Agent
for the accounts of the Lenders in accordance with their respective Commitment
Percentages a commitment fee (the "COMMITMENT FEE") calculated at the rate of
thirty basis points per annum on the average daily amount during each calendar
quarter or portion thereof from the date hereof to the Revolving Credit Loan
Maturity Date by which the Total Commitment MINUS the sum of the Maximum Drawing
Amount and all Unpaid Reimbursement Obligations exceeds the outstanding amount
of Revolving Credit Loans during such calendar quarter. The Commitment Fee shall
be payable quarterly in arrears on the first day of each calendar quarter for
the immediately preceding calendar quarter commencing on the first such date
following the date hereof, with a final payment on the Revolving Credit Loan
Maturity Date or any earlier date on which the Commitments shall terminate.

     2.3. REDUCTION OF TOTAL COMMITMENT. The Borrower shall have the right at
any time and from time to time upon five (5) Business Days prior written notice
to the Administrative Agent to reduce by $5,000,000 or an integral multiple of
$1,000,000 in excess thereof or to terminate entirely the Total Commitment,
whereupon the Commitments of the Lenders shall be reduced PRO RATA in accordance
with their respective Commitment Percentages of the amount specified in such
notice or, as the case may be, terminated. Promptly after receiving any notice
of the Borrower delivered pursuant to this Section 2.3, the Administrative Agent
will notify the Lenders of the substance thereof. Upon the effective date of any
such reduction or termination, the Borrower shall pay to the Administrative
Agent for the respective accounts of the Lenders the full amount of any
Commitment Fee then accrued on the amount of the reduction. No reduction or
termination of the Commitments may be reinstated.

     2.4. THE REVOLVING CREDIT NOTES. The Revolving Credit Loans shall be
evidenced by separate promissory notes of the Borrower in substantially the form
of EXHIBIT A hereto (each a "REVOLVING CREDIT NOTE"), dated as of the Closing
Date (or such other date on which a Lender may become a party hereto in
accordance with Section 15 hereof) and completed with appropriate insertions.
One Revolving Credit Note shall be payable

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                                      -20-

to the order of each Lender in a principal amount equal to such Lender's
Commitment or, if less, the outstanding amount of all Revolving Credit Loans
made by such Lender, plus interest accrued thereon, as set forth below. The
Borrower irrevocably authorizes each Lender to make or cause to be made, at or
about the time of the Drawdown Date of any Revolving Credit Loan or at the time
of receipt of any payment of principal on such Lender's Revolving Credit Note,
an appropriate notation on such Lender's Record reflecting the making of such
Revolving Credit Loan or (as the case may be) the receipt of such payment. The
outstanding amount of the Revolving Credit Loans set forth on such Lender's
Record shall be PRIMA FACIE evidence of the principal amount thereof owing and
unpaid to such Lender, but the failure to record, or any error in so recording,
any such amount on such Lender's Record shall not limit or otherwise affect the
obligations of the Borrower hereunder or under any Revolving Credit Note to make
payments of principal of or interest on any Revolving Credit Note when due.

     2.5. INTEREST ON REVOLVING CREDIT LOANS. Except as otherwise provided in
Section 5.11,

            (a)     Each Revolving Credit Loan which is a Base Rate Loan shall
     bear interest for the period commencing with the Drawdown Date thereof and
     ending on the last day of the Interest Period with respect thereto at the
     rate per annum equal to the Base Rate PLUS the Applicable Margin with
     respect to Base Rate Loans as in effect from time to time.

            (b)     Each Revolving Credit Loan which is a Eurodollar Rate Loan
     shall bear interest for the period commencing with the Drawdown Date
     thereof and ending on the last day of the Interest Period with respect
     thereto at the rate per annum equal to the Eurodollar Rate determined for
     such Interest Period PLUS the Applicable Margin with respect to Eurodollar
     Rate Loans as in effect from time to time.

The Borrower promises to pay interest on each Revolving Credit Loan in arrears
on each Interest Payment Date with respect thereto.

     2.6. REQUESTS FOR REVOLVING CREDIT LOANS. The Borrower shall give to the
Administrative Agent written notice in the form of EXHIBIT B hereto (or
telephonic notice confirmed in a writing in the form of EXHIBIT C hereto) of
each Revolving Credit Loan requested hereunder (a "Loan Request") no less than
(a) one (1) Business Day prior to the proposed Drawdown Date of any Base Rate
Loan and (b) three (3) Eurodollar Business Days prior to the proposed Drawdown
Date of any Eurodollar Rate Loan. Each such notice shall specify (i) the
principal amount of the Revolving Credit Loan requested, (ii) the proposed
Drawdown Date of such Revolving Credit Loan, (iii) the Interest Period for such
Revolving Credit Loan; (iv) the Type of such Revolving Credit Loan and (v)
whether all or any portion of the proceeds of such Revolving Credit Loan are to
be used for the purpose of purchasing or carrying any "MARGIN SECURITY" or
"MARGIN STOCK" (as such terms are used in Regulations U and X of the Board of
Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224). Promptly
upon receipt of any such notice, the Administrative Agent shall notify each of
the Lenders thereof. Each Loan Request shall be irrevocable and binding on the
Borrower and shall obligate the Borrower to

<Page>

                                      -21-

accept the Revolving Credit Loan requested from the Lenders on the proposed
Drawdown Date. Each Loan Request shall be in a minimum aggregate amount of
$500,000 or an integral multiple of $250,000 in excess thereof.

     2.7. CONVERSION OPTIONS.

            2.7.1. CONVERSION TO DIFFERENT TYPE OF REVOLVING CREDIT LOAN. The
     Borrower may elect from time to time to convert any outstanding Revolving
     Credit Loan to a Revolving Credit Loan of another Type, PROVIDED that (a)
     with respect to any such conversion of a Eurodollar Rate Loan to a Base
     Rate Loan, the Borrower shall give the Administrative Agent at least one
     (1) Business Days prior written notice of such election; (b) with respect
     to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the
     Borrower shall give the Administrative Agent at least three (3) Eurodollar
     Business Days prior written notice of such election; (c) with respect to
     any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such
     conversion shall only be made on the last day of the Interest Period with
     respect thereto and (d) no Revolving Credit Loan may be converted into a
     Eurodollar Rate Loan when any Default or Event of Default has occurred and
     is continuing. On the date on which such conversion is being made each
     Lender shall take such action as is necessary to transfer its Commitment
     Percentage of such Revolving Credit Loans to its Domestic Lending Office or
     its Eurodollar Lending Office, as the case may be. All or any part of
     outstanding Revolving Credit Loans of any Type may be converted into a
     Revolving Credit Loan of another Type as provided herein, PROVIDED that any
     partial conversion shall be in an aggregate principal amount of $500,000 or
     a whole multiple of $250,000 in excess thereof. Each Conversion Request
     relating to the conversion of a Revolving Credit Loan to a Eurodollar Rate
     Loan shall be irrevocable by the Borrower.

            2.7.2. CONTINUATION OF TYPE OF REVOLVING CREDIT LOAN. Any Revolving
     Credit Loan of any Type may be continued as a Revolving Credit Loan of the
     same Type upon the expiration of an Interest Period with respect thereto by
     compliance by the Borrower with the notice provisions contained in Section
     2.7.1; PROVIDED that no Eurodollar Rate Loan may be continued as such when
     any Default or Event of Default has occurred and is continuing, but shall
     be automatically converted to a Base Rate Loan on the last day of the first
     Interest Period relating thereto ending during the continuance of any
     Default or Event of Default of which officers of the Administrative Agent
     active upon the Borrower's account have actual knowledge. In the event that
     the Borrower fails to provide any such notice with respect to the
     continuation of any Eurodollar Rate Loan as such, then such Eurodollar Rate
     Loan shall be automatically converted to a Base Rate Loan on the last day
     of the first Interest Period relating thereto. The Administrative Agent
     shall notify the Lenders promptly when any such automatic conversion
     contemplated by this Section 2.7 is scheduled to occur.

            2.7.3. EURODOLLAR RATE LOANS. Any conversion to or from Eurodollar
     Rate Loans shall be in such amounts and be made pursuant to such elections
     so that,

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                                      -22-

     after giving effect thereto, the aggregate principal amount of all
     Eurodollar Rate Loans having the same Interest Period shall not be less
     than $500,000 or a whole multiple of $250,000 in excess thereof. No more
     than four (4) Eurodollar Rate Loans having different Interest Periods may
     be outstanding at any time.

     2.8. FUNDS FOR REVOLVING CREDIT LOAN.

            2.8.1. FUNDING PROCEDURES. Not later than 11:00 a.m. (Boston time)
     on the proposed Drawdown Date of any Revolving Credit Loans, each of the
     Lenders will make available to the Administrative Agent, at the
     Administrative Agent's Office, in immediately available funds, the amount
     of such Lender's Commitment Percentage of the amount of the requested
     Revolving Credit Loans. Upon receipt from each Lender of such amount, and
     upon receipt of the documents required by Sections 11 (only in the case of
     the initial Revolving Credit Loans) and 12 (in the case of any Revolving
     Credit Loan) and the satisfaction of the other conditions set forth
     therein, to the extent applicable, the Administrative Agent will make
     available to the Borrower the aggregate amount of such Revolving Credit
     Loans made available to the Administrative Agent by the Lenders. The
     failure or refusal of any Lender to make available to the Administrative
     Agent at the aforesaid time and place on any Drawdown Date the amount of
     its Commitment Percentage of the requested Revolving Credit Loans shall not
     relieve any other Lender from its several obligation hereunder to make
     available to the Administrative Agent the amount of such other Lender's
     Commitment Percentage of any requested Revolving Credit Loans.

            2.8.2. ADVANCES BY ADMINISTRATIVE AGENT. The Administrative Agent
     may, unless notified to the contrary by any Lender prior to a Drawdown
     Date, assume that such Lender has made available to the Administrative
     Agent on such Drawdown Date the amount of such Lender's Commitment
     Percentage of the Revolving Credit Loans to be made on such Drawdown Date,
     and the Administrative Agent may (but it shall not be required to), in
     reliance upon such assumption, make available to the Borrower a
     corresponding amount. If any Lender makes available to the Administrative
     Agent such amount on a date after such Drawdown Date, such Lender shall pay
     to the Administrative Agent on demand an amount equal to the product of (a)
     the average computed for the period referred to in clause (c) below, of the
     weighted average interest rate paid by the Administrative Agent for federal
     funds acquired by the Administrative Agent during each day included in such
     period, TIMES (b) the amount of such Lender's Commitment Percentage of such
     Revolving Credit Loans, TIMES (c) a fraction, the numerator of which is the
     number of days that elapse from and including such Drawdown Date to the
     date on which the amount of such Lender's Commitment Percentage of such
     Revolving Credit Loans shall become immediately available to the
     Administrative Agent, and the denominator of which is 360. A statement of
     the Administrative Agent submitted to such Lender with respect to any
     amounts owing under this paragraph shall be PRIMA FACIE evidence of the
     amount due and owing to the Administrative Agent by such Lender. If the
     amount of such Lender's Commitment Percentage of such

<Page>

                                      -23-

     Revolving Credit Loans is not made available to the Administrative Agent by
     such Lender within three (3) Business Days following such Drawdown Date,
     the Administrative Agent shall be entitled to recover such amount from the
     Borrower on demand, with interest thereon at the rate per annum applicable
     to the Revolving Credit Loans made on such Drawdown Date.

                   3. REPAYMENT OF THE REVOLVING CREDIT LOANS.

     3.1. MATURITY. The Borrower promises to pay on the Revolving Credit Loan
Maturity Date, and there shall become absolutely due and payable on the
Revolving Credit Loan Maturity Date, all of the Revolving Credit Loans
outstanding on such date, together with any and all accrued and unpaid interest
thereon.

     3.2.  MANDATORY REPAYMENTS.

            3.2.1. GENERAL. If at any time the sum of the outstanding amount of
     the Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid
     Reimbursement Obligations exceeds the Total Commitment at such time, then
     the Borrower shall immediately pay the amount of such excess to the
     Administrative Agent for the respective accounts of the Lenders for
     application: first, to any Unpaid Reimbursement Obligations; second, to the
     Revolving Credit Loans; and third, to provide to the Administrative Agent
     cash collateral for Reimbursement Obligations as contemplated by Section
     4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or
     prepayment of Revolving Credit Loans shall be allocated among the Lenders,
     in proportion, as nearly as practicable, to each Reimbursement Obligation
     or (as the case may be) the respective unpaid principal amount of each
     Lender's Revolving Credit Note, with adjustments to the extent practicable
     to equalize any prior payments or repayments not exactly in proportion.

            3.2.2. PROCEEDS OF CERTAIN EVENTS. Concurrently with the receipt by
     the Borrower or any Subsidiary of Net Cash Equity Issuance Proceeds of the
     Borrower or any of its Subsidiaries, the Borrower shall pay to the
     Administrative Agent for the respective accounts of the Lenders an amount
     equal to one hundred percent (100%) of such proceeds, to be applied to
     reduce the outstanding amount of the Revolving Credit Loans (and, for the
     avoidance of doubt, will not require any mandatory reduction in the Total
     Commitment), PROVIDED, HOWEVER, notwithstanding the foregoing, to the
     extent the Borrower or any Subsidiary receives any Net Cash Equity Issuance
     Proceeds directly from the sale of a Subsidiary which is expressly
     permitted by the terms of this Credit Agreement, the Borrower shall not be
     required to pay such proceeds to the Lenders so long as no Default or Event
     of Default has occurred and is continuing both immediately prior to, and
     immediately after, receiving such Net Cash Equity Issuance Proceeds. Such
     mandatory prepayments shall be allocated among the Lenders in proportion,
     as nearly as practicable, to the respective outstanding amounts of each
     Lender's Revolving Credit Note, with adjustments

<Page>

                                      -24-

     to the extent practicable to equalize any prior prepayments not exactly in
     proportion.

     3.3. OPTIONAL REPAYMENTS OF REVOLVING CREDIT LOANS. The Borrower shall have
the right, at its election, to repay the outstanding amount of the Revolving
Credit Loans, as a whole or in part, at any time without penalty or premium,
PROVIDED that any full or partial prepayment of the outstanding amount of any
Eurodollar Rate Loans pursuant to this Section 3.3 which is made on any date
other than the last day of the Interest Period relating thereto shall be subject
to Section 5.10 hereof. The Borrower shall give the Administrative Agent, no
later than 10:00 a.m., Boston time, at least one (1) Business Days prior written
notice of any proposed prepayment pursuant to this Section 3.3 of Base Rate
Loans, and three (3) Eurodollar Business Days notice of any proposed prepayment
pursuant to this Section 3.3 of Eurodollar Rate Loans, in each case specifying
the proposed date of prepayment of Revolving Credit Loans and the principal
amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans
shall be in an integral multiple of $500,000, shall be accompanied by the
payment of accrued interest on the principal prepaid to the date of prepayment
and shall be applied, in the absence of instruction by the Borrower, first to
the principal of Base Rate Loans and then to the principal of Eurodollar Rate
Loans. Each partial prepayment shall be allocated among the Lenders, in
proportion, as nearly as practicable, to the respective unpaid principal amount
of each Lender's Revolving Credit Note, with adjustments to the extent
practicable to equalize any prior repayments not exactly in proportion.

                              4. LETTERS OF CREDIT.

     4.1. LETTER OF CREDIT COMMITMENTS.

            4.1.1. COMMITMENT TO ISSUE LETTERS OF CREDIT. Subject to the terms
     and conditions hereof and the execution and delivery by the Borrower of a
     letter of credit application on the Administrative Agent's customary form
     (a "LETTER OF CREDIT APPLICATION"), the Administrative Agent on behalf of
     the Lenders and in reliance upon the agreement of the Lenders set forth in
     Section 4.1.4 and upon the representations and warranties of the Borrower
     contained herein, agrees, in its individual capacity, to issue, extend and
     renew for the account of the Borrower one or more standby or documentary
     letters of credit (individually, a "LETTER OF CREDIT"), in such form as may
     be requested from time to time by the Borrower and agreed to by the
     Administrative Agent and in such currency other than Dollars as the
     Borrower may request and which is approved in writing by all of the
     Lenders; PROVIDED, HOWEVER, that, after giving effect to such request, (a)
     the sum of the aggregate Maximum Drawing Amount and all Unpaid
     Reimbursement Obligations shall not exceed the Dollar equivalent of
     $15,000,000 at any one time and (b) the sum of (i) the Maximum Drawing
     Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations,
     and (iii) the amount of all Revolving Credit Loans outstanding shall not
     exceed the Total Commitment at such time.

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                                      -25-

            4.1.2. LETTER OF CREDIT APPLICATIONS. Each Letter of Credit
     Application shall be completed to the satisfaction of the Administrative
     Agent. In the event that any provision of any Letter of Credit Application
     shall be inconsistent with any provision of this Credit Agreement, then the
     provisions of this Credit Agreement shall, to the extent of any such
     inconsistency, govern.

            4.1.3. TERMS OF LETTERS OF CREDIT. Each Letter of Credit issued,
     extended or renewed hereunder shall, among other things, (a) provide for
     the payment of sight drafts for honor thereunder when presented in
     accordance with the terms thereof and when accompanied by the documents
     described therein, and (b) have an expiry date no later than the date which
     is fourteen (14) days (or, if the Letter of Credit is confirmed by a
     confirmer or otherwise provides for one or more nominated persons,
     forty-five (45) days) prior to the Revolving Credit Loan Maturity Date.
     Each Letter of Credit so issued, extended or renewed shall be subject to
     the Uniform Customs and Practice for Documentary Credits (1993 Revision),
     International Chamber of Commerce Publication No. 500 or any successor
     version thereto adopted by the Administrative Agent in the ordinary course
     of its business as a letter of credit issuer and in effect at the time of
     issuance of such Letter of Credit (the "UNIFORM CUSTOMS") or, in the case
     of a standby Letter of Credit, either the Uniform Customs or the
     International Standby Practices (ISP98), International Chamber of Commerce
     Publication No. 590, or any successor code of standby letter of credit
     practices among banks adopted by the Administrative Agent in the ordinary
     course of its business as a standby letter of credit issuer and in effect
     at the time of issuance of such Letter of Credit.

            4.1.4. REIMBURSEMENT OBLIGATIONS OF LENDERS. Each Lender severally
     agrees that it shall be absolutely liable, without regard to the occurrence
     of any Default or Event of Default or any other condition precedent
     whatsoever, to the extent of such Lender's Commitment Percentage, to
     reimburse the Administrative Agent on demand for the amount of each draft
     paid by the Administrative Agent under each Letter of Credit to the extent
     that such amount is not reimbursed by the Borrower pursuant to Section 4.2
     (such agreement for a Lender being called herein the "LETTER OF CREDIT
     PARTICIPATION" of such Lender).

            4.1.5. PARTICIPATIONS OF LENDERS. Each such payment made by a Lender
     shall be treated as the purchase by such Lender of a participating interest
     in the Borrower's Reimbursement Obligation under Section 4.2 in an amount
     equal to such payment. Each Lender shall share in accordance with its
     participating interest in any interest which accrues pursuant to Section
     4.2.

     4.2. REIMBURSEMENT OBLIGATION OF THE BORROWER. In order to induce the
Administrative Agent to issue, extend and renew each Letter of Credit and the
Lenders to participate therein, the Borrower hereby agrees to reimburse or pay
to the Administrative Agent, for the account of the Administrative Agent or (as
the case may be) the Lenders, with respect to each Letter of Credit issued,
extended or renewed by the Administrative Agent hereunder,

<Page>

                                      -26-

            (a)     except as otherwise expressly provided in Section 4.2(b) and
     (c), on each date that any draft presented under such Letter of Credit is
     honored by the Administrative Agent, or the Administrative Agent otherwise
     makes a payment with respect thereto, (i) the amount paid by the
     Administrative Agent under or with respect to such Letter of Credit, and
     (ii) the amount of any taxes, fees, charges or other costs and expenses
     whatsoever incurred by the Administrative Agent or any Lender in connection
     with any payment made by the Administrative Agent or any Lender under, or
     with respect to, such Letter of Credit,

            (b)     upon the reduction (but not termination) of the Total
     Commitment to an amount less than the Maximum Drawing Amount, an amount
     equal to such difference, which amount shall be held by the Administrative
     Agent for the benefit of the Lenders and the Administrative Agent as cash
     collateral for all Reimbursement Obligations, and

            (c)     upon the termination of the Total Commitment, or the
     acceleration of the Reimbursement Obligations with respect to all Letters
     of Credit in accordance with Section 13, an amount equal to the then
     Maximum Drawing Amount on all Letters of Credit, which amount shall be held
     by the Administrative Agent for the benefit of the Lenders and the
     Administrative Agent as cash collateral for all Reimbursement Obligations.

