CHOICEPOINT INC
REVOLVING CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>g76184ex10-1.txt
<DESCRIPTION>REVOLVING CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

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

                           REVOLVING CREDIT AGREEMENT

                            dated as of May 10, 2002

                                      among

                                CHOICEPOINT INC.,

                                  as Borrower,

                           THE LENDERS LISTED HEREIN,

                                 SUNTRUST BANK,

                            as Administrative Agent,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,

                              as Syndication Agent,

                         U.S. BANK NATIONAL ASSOCIATION,

                             as Documentation Agent,

                                       and

                                  BNP PARIBAS,

                             as Documentation Agent

                          FIRST UNION SECURITIES, INC.
                           (D/B/A WACHOVIA SECURITIES)
                                       and
                         SUNTRUST CAPITAL MARKETS, INC.,

                              as Co-Lead Arrangers

================================================================================
<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                <C>
ARTICLE I.   DEFINITIONS; CONSTRUCTION........................................................      1
     Section 1.01.  Definitions...............................................................      1
     Section 1.02.  Accounting Terms and Determination........................................     17
     Section 1.03.  Other Definitional Terms..................................................     18
     Section 1.04.  Exhibits and Schedules....................................................     18

ARTICLE II.  SYNDICATED LOANS AND SWING LINE LOANS............................................     18
     Section 2.01.  Description of Revolving Credit Facilities; Use of Proceeds...............     18
     Section 2.02.  Syndicated Loans..........................................................     19
     Section 2.03.  Syndicated Notes; Repayment of Principal..................................     19
     Section 2.04.  Voluntary Reduction of Syndicated Loan Commitments........................     19
     Section 2.05.  Increase of Syndicated Loan Commitments...................................     19
     Section 2.06.  Syndicated Loan Funding Notices...........................................     21
     Section 2.07.  Swing Line Loans..........................................................     22

ARTICLE IIA. LETTERS OF CREDIT................................................................     23
     Section 2A.01. L/C Commitment............................................................     23
     Section 2A.02. Procedure for Issuance of Letters of Credit...............................     24
     Section 2A.03. Commissions and Other Charges.............................................     24
     Section 2A.04. L/C Participations........................................................     25
     Section 2A.05. Reimbursement Obligation of Borrower......................................     26
     Section 2A.06. Obligations Absolute......................................................     26
     Section 2A.07. Obligations Absolute......................................................     27

ARTICLE III. GENERAL LOAN TERMS...............................................................     27
     Section 3.01.  Disbursement of Funds.....................................................     27
     Section 3.02.  Interest..................................................................     28
     Section 3.03.  Interest Periods..........................................................     29
     Section 3.04.  Fees......................................................................     29
     Section 3.05.  Voluntary Prepayments of Borrowings.......................................     30
     Section 3.06.  Payments, etc.............................................................     31
     Section 3.07.  Interest Rate Not Ascertainable, etc......................................     32
     Section 3.08.  Illegality................................................................     33
     Section 3.09.  Increased Costs...........................................................     33
     Section 3.10.  Lending Offices...........................................................     35
     Section 3.11.  Funding Losses............................................................     35
     Section 3.12.  Assumptions Concerning Funding of Eurodollar Advances.....................     36
     Section 3.13.  Apportionment of Payments.................................................     36
     Section 3.14.  Sharing of Payments, Etc..................................................     36
     Section 3.15.  Benefits to Guarantors....................................................     37

ARTICLE IV.  CONDITIONS TO BORROWINGS AND LETTERS OF CREDIT...................................     37
     Section 4.01.  Conditions Precedent to Initial Loans and Letters of Credit...............     37
     Section 4.02.  Conditions to All Loans...................................................     39
</TABLE>

                                       i
<PAGE>
<TABLE>
<S>                                                                                                <C>
ARTICLE V. REPRESENTATIONS AND WARRANTIES.....................................................     39
     Section 5.01.  Corporate Existence; Compliance with Law..................................     39
     Section 5.02.  Corporate Power; Authorization............................................     39
     Section 5.03.  Enforceable Obligations...................................................     40
     Section 5.04.  No Contractual or Legal Bar...............................................     40
     Section 5.05.  No Material Litigation or Investigations..................................     40
     Section 5.06.  Investment Company Act, Etc...............................................     40
     Section 5.07.  Margin Regulations........................................................     40
     Section 5.08.  Compliance With Environmental Laws........................................     41
     Section 5.09.  Insurance.................................................................     41
     Section 5.10.  No Default................................................................     41
     Section 5.11.  No Burdensome Restrictions................................................     41
     Section 5.12.  Taxes.....................................................................     41
     Section 5.13.  Subsidiaries..............................................................     42
     Section 5.14.  Financial Statements......................................................     42
     Section 5.15.  ERISA.....................................................................     42
     Section 5.16.  Possession of Franchises, Licenses, Etc...................................     43
     Section 5.17.  Patents, Trademarks, Licenses, Etc........................................     43
     Section 5.18.  Ownership of Property.....................................................     44
     Section 5.19.  Financial Condition.......................................................     44
     Section 5.20.  Labor Matters.............................................................     44
     Section 5.21.  Payment or Dividend Restrictions..........................................     44
     Section 5.22.  Outstanding Indebtedness..................................................     44
     Section 5.23.  Disclosure................................................................     45

ARTICLE VI. AFFIRMATIVE COVENANTS.............................................................     45
     Section 6.01.  Corporate Existence, Etc..................................................     45
     Section 6.02.  Compliance with Laws, Etc.................................................     45
     Section 6.03.  Payment of Taxes and Claims, Etc..........................................     45
     Section 6.04.  Keeping of Books..........................................................     45
     Section 6.05.  Visitation, Inspection, Etc...............................................     46
     Section 6.06.  Insurance; Maintenance of Properties......................................     46
     Section 6.07.  Reporting Covenants.......................................................     47
     Section 6.08.  Financial Covenants.......................................................     50
     Section 6.09.  Additional Credit Parties.................................................     50
     Section 6.10.  Intellectual Property.....................................................     51

ARTICLE VII. NEGATIVE COVENANTS...............................................................     51
     Section 7.01.  Liens.....................................................................     51
     Section 7.02.  Guaranties................................................................     52
     Section 7.03.  Mergers, Consolidations...................................................     52
     Section 7.04.  Asset Sales...............................................................     53
     Section 7.05   Investments, Loans, Etc...................................................     53
     Section 7.06   Sale and Leaseback Transactions...........................................     55
     Section 7.07.  Transactions with Affiliates..............................................     55
     Section 7.08.  ERISA.....................................................................     55
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                                                <C>
     Section 7.09.  Additional Negative Pledges...............................................     56
     Section 7.10.  Changes in Business.......................................................     56
     Section 7.11.  Limitation on Payment Restrictions Affecting Consolidated Companies.......     56
     Section 7.12.  Actions Under Certain Documents...........................................     57
     Section 7.13.  Amendments; Payments and Prepayments of Subordinated Debt.................     57
     Section 7.14.  Changes in Fiscal Year....................................................     57

ARTICLE VIII. EVENTS OF DEFAULT...............................................................     57
     Section 8.01.  Payments..................................................................     57
     Section 8.02.  Covenants Without Notice..................................................     57
     Section 8.03.  Other Covenants...........................................................     58
     Section 8.04.  Representations...........................................................     58
     Section 8.05.  Non-Payments of Other Indebtedness........................................     58
     Section 8.06.  Defaults Under Other Agreements...........................................     58
     Section 8.07.  Bankruptcy................................................................     58
     Section 8.08.  Money Judgment............................................................     59
     Section 8.09.  Change in Control of Borrower.............................................     59
     Section 8.10.  Default Under Other Credit Documents......................................     59
     Section 8.11.  Attachments...............................................................     59
     Section 8.12.  Remedies..................................................................     59
     Section 8.13.  Crediting of Payments and Proceeds........................................     60

ARTICLE IX. THE ADMINISTRATIVE AGENT AND THE SYNDICATION AGENT................................     61
     Section 9.01.  Appointment of Administrative Agent.......................................     61
     Section 9.02.  Appointment of Syndication Agent..........................................     61
     Section 9.03.  Nature of Duties of Agents................................................     61
     Section 9.04.  Lack of Reliance on the Agents............................................     61
     Section 9.05.  Certain Rights of the Agents..............................................     62
     Section 9.06.  Reliance by the Agents....................................................     62
     Section 9.07.  Indemnification of the Agents.............................................     62
     Section 9.08.  The Agents in their Individual Capacities.................................     63
     Section 9.09.  Holders of Notes..........................................................     63
     Section 9.10.  Successor Agents..........................................................     63

ARTICLE X. MISCELLANEOUS......................................................................     64
     Section 10.01. Notices...................................................................     64
     Section 10.02. Amendments, Etc...........................................................     65
     Section 10.03. No Waiver; Remedies Cumulative............................................     66
     Section 10.04. Payment of Expenses, Etc..................................................     66
     Section 10.05. Right of Setoff...........................................................     67
     Section 10.06. Benefit of Agreement......................................................     67
     Section 10.07. Governing Law.............................................................     70
     Section 10.08. Jurisdiction and Venue....................................................     70
     Section 10.09. Binding Arbitration; Waiver of Jury Trial.................................     71
     Section 10.10. Reversal of Payments......................................................     72
     Section 10.11. Injunctive Relief; Punitive Damages.......................................     72
</TABLE>


                                      iii
<PAGE>
<TABLE>
<S>                                                                                                <C>
     Section 10.12. Independent Nature of Lenders' Rights.....................................     72
     Section 10.13. Release of Guarantors.....................................................     72
     Section 10.14. Counterparts..............................................................     72
     Section 10.15. Effectiveness; Survival...................................................     73
     Section 10.16. Severability..............................................................     73
     Section 10.17. Independence of Covenants.................................................     73
     Section 10.18. Headings Descriptive; Entire Agreement....................................     73
</TABLE>


                                       iv
<PAGE>
                                    SCHEDULES
<TABLE>
<S>              <C>
SCHEDULE 1       Syndicated Lenders and Syndicated Loan Commitments
SCHEDULE 5.13    Organization and Ownership of Subsidiaries
SCHEDULE 5.22    Outstanding Indebtedness
</TABLE>

<TABLE>
<CAPTION>
                                    EXHIBITS

<S>                    <C>     <C>
EXHIBIT A              -       Form of Syndicated Note
EXHIBIT B              -       Form of Swing Line Note
EXHIBIT C              -       Form of Guaranty Agreement
EXHIBIT D              -       Form of Contribution Agreement
EXHIBIT E              -       Form of Closing Certificate
EXHIBIT F-1            -       Form of Opinion of Jones, Day, Reavis & Pogue
EXHIBIT F-2                    Form of Opinion of in-house general counsel
EXHIBIT G              -       Form of Assignment and Acceptance Agreement
EXHIBIT H              -       Form of Compliance Certificate
</TABLE>
<PAGE>
                           REVOLVING CREDIT AGREEMENT

      THIS REVOLVING CREDIT AGREEMENT made and entered into as of May 10, 2002,
by and among CHOICEPOINT INC., a Georgia corporation ("Borrower"), SUNTRUST
BANK, a Georgia banking corporation ("SunTrust"), WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association ("Wachovia"), the other banks and
lending institutions listed on the signature pages hereof, and any assignees of
Wachovia, SunTrust, or such other banks and lending institutions which become
"Lenders" as provided herein (Wachovia, SunTrust, and such other banks, lending
institutions and assignees are referred to collectively herein as the
"Lenders"), SunTrust Bank, in its capacity as Administrative Agent for the
Lenders and each successor Administrative Agent for such Lenders as may be
appointed from time to time pursuant to Article IX hereof (the "Administrative
Agent"), Wachovia, in its capacity as Syndication Agent for the Lenders and each
successor Syndication Agent for such Lenders as may be appointed from time to
time pursuant to Article IX hereof (the "Syndication Agent"), U.S. Bank National
Association, as Documentation Agent, and BNP Paribas, as Documentation Agent.

                              W I T N E S S E T H:

      WHEREAS, Borrower has requested that the Lenders extend to Borrower
certain credit facilities, amend and restate the Existing Credit Agreement and
the Lenders are willing to do so, on the terms and subject to the conditions
contained herein.

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, Borrower, the Lenders, the Administrative Agent and the
Syndication Agent agree as follows:

                                   ARTICLE I.
                            DEFINITIONS; CONSTRUCTION

      SECTION 1.01. DEFINITIONS. In addition to the other terms defined herein,
the following terms used herein shall have the meanings herein specified (to be
equally applicable to both the singular and plural forms of the terms defined):

      "Administrative Agent" shall mean SunTrust Bank, a Georgia banking
corporation, and any successor Administrative Agent appointed pursuant to
Section 9.10.

      "Advance" shall mean any principal amount advanced and remaining
outstanding at any time under (i) the Syndicated Loans, which Advances shall be
made or outstanding as Base Rate Advances or Eurodollar Advances, as the case
may be, and (ii) the Swing Line Loans, which Advances shall be made or
outstanding as Swing Rate Advances.

      "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by, or under common control with, such Person, whether
through the ownership of
<PAGE>
voting securities, by contract or otherwise. For purposes of this definition,
"control" (including with correlative meanings, the terms "controlling",
"controlled by", and "under common control with") as applied to any Person,
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of that Person.

      "Agents" shall mean, collectively, the Administrative Agent and the
Syndication Agent.

      "Agreement" shall mean this Revolving Credit Agreement, as amended,
modified, restated, or supplemented from time to time.

      "Applicable Commitment Percentage" shall mean the percentage designated on
the chart set forth below based on Borrower's ratio of Funded Debt to
Consolidated EBITDA, measured quarterly, effective in the second fiscal quarter
immediately following the date of delivery of the Compliance Certificate to the
Administrative Agent:

<TABLE>
<CAPTION>
                                                                      APPLICABLE COMMITMENT
      LEVEL     FUNDED DEBT TO CONSOLIDATED EBITDA RATIO                  PERCENTAGE
<S>             <C>                                                   <C>
        I       Greater than or equal to 2.50 to 1.00                         0.30%

        II      Greater  than or  equal  to 2.00 to  1.00,  but               0.25%
                less than 2.50 to 1.00

       III      Greater  than or  equal  to 1.50 to  1.00,  but               0.20%
                less than 2.00 to 1.00

        IV      Greater  than or  equal  to 0.50 to  1.00,  but               0.15%
                less than 1.50 to 1.00

        V       Less than 0.50 to 1.00                                        0.15%
</TABLE>

For purposes of the foregoing, (i) the Applicable Commitment Percentage on the
Closing Date shall be based on Level IV and shall remain at Level IV until the
first calculation date following the receipt of the Compliance Certificate for
the fiscal quarter ending June 30, 2002; and (ii) if Borrower fails to provide
the Compliance Certificate and related financial statements required by Section
6.07 within the applicable time period set forth therein, the Applicable
Commitment Percentage shall be adjusted to Level I on the first day of the
following fiscal quarter until such Compliance Certificate and related financial
statements are delivered.

      "Applicable Margin" shall mean the percentage designated on the chart set
forth below based on Borrower's ratio of Funded Debt to Consolidated EBITDA,
measured quarterly, effective in the second fiscal quarter immediately following
the date of delivery of the Compliance Certificate to the Administrative Agent:

<TABLE>
<CAPTION>
      LEVEL      FUNDED DEBT TO CONSOLIDATED EBITDA RATIO              APPLICABLE MARGIN
<S>              <C>                                                   <C>
        I        Greater than or equal to 2.50 to 1.00                      1.200%

        II       Greater  than or  equal  to 2.00 to  1.00,  but            1.000%
                 less than 2.50 to 1.00

       III       Greater  than or  equal  to 1.50 to  1.00,  but            0.800%
                 less than 2.00 to 1.00

        IV       Greater  than or  equal  to 0.50 to  1.00,  but            0.600%
                 less than 1.50 to 1.00

        V        Less than 0.50 to 1.00                                     0.475%
</TABLE>


                                       2
<PAGE>
For purposes of the foregoing, (i) the Applicable Margin on the Closing Date
shall be based on Level IV and shall remain at Level IV until the first
calculation date following the receipt of the Compliance Certificate for the
fiscal quarter ending June 30, 2002; and (ii) if Borrower fails to provide the
Compliance Certificate and related financial statements required by Section 6.07
within the applicable time period set forth therein, the Applicable Margin shall
be adjusted to Level I on the first day of the following fiscal quarter until
such Compliance Certificate and related financial statements are delivered.

      "Application" means an application, in the form specified by the Issuing
Lender from time to time, requesting the Issuing Lender to issue a Letter of
Credit.

      "Asset Sale" shall mean any sale or other disposition (or a series of
related sales or other dispositions), including without limitation, loss,
damage, destruction or taking to the extent not covered by insurance, by any
Consolidated Company to any Person other than a Consolidated Company, of any
property or asset (including Capital Stock but excluding the issuance and sale
by Borrower of its own Capital Stock), other than sales or other dispositions
made in the ordinary course of business of any Consolidated Company.

      "Asset Securitization" shall mean the asset securitization program entered
into by the Receivable Subsidiaries and Three Pillars Funding Corporation.

      "Asset Securitization Agreements" shall mean those documents which govern
the Asset Securitization (as the same may be amended, restated, supplemented or
otherwise modified from time to time as permitted by this Agreement).

      "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an Eligible Assignee in accordance with the terms
of this Agreement and substantially in the form of Exhibit G.

      "Bankruptcy Code" shall mean The Bankruptcy Code of 1978, as amended and
in effect from time to time (11 U.S.C. ss. 101 et seq.).

      "Base Rate" shall mean the higher of (with any change in the Base Rate to
be effective as of the date of change of either of the following rates):

      (a) the rate which the Administrative Agent so denominates and sets from
time to time to be its prime lending rate, as in effect from time to time, and


                                       3
<PAGE>
            (b) the Federal Funds Rate, as in effect from time to time, plus
one-half of one percent (0.50%) per annum.

      The Administrative Agent's prime lending rate is a reference rate and does
not necessarily represent the lowest or best rate charged to customers; the
Administrative Agent may make commercial loans or other loans at rates of
interest at, above or below the Administrative Agent's prime lending rate.

      "Base Rate Advance" shall mean an Advance made or outstanding as (i) a
Syndicated Loan bearing interest based on the Base Rate or (ii) an Advance
bearing interest at the rate agreed upon between Borrower and the Lenders
pursuant to Section 3.07, Section 3.08 or Section 3.09.

      "Bond Obligations" shall mean all obligations of the Consolidated
Companies arising under or pursuant to that certain Lease Agreement (the
"Equipment Lease") dated as of December 1, 2001, by and between Development
Authority of Fulton County, as lessor of certain equipment described therein
(the "Lessor"), and Borrower, as lessee of such equipment (in such capacity, the
"Lessee"), and all other instruments, documents, and agreements relating to such
lease or that certain $30,000,000 Development Authority of Fulton County Taxable
Industrial Development Revenue Bond (ChoicePoint Inc. Project), Equipment Series
(the "Bond"), including, without limitation, that certain Bond Guaranty
Agreement dated as of December 31, 2001, issued by Borrower, in its capacity as
guarantor (in such capacity, the "Bond Guarantor") in favor of Borrower, in its
capacity as purchaser of the Bond (the "Bond Purchaser") pursuant to which the
Bond Guarantor unconditionally guaranteed payment and performance of the debt
service on the Bond for the benefit of the Bond Purchaser (the Bond Purchaser
having financed the acquisition by the Lessor of the equipment which was leased
to the Lessee), and, since Borrower is the Lessee, the Bond Purchaser and the
Bond Guarantor, the Bond Obligations are not required to be classified as a
liability of Borrower in accordance with GAAP.