Each such payment shall be made to the Administrative Agent at the
Administrative Agent's Office in immediately available funds. Interest on any
and all amounts remaining unpaid by the Borrower under this Section 4.2 at any
time from the date such amounts become due and payable (whether as stated in
this Section 4.2, by acceleration or otherwise) until payment in full (whether
before or after judgment) shall be payable to the Administrative Agent on demand
at the rate specified in Section 5.11 for overdue principal on the Revolving
Credit Loans.

     4.3. LETTER OF CREDIT PAYMENTS. If any draft shall be presented or other
demand for payment shall be made under any Letter of Credit, the Administrative
Agent shall notify the Borrower of the date and amount of the draft presented or
demand for payment and of the date and time when it expects to pay such draft or
honor such demand for payment. If the Borrower fails to reimburse the
Administrative Agent as provided in Section 4.2 on or before the date that such
draft is paid or other payment is made by the Administrative Agent, the
Administrative Agent may at any time thereafter notify the Lenders of the amount
of any such Unpaid Reimbursement Obligation. No later than 3:00 p.m. (Boston
time) on the Business Day next following the receipt of such notice, each Lender
shall make available to the Administrative Agent, at the Administrative Agent's
Office, in immediately available funds, such Lender's Commitment Percentage of
such Unpaid Reimbursement Obligation, together with an amount equal to the
product of (a) the average, computed for the period referred to in clause (c)
below, of the weighted average interest rate paid by the Administrative Agent
for federal funds acquired by the Administrative Agent during each day included
in such period, TIMES (b) the amount equal to such Lender's Commitment
Percentage of

<Page>

                                      -27-

such Unpaid Reimbursement Obligation, TIMES (c) a fraction, the numerator of
which is the number of days that elapse from and including the date the
Administrative Agent paid the draft presented for honor or otherwise made
payment to the date on which such Lender's Commitment Percentage of such Unpaid
Reimbursement Obligation shall become immediately available to the
Administrative Agent, and the denominator of which is 360. The responsibility of
the Administrative Agent to the Borrower and the Lenders shall be only to
determine that the documents (including each draft) delivered under each Letter
of Credit in connection with such presentment shall be in conformity in all
material respects with such Letter of Credit.

     4.4. OBLIGATIONS ABSOLUTE. The Borrower's obligations under this Section 4
shall be absolute and unconditional under any and all circumstances and
irrespective of the occurrence of any Default or Event of Default or any
condition precedent whatsoever or any setoff, counterclaim or defense to payment
which the Borrower may have or have had against the Administrative Agent, any
Lender or any beneficiary of a Letter of Credit. The Borrower further agrees
with the Administrative Agent and the Lenders that the Administrative Agent and
the Lenders shall not be responsible for, and the Borrower's Reimbursement
Obligations under Section 4.2 shall not be affected by, among other things, the
validity or genuineness of documents or of any endorsements thereon, even if
such documents should in fact prove to be in any or all respects invalid,
fraudulent or forged, or any dispute between or among the Borrower, the
beneficiary of any Letter of Credit or any financing institution or other party
to which any Letter of Credit may be transferred or any claims or defenses
whatsoever of the Borrower against the beneficiary of any Letter of Credit or
any such transferee. The Administrative Agent and the Lenders shall not be
liable for any error, omission, interruption or delay in transmission, dispatch
or delivery of any message or advice, however transmitted, in connection with
any Letter of Credit. The Borrower agrees that any action taken or omitted by
the Administrative Agent or any Lender under or in connection with each Letter
of Credit and the related drafts and documents, if done in good faith, shall be
binding upon the Borrower and shall not result in any liability on the part of
the Administrative Agent or any Lender to the Borrower. Nothing contained in
this Section 4.4 shall in any manner limit or otherwise affect any claims the
Borrower may have against the Administrative Agent arising from the gross
negligence or willful misconduct of the Administrative Agent as the issuer of
any Letter of Credit.

     4.5. RELIANCE BY ISSUER. To the extent not inconsistent with Section 4.4,
the Administrative Agent shall be entitled to rely, and shall be fully protected
in relying upon, any Letter of Credit, draft, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order 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, independent
accountants and other experts selected by the Administrative Agent.

     4.6. LETTER OF CREDIT FEE. The Borrower shall pay a fee (in each case, a
"LETTER OF CREDIT FEE") to the Administrative Agent in respect of each Letter of
Credit in an amount

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                                      -28-

equal to the Applicable Margin per annum with respect to Letter of Credit Fees
of the face amount of such Letter of Credit plus an amount equal to one eighth
of one percent (1/8%) per annum of the face amount of such Letter of Credit
which shall be for the account of the Administrative Agent, as a fronting fee,
and the balance of which Letter of Credit Fee shall be for the accounts of the
Lenders in accordance with their respective Commitment Percentages. Such Letter
of Credit Fees shall be payable quarterly in arrears on the first day of the
calendar quarter for the calendar quarter most recently ended. In respect of
each Letter of Credit, the Borrower shall also pay to the Administrative Agent
for the Administrative Agent's own account, at such other time or times as such
charges are customarily made by the Administrative Agent, the Administrative
Agent's customary issuance, amendment, negotiation or document examination and
other administrative fees as in effect from time to time.

                         5. CERTAIN GENERAL PROVISIONS.

     5.1. CLOSING FEES. The Borrower agrees to pay to the Administrative Agent
on the Closing Date a closing fee (the "CLOSING FEE") as set forth in the Fee
Letter.

     5.2. ADMINISTRATIVE AGENT'S FEE. The Borrower shall pay to the
Administrative Agent, for the Administrative Agent's own account, an
Administrative Agent's fee as set forth in the Fee Letter.

     5.3. FUNDS FOR PAYMENTS.

            5.3.1. PAYMENTS TO ADMINISTRATIVE AGENT. All payments of principal,
     interest, Reimbursement Obligations, Fees and any other amounts due
     hereunder or under any of the other Loan Documents shall be made on the due
     date thereof to the Administrative Agent in Dollars (other than
     Reimbursement Obligations for Letters of Credit issued in a currency other
     than Dollars, which shall be paid in the currency in which such Letter of
     Credit was issued), for the respective accounts of the Lenders and the
     Administrative Agent, at the Administrative Agent's Office or at such other
     place that the Administrative Agent may from time to time designate, in
     each case at or about 11:00 a.m. (Boston, Massachusetts, time or other
     local time at the place of payment) and in immediately available funds.

            5.3.2. NO OFFSET, ETC. All payments by the Borrower hereunder and
     under any of the other Loan Documents shall be made without recoupment,
     setoff or counterclaim and free and clear of and without deduction for any
     taxes, levies, imposts, duties, charges, fees, deductions, withholdings,
     compulsory loans, restrictions or conditions of any nature now or hereafter
     imposed or levied by any jurisdiction or any political subdivision thereof
     or taxing or other authority therein unless the Borrower is compelled by
     law to make such deduction or withholding. Subject to the provisions of
     Section 5.3.3 hereof, if any such obligation is imposed upon the Borrower
     with respect to any amount payable by it hereunder or under any of the
     other Loan Documents, the Borrower will pay to the Administrative Agent,
     for the account of the Lenders or (as the case may be)

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                                      -29-

     the Administrative Agent, on the date on which such amount is due and
     payable hereunder or under such other Loan Document, such additional amount
     in Dollars as shall be necessary to enable the Lenders or the
     Administrative Agent to receive the same net amount which the Lenders or
     the Administrative Agent would have received on such due date had no such
     obligation been imposed upon the Borrower. The Borrower will deliver
     promptly to the Administrative Agent certificates or other valid vouchers
     for all taxes or other charges deducted from or paid with respect to
     payments made by the Borrower hereunder or under such other Loan Document.

            5.3.3. NON-U.S. LENDERS. Each Lender and the Administrative Agent
     that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for
     federal income tax purposes (a "NON-U.S. LENDER") hereby agrees that prior
     to becoming a Lender hereunder, and as and when required by the Code or
     Treasurer Regulations issued pursuant thereto, it shall deliver to the
     Borrower and the Administrative Agent, as applicable, such certificates,
     documents or other evidence, including (a) in the case of a Non-U.S. Lender
     that is a "bank" for purposes of Section 881(c)(3)(A) of the Code, two (2)
     duly completed copies of Internal Revenue Service Form W-8BEN or Form
     W-8ECI and any other certificate or statement of exemption required by
     Treasury Regulations, or any subsequent versions thereof or successors
     thereto, properly completed and duly executed by such Lender or the
     Administrative Agent establishing that with respect to payments of
     principal, interest or fees hereunder it is (i) not subject to United
     States federal withholding tax under the Code because such payment is
     effectively connected with the conduct by such Lender or Administrative
     Agent of a trade or business in the United States or (ii) totally exempt or
     partially exempt from United States federal withholding tax under a
     provision of an applicable tax treaty (but if partially exempt, still will
     not subject the Borrower to any withholding tax hereunder) and (b) in the
     case of a Non-U.S. Lender that is not a "bank" for purposes of Section
     881(c)(3)(A) of the Code, a certificate in form and substance reasonably
     satisfactory to the Administrative Agent and the Borrower and to the effect
     that (i) such Non-U.S. Lender is not a "bank" for purposes of Section
     881(c)(3)(A) of the Code, is not subject to regulatory or other legal
     requirements as a bank in any jurisdiction, and has not been treated as a
     bank for purposes of any tax, securities law or other filing or submission
     made to any governmental authority, any application made to a rating agency
     or qualification for any exemption from any tax, securities law or other
     legal requirements, (ii) is not a ten (10) percent shareholder for purposes
     of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign
     corporation receiving interest from a related person for purposes of
     Section 881(c)(3)(C) of the Code, together with a properly completed
     Internal Revenue Service Form W-8 or W-9, as applicable (or successor
     forms). Each Lender or the Administrative Agent agrees that it shall,
     promptly upon a change of its lending office or the selection of any
     additional lending office, to the extent the forms previously delivered by
     it pursuant to this section are no longer effective, and promptly upon the
     Borrower's or the Administrative Agent's reasonable request after the
     occurrence

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                                      -30-

     of any other event (including the passage of time) requiring the delivery
     of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in
     replacement of the forms previously delivered, deliver to the Borrower and
     the Administrative Agent, as applicable, a properly completed and executed
     Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor
     forms thereto). The Borrower shall not be required to pay any additional
     amounts to any Non-U.S. Lender in respect of United States federal
     withholding tax pursuant to Section 5.3.2 above to the extent that the
     obligation to pay such additional amounts would not have arisen but for a
     failure by such Non-U.S. Lender to comply with the provisions of this
     Section 5.3.3; PROVIDED, HOWEVER, that the foregoing shall not relieve the
     Borrower of its obligation to pay additional amounts pursuant to Section
     5.3.2 in the event that, as a result of any change in any applicable law,
     treaty or governmental rule, regulation or order, or any change in
     interpretation, administration or application thereof, a Non-US Lender that
     was previously entitled to receive all payments under this Credit Agreement
     and the Revolving Credit Notes without deduction or withholding of any
     United States federal income taxes is no longer properly entitled to
     deliver forms, certificates or other evidence at a subsequent date
     establishing the fact that such Lender is not subject to withholding.

     5.4. COMPUTATIONS. All computations of interest on the Loans and of Fees
shall be based on a 360-day year and paid for the actual number of days elapsed.
Except as otherwise provided in the definition of the term "INTEREST PERIOD"
with respect to Eurodollar Rate Loans, whenever a payment hereunder or under any
of the other Loan Documents becomes due on a day that is not a Business Day, the
due date for such payment shall be extended to the next succeeding Business Day,
and interest shall accrue during such extension. The outstanding amount of the
Revolving Credit Loans as reflected on the Records from time to time shall be
considered prima facie evidence of the amounts owing thereunder.

     5.5. INABILITY TO DETERMINE EURODOLLAR RATE. In the event, prior to the
commencement of any Interest Period relating to any Eurodollar Rate Loan, the
Administrative Agent shall determine or be notified by the Required Lenders that
(a) adequate and reasonable methods do not exist for ascertaining the Eurodollar
Rate that would otherwise determine the rate of interest to be applicable to any
Eurodollar Rate Loan during any Interest Period or (b) the Eurodollar Rate
determined or to be determined for such Interest Period will not adequately and
fairly reflect the cost to the Required Lenders of making or maintaining their
Eurodollar Rate Loans during such period, the Administrative Agent shall
forthwith give notice of such determination (which shall be conclusive and
binding on the Borrower and the Lenders) to the Borrower and the Lenders. In
such event (i) any Loan Request or Conversion Request with respect to Eurodollar
Rate Loans shall be automatically withdrawn and shall be deemed a request for
Base Rate Loans, (ii) each Eurodollar Rate Loan will automatically, on the last
day of the then current Interest Period relating thereto, become a Base Rate
Loan, and (iii) the obligations of the Lenders to make Eurodollar Rate Loans
shall be suspended until the Administrative Agent or the Required Lenders
determine that the

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                                      -31-

circumstances giving rise to such suspension no longer exist, whereupon the
Administrative Agent or, as the case may be, the Administrative Agent upon the
instruction of the Required Lenders, shall so notify the Borrower and the
Lenders.

     5.6. ILLEGALITY. Notwithstanding any other provisions herein, if any
present or future law, regulation, treaty or directive or the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Rate Loans, such Lender shall forthwith give notice of such
circumstances to the Borrower and the other Lenders and thereupon (a) the
commitment of such Lender to make Eurodollar Rate Loans or convert Base Rate
Loans to Eurodollar Rate Loans shall forthwith be suspended and (b) such
Lender's Revolving Credit Loans then outstanding as Eurodollar Rate Loans, if
any, shall be converted automatically to Base Rate Loans on the last day of each
Interest Period applicable to such Eurodollar Rate Loans or within such earlier
period as may be required by law. The Borrower hereby agrees promptly to pay the
Administrative Agent for the account of such Lender, upon demand by such Lender,
any additional amounts necessary to compensate such Lender for any costs
incurred by such Lender in making any conversion in accordance with this Section
5.6, including any interest or fees payable by such Lender to lenders of funds
obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder.

     5.7. ADDITIONAL COSTS, ETC. If any present or future applicable law, which
expression, as used herein, includes statutes, rules and regulations thereunder
and interpretations thereof by any competent court or by any governmental or
other regulatory body or official charged with the administration or the
interpretation thereof and requests, directives, instructions and notices at any
time or from time to time hereafter made upon or otherwise issued to any Lender
or the Administrative Agent by any central bank or other fiscal, monetary or
other authority (whether or not having the force of law), shall:

            (a)     subject any Lender or the Administrative Agent to any tax,
     levy, impost, duty, charge, fee, deduction or withholding of any nature
     with respect to this Credit Agreement, the other Loan Documents, any
     Letters of Credit, such Lender's Commitment or the Revolving Credit Loans
     (other than taxes based upon or measured by the income or profits of such
     Lender or the Administrative Agent), or

            (b)     materially change the basis of taxation (except for changes
     in taxes on income or profits) of payments to any Lender of the principal
     of or the interest on any Revolving Credit Loans or any other amounts
     payable to any Lender or the Administrative Agent under this Credit
     Agreement or any of the other Loan Documents, or

            (c)     impose or increase or render applicable (other than to the
     extent specifically provided for elsewhere in this Credit Agreement) any
     special deposit, reserve, assessment, liquidity, capital adequacy or other
     similar requirements (whether or not having the force of law) against
     assets held by, or

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                                      -32-

     deposits in or for the account of, or loans by, or letters of credit issued
     by, or commitments of an office of any Lender, or

            (d)     impose on any Lender or the Administrative Agent any other
     conditions or requirements with respect to this Credit Agreement, the other
     Loan Documents, any Letters of Credit, the Revolving Credit Loans, such
     Lender's Commitment, or any class of loans, letters of credit or
     commitments of which any of the Revolving Credit Loans or such Lender's
     Commitment forms a part, and the result of any of the foregoing is

                    (i)     to increase the cost to any Lender of making,
            funding, issuing, renewing, extending or maintaining any of the
            Revolving Credit Loans or such Lender's Commitment or any Letter of
            Credit, or

                    (ii)    to reduce the amount of principal, interest,
            Reimbursement Obligation or other amount payable to such Lender or
            the Administrative Agent hereunder on account of such Lender's
            Commitment, any Letter of Credit or any of the Revolving Credit
            Loans, or

                    (iii)   to require such Lender or the Administrative Agent
            to make any payment or to forego any interest or Reimbursement
            Obligation or other sum payable hereunder, the amount of which
            payment or foregone interest or Reimbursement Obligation or other
            sum is calculated by reference to the gross amount of any sum
            receivable or deemed received by such Lender or the Administrative
            Agent from the Borrower hereunder,

then, and in each such case, the Borrower will, upon demand made by such Lender
or (as the case may be) the Administrative Agent at any time and from time to
time and as often as the occasion therefor may arise, pay to such Lender or the
Administrative Agent such additional amounts as will be sufficient to compensate
such Lender or the Administrative Agent for such additional cost, reduction,
payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED
that the Borrower shall not be liable to any Lender or the Administrative Agent
for costs incurred more than ninety (90) days prior to receipt by the Borrower
of such demand for payment from such Lender or, as the case may be, the
Administrative Agent, unless such costs were incurred prior to such one hundred
eighty (180) day period as a result of such present or future applicable law
being retroactive to a date which occurred prior to such ninety (90) day period
and such Lender or, as the case may be, the Administrative Agent, has given
notice to the Borrower of the effectiveness of such law within ninety (90) days
after the effective date thereof.

     5.8. CAPITAL ADEQUACY. If after the date hereof any Lender or the
Administrative Agent determines that (a) the adoption of or change in any law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) regarding capital requirements for banks or bank
holding companies or any change in

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                                      -33-

the interpretation or application thereof by a Governmental Authority with
appropriate jurisdiction, or (b) compliance by such Lender or the Administrative
Agent or any corporation controlling such Lender or the Administrative Agent
with any law, governmental rule, regulation, policy, guideline or directive
(whether or not having the force of law) of any such entity regarding capital
adequacy, has the effect of reducing the return on such Lender's or the
Administrative Agent's commitment with respect to any Revolving Credit Loans to
a level below that which such Lender or the Administrative Agent could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or the Administrative Agent's then existing policies with respect
to capital adequacy and assuming full utilization of such entity's capital) by
any amount deemed by such Lender or (as the case may be) the Administrative
Agent to be material, then such Lender or the Administrative Agent may notify
the Borrower of such fact. To the extent that the amount of such reduction in
the return on capital is not reflected in the Base Rate, the Borrower and such
Lender shall thereafter attempt to negotiate in good faith, within thirty (30)
days of the day on which the Borrower receives such notice, an adjustment
payable hereunder that will adequately compensate such Lender in light of these
circumstances. If the Borrower and such Lender are unable to agree to such
adjustment within thirty (30) days of the date on which the Borrower receives
such notice, then commencing on the date of such notice (but not earlier than
the effective date of any such increased capital requirement), the fees payable
hereunder shall increase by an amount that will, in such Lender's reasonable
determination, provide adequate compensation, PROVIDED that the Borrower shall
not be liable to any Lender or the Administrative Agent for costs incurred more
than ninety (90) days prior to receipt by the Borrower of the notice referred to
in the immediately preceding sentence from such Lender or the Administrative
Agent, as the case may be. Each Lender shall allocate such cost increases among
its customers in good faith and on an equitable basis.

     5.9. CERTIFICATE. A certificate setting forth any additional amounts
payable pursuant to Sections 5.7 or 5.8 and a brief explanation of such amounts
which are due, submitted by any Lender or the Administrative Agent to the
Borrower, shall be conclusive, absent manifest error, that such amounts are due
and owing.

     5.10. INDEMNITY. The Borrower agrees to indemnify each Lender and to hold
each Lender harmless from and against any loss, cost or expense (excluding loss
of anticipated profits) that such Lender may sustain or incur as a consequence
of (a) default by the Borrower in payment of the principal amount of or any
interest on any Eurodollar Rate Loans as and when due and payable, including any
such loss or expense arising from interest or fees payable by such Lender to
lenders of funds obtained by it in order to maintain its Eurodollar Rate Loans,
(b) default by the Borrower in making a borrowing or conversion after the
Borrower has given (or is deemed to have given) a Loan Request or a Conversion
Request relating thereto in accordance with Section 2.6 or Section 2.7 or (c)
the making of any payment of a Eurodollar Rate Loan or the making of any
conversion of any such Revolving Credit Loan to a Base Rate Loan on a day that
is not the last day of the applicable Interest Period with respect thereto,
including interest or

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                                      -34-

fees payable by such Lender to lenders of funds obtained by it in order to
maintain any such Revolving Credit Loans.

     5.11.  INTEREST AFTER DEFAULT.

            5.11.1. OVERDUE AMOUNTS. Overdue principal and (to the extent
     permitted by applicable law) interest on the Revolving Credit Loans and all
     other overdue amounts payable hereunder or under any of the other Loan
     Documents shall bear interest compounded monthly and payable on demand at a
     rate per annum equal to two percent (2%) above the rate of interest then
     applicable thereto (or, if no rate of interest is then applicable thereto,
     the Base Rate) until such amount shall be paid in full (after as well as
     before judgment).

            5.11.2. AMOUNTS NOT OVERDUE. During the continuance of a Default or
     an Event of Default the principal of the Revolving Credit Loans not overdue
     shall, until such Default or Event of Default has been cured or remedied or
     such Default or Event of Default has been waived by the Required Lenders
     pursuant to Section 16.12, bear interest at a rate per annum equal to two
     percent (2%) above the rate of interest otherwise applicable to such
     Revolving Credit Loans pursuant to Section 2.5 (or, if no rate of interest
     is then applicable thereto, the Base Rate).

     5.12. REPLACEMENT OF LENDERS. If any Lender (an "AFFECTED LENDER") (a)
makes demand upon the Borrower for (or if the Borrower is otherwise required to
pay) amounts pursuant to Sections 5.7 or 5.8, (b) is unable to make or maintain
Eurodollar Rate Loans as a result of a condition described in Section 5.6 or (c)
defaults in its obligation to make Revolving Credit Loans in accordance with the
terms of this Credit Agreement or purchase any Letter of Credit Participation,
the Borrower may, so long as no Default or Event of Default has occurred and is
then continuing, within ninety (90) days of receipt of such demand, notice (or
the occurrence of such other event causing the Borrower to be required to pay
such compensation or causing Section 5.6 to be applicable), or default, as the
case may be, by notice (a "REPLACEMENT NOTICE") in writing to the Administrative
Agent and such Affected Lender (i) request the Affected Lender to cooperate with
the Borrower in obtaining a replacement Lender satisfactory to the
Administrative Agent and the Borrower (the "REPLACEMENT LENDER"); (ii) request
the non-Affected Lenders to acquire and assume all of the Affected Lender's
Revolving Credit Loans and Commitment as provided herein, but none of such
Lenders shall be under an obligation to do so; or (iii) designate a Replacement
Lender approved by the Administrative Agent, such approval not to be
unreasonably withheld or delayed. If any satisfactory Replacement Lender shall
be obtained, and/or if any one or more of the non-Affected Lenders shall agree
to acquire and assume all of the Affected Lender's Revolving Credit Loans and
Commitment, then such Affected Lender shall assign, in accordance with Section
15, all of its Commitment, Revolving Credit Loans, Letter of Credit
Participations, Revolving Credit Notes and other rights and obligations under
this Credit Agreement and all other Loan Documents to such Replacement Lender or
non-Affected Lenders, as the case may be, in exchange for payment of the
principal amount so assigned and all interest and fees accrued on the amount so
assigned, plus all other Obligations then due and payable to the Affected
Lender; PROVIDED, HOWEVER, that (A) such assignment shall

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                                      -35-

be without recourse, representation or warranty and shall be on terms and
conditions reasonably satisfactory to such Affected Lender and such Replacement
Lender and/or non-Affected Lenders, as the case may be, and (B) prior to any
such assignment, the Borrower shall have paid to such Affected Lender all
amounts properly demanded and unreimbursed under Sections 5.7 and 5.8. Upon the
effective date of such assignment, the Borrower shall issue replacement
Revolving Credit Notes to such Replacement Lender and/or non-Affected Lenders,
as the case may be, and such institution shall become a "Lender" for all
purposes under this Credit Agreement and the other Loan Documents.

                                 6. GUARANTEES.

     6.1. GUARANTEES OF SUBSIDIARIES. The Obligations shall be guaranteed
pursuant to the terms of the Guaranty.

                       7. REPRESENTATIONS AND WARRANTIES.

     The Borrower represents and warrants to the Lenders and the Administrative
Agent as follows:

     7.1. CORPORATE AUTHORITY.

            7.1.1. INCORPORATION; GOOD STANDING. Each of the Borrower and its
     Subsidiaries (a) is a corporation (or similar business entity) duly
     organized, validly existing and, other than Keane Business Trust, is in
     good standing under the laws of its jurisdiction of incorporation or
     formation, (b) has all requisite corporate (or the equivalent company)
     power to own its property and conduct its business as now conducted and as
     presently contemplated, and (c) is in good standing as a foreign
     corporation (or similar business entity) and is duly authorized to do
     business in each jurisdiction where such qualification is necessary except
     where a failure to be so qualified would not have a Material Adverse
     Effect.

            7.1.2. AUTHORIZATION. The execution, delivery and performance of
     this Credit Agreement and the other Loan Documents to which the Borrower or
     any of its Subsidiaries is or is to become a party and the transactions
     contemplated hereby and thereby (a) are within the corporate (or the
     equivalent company) authority of such Person, (b) have been duly authorized
     by all necessary corporate (or the equivalent company) proceedings, (c) do
     not and will not conflict with or result in any breach or contravention of
     any provision of law, statute, rule or regulation to which the Borrower or
     any of its Subsidiaries is subject or any judgment, order, writ,
     injunction, license or permit applicable to the Borrower or any of its
     Subsidiaries and (d) do not conflict with any provision of the Governing
     Documents of, or any agreement or other instrument binding upon, the
     Borrower or any of its Subsidiaries unless any conflict to any agreement or
     other instrument (other than the Governing Documents) could not reasonably
     be expected to have a Material Adverse Effect.

<Page>

                                      -36-

            7.1.3. ENFORCEABILITY. The execution and delivery of this Credit
     Agreement and the other Loan Documents to which the Borrower or any of its
     Subsidiaries is or is to become a party will result in valid and legally
     binding obligations of such Person enforceable against it in accordance
     with the respective terms and provisions hereof and thereof, except as
     enforceability is limited by bankruptcy, insolvency, reorganization,
     moratorium or other laws relating to or affecting generally the enforcement
     of creditors' rights and except to the extent that availability of the
     remedy of specific performance or injunctive relief is subject to the
     discretion of the court before which any proceeding therefor may be
     brought.

     7.2. GOVERNMENTAL APPROVALS. The execution, delivery and performance by the
Borrower and any of its Subsidiaries of this Credit Agreement and the other Loan
Documents to which the Borrower or any of its Subsidiaries is or is to become a
party and the transactions contemplated hereby and thereby do not require the
approval or consent of, or filing with, any governmental agency or authority
other than those already obtained.

     7.3. TITLE TO PROPERTIES; LEASES. Except as indicated on SCHEDULE 7.3
hereto, the Borrower and its Subsidiaries own all of the assets reflected in the
consolidated balance sheet of the Borrower and its Subsidiaries as at the
Balance Sheet Date or acquired since that date (except property and assets sold
or otherwise disposed of in the ordinary course of business since that date or
property and assets sold or otherwise disposed of in accordance with Section
9.5.2. hereof), subject to no Liens or other rights of others, except Permitted
Liens.

     7.4. FINANCIAL STATEMENTS, PROJECTIONS AND SOLVENCY.

            7.4.1. FISCAL YEAR. The Borrower and each of its Subsidiaries has a
     fiscal year which is the twelve months ending on December 31 of each
     calendar year.

            7.4.2. FINANCIAL STATEMENTS. There has been furnished to each of the
     Lenders a consolidated balance sheet of the Borrower and its Subsidiaries
     as at the Balance Sheet Date, and a consolidated statement of income of the
     Borrower and its Subsidiaries for the fiscal year then ended, certified by
     Ernst & Young LLP, together with a consolidated balance sheet of the
     Borrower and its Subsidiaries for the fiscal quarter ended September 30,
     2002, and a consolidated statement of income of the Borrower and its
     Subsidiaries for such fiscal quarter then ended. Each such balance sheet
     and statement of income have been prepared in accordance with GAAP and
     fairly present the financial condition of the Borrower as at the close of
     business on the date thereof and the results of operations for the fiscal
     year or fiscal quarter, as the case may be, then ended (subject to year end
     adjustments in the case of the quarterly statements). There are no
     contingent liabilities of the Borrower or any of its Subsidiaries as of
     such date involving material amounts, known to the officers of the
     Borrower, which were not disclosed in such balance sheet and the notes
     related thereto.

<Page>

                                      -37-

            7.4.3. PROJECTIONS. Copies of the projections of income statements
     of the Borrower and its Subsidiaries on a consolidated basis for the 2003
     to 2005 fiscal years have been delivered to each Lender. To the knowledge
     of the Borrower or any of its Subsidiaries, no facts exist that
     (individually or in the aggregate) would result in any material change in
     any of such projections. The projections are based upon reasonable
     estimates and assumptions, have been prepared on the basis of the
     assumptions stated therein and reflect the reasonable estimates of the
     Borrower and its Subsidiaries of the results of operations and other
     information projected therein.

            7.4.4. SOLVENCY. The Borrower on a consolidating basis, and the
     Borrower and its Subsidiaries, on a consolidated basis, both before and
     after giving effect to the transactions contemplated by this Credit
     Agreement, the other Loan Documents and all contribution arrangements among
     the Borrower and its Subsidiaries (a) are solvent, (b) the fair value of
     the property of such Person(s) exceeds its or their total liabilities
     (including contingent liabilities but without duplication of any underlying
     liability related thereto), (c) the present fair saleable value on a going
     concern basis of the assets of such Person(s) is not less than the amount
     required to pay its or their probable liabilities on its or their debts as
     they become absolute and mature, (d) do(es) not intend to, and do(es) not
     believe that it or they will, incur debts or liabilities beyond its or
     their ability to pay as such debts and liabilities mature, and (e) is or
     are not engaged, and is or are not about to engage, in business or a
     transaction for which its or their property would constitute unreasonably
     small capital.

     7.5. NO MATERIAL ADVERSE CHANGES, ETC. Since the Balance Sheet Date there
has been no event or occurrence which has had a Material Adverse Effect. Since
the Balance Sheet Date, the Borrower has not made any Restricted Payments.

     7.6. FRANCHISES, PATENTS, COPYRIGHTS, ETC. The Borrower and each of its
Subsidiaries possesses all franchises, patents, copyrights, trademarks, trade
names, licenses and permits, and rights in respect of the foregoing, adequate
for the conduct of its business substantially as now conducted without known
conflict with any rights of others.

     7.7. LITIGATION. Except as set forth in SCHEDULE 7.7 hereto, there are no
actions, suits, proceedings or investigations of any kind pending or threatened
against the Borrower or any of its Subsidiaries before any Governmental
Authority, that, (a) if adversely determined, could reasonably be expected to,
either in any case or in the aggregate, (i) have a Material Adverse Effect or
(ii) materially impair the right of the Borrower and its Subsidiaries,
considered as a whole, to carry on business substantially as now conducted by
them, or result in any substantial liability not adequately covered by
insurance, or for which adequate reserves are not maintained on the consolidated
balance sheet of the Borrower and its Subsidiaries, or (b) which question the
validity of this Credit Agreement or any of the other Loan Documents, or any
action taken or to be taken pursuant hereto or thereto.

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                                      -38-

     7.8. NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Borrower nor any of
its Subsidiaries is subject to any Governing Document or other legal
restriction, or any judgment, decree, order, law, statute, rule or regulation
that has or is expected in the future to have a Material Adverse Effect. Neither
the Borrower nor any of its Subsidiaries is a party to any contract or agreement
that has or is expected, in the judgment of the Borrower's officers, to have any
Material Adverse Effect.

     7.9. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. Neither the Borrower nor
any of its Subsidiaries is in violation of any provision of its Governing
Documents, or any agreement or instrument to which it may be subject or by which
it or any of its properties may be bound or any decree, order, judgment,
statute, license, rule or regulation, in any of the foregoing cases in a manner
that could result in the imposition of substantial penalties or have a Material
Adverse Effect.

     7.10. TAX STATUS. The Borrower and its Subsidiaries (a) have made or filed
all federal, state and foreign income and all other tax returns, reports and
declarations required by any jurisdiction to which any of them is subject except
where the failure to so file could not reasonably be expected to have a Material
Adverse Effect, (b) have paid all taxes and other governmental assessments and
charges shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and by appropriate proceedings and
(c) have set aside on their books provisions reasonably adequate for the payment
of all taxes for periods subsequent to the periods to which such returns,
reports or declarations apply. There are no unpaid taxes in any material amount
claimed to be due by the taxing authority of any jurisdiction, and none of the
officers of the Borrower know of any basis for any such claim.

     7.11. NO EVENT OF DEFAULT. No Default or Event of Default has occurred and
is continuing.

     7.12. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. Neither the Borrower nor
any of its Subsidiaries is a "HOLDING COMPANY", or a "SUBSIDIARY COMPANY" of a
"HOLDING COMPANY", or an "AFFILIATE" of a "HOLDING COMPANY", as such terms are
defined in the Public Utility Holding Company Act of 1935; nor is it an
"INVESTMENT COMPANY", or an "AFFILIATED COMPANY" or a "PRINCIPAL UNDERWRITER" of
an "INVESTMENT COMPANY", as such terms are defined in the Investment Company Act
of 1940.

     7.13. ABSENCE OF FINANCING STATEMENTS, ETC. Except with respect to
Permitted Liens, there is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or recorded with any
filing records, registry or other public office, that purports to cover, affect
or give notice of any present or possible future Lien on any assets or property
of the Borrower or any of its Subsidiaries or any rights relating thereto other
than financing statements on record on the Closing Date which relate to
obligations of the Borrower or any Subsidiary which have been paid in full and
otherwise terminated and in which the Borrower has provided the Administrative
Agent with evidence of such satisfaction and termination.

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                                      -39-

     7.14. INSURANCE. The Borrower and each of its Subsidiaries maintain, with
financially sound and reputable insurers, insurance with respect to its
properties and businesses against such casualties and contingencies as are in
accordance with sound business practices.

     7.15. CERTAIN TRANSACTIONS. Except for arm's length transactions pursuant
to which the Borrower or any of its Subsidiaries makes payments in the ordinary
course of business upon terms no less favorable than the Borrower or such
Subsidiary could obtain from third parties, none of the officers, directors, or
employees of the Borrower or any of its Subsidiaries is presently a party to any
transaction with the Borrower or any of its Subsidiaries (other than for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Borrower, any corporation, partnership, trust or other entity
in which any officer, director, or any such employee has a substantial interest
or is an officer, director, trustee or partner.

     7.16. EMPLOYEE BENEFIT PLANS.

            7.16.1. IN GENERAL. Each Employee Benefit Plan and each Guaranteed
     Pension Plan has been maintained and operated in compliance in all material
     respects with the provisions of ERISA and all Applicable Pension
     Legislation and, to the extent applicable, the Code, including but not
     limited to the provisions thereunder respecting prohibited transactions and
     the bonding of fiduciaries and other persons handling plan funds as
     required by Section 412 of ERISA. The Borrower has heretofore delivered to
     the Administrative Agent the most recently completed annual report, Form
     5500, with all required attachments, and actuarial statement required to be
     submitted under Section 103(d) of ERISA, with respect to each Guaranteed
     Pension Plan.

            7.16.2. TERMINABILITY OF WELFARE PLANS. No Employee Benefit Plan,
     which is an employee welfare benefit plan within the meaning of Section
     3(1) or Section 3(2)(B) of ERISA, provides benefit coverage subsequent to
     termination of employment, except as required by Title I, Part 6 of ERISA
     or the applicable state insurance laws. The Borrower may terminate each
     such Plan at any time (or at any time subsequent to the expiration of any
     applicable bargaining agreement) in the discretion of the Borrower without
     liability to any Person other than for claims arising prior to termination.

            7.16.3. GUARANTEED PENSION PLANS. Each contribution required to be
     made to a Guaranteed Pension Plan, whether required to be made to avoid the
     incurrence of an accumulated funding deficiency, the notice or lien
     provisions of Section 302(f) of ERISA, or otherwise, has been timely made.
     No waiver of an accumulated funding deficiency or extension of amortization
     periods has been received with respect to any Guaranteed Pension Plan, and
     neither the Borrower nor any ERISA Affiliate is obligated to or has posted
     security in connection with

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                                      -40-

     an amendment to a Guaranteed Pension Plan pursuant to Section 307 of ERISA
     or Section 401(a)(29) of the Code. No liability to the PBGC (other than
     required insurance premiums, all of which have been paid) has been incurred
     by the Borrower or any ERISA Affiliate with respect to any Guaranteed
     Pension Plan and there has not been any ERISA Reportable Event (other than
     an ERISA Reportable Event as to which the requirement of 30 days notice has
     been waived), or any other event or condition which presents a material
     risk of termination of any Guaranteed Pension Plan by the PBGC. Based on
     the latest valuation of each Guaranteed Pension Plan (which in each case
     occurred within twelve months of the date of this representation), and on
     the actuarial methods and assumptions employed for that valuation, the
     aggregate benefit liabilities of all such Guaranteed Pension Plans within
     the meaning of Section 4001 of ERISA did not exceed the aggregate value of
     the assets of all such Guaranteed Pension Plans, disregarding for this
     purpose the benefit liabilities and assets of any Guaranteed Pension Plan
     with assets in excess of benefit liabilities.

            7.16.4. MULTI-EMPLOYER PLANS. Neither the Borrower nor any ERISA
     Affiliate has incurred any material liability (including secondary
     liability) to any Multi-employer Plan as a result of a complete or partial
     withdrawal from such Multi-employer Plan under Section 4201 of ERISA or as
     a result of a sale of assets described in Section 4204 of ERISA. Neither
     the Borrower nor any ERISA Affiliate has been notified that any
     Multi-employer Plan is in reorganization or insolvent under and within the
     meaning of Section 4241 or Section 4245 of ERISA or is at risk of entering
     reorganization or becoming insolvent, or that any Multi-employer Plan
     intends to terminate or has been terminated under Section 4041A of ERISA.

     7.17. USE OF PROCEEDS.

            7.17.1. GENERAL. The proceeds of the Revolving Credit Loans shall be
     used for working capital and general corporate purposes (including, without
     limitation, financing all or a portion of a Permitted Acquisition). The
     Borrower will obtain Letters of Credit solely for working capital and
     general corporate purposes.

            7.17.2. REGULATIONS U AND X. No portion of any Revolving Credit Loan
     is to be used, and no portion of any Letter of Credit is to be obtained,
     for the purpose of purchasing or carrying any "MARGIN SECURITY" or "MARGIN
     STOCK" (as such terms are used in Regulations U and X of the Board of
     Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224)
     unless the purchasing or carrying of any such margin security or margin
     stock would not violate such Regulations U and/or X.

            7.17.3. INELIGIBLE SECURITIES. No portion of the proceeds of any
     Revolving Credit Loans is to be used, and no portion of any Letter of
     Credit is to be obtained, for the purpose of knowingly purchasing, or
     providing credit support for the purchase of, during the underwriting or
     placement period or

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                                      -41-

     within thirty (30) days thereafter, any Ineligible Securities underwritten
     or privately placed by a Financial Affiliate.