      "Borrower" shall mean ChoicePoint Inc., a Georgia corporation, and its
successors.

      "Borrowing" shall mean the incurrence by Borrower under any Facility of
Advances of one Type concurrently having the same Interest Period or the
continuation or conversion of an existing Borrowing or Borrowings in whole or in
part.

      "Business Day" shall mean any day which is neither a Saturday or Sunday
nor a legal holiday on which banks are required or authorized to close in
Atlanta, Georgia.

      "Capital Stock" shall mean, with respect to any Person, all capital stock
of such Person, whether voting or nonvoting, including common stock and
preferred stock of such Person.

      "Change in Control Provision" shall mean any term or provision contained
in any indenture, debenture, note, or other agreement or document evidencing or
governing Indebtedness of Borrower evidencing debt or a commitment to extend
loans in excess of


                                       4
<PAGE>
$5,000,000 which requires, or permits the holder(s) of such Indebtedness of
Borrower to require that such Indebtedness of Borrower be redeemed, repurchased,
defeased, prepaid or repaid, either in whole or in part, or the maturity of such
Indebtedness of Borrower to be accelerated in any respect, as a result of a
change in ownership of the Capital Stock of Borrower or voting rights with
respect thereto.

      "Closing Date" shall mean the date on or before May 28, 2002 on which the
initial Loans are made or deemed to have been made hereunder and the conditions
set forth in Section 4.01 are satisfied or waived in accordance with Section
10.02.

      "Commitment" shall mean (i) for any Syndicated Lender at any time, its
Syndicated Loan Commitment, (ii) for the Swing Line Lender at any time, its
Swing Line Commitment, and (iii) for the Issuing Lender at any time, its L/C
Commitment, in each case as the context may require.

      "Compliance Certificate" shall have the meaning set forth in Section
6.07(c).

      "Consolidated Companies" shall mean, collectively, Borrower and all of its
Subsidiaries other than the Receivables Subsidiaries.

      "Consolidated EBIT" shall mean, for any fiscal period of Borrower, an
amount equal to (A) the sum for such fiscal period of Consolidated Net Income
(Loss) and, to the extent deducted in determining such Consolidated Net Income
(Loss), provisions for (i) taxes based on income and (ii) Consolidated Interest
Expense, minus (B) any items of gain (or plus any items of loss) which were
included in determining such Consolidated Net Income (Loss) and were (x) not
realized in the ordinary course of business (whether or not classified as
"ordinary" by GAAP), (y) the result of any sale of assets, or (z) resulting from
minority investments, together in the case of (x), (y) or (z), any related
provision for taxes included in Consolidated Net Income (Loss) with respect
thereto, plus (C) non-recurring non-cash charges, including without limitation,
accruals related to any acquisition and earnouts incurred in connection with any
acquisition to the extent not paid in cash.

      "Consolidated EBITDA" shall mean, for any four fiscal-quarter period of
Borrower, an amount equal to the sum of (A) Consolidated EBIT plus (B)
depreciation and amortization expense to the extent deducted in determining
Consolidated Net Income (Loss), plus (C) without duplication, the sum of the
following items to the extent not included in Consolidated EBITDA for such
period:

            (1) the net income (or net loss) for such four fiscal-quarter period
of any Person which became a Subsidiary during such period (a "New Subsidiary");

            (2) the net income (or net loss) derived during such four
fiscal-quarter period from any assets acquired by any Consolidated Company
during such period ("New Assets");

            (3) the sum of (x) taxes based on income, (y) Consolidated Interest
Expense and (z) depreciation and amortization expense, in each case to the
extent deducted in determining net income of any New Subsidiary or derived from
any New Assets during such four fiscal-


                                       5
<PAGE>
quarter period, minus any items of gain (or plus any items of loss) which were
included in determining such net income and were (aa) not realized in the
ordinary course of business (whether or not classified as "ordinary" by GAAP),
(bb) the result of any sale of assets, or (cc) resulting from minority
investments, together in the case of (aa), (bb) or (cc), any related provision
for taxes included in such net income with respect thereto; and

            (4) non-recurring non-cash charges of any New Subsidiary or derived
from any New Assets during such four fiscal-quarter period, including without
limitation, accruals related to any acquisition and earnouts incurred in
connection with any acquisition to the extent not paid in cash.

      "Consolidated EBITR" shall mean, for any fiscal period of Borrower, an
amount equal to the sum of Consolidated EBIT plus Consolidated Rental Expense
for such period.

      "Consolidated Fixed Charges" shall mean, for any fiscal period of
Borrower, the sum of (A) Consolidated Interest Expense, plus (B) Consolidated
Rental Expense, plus (C) dividends and distributions on Capital Stock paid in
cash during such fiscal period by Borrower, any other Consolidated Company or
any Receivables Subsidiary.

      "Consolidated Interest Expense" shall mean, for any fiscal period of
Borrower, total interest expense of the Consolidated Companies and the
Receivables Subsidiaries (including without limitation, interest expense
attributable to capitalized leases in accordance with GAAP, all commissions,
discounts and other fees and charges owed with respect to bankers acceptance
financing, and total interest expense (whether shown as interest expense or as
loss and expenses on sale of receivables) under a receivables purchase facility)
determined on a consolidated basis in accordance with GAAP.

      "Consolidated Net Income (Loss)" shall mean, for any fiscal period of
Borrower, the net income (or loss) of the Consolidated Companies and the
Receivables Subsidiaries for such period (taken as a single accounting period),
but excluding therefrom (to the extent otherwise included therein) the income of
any Consolidated Company or any Receivables Subsidiary to the extent that the
declaration or payment of dividends or similar distributions by such
Consolidated Company or Receivables Subsidiary of that income is not at the time
permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation.

      "Consolidated Net Worth" shall mean, without duplication, as of any date
of determination, shareholders' equity of the Consolidated Companies, determined
on a consolidated basis in conformity with GAAP.

      "Consolidated Rental Expense" shall mean, for any fiscal period of
Borrower, the operating lease expense of the Consolidated Companies and the
Receivables Subsidiaries determined in accordance with GAAP for leases with an
initial term greater than one year, as disclosed in the notes to Borrower's
consolidated financial statements of the Consolidated Companies or as disclosed
in the notes to any Receivables Subsidiary's financial statements, determined on
a consolidated basis in accordance with GAAP.


                                       6
<PAGE>
      "Contractual Obligation" of any Person shall mean any provision of any
security issued by such Person or of any agreement, instrument or undertaking
under which such Person is obligated or by which it or any of the property owned
by it is bound.

      "Credit Documents" shall mean, collectively, this Agreement, the Notes,
the Applications, the Guaranty Agreements, and all other documents, instruments,
certificates and opinions executed and delivered in connection with the
foregoing.

      "Credit Parties" shall mean, collectively, each of Borrower, the
Guarantors, and every other Person who from time to time executes a supplement
to the Guaranty Agreements with respect to all or any portion of the
Obligations.

      "Default" shall mean any condition or event which, with notice or lapse of
time or both, would constitute an Event of Default.

      "Dollar" and "U.S. Dollar" and the sign "$" shall mean lawful money of the
United States of America.

      "Eligible Assignee" shall mean any of the following (i) a commercial bank
organized under the laws of the United States, or any State thereof, and having
total assets in excess of $100,000,000; (ii) a savings and loan association or
savings bank organized under the laws of the United States, or any State
thereof, and having total assets in excess of $100,000,000; (iii) a commercial
bank organized under the laws of any other country having total assets in excess
of $100,000,000, provided that such bank is acting through a branch or agency
located in the United States; (iv) a finance company, insurance company or other
financial institution, lender or fund (whether a corporation, partnership or
other entity) which is engaged in making, purchasing or otherwise investing in
commercial loans in the ordinary course of its business, and having total assets
in excess of at least $100,000,000; (v) any Lender or any Affiliate of any
Lender; or (vi) any other Person consented to by Borrower and the Agent, such
consent not unreasonably to be withheld.

      "Environmental Laws" shall mean all federal, state, local and foreign
statutes and codes or regulations, rules or ordinances issued, promulgated, or
approved thereunder, now or hereafter in effect (including, without limitation,
those with respect to asbestos or asbestos containing material or exposure to
asbestos or asbestos containing material), relating to pollution or protection
of the environment and relating to public health and safety, relating to (i)
emissions, discharges, releases or threatened releases of pollutants,
contaminants, chemicals or industrial toxic or hazardous constituents,
substances or wastes, including without limitation, any Hazardous Substance,
petroleum including crude oil or any fraction thereof, any petroleum product or
other waste, chemicals or substances regulated by any Environmental Law into the
environment (including without limitation, ambient air, surface water, ground
water, land surface or subsurface strata), or (ii) the manufacture, processing,
distribution, use, generation, treatment, storage, disposal, transport or
handling of any Hazardous Substance, petroleum including crude oil or any
fraction thereof, any petroleum product or other waste, chemicals or substances
regulated by any Environmental Law, and (iii) underground storage tanks and
related piping, and


                                       7
<PAGE>
emissions, discharges and releases or threatened releases therefrom, such
Environmental Laws to include, without limitation (i) the Clean Air Act (42
U.S.C. ss. 7401 et seq.), (ii) the Clean Water Act (33 U.S.C. ss. 1251 et seq.),
(iii) the Resource Conservation and Recovery Act (42 U.S.C. ss. 6901 et seq.),
(iv) the Toxic Substances Control Act (15 U.S.C. ss. 2601 et seq.), (v) the
Comprehensive Environmental Response Compensation and Liability Act, as amended
by the Superfund Amendments and Reauthorization Act (42 U.S.C. ss. 9601 et
seq.), and (vi) all applicable national and local laws or regulations with
respect to environmental control (including applicable laws of the Federal
Republic of Germany or any applicable international agreements).

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

      "ERISA Affiliate" shall mean, with respect to any Person, each trade or
business (whether or not incorporated) which is a member of a group of which
that Person is a member and which is under common control within the meaning of
the regulations promulgated under Section 414 of the Tax Code.

      "Eurodollar Advance" shall mean an Advance made or outstanding as a
Syndicated Loan bearing interest based on LIBOR.

      "Eurodollar Business Day" shall mean a Business Day on which trading is
carried on by and between banks in deposits of Dollars in the London interbank
market.

      "Eurodollar Reserve Percentage" shall mean, for any Bank which is a member
bank of the Federal Reserve System, on any day that percentage (expressed as a
decimal) which is in effect on such day, as prescribed by the Board of Governors
of the Federal Reserve System (or any successor) for determining the reserve
requirement for such Bank in respect of "Eurocurrency liabilities" (or in
respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Eurodollar Advances is determined or any
category of extensions of credit or other assets which includes loans by a
non-United States office of any Bank to the United States residents).

      "Event of Default" shall have the meaning provided in Article VIII.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time, and any successor statute thereto.

      "Executive Officer" shall mean, with respect to any Person, Chief
Executive Officer, President, Chief Operating Officer, Chief Financial Officer,
the General Counsel, the Treasurer, any Assistant Treasurer and any Person
holding comparable offices or duties.

      "Existing Facility" shall mean the credit facilities provided to Borrower
pursuant to the Revolving Credit Agreement dated as of August 5, 1997, by and
among Borrower, the lenders party thereto, Wachovia (f/k/a Wachovia Bank, N.A.),
as administrative agent, and SunTrust (f/k/a SunTrust Bank, Atlanta), as
documentation agent.


                                       8
<PAGE>
      "Facility" or "Facilities" shall mean the credit facilities made available
to Borrower pursuant to the Syndicated Loan Commitments, the Swing Line
Commitment, and the L/C Facility, as the context may indicate.

      "Facility Fee" shall have the meaning assigned to such term in Section
3.04.

      "Federal Funds Rate" shall mean for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with member banks 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 Atlanta, or, if such rate is not so published for
any day which is a Business Day, the average of the quotations for such day on
such transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by the Administrative Agent.

      "Fixed Charge Coverage Ratio" shall mean, as of the last day of any fiscal
quarter of Borrower, the ratio of (A) Consolidated EBITR to (B) Consolidated
Fixed Charges, in each case calculated with respect to the immediately preceding
four fiscal quarters ending on such date.

      "Foreign Plan" shall mean any pension, profit sharing, deferred
compensation, or other employee benefit plan, program or arrangement maintained
by any Foreign Subsidiary which, under applicable local law, is required to be
funded through a trust or other funding vehicle, but shall not include any
benefit provided by a foreign government or its agencies.

      "Foreign Subsidiary" shall mean each Consolidated Company that is
organized under the laws of a jurisdiction other than the United States of
America or any State thereof.

      "Funded Debt" shall mean all Indebtedness for money borrowed, Indebtedness
evidenced or secured by purchase money Liens, capitalized leases, outstandings
under asset securitization vehicles, conditional sales contracts and similar
title retention debt instruments, including any current maturities of the
foregoing, which by its terms matures more than one year from the date of any
calculation thereof or which is renewable or extendable at the option of the
obligor to a date beyond one year from such date. The calculation of Funded Debt
shall include (i) all Funded Debt of the Consolidated Companies and the
Receivables Subsidiaries, plus (ii) all Funded Debt of other Persons to the
extent guaranteed by a Consolidated Company or a Receivables Subsidiary, to the
extent supported by a letter of credit issued for the account of a Consolidated
Company or a Receivables Subsidiary, or as to which and to the extent which a
Consolidated Company or a Receivables Subsidiary or their respective assets
otherwise have become liable for payment thereof, plus (iii) the redemption
amount with respect to the stock of Borrower required to be redeemed during the
next succeeding twelve months at the option of the holder or its Subsidiaries.
Notwithstanding the foregoing, "Funded Debt" shall exclude (x) the Lease
Obligations, in an aggregate amount not to exceed $77,000,000 (but Lease
Obligations in excess of $77,000,000 shall be included in "Funded Debt"), and
(y) all operating lease obligations.


                                       9
<PAGE>
      "GAAP" shall mean generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination.

      "Guarantors" shall mean, collectively, all Material Subsidiaries in
existence on the Closing Date and listed on Schedule 5.13, and all other
Material Subsidiaries formed, acquired or existing after the Closing Date, but
excluding all Foreign Subsidiaries and those Guarantors released from the
Guaranty Agreements pursuant to Section 10.13 or otherwise.

      "Guaranty" shall mean any contractual obligation, contingent or otherwise,
of a Person with respect to any Indebtedness or other obligation or liability of
another Person, including without limitation, any such Indebtedness, obligation
or liability directly or indirectly guaranteed, endorsed, co-made or discounted
or sold with recourse by that Person, or in respect of which that Person is
otherwise directly or indirectly liable, including contractual obligations
(contingent or otherwise) arising through any agreement to purchase, repurchase,
or otherwise acquire such Indebtedness, obligation or liability or any security
therefor, or any agreement to provide funds for the payment or discharge thereof
(whether in the form of loans, advances, stock purchases, capital contributions
or otherwise), or to maintain solvency, assets, level of income, or other
financial condition, or to make any payment other than for value received. The
amount of any Guaranty shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which guaranty is
made or, if not so 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.

      "Guaranty Agreements" shall mean, collectively, (i) the Guaranty
Agreement, dated as of even date herewith, executed by each of the Guarantors in
favor of the Lenders and the Agents, substantially in the form of Exhibit C, as
the same may be amended, restated or supplemented from time to time and (ii) the
Contribution Agreement, dated as of even date herewith, executed by each of the
Guarantors and Borrower in favor of the Lenders and the Agents, substantially in
the form of Exhibit D, as the same may be amended, restated or supplemented from
time to time.

      "Hazardous Substances" shall have the meaning assigned to that term in the
Comprehensive Environmental Response Compensation and Liability Act of 1980, as
amended by the Superfund Amendments and Reauthorization Act of 1986.

      "Indebtedness" of any Person shall mean, without duplication (i) all
obligations of such Person which in accordance with GAAP would be shown on the
balance sheet of such Person as a liability (including, without limitation,
obligations for borrowed money and for the deferred purchase price of property
or services, and obligations evidenced by bonds, debentures, notes or other
similar instruments); (ii) all rental obligations under leases required to be
capitalized under GAAP; (iii) all Guaranties of such Person; (iv) all
obligations, contingent or otherwise, of such Person relative to the face amount
of letters of credit, whether or not drawn, including, without limitation (but
without duplication), any Reimbursement Obligations, and banker's acceptances


                                       10
<PAGE>
issued for the account of such Person; (v) Indebtedness of others secured by any
Lien upon property owned by such Person, whether or not assumed; (vi)
obligations or other liabilities under currency contracts, interest rate hedging
contracts, or similar agreements or combinations thereof to the extent required
to be disclosed in such Person's financial statements in accordance with GAAP
and (vii) the Lease Obligations. Notwithstanding the foregoing, "Indebtedness"
shall exclude the Bond Obligations to the extent not required to be classified
as a liability in accordance with GAAP.

      "Interest Period" shall mean (i) as to any Eurodollar Advances, the
interest period selected by Borrower pursuant to Section 3.03(a), and (ii) as to
any Swing Rate Advances, the interest period requested by Borrower and agreed to
by the Swing Line Lender pursuant to Section 2.07(c).

      "Investment" shall mean, when used with respect to any Person, any direct
or indirect advance, loan or other extension of credit (other than the creation
of receivables in the ordinary course of business) or capital contribution by
such Person (by means of transfers of property to others or payments for
property or services for the account or use of others, or otherwise) to any
Person, or any direct or indirect purchase or other acquisition by such Person
of, or of a beneficial interest in, Capital Stock, partnership interests, bonds,
notes, debentures or other securities issued by any other Person. Each
Investment shall be valued as of the date made; provided that any Investment or
portion of an Investment consisting of Debt shall be valued at the outstanding
principal balance thereof as of the date of determination.

      "ISP98" - means the International Standby Practices (1998 Revision,
effective January 1, 1999), International Chamber of Commerce Publication No.
590.

      "Issuing Lender" means SunTrust, in its capacity as issuer of any Letter
of Credit, or any successor thereto.

      "L/C Commitment" means the lesser of (a) $10,000,000 and (b) the total
Syndicated Loan Commitments.

      "L/C Facility" means the letter of credit facility established pursuant to
Article IIA hereof.

      "L/C Obligations" means at any time, an amount equal to the sum of (a) the
aggregate undrawn and unexpired amount of the then outstanding Letters of Credit
and (b) the aggregate amount of drawings under Letters of Credit which have not
then been reimbursed pursuant to Section 2A.05.

      "L/C Participants" means the collective reference to all the Lenders other
than the Issuing Lender.