     7.18. ENVIRONMENTAL COMPLIANCE. The Borrower has taken all reasonably
necessary steps to investigate the past and present condition and usage of the
Real Estate and the operations conducted by the Borrower, its Subsidiaries or
any of its agents thereon and, based upon such diligent investigation, has
determined that:

            (a)     none of the Borrower, its Subsidiaries or any operator of
     the Real Estate or any operations thereon is in violation, or alleged
     violation, of any judgment, decree, order, law, license, rule or regulation
     pertaining to environmental matters, including without limitation, those
     arising under the Resource Conservation and Recovery Act ("RCRA"), the
     Comprehensive Environmental Response, Compensation and Liability Act of
     1980 as amended ("CERCLA"), the Superfund Amendments and Reauthorization
     Act of 1986 ("SARA"), the Federal Clean Water Act, the Federal Clean Air
     Act, the Toxic Substances Control Act, or any state, local or foreign law,
     statute, regulation, ordinance, order or decree relating to health, safety
     or the environment (hereinafter "ENVIRONMENTAL LAWS"), which violation
     would have a Material Adverse Effect;

            (b)     neither the Borrower nor any of its Subsidiaries has
     received notice from any third party including, without limitation, any
     Governmental Authority, (i) that any one of them has been identified by the
     United States Environmental Protection Agency ("EPA") as a potentially
     responsible party under CERCLA with respect to a site listed on the
     National Priorities List, 40 C.F.R. Part 300 Appendix B; (ii) that any
     hazardous waste, as defined by 42 U.S.C. Section 6903(5), any hazardous
     substances as defined by 42 U.S.C. Section 9601(14), any pollutant or
     contaminant as defined by 42 U.S.C. Section 9601(33) and any toxic
     substances, oil or hazardous materials or other chemicals or substances
     regulated by any Environmental Laws ("HAZARDOUS SUBSTANCES") which any one
     of them has generated, transported or disposed of has been found at any
     site at which a Governmental Authority has conducted or has ordered that
     the Borrower or any of its Subsidiaries conduct a remedial investigation,
     removal or other response action pursuant to any Environmental Law; or
     (iii) that it is or shall be a named party to any claim, action, cause of
     action, complaint, or legal or administrative proceeding (in each case,
     contingent or otherwise) arising out of any third party's incurrence of
     costs, expenses, losses or damages of any kind whatsoever in connection
     with the release of Hazardous Substances which, in each case, could
     reasonably be expected to have a Material Adverse Effect;

            (c)     except as set forth on SCHEDULE 7.18 attached hereto: (i) no
     portion of the Real Estate has been used for the handling, processing,
     storage or disposal of Hazardous Substances except in accordance with
     applicable Environmental Laws or where the noncompliance with such
     Environmental Laws could not reasonably be expected to have a Material
     Adverse Effect; and no underground tank or other underground storage
     receptacle for Hazardous Substances is

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                                      -42-

     located on any portion of the Real Estate; (ii) in the course of any
     activities conducted by the Borrower, its Subsidiaries or operators of its
     properties, no Hazardous Substances have been generated or are being used
     on the Real Estate except in accordance with applicable Environmental Laws
     or where the noncompliance with such Environmental Laws could not
     reasonably be expected to have a Material Adverse Effect; (iii) there have
     been no releases (i.e. any past or present releasing, spilling, leaking,
     pumping, pouring, emitting, emptying, discharging, injecting, escaping,
     disposing or dumping) or threatened releases of Hazardous Substances on,
     upon, into or from the properties of the Borrower or its Subsidiaries,
     which releases would have a material adverse effect on the value of any of
     the Real Estate or adjacent properties or the environment; (iv) to the best
     of the Borrower's knowledge, there have been no releases on, upon, from or
     into any real property in the vicinity of any of the Real Estate which,
     through soil or groundwater contamination, may have come to be located on,
     and which would have a material adverse effect on the value of, the Real
     Estate; and (v) in addition, any Hazardous Substances that have been
     generated on any of the Real Estate have been transported offsite only by
     carriers having an identification number issued by the EPA (or the
     equivalent thereof in any foreign jurisdiction), treated or disposed of
     only by treatment or disposal facilities maintaining valid permits as
     required under applicable Environmental Laws, which transporters and
     facilities have been and are, to the best of the Borrower's knowledge,
     operating in compliance with such permits and applicable Environmental
     Laws; and

            (d)     none of the Borrower and its Subsidiaries, or any of the
     Real Estate is subject to any applicable Environmental Law requiring the
     performance of Hazardous Substances site assessments, or the removal or
     remediation of Hazardous Substances, or the giving of notice to any
     Governmental Authority or the recording or delivery to other Persons of an
     environmental disclosure document or statement by virtue of the
     transactions set forth herein and contemplated hereby, or as a condition to
     the effectiveness of any other transactions contemplated hereby.

     7.19. SUBSIDIARIES, ETC. SCHEDULE 7.19(a) (as the same may be amended from
time to time in accordance with Section 8.13 hereof) sets forth the only
Subsidiaries of the Borrower. Except as set forth on SCHEDULE 7.19(b) hereto,
neither the Borrower nor any Subsidiary of the Borrower is engaged in any joint
venture or partnership with any other Person. The jurisdiction of
incorporation/formation and principal place of business of each Subsidiary of
the Borrower is listed on SCHEDULE 7.19(a) hereto.

     7.20. DISCLOSURE. None of this Credit Agreement or any of the other Loan
Documents contains any untrue statement of a material fact or omits to state a
material fact (known to the Borrower or any of its Subsidiaries in the case of
any document or information not furnished by it or any of its Subsidiaries)
necessary in order to make the statements herein or therein not misleading.
There is no fact known to the Borrower or any of its Subsidiaries which has a
Material Adverse Effect, or which is reasonably likely

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                                      -43-

in the future to have a Material Adverse Effect, exclusive of effects resulting
from changes in general economic conditions, legal standards or regulatory
conditions.

                            8. AFFIRMATIVE COVENANTS.

     The Borrower covenants and agrees that, so long as any Revolving Credit
Loan, Unpaid Reimbursement Obligation, Letter of Credit or Revolving Credit Note
is outstanding or any Lender has any obligation to make any Revolving Credit
Loans or the Administrative Agent has any obligation to issue, extend or renew
any Letters of Credit:

     8.1. PUNCTUAL PAYMENT. The Borrower will duly and punctually pay or cause
to be paid the principal and interest on the Revolving Credit Loans, all
Reimbursement Obligations, the Letter of Credit Fees, the commitment fees, the
Administrative Agent's fee and all other amounts provided for in this Credit
Agreement and the other Loan Documents to which the Borrower or any of its
Subsidiaries is a party, all in accordance with the terms of this Credit
Agreement and such other Loan Documents.

     8.2. MAINTENANCE OF OFFICE. The Borrower will maintain its chief executive
office in Boston, Massachusetts, or at such other place in the United States of
America as the Borrower shall designate upon written notice to the
Administrative Agent, where notices, presentations and demands to or upon the
Borrower in respect of the Loan Documents to which the Borrower is a party may
be given or made.

     8.3. RECORDS AND ACCOUNTS. The Borrower will (a) keep, and cause each of
its Subsidiaries to keep, true and accurate records and books of account in
which full, true and correct entries will be made in accordance with GAAP, (b)
maintain adequate accounts and reserves for all taxes (including income taxes),
depreciation, depletion, obsolescence and amortization of its properties and the
properties of its Subsidiaries, contingencies, and other reserves, and (c) at
all times engage Ernst & Young LLP or other nationally recognized independent
certified public accountants as the independent certified public accountants of
the Borrower and its Subsidiaries and will not permit more than thirty (30) days
to elapse between the cessation of such firm's (or any successor firm's)
engagement as the independent certified public accountants of the Borrower and
its Subsidiaries and the appointment in such capacity of a successor firm.

     8.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The Borrower will
deliver to each of the Lenders:

            (a)     as soon as practicable, but in any event not later than
     ninety (90) days after the end of each fiscal year of the Borrower, the
     consolidated balance sheet of the Borrower and its Subsidiaries as at the
     end of such year, and the related consolidated statement of income and
     consolidated statement of cash flow, each setting forth in comparative form
     the figures for the previous fiscal year and all such consolidated
     statements to be in reasonable detail, prepared in accordance with GAAP,
     and certified, without qualification and without an expression of
     uncertainty as to the ability of the Borrower or any of its

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                                      -44-

     Subsidiaries to continue as going concerns, by Ernst & Young LLP or by
     other independent certified public accountants reasonably satisfactory to
     the Administrative Agent;

            (b)     as soon as practicable, but in any event not later than
     forty-five (45) days after the end of each of the fiscal quarters of the
     Borrower, copies of the unaudited consolidated balance sheet of the
     Borrower and its Subsidiaries as at the end of such quarter, and the
     related consolidated statement of income and consolidated statement of cash
     flow for the portion of the Borrower's fiscal year then elapsed, all in
     reasonable detail and prepared in accordance with GAAP, together with a
     certification by the principal financial or accounting officer of the
     Borrower that the information contained in such financial statements fairly
     presents the financial position of the Borrower and its Subsidiaries on the
     date thereof (subject to year-end adjustments);

            (c)     simultaneously with the delivery of the financial statements
     referred to in subsections (a) and (b) above, a statement certified by the
     principal financial or accounting officer of the Borrower in substantially
     the form of EXHIBIT C hereto (a "COMPLIANCE CERTIFICATE") and setting forth
     in reasonable detail computations evidencing compliance with the covenants
     contained in Section 10 and (if applicable) reconciliations to reflect
     changes in GAAP since the Balance Sheet Date;

            (d)     contemporaneously with the filing or mailing thereof, copies
     of all material of a financial nature filed with the Securities and
     Exchange Commission or sent to the stockholders of the Borrower;

            (e)     from time to time upon request of the Administrative Agent,
     projections of the Borrower and its Subsidiaries updating those projections
     delivered to the Lenders and referred to in Section 7.4.3 or, if
     applicable, updating any later such projections delivered in response to a
     request pursuant to this Section 8.4(e); and

            (f)     from time to time such other financial data and information
     as the Administrative Agent or any Lender may reasonably request.

     8.5. NOTICES.

            8.5.1. DEFAULTS. The Borrower will promptly notify the
     Administrative Agent and each of the Lenders in writing of the occurrence
     of any Default or Event of Default, together with a reasonably detailed
     description thereof, and the actions the Borrower proposes to take with
     respect thereto. If any Person shall give any notice or take any other
     action in respect of a claimed default under this Credit Agreement or any
     other note, evidence of indebtedness, indenture or other obligation to
     which or with respect to which the Borrower or any of its Subsidiaries is a
     party or obligor, whether as principal, guarantor, surety or otherwise, to
     the extent such claimed default would constitute an Event of

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                                      -45-

     Default hereunder if such claim were accurate, the Borrower shall forthwith
     give written notice thereof to the Administrative Agent and each of the
     Lenders, describing the notice or action and the nature of the claimed
     default.

            8.5.2. ENVIRONMENTAL EVENTS. The Borrower will promptly give notice
     to the Administrative Agent and each of the Lenders (a) of any violation of
     any Environmental Law that the Borrower or any of its Subsidiaries reports
     in writing or is reportable by such Person in writing (or for which any
     written report supplemental to any oral report is made) to any Governmental
     Authority and (b) upon becoming aware thereof, of any inquiry, proceeding,
     investigation, or other action, including a notice from any agency of
     potential environmental liability, of any Governmental Authority that could
     have a Material Adverse Effect.

            8.5.3. NOTIFICATION OF CLAIM AGAINST ASSETS. The Borrower will,
     immediately upon becoming aware thereof, notify the Administrative Agent
     and each of the Lenders in writing of any setoff, claims (including, with
     respect to the Real Estate, environmental claims), withholdings or other
     defenses to which any of the Borrower's assets are subject if such setoff,
     claim, withholding or defense could reasonably be expected to have a
     Material Adverse Effect.

            8.5.4. NOTICE OF LITIGATION AND JUDGMENTS. The Borrower will, and
     will cause each of its Subsidiaries to, give notice to the Administrative
     Agent and each of the Lenders in writing within fifteen (15) days of
     becoming aware of any litigation or proceedings threatened in writing or
     any pending litigation and proceedings affecting the Borrower or any of its
     Subsidiaries or to which the Borrower or any of its Subsidiaries is or
     becomes a party involving an uninsured claim against the Borrower or any of
     its Subsidiaries that could reasonably be expected to have a Material
     Adverse Effect on the Borrower or any of its Subsidiaries and stating the
     nature and status of such litigation or proceedings. The Borrower will, and
     will cause each of its Subsidiaries to, give notice to the Administrative
     Agent and each of the Lenders, in writing, in form and detail satisfactory
     to the Administrative Agent, within ten (10) days of any judgment not
     covered by insurance, final or otherwise, against the Borrower or any of
     its Subsidiaries in an amount in excess of $1,000,000.

     8.6. LEGAL EXISTENCE; MAINTENANCE OF PROPERTIES. The Borrower will do or
cause to be done all things necessary to preserve and keep in full force and
effect its legal existence, rights and franchises and those of its Subsidiaries
and will not, and will not cause or permit any of its Subsidiaries to, convert
to a limited liability company or a limited liability partnership. It (a) will
cause all of its properties and those of its Subsidiaries used or useful in the
conduct of its business or the business of its Subsidiaries to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment, (b) will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Borrower may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times, and (c)
will, and

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                                      -46-

will cause each of its Subsidiaries to, continue to engage primarily in the
businesses now conducted by them and in related businesses; PROVIDED that
nothing in this Section 8.6 shall prevent the Borrower from discontinuing the
operation and maintenance of any of its properties or any of those of its
Subsidiaries if such discontinuance is, in the judgment of the Borrower,
desirable in the conduct of its or their business and that do not in the
aggregate have a Material Adverse Effect.

     8.7. INSURANCE. The Borrower will, and will cause each of its Subsidiaries
to, maintain with financially sound and reputable insurers insurance with
respect to its properties and business against such casualties and contingencies
as shall be in accordance with the general practices of businesses engaged in
similar activities in similar geographic areas and in amounts, containing such
terms, in such forms and for such periods as may be reasonable and prudent.

     8.8. TAXES. The Borrower will, and will cause each of its Subsidiaries to,
duly pay and discharge, or cause to be paid and discharged, before the same
shall become overdue, all taxes, assessments and other governmental charges
imposed upon it and its Real Estate, sales and activities, or any part thereof,
or upon the income or profits therefrom, as well as all claims for labor,
materials, or supplies that if unpaid might by law become a Lien or charge upon
any of its property; PROVIDED that any such tax, assessment, charge, levy or
claim need not be paid if the validity or amount thereof shall currently be
contested in good faith by appropriate proceedings and if the Borrower or such
Subsidiary shall have set aside on its books adequate reserves with respect
thereto; and PROVIDED FURTHER that the Borrower and each Subsidiary of the
Borrower will pay all such taxes, assessments, charges, levies or claims
forthwith upon the commencement of proceedings to foreclose any Lien that may
have attached as security therefor.

     8.9. INSPECTION RIGHTS. No more frequently than once each calendar year, or
more frequently as determined by the Administrative Agent if an Event of Default
shall have occurred and be continuing, the Borrower shall permit the Lenders,
through the Administrative Agent or any of the Lenders' other designated
representatives, to visit and inspect any of the properties of the Borrower or
any of its Subsidiaries, to examine the books of account of the Borrower and its
Subsidiaries (and to make copies thereof and extracts therefrom), and to discuss
the affairs, finances and accounts of the Borrower and its Subsidiaries with,
and to be advised as to the same by, its and their officers, all at such
reasonable times and intervals and, so long as no Event of Default has occurred
and is continuing, upon prior written notice by the Administrative Agent, as the
Administrative Agent or any Lender may reasonably request.

     8.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. The Borrower
will, and will cause each of its Subsidiaries to, comply with (a) the applicable
laws and regulations wherever its business is conducted, including all
Environmental Laws, except where the failure to so comply could not reasonably
be expected to have a Material Adverse Effect (b) the provisions of its
Governing Documents except where the failure to so comply could not reasonably
be expected to have a Material Adverse Effect, (c) all agreements and
instruments by which it or any of its properties may be bound, except where the
failure to so comply could not reasonably be expected to have a

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                                      -47-

Material Adverse Effect and (d) all applicable decrees, orders, and judgments,
except where the failure to so comply could not reasonably be expected to have a
Material Adverse Effect. If any authorization, consent, approval, permit or
license from any officer, agency or instrumentality of any government shall
become necessary or required in order that the Borrower or any of its
Subsidiaries may fulfill any of its obligations hereunder or any of the other
Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower
will, or (as the case may be) will cause such Subsidiary to, immediately take or
cause to be taken all reasonable steps within the power of the Borrower or such
Subsidiary to obtain such authorization, consent, approval, permit or license
and furnish the Administrative Agent and the Lenders with evidence thereof.

     8.11. EMPLOYEE BENEFIT PLANS. The Borrower will (a) promptly upon filing
the same with the Department of Labor or Internal Revenue Service, furnish to
the Administrative Agent a copy of the most recent actuarial statement required
to be submitted under Section 103(d) of ERISA and Annual Report, Form 5500, with
all required attachments, in respect of each Guaranteed Pension Plan, (b)
promptly upon receipt or dispatch, furnish to the Administrative Agent any
notice, report or demand sent or received in respect of a Guaranteed Pension
Plan under Sections 302, 4041, 4042, 4043, 4063, 4065, 4066 and 4068 of ERISA,
or in respect of a Multi-employer Plan, under Sections 4041A, 4202, 4219, 4242,
or 4245 of ERISA and (c) promptly furnish to the Administrative Agent a copy of
all actuarial statements required to be submitted under all Applicable Pension
Legislation.

     8.12. USE OF PROCEEDS. The Borrower will use the proceeds of the Revolving
Credit Loans and obtain Letters of Credit solely for the purposes set forth in
Section 7.17.1.

     8.13. ADDITIONAL SUBSIDIARIES. If, after the Closing Date, the Borrower or
any of its Subsidiaries creates or acquires, either directly or indirectly, any
Subsidiary, it will immediately notify the Administrative Agent of such creation
or acquisition, as the case may be, and provide the Administrative Agent and the
Lenders with an updated SCHEDULE 7.18(a) hereto and take all other action
required by Section 8.14.

     8.14. NEW GUARANTORS. The Borrower will cause each Domestic Subsidiary
created, acquired or otherwise existing on or after the Closing Date to
immediately become a Guarantor hereunder and shall cause such Subsidiary to
execute and deliver to the Administrative Agent, for the benefit of the
Administrative Agent and the Lenders, a Guaranty and certified copies of such
Subsidiary's Governing Documents, together with legal opinions in form and
substance satisfactory to the Administrative Agent opining as to authorization,
validity and enforceability of such Guaranty.

     8.15. AMENDMENTS TO GOVERNING DOCUMENTS. The Borrower will, and will cause
each of its Subsidiaries to, promptly furnish to the Administrative Agent any
amendment, supplement or modification to any of such Person's Governing
Documents permitted by Section 9.12.

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                                      -48-

     8.16. FURTHER ASSURANCES. The Borrower will, and will cause each of its
Subsidiaries to, cooperate with the Lenders and the Administrative Agent and
execute such further instruments and documents as the Lenders or the
Administrative Agent shall reasonably request to carry out to their reasonable
satisfaction the transactions contemplated by this Credit Agreement and the
other Loan Documents.

                         9. CERTAIN NEGATIVE COVENANTS.

     The Borrower covenants and agrees that, so long as any Revolving Credit
Loan, Unpaid Reimbursement Obligation, Letter of Credit or Revolving Credit Note
is outstanding or any Lender has any obligation to make any Revolving Credit
Loans or the Administrative Agent has any obligations to issue, extend or renew
any Letters of Credit:

     9.1. RESTRICTIONS ON INDEBTEDNESS. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume, guarantee or be or
remain liable, contingently or otherwise, with respect to any Indebtedness other
than:

            (a)     Indebtedness to the Lenders and the Administrative Agent
     arising under any of the Loan Documents;

            (b)     endorsements for collection, deposit or negotiation and
     warranties of products or services, in each case incurred in the ordinary
     course of business;

            (c)     Indebtedness incurred in connection with the acquisition
     after the date hereof of any real or personal property by the Borrower or
     such Subsidiary or under any Capitalized Lease, PROVIDED that the aggregate
     principal amount of such Indebtedness of the Borrower and its Subsidiaries
     shall not exceed the aggregate amount of $2,500,000 at any one time;

            (d)     Indebtedness in respect of Hedging Agreements so long as
     such arrangements are in the ordinary course of business and are not for
     speculative purposes;

            (e)     Indebtedness existing on the date hereof and listed and
     described on SCHEDULE 9.1 hereto;

            (f)     Indebtedness of (i) a Guarantor to the Borrower, so long as
     such Person is a Guarantor hereunder and remains a Subsidiary of the
     Borrower; (ii) the Borrower to a Guarantor, so long as such Guarantor
     remains a Subsidiary of the Borrower; and (iii) a Subsidiary which is not a
     Guarantor to another Subsidiary which is also not a Guarantor;

            (g)     Indebtedness of the Borrower or any Guarantor to any
     Subsidiary which is not a Guarantor consisting of an intercompany loan so
     long as (i) the aggregate amount of all such Indebtedness under this
     Section 9.1(g) does not exceed $10,000,000 at any time; and (ii) the
     payment obligations thereunder are

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                                      -49-

     subordinated to the prior payment in full in cash of all Obligations
     pursuant to subordination terms acceptable to the Administrative Agent;

            (h)     Indebtedness of a Subsidiary which is not a Guarantor to the
     Borrower or a Guarantor so long as the aggregate amount of all such
     Indebtedness under this Section 9.1(h) does not exceed $10,000,000 at any
     time;

            (i)     third party Indebtedness of the Borrower or any Subsidiary
     incurred or assumed in connection with any Permitted Acquisition
     (including, without limitation, Indebtedness consisting of earnout
     arrangements) so long as the aggregate amount of all such Indebtedness
     under this Section 9.1(i) does not exceed $10,000,000 at any time;

            (j)     Indebtedness of the Borrower and any Subsidiary incurred in
     connection with the issuance by a financial institution (other than the
     Administrative Agent) of a letter of credit or other bank guarantee in a
     currency other than Dollars for the account of the Borrower or such
     Subsidiary, so long as (i) the Borrower had, prior to incurrence such
     Indebtedness, requested that such letter of credit be issued under this
     Credit Agreement in a currency other than Dollars and the Lenders did not
     approve such currency; and (ii) the aggregate amount of all such
     Indebtedness under this Section 9.1(j) does not exceed $2,500,000 at any
     time; and

            (k)     any extension, renewal, refunding, refinancing or
     replacement of the Indebtedness permitted under clauses (c), (e), and (i)
     above, PROVIDED that the aggregate principal amount of such replacement
     Indebtedness shall not exceed the outstanding principal amount of the
     Indebtedness existing on the date of such refinancing and the terms
     governing the Indebtedness incurred in connection with any such extension,
     renewal, refunding, refinancing or replacement thereof shall be no more
     restrictive in any material respect than the corresponding terms governing
     such Indebtedness as in effect on the Closing Date.

     9.2. RESTRICTIONS ON LIENS.

            9.2.1. PERMITTED LIENS. The Borrower will not, and will not permit
any of its Subsidiaries to, (a) create or incur or suffer to be created or
incurred or to exist any Lien upon any of its property or assets of any
character whether now owned or hereafter acquired, or upon the income or profits
therefrom; (b) transfer any of such property or assets or the income or profits
therefrom for the purpose of subjecting the same to the payment of Indebtedness
or performance of any other obligation in priority to payment of its general
creditors; (c) acquire, or agree or have an option to acquire, any property or
assets upon conditional sale or other title retention or purchase money security
agreement, device or arrangement; (d) suffer to exist for a period of more than
thirty (30) days after the same shall have been incurred any Indebtedness or
claim or demand against it that if unpaid might by law or upon bankruptcy or
insolvency, or otherwise, be given any priority whatsoever over its general
creditors; or (e) sell, assign, pledge or

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                                      -50-

otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition
of the term "INDEBTEDNESS," with or without recourse; PROVIDED that the Borrower
or any of its Subsidiaries may create or incur or suffer to be created or
incurred or to exist (collectively, the "Permitted Liens"):

            (i)     Liens in favor of the Borrower on all or part of the assets
     of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries
     of the Borrower to the Borrower;

            (ii)    Liens to secure taxes, assessments and other government
     charges in respect of obligations not overdue or being contested in good
     faith in compliance with Section 8.8 hereof (provided such Lien shall no
     longer be permitted immediately upon the commencement of proceedings to
     foreclose any Lien) or Liens on properties to secure claims for labor,
     material or supplies in respect of obligations not overdue or being
     contested in good faith in compliance with Section 8.8 hereof (provided
     such Lien shall no longer be permitted immediately upon the commencement of
     proceedings to foreclose any Lien);

            (iii)   deposits or pledges made in connection with, or to secure
     payment of, workmen's compensation, unemployment insurance, old age
     pensions or other social security obligations;

            (iv)    Liens on properties in respect of judgments or awards that
     have been in force for less than the applicable period for taking an appeal
     so long as execution is not levied thereunder or in respect of which the
     Borrower or such Subsidiary shall at the time in good faith be prosecuting
     an appeal or proceedings for review and in respect of which a stay of
     execution shall have been obtained pending such appeal or review;

            (v)     Liens of carriers, warehousemen, mechanics and materialmen,
     and other like Liens on properties in existence less than 120 days from the
     date of creation thereof in respect of obligations not overdue or being
     contested in good faith in compliance with Section 8.8 hereof (provided
     such Lien shall no longer be permitted immediately upon the commencement of
     proceedings to foreclose any Lien);

            (vi)    encumbrances on Real Estate consisting of easements, rights
     of way, zoning restrictions, restrictions on the use of real property and
     defects and irregularities in the title thereto, landlord's or lessor's
     liens and other minor Liens, PROVIDED that none of such Liens (A)
     interferes materially with the use of the property affected in the ordinary
     conduct of the business of the Borrower and its Subsidiaries, and (B)
     individually or in the aggregate have a Material Adverse Effect;

            (vii)   Liens existing on the date hereof and listed on SCHEDULE 9.2
     hereto;

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                                      -51-

            (viii)  Liens to secure the Indebtedness permitted by Section 9.1(j)
     and liens securing the performance of bids, trade contracts (other than
     borrowed money), statutory obligations, surety and appeal bonds,
     performance bonds and other obligations of a like nature incurred in the
     ordinary course of business; and

            (ix)    purchase money security interests in or purchase money
     mortgages on real or personal property acquired after the date hereof to
     secure purchase money Indebtedness of the type and amount permitted by
     Section 9.1(c), incurred in connection with the acquisition of such
     property, which security interests or mortgages cover only the real or
     personal property so acquired.

                    9.2.2. RESTRICTIONS ON NEGATIVE PLEDGES AND UPSTREAM
     LIMITATIONS. The Borrower will not, nor will it permit any of its
     Subsidiaries to (a) enter into or permit to exist any arrangement or
     agreement (excluding the Credit Agreement and the other Loan Documents)
     which directly or indirectly prohibits the Borrower or any of its
     Subsidiaries from creating, assuming or incurring any Lien upon its
     properties, revenues or assets or those of any of its Subsidiaries whether
     now owned or hereafter acquired, or (b) enter into any agreement, contract
     or arrangement (excluding the Credit Agreement and the other Loan
     Documents) restricting the ability of any Subsidiary of the Borrower to pay
     or make dividends or distributions in cash or kind to the Borrower, to make
     loans, advances or other payments of whatsoever nature to the Borrower, or
     to make transfers or distributions of all or any part of its assets to the
     Borrower; in each case other than (i) restrictions on specific assets which
     assets are the subject of purchase money security interests to the extent
     permitted under Section 9.2.1, and (ii) customary anti-assignment
     provisions contained in leases and licensing agreements entered into by the
     Borrower or such Subsidiary in the ordinary course of its business.

     9.3. RESTRICTIONS ON INVESTMENTS. The Borrower will not, and will not
permit any of its Subsidiaries to, make or permit to exist or to remain
outstanding any Investment except Investments in:

            (a)     marketable direct or guaranteed obligations of the United
     States of America that mature within one (1) year from the date of purchase
     by the Borrower;

            (b)     demand deposits, certificates of deposit, bankers'
     acceptances and time deposits of United States banks having total assets in
     excess of $1,000,000,000;

            (c)     securities commonly known as "COMMERCIAL PAPER" issued by a
     corporation organized and existing under the laws of the United States of
     America or any state thereof that at the time of purchase have been rated
     and the ratings for which are not less than "P 1" if rated by Moody's, and
     not less than "A 1" if rated by S&P;

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                                      -52-

            (d)     Investments existing on the date hereof and listed on
     SCHEDULE 9.3 hereto and [Investments made in connection with the Borrower's
     Investment Policy Guideline, provided, notwithstanding such Investment
     Policy Guidelines, the Borrower shall not be permitted to make any
     Investment in any Subsidiary which is not a Guarantor unless expressly
     permitted by Section 9.3(e)(iii) hereof);

            (e)     Investments with respect to (i) Indebtedness permitted by
     Section 9.1(f) so long as such entities remain Subsidiaries of the Borrower
     and Guarantors hereunder; (ii) Indebtedness permitted by Section 9.1(g) and
     (iii) Indebtedness permitted by Section 9.1(h);

            (f)     Investments consisting of the Guaranty or Investments by the
     Borrower in Guarantors, so long as such Guarantors remain a Guarantor
     hereunder and a Subsidiary of the Borrower;

            (g)     Investments consisting of promissory notes received as
     proceeds of asset dispositions permitted by Section 9.5.2 and Investments
     consisting of a Permitted Acquisition to the extent made in accordance with
     Section 9.5.1;

            (h)     Investments consisting of loans and advances to employees
     for moving, entertainment, travel and other similar expenses in the
     ordinary course of business not to exceed $500,000 in the aggregate at any
     time outstanding; and

            (i)     Investments consisting of the repurchase by the Borrower or
     any of its Subsidiaries of the Capital Stock of the Borrower, PROVIDED,
     unless waived in writing by the Required Lenders prior to such repurchase,
     (i) no Default or Event of Default has occurred and is continuing or would
     exist as a result of such purchase; (ii) the Borrower has no Revolving
     Credit Loans outstanding both immediately prior to and after giving effect
     to such repurchase; and (iii) the Borrower has demonstrated to the
     satisfaction of the Administrative Agent that the Borrower's Unencumbered
     Cash is not less than $10,000,000.

     9.4. RESTRICTED PAYMENTS. The Borrower will not make any Restricted
Payments except that, so long as no Default or Event of Default then exists or
would result from such payment, (a) any Subsidiary may make a Restricted Payment
to any Guarantor or the Borrower and (b) the Borrower or any of its Subsidiaries
may repurchase the Capital Stock of the Borrower, PROVIDED (i) the Borrower has
no Revolving Credit Loans outstanding both immediately prior to and after giving
effect to such repurchase; and (ii) the Borrower has demonstrated to the
satisfaction of the Administrative Agent that the Borrower's Unencumbered Cash
is not less than $10,000,000.

     9.5. MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS.

            9.5.1. MERGERS AND ACQUISITIONS. The Borrower will not, and will not
     permit any of its Subsidiaries to, become a party to any merger,
     amalgamation or consolidation, or agree to or effect any asset acquisition
     or stock acquisition (other than the acquisition of assets in the ordinary
     course of business consistent

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                                      -53-

     with past practices) except (a) the merger or consolidation of one or more
     of the Subsidiaries of the Borrower with and into the Borrower, (b) the
     merger or consolidation of two or more Subsidiaries of the Borrower
     provided if only one such Person is a Guarantor, then the Guarantor shall
     be the survivor, and (c) any merger or asset or stock acquisition by the
     Borrower or any of its Subsidiaries of Persons (or, in the case of an asset
     acquisition, assets of a Person) in the same or similar line of business as
     the Borrower (a "PERMITTED ACQUISITION") so long as:

            (i) the Borrower has provided the Administrative Agent with prior
     written notice of such acquisition, which notice shall include a reasonably
     detailed description of such Permitted Acquisition;

            (ii) the board of directors and (if required by applicable law) the
     shareholders, or the equivalent thereof, of each of the Borrower or the
     applicable Subsidiary and of the Person to be acquired has approved such
     merger, consolidation or acquisition;

            (iii) any Indebtedness incurred or assumed in connection with such
     Permitted Acquisition (including, without limitation, any assumed
     Indebtedness, earnout arrangements, seller Indebtedness and non-compete
     payments) shall have been permitted to be incurred or assumed pursuant to
     Section 9.1;

            (iv) not less than five (5) days prior to the consummation of the
     proposed acquisition, the Borrower shall have delivered to the
     Administrative Agent (A) evidence satisfactory to the Administrative Agent
     that the Person (or assets, as the case may be) to be acquired has a
     positive EBITDA for the most recent twelve calendar months and had a
     positive EBITDA for the most recent fiscal year end, as demonstrated by
     audited financial statements (or, to the extent such Person so acquired has
     no audited historical financial results, the management prepared financial
     results of such Person so acquired) but with the Borrower being permitted
     to adjust such historical calculations to include in such calculations of
     EBTIDA reasonable cost savings, expenses and other income statement or
     operating statement adjustments which are attributable to the change in
     ownership and/or management resulting from such Permitted Acquisition and
     are effected on the closing of such Permitted Acquisition, as may be
     reasonably acceptable to the Administrative Agent, which adjustments shall
     be deemed to have been realized on the consummation of such Permitted
     Acquisition), with such results to be in form and substance reasonably
     acceptable to the Administrative Agent, PROVIDED, HOWEVER, in each case, in
     the event that either no historical financial results are available with
     respect to the Person to be acquired, the Person to be acquired is not a
     separate legal entity, the Borrower or Subsidiary effecting the acquisition
     is acquiring only assets of another Person or, in the Administrative
     Agent's reasonable discretion it determines the historical financial
     results do not adequately reflect the financial results of the Person or
     assets to be acquired, such calculations shall be made with reference to
     reasonable estimates of such past performance made by the Borrower based on
     existing data and other available information, such estimates to be
     reasonably

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                                      -54-

     acceptable in all respects to the Administrative Agent; (B) a Compliance
     Certificate prepared on a pro forma basis demonstrating compliance with the
     financial covenants set forth in Section 10 hereof both before and after
     giving effect to such Permitted Acquisition (with the Borrower being
     permitted to include in such pro forma statements reasonable cost savings,
     expenses and other income statement or operating statement adjustments
     which are attributable to the change in ownership and/or management
     resulting from such Permitted Acquisition and are effected on the closing
     of such Permitted Acquisition, as may be reasonably acceptable to the
     Administrative Agent, which adjustments shall be deemed to have been
     realized on the consummation of such Permitted Acquisition); and (C) a
     certificate from the chief financial officer of the Borrower to the effect
     that (1) the Borrower on a consolidating basis, and the Borrower and its
     Subsidiaries, on a consolidated basis, will be solvent both before and
     after consummating the Permitted Acquisition and (2) no Default or Event of
     Default then exists or would result after giving effect to the Permitted
     Acquisition;

            (v) in the event of a stock acquisition, the Person so acquired
     shall become a wholly owned Subsidiary of the Borrower and shall comply
     with the terms and conditions set forth in Section 8.14;

            (vi) the business to be acquired would not subject the
     Administrative Agent or any Lender to regulatory or third party approvals
     in connection with the exercise of any of its rights and remedies under
     this Credit Agreement or any other Loan Document;

            (vii) no contingent obligations or liabilities will be incurred or
     assumed in connection with such acquisition which could reasonably be
     expected to have a Material Adverse Effect;

            (viii) the aggregate amount of the purchase price for any single
     acquisition or series of related acquisitions which is payable in anything
     other than the Capital Stock of the Parent (and such Capital Stock shall
     have no redemption or repurchase rights prior to a date which is one (1)
     year after the Revolving Credit Loan Maturity Date and shall not have the
     ability to convert into any form of Indebtedness) shall not exceed
     $35,000,000; and

            (ix) the aggregate amount of the purchase price for all acquisitions
     over any twelve consecutive calendar month period which is payable in
     anything other than the Capital Stock of the Parent (and such Capital Stock
     shall have no redemption or repurchase rights prior to a date which is one
     (1) year after the Revolving Credit Loan Maturity Date and shall not have
     the ability to convert into any form of Indebtedness) shall not exceed
     $70,000,000.

            9.5.2. DISPOSITION OF ASSETS. The Borrower will not, and will not
     permit any of its Subsidiaries to, become a party to or agree to or effect
     any disposition of assets, other than (a) the sale of inventory, the
     licensing of intellectual property and the disposition of obsolete assets,
     in each case in the ordinary course of

<Page>

                                      -55-

     business consistent with past practices and (b) so long as no Default or
     Event of Default has occurred and is continuing or would exist as a result
     thereof, the sale or other disposition of assets so long as the value of
     all assets sold pursuant to this Section 9.5.2(b) during the term of this
     Credit Agreement does not exceed, in the aggregate, five percent (5%) of
     the Borrower's Consolidated Total Assets as of the date of each such sale.
     To the extent the Borrower sells 100% of the Capital Stock of any Guarantor
     pursuant to the express terms of Section 9.5.2(b) hereof and, as a result
     of such sale, such Guarantor is no longer a Domestic Subsidiary, then the
     Administrative Agent shall, upon the consummation of such sale, release the
     Guaranty of such permitted disposed Subsidiary, all at the expense of the
     Borrower.

            9.5.3. CAPITAL STOCK OF GUARANTORS. The Borrower will not at any
     time, legally or beneficially, own less than 100% of the Capital Stock of
     any Guarantor (unless such Guarantor is permitted to be released from its
     Guaranty by the express terms of this Credit Agreement).

     9.6. SALE AND LEASEBACK. The Borrower will not, and will not permit any of
its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby
the Borrower or any Subsidiary of the Borrower shall sell or transfer any
property owned by it in order then or thereafter to lease such property or lease
other property that the Borrower or any Subsidiary of the Borrower intends to
use for substantially the same purpose as the property being sold or
transferred.

     9.7. COMPLIANCE WITH ENVIRONMENTAL LAWS. The Borrower will not, and will
not permit any of its Subsidiaries to, (a) use any of the Real Estate or any
portion thereof for the handling, processing, storage or disposal of Hazardous
Substances except in accordance with applicable law, (b) cause or permit to be
located on any of the Real Estate any underground tank or other underground
storage receptacle for Hazardous Substances except in accordance with applicable
law, (c) generate any Hazardous Substances on any of the Real Estate except in
accordance with applicable law, (d) conduct any activity at any Real Estate or
use any Real Estate in any manner so as to cause a release (i.e. releasing,
spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, disposing or dumping) or threatened release of Hazardous
Substances on, upon or into the Real Estate or (e) otherwise conduct any
activity at any Real Estate or use any Real Estate in any manner that would
violate any Environmental Law or bring such Real Estate in violation of any
Environmental Law.

     9.8. EMPLOYEE BENEFIT PLANS. Neither the Borrower nor any ERISA Affiliate
will:

            (a)     engage in any "PROHIBITED TRANSACTION" within the meaning of
     Section 406 of ERISA or Section 4975 of the Code which could result in a
     material liability for the Borrower or any of its Subsidiaries; or

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                                      -56-

            (b)     permit any Guaranteed Pension Plan to incur an "ACCUMULATED
     FUNDING DEFICIENCY", as such term is defined in Section 302 of ERISA,
     whether or not such deficiency is or may be waived; or

            (c)     fail to contribute to any Guaranteed Pension Plan to an
     extent which, or terminate any Guaranteed Pension Plan in a manner which,
     could result in the imposition of a lien or encumbrance on the assets of
     the Borrower or any of its Subsidiaries pursuant to Section 302(f) or
     Section 4068 of ERISA; or

            (d)     amend any Guaranteed Pension Plan in circumstances requiring
     the posting of security pursuant to Section 307 of ERISA or Section
     401(a)(29) of the Code;

            (e)     permit or take any action which would result in the
     aggregate benefit liabilities (with the meaning of Section 4001 of ERISA)
     of all Guaranteed Pension Plans exceeding the value of the aggregate assets
     of such Plans, disregarding for this purpose the benefit liabilities and
     assets of any such Plan with assets in excess of benefit liabilities; or

            (f)     permit or take any action which would contravene any
     Applicable Pension Legislation if such contravention could reasonably be
     expected to have a Material Adverse Effect.

     9.9. BUSINESS ACTIVITIES. The Borrower will not, and will not permit any of
its Subsidiaries to, engage directly or indirectly (whether through Subsidiaries
or otherwise) in any type of business other than the businesses conducted by
them on the Closing Date and in related businesses.

     9.10. FISCAL YEAR. The Borrower will not, and will not permit any of it
Subsidiaries to, change the date of the end of its fiscal year from that set
forth in Section 7.4.1.

     9.11. TRANSACTIONS WITH AFFILIATES. The Borrower will not, and will not
permit any of its Subsidiaries to, engage in any transaction with any Affiliate
(other than for services as employees, officers and directors) other than the
Borrower or a Subsidiary, including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
such Affiliate or, to the knowledge of the Borrower, any corporation,
partnership, trust or other entity in which any such Affiliate has a substantial
interest or is an officer, director, trustee or partner, on terms more favorable
to such Person than would have been obtainable on an arm's-length basis in the
ordinary course of business.

     9.12. MODIFICATION OF GOVERNING DOCUMENTS. Neither the Borrower nor any of
its Subsidiaries will consent to or agree to any amendment, supplement or other
modification to the Governing Documents without the prior written consent of the
Administrative Agent unless such amendment, supplement or modification could not
reasonably be expected to have a Material Adverse Effect on the Administrative
Agent's

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                                      -57-

or the Lenders rights under the Loan Documents or the Borrower's or any of its
Subsidiaries obligations under the Loan Documents.

                            10. FINANCIAL COVENANTS.

     The Borrower covenants and agrees that, so long as any Revolving Credit
Loan, Unpaid Reimbursement Obligation, Letter of Credit or Revolving Credit Note
is outstanding or any Lender has any obligation to make any Revolving Credit
Loans or the Administrative Agent has any obligation to issue, extend or renew
any Letters of Credit:

     10.1. MINIMUM EBITDA. The Borrower will not permit Consolidated EBITDA for
any fiscal quarter, commencing with the fiscal quarter ending March 31, 2003, to
be less than $5,000,000 for each such fiscal quarter.