      "Lease Documents" shall mean, collectively, (i) that certain Lease
Agreement, dated as of July 31, 1997, by and between Borrower, as lessee, and
SunTrust Banks, Inc., as lessor, pursuant to which Borrower has leased its
office building located at 1000 Alderman Drive,


                                       11
<PAGE>
Alpharetta, Georgia 30005, (ii) that certain Master Agreement, dated as of July
31, 1997, by and among Borrower as lessee, SunTrust Banks, Inc., as lessor and
SunTrust Bank, Atlanta, as Agent, (iii) that certain Lease Agreement, dated as
of August 29, 2001, by and between Borrower and certain of its Subsidiaries, as
lessees, and Atlantic Financial Group, Ltd., as lessor, pursuant to which
Borrower has leased certain real property located at 1050 Alderman Drive,
Alpharetta, GA 30005, (iv) that certain Master Agreement, dated as of August 29,
2001, by and among Borrower and certain of its Subsidiaries, as lessees,
Borrower, as guarantor, Atlantic Financial Group, Ltd., as lessor, and SunTrust
Bank, as Agent, (v) a contemplated transaction by and among Development
Authority of Fulton County, Borrower, and Atlantic Financial Group, Ltd.,
wherein, in connection with a contemplated Development Authority of Fulton
County Taxable Industrial Development Revenue Bond (ChoicePoint Inc. Project),
Building Series, which bond is currently contemplated to be in a principal
amount of approximately $52,200,000, the property subject to the Master
Agreement and the Lease Agreement described in clauses (iii) and (iv) will be
transferred by Atlantic Financial Group, Ltd. to Development Authority of Fulton
County, leased back by Atlantic Financial Group, Ltd. and subleased by Borrower
from Atlantic Financial Group, Ltd., still subject to such Master Agreement and
the terms contained in such Lease Agreement and (vi) all other documents,
instruments and agreements executed in connection therewith (as the same may be
amended, restated, supplemented or otherwise modified from time to time as
permitted by this Agreement).

      "Lease Obligations" shall mean the obligations of Borrower under the Lease
Documents in an aggregate amount not to exceed $77,000,000, as such amount may
be increased pursuant to Section 7.12.

      "Lender" or "Lenders" shall mean SunTrust, Wachovia the other banks and
lending institutions listed on the signature pages hereof, each other bank or
financial institution which becomes a Lender hereunder pursuant to Section
2.05(c), and each assignee thereof, if any, pursuant to Section 10.06(c).

      "Lending Office" shall mean for each Lender the office such Lender may
designate in writing from time to time to Borrower and the Administrative Agent
with respect to each Type of Loan.

      "Letters of Credit" shall have the meaning assigned thereto in Section
2A.01.

      "LIBOR" shall mean, for any Interest Period, with respect to Eurodollar
Advances under the Syndicated Loan Commitments, the offered rate for deposits in
Dollars, for a period comparable to the Interest Period and in an amount
comparable to the Administrative Agent's portion of such Advances, appearing on
Telerate Page 3750 as of 11:00 A.M. (London, England time) on the day that is
two Eurodollar Business Days prior to the first day of the Interest Period. If
two or more of such rates appear on such Telerate Page, the rate shall be the
arithmetic mean of such rates. If the foregoing rate is unavailable from
Telerate for any reason, then such rate shall be determined by the
Administrative Agent from the Reuters Screen LIBO Page or, if such rate is also
unavailable on such service, then on any other interest rate reporting service
of recognized standing designated in writing by the Administrative Agent to
Borrower and the other Lenders; in any such case rounded, if necessary, to the
next higher 1/100 of 1.0%, if the rate is not such a multiple.


                                       12
<PAGE>
      "Lien" shall mean any mortgage, pledge, security interest, lien, charge,
hypothecation, assignment, deposit arrangement, title retention, preferential
property right, trust or other arrangement having the practical effect of the
foregoing and shall include the interest of a vendor or lessor under any
conditional sale agreement, capitalized lease or other title retention
agreement.

      "Loans" shall mean, collectively, the Syndicated Loans and the Swing Line
Loans.

      "Margin Regulations" shall mean Regulation T, Regulation U and Regulation
X of the Board of Governors of the Federal Reserve System, as the same may be in
effect from time to time.

      "Margin Stock" shall have the meaning set forth in the Margin Regulations.

      "Materially Adverse Effect" shall mean any materially adverse change in
(i) the business, assets, liabilities, financial condition or results of
operations of the Consolidated Companies, taken as a whole, (ii) the ability of
Borrower to perform its obligations under this Agreement, or (iii) the ability
of the other Credit Parties (taken as a whole) to perform their respective
obligations under the Credit Documents.

      "Material Subsidiary" shall mean each Subsidiary of Borrower, now existing
or hereafter established or acquired, that at any time prior to the Maturity
Date (i) has or acquires assets which constitute fifteen percent (15%) or more
of the Total Assets or (ii) accounts for or produces fifteen percent (15%) or
more of Consolidated EBITDA during any period of four (4) consecutive fiscal
quarters of Borrower; provided, that "Material Subsidiaries" (collectively with
Borrower) shall at all times constitute more than seventy-five percent (75%) of
Consolidated EBITDA for any period of four (4) consecutive fiscal quarters of
Borrower.

      "Maturity Date" shall mean the earlier of (i) May __, 2005, and (ii) the
date on which all amounts outstanding under this Agreement have been declared or
have automatically become due and payable pursuant to the provisions of Article
VIII.

      "Multiemployer Plan" shall have the meaning set forth in Section
4001(a)(3) of ERISA.

      "Notes" shall mean, collectively, the Syndicated Notes and the Swing Line
Note.

      "Notice of Borrowing" shall have the meaning provided in Section 2.06(a).

      "Notice of Conversion/Continuation" shall have the meaning provided in
Section 2.06(b).

      "Obligations" shall mean all amounts owing to either Agent or any Lender
pursuant to the terms of this Agreement or any other Credit Document, including
without limitation, all Loans (including all principal and interest payments due
thereunder), L/C Obligations, fees, expenses, indemnification and reimbursement
payments, indebtedness, liabilities, and obligations of the Credit Parties,
direct or indirect, absolute or contingent, liquidated or unliquidated, now


                                       13
<PAGE>
existing or hereafter arising, together with all renewals, extensions,
modifications or refinancings thereof, and all existing and future obligations
of Borrower under any swap agreement (as defined in 11 U.S.C. ss. 101) with any
Lender.


      "Payment Office" shall mean the office specified as the "Payment Office"
for the Administrative Agent on Schedule 1 hereto, or such other location as to
which the Administrative Agent shall have given written notice to Borrower and
the Lenders.

      "PBGC" shall mean the Pension Benefit Guaranty Corporation, or any
successor thereto.

      "Permitted Liens" shall mean those Liens expressly permitted by Section
7.01.

      "Person" shall mean any individual, limited liability company,
partnership, firm, corporation, association, joint venture, trust or other
entity, or any government or political subdivision or agency, department or
instrumentality thereof.

      "Plan" shall mean any "employee benefit plan" (as defined in Section 3(3)
of ERISA), including, but not limited to, any defined benefit pension plan,
profit sharing plan, money purchase pension plan, savings or thrift plan, stock
bonus plan, employee stock ownership plan, Multiemployer Plan, or any plan,
fund, program, arrangement or practice providing for medical (including
post-retirement medical), hospitalization, accident, sickness, disability, or
life insurance benefits, but shall exclude any Foreign Plan.

      "Pro Rata Share" shall mean, with respect to each of the Syndicated Loan
Commitments of each Syndicated Lender and each Syndicated Loan to be made by and
each payment (including, without limitation, any payment of principal, interest
or fees) to be made to each such Lender, the percentage designated as such
Lender's Pro Rata Share of such Commitments, such Loans or such payments, as
applicable, set forth on Schedule 1 hereto, as such percentage may change based
upon amendments, assignments or reductions made pursuant to this Agreement.

      "Receivables Subsidiaries" shall mean, collectively, ChoicePoint Capital,
Inc., a Delaware corporation and ChoicePoint Financial, Inc., a Delaware
corporation.

      "Regulation D" shall mean Regulation D of the Board of Governors of the
Federal Reserve System, as the same may be in effect from time to time.

      "Reimbursement Obligation" means the obligation of Borrower to reimburse
the Issuing Lender pursuant to Section 2A.05 for amounts drawn under Letters of
Credit.

      "Required Lenders" shall mean (a) at any time prior to the termination of
the Syndicated Loan Commitments, Lenders holding at least 51% of the then
aggregate amount of the Syndicated Loan Commitments, or, following the
termination of the Syndicated Loan Commitments hereunder, Lenders holding at
least 51% of the sum of the aggregate outstanding Loans and (b) the Agents.


                                       14
<PAGE>
      "Requirement of Law" for any person shall mean the articles or certificate
of incorporation and by-laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation, or determination of an
arbitrator or a court or other governmental authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

      "Reuters Screen" shall mean, when used in connection with any designated
page and LIBOR, the display page so designated on the Reuters Monitor Money
Rates Service (or such other page as may replace that page on that service for
the purpose of displaying rates comparable to LIBOR).

      "Solvent" shall mean, as to Borrower or any Guarantor at any time, that
(i) each of the fair value and the present fair saleable value of such Person's
assets (including any rights of subrogation or contribution to which such Person
is entitled, under any of the Credit Documents or otherwise) is greater than
such Person's debts and other liabilities (including contingent, unmatured and
unliquidated debts and liabilities) and the maximum estimated amount required to
pay such debts and liabilities as such debts and liabilities mature or otherwise
become payable; (ii) such Person is able and expects to be able to pay its debts
and other liabilities (including, without limitation, contingent, unmatured and
unliquidated debts and liabilities) as they mature; and (iii) such Person does
not have unreasonably small capital to carry on its business as conducted and as
proposed to be conducted.

      "Subsidiary" shall mean, with respect to any Person, any corporation or
other entity (including, without limitation, partnerships, joint ventures, and
associations) regardless of its jurisdiction of organization or formation, at
least a majority of the total combined voting power of all classes of voting
stock or other ownership interests of which shall, at the time as of which any
determination is being made, be owned by such Person, either directly or
indirectly through one or more other Subsidiaries; provided, that the
Receivables Subsidiaries shall not be deemed to be Subsidiaries of Borrower
hereunder.

      "Swing Line Advance" shall mean a Borrowing pursuant to Section 2.07
consisting of a Swing Line Loan made by the Swing Line Lender to Borrower on the
same date and interest rate basis.

      "Swing Line Borrowing" shall mean a Borrowing consisting or to consist of
a Swing Line Advance.

      "Swing Line Borrowing Notice" shall mean the notice given by Borrower to
the Administrative Agent requesting a Swing Line Advance as provided in Section
2.07(c).

      "Swing Line Commitment" shall mean the commitment of the Swing Line Lender
to make Swing Line Loans in an aggregate principal amount at any time
outstanding not to exceed the lesser of (a) $15,000,000 and (b) the total
Syndicated Loan Commitments.

      "Swing Line Facility" shall mean the credit facility described in Section
2.07.


                                       15
<PAGE>
      "Swing Line Lender" shall mean SunTrust or any successor Lender extending
to Borrower the Swing Line Commitment hereunder.

      "Swing Line Loans" shall mean, collectively, the loans made to Borrower by
the Swing Line Lender pursuant to Section 2.07.

      "Swing Line Note" shall mean the promissory note evidencing the Swing Line
Loans substantially in the form of Exhibit B and duly completed in accordance
with the terms hereof.

      "Swing Rate" shall mean the rate of interest specified by the Swing Line
Lender to Borrower as being applicable to a Swing Line Loan requested by
Borrower pursuant to Section 2.07(c).

      "Swing Rate Advance" shall mean an Advance made or outstanding as a Swing
Line Loan bearing interest based on the Swing Rate as provided in Section 3.02.

      "Swing Rate Quote" shall mean an offer by the Swing Line Lender to make a
Swing Line Loan to Borrower at the Swing Rate specified therein for the interest
period to be applicable to the Swing Line Loan as specified therein, pursuant to
Section 2.07(c).

      "Syndicated Advance" shall mean a Borrowing pursuant to Section 2.02
consisting of the aggregate amount of Syndicated Loans made by the Syndicated
Lenders to Borrower at the same time, on the same interest rate basis and, if
made as a Eurodollar Advance, for the same Interest Period.

      "Syndicated Borrowing" shall mean a Borrowing consisting or to consist of
a Syndicated Advance.

      "Syndicated Facility" shall mean the credit facility made available by the
Syndicated Lenders to Borrower as described in Section 2.02(a).

      "Syndicated Lenders" shall mean, collectively, the Lenders extending the
Syndicated Loan Commitments to Borrower pursuant to Section 2.02(a).

      "Syndicated Loan Commitments" shall mean, at any time for any Syndicated
Lender, the amount of such commitment set forth on Schedule 1 hereto, as the
same may be increased or decreased from time to time as a result of any
reduction thereof pursuant to Section 2.04, any assignment thereof pursuant to
Section 10.06, or any amendment thereof pursuant to Section 10.02. On the
Closing Date, the aggregate principal amount of all Syndicated Loan Commitments
of the Syndicated Lenders shall be $325,000,000.

      "Syndicated Loans" shall mean, collectively, the loans made to Borrower by
the Syndicated Lenders pursuant to Section 2.02.


                                       16
<PAGE>
      "Syndicated Notes" shall mean, collectively, the promissory notes
evidencing the Syndicated Loans in the form attached hereto as Exhibit A duly
completed in accordance with the terms hereof, either as originally executed or
as hereafter amended, modified or substituted.

      "Syndication Agent" shall mean Wachovia Bank, National Association, a
national banking association, and any successor Syndication Agent appointed
pursuant to Section 9.10 hereof.

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

      "Taxes" shall mean any present or future taxes, levies, imposts, duties,
fees, assessments, deductions, withholdings or other charges of whatever nature,
including without limitation, income, receipts, excise, property, sales,
transfer, license, payroll, withholding, social security and franchise taxes now
or hereafter imposed or levied by the United States, or any state, local or
foreign government or by any department, agency or other political subdivision
or taxing authority thereof or therein and all interest, penalties, additions to
tax and similar liabilities with respect thereto.

      "Telerate" shall mean, when used in connection with any designated page
and LIBOR, the display page so designated on the Dow Jones Markets Screen (or
such other page as may replace that page on that service for the purpose of
displaying rates comparable to LIBOR).

      "Total Assets" shall mean the total assets of the Consolidated Companies,
determined in accordance with GAAP.

      "Type" of Borrowing shall mean a Borrowing consisting of Base Rate
Advances, Eurodollar Advances, or Swing Rate Advances.

      "Utilization Fee" shall have the meaning assigned to such term in Section
3.04.

      "Uniform Customs" means the Uniform Customs and Practice for Documentary
Credits (1993 Revision), effective January 1994 International Chamber of
Commerce Publication No. 500.

      SECTION 1.02. ACCOUNTING TERMS AND DETERMINATION. Unless otherwise defined
or specified herein, all accounting terms shall be construed herein, all
accounting determinations hereunder shall be made, all financial statements
required to be delivered hereunder shall be prepared, and all financial records
shall be maintained in accordance with, GAAP, except that financial records of
Foreign Subsidiaries may be maintained in accordance with generally accepted
accounting principles in effect from time to time in the jurisdiction of
organization of such Foreign Subsidiary; provided, however, that compliance with
the financial covenants and calculations set forth in Section 6.08, Article VII
and elsewhere herein, and in the definitions used in such covenants and
calculations, shall be calculated, made and applied in accordance with GAAP and
such generally accepted accounting principles in such foreign jurisdictions, as


                                       17
<PAGE>
the case may be, as in effect on the date of this Agreement applied on a basis
consistent with the preparation of the financial statements referred to in
Section 5.14 unless and until Borrower and the Required Lenders enter into an
amendment with respect thereto in accordance with Section 10.02.

      SECTION 1.03. OTHER DEFINITIONAL TERMS. The words "hereof", "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement, and Article, Section, Schedule, Exhibit and like references are to
this Agreement unless otherwise specified. Any of the terms defined in Section
1.01 may, unless the context otherwise requires, be used in the singular or the
plural depending on the reference.

      SECTION 1.04. EXHIBITS AND SCHEDULES. All Exhibits and Schedules attached
hereto are by reference made a part hereof.

                                   ARTICLE II.
                     SYNDICATED LOANS AND SWING LINE LOANS

      SECTION 2.01. DESCRIPTION OF REVOLVING CREDIT FACILITIES; USE OF PROCEEDS.

      (a) Subject to and upon the terms and conditions herein set forth, (i) the
Syndicated Lenders hereby establish in favor of Borrower a revolving credit
facility pursuant to which such Syndicated Lenders agree to make Syndicated
Loans to Borrower in accordance with Section 2.02, (ii) the Issuing Lender
hereby establishes in favor of Borrower a letter of credit facility pursuant to
which the Issuing Lender agrees to issue Letters of Credit on behalf of Borrower
in accordance with Article IIA hereof, and (iii) the Swing Line Lender hereby
establishes in favor of Borrower a swing line credit facility pursuant to which
the Swing Line Lender agrees to make Swing Line Loans to Borrower in accordance
with Section 2.07; provided, however, that (i) in no event may the aggregate
principal amount of all outstanding Loans and L/C Obligations exceed at any time
the total Syndicated Loan Commitments from time to time in effect and (ii) in no
event shall the outstanding principal amount of the Syndicated Loans of each
Syndicated Lender plus such Syndicated Lender's Pro Rata Share of the
outstanding principal amount of Swing Line Loans and outstanding L/C Obligations
exceed such Syndicated Lender's Syndicated Loan Commitment.

      (b) The proceeds of the Syndicated Loans, the Letters of Credit and the
Swing Line Loans shall be used to refinance existing indebtedness of Borrower
under the Existing Credit Agreement, as working capital and for other general
corporate purposes of Borrower and its Consolidated Subsidiaries, including
without limitation, capital expenditures in the ordinary course of business
otherwise permitted hereunder, acquisitions of the assets of, or the Capital
Stock of, any other Person permitted hereunder and the payment of reasonable
fees and expenses related to the Facilities.

      (c) At no time shall the number of outstanding Borrowings comprised of
Eurodollar Advances exceed eight.


                                       18
<PAGE>
      SECTION 2.02. SYNDICATED LOANS.

      (a) Subject to and upon the terms and conditions herein set forth
(including the limitation set forth in Section 2.01), each Syndicated Lender
severally agrees to make to Borrower, from time to time on and after the Closing
Date, but prior to the Maturity Date, Syndicated Loans in an aggregate principal
amount outstanding at any time not to exceed an amount equal to such Syndicated
Lender's Syndicated Loan Commitment less such Syndicated Lender's Pro Rata Share
of the outstanding principal amount of Swing Line Loans and outstanding L/C
Obligations. Borrower shall be entitled to repay and reborrow Syndicated Loans
in accordance with the provisions, and subject to the limitations, set forth
herein (including the limitation set forth in Section 2.01).

      (b) Each Syndicated Loan shall, at the option of Borrower, be made or
continued as, or converted into, part of one or more Borrowings that shall
consist entirely of Base Rate Advances or Eurodollar Advances. The aggregate
principal amount of each Borrowing of Syndicated Loans shall be not less than
$5,000,000 or a greater integral multiple of $500,000, provided that each
Borrowing of Syndicated Loans comprised of Base Rate Advances shall be not less
than $1,000,000 or a greater integral multiple of $100,000.

      SECTION 2.03. SYNDICATED NOTES; REPAYMENT OF PRINCIPAL.

      (a) Borrower's obligations to pay the principal of, and interest on, the
Syndicated Loans to each Syndicated Lender shall be evidenced by the records of
the Administrative Agent and such Lender and by the Syndicated Note payable to
such Lender (or the assignor of such Lender) completed in conformity with this
Agreement.

      (b) All outstanding principal amounts under the Syndicated Loan
Commitments shall be due and payable in full on the Maturity Date.