     10.2. LEVERAGE RATIO. The Borrower will not permit the Leverage Ratio to
exceed 1.75:1.00 at any time.

     10.3. QUICK RATIO. The Borrower will not permit the ratio of Consolidated
Quick Assets to the sum of Consolidated Current Liabilities plus Total
Outstandings to be less than 1.25:1.00 at any time.

                             11. CLOSING CONDITIONS.

     The obligations of the Lenders to make the initial Revolving Credit Loans
and of the Administrative Agent to issue any initial Letters of Credit shall be
subject to the satisfaction of the following conditions precedent:

     11.1. LOAN DOCUMENTS. Each of the Loan Documents shall have been duly
executed and delivered by the respective parties thereto, shall be in full force
and effect and shall be in form and substance satisfactory to each of the
Lenders. Each Lender shall have received a fully executed copy of each such
document.

     11.2. CERTIFIED COPIES OF GOVERNING DOCUMENTS. Each of the Lenders shall
have received from the Borrower and each Guarantor a copy, certified by a duly
authorized officer of such Person to be true and complete on the Closing Date,
of each of its Governing Documents as in effect on such date of certification.

     11.3. CORPORATE OR OTHER ACTION. All corporate (or other) action necessary
for the valid execution, delivery and performance by the Borrower and each
Guarantor of this Credit Agreement and the other Loan Documents to which it is
or is to become a party shall have been duly and effectively taken, and evidence
thereof satisfactory to the Lenders shall have been provided to each of the
Lenders.

     11.4. INCUMBENCY CERTIFICATE. Each of the Lenders shall have received from
the Borrower and each of the Guarantors an incumbency certificate, dated as of
the Closing Date, signed by a duly authorized officer of the Borrower or such
Guarantor, and giving

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                                      -58-

the name and bearing a specimen signature of each individual who shall be
authorized: (a) to sign, in the name and on behalf of each of the Borrower of
such Guarantor, each of the Loan Documents to which the Borrower or such
Guarantor is or is to become a party; (b) in the case of the Borrower, to make
Loan Requests and Conversion Requests and to apply for Letters of Credit; and
(c) to give notices and to take other action on its behalf under the Loan
Documents.

     11.5. UCC SEARCH RESULTS. The Administrative Agent shall have received from
each of the Borrower and its Subsidiaries the results of UCC searches indicating
no Liens other than Permitted Liens and otherwise in form and substance
satisfactory to the Administrative Agent.

     11.6. CERTIFICATES OF INSURANCE. The Administrative Agent shall have
received a certificate of insurance from an independent insurance broker dated
as of the Closing Date, identifying insurers, types of insurance, insurance
limits, and policy terms, and otherwise describing the insurance obtained.

     11.7. OPINION OF COUNSEL. Each of the Lenders and the Administrative Agent
shall have received a favorable legal opinion addressed to the Lenders and the
Administrative Agent, dated as of the Closing Date, in form and substance
satisfactory to the Lenders and the Administrative Agent, from Hale and Dorr
LLP, counsel to the Borrower and its Subsidiaries.

     11.8. PAYMENT OF FEES. The Borrower shall have paid to the Lenders or the
Administrative Agent, as appropriate, the Fees pursuant to Sections 4.6, 5.1 and
5.2.

                        12. CONDITIONS TO ALL BORROWINGS.

     The obligations of the Lenders to make any Revolving Credit Loan and of the
Administrative Agent to issue, extend or renew any Letter of Credit, in each
case whether on or after the Closing Date, shall also be subject to the
satisfaction of the following conditions precedent:

     12.1. REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Each of the
representations and warranties of any of the Borrower and its Subsidiaries
contained in this Credit Agreement, the other Loan Documents or in any document
or instrument delivered pursuant to or in connection with this Credit Agreement
shall be true as of the date as of which they were made and shall also be true
at and as of the time of the making of such Revolving Credit Loan or the
issuance, extension or renewal of such Letter of Credit, with the same effect as
if made at and as of that time (except to the extent of changes resulting from
transactions contemplated or permitted by this Credit Agreement and the other
Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse, and to the extent that
such representations and warranties relate expressly to an earlier date) and no
Default or Event of Default shall have occurred and be continuing.

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                                      -59-

     12.2. NO LEGAL IMPEDIMENT. No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable opinion
of any Lender would make it illegal for such Lender to make such Revolving
Credit Loan or to participate in the issuance, extension or renewal of such
Letter of Credit or in the reasonable opinion of the Administrative Agent would
make it illegal for the Administrative Agent to issue, extend or renew such
Letter of Credit.

     12.3. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the
transactions contemplated by this Credit Agreement, the other Loan Documents and
all other documents incident thereto shall be satisfactory in substance and in
form to the Lenders and to the Administrative Agent and the Administrative
Agent's Special Counsel, and the Lenders, the Administrative Agent and such
counsel shall have received all information and such counterpart originals or
certified or other copies of such documents as the Administrative Agent may
reasonably request.

     12.4. GOVERNMENTAL REGULATION. Each Lender shall have received such
statements in substance and form reasonably satisfactory to such Lender as such
Lender shall require for the purpose of compliance with any applicable
regulations of the Comptroller of the Currency or the Board of Governors of the
Federal Reserve System. To the extent the Borrower notifies the Administrative
Agent in any Loan Request that all or any portion of the proceeds of such
Revolving Credit Loan are to be used for the purpose of purchasing or carrying
any "MARGIN SECURITY" or "MARGIN STOCK" (as such terms are used in Regulations U
and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts
221 and 224), the Borrower shall deliver to the Administrative Agent evidence
that all applicable regulations (including, without limitation, Regulations U
and X) have been complied with (including, without limitation, the deliver of a
Form U-1 or evidence that execution and delivery of such Form U-1 is not
required).

                    13. EVENTS OF DEFAULT; ACCELERATION; ETC.

     13.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following events
("EVENTS OF DEFAULT" or, if the giving of notice or the lapse of time or both is
required, then, prior to such notice or lapse of time, "DEFAULTS") shall occur:

            (a)     the Borrower shall fail to pay any principal of the
     Revolving Credit Loans or any Reimbursement Obligation when the same shall
     become due and payable, whether at the stated date of maturity or any
     accelerated date of maturity or at any other date fixed for payment;

            (b)     the Borrower or any of its Subsidiaries shall fail to pay
     any interest on the Revolving Credit Loans, any Fees, or other sums due
     hereunder or under any of the other Loan Documents, within three (3)
     Business Days after the same shall become due and payable, whether at the
     stated date of maturity or any accelerated date of maturity or at any other
     date fixed for payment;

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                                      -60-

            (c)     the Borrower shall fail to (i) comply with any of its
     covenants contained in Sections 8.1, 8.4, the first sentence of 8.6, 8.12,
     9 or 10; or (ii) comply with any of it covenants contained in Section 8.14
     for five (5) days after written notice of such failure has been given to
     the Borrower by the Administrative Agent;

            (d)     the Borrower or any of its Subsidiaries shall fail to
     perform any term, covenant or agreement contained herein or in any of the
     other Loan Documents (other than those specified elsewhere in this Section
     13.1) for fifteen (15) days after written notice of such failure has been
     given to the Borrower by the Administrative Agent;

            (e)     any representation or warranty of the Borrower or any of its
     Subsidiaries in this Credit Agreement or any of the other Loan Documents or
     in any other document or instrument delivered pursuant to or in connection
     with this Credit Agreement shall prove to have been false in any material
     respect upon the date when made or deemed to have been made or repeated;

            (f)     the Borrower or any of its Subsidiaries shall fail to pay at
     maturity, or within any applicable period of grace, any obligation for
     borrowed money or credit received or in respect of any Capitalized Leases
     or Synthetic Lease, in an amount in excess of $5,000,000 or fail to observe
     or perform any material term, covenant or agreement contained in any
     agreement by which it is bound, evidencing or securing borrowed money or
     credit received or in respect of any Capitalized Leases or Synthetic
     Leases, in an amount in excess of $5,000,000 for such period of time as
     would permit (assuming the giving of appropriate notice if required) the
     holder or holders thereof or of any obligations issued thereunder to
     accelerate the maturity thereof, or any such holder or holders shall
     rescind or shall have a right to rescind the purchase of any such
     obligations;

            (g)     the Borrower or any of its Subsidiaries (other than a De
     Minimis Subsidiary) shall make an assignment for the benefit of creditors,
     or admit in writing its inability to pay or generally fail to pay its debts
     as they mature or become due, or shall petition or apply for the
     appointment of a trustee or other custodian, liquidator or receiver of the
     Borrower or any of its Subsidiaries (other than a De Minimis Subsidiary) or
     of any substantial part of the assets of the Borrower or any of its
     Subsidiaries (other than a De Minimis Subsidiary) or shall commence any
     case or other proceeding relating to the Borrower or any of its
     Subsidiaries (other than a De Minimis Subsidiary) under any bankruptcy,
     reorganization, arrangement, insolvency, readjustment of debt, dissolution
     or liquidation or similar law of any jurisdiction, now or hereafter in
     effect, or shall take any action to authorize or in furtherance of any of
     the foregoing, or if any such petition or application shall be filed or any
     such case or other proceeding shall be commenced against the Borrower or
     any of its Subsidiaries (other than a De Minimis Subsidiary) and the
     Borrower or any of its Subsidiaries (other than a De Minimis Subsidiary)
     shall indicate its approval thereof, consent thereto or

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                                      -61-

     acquiescence therein or such petition or application shall not have been
     dismissed within sixty (60) days following the filing thereof;

            (h)     a decree or order is entered appointing any such trustee,
     custodian, liquidator or receiver or adjudicating the Borrower or any of
     its Subsidiaries (other than a De Minimis Subsidiary) bankrupt or
     insolvent, or approving a petition in any such case or other proceeding, or
     a decree or order for relief is entered in respect of the Borrower or any
     Subsidiary of the Borrower (other than a De Minimis Subsidiary) in an
     involuntary case under federal bankruptcy laws as now or hereafter
     constituted;

            (i)     there shall remain in force, undischarged, unsatisfied and
     unstayed, for more than thirty days, whether or not consecutive, any final
     judgment against the Borrower or any of its Subsidiaries that, with other
     outstanding final judgments, undischarged, against the Borrower or any of
     its Subsidiaries exceeds in the aggregate $2,500,000;

            (j)     if any of the Loan Documents shall be cancelled, terminated,
     revoked or rescinded otherwise than in accordance with the terms thereof or
     with the express prior written agreement, consent or approval of the
     Lenders, or any action at law, suit or in equity or other legal proceeding
     to cancel, revoke or rescind any of the Loan Documents shall be commenced
     by or on behalf of the Borrower or any of its Subsidiaries party thereto or
     any of their respective stockholders, or any court or any other
     governmental or regulatory authority or agency of competent jurisdiction
     shall make a determination that, or issue a judgment, order, decree or
     ruling to the effect that, any one or more of the Loan Documents is
     illegal, invalid or unenforceable in accordance with the terms thereof;

            (k)     the Borrower or any ERISA Affiliate incurs any liability to
     the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an
     aggregate amount exceeding $1,000,000, or the Borrower or any ERISA
     Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by
     a Multi-employer Plan requiring aggregate annual payments exceeding
     $1,000,000, or any of the following occurs with respect to a Guaranteed
     Pension Plan: (i) an ERISA Reportable Event, or a failure to make a
     required installment or other payment (within the meaning of Section
     302(f)(1) of ERISA), PROVIDED that the Administrative Agent determines in
     its reasonable discretion that such event (A) could be expected to result
     in liability of the Borrower or any of its Subsidiaries to the PBGC or such
     Guaranteed Pension Plan in an aggregate amount exceeding $1,000,000 and (B)
     could constitute grounds for the termination of such Guaranteed Pension
     Plan by the PBGC, for the appointment by the appropriate United States
     District Court of a trustee to administer such Guaranteed Pension Plan or
     for the imposition of a lien in favor of such Guaranteed Pension Plan; or
     (ii) the appointment by a United States District Court of a trustee to
     administer such Guaranteed Pension Plan; or (iii) the institution by the
     PBGC of proceedings to terminate such Guaranteed Pension Plan;

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                                      -62-

            (l)     the Borrower or any of its Subsidiaries shall be enjoined,
     restrained or in any way prevented by the order of any Governmental
     Authority from conducting any material part of its business which could
     reasonably be expected to have a Material Adverse Effect and such order
     shall continue in effect for more than thirty (30) days;

            (m)     there shall occur any strike, lockout, labor dispute,
     embargo, condemnation, act of God or public enemy, or other casualty, which
     in any such case causes, for more than fifteen (15) consecutive days, the
     cessation or substantial curtailment of revenue producing activities at any
     facility of the Borrower or any of its Subsidiaries if such event or
     circumstance is not covered by business interruption insurance and would
     have a Material Adverse Effect; or

            (n)     a Change of Control shall occur;

then, and in any such event, so long as the same may be continuing, the
Administrative Agent may, and upon the request of the Required Lenders shall, by
notice in writing to the Borrower declare all amounts owing with respect to this
Credit Agreement, the Revolving Credit Notes and the other Loan Documents and
all Reimbursement Obligations to be, and they shall thereupon forthwith become,
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED
that in the event of any Event of Default specified in Sections 13.1(g) or
13.1(h), all such amounts shall become immediately due and payable automatically
and without any requirement of notice from the Administrative Agent or any
Lender.

     13.2. TERMINATION OF COMMITMENTS. If any one or more of the Events of
Default specified in Section 13.1(g) or Section 13.1(h) shall occur, any unused
portion of the credit hereunder shall forthwith terminate and each of the
Lenders shall be relieved of all further obligations to make Revolving Credit
Loans to the Borrower and the Administrative Agent shall be relieved of all
further obligations to issue, extend or renew Letters of Credit. If any other
Event of Default shall have occurred and be continuing, the Administrative Agent
may and, upon the request of the Required Lenders, shall, by notice to the
Borrower, terminate the unused portion of the credit hereunder, and upon such
notice being given such unused portion of the credit hereunder shall terminate
immediately and each of the Lenders shall be relieved of all further obligations
to make Revolving Credit Loans and the Administrative Agent shall be relieved of
all further obligations to issue, extend or renew Letters of Credit. No
termination of the credit hereunder shall relieve the Borrower or any of its
Subsidiaries of any of the Obligations.

     13.3. REMEDIES. In case any one or more of the Events of Default shall have
occurred and be continuing, and whether or not the Lenders shall have
accelerated the maturity of the Revolving Credit Loans pursuant to Section 13.1,
each Lender, if owed any amount with respect to the Revolving Credit Loans or
the Reimbursement Obligations, may, with the consent of the Required Lenders but
not otherwise, proceed to protect and enforce its rights by suit in equity,
action at law or other appropriate proceeding, whether for the specific
performance of any covenant or agreement contained in this

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                                      -63-

Credit Agreement and the other Loan Documents or any instrument pursuant to
which the Obligations to such Lender are evidenced, including as permitted by
applicable law the obtaining of the EX PARTE appointment of a receiver, and, if
such amount shall have become due, by declaration or otherwise, proceed to
enforce the payment thereof or any other legal or equitable right of such
Lender. No remedy herein conferred upon any Lender or the Administrative Agent
or the holder of any Revolving Credit Note or purchaser of any Letter of Credit
Participation is intended to be exclusive of any other remedy and each and every
remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or any
other provision of law.

     13.4. DISTRIBUTION OF PROCEEDS. In the event that the Administrative Agent
or any Lender, as the case may be, receives any monies in connection with the
enforcement of any the Loan Documents, such monies shall be distributed for
application as follows:

            (a)     First, to the payment of, or (as the case may be) the
     reimbursement of the Administrative Agent for or in respect of all
     reasonable costs, expenses, disbursements and losses which shall have been
     incurred or sustained by the Administrative Agent in connection with the
     collection of such monies by the Administrative Agent, for the exercise,
     protection or enforcement by the Administrative Agent of all or any of the
     rights, remedies, powers and privileges of the Administrative Agent under
     this Credit Agreement or any of the other Loan Documents or in support of
     any provision of adequate indemnity to the Administrative Agent against any
     taxes or liens which by law shall have, or may have, priority over the
     rights of the Administrative Agent to such monies;

            (b)     Second, to all other Obligations in such order or preference
     as the Required Lenders may determine; PROVIDED, HOWEVER, that (i)
     distributions shall be made (A) PARI PASSU among Obligations with respect
     to the Administrative Agent's Fee and all other Obligations and (B) with
     respect to each type of Obligation owing to the Lenders, such as interest,
     principal, fees and expenses, among the Lenders PRO RATA, and (ii) the
     Administrative Agent may in its discretion make proper allowance to take
     into account any Obligations not then due and payable;

            (c)     Third, upon payment and satisfaction in full or other
     provisions for payment in full satisfactory to the Lenders and the
     Administrative Agent of all of the Obligations, to the extent applicable,
     to the payment of any obligations required to be paid pursuant to Section
     9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the
     Commonwealth of Massachusetts; and

            (d)     Fourth, the excess, if any, shall be returned to the
     Borrower or to such other Persons as are entitled thereto.

                          14. THE ADMINISTRATIVE AGENT.

     14.1. AUTHORIZATION.

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                                      -64-

            (a)     The Administrative Agent is authorized to take such action
     on behalf of each of the Lenders and to exercise all such powers as are
     hereunder and under any of the other Loan Documents and any related
     documents delegated to the Administrative Agent, together with such powers
     as are reasonably incident thereto, PROVIDED that no duties or
     responsibilities not expressly assumed herein or therein shall be implied
     to have been assumed by the Administrative Agent.

            (b)     The relationship between the Administrative Agent and each
     of the Lenders is that of an independent contractor. The use of the term
     "ADMINISTRATIVE AGENT" is for convenience only and is used to describe, as
     a form of convention, the independent contractual relationship between the
     Administrative Agent and each of the Lenders. Nothing contained in this
     Credit Agreement nor the other Loan Documents shall be construed to create
     an agency, trust or other fiduciary relationship between the Administrative
     Agent and any of the Lenders.

            (c)     As an independent contractor empowered by the Lenders to
     exercise certain rights and perform certain duties and responsibilities
     hereunder and under the other Loan Documents, the Administrative Agent is
     nevertheless a "REPRESENTATIVE" of the Lenders, as that term is defined in
     Article 1 of the Uniform Commercial Code, for purposes of actions for the
     benefit of the Lenders and the Administrative Agent with respect to all
     guarantees contemplated by the Loan Documents.

     14.2. EMPLOYEES AND ADMINISTRATIVE AGENTS. The Administrative Agent may
exercise its powers and execute its duties by or through employees or agents and
shall be entitled to take, and to rely on, advice of counsel concerning all
matters pertaining to its rights and duties under this Credit Agreement and the
other Loan Documents. The Administrative Agent may utilize the services of such
Persons as the Administrative Agent in its sole discretion may reasonably
determine, and all reasonable fees and expenses of any such Persons shall be
paid by the Borrower.

     14.3. NO LIABILITY. Neither the Administrative Agent nor any of its
shareholders, directors, officers or employees nor any other Person assisting
them in their duties nor any agent or employee thereof, shall be liable to any
Lender for any waiver, consent or approval given or any action taken, or omitted
to be taken, in good faith by it or them hereunder or under any of the other
Loan Documents, or in connection herewith or therewith, or be responsible to any
Lender for the consequences of any oversight or error of judgment whatsoever,
except that the Administrative Agent or such other Person, as the case may be,
may be liable for losses due to its willful misconduct or gross negligence. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Credit Agreement unless it shall first have received such
advice or concurrence of the Required Lenders as it reasonably deems appropriate
or it shall first be indemnified to its reasonable satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all

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                                      -65-

cases be fully protected in acting, or in refraining from acting, under this
Credit Agreement in accordance with a request of the Required Lenders, and such
request and any action taken or failure to act pursuant thereto shall be binding
upon the Lenders and all future holders of the Revolving Credit Notes or of a
Letter of Credit Participation.

     14.4. NO REPRESENTATIONS.

            14.4.1. GENERAL. The Administrative Agent shall not be responsible
     for the execution or validity or enforceability of this Credit Agreement,
     the Revolving Credit Notes, the Letters of Credit, any of the other Loan
     Documents or any instrument at any time constituting, or intended to
     constitute, collateral security for the Revolving Credit Notes, or for the
     value of any such collateral security or for the validity, enforceability
     or collectability of any such amounts owing with respect to the Revolving
     Credit Notes, or for any recitals or statements, warranties or
     representations made herein or in any of the other Loan Documents or in any
     certificate or instrument hereafter furnished to it by or on behalf of the
     Borrower or any of its Subsidiaries, or be bound to ascertain or inquire as
     to the performance or observance of any of the terms, conditions, covenants
     or agreements herein or in any instrument at any time constituting, or
     intended to constitute, collateral security for the Revolving Credit Notes
     or to inspect any of the properties, books or records of the Borrower or
     any of its Subsidiaries. The Administrative Agent shall not be bound to
     ascertain whether any notice, consent, waiver or request delivered to it by
     the Borrower or any holder of any of the Revolving Credit Notes shall have
     been duly authorized or is true, accurate and complete. The Administrative
     Agent has not made nor does it now make any representations or warranties,
     express or implied, nor does it assume any liability to the Lenders, with
     respect to the credit worthiness or financial conditions of the Borrower or
     any of its Subsidiaries. Each Lender acknowledges that it has,
     independently and without reliance upon the Administrative Agent or any
     other Lender, and based upon such information and documents as it has
     deemed appropriate, made its own credit analysis and decision to enter into
     this Credit Agreement.

            14.4.2. CLOSING DOCUMENTATION, ETC. For purposes of determining
     compliance with the conditions set forth in Section 11, each Lender that
     has executed this Credit Agreement shall be deemed to have consented to,
     approved or accepted, or to be satisfied with, each document and matter
     either sent, or made available, by the Administrative Agent to such Lender
     for consent, approval, acceptance or satisfaction, or required thereunder
     to be consented to or approved by or acceptable or satisfactory to such
     Lender, unless an officer of the Administrative Agent active upon the
     Borrower's account shall have received notice from such Lender prior to the
     Closing Date specifying such Lender's objection thereto and such objection
     shall not have been withdrawn by notice to the Administrative Agent to such
     effect on or prior to the Closing Date.

     14.5. PAYMENTS.

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                                      -66-

            14.5.1. PAYMENTS TO ADMINISTRATIVE AGENT. A payment by the Borrower
     to the Administrative Agent hereunder or any of the other Loan Documents
     for the account of any Lender shall constitute a payment to such Lender.
     The Administrative Agent agrees promptly to distribute to each Lender such
     Lender's PRO RATA share of payments received by the Administrative Agent
     for the account of the Lenders except as otherwise expressly provided
     herein or in any of the other Loan Documents.

            14.5.2. DISTRIBUTION BY ADMINISTRATIVE AGENT. If in the opinion of
     the Administrative Agent the distribution of any amount received by it in
     such capacity hereunder, under the Revolving Credit Notes or under any of
     the other Loan Documents might involve it in liability, it may refrain from
     making distribution until its right to make distribution shall have been
     adjudicated by a court of competent jurisdiction. If a court of competent
     jurisdiction shall adjudge that any amount received and distributed by the
     Administrative Agent is to be repaid, each Person to whom any such
     distribution shall have been made shall either repay to the Administrative
     Agent its proportionate share of the amount so adjudged to be repaid or
     shall pay over the same in such manner and to such Persons as shall be
     determined by such court.

            14.5.3. DELINQUENT LENDERS. Notwithstanding anything to the contrary
     contained in this Credit Agreement or any of the other Loan Documents, any
     Lender that fails (a) to make available to the Administrative Agent its PRO
     RATA share of any Revolving Credit Loan or to purchase any Letter of Credit
     Participation or (b) to comply with the provisions of Section 16.1 with
     respect to making dispositions and arrangements with the other Lenders,
     where such Lender's share of any payment received, whether by setoff or
     otherwise, is in excess of its PRO RATA share of such payments due and
     payable to all of the Lenders, in each case as, when and to the full extent
     required by the provisions of this Credit Agreement, shall be deemed
     delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender
     until such time as such delinquency is satisfied. A Delinquent Lender shall
     be deemed to have assigned any and all payments due to it from the
     Borrower, whether on account of outstanding Revolving Credit Loans, Unpaid
     Reimbursement Obligations, interest, fees or otherwise, to the remaining
     nondelinquent Lenders for application to, and reduction of, their
     respective PRO RATA shares of all outstanding Revolving Credit Loans and
     Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes
     the Administrative Agent to distribute such payments to the nondelinquent
     Lenders in proportion to their respective PRO RATA shares of all
     outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations. A
     Delinquent Lender shall be deemed to have satisfied in full a delinquency
     when and if, as a result of application of the assigned payments to all
     outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations of
     the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all
     outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations
     have returned to those in effect

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                                      -67-

     immediately prior to such delinquency and without giving effect to the
     nonpayment causing such delinquency.

     14.6. HOLDERS OF REVOLVING CREDIT NOTES. The Administrative Agent may deem
and treat the payee of any Revolving Credit Note or the purchaser of any Letter
of Credit Participation as the absolute owner or purchaser thereof for all
purposes hereof until it shall have been furnished in writing with a different
name by such payee or by a subsequent holder, assignee or transferee.

     14.7. INDEMNITY. The Lenders ratably agree hereby to indemnify and hold
harmless the Administrative Agent and its affiliates from and against any and
all claims, actions and suits (whether groundless or otherwise), losses,
damages, costs, expenses (including any expenses for which the Administrative
Agent or such affiliate has not been reimbursed by the Borrower as required by
Section 15.2), and liabilities of every nature and character arising out of or
related to this Credit Agreement, the Revolving Credit Notes, or any of the
other Loan Documents or the transactions contemplated or evidenced hereby or
thereby, or the Administrative Agent's actions taken hereunder or thereunder,
except to the extent that any of the same shall be directly caused by the
Administrative Agent's willful misconduct or gross negligence.

     14.8. ADMINISTRATIVE AGENT AS LENDER. In its individual capacity, Fleet
shall have the same obligations and the same rights, powers and privileges in
respect to its Commitment and the Revolving Credit Loans made by it, and as the
holder of any of the Revolving Credit Notes and as the purchaser of any Letter
of Credit Participations, as it would have were it not also the Administrative
Agent.

     14.9. RESIGNATION. The Administrative Agent may resign at any time by
giving sixty (60) days prior written notice thereof to the Lenders and the
Borrower. Upon any such resignation, the Required Lenders shall have the right
to appoint a successor Administrative Agent. If no successor Administrative
Agent shall have been so appointed by the Required Lenders and shall have
accepted such appointment within thirty (30) days after the retiring
Administrative Agent's giving of notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a financial institution having a rating of
not less than A or its equivalent by S&P. In all cases, unless a Default or
Event of Default shall have occurred and be continuing, such successor
Administrative Agent shall be reasonably acceptable to the Borrower. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder. After any
retiring Administrative Agent's resignation, the provisions of this Credit
Agreement and the other Loan Documents shall continue in effect for its benefit
in respect of any actions taken or omitted to be taken by it while it was acting
as Administrative Agent.

     14.10. ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

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            (a)     In case of the pendency of any receivership, insolvency,
     liquidation, bankruptcy, reorganization, arrangement, adjustment,
     composition or other judicial, administrative or like proceeding or any
     assignment for the benefit of creditors relative to the Borrower or any of
     its Subsidiaries, the Administrative Agent (irrespective of whether the
     principal of any Revolving Credit Loan, Reimbursement Obligation or Unpaid
     Reimbursement Obligation shall then be due and payable as herein expressed
     or by declaration or otherwise and irrespective of whether the
     Administrative Agent shall have made any demand on the Borrower) shall be
     entitled and empowered, by intervention in such proceeding, under any such
     assignment or otherwise:

                    (i)     to file and prove a claim for the whole amount of
            the principal and interest owing and unpaid in respect of the
            Revolving Credit Loans, Reimbursement Obligations or Unpaid
            Reimbursement Obligations and all other Obligations that are owing
            and unpaid and to file such other documents as may be necessary or
            advisable in order to have the claims of the Lenders and the
            Administrative Agent (including any claim for the reasonable
            compensation, expenses, disbursements and advances of the Lenders
            and the Administrative Agent and their respective agents and counsel
            and all other amounts due the Lenders and the Administrative Agent
            under Sections 2.2, 4.6, 5.1, 5.2 and 16.2) allowed in such
            proceeding or under any such assignment; and

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

            (b)     Any custodian, receiver, assignee, trustee, liquidator,
     sequestrator or other similar official in any such proceeding or under any
     such assignment is hereby authorized by each Lender to make such payments
     to the Administrative Agent and, in the event that the Administrative Agent
     shall consent to the making of such payments directly to the Lenders,
     nevertheless to pay to the Administrative Agent any amount due for the
     reasonable compensation, expenses, disbursements and advances of the
     Administrative Agent and its agents and counsel, and any other amounts due
     the Administrative Agent under Sections 2.2, 4.6, 5.1, 5.2 and 16.2.

            (c)     Nothing contained herein shall authorize the Administrative
     Agent to consent to or accept or adopt on behalf of any Lender any plan of
     reorganization, arrangement, adjustment or composition affecting the
     Obligations owed to such Lender or the rights of any Lender or to authorize
     the Administrative Agent to vote in respect of the claim of any Lender in
     any such proceeding or under any such assignment.

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     14.11. NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT. Each Lender hereby
agrees that, upon learning of the existence of a Default or an Event of Default,
it shall promptly notify the Administrative Agent thereof. The Administrative
Agent hereby agrees that upon receipt of any notice under this Section 14.10 it
shall promptly notify the other Lenders of the existence of such Default or
Event of Default.

     14.12. DUTIES IN THE CASE OF ENFORCEMENT. In case one of more Events of
Default have occurred and shall be continuing, and whether or not acceleration
of the Obligations shall have occurred, the Administrative Agent shall, if (a)
so requested by the Required Lenders and (b) the Lenders have provided to the
Administrative Agent such additional indemnities and assurances against expenses
and liabilities as the Administrative Agent may reasonably request, proceed to
enforce the provisions of the Loan Documents. The Required Lenders may direct
the Administrative Agent in writing as to the method and the extent of any such
sale or other disposition, the Lenders hereby agreeing to indemnify and hold the
Administrative Agent, harmless from all liabilities incurred in respect of all
actions taken or omitted in accordance with such directions, PROVIDED that the
Administrative Agent need not comply with any such direction to the extent that
the Administrative Agent reasonably believes the Administrative Agent's
compliance with such direction to be unlawful or commercially unreasonable in
any applicable jurisdiction.

                           15. SUCCESSORS AND ASSIGNS.

     15.1. GENERAL CONDITIONS. The provisions of this Credit Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that the Borrower may not assign
or otherwise transfer any of its rights or obligations hereunder without the
prior written consent of each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (a) to an Eligible
Assignee in accordance with the provisions of Section 15.2, (b) by way of
participation in accordance with the provisions of Section 15.4 or (c) by way of
pledge or assignment of a security interest subject to the restrictions of
Section 15.6 (and any other attempted assignment or transfer by any party hereto
shall be null and void). Nothing in this Credit Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the
extent provided in Section 15.4 and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this Credit
Agreement or any of the other Loan Documents.

     15.2. ASSIGNMENTS. Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Credit Agreement (including all or a portion of its Commitment and the Revolving
Credit Loans at the time owing to it); PROVIDED that (a) except in the cases of
an assignment of the entire remaining amount of the assigning Lender's
Commitment and the Revolving Credit Loans at the time owing to it or, of an
assignment to a Lender or a Lender Affiliate, the

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aggregate amount of the Commitment (which for this purpose includes Revolving
Credit Loans outstanding thereunder) or, if the applicable Commitment is not
then in effect, the principal outstanding balance of the Revolving Credit Loan
of the assigning Lender subject to each such assignment (determined as of the
date on which the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $1,000,000 unless
each of the Administrative Agent and, so long as no Default or Event of Default
has occurred and is continuing, the Borrower otherwise consent (each such
consent not to be unreasonably withheld or delayed); (b) each partial assignment
shall be made as an assignment of a proportionate part of all the assigning
Lender's rights and obligations under this Credit Agreement with respect to the
Revolving Credit Loan or the Commitment assigned, it being understood that
non-PRO RATA assignments of or among any of the Commitments, the Revolving
Credit Loans, and the Reimbursement Obligations are not permitted; (c) any
assignment of a Commitment must be approved by the Administrative Agent and,
unless an Event of Default has occurred and is continuing, the Borrower, unless
the Person that is the proposed assignee is itself a Lender with a Commitment
(whether or not the proposed assignee would otherwise qualify as an Eligible
Assignee); and (d) the parties to each assignment shall execute and deliver to
the Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $2,500, and the Eligible Assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire. Subject to acceptance and recording thereof by the Administrative
Agent pursuant to Section 15.3, from and after the effective date specified in
each Assignment and Acceptance, the Eligible Assignee thereunder shall be a
party to this Credit Agreement and, to the extent of the interest assigned by
such Assignment and Acceptance have the rights and obligations of a Lender under
this Credit Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its
obligations under this Credit Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Credit Agreement, such Lender shall cease to be a party hereto) but shall
continue to be entitled to the benefits of Sections 5.3.2, 5.7, 5.8, 5.10 and
16.3 with respect to facts and circumstances occurring prior to the effective
date of such assignment. Any assignment or transfer by a Lender of rights or
obligations under this Credit Agreement that does not comply with this paragraph
shall be treated for purposes of this Credit Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance with Section
15.4.

     15.3. REGISTER. The Administrative Agent, acting solely for this purpose as
an agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Revolving Credit Loans owing to, each Lender
pursuant to the terms hereof from time to time (the "REGISTER"). The entries in
the Register shall be prima facie evidence of amounts owing, and the Borrower,
the Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Credit Agreement, notwithstanding notice to

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the contrary. The Register shall be available for inspection by the Borrower and
any Lender, at any reasonable time and from time to time upon reasonable prior
notice.

     15.4. PARTICIPATIONS. Any Lender may at any time, without the consent of,
or notice to, the Borrower or the Administrative Agent, sell participations to
any Person (other than a natural person) (each, a "PARTICIPANT") in all or a
portion of such Lender's rights and/or obligations under this Credit Agreement
(including all or a portion of its Commitment and/or the Revolving Credit Loans
owing to it); PROVIDED that (a) such Lender's obligations under this Credit
Agreement shall remain unchanged, (b) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (c) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Credit Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Credit Agreement
and to approve any amendment, modification or waiver of any provision of this
Credit Agreement; PROVIDED that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver that would reduce the principal of or the
interest rate on any Revolving Credit Loans, extend the term or increase the
amount of the Commitment of such Lender as it relates to such Participant,
reduce the amount of any Commitment Fee or Letter of Credit Fees to which such
Participant is entitled or extend any regularly scheduled payment date for
principal or interest. To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 16.1 as though it were a Lender,
provided such Participant agrees to be subject to Section 16.1 as though it were
a Lender.

     15.5. MISCELLANEOUS ASSIGNMENT PROVISIONS. A Lender may at any time grant a
security interest in all or any portion of its rights under this Credit
Agreement to secure obligations of such Lender, including without limitation (a)
any pledge or assignment to secure obligations to any of the twelve Federal
Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C.
Section 341 and (b) with respect to any Lender that is a Fund, to any lender or
any trustee for, or any other representative of, holders of obligations owed or
securities issued by such Fund as security for such obligations or securities or
any institutional custodian for such Fund or for such lender; PROVIDED that no
such grant shall release such Lender from any of its obligations hereunder,
provide any voting rights hereunder to the secured party thereof, substitute any
such secured party for such Lender as a party hereto or affect any rights or
obligations of the Borrower or Administrative Agent hereunder.

     15.6. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWER. If any assignee
Lender is an Affiliate of the Borrower, then any such assignee Lender shall have
no right to vote as a Lender hereunder or under any of the other Loan Documents
for purposes of granting consents or waivers or for purposes of agreeing to
amendments or other modifications to any of the Loan Documents or for purposes
of making requests to the Administrative Agent pursuant to Section 13.1 or
Section 13.2, and the determination of the Required Lenders shall for all
purposes of this Credit Agreement and the other Loan Documents

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                                      -72-

be made without regard to such assignee Lender's interest in any of the
Revolving Credit Loans or Reimbursement Obligations. If any Lender sells a
participating interest in any of the Revolving Credit Loans or Reimbursement
Obligations to a Participant, and such Participant is the Borrower or an
Affiliate of the Borrower, then such transferor Lender shall promptly notify the
Administrative Agent of the sale of such participation. A transferor Lender
shall have no right to vote as a Lender hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or modifications to any of the Loan Documents or for
purposes of making requests to the Administrative Agent pursuant to Section 13.1
or Section 13.2 to the extent that such participation is beneficially owned by
the Borrower or any Affiliate of the Borrower, and the determination of the
Required Lenders shall for all purposes of this Credit Agreement and the other
Loan Documents be made without regard to the interest of such transferor Lender
in the Revolving Credit Loans or Reimbursement Obligations to the extent of such
participation.

     15.7. NEW REVOLVING CREDIT NOTES. Upon its receipt of an Assignment and
Acceptance executed by the parties to such assignment, together with each
Revolving Credit Note subject to such assignment, the Administrative Agent shall
(a) record the information contained therein in the Register, and (b) give
prompt notice thereof to the Borrower and the Lenders (other than the assigning
Lender). Within five (5) Business Days after receipt of such notice, the
Borrower, at its own expense, shall execute and deliver to the Administrative
Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving
Credit Note to the order of such Assignee in an amount equal to the amount
assumed by such Assignee pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained some portion of its obligations hereunder, a new
Revolving Credit Note to the order of the assigning Lender in an amount equal to
the amount retained by it hereunder. Such new Revolving Credit Notes shall
provide that they are replacements for the surrendered Revolving Credit Notes,
shall be in an aggregate principal amount equal to the aggregate principal
amount of the surrendered Revolving Credit Notes, shall be dated the effective
date of such Assignment and Acceptance and shall otherwise be in substantially
the form of the assigned Revolving Credit Notes. The surrendered Revolving
Credit Notes shall be cancelled and returned to the Borrower.

     15.8. SPECIAL PURPOSE FUNDING VEHICLE. Notwithstanding anything to the
contrary contained in this Section 15, any Lender (a "GRANTING LENDER") may
grant to a special purpose funding vehicle (an "SPC") of such Granting Lender,
identified as such in writing from time to time delivered by the Granting Lender
to the Administrative Agent and the Borrower, the option to provide to the
Borrower all or any part of any Revolving Credit Loan that such Granting Lender
would otherwise be obligated to make to the Borrower pursuant to this Credit
Agreement, PROVIDED that (a) nothing herein shall constitute a commitment to
make any Revolving Credit Loan by any SPC, (b) the Granting Bank's obligations
under this Credit Agreement shall remain unchanged, (c) the Granting Lender
should retain the sole right to enforce this Credit Agreement and to approve any
amendment, modification or waiver of any provision of this Credit Agreement and
(d) if an SPC elects not to exercise such option or otherwise fails to

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                                      -73-

provide all or any part of such Revolving Credit Loan, the Granting Lender shall
be obligated to make such Revolving Credit Loan pursuant to the terms hereof.
The making of a Revolving Credit Loan by an SPC hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Revolving
Credit Loan were made by the Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any expense reimbursement, indemnity or similar
payment obligation under this Credit Agreement (all liability for which shall
remain with the Granting Lender). In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this
Credit Agreement) that, prior to the date that is one year and one day after the
later of (i) the payment in full of all outstanding senior indebtedness of any
SPC and (ii) the Revolving Credit Loan Maturity Date, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or similar proceedings under the laws of the United States of America or any
State thereof. In addition, notwithstanding anything to the contrary contained
in this Section 16.9, any SPC may (A) with notice to, but (except as specified
below) without the prior written consent of, the Borrower or the Administrative
Agent and without paying any processing fee therefor, assign all or a portion of
its interests in any Revolving Credit Loans to its Granting Lender or to any
financial institutions (consented to by the Administrative Agent and, so long as
no Default or Event of Default has occurred and is continuing, the Borrower,
which consents shall not be unreasonably withheld or delayed) providing
liquidity and/or credit facilities to or for the account of such SPC to fund the
Revolving Credit Loans made by such SPC or to support the securities (if any)
issued by such SPC to fund such Revolving Credit Loans and (B) disclose on a
confidential basis any non-public information relating to its Revolving Credit
Loans (other than financial statements referred to in Sections 7.4 or 8.4) to
any rating agency, commercial paper dealer or provider of a surety, guarantee or
credit or liquidity enhancement to such SPC. In no event shall the Borrower be
obligated to pay to an SPC that has made a Revolving Credit Loan any greater
amount than the Borrower would have been obligated to pay under this Agreement
if the Granting Lender had made such Revolving Credit Loan. An amendment to this
Section 15.9 without the written consent of an SPC shall be ineffective insofar
as it alters the rights and obligations of such SPC.