      SECTION 2.04. VOLUNTARY REDUCTION OF SYNDICATED LOAN COMMITMENTS. Upon at
least three (3) Business Days' prior written notice (promptly confirmed in
writing) to the Administrative Agent, Borrower shall have the right, without
premium or penalty, to terminate the unutilized Syndicated Loan Commitments, in
part or in whole, provided that (i) any such termination shall apply to
proportionately and permanently reduce the Syndicated Loan Commitments of each
of the Syndicated Lenders, and (ii) any partial termination pursuant to this
Section 2.04 shall be in an amount of at least $5,000,000 and integral multiples
of $1,000,000. Any portion of the Syndicated Loan Commitments terminated
pursuant to this Section 2.04 may not be reinstated.

      SECTION 2.05. INCREASE OF SYNDICATED LOAN COMMITMENTS.

      (a) Borrower may, at any time by written notice to the Syndicated Lenders,
request that the Syndicated Loan Commitments be increased up to an amount not to
exceed $350,000,000 in the aggregate (the "Requested Commitment Amount") on a
pro rata basis based on the Pro Rata Shares of the Syndicated Lenders. No
Syndicated Lender (or any successor


                                       19
<PAGE>
thereto) shall have any obligation to increase its Syndicated Loan Commitment or
its other obligations under this Agreement and the other Credit Documents, and
any decision by a Syndicated Lender to increase its Syndicated Loan Commitment
shall be made in its sole discretion independently from any other Syndicated
Lender or the Agents. Within fifteen (15) Business Days from each Syndicated
Lender's receipt of such request from Borrower, each Syndicated Lender shall
notify the Administrative Agent in writing of whether or not it will agree to
increase its Syndicated Loan Commitment and by what amount it will agree to
increase its Syndicated Loan Commitment, up to its Pro Rata Share of the
Requested Commitment Amount. Decisions to increase a Syndicated Loan Commitment
must be affirmatively communicated in writing and shall not be presumed based
upon a failure to respond to Borrower's request.

      (b) In the event that the aggregate amount to which the Syndicated Lenders
are willing to increase their Syndicated Loan Commitments is less than the
Requested Commitment Amount based on the written notices delivered by the
Syndicated Lenders to the Administrative Agent, the Administrative Agent shall
first offer to the Syndicated Lenders who have agreed to increase their
Syndicated Loan Commitments the opportunity to further increase their Syndicated
Loan Commitments up to an amount equal to the Requested Commitment Amount. Such
Syndicated Lenders shall promptly respond in writing to the Administrative Agent
(but, in any event, within five (5) Business Days from each Syndicated Lender's
receipt of such notice) of whether or not it will agree to further increase its
Syndicated Loan Commitment and by what amount it will agree to further increase
its Syndicated Loan Commitment. Within five (5) Business Days after receipt of
all responses from such Syndicated Lenders, the Administrative Agent shall
inform Borrower and all Syndicated Lenders in writing of the amount by which
each Syndicated Lender will increase its Syndicated Loan Commitment.

      (c) In the event that the aggregate amount to which the Syndicated Lenders
are willing to increase their Syndicated Loan Commitments is less than the
Requested Commitment Amount based on the notice from the Administrative Agent to
Borrower and all Syndicated Lenders, Borrower shall have the right, within sixty
days (60) after receipt of such notice from the Administrative Agent, to obtain
commitments from new banks or financial institutions in an aggregate amount such
that the existing Syndicated Loan Commitments, plus the aggregate principal
amount by which the Syndicated Lenders are willing to increase their Syndicated
Loan Commitments, plus the aggregate principal amount of the new commitments by
the new banks or financial institutions does not exceed the Requested Commitment
Amount; provided, however, that (1) the new banks or financial institutions must
be acceptable to the Agents in their sole discretion, which acceptance will not
be unreasonably withheld or delayed, and (2) the new banks or financial
institutions must become parties to this Agreement pursuant to a joinder
agreement in form and substance satisfactory to the Agents and the Required
Lenders, pursuant to which (x) they shall be granted all of the rights that
existing Lenders have under this Agreement and the other Credit Documents and
(y) they shall assume the same liabilities and obligations that the existing
Lenders have under this Agreement.


                                       20
<PAGE>
      SECTION 2.06. SYNDICATED LOAN FUNDING NOTICES.

      (a) Whenever Borrower desires to obtain a Syndicated Loan with respect to
the Syndicated Loan Commitments (other than one resulting from a conversion or
continuation pursuant to Section 2.06(b)), it shall give the Administrative
Agent prior written notice (or telephonic notice promptly confirmed in writing)
of such Borrowing (a "Notice of Borrowing"), such Notice of Borrowing to be
given prior to 11:00 A.M. (Atlanta, Georgia time) at its Payment Office (x)
three Eurodollar Business Days prior to the requested date of such Borrowing in
the case of Eurodollar Advances, and (y) on the date of such Borrowing (which
shall be a Business Day) in the case of a Borrowing consisting of Base Rate
Advances. Notices received after 11:00 A.M. shall be deemed received on the next
Business Day. Each Notice of Borrowing shall be irrevocable and shall specify
the aggregate principal amount of the Borrowing, the date of Borrowing (which
shall be a Business Day), and whether the Borrowing is to consist of Base Rate
Advances or Eurodollar Advances and (in the case of Eurodollar Advances) the
Interest Period to be applicable thereto.

      (b) Whenever Borrower desires to convert all or a portion of an
outstanding Borrowing under the Syndicated Loan Commitments, consisting of Base
Rate Advances into one or more Borrowings consisting of Eurodollar Advances, or
to continue outstanding a Borrowing consisting of Eurodollar Advances for a new
Interest Period, it shall give the Administrative Agent at least three
Eurodollar Business Days' prior written notice (or telephonic notice promptly
confirmed in writing) of each such Borrowing to be converted into or continued
as Eurodollar Advances. Such notice (a "Notice of Conversion/Continuation")
shall be given prior to 11:00 A.M. (Atlanta, Georgia time) on the date specified
at the Payment Office of the Administrative Agent. Each such Notice of
Conversion/Continuation shall be irrevocable and shall specify the aggregate
principal amount of the Advances to be converted or continued, the date of such
conversion or continuation, whether the Advances are being converted into or
continued as Eurodollar Advances and the Interest Period applicable thereto. If,
upon the expiration of any Interest Period in respect of any Borrowing, Borrower
shall have failed to deliver the Notice of Conversion/Continuation, Borrower
shall be deemed to have elected to convert or continue such Borrowing to a
Borrowing consisting of Base Rate Advances. So long as any Default or Event of
Default shall have occurred and be continuing, no Borrowing may be converted
into or continued as (upon expiration of the current Interest Period) Eurodollar
Advances unless the Administrative Agent and each of the Syndicated Lenders
shall have otherwise consented in writing. No conversion of any Borrowing of
Eurodollar Advances shall be permitted except on the last day of the Interest
Period in respect thereof.

      (c) Without in any way limiting Borrower's obligation to confirm in
writing any telephonic notice, the Administrative Agent may act without
liability upon the basis of telephonic notice believed by the Administrative
Agent in good faith to be from Borrower prior to receipt of written
confirmation. In each such case, Borrower hereby waives the right to dispute the
Administrative Agent's records of the terms of such telephonic notice, absent
manifest error.

      (d) The Administrative Agent shall promptly give each Syndicated Lender
notice by telephone (confirmed in writing) or by telecopy or facsimile
transmission of the matters covered by the notices given to the Administrative
Agent pursuant to this Section 2.06 with respect to the Syndicated Loan
Commitments.


                                       21
<PAGE>
      SECTION 2.07. SWING LINE LOANS.

      (a) Subject to and upon the terms and conditions herein set forth
(including the limitation set forth in Section 2.01), the Swing Line Lender
agrees to make to Borrower, from time to time prior to the Maturity Date, Swing
Line Loans for periods of up to ninety (90) days in an aggregate principal
amount outstanding at any time not to exceed the Swing Line Commitment then in
effect. Borrower shall be entitled to repay and reborrow Swing Line Loans in
accordance with the provisions, and subject to the limitations, set forth herein
(including the limitation set forth in Section 2.01). The aggregate principal
amount of each Swing Line Loan shall be not less than $100,000 or a greater
integral multiple of $100,000.

      (b) Each Swing Line Loan shall be made as a Swing Rate Advance.

      (c) Whenever Borrower desires to make a Swing Line Borrowing, it shall
give the Swing Line Lender (with a copy to the Administrative Agent, unless the
Administrative Agent is also the Swing Line Lender) prior written notice (or
telephonic notice promptly confirmed in writing) of such Swing Line Borrowing
(each a "Swing Line Borrowing Notice") prior to 1:00 P.M. (Atlanta, Georgia
time) on the date of such Swing Line Borrowing. Each Swing Line Borrowing Notice
shall specify the aggregate principal amount of the Swing Line Borrowing, the
date of such Swing Line Borrowing (which shall be a Business Day) and the
interest period to be applicable thereto. Prior to 2:00 P.M. (Atlanta, Georgia
time) on such date, the Swing Line Lender shall furnish Borrower (with a copy to
the Administrative Agent, unless the Administrative Agent is also the Swing Line
Lender) with a quotation of the interest rate being offered with respect to such
Swing Line Borrowing (the "Swing Rate Quote") by telephone (promptly confirmed
in writing) or by facsimile transmission. Borrower shall immediately inform the
Swing Line Lender (with a copy to the Administrative Agent, unless the
Administrative Agent is also the Swing Line Lender) of its decision as to
whether to accept the Swing Rate Quote and to confirm the Swing Line Borrowing
(which may be done by telephone, promptly confirmed in writing, and which
decision shall be irrevocable).

      (d) Borrower's obligations to pay the principal of, and interest on, the
Swing Line Loans shall be evidenced by the records of the Administrative Agent
and the Swing Line Lender and by the Swing Line Note payable to the Swing Line
Lender (or the assignor of such Swing Line Lender) completed in conformity with
this Agreement.

      (e) The outstanding principal amount under each Swing Line Loan shall be
due and payable in full on the Maturity Date.

      (f) At any time on the request of the Swing Line Lender, each Syndicated
Lender other than the Swing Line Lender shall purchase a participating interest
in all outstanding Swing Line Loans in an amount equal to its Pro Rata Share
(based upon on its respective Syndicated Loan Commitment) of such Swing Line
Loans, and the Swing Line Lender shall furnish each Syndicated Lender with a
certificate evidencing such participating interest. Such purchase shall be made
on the third Business Day after such request is made; provided, however, that
unless an Event of Default has occurred and is continuing on the date such
request is made, the purchase of


                                       22
<PAGE>
a participating interest in any Swing Line Loan outstanding as a Swing Rate
Advance shall not be required to be made until the expiration of the current
interest period in effect for such Swing Line Loan. On the date of such required
purchase, each Syndicated Lender will immediately transfer to the Swing Line
Lender, in immediately available funds, the amount of its participation.
Whenever, at any time after the Swing Line Lender has received from any such
Syndicated Lender the funds for its participating interest in a Swing Line Loan,
the Administrative Agent receives any payment on account thereof, the
Administrative Agent will distribute to such Syndicated Lender its participating
interest in such amount (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Syndicated Lender's
participating interest was outstanding and funded); provided, however, that if
such payment received by the Administrative Agent is required to be returned,
such Syndicated Lender will return to the Administrative Agent any portion
thereof previously distributed by the Administrative Agent to it. Each
Syndicated Lender's obligation to purchase such participating interests shall be
absolute and unconditional and shall not be affected by any circumstance,
including without limitation (i) any setoff, counterclaim, recoupment, defense
or other right that such Syndicated Lender or any other Person may have against
the Swing Line Lender requesting such purchase or any other Person for any
reason whatsoever, (ii) the occurrence or continuation of a Default or an Event
of Default or the termination of any of the Commitments, (iii) any adverse
change in the condition (financial or otherwise) of Borrower, any of its
Consolidated Subsidiaries, or any other Person, (iv) any breach of this
Agreement by Borrower, any other Borrower, or any other Lender, or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing; provided, however, that no such obligation shall exist (A) to the
extent that the aggregate Swing Line Loans were advanced in excess of the Swing
Line Commitment then in effect, or in excess of the limitation set forth in
Section 2.01, or (B) with respect to any Swing Line Loan where the Swing Line
Lender actually advanced to Borrower net proceeds from the Swing Line Loan (and
therefore was not refunding a previous Swing Line Loan) at a time when (x) the
Swing Line Lender had actual knowledge that an Event of Default had occurred and
then existed, and (y) the Required Lenders had not agreed to waive such Event of
Default for purposes of funding such Swing Line Loan.

                                  ARTICLE IIA.
                                LETTERS OF CREDIT

      SECTION 2A.01. L/C COMMITMENT.

      (a) Subject to the terms and conditions hereof, the Issuing Lender, in
reliance on the agreements of the other Lenders set forth in Section 2A.04,
agrees to issue standby letters of credit ("Letters of Credit") for the account
of Borrower on any Business Day from the Closing Date through but not including
the Maturity Date in such form as may be approved from time to time by the
Issuing Lender; provided, that the Issuing Lender shall have no obligation to
issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C
Obligations would exceed the L/C Commitment or (b) the aggregate outstanding
principal amount of Loans and L/C Obligations would exceed the total Syndicated
Loan Commitments. Each Letter of Credit shall (i) be denominated in Dollars in a
minimum amount of $100,000, (ii) be a standby letter of credit issued to support
obligations of Borrower or any of its Subsidiaries, contingent or otherwise,
incurred in the ordinary course of business, (iii) expire on a date satisfactory
to the Issuing Lender, which date shall


                                       23
<PAGE>
be no later than the earlier of (i) one year after its date of issuance and (ii)
the fifth (5th) Business Day prior to the Maturity Date and (iv) be subject to
the Uniform Customs and/or ISP 98, as set forth in the Application or as
determined by the Issuing Lender and, to the extent not inconsistent therewith,
the laws of the State of Georgia. The Issuing Lender shall not at any time be
obligated to issue any Letter of Credit hereunder if such issuance would
conflict with, or cause the Issuing Lender or any L/C Participant to exceed any
limits imposed by, any Requirement of Law. References herein to "issue" and
derivations thereof with respect to Letters of Credit shall also include
extensions or modifications of any existing Letters of Credit, unless the
context otherwise requires.

      SECTION 2A.02. PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT.

      (a) Borrower may from time to time request that the Issuing Lender issue a
Letter of Credit by delivering to the Issuing Lender at the Administrative
Agent's Lending Office an Application therefor, completed to the satisfaction of
the Issuing Lender, and such other certificates, documents and other papers and
information as the Issuing Lender may request. Upon receipt of any Application,
the Issuing Lender shall process such Application and the certificates,
documents and other papers and information delivered to it in connection
therewith in accordance with its customary procedures and shall, subject to
Section 2A.01 and Article IV hereof, promptly issue the Letter of Credit
requested thereby (but in no event shall the Issuing Lender be required to issue
any Letter of Credit earlier than three (3) Business Days after its receipt of
the Application therefor and all such other certificates, documents and other
papers and information relating thereto) by issuing the original of such Letter
of Credit to the beneficiary thereof or as otherwise may be agreed by the
Issuing Lender and Borrower. The Issuing Lender shall promptly furnish to
Borrower a copy of such Letter of Credit and promptly notify each Lender of the
issuance and upon request by any Lender, furnish to such Lender a copy of such
Letter of Credit and the amount of such Lender's participation therein.

      SECTION 2A.03. COMMISSIONS AND OTHER CHARGES

      (a) Borrower shall pay to the Administrative Agent, for the account of the
Issuing Lender and the L/C Participants, a letter of credit commission with
respect to each Letter of Credit in an amount equal to the face amount of such
Letter of Credit multiplied by the Applicable Margin with respect to Eurodollar
Advances (determined on a per annum basis). Such commission shall be payable
quarterly in arrears on the last Business Day of each calendar quarter and on
the Maturity Date. The Administrative Agent shall, promptly following its
receipt thereof, distribute to the Issuing Lender and the L/C Participants all
commissions received pursuant to this Section 2A.03 in accordance with their
respective Commitments.

      (b) In addition to the foregoing commission, Borrower shall pay the
Issuing Lender an issuance fee, with respect to each Letter of Credit in an
amount equal to the face amount of such Letter of Credit multiplied by 0.125%
per annum. Such issuance fee shall be payable upon the issuance of each Letter
of Credit (excluding renewals of existing Letters of Credit issued hereunder).

      (c) In addition to the foregoing fees and commissions, Borrower shall pay
or reimburse


                                       24
<PAGE>
the Issuing Lender for such normal and customary costs and expenses
as are incurred or charged by the Issuing Lender in issuing, effecting payment
under, amending or otherwise administering any Letter of Credit.

      SECTION 2A.04. L/C PARTICIPATIONS

      (a) The Issuing Lender irrevocably agrees to grant and hereby grants to
each L/C Participant, and, to induce the Issuing Lender to issue Letters of
Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase
and hereby accepts and purchases from the Issuing Lender, on the terms and
conditions hereinafter stated, for such L/C Participant's own account and risk,
an undivided interest equal to such L/C Participant's Pro Rata Share of the
Issuing Lender's obligations and rights under and in respect of each Letter of
Credit issued hereunder and the amount of each draft paid by the Issuing Lender
thereunder. Each L/C Participant unconditionally and irrevocably agrees with the
Issuing Lender that, if a draft is paid under any Letter of Credit for which the
Issuing Lender is not reimbursed in full by Borrower through a Synidicated Loan
or otherwise in accordance with the terms of this Agreement, such L/C
Participant shall pay to the Issuing Lender upon demand at the Issuing Lender's
address for notices specified herein an amount equal to such L/C Participant's
Pro Rata Share of the amount of such draft, or any part thereof, which is not so
reimbursed.

      (b) Upon becoming aware of any amount required to be paid by any L/C
Participant to the Issuing Lender pursuant to Section 2A.04(a) in respect of any
unreimbursed portion of any payment made by the Issuing Lender under any Letter
of Credit, the Issuing Lender shall notify each L/C Participant of the amount
and due date of such required payment and such L/C Participant shall pay to the
Issuing Lender the amount specified on the applicable due date. If any such
amount is paid to the Issuing Lender after the date such payment is due, such
L/C Participant shall pay to the Issuing Lender on demand, in addition to such
amount, the product of (i) such amount, times (ii) the daily average Federal
Funds Rate as determined by the Administrative Agent during the period from and
including the date such payment is due to the date on which such payment is
immediately available to the Issuing Lender, times (iii) a fraction the
numerator of which is the number of days that elapse during such period and the
denominator of which is 360. A certificate of the Issuing Lender with respect to
any amounts owing under this Section 2A.04 shall be conclusive in the absence of
manifest error. With respect to payment to the Issuing Lender of the
unreimbursed amounts described in this Section 2A.04, if the L/C Participants
receive notice that any such payment is due (A) prior to 1:00 P.M. (Atlanta,
Georgia time) on any Business Day, such payment shall be due that Business Day,
and (B) after 1:00 P.M. (Atlanta, Georgia time) on any Business Day, such
payment shall be due on the following Business Day.

      (c) Whenever, at any time after the Issuing Lender has made payment under
any Letter of Credit and has received from any L/C Participant its Pro Rata
Share of such payment in accordance with this Section 2A.04, the Issuing Lender
receives any payment related to such Letter of Credit (whether directly from
Borrower or otherwise), or any payment of interest on account thereof, the
Issuing Lender will distribute to such L/C Participant its Pro Rata Share
thereof; provided, that in the event that any such payment received by the
Issuing Lender shall be required to be returned by the Issuing Lender, such L/C
Participant shall return to the Issuing Lender the portion thereof previously
distributed by the Issuing Lender to it.


                                       25
<PAGE>
      SECTION 2A.05. REIMBURSEMENT OBLIGATION OF BORROWER.

      (a) In the event of any drawing under any Letter of Credit, Borrower
agrees to reimburse (either with the proceeds of a Syndicated Loan as provided
for in this Section 2A.05 or with funds from other sources), in same day funds,
the Issuing Lender on each date on which the Issuing Lender notifies Borrower of
the date and amount of a draft paid under any Letter of Credit for the amount of
(a) such draft so paid and (b) any amounts referred to in Section 2A.03(c)
incurred by the Issuing Lender in connection with such payment. Unless Borrower
shall immediately notify the Issuing Lender that Borrower intends to reimburse
the Issuing Lender for such drawing from other sources or funds, Borrower shall
be deemed to have timely given a Notice of Borrowing to the Administrative Agent
requesting that the Lenders make a Syndicated Loan bearing interest at the Base
Rate on such date in the amount of (a) such draft so paid and (b) any amounts
referred to in Section 2A.03(c) incurred by the Issuing Lender in connection
with such payment, and the Lenders shall make a Syndicated Loan bearing interest
at the Base Rate in such amount, the proceeds of which shall be applied to
reimburse the Issuing Lender for the amount of the related drawing and costs and
expenses. Each Lender acknowledges and agrees that its obligation to fund a
Syndicated Loan in accordance with this Section 2A.05 to reimburse the Issuing
Lender for any draft paid under a Letter of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including, without
limitation, non-satisfaction of the conditions set forth in Section 2.06(a) or
Article IV. If Borrower has elected to pay the amount of such drawing with funds
from other sources and shall fail to reimburse the Issuing Lender as provided
above, the unreimbursed amount of such drawing shall bear interest at the rate
which would be payable on any outstanding Base Rate Advance which were then
overdue from the date such amounts become payable (whether at stated maturity,
by acceleration or otherwise) until payment in full.

      SECTION 2A.06. OBLIGATIONS ABSOLUTE

      (a) Borrower's obligations under this Article IIA (including without
limitation the Reimbursement Obligation) shall be absolute and unconditional
under any and all circumstances and irrespective of any set-off, counterclaim or
defense to payment which Borrower may have or have had against the Issuing
Lender or any beneficiary of a Letter of Credit or any other Person. Borrower
also agrees that the Issuing Lender and the L/C Participants shall not be
responsible for, and Borrower's Reimbursement Obligation under Section 2A.05
shall not be affected by, among other things, the validity or genuineness of
documents or of any endorsements thereon, even though such documents shall in
fact prove to be invalid, fraudulent or forged, or any dispute between or among
Borrower and any beneficiary of any Letter of Credit or any other party to which
such Letter of Credit may be transferred or any claims whatsoever of Borrower
against any beneficiary of such Letter of Credit or any such transferee. The
Issuing Lender 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, except for errors or
omissions caused by the Issuing Lender's gross negligence or willful misconduct.
Borrower agrees that any action taken or omitted by the Issuing Lender under or
in connection with any Letter of Credit or the related drafts or documents, if
done in the absence of gross negligence or willful misconduct, shall be binding
on Borrower and shall not result in any liability of the Issuing Lender or any
L/C


                                       26
<PAGE>
Participant to Borrower. The responsibility of the Issuing Lender to Borrower in
connection with any draft presented for payment under any Letter of Credit
shall, in addition to any payment obligation expressly provided for in such
Letter of Credit, be limited to determining that the documents (including each
draft) delivered under such Letter of Credit in connection with such presentment
are in conformity with such Letter of Credit.

      SECTION 2A.07. OBLIGATIONS ABSOLUTE

      (a) To the extent that any provision of any Application related to any
Letter of Credit is inconsistent with the provisions of this Article IIA, the
provisions of this Article IIA shall apply.

                                  ARTICLE III.
                               GENERAL LOAN TERMS

      SECTION 3.01. DISBURSEMENT OF FUNDS.

      (a) No later than 12:00 Noon (Atlanta, Georgia time) on the date of each
Syndicated Loan pursuant to the Syndicated Loan Commitments (other than one
resulting from a conversion or continuation pursuant to Section 2.06(b)), each
Lender will make available its Pro Rata Share of such Syndicated Loan in
immediately available funds at the Payment Office of the Administrative Agent.
The Administrative Agent will make available to Borrower the aggregate of the
amounts (if any) so made available by the Syndicated Lenders to the
Administrative Agent no later than 2:00 P.M. (Atlanta, Georgia time) by
crediting such amounts to Borrower's demand deposit account maintained with the
Administrative Agent or at Borrower's option, effecting a wire transfer of such
amounts to an account specified by Borrower, by the close of business on such
Business Day. In the event that the Syndicated Lenders do not make such amounts
available to the Administrative Agent by the time prescribed above, but such
amount is received later that day, such amount may be credited to Borrower in
the manner described in the preceding sentence on the next Business Day (with
interest on such amount to begin accruing hereunder on such next Business Day).

      (b) No later than 2:00 P.M. (Atlanta, Georgia time) on the date of each
Swing Line Loan, the Swing Line Lender will make available the principal amount
of the Swing Line Loan available to Borrower by crediting such amount to
Borrower's demand deposit account maintained with the Swing Line Lender.

      (c) Unless the Administrative Agent shall have been notified by any
Syndicated Lender prior to the date of a Syndicated Loan Borrowing that such
Lender does not intend to make available to the Administrative Agent such
Lender's portion of such Borrowing to be made on such date, the Administrative
Agent may assume that such Lender has made such amount available to the
Administrative Agent on such date and the Administrative Agent may make
available to Borrower a corresponding amount. If such corresponding amount is
not in fact made available to the Administrative Agent by such Lender on the
date of such Borrowing, the Administrative Agent shall be entitled to recover
such corresponding amount on demand from such Lender together with interest at
the Federal Funds Rate. If such Lender does not pay such corresponding amount
forthwith upon the Administrative Agent's demand therefor, the


                                       27
<PAGE>
Administrative Agent shall promptly notify Borrower, and Borrower shall
immediately pay such corresponding amount to the Administrative Agent together
with interest at the rate specified for such Borrowing. Nothing in this
subsection shall be deemed to relieve any Syndicated Lender from its obligation
to fund its Syndicated Loan Commitment hereunder or to prejudice any rights
which Borrower may have against any Syndicated Lender as a result of any default
by such Lender hereunder.

      (d) All Syndicated Loans under the Syndicated Loan Commitments shall be
loaned by the Lenders on the basis of their Pro Rata Share of the Syndicated
Loan Commitments. All Swing Line Loans shall be loaned by the Swing Line Lender
in accordance with Section 2.07. No Lender shall be responsible for any default
by any other Lender in its obligations hereunder, and each Lender shall be
obligated to make the Loans provided to be made by it hereunder, regardless of
the failure of any other Lender to fund its Commitments hereunder.

      SECTION 3.02. INTEREST.

      (a) Borrower agrees to pay interest in respect of all unpaid principal
amounts of Syndicated Loans from the respective dates such principal amounts
were advanced to maturity (whether by acceleration, notice of prepayment or
otherwise) at rates per annum equal to the applicable rates indicated below:

            (i) For Base Rate Advances--The Base Rate in effect from time to
time;

            (ii) For Eurodollar Advances--The relevant LIBOR plus the Applicable
Margin; or

      (b) Borrower agrees to pay interest in respect of all unpaid principal
amounts of the Swing Line Loans made to Borrower from the respective dates such
principal amounts were advanced to maturity (whether by acceleration, notice of
prepayment or otherwise) at the Swing Rate established for such Swing Line Loan
pursuant to Section 2.07;

      (c) Overdue principal and, to the extent not prohibited by applicable law,
overdue interest, in respect of the Loans, and all other overdue amounts owing
hereunder, shall bear interest from each date that such amounts are overdue:

            (i) in the case of overdue principal and interest with respect to
all Loans outstanding as Eurodollar Advances, at the rate otherwise applicable
for the then-current Interest Period plus an additional two percent (2.0%) per
annum; thereafter at the rate in effect for Base Rate Advances plus an
additional two percent (2.0%) per annum; and

            (ii) in the case of overdue principal and interest with respect to
all other Loans outstanding as Base Rate Advances and Swing Rate Advances, and
all other Obligations hereunder (other than Loans), at a rate equal to the
applicable Base Rate plus an additional two percent (2.0%) per annum;

      (d) Interest on each Loan shall accrue from and including the date of such
Loan to but excluding the date of any repayment thereof; provided, that if a
Loan is repaid on the same day


                                       28
<PAGE>
made, one day's interest shall be paid on such Loan. Interest on all Base Rate
Advances and Swing Rate Advances shall be payable quarterly in arrears on the
last calendar day of each calendar quarter in each year. Interest on all
outstanding Eurodollar Advances shall be payable on the last day of each
Interest Period applicable thereto, and, in the case of Interest Periods in
excess of three months (in the case of Eurodollar Advances), on each day which
occurs every 3 months, as the case may be, after the initial date of such
Interest Period. Interest on all Loans shall be payable on any conversion of any
Advances comprising such Loans into Advances of another Type, prepayment (on the
amount prepaid), at maturity (whether by acceleration, notice of prepayment or
otherwise) and, after maturity, on demand; and

      (e) The Administrative Agent, upon determining LIBOR for any Interest
Period, shall promptly notify by telephone (confirmed in writing) or in writing
Borrower and the other Syndicated Lenders. Any such determination shall, absent
manifest error, be final, conclusive and binding for all purposes.

      SECTION 3.03. INTEREST PERIODS.

      (a) In connection with the making or continuation of, or conversion into,
each Borrowing of Eurodollar Advances, Borrower shall select an Interest Period
to be applicable to such Eurodollar Advances, which Interest Period shall be
either a 1, 2, 3 or 6 month period.

      (b) Notwithstanding paragraphs (a):

            (i) The initial Interest Period for any Borrowing of Eurodollar
Advances shall commence on the date of such Borrowing (including the date of any
conversion from a Borrowing consisting of Base Rate Advances) and each Interest
Period occurring thereafter in respect of a continuation of such Borrowing shall
commence on the day on which the immediately preceding Interest Period expires;

            (ii) If any Interest Period would otherwise expire on a day which is
not a Business Day, such Interest Period shall expire on the next succeeding
Business Day, provided that if any Interest Period in respect of Eurodollar
Advances would otherwise expire on a day that is not a Business Day but is a day
of the month after which no further Business Day occurs in such month, such
Interest Period shall expire on the next preceding Business Day;

            (iii) Any Interest Period in respect of Eurodollar Advances which
begins on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period shall, subject to part (iv)
below, expire on the last Business Day of such calendar month; and

            (iv) No Interest Period with respect to the Loans shall extend
beyond the Maturity Date.

      SECTION 3.04. FEES.

      (a) Borrower shall pay to the Administrative Agent, for the account of and
distribution


                                       29
<PAGE>
of the respective Pro Rata Share to each Lender, a facility fee (the "Facility
Fee") for the period commencing on the Closing Date to and including the
Maturity Date, computed at a rate equal to the Applicable Commitment Percentage
per annum multiplied by the aggregate principal amount of the Syndicated Loan
Commitments of the Lenders, such fee being payable quarterly in arrears on the
date which is five (5) Business Days following the last day of each fiscal
quarter of Borrower and on the Maturity Date.

      (b) From the Closing Date through the Maturity Date, Borrower shall pay to
the Administrative Agent, for the account of and distribution of the respective
Pro Rata Share to each Lender, a utilization fee (the "Utilization Fee") for
each of Borrower's fiscal quarters, computed at a rate equal to 0.125% per annum
multiplied by the average daily outstandings under the Facilities; provided,
however, such Utilization Fee for any fiscal quarter shall be due and payable
only if the average daily outstandings under the Facilities during such fiscal
quarter are greater than or equal to fifty percent (50%) of the aggregate
principal amount of the Syndicated Loan Commitments of the Lenders during such
fiscal quarter; provided further, that the amount of outstanding Swing Line
Loans and the undrawn amount of Letters of Credit shall not be included in the
outstandings of the Facilities for the purpose of calculating such Utilization
Fee. The Utilization Fee shall be payable quarterly in arrears on the date which
is five (5) Business Days following the last day of each fiscal quarter of
Borrower and on the Maturity Date.

      (c) Borrower shall pay to the Administrative Agent, the Syndication Agent
and the Lenders such arrangement fees, up front fees and other fees for their
respective services in the respective amounts as previously agreed in writing by
Borrower with the Administrative Agent and the Syndication Agent, respectively.

      SECTION 3.05. VOLUNTARY PREPAYMENTS OF BORROWINGS.

      (a) Borrower may, at its option, prepay Borrowings at any time in whole,
or from time to time in part, in amounts aggregating $1,000,000 or any greater
integral multiple of $100,000, by paying the principal amount to be prepaid
together with interest accrued and unpaid thereon to the date of prepayment,
together with, in the case of Eurodollar Advances, all compensation payments
pursuant to Section 3.11 if such prepayment is made on a date other than the
last day of the Interest Period applicable thereto. Each such optional
prepayment shall be applied in accordance with Section 3.05(c) below.

      (b) Borrower shall give written notice (or telephonic notice confirmed in
writing) to the Administrative Agent of any intended prepayment of the Loans not
less than two Business Days prior to any prepayment of Borrowings. Such notice,
once given, shall be irrevocable. Upon receipt of such notice of prepayment, the
Administrative Agent shall promptly notify each Lender of the contents of such
notice and of such Lender's share of such prepayment.

      (c) Borrower, when providing notice of prepayment pursuant to Section
3.05(b), may designate the Types of Advances and the specific Borrowing or
Borrowings which are to be prepaid provided that each prepayment made pursuant
to a single Borrowing shall be applied pro rata among the Advances comprising
such Borrowing. In the absence of a designation by Borrower, the Administrative
Agent shall, subject to the foregoing, make such designation in its sole
discretion.


                                       30
<PAGE>
All voluntary prepayments shall be applied to the payment of interest on the
Borrowings prepaid before application to principal.

      SECTION 3.06. PAYMENTS, ETC.

      (a) Except as otherwise specifically provided herein, all payments under
this Agreement and the other Credit Documents, other than the payments specified
in clause (ii) below, shall be made without defense, set-off or counterclaim to
the Administrative Agent not later than 12:00 Noon (Atlanta, Georgia time) on
the date when due and shall be made in Dollars in immediately available funds at
its Payment Office.

      (b) (i) All such payments shall be made free and clear of and without
deduction or withholding for any Taxes in respect of this Agreement, the Notes
or other Credit Documents, or any payments of principal, interest, fees or other
amounts payable hereunder or thereunder (but excluding, except as provided in
paragraph (iii) hereof, any Taxes imposed on the overall net income of the
Lenders pursuant to the laws of the jurisdiction in which the principal
executive office or appropriate Lending Office of such Lender is located). If
any Taxes are so levied or imposed, Borrower agrees (A) to pay the full amount
of such Taxes, and such additional amounts as may be necessary so that every net
payment of all amounts due hereunder and under the Notes and other Credit
Documents, after withholding or deduction for or on account of any such Taxes
(including additional sums payable under this Section 3.06), will not be less
than the full amount provided for herein had no such deduction or withholding
been required, (B) to make such withholding or deduction and (C) to pay the full
amount deducted to the relevant authority in accordance with applicable law.
Borrower will furnish to the Administrative Agent and each Lender, within 30
days after the date the payment of any Taxes is due pursuant to applicable law,
certified copies of tax receipts evidencing such payment by Borrower. Borrower
will indemnify and hold harmless the Administrative Agent and each Lender and
reimburse the Administrative Agent and each Lender upon written request for the
amount of any Taxes so levied or imposed and paid by the Administrative Agent or
Lender and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes were correctly or
illegally asserted. A certificate as to the amount of such payment by such
Lender or the Administrative Agent, absent manifest error, shall be final,
conclusive and binding for all purposes.

            (ii) Each Lender that is organized under the laws of any
jurisdiction other than the United States of America or any State thereof
(including the District of Columbia) agrees to furnish to Borrower and the
Administrative Agent, on the Closing Date and otherwise prior to the time it
becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service
Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN or any successor forms
thereto (wherein such Lender claims entitlement to complete exemption from or
reduced rate of U.S. Federal withholding tax on interest paid by Borrower
hereunder) and to provide to Borrower and the Administrative Agent a new Form
W-8ECI or Form W-8BEN or any successor forms thereto if any previously delivered
form is found to be incomplete or incorrect in any material respect or upon the
obsolescence of any previously delivered form.

            (iii) Borrower shall also reimburse the Administrative Agent and
each Lender, upon written request, for any Taxes imposed (including, without
limitation, Taxes imposed on the


                                       31
<PAGE>
overall net income of the Administrative Agent or Lender or its applicable
Lending Office pursuant to the laws of the jurisdiction in which the principal
executive office or the applicable Lending Office of the Administrative Agent or
Lender is located) as the Administrative Agent or Lender shall determine are
payable by the Administrative Agent or Lender in respect of amounts paid by or
on behalf of Borrower to or on behalf of the Administrative Agent or Lender
pursuant to paragraph (i) hereof.

      (c) Subject to Section 3.03(ii), whenever any payment to be made hereunder
or under any Note shall be stated to be due on a day which is not a Business
Day, the due date thereof shall be extended to the next succeeding Business Day
and, with respect to payments of principal, interest thereon shall be payable at
the applicable rate during such extension.

      (d) All computations of interest and fees shall be made on the basis of a
year of 360 days for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest or fees
are payable (to the extent computed on the basis of days elapsed), except that
interest on Base Rate Advances shall be computed on the basis of a year of
365/366 days for the actual number of days. Interest on Base Rate Advances shall
be calculated based on the Base Rate from and including the date of such Loan to
but excluding the date of the repayment or conversion thereof. Interest on Swing
Rate Advances shall be calculated based on the Swing Rate from and including the
date of such Loan to but excluding the date of the repayment or conversion
thereof. Interest on Eurodollar Advances shall be calculated as to each Interest
Period from and including the first day thereof to but excluding the last day
thereof. Each determination by the Administrative Agent of an interest rate or
fee hereunder shall be made in good faith and, except for manifest error, shall
be final, conclusive and binding for all purposes.

      (e) Payment by Borrower to the Administrative Agent in accordance with the
terms of this Agreement shall, as to Borrower, constitute payment to the Lenders
under this Agreement.

      SECTION 3.07. INTEREST RATE NOT ASCERTAINABLE, ETC

      In the event that the Administrative Agent shall have determined (which
determination shall be made in good faith and, absent manifest error, shall be
final, conclusive and binding upon all parties) that on any date for determining
LIBOR for any Interest Period, by reason of any changes arising after the date
of this Agreement affecting the London interbank market, or the Administrative
Agent's position in such market, adequate and fair means do not exist for
ascertaining the applicable interest rate on the basis provided for in the
definition of LIBOR then, and in any such event, the Administrative Agent shall
forthwith give notice (by telephone confirmed in writing) to Borrower and to the
Lenders, of such determination and a summary of the basis for such
determination. Until the Administrative Agent notifies Borrower that the
circumstances giving rise to the suspension described herein no longer exist,
the obligations of the Lenders to make or permit portions of the Loans to remain
outstanding past the last day of the then current Interest Periods as Eurodollar
Advances shall be suspended, and such affected Advances shall bear interest at
the Base Rate (or at such other rate of interest per annum as Borrower and each
of the Administrative Agent and the Lenders shall have agreed to in writing).