                     16. PROVISIONS OF GENERAL APPLICATIONS.

     16.1. SETOFF. The Borrower hereby grants to the Administrative Agent and
each of the Lenders a continuing lien, security interest and right of setoff as
security for all liabilities and obligations to the Administrative Agent and
each Lender, whether now existing or hereafter arising, upon and against all
deposits, credits, collateral and property, now or hereafter in the possession,
custody, safekeeping or control of the Administrative Agent or such Lender or
any Lender Affiliate and their successors and assigns or in transit to any of
them. Regardless of the adequacy of any collateral, if any of the Obligations
are due and payable and have not been paid or any Event of Default shall have
occurred, any deposits or other sums credited by or due from any of the Lenders
to the Borrower and any securities or other property of the Borrower in the
possession of such Lender may be applied to or set off by such Lender against
the

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                                      -74-

payment of Obligations and any and all other liabilities, direct, or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
of the Borrower to such Lender. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO
EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH
SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO
SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders agree with each other
Lender that (a) if an amount to be set off is to be applied to Indebtedness of
the Borrower to such Lender, other than Indebtedness evidenced by the Revolving
Credit Notes held by such Lender or constituting Reimbursement Obligations owed
to such Lender, such amount shall be applied ratably to such other Indebtedness
and to the Indebtedness evidenced by all such Revolving Credit Notes held by
such Lender or constituting Reimbursement Obligations owed to such Lender, and
(b) if such Lender shall receive from the Borrower, whether by voluntary
payment, exercise of the right of setoff, counterclaim, cross action,
enforcement of the claim evidenced by the Revolving Credit Notes held by, or
constituting Reimbursement Obligations owed to, such Lender by proceedings
against the Borrower at law or in equity or by proof thereof in bankruptcy,
reorganization, liquidation, receivership or similar proceedings, or otherwise,
and shall retain and apply to the payment of the Revolving Credit Note or
Revolving Credit Notes held by, or Reimbursement Obligations owed to, such
Lender any amount in excess of its ratable portion of the payments received by
all of the Lenders with respect to the Revolving Credit Notes held by, and
Reimbursement Obligations owed to, all of the Lenders, such Lender will make
such disposition and arrangements with the other Lenders with respect to such
excess, either by way of distribution, PRO TANTO assignment of claims,
subrogation or otherwise as shall result in each Lender receiving in respect of
the Revolving Credit Notes held by it or Reimbursement Obligations owed it, its
proportionate payment as contemplated by this Credit Agreement; PROVIDED that if
all or any part of such excess payment is thereafter recovered from such Lender,
such disposition and arrangements shall be rescinded and the amount restored to
the extent of such recovery, but without interest.

     16.2. EXPENSES. The Borrower agrees to pay (a) the reasonable costs of the
Administrative Agent (including the Administrative Agent's Special Counsel) of
producing and reproducing this Credit Agreement, the other Loan Documents and
the other agreements and instruments mentioned herein, (b) without duplication
of amounts payable pursuant to Section 5.3 hereof, any taxes (including any
interest and penalties in respect thereto) payable by the Administrative Agent
or any of the Lenders (other than taxes based upon the Administrative Agent's or
any Lender's net income) on or with respect to the transactions contemplated by
this Credit Agreement (the Borrower hereby agreeing to indemnify the
Administrative Agent and each Lender with respect thereto), (c) the reasonable
and documented fees, expenses and disbursements of the Administrative Agent's
Special Counsel or any local counsel to the Administrative Agent incurred in
connection with the preparation, syndication, administration or interpretation
of the Loan Documents and other instruments mentioned herein, each closing
hereunder, any amendments, modifications, approvals, consents or waivers

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                                      -75-

hereto or hereunder, or the cancellation of any Loan Document upon payment in
full in cash of all of the Obligations or pursuant to any terms of such Loan
Document for providing for such cancellation, (d) the fees, expenses and
disbursements of the Administrative Agent or any of its affiliates incurred by
the Administrative Agent or such affiliate in connection with the preparation,
syndication, administration or interpretation of the Loan Documents and other
instruments mentioned herein, (e) all reasonable and documented out-of-pocket
expenses (including without limitation reasonable attorneys' fees and costs, and
reasonable consulting, accounting, appraisal, investment banking and similar
professional fees and charges) incurred by any Lender or the Administrative
Agent in connection with (i) the enforcement of or preservation of rights under
any of the Loan Documents against the Borrower or any of its Subsidiaries or the
administration thereof after the occurrence of a Default or Event of Default and
(ii) any litigation, proceeding or dispute whether arising hereunder or
otherwise, in any way related to any Lender's or the Administrative Agent's
relationship with the Borrower or any of its Subsidiaries and (f) all reasonable
fees, expenses and disbursements of the Administrative Agent incurred in
connection with UCC searches. The covenants contained in this Section 16.2 shall
survive payment or satisfaction in full of all other obligations.

     16.3. INDEMNIFICATION. The Borrower agrees to indemnify and hold harmless
the Administrative Agent, its affiliates and the Lenders from and against any
and all claims, actions and suits whether groundless or otherwise, and from and
against any and all liabilities, losses, damages and expenses of every nature
and character arising out of this Credit Agreement or any of the other Loan
Documents or the transactions contemplated hereby including, without limitation,
(a) any actual or proposed use by the Borrower or any of its Subsidiaries of the
proceeds of any of the Revolving Credit Loans or Letters of Credit, (b) the
reversal or withdrawal of any provisional credits granted by the Administrative
Agent upon the transfer of funds from lock box, bank agency, concentration
accounts or otherwise under any cash management arrangements with the Borrower
or any Subsidiary or in connection with the provisional honoring of funds
transfers, checks or other items, (c) the Borrower or any of its Subsidiaries
entering into or performing this Credit Agreement or any of the other Loan
Documents or (d) with respect to the Borrower and its Subsidiaries and their
respective properties and assets, the violation of any Environmental Law, the
presence, disposal, escape, seepage, leakage, spillage, discharge, emission,
release or threatened release of any Hazardous Substances or any action, suit,
proceeding or investigation brought or threatened with respect to any Hazardous
Substances (including, but not limited to, claims with respect to wrongful
death, personal injury or damage to property), in each case including, without
limitation, the reasonable and documented fees and disbursements of incurred in
connection with any such investigation, litigation or other proceeding, except
to the extent that any of the foregoing are directly caused by the gross
negligence or willful misconduct of the otherwise indemnified party. In
litigation, or the preparation therefor, the Lenders and the Administrative
Agent and its affiliates shall be entitled to select their own counsel and, in
addition to the foregoing indemnity, the Borrower agrees to pay promptly the
reasonable and documented fees and expenses of such counsel. If, and to the
extent that the obligations of the Borrower under this Section 16.3 are

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                                      -76-

unenforceable for any reason, the Borrower hereby agrees to make the maximum
contribution to the payment in satisfaction of such obligations which is
permissible under applicable law. The covenants contained in this Section 16.3
shall survive payment or satisfaction in full of all other Obligations.

     16.4. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.

            16.4.1. CONFIDENTIALITY. Each of the Lenders and the Administrative
     Agent agrees, on behalf of itself and each of its affiliates, directors,
     officers, employees and representatives, to use reasonable precautions to
     keep confidential, in accordance with their customary procedures for
     handling confidential information of the same nature and in accordance with
     safe and sound banking practices, any non-public information supplied to it
     by the Borrower or any of its Subsidiaries pursuant to this Credit
     Agreement that is identified by such Person as being confidential at the
     time the same is delivered to the Lenders or the Administrative Agent,
     PROVIDED that nothing herein shall limit the disclosure of any such
     information (a) after such information shall have become public other than
     through a violation of this Section 16.4, or becomes available to any of
     the Lenders or the Administrative Agent on a nonconfidential basis from a
     source other than the Borrower, (b) to the extent required by statute,
     rule, regulation or judicial process, (c) to counsel for any of the Lenders
     or the Administrative Agent, (d) to bank examiners or any other regulatory
     authority having jurisdiction over any Lender or the Administrative Agent,
     or to auditors or accountants, (e) to the Administrative Agent or any
     Lender, (f) in connection with any litigation to which any one or more of
     the Lenders, the Administrative Agent or any Financial Affiliate is a
     party, or in connection with the enforcement of rights or remedies
     hereunder or under any other Loan Document, (g) to a Lender Affiliate or a
     Subsidiary or affiliate of the Administrative Agent in connection with this
     Credit Agreement so long as such Person is bound by the provisions of this
     Section 16.4, (h) to any actual or prospective assignee or participant or
     any actual or prospective counterparty (or its advisors) to any swap or
     derivative transactions referenced to credit or other risks or events
     arising under this Credit Agreement or any other Loan Document so long as
     such assignee, participant or counterparty, as the case may be, agrees to
     be bound by the provisions of Section 16.4 or (i) with the consent of the
     Borrower. Moreover, each of the Administrative Agent and the Lenders (and
     their respective Affiliates) is hereby expressly permitted by the Borrower
     to refer to any of the Borrower and its Subsidiaries in connection with any
     advertising, promotion or marketing undertaken by the Administrative Agent,
     such Lender or such Affiliate and, for such purpose, the Administrative
     Agent, such Lender or such Affiliate may utilize any trade name, trademark,
     logo or other distinctive symbol associated with the Borrower or any of its
     Subsidiaries or any of their businesses.

            16.4.2. PRIOR NOTIFICATION. Unless specifically prohibited by
     applicable law or court order, each of the Lenders and the Administrative
     Agent shall, prior to disclosure thereof, notify the Borrower of any
     request for disclosure of any such non-public information by any
     governmental agency or representative

<Page>

                                      -77-

     thereof (other than any such request in connection with an examination of
     the financial condition of such Lender by such governmental agency) or
     pursuant to legal process.

            16.4.3. OTHER. In no event shall any Lender or the Administrative
     Agent be obligated or required to return any materials furnished to it or
     any Financial Affiliate by the Borrower or any of its Subsidiaries. The
     obligations of each Lender under this Section 16.4 shall supersede and
     replace the obligations of such Lender under any confidentiality letter in
     respect of this financing signed and delivered by such Lender to the
     Borrower prior to the date hereof and shall be binding upon any assignee
     of, or purchaser of any participation in, any interest in any of the
     Revolving Credit Loans or Reimbursement Obligations from any Lender.

     16.5. SURVIVAL OF COVENANTS, ETC. All covenants, agreements,
representations and warranties made herein, in the Revolving Credit Notes, in
any of the other Loan Documents or in any documents or other papers delivered by
or on behalf of the Borrower or any of its Subsidiaries pursuant hereto shall be
deemed to have been relied upon by the Lenders and the Administrative Agent,
notwithstanding any investigation heretofore or hereafter made by any of them,
and shall survive the making by the Lenders of any of the Revolving Credit Loans
and the issuance, extension or renewal of any Letters of Credit, as herein
contemplated, and shall continue in full force and effect so long as any Letter
of Credit or any amount due under this Credit Agreement or the Revolving Credit
Notes or any of the other Loan Documents remains outstanding or any Lender has
any obligation to make any Revolving Credit Loans or the Administrative Agent
has any obligation to issue, extend or renew any Letter of Credit, and for such
further time as may be otherwise expressly specified in this Credit Agreement.
All statements contained in any certificate or other paper delivered to any
Lender or the Administrative Agent at any time by or on behalf of the Borrower
or any of its Subsidiaries pursuant hereto or in connection with the
transactions contemplated hereby shall constitute representations and warranties
by the Borrower or such Subsidiary hereunder.

     16.6. NOTICES. Except as otherwise expressly provided in this Credit
Agreement, all notices and other communications made or required to be given
pursuant to this Credit Agreement or the Revolving Credit Notes or any Letter of
Credit Applications shall be in writing and shall be delivered in hand, mailed
by United States registered or certified first class mail, postage prepaid, sent
by overnight courier, or sent by telegraph, telecopy, facsimile or telex and
confirmed by delivery via courier or postal service, addressed as follows:

            (a)     if to the Borrower, at Ten City Square, Boston,
     Massachusetts 02129, Attention: Francis M. Cleary, Treasurer, or at such
     other address for notice as the Borrower shall last have furnished in
     writing to the Person giving the notice, with a copy to Hal J. Leibowitz,
     Esq., Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109;

<Page>

                                      -78-

            (b)     if to the Administrative Agent, at 100 Federal Street,
     Boston, Massachusetts 02110, USA, Attention: John B. Desmond, Director, or
     such other address for notice as the Administrative Agent shall last have
     furnished in writing to the Person giving the notice; and

            (c)     if to any Lender, at such Lender's address set forth on
     SCHEDULE 1 hereto, or such other address for notice as such Lender shall
     have last furnished in writing to the Person giving the notice.

     Any such notice or demand shall be deemed to have been duly given or made
and to have become effective (i) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile and
(ii) if sent by registered or certified first-class mail, postage prepaid, on
the third Business Day following the mailing thereof.

     16.7. GOVERNING LAW. THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS
UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID COMMONWEALTH OF
MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE
BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH
OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT
BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN Section 16.6.
THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

     16.8. HEADINGS. The captions in this Credit Agreement are for convenience
of reference only and shall not define or limit the provisions hereof.

     16.9. COUNTERPARTS. This Credit Agreement and any amendment hereof may be
executed in several counterparts and by each party on a separate counterpart,
each of which when executed and delivered shall be an original, and all of which
together shall constitute one instrument. In proving this Credit Agreement it
shall not be necessary to produce or account for more than one such counterpart
signed by the party against whom enforcement is sought. Delivery by facsimile by
any of the parties hereto of an executed counterpart hereof or of any amendment
or waiver hereto shall be as effective as an original executed counterpart
hereof or of such amendment or waiver and shall be considered a representation
that an original executed counterpart hereof or such amendment or waiver, as the
case may be, will be delivered.

<Page>

                                      -79-

     16.10. ENTIRE AGREEMENT, ETC. The Loan Documents and any other documents
executed in connection herewith or therewith express the entire understanding of
the parties with respect to the transactions contemplated hereby. Neither this
Credit Agreement nor any term hereof may be changed, waived, discharged or
terminated, except as provided in Section 16.12.

     16.11. WAIVER OF JURY TRIAL. THE BORROWER HEREBY WAIVES ITS RIGHT TO A JURY
TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS CREDIT AGREEMENT, THE REVOLVING CREDIT NOTES OR ANY OF THE
OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY,
INCLUDING ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF
THE ADMINISTRATIVE AGENT OR ANY LENDER RELATING TO THE ADMINISTRATION OF THE
REVOLVING CREDIT LOANS OR ENFORCEMENT OF THE LOAN DOCUMENTS AND AGREES THAT IT
WILL NOT SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A
JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. Except as prohibited by law, the
Borrower hereby waives any right it may have to claim or recover in any
litigation referred to in the preceding sentence any special, exemplary,
punitive or consequential damages or any damages other than, or in addition to,
actual damages. The Borrower (a) certifies that no representative, agent or
attorney of any Lender or the Administrative Agent has represented, expressly or
otherwise, that such Lender or the Administrative Agent would not, in the event
of litigation, seek to enforce the foregoing waivers and (b) acknowledges that
the Administrative Agent and the Lenders have been induced to enter into this
Credit Agreement, the other Loan Documents to which it is a party by, among
other things, the waivers and certifications contained herein.

     16.12. CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval required
or permitted by this Credit Agreement to be given by the Lenders may be given,
and any term of this Credit Agreement, the other Loan Documents or any other
instrument related hereto or mentioned herein may be amended, and the
performance or observance by the Borrower or any of its Subsidiaries of any
terms of this Credit Agreement, the other Loan Documents or such other
instrument or the continuance of any Default or Event of Default may be waived
(either generally or in a particular instance and either retroactively or
prospectively) with, but only with, the written consent of the Borrower and the
written consent of the Required Lenders. Notwithstanding the foregoing, no
amendment, modification or waiver shall:

            (a) without the written consent of the Borrower and each Lender
     directly affected thereby:

                    (i) reduce or forgive the principal amount of any Revolving
            Credit Loans or Reimbursement Obligations, or reduce the rate of
            interest on the Revolving Credit Notes or the amount of the
            Commitment Fee or Letter

<Page>

                                      -80-

            of Credit Fees (other than interest accruing pursuant to Section
            5.11.2 following the effective date of any waiver by the Required
            Lenders of the Default or Event of Default relating thereto, with
            the Required Lenders being permitted to reduce or forgive any such
            interest from the first day such interest accrued);

                    (ii) increase the amount of such Lender's Commitment or
            extend the expiration date of such Lender's Commitment;

                    (iii) postpone or extend the Revolving Credit Loan Maturity
            Date or any other regularly scheduled dates for payments of
            principal of, or interest on, the Revolving Credit Loans or
            Reimbursement Obligations or any Fees or other amounts payable to
            such Lender (it being understood that (A) a waiver of the
            application of the default rate of interest pursuant to Section
            5.11.2 (including a waiver retroactive to the date such interest
            began accruing), and (B) any vote to rescind any acceleration made
            pursuant to Section 13.1 of amounts owing with respect to the
            Revolving Credit Loans and other Obligations shall require only the
            approval of the Required Lenders); and

                    (iv) other than pursuant to a transaction permitted by the
            terms of this Credit Agreement (including, without limitation, the
            sale of a Guarantor), release all or substantially all of the
            Guarantors from their guaranty obligations under the Guarantees;

            (b) without the written consent of all of the Lenders, amend or
     waive this Section 16.12 or the definition of Required Lenders (it being
     understood that the addition of one or more additional credit facilities,
     the allowance of the credit extensions, interest and fees thereunder to
     share ratably or on a subordinated basis with the Revolving Credit Loans,
     Letters of Credit, interest and Fees in the benefits of the Loan Documents
     and the inclusion of the holders of such facilities in the determination of
     Required Lenders shall require only the approval of the Required Lenders);

            (c) without the written consent of the Administrative Agent, amend
     or waive Section 14, the amount or time of payment of the Administrative
     Agent's Fee or any Letter of Credit Fees payable for the Administrative
     Agent's account or any other provision applicable to the Administrative
     Agent.

No waiver shall extend to or affect any obligation not expressly waived or
impair any right consequent thereon. No course of dealing or delay or omission
on the part of the Administrative Agent or any Lender in exercising any right
shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice
to or demand upon the Borrower shall entitle the Borrower to other or further
notice or demand in similar or other circumstances.

<Page>

                                      -81-

     16.13. SEVERABILITY. The provisions of this Credit Agreement are severable
and if any one clause or provision hereof shall be held invalid or unenforceable
in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction, and shall not in any manner affect such clause or provision
in any other jurisdiction, or any other clause or provision of this Credit
Agreement in any jurisdiction.

<Page>

                                      -82-

     IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

                                     KEANE, INC.


                                     By: /s/ John J. Leahy
                                     -------------------------------------------
                                          Name: John J. Leahy
                                          Title: Senior Vice President and Chief
                                                  Financial Officer

                                          /s/ Francis M. Cleary
                                          --------------------------------------
                                          Name: Francis M. Cleary
                                          Title: Treasurer

                                     FLEET NATIONAL BANK, individually
                                     and as Administrative Agent


                                     By:  /s/
                                     -------------------------------------------
                                          Name:
                                          Director

                                     KEY CORPORATE CAPITAL INC.


                                     By:  /s/
                                     -------------------------------------------
                                          Name:
                                          Title:

<Page>

                                   Schedule 1
                              Lenders; Commitments

                                   SCHEDULE 1
                                BANKS/COMMITMENTS

<Table>
<Caption>
               Lenders                       Commitment         Commitment Percentage
----------------------------------------------------------------------------------------
<S>                                          <C>                         <C>
FLEET NATIONAL BANK                          $ 30,000,000                 60%
DOMESTIC LENDING OFFICE:
100 Federal Street, 01-08-06
Boston, Massachusetts 02110
Attn: John B. Desmond, Director

EURODOLLAR LENDING OFFICE:
Same as above

----------------------------------------------------------------------------------------
KEY CORPORATE CAPITAL INC.                   $ 20,000,000                 40%
DOMESTIC LENDING OFFICE:
127 Public Square, 4th Floor
Cleveland, Ohio 44114
Attn: Jeff Kalinowski, Vice President

EURODOLLAR LENDING OFFICE:
Same as above

----------------------------------------------------------------------------------------
                           Totals:           $ 50,000,000                100%
========================================================================================
</Table>

</TEXT>
</DOCUMENT>