                                       32
<PAGE>
      SECTION 3.08. ILLEGALITY.

      (a) In the event that any Lender shall have determined (which
determination shall be made in good faith and, absent manifest error, shall be
final, conclusive and binding upon all parties) at any time that the making or
continuance of any Eurodollar Advance has become unlawful by compliance by such
Lender in good faith with any applicable law, governmental rule, regulation,
guideline or order (whether or not having the force of law and whether or not
failure to comply therewith would be unlawful), then, in any such event, the
Lender shall give prompt notice (by telephone confirmed in writing) to Borrower
and to the Administrative Agent of such determination and a summary of the basis
for such determination (which notice the Administrative Agent shall promptly
transmit to the other Lenders).

      (b) Upon the giving of the notice to Borrower referred to in subsection
(a) above, (i) Borrower's right to request and such Lender's obligation to make
Eurodollar Advances shall be immediately suspended, and such Lender shall make
an Advance as part of the requested Borrowing of Eurodollar Advances, bearing
interest at the Base Rate (or at such other rate of interest per annum as
Borrower and each of the Administrative Agent and the Lenders shall have agreed
to in writing), which Base Rate Advance shall, for all other purposes, be
considered part of such Borrowing, and (ii) if the affected Eurodollar Advance
or Advances are then outstanding, Borrower shall immediately, or if permitted by
applicable law, no later than the date permitted thereby, upon at least one
Business Day's written notice to the Administrative Agent and the affected
Lender, convert each such Advance into an Advance or Advances of a different
Type with an Interest Period ending on the date on which the Interest Period
applicable to the affected Eurodollar Advances expires, provided that if more
than one Lender is affected at any time, then all affected Lenders must be
treated the same pursuant to this Section 3.08(b).

      SECTION 3.09. INCREASED COSTS.

      (a) (i) If, by reason of (x) after the date hereof, the introduction of or
any change (including, without limitation, any change by way of imposition or
increase of reserve requirements) in or in the interpretation of any law or
regulation, or (y) the compliance with any guideline or request from any central
bank or other governmental authority or quasi-governmental authority exercising
control over banks or financial institutions generally (whether or not having
the force of law):

            (1) any Lender (or its applicable Lending Office) shall be subject
to any tax, duty or other charge with respect to its Eurodollar Advances, or its
obligation to make Eurodollar Advances, or the basis of taxation of payments to
any Lender of the principal of or interest on its Eurodollar Advances or its
obligation to make Eurodollar Advances shall have changed (except for changes in
the tax on the overall net income of such Lender or its applicable Lending
Office imposed by the jurisdiction in which such Lender's principal executive
office or applicable Lending Office is located); or

            (2) any reserve (including, without limitation, any imposed by the
Board of Governors of the Federal Reserve System), special deposit or similar
requirement against assets of, deposits with or for the account of, or credit
extended by, any Lender's applicable Lending


                                       33
<PAGE>
Office shall be imposed or deemed applicable or any other condition affecting
its Eurodollar Advances, or its obligation to make Eurodollar Advances shall be
imposed on any Lender or its applicable Lending Office or the London interbank
market;

and as a result thereof there shall be any increase in the cost to such Lender
of agreeing to make or making, funding or maintaining Eurodollar Advances, or
there shall be a reduction in the amount received or receivable by such Lender
or its applicable Lending Office, or

            (ii) in the event that any Lender shall have determined that any
law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or
order regarding capital adequacy not currently in effect or fully applicable as
of the Closing Date, or any change therein or in the interpretation or
application thereof after the Closing Date, or compliance by such Lender with
any request or directive regarding capital adequacy not currently in effect or
fully applicable as of the Closing Date (whether or not having the force of law
and whether or not failure to comply therewith would be unlawful) from a central
bank or governmental authority or body having jurisdiction, does or shall have
the effect of reducing the rate of return on such Lender's capital as a
consequence of its obligations hereunder to a level below that which such Lender
could have achieved but for such law, treaty, rule, regulation, guideline or
order, or such change or compliance (taking into consideration such Lender's
policies with respect to capital adequacy) by an amount deemed by such Lender to
be material;

then, in the case of (i) or (ii) above, upon written notice from and demand by
such Lender on Borrower (with a copy of such notice and demand to the
Administrative Agent), Borrower shall pay to the Administrative Agent for the
account of such Lender within five Business Days after the date of such notice
and demand, additional amounts sufficient to indemnify such Lender against such
increased cost or reduced yield. A certificate as to the amount of such
increased cost or reduced yield submitted to Borrower and the Administrative
Agent by such Lender in good faith and accompanied by a statement prepared by
such Lender describing in reasonable detail the basis for and calculation of
such increased cost, shall, except for manifest error, be final, conclusive and
binding for all purposes.

      In addition, if at any time a Eurodollar Reserve Percentage greater than
0% is imposed on any Bank, Borrower shall pay to such Bank additional interest
on the unpaid principal amount of the Eurodollar Advances of such Bank until
such principal amount is paid in full at an interest rate per annum equal at all
times to the quotient obtained (rounded upwards, if necessary, to the next
higher 1/100th of 1%) by dividing (i) the applicable LIBOR for such Eurodollar
Advance for such Interest Period by (ii) 1.00 minus the Eurodollar Reserve
Percentage, payable on each date on which interest is payable on such Eurodollar
Advance. Such additional interest, if any, shall be determined by such Lender
and notified to Borrower through the Administrative Agent.

      (b) If any Lender shall advise the Administrative Agent that at any time,
because of the circumstances described in clauses (x) or (y) in Section 3.09(a)
or any other circumstances beyond such Lender's reasonable control arising after
the date of this Agreement affecting such Lender or the London interbank market
or such Lender's position in such markets, LIBOR as determined by the
Administrative Agent, will not adequately and fairly reflect the cost to such
Lender of funding its Eurodollar Advances, then, and in any such event:


                                       34
<PAGE>
            (i) the Administrative Agent shall forthwith give notice (by
telephone confirmed in writing) to Borrower and to the other Lenders of such
advice;

            (ii) Borrower's right to request and such Lender's obligation to
make or permit portions of the Loans to remain outstanding past the last day of
the then current Interest Periods as Eurodollar Advances shall be immediately
suspended; and

            (iii) such Lender shall make an Advance as part of the requested
Borrowing of Eurodollar Advances, as the case may be, bearing interest at the
Base Rate (or at such other rate of interest per annum as Borrower and each of
the Administrative Agent and the Lenders shall have agreed to in writing), which
Base Rate Advance shall, for all other purposes, be considered part of such
Borrowing.

      (c) Each Lender or Administrative Agent shall make written demand on
Borrower for indemnification or compensation pursuant to this Section 3.09 no
later than 60 days after the event giving rise to the claim for indemnification
or compensation occurs. In the event that any Lender or Administrative Agent
fails to give Borrower notice within the time limitations prescribed in the
foregoing sentence, Borrower shall not have any obligation to pay such claim for
compensation or indemnification.

      SECTION 3.10. LENDING OFFICES.

      (a) Each Lender agrees that, if requested by Borrower, it will use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate an alternate Lending Office with respect to any of its Eurodollar
Advances affected by the matters or circumstances described in Sections 3.06(b),
3.07, 3.08 or 3.09 to reduce the liability of Borrower or avoid the results
provided thereunder, so long as such designation is not materially
disadvantageous to such Lender as determined by such Lender, which determination
if made in good faith, shall be conclusive and binding on all parties hereto.
Nothing in this Section 3.10 shall affect or postpone any of the obligations of
Borrower or any right of any Lender provided hereunder.

      (b) If any Lender that is organized under the laws of any jurisdiction
other than the United States of America or any State thereof (including the
District of Columbia) issues a public announcement with respect to the closing
of its lending offices in the United States such that any withholdings or
deductions and additional payments with respect to Taxes may be required to be
made by Borrower thereafter pursuant to Section 3.06(b), such Lender shall use
reasonable efforts to furnish Borrower notice thereof as soon as practicable
thereafter; provided, however, that no delay or failure to furnish such notice
shall in any event release or discharge Borrower from its obligations to such
Lender pursuant to Section 3.06(b) or otherwise result in any liability of such
Lender.

      SECTION 3.11. FUNDING LOSSES. Borrower shall compensate each Lender, upon
its written request to Borrower (which request shall set forth the basis for
requesting such amounts in reasonable detail and which request shall be made in
good faith and, absent manifest error, shall be final, conclusive and binding
upon all of the parties hereto), for all losses, expenses and liabilities


                                       35
<PAGE>
(including, without limitation, any interest paid by such Lender to lenders of
funds borrowed by it to make or carry its Eurodollar Advances), to the extent
not recoverable by such Lender in connection with a re-employment of such funds
and including loss of anticipated profits, which the Lender may sustain: (i) if
for any reason (other than a default by such Lender) a borrowing of, or
conversion to or continuation of, Eurodollar Advances to Borrower does not occur
on the date specified therefor in a Notice of Borrowing or Notice of
Conversion/Continuation (whether or not withdrawn), (ii) if any repayment
(including mandatory prepayments and any conversions pursuant to Section
3.08(b)) of any Eurodollar Advances by Borrower occurs on a date which is not
the last day of an Interest Period applicable thereto, or (iii) if, for any
reason, Borrower defaults in its obligation to repay its Eurodollar Advances
when required by the terms of this Agreement. In no circumstance will Borrower
be responsible for losses (other than administrative costs) where interest rates
have increased as of the date of determination of funding losses hereunder.

      SECTION 3.12. ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR ADVANCES.
Calculation of all amounts payable to a Lender under this Article III shall be
made as though that Lender had actually funded its relevant Eurodollar Advances
through the purchase of deposits in the relevant market bearing interest at the
rate applicable to such Eurodollar Advances in an amount equal to the amount of
the Eurodollar Advances and having a maturity comparable to the relevant
Interest Period and through the transfer of such Eurodollar Advances from an
offshore office of that Lender to a domestic office of that Lender in the United
States of America; provided however, that each Lender may fund each of its
Eurodollar Advances in any manner it sees fit and the foregoing assumption shall
be used only for calculation of amounts payable under this Article III.

      SECTION 3.13. APPORTIONMENT OF PAYMENTS. Aggregate principal and interest
payments in respect of Loans and payments in respect of any fee, commission or
other amount payable to the Lenders under this Agreement or any Note shall be
apportioned among all outstanding Commitments and Loans to which such payments
relate, proportionately to the Lenders' respective Pro Rata Share of such
Commitments and outstanding Loans. The Administrative Agent shall promptly
distribute to each Lender at its Payment Office or such other address as any
Lender may request its Pro Rata Share of all such payments received by the
Administrative Agent; provided that the Issuing Lender's fees and L/C
Participants' commissions shall be paid to the Issuing Lender and L/C
Participants, as applicable.

      SECTION 3.14. SHARING OF PAYMENTS, ETC. If any Lender shall obtain any
payment or reduction (including, without limitation, any amounts received as
adequate protection of a deposit treated as cash collateral under the Bankruptcy
Code) of the Obligations (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) in excess of its pro rata portion of
payments or reductions on account of such obligations obtained by all the
Lenders, such Lender shall forthwith (i) notify each of the other Lenders and
Administrative Agent of such receipt, and (ii) purchase from the other Lenders
such participations in the affected obligations as shall be necessary to cause
such purchasing Lender to share the excess payment or reduction, net of costs
incurred in connection therewith, ratably with each of them, provided that if
all or any portion of such excess payment or reduction is thereafter recovered
from such purchasing Lender or additional costs are incurred, the purchase shall
be rescinded and the purchase price restored to the extent of such recovery or
such additional costs, but without interest unless the Lender obligated to
return such funds is required to pay interest on such funds.


                                       36
<PAGE>
Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 3.14 may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of Borrower in the amount of such participation.

      SECTION 3.15. BENEFITS TO GUARANTORS. In consideration of the execution
and delivery by the Guarantors of the Guaranty Agreements, Borrower agrees,
subject to the terms hereof, to make extensions of credit hereunder available to
the Guarantors.

                                   ARTICLE IV.
                 CONDITIONS TO BORROWINGS AND LETTERS OF CREDIT

      The obligations of each Lender to make Advances and the obligation of the
Issuing Lender to issue Letters of Credit to Borrower hereunder subject to the
satisfaction of the following conditions:

      SECTION 4.01. CONDITIONS PRECEDENT TO INITIAL LOANS AND LETTERS OF CREDIT.
On the Closing Date, Borrower shall have satisfied each of the following
conditions:

      (a) Borrower shall have paid to the Agents and the Lenders the fees set
forth or referenced in Section 3.04 and any other accrued and unpaid fees,
out-of-pocket expenses or commissions due hereunder (including, without
limitation, legal fees and expenses) related to due diligence performed by the
Agents or in connection with the closing of the transactions contemplated by
this Agreement.

      (b) The Existing Facility shall be repaid in full and terminated and the
Agents shall have received a pay-off letter in form and substance satisfactory
to each of them evidencing such repayment and termination.

      (c) The Agents shall have received the following, in form and substance
reasonably satisfactory in all respects to the Lenders and (except for the
Notes) in sufficient number for each Lender:

            (i) the duly executed counterparts of this Agreement;

            (ii) the duly executed Syndicated Notes and the duly executed Swing
Line Note;

            (iii) the duly executed Guaranty Agreements;

            (iv) a duly executed certificate of Borrower, in substantially the
form of Exhibit E attached hereto and appropriately completed, certifying that
(i) the representations and warranties set forth in Article 5 hereof are true
and correct on and as of such date with the same effect as though made on and as
of such date, (ii) Borrower and the Guarantors are in compliance with all the
terms and provisions set forth in this Agreement and the other Credit Documents
on


                                       37
<PAGE>
their respective parts to be observed or performed, (iii) on the Closing Date,
no Default or Event of Default, will have occurred or be continuing and (iv) as
of the Closing Date, there has been no materially adverse change in the
financial condition of Borrower and its Subsidiaries as reflected in the pro
forma financial statements delivered to the Agents prior to the Closing Date;

            (v) a duly executed solvency certificate of Borrower and the
Guarantors, in form and substance satisfactory to the Lenders;

            (vi) certificates of the Secretary or Assistant Secretary of each of
the Credit Parties attaching and certifying copies of the resolutions of the
boards of directors of the Credit Parties, authorizing as applicable the
execution, delivery and performance of the Credit Documents;

            (vii) certificates of the Secretary or an Assistant Secretary of
each of the Credit Parties certifying (i) the name, title and true signature of
each officer of such entities executing the Credit Documents, and (ii) the
bylaws or comparable governing documents of such entities;

            (viii) certified copies of the certificate or articles of
incorporation of each Credit Party certified by the Secretary of State or the
Secretary or Assistant Secretary of such Credit Party, together with
certificates of good standing or existence, as may be available from the
Secretary of State of the jurisdiction of incorporation or organization of such
Credit Party;

            (ix) copies of all documents and instruments, including all
consents, authorizations and filings, required or advisable under any
Requirement of Law or by any material Contractual Obligation of the Credit
Parties, in connection with the execution, delivery, performance, validity and
enforceability of the Credit Documents and the other documents to be executed
and delivered hereunder, and such consents, authorizations, filings and orders
shall be in full force and effect and all applicable waiting periods shall have
expired;

            (x) certificates of insurance issued on behalf of insurers of
Borrower and the Guarantors, describing in reasonable detail the types and
amounts of insurance maintained by Borrower and the Guarantors;

            (xi) the favorable opinion of Jones, Day, Reavis & Pogue, counsel to
the Credit Parties, substantially in the form of Exhibit F-1 addressed to the
Agents and each of the Lenders and the favorable opinion of in-house general
counsel to the Credit Parties, substantially in the form of Exhibit F-2
addressed to the Agents and each of the Lenders;

            (xii) all corporate proceedings and all other legal matters in
connection with the authorization, legality, validity and enforceability of the
Credit Documents shall be reasonably satisfactory in form and substance to the
Required Lenders;

            (xiii) a three-year forecast of the Consolidated Companies for the
period commencing January 1, 2003; and


                                       38
<PAGE>
            (xiv) audited financial statements for the Consolidated Companies
for the fiscal year ended December 31, 2001.

      SECTION 4.02. CONDITIONS TO ALL LOANS. At the time of the making of all
Loans or the issuance or extension of any Letter of Credit (before as well as
after giving effect to such Loans or Letters of Credit and to the proposed use
of the proceeds thereof), or the conversion or continuation of any Loan, the
following conditions shall have been satisfied or shall exist:

      (a) there shall exist no Default or Event of Default;

      (b) all representations and warranties by Borrower contained herein shall
be true and correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such Loans
(other than the representations and warranties given as of a specific date); and

      (c) the Loans to be made or Letters of Credit to be issued and the use of
proceeds thereof shall not contravene, violate or conflict with, or involve the
Administrative Agent or any Lender in a violation of, the Margin Regulations or
any other material law, rule, injunction, or regulation, or determination of any
court of law or other governmental authority applicable to Borrower.

      Each request for a new Borrowing or Letter of Credit and the acceptance by
Borrower of the proceeds thereof (including the continuation or conversion of an
existing Borrowing) shall constitute a representation and warranty by Borrower,
as of the date of the Loans comprising such Borrowing or the issuance of such
Letter of Credit, that the applicable conditions specified in Sections 4.01 and
4.02 have been satisfied or waived in writing.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

      Borrower (as to itself and all other Consolidated Companies) represents
and warrants as follows:

      SECTION 5.01. CORPORATE EXISTENCE; COMPLIANCE WITH LAW. Each of the Credit
Parties is a corporation duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation. Each of the Credit
Parties (i) has the corporate power and authority and the legal right to own and
operate its property and to conduct its business, (ii) is duly qualified as a
foreign corporation and in good standing under the laws of each jurisdiction
where its ownership of property or the conduct of its business requires such
qualification, and (iii) is in compliance with all Requirements of Law, except
where the failure to duly qualify or to comply with applicable Requirements of
Law would not have a Materially Adverse Effect.

      SECTION 5.02. CORPORATE POWER; AUTHORIZATION. Each of the Credit Parties
has the corporate power and authority to make, deliver and perform the Credit
Documents to which it is a party and has taken all necessary corporate action to
authorize the execution, delivery and


                                       39
<PAGE>
performance of such Credit Documents. No consent or authorization of, or filing
with, any Person (including, without limitation, any governmental authority), is
required in connection with the execution, delivery or performance by any Credit
Party, or the validity or enforceability against any Credit Party, of the Credit
Documents, other than such consents, authorizations or filings which have been
made or obtained.

      SECTION 5.03. ENFORCEABLE OBLIGATIONS. This Agreement and each other
Credit Document has been duly authorized, executed and delivered by the
respective Credit Parties, and this Agreement and each other Credit Document
constitute legal, valid and binding obligations of the Credit Parties,
respectively, enforceable against the Credit Parties in accordance with their
respective terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity.

      SECTION 5.04. NO CONTRACTUAL OR LEGAL BAR. The execution, delivery and
performance by Borrower and each Guarantor of the Credit Documents to which it
is a party (a) will not contravene any material provision of any Requirement of
Law, (b) will not conflict with or be inconsistent with or result in any breach
of, or constitute a default under, any Contractual Obligations of any
Consolidated Company that would result in liability to any Credit Party of
$500,000 or more in the aggregate or otherwise result in a Materially Adverse
Effect, (c) will not violate any provision of the certificate of incorporation
(or equivalent thereof) or bylaws (or equivalent thereof) of Borrower or any
Guarantor, (d) will not require the consent, approval or authorization of any
governmental or non-governmental authority or Person and (e) will not result in
the creation of any Lien upon the assets or properties of Borrower and its
Subsidiaries, other than those Liens permitted under Section 7.01.

      SECTION 5.05. NO MATERIAL LITIGATION OR INVESTIGATIONS. No litigation,
investigations or proceedings of or before any courts, tribunals, arbitrators or
governmental authorities are pending or, to the knowledge of Borrower,
threatened by or against any of the Consolidated Companies, or against any of
their respective properties or rights, existing or future (a) with respect to
any Credit Document or any of the transactions contemplated hereby or thereby,
or (b) which, if adversely determined, would reasonably be expected to have a
Materially Adverse Effect.

      SECTION 5.06. INVESTMENT COMPANY ACT, ETC. None of the Consolidated
Companies is an "investment company" or a company "controlled" by an "investment
company" (as each of the quoted terms is defined or used in the Investment
Company Act of 1940, as amended). None of the Consolidated Companies is subject
to regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, or any foreign, federal or local statute or regulation limiting its
ability to incur indebtedness for money borrowed, guarantee such indebtedness,
or pledge its assets to secure such indebtedness, as contemplated hereby or by
any other Credit Document.

      SECTION 5.07. MARGIN REGULATIONS. No part of the proceeds of any of the
Loans or Letters of Credit will be used for any purpose which violates, or which
would be inconsistent or not in compliance with, the provisions of the
applicable Margin Regulations.


                                       40
<PAGE>
      SECTION 5.08. COMPLIANCE WITH ENVIRONMENTAL LAWS.

      (a) The Consolidated Companies have received no notices of claims or
potential liability under, and are in compliance with, all applicable
Environmental Laws, where such claims and liabilities under, and failures to
comply with, such statutes, regulations, rules, ordinances, laws or licenses,
would reasonably be expected to result in penalties, fines, claims or other
liabilities to the Consolidated Companies having a Materially Adverse Effect.

      (b) None of the Consolidated Companies has received any notice of
violation, or notice of any action, either judicial or administrative, from any
governmental authority (whether United States or foreign) relating to the actual
or alleged violation of any Environmental Law, including, without limitation,
any notice of any actual or alleged spill, leak, or other release of any
Hazardous Substance, waste or hazardous waste by any Consolidated Company or its
employees or agents, or as to the existence of any contamination on any
properties owned by any Consolidated Company, where any such violation, spill,
leak, release or contamination would reasonably be expected to result in
penalties, fines, claims or other liabilities to the Consolidated Companies
having a Materially Adverse Effect.

      (c) The Consolidated Companies have obtained all necessary governmental
permits, licenses and approvals which are material to the operations conducted
on their respective properties, including without limitation, all required
material permits, licenses and approvals for (i) the emission of air pollutants
or contaminants, (ii) the treatment or pretreatment and discharge of waste water
or storm water, (iii) the treatment, storage, disposal or generation of
hazardous wastes, (iv) the withdrawal and usage of ground water or surface
water, and (v) the disposal of solid wastes.

      SECTION 5.09. INSURANCE. The Credit Parties currently maintain insurance
with respect to their respective properties and businesses, with financially
sound and reputable insurers, having coverages against losses or damages of the
kinds customarily insured against by reputable companies in the same or similar
businesses, such insurance being the types, and in amounts no less than those
amounts which are, customary for such companies under similar circumstances;
provided, however, that the Company may self insure in amounts satisfactory to
management, subject to the provisions of Section 6.06(a). The Consolidated
Companies have paid all material amounts of insurance premiums now due and owing
with respect to such insurance policies and coverages, and such policies and
coverages are in full force and effect.

      SECTION 5.10. NO DEFAULT. None of the Consolidated Companies is in default
under or with respect to any material Contractual Obligation in any respect.

      SECTION 5.11. NO BURDENSOME RESTRICTIONS. None of the Consolidated
Companies is a party to or bound by any Contractual Obligation or Requirement of
Law which has had or would reasonably be expected to have a Materially Adverse
Effect.

      SECTION 5.12. TAXES. Each of the Consolidated Companies has filed or
caused to be filed all declarations, reports and tax returns which are required
to have been filed, and has paid all


                                       41
<PAGE>
taxes, custom duties, levies, charges and similar contributions ("taxes" in this
Section 5.12) shown to be due and payable on said returns or on any assessments
made against it or its properties, and all other taxes, fees or other charges
imposed on it or any of its properties by any governmental authority (other than
those the amount or validity of which is currently being contested in good faith
by appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided in its books or where the aggregate sum of taxes unpaid
is less than $500,000); and no tax liens have been filed and, to the knowledge
of Borrower, no claims are being asserted with respect to any such taxes, fees
or other charges.

      SECTION 5.13. SUBSIDIARIES. Schedule 5.13 accurately describes as of the
Closing Date (1) the complete name of each Subsidiary of Borrower, (2) the
jurisdiction of incorporation or organization of each Subsidiary of Borrower,
(3) the ownership of all issued and outstanding Capital Stock of each Subsidiary
of Borrower and (4) whether such Subsidiary is a Material Subsidiary. Except as
disclosed on Schedule 5.13, Borrower has no Subsidiaries and neither Borrower
nor any Subsidiary is a joint venture partner or general partner in any
partnership. Each of the Subsidiaries that is not a Guarantor is a corporation
duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, is duly qualified to transact business in every
jurisdiction where the failure to so qualify would have a Materially Adverse
Effect, and has all corporate powers and all governmental licenses,
authorizations, consents and approvals required to carry on its business as now
as now conducted in each case where the failure to have the same would have a
Materially Adverse Effect.

      SECTION 5.14. FINANCIAL STATEMENTS. The audited balance sheet of the
Consolidated Companies as of December 31, 2001, and the related audited
statements of income and retained earnings and cash flows for the fiscal year
then ended, copies of which have been delivered to the Lenders, are complete and
correct and fairly present, in conformity with GAAP, the financial position of
the Consolidated Companies as of such date and time. The Consolidated Companies
do not have any material contingent obligations, contingent liabilities or other
obligations which are not reflected in the balance sheet referenced above or the
footnotes thereto. Since December 31, 2001, there have been no changes with
respect to the Consolidated Companies which has had or would reasonably be
expected to have a Materially Adverse Effect.

      SECTION 5.15. ERISA.

      (a) (1) Identification of Plans. (A) None of the Consolidated Companies
nor any of their respective ERISA Affiliates maintains or contributes to, or has
during the past two years maintained or contributed to, any Plan that is subject
to Title IV of ERISA, and (B) none of the Consolidated Companies maintains or
contributes to any Foreign Plan;

      (2) Compliance. Each Plan and each Foreign Plan maintained by the
Consolidated Companies have at all times been maintained, by their terms and in
operation, in compliance with all applicable laws, and the Consolidated
Companies are subject to no tax or penalty with respect to any Plan maintained
or contributed to by such Consolidated Company or any ERISA Affiliate thereof,
including without limitation, any tax or penalty under Title I or Title IV of
ERISA or under Chapter 43 of the Tax Code, or any tax or penalty resulting from
a loss of deduction under Sections 404, or 419 of the Tax Code, where the
failure to comply with such


                                       42
<PAGE>
laws, and such taxes and penalties, together with all other liabilities referred
to in this Section 5.15 (taken as a whole), would in the aggregate have a
Materially Adverse Effect;

      (3) Liabilities. The Consolidated Companies are subject to no liabilities
(including withdrawal liabilities) with respect to any Plans or Foreign Plans
maintained or contributed to by such Consolidated Companies or any of their
ERISA Affiliates, including without limitation, any liabilities arising from
Titles I or IV of ERISA, other than obligations to fund benefits under an
ongoing such Plan and to pay current contributions, expenses and premiums with
respect to such Plans or Foreign Plans, where such liabilities, together with
all other liabilities referred to in this Section 5.15 (taken as a whole), would
in the aggregate have a Materially Adverse Effect;

      (4) Funding. The Consolidated Companies and, with respect to any Plan
which is subject to Title IV of ERISA, each of their respective ERISA
Affiliates, have made full and timely payment of all amounts (A) required to be
contributed by any of them under the terms of each Plan and applicable law, and
(b) required to be paid as expenses by any of them (including PBGC or other
premiums) of each Plan, where the failure to pay such amounts (when taken as a
whole, including any penalties attributable to such amounts) would have a
Materially Adverse Effect. No Plan maintained by a Consolidated Company subject
to Title IV of ERISA has an "amount of unfunded benefit liabilities" (as defined
in Section 4001(a)(18) of ERISA, determined as if such Plan terminated on any
date on which this representation and warranty is deemed made, in any amount
which, together with all other liabilities referred to in this Section 5.15
(taken as a whole), would have a Materially Adverse Effect if such amount were
then due and payable. The Consolidated Companies are subject to no liabilities
with respect to post-retirement medical benefits other than those accrued on
Borrower's financial statements.

      (b) With respect to any Foreign Plan, reasonable reserves have been
established in accordance with prudent business practice or where required by
ordinary accounting practices in the jurisdiction where the Foreign Subsidiary
maintains its principal place of business or in which the Foreign Plan is
maintained. The aggregate unfunded liabilities, after giving effect to any
reserves for such liabilities, with respect to such Foreign Plans, together with
all other liabilities referred to in this Section 5.15 (taken as a whole), would
not have a Materially Adverse Effect.

      SECTION 5.16. POSSESSION OF FRANCHISES, LICENSES, ETC. . Each of the
Consolidated Companies possesses all franchises, certificates, licenses, permits
and other authorizations from governmental political subdivisions or regulatory
authorities, that are necessary in any material respect for the ownership,
maintenance and operation of its properties and assets, and none of the
Consolidated Companies is in violation of any thereof in any material respect.

      SECTION 5.17. PATENTS, TRADEMARKS, LICENSES, ETC. (i) The Consolidated
Companies have obtained and hold in full force and effect all patents,
trademarks, service marks, trade names, copyrights, licenses and other such
rights, free from burdensome restrictions, which are necessary for the operation
of their respective businesses as presently conducted and where the result of a
failure to obtain and hold such patents, trademarks, service marks, trade names,
copyrights, licenses and other such rights would have a Materially Adverse
Effect, and (ii) to the best of Borrower's knowledge, no product, process,
method, service or other item presently sold


                                       43
<PAGE>
by or employed by any Consolidated Company in connection with such business
infringes any patents, trademark, service mark, trade name, copyright, license
or other right owned by any other person and there is not presently pending, or
to the knowledge of Borrower, threatened, any claim or litigation against or
affecting any Consolidated Company contesting such Person's right to sell or use
any such product, process, method, substance or other item where the result of
such failure to obtain and hold such benefits or such infringement would have a
Materially Adverse Effect.

      SECTION 5.18. OWNERSHIP OF PROPERTY. Each Consolidated Company has good
and marketable fee simple title to or a valid leasehold interest in all of its
real property and good title to, or a valid leasehold interest in, all of its
other material assets, as such properties are reflected in the most recent
financial statements delivered by Borrower to the Administrative Agent, other
than properties disposed of in the ordinary course of business since such date
or as otherwise permitted by the terms of this Agreement, subject to no Lien or
title defect of any kind, except Liens permitted under Section 7.01. The
Consolidated Companies enjoy peaceful and undisturbed possession under all of
their respective leases.

      SECTION 5.19. FINANCIAL CONDITION. On the Closing Date and after giving
effect to the transactions contemplated by this Agreement, the Guaranty
Agreements and the other Credit Documents, including without limitation, the use
of the proceeds of the Loans as provided in Section 2.01(b), each of the Credit
Parties is Solvent.

      SECTION 5.20. LABOR MATTERS. The Consolidated Companies have experienced
no strikes, labor disputes, slow downs or work stoppages due to labor
disagreements which have had, or would reasonably be expected to have, a
Materially Adverse Effect, and, to the best knowledge of Borrower, there are no
such strikes, disputes, slow downs or work stoppages threatened against any
Consolidated Company which if they occurred, would reasonably be expected to
have a Materially Adverse Effect. The hours worked and payment made to employees
of the Consolidated Companies have not been in violation in any material respect
of the Fair Labor Standards Act (in the case of Consolidated Companies that are
not Foreign Subsidiaries) or any other applicable law dealing with such matters.
All payments due from the Consolidated Companies, or for which any claim may be
made against the Consolidated Companies, on account of wages and employee health
and welfare insurance and other benefits have been paid or accrued as
liabilities on the books of the Consolidated Companies in all jurisdictions
where the failure to pay or accrue such liabilities would reasonably be expected
to have a Materially Adverse Effect.

      SECTION 5.21. PAYMENT OR DIVIDEND RESTRICTIONS. None of the Consolidated
Companies is party to or subject to any agreement or understanding restricting
or limiting the payment of any dividends or other distributions by any such
Consolidated Company.

      SECTION 5.22. OUTSTANDING INDEBTEDNESS. Schedule 5.22 lists all
outstanding Indebtedness of the Consolidated Companies as of March 31, 2002, and
since March 31, 2002, no additional material Indebtedness has been incurred by
the Consolidated Companies. There exists no default under the provisions of any
instrument evidencing or securing Indebtedness of


                                       44
<PAGE>
Borrower or any of its Subsidiaries or of any agreement otherwise relating
thereto which has had or would reasonably be expected to have a Material Adverse
Effect.

      SECTION 5.23. DISCLOSURE. No representation or warranty contained in this
Agreement (including the Schedules attached hereto) or in any other document
furnished from time to time pursuant to the terms of this Agreement, contains or
will contain any untrue statement of a material fact or omits or will omit to
state any material fact necessary to make the statements herein or therein not
misleading in any material respect as of the date made or deemed to be made. The
projections delivered pursuant to Section 4.01(c)(xiii) represent good faith
estimates (utilizing reasonable assumptions) of the financial condition and
operations of Borrower and its Subsidiaries for the period included in such
projections, however, such projections do not constitute a representation,
warranty, or covenant regarding the Consolidated Companies' future financial
performance. There is no fact known to Borrower which is having, or is
reasonably expected to have, a Materially Adverse Effect.

                                   ARTICLE VI.
                              AFFIRMATIVE COVENANTS

      So long as any Commitment remains in effect hereunder or any Obligation
shall remain unpaid, Borrower will (unless waived in writing by the Required
Lenders):

      SECTION 6.01. CORPORATE EXISTENCE, ETC. Preserve and maintain, and cause
each of its Subsidiaries to preserve and maintain, its corporate existence
(except for mergers, divestitures and consolidations permitted pursuant to
Section 7.03), and except where the failure to be so qualified would reasonably
be expected to have a Materially Adverse Effect, its qualification to do
business as a foreign corporation in all jurisdictions where it conducts
business or other activities making such qualification necessary.

      SECTION 6.02. COMPLIANCE WITH LAWS, ETC. Comply, and cause each of its
Subsidiaries to comply with, all Requirements of Law (including, without
limitation, the Environmental Laws, ERISA and employee benefit laws) and
Contractual Obligations applicable to or binding on any of them where the
failure to comply with such Requirements of Law and Contractual Obligations
would reasonably be expected to have a Materially Adverse Effect.

      SECTION 6.03. PAYMENT OF TAXES AND CLAIMS, ETC. Pay, and cause each of its
Subsidiaries to pay, (i) all taxes, assessments and governmental charges imposed
upon it or upon its property, and (ii) all claims (including, without
limitation, claims for labor, materials, supplies or services) which might, if
unpaid, become a Lien upon its property, unless, in each case, the validity or
amount thereof is being contested in good faith by appropriate proceedings and
adequate reserves are maintained with respect thereto or the aggregate sum of
taxes unpaid is less than $500,000.

      SECTION 6.04. KEEPING OF BOOKS. Keep, and cause each of its Subsidiaries
to keep, proper books of record and account, containing complete and accurate
entries of all their respective financial and business transactions.


                                       45
<PAGE>
      SECTION 6.05. VISITATION, INSPECTION, ETC. (a) Prior to the occurrence of
a Default, permit, and cause each of its Subsidiaries to permit, any
representative of any Lender at such Lender's expense after reasonable notice
during regular business hours (which date of visit shall be mutually agreed upon
but shall not be later than 2 weeks after the date requested by such Lender) to
visit and inspect, in the company of any of the Executive Officers or their
designees and their independent public accountants, any of their respective
properties, and to examine and make abstracts from any of their respective books
and records and to discuss with any of the Executive Officers the respective
affairs, finances and accounts of Borrower and its Subsidiaries. Prior to the
occurrence of a Default, each Lender shall be entitled to no more than two (2)
such visits and inspections per year.

      (b) After the occurrence of a Default, permit, and cause each of its
Subsidiaries to permit, any representative of any Lender at Borrower's expense
to visit and inspect, in the company of any of the Executive Officers or their
designees and their independent public accountants, any of their respective
properties, and to examine and make abstracts from any of their respective books
and records and to discuss with any of the Executive Officers the respective
affairs, finances and accounts of Borrower and its Subsidiaries.

      (c) To cooperate and assist, and to cause each of its Subsidiaries to
cooperate and assist, in such visits and inspections set forth in paragraphs (a)
and (b) above in this Section, in each case at such reasonable times and as
often as may reasonably be desired; provided, however, that (i) in no event
shall any Lender have access to information prohibited by law, and (ii) in the
event any Lender desires to inspect confidential matters (which matters shall in
no event include financial information and data of Borrower or its Subsidiaries
or other information the Lenders may require in order to determine compliance
this Agreement) under this Section, such Lender shall executed a confidentiality
agreement relating to such matters, which agreement shall contain reasonable
terms acceptable to such Lender and its counsel.

      SECTION 6.06. INSURANCE; MAINTENANCE OF PROPERTIES.

      (a) Maintain or cause to be maintained with financially sound and
reputable insurers, insurance with respect to its properties and business, and
the properties and business of its Subsidiaries, against loss or damage of the
kinds customarily insured against by reputable companies in the same or similar
businesses, such insurance to be of such types and in such amounts as are
customary for such companies under similar circumstances; provided, however,
that the Credit Parties may self-insure in amounts satisfactory to management.
Upon the request of the Administrative Agent, Borrower shall file with the
Administrative Agent a detailed list of such insurance then in effect stating
the names of the insurance companies, the limits of liability of insurance, the
date of expiration thereof, the Property and risks covered thereby and the
insured with respect thereto, and, within 60 days after notice in writing from
the Administrative Agent, obtain such additional insurance as the Required
Lenders may reasonably request as a result of a material change in the
circumstances or conditions affecting Borrower's business specifically or its
type of business generally, provided that such additional insurance is available
at a commercially reasonable cost.


                                       46
<PAGE>
      (b) Cause, and cause each of the Consolidated Companies to cause, all
properties used or useful in the conduct of its business to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, settlements and improvements thereof, all as in the judgment of
Borrower may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section 6.06 shall prevent Borrower from
discontinuing the operation or maintenance of any such properties if such
discontinuance is, in the judgment of Borrower, desirable in the conduct of its
business or the business of any Consolidated Company.

      (c) Maintain in full force and effect all material patents, trademarks,
service marks, trade names, copyrights, licenses and other such rights, free
from burdensome restrictions, which are necessary for the operation of the
businesses of the Consolidated Companies as presently conducted, where the
result of failure to obtain and hold such benefits would have a Materially
Adverse Effect.

      SECTION 6.07. REPORTING COVENANTS. Furnish to each Lender:

      (a) Annual Financial Statements. As soon as available and in any event
within 105 days after the end of each fiscal year of Borrower, audited balance
sheets of the Consolidated Companies as at the end of such year, presented on a
consolidated basis, and the related audited statements of income, and cash flows
of the Consolidated Companies for such fiscal year, presented on a consolidated
basis, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail and accompanied by a report
thereon of the independent public accountants of comparable recognized national
standing, which such report shall be unqualified as to going concern and scope
of audit and shall state that such financial statements present fairly in all
material respects the financial condition as at the end of such fiscal year on a
consolidated basis, and the results of operations and statements of cash flows
of the Consolidated Companies for such fiscal year in accordance with GAAP and
that the examination by such accountants in connection with such consolidated
financial statements has been made in accordance with generally accepted
auditing standards;

      (b) Quarterly Financial Statements. As soon as available and in any event
within 60 days after the end of each fiscal quarter of Borrower (other than the
fourth fiscal quarter), balance sheets of the Consolidated Companies as at the
end of such quarter presented on a consolidated basis and the related statements
of income, shareholders' equity, and cash flows of the Consolidated Companies
for such fiscal quarter and for the portion of Borrower's fiscal year ended at
the end of such quarter, presented on a consolidated basis setting forth in each
case in comparative form the figures for the corresponding quarter and the
corresponding portion of Borrower's previous fiscal year, all in reasonable
detail and accompanied by a certification by the chief financial officer of
Borrower that such financial statements fairly present in all material respects
the financial condition of the Consolidated Companies as at the end of such
fiscal quarter on a consolidated basis, and the results of operations and
statements of cash flows of the Consolidated Companies for such fiscal quarter
and such portion of Borrower's fiscal year, in accordance with GAAP consistently
applied (subject to normal year-end audit adjustments and the absence of certain
footnotes);


                                       47
<PAGE>
      (c) No Default/Compliance Certificate. Together with the financial
statements required pursuant to subsections (a) and (b) above, a certificate
(with supporting details) of the chief financial officer of Borrower
substantially in the form of Exhibit H attached hereto (the "Compliance
Certificate") (i) to the effect that, based upon a review of the activities of
the Consolidated Companies and such financial statements during the period
covered thereby, there exists no Event of Default and no Default under this
Agreement, or if there exists an Event of Default or a Default hereunder,
specifying the nature thereof and the proposed response thereto, and (ii)
demonstrating in reasonable detail compliance as at the end of such fiscal year
or such fiscal quarter with Sections 6.08, 7.01, 7.04 and 7.05 and the
definition of "Material Subsidiaries";

      (d) Auditor's Statement. Together with the financial statements required
pursuant to subsection (a) above, a statement of the accountants who prepared
the report referred to therein, to the effect that, in connection with their
audit, nothing has come to their attention which would cause them to believe
that Borrower failed to comply with the terms, covenants, provisions or
conditions of Sections 6.08, 7.01, 7.04 or 7.05, insofar as they relate to
accounting matters;

      (e) Notice of Default. Promptly, and no later than five (5) Business Days
after any Executive Officer of Borrower has notice or knowledge of the
occurrence of an Event of Default or a Default, a certificate of the chief
financial officer of Borrower specifying the nature thereof and the proposed
response thereto;

      (f) Litigation and Investigations. Promptly, and no later than ten (10)
Business Days after any Executive Officer of Borrower has notice or knowledge
thereof, notice of the institution of or any material adverse development in any
material action, suit or proceeding or any governmental investigation or any
arbitration, before any court or arbitrator or any governmental or
administrative body, agency or official, against any Consolidated Company, or
any material property of any thereof, or the threat of any such action, suit,
proceeding, investigation or arbitration;

      (g) Environmental Notices. Promptly, and no later than ten (10) Business
Days after any Executive Officer of Borrower has notice or knowledge thereof,
notice of any actual or alleged violation, or notice of any action, claim or
request for information, either judicial or administrative, from any
governmental authority relating to any actual or alleged claim, notice of
potential responsibility under or violation of any Environmental Law, or any
actual or alleged spill, leak, disposal or other release of any waste, petroleum
product, or hazardous waste or Hazardous Substance by any Consolidated Company
which could result in a Materially Adverse Effect;

      (h) ERISA. (i) Promptly, and no later than ten (10) Business Days after
any Executive Officer of Borrower has notice or knowledge thereof, (A) with
respect to any Plan maintained by any Consolidated Company or any ERISA
Affiliate thereof, or any trust established thereunder, notice of a "reportable
event" described in Section 4043 of ERISA and the regulations issued from time
to time thereunder (other than a "reportable event" not subject to the
provisions for 30-day notice to the PBGC under such regulations); or (B) any
other event


                                       48
<PAGE>
which could subject any Consolidated Company to any tax, penalty or liability
under Title I or Title IV of ERISA or Chapter 43 of the Tax Code, or any tax or
penalty resulting from a loss of deduction under Sections 404 or 419 of the Tax
Code, or any tax, penalty or liability under any Requirement of Law applicable
to any Foreign Plan, where any such taxes, penalties or liabilities could result
in a Material Adverse Effect;

            (ii) Promptly after such notice must be provided to the PBGC, or to
a Plan participant, beneficiary or alternative payee, any notice required under
Section 101(d), 302(f)(4), 303, 307, 4041(b)(1)(A) or 4041(c)(1)(A) of ERISA or
under Section 401(a)(29) or 412 of the Tax Code with respect to any Plan
maintained by any Consolidated Company or any ERISA Affiliate thereof;

            (iii) Promptly after receipt, any notice received by any
Consolidated Company or any ERISA Affiliate thereof concerning the intent of the
PBGC or any other governmental authority to terminate a Plan maintained or
contributed to by such Company or ERISA Affiliate thereof which is subject to
Title IV of ERISA, to impose any liability on such Company or ERISA Affiliate
under Title IV of ERISA or Chapter 43 of the Tax Code;

            (iv) Upon the request of the Administrative Agent, promptly upon the
filing thereof with the Internal Revenue Service ("IRS") or the Department of
Labor ("DOL"), a copy of IRS Form 5500 or annual report for each Plan maintained
by any Consolidated Company or ERISA Affiliate thereof which is subject to Title
IV of ERISA;

            (v) Upon the request of the Administrative Agent, but no more
frequently than twice each calendar year, (A) true and complete copies of any
and all documents, government reports and IRS determination or opinion letters
or rulings for any Plan maintained or contributed to by any Consolidated Company
from the IRS, PBGC or DOL, received within the preceding 12 months, (B) any
reports filed with the IRS, PBGC or DOL with respect to a Plan maintained or
contributed to by the Consolidated Companies or any ERISA Affiliate thereof
filed within the preceding 12 months, or (C) a current statement of withdrawal
liability for each Multiemployer Plan contributed to by any Consolidated Company
or any ERISA Affiliate thereof;

                  (B) Promptly, and no later than give (5) Business Days after
any Executive Officer has notice of knowledge thereof, notice that (i) any
material contributions to any Foreign Plan have not been made by the required
due date for such contribution and such default cannot immediately be remedied,
(ii) any Foreign Plan is not funded to the extent required by the law of the
jurisdiction whose law governs such Foreign Plan based on the actuarial
assumptions reasonably used at any time, or (iii) a material change is
anticipated to any Foreign Plan that may have a Materially Adverse Effect.

      (i) Liens. Promptly, and no later than five (5) Business Days after any
Executive Officer of Borrower has notice or knowledge thereof, notice of the
filing of any federal statutory Lien, tax or other state or local government
Lien or any other Lien affecting their respective properties, other than those
Liens expressly permitted by Section 7.01;


                                       49
<PAGE>
      (j) Public Filings, Etc. Promptly upon the filing thereof or otherwise
becoming available, copies of all financial statements, annual, quarterly and
special reports, proxy statements and notices sent or made available generally
by Borrower to its public security holders, of all regular and periodic reports
and all registration statements and prospectuses, if any, filed by any of them
with any securities exchange, and of all press releases and other statements
made available generally to the public containing material developments in the
business or financial condition of Borrower and the other Consolidated
Companies;

      (k) New Material Subsidiaries. Within 30 days after the formation,
acquisition or existence of any new Material Subsidiary, or any other event
resulting in the creation of a new Material Subsidiary, or the domestication of
any Foreign Subsidiary, notice of the formation or acquisition of such
Subsidiary or such occurrence, including a description of the assets of such
entity, the activities in which it will be engaged, and such other information
as the Administrative Agent may request;

      (l) Default under Other Debt. Immediately upon its receipt thereof, copies
of any notice received by Borrower or any other Consolidated Company from the
holder(s) of Indebtedness of the Consolidated Companies (or from any trustee,
agent, attorney, or other party acting on behalf of such holder(s)) in an amount
which, in the aggregate, exceeds $5,000,000, where such notice states or claims
the existence or occurrence of any default or event of default with respect to
such Indebtedness under the terms of any indenture, loan or credit agreement,
debenture, note, or other document evidencing or governing such Indebtedness;

      (m) Complete Lien Search Results. As soon as available and in any event
within 30 days after the Closing Date, copies of all UCC, judgment and tax lien
search results for all of Borrower's and the Guarantors' locations in the United
States other than field offices at which is located tangible personal property
(having an aggregate value not in excess of $6,000,000);

      (n) Other Information. With reasonable promptness, any other information
as the Administrative Agent on behalf of any Lender may reasonably request from
time to time.

      SECTION 6.08. FINANCIAL COVENANTS.

      (a) Fixed Charge Coverage Ratio. Maintain as of the last day of each
fiscal quarter, a Fixed Charge Coverage Ratio, calculated for the fiscal quarter
then ended and the immediately preceding three fiscal quarters, equal to or
greater than 2.5 to 1.0.

      (b) Funded Debt to Consolidated EBITDA. Maintain as of the last day of
each fiscal quarter, a maximum ratio of Funded Debt to Consolidated EBITDA,
calculated for the fiscal quarter then ended and the immediately preceding three
fiscal quarters, of less than or equal to 3.0 to 1.0.

      SECTION 6.09. ADDITIONAL CREDIT PARTIES. If at any time a U.S. Subsidiary
that is not a Credit Party becomes a Material Subsidiary, Borrower shall cause
such subsidiary to execute and deliver to the Agents a supplement to each of the
Guaranty Agreements in the forms attached thereto, together with related
documents with respect to such new Subsidiary of the kind


                                       50
<PAGE>
described in Section 4.01(c), (v), (vi), (vii), (viii), (xi) and (xiv), all in
form and substance satisfactory to the Agents and the Required Lenders.

      SECTION 6.10. INTELLECTUAL PROPERTY. Preserve and maintain, and cause each
of its Subsidiaries to preserve and maintain, its rights, franchises, and
licenses, and its patents and copyrights (for the scheduled duration thereof),
trademarks, trade names, and service marks, necessary or desirable in the normal
conduct of its business, except where the failure to maintain such rights,
franchises, and licenses, patents, copyrights trademarks, trade names, and
service marks would reasonably be expected to have a Materially Adverse Effect

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

      So long as any Commitment remains in effect hereunder or any Obligation
shall remain unpaid, Borrower will not and will not permit any Subsidiary to
(unless waived in writing by the Required Lenders):

      SECTION 7.01. LIENS. Create, incur, assume or suffer to exist any Lien on
any of its property now owned or hereafter acquired to secure any Indebtedness
other than:

      (a) Liens existing on the Closing Date (i) securing an aggregate amount
not in excess of $7,500,000 and to be disclosed in the lien search report to be
delivered under Section 6.07(m), and (ii) Liens on property of ChoicePoint
Direct Inc. located in Peoria, Illinois securing an industrial development
revenue bond with an outstanding principal balance not exceeding $2,500,000;

      (b) Liens on any property securing Indebtedness incurred or assumed for
the purpose of financing all or any part of the acquisition cost of such
property and any refinancing thereof, provided that such Lien does not extend to
any other property and further provided that the amount of Indebtedness secured
by such Liens does not exceed $10,000,000 in aggregate principal amount at any
one time outstanding;

      (c) Liens for taxes not yet due and payable, and Liens for taxes which are
being contested in good faith by appropriate proceedings and with respect to
which adequate reserves are being maintained;

      (d) statutory Liens of landlords and Liens of carriers, warehousemen,
mechanics, materialmen and other Liens imposed by law created in the ordinary
course of business for amounts not yet due or which are being contested in good
faith by appropriate proceedings and with respect to which adequate reserves are
being maintained;

      (e) Liens incurred or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other types of
social security, or to secure the performance of tenders, statutory obligations,
surety and appeal bonds, bids, leases,


                                       51
<PAGE>
government contracts, performance and return-of-money bonds and other similar
obligations (exclusive of obligations for the payment of borrowed money);

      (f) zoning, easements and restrictions on the use of real property which
do not materially impair the use of such property;

      (g) Liens arising under ERISA;

      (h) rights in property reserved or vested in any governmental authority
which do not materially impair the use of such property;

      (i) Liens on assets of newly acquired Subsidiaries which were in existence
at the time of acquisition and not created in contemplation thereof;

      (j) Liens granted under the Lease Documents to the extent they secure
Indebtedness in an amount not exceeding the Lease Obligations;

      (k) Liens granted in favor of Borrower or any Guarantor securing
intercompany indebtedness owed by another Consolidated Company;

      (l) Sales of accounts receivables (or of undivided ownership interest
therein) in connection with the Asset Securitization; and

      (m) Liens (other than those permitted by paragraphs (a) through (l) of
this Section 7.01) securing Indebtedness in an aggregate principal amount
outstanding at any time not to exceed ten percent (10%) of the Consolidated Net
Worth of the Consolidated Companies as of the last day of the immediately
preceding fiscal quarter of Borrower.

      SECTION 7.02. GUARANTIES. Create, incur, assume, guarantee, suffer to
exist or otherwise become liable on or with respect to, directly or indirectly,
any Guaranties other than:

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

      (b) guarantees of Indebtedness owed by any Consolidated Company to another
Consolidated Company;

      (c) Guaranties of Indebtedness to the extent such Indebtedness is
permitted under Section 6.08(b).

      SECTION 7.03. MERGERS, CONSOLIDATIONS. Merge or consolidate with any other
Person, except that the foregoing restrictions shall not be applicable to:

      (a) mergers or consolidations of (x) any Subsidiary with any other
Subsidiary which is a Guarantor or (y) any Subsidiary with Borrower; or


                                       52
<PAGE>
      (b) mergers or consolidations in which any Person engaged in businesses in
which Borrower is engaged as of the Closing Date or substantially related
thereto merges or consolidates with Borrower or any of its Subsidiaries where
the surviving corporation is Borrower or such Subsidiary;

provided that before and after giving effect to any such merger or
consolidations and any Funded Debt incurred by Borrower or such Subsidiary in
connection with such merger or consolidation, (x) Borrower is and will be in
compliance with Section 6.08 hereof and if the consideration paid by Borrower or
such Subsidiary in connection with such merger or consolidation is greater than
$100,000,000, Borrower has delivered pro forma financial covenants calculations
demonstrating such compliance, in such detail and using such form of
presentation of historical and forecasted financial information as may be
satisfactory to the Agents with copies provided to each Lender (based on the
projected Fixed Charges or Funded Debt, as the case may be, for the immediately
succeeding four fiscal quarters (including Fixed Charges incurred as a result of
the incurrence of any such Funded Debt) and the historical Consolidated EBIT
(including the Consolidated EBIT of such Person)); (y) no other Default or Event
of Default exists hereunder; and (z) if the surviving Person is a Material
Subsidiary, it promptly complies with Section 6.09 hereof, if applicable.

      SECTION 7.04. ASSET SALES. Sell, lease or otherwise dispose of its
accounts, property, stock of its Subsidiaries or other assets; provided,
however, that the foregoing restrictions on Asset Sales shall not be applicable
to:

      (a) sales, leases, transfers or dispositions of assets of any Consolidated
Company to Borrower or any Guarantor;

      (b) sales of inventory in the ordinary course of business and unneeded,
worn out or obsolete equipment;

      (c) sales of accounts receivable (or of undivided ownership interests
therein) pursuant to the Asset Securitization;

      (d) Asset Sales comprised of assets of any Consolidated Company where, on
the date of execution of a binding obligation to make such Asset Sale, the
assets which are the subject of the proposed Asset Sale, together with all other
such Asset Sales of the Consolidated Companies during the current fiscal year of
Borrower, did not generate ten percent (10%) or more of Consolidated EBITDA for
the immediately preceding fiscal year of Borrower;

provided that notwithstanding the foregoing, no transaction pursuant to clauses
(c) or (d) above shall be permitted if any Default or Event of Default exists at
the time of such transaction or would exist as a result of such transaction.

      SECTION 7.05 INVESTMENTS, LOANS, ETC. Make, permit or hold any Investments
other than:

                                       53
<PAGE>
      (a) Investments in the stock of Subsidiaries of Borrower and Receivables
Subsidiaries of Borrower existing as of the Closing Date or existing as
Subsidiaries of Borrower immediately prior to the making of such Investment, and
Investments in the form of loans and advances by Borrower to any Guarantor;

      (b) Investments in the stock or other assets of any other Person that is
engaged in a business permitted by Section 7.10 hereof; provided, that after
giving effect to such Investment and any Funded Debt incurred by Borrower or
such Subsidiary in connection with making such Investment, (x) Borrower is and
will be in compliance with Section 6.08 hereof and if the Investment is greater
than $100,000,000, Borrower has delivered pro forma financial covenants
calculations demonstrating such compliance, in such detail and using such form
of presentation of historical and forecasted financial information as may be
satisfactory to the Agents; (y) no other Default or Event of Default exists
hereunder (based on the projected Fixed Charges or Funded Debt, as the case may
be, for the immediately succeeding four fiscal quarters (including Fixed Charges
incurred a result of the incurrence of any such Funded Debt) and the historical
Consolidated EBIT (including the Consolidated EBIT of such Person)); and (z) as
a result of such Investment, such Person becomes a Subsidiary of Borrower, and
promptly complies with Section 6.09 if it becomes a Material Subsidiary of
Borrower;

      (c) marketable direct obligations of the United States or any agency
thereof, or obligations guaranteed by the United States or any agency thereof,
in each case supported by the full faith and credit of the United States and
maturing within one year from the date of creation thereof;

      (d) Investments received in settlement of Indebtedness created in the
ordinary course of business, and the endorsement of negotiable instruments in
the ordinary course of business;

      (e) commercial paper issued by corporations, each of which has a
consolidated net worth of not less than $500,000,000, and conducts a substantial
portion of its business in the United States of America, maturing no more than
365 days from the date of acquisition thereof and having as at any date of
determination a rating of P-1, P-2 or P-3 from Standard & Poor's or a rating of
A-1, A-2 or A-3 from Moody's;

      (f) money market or similar depository accounts, certificates of deposit
or bankers acceptances, in each case redeemable upon demand or maturing within
one year from the date of acquisition thereof, issued by commercial banks
incorporated under the laws of the United States of America or any state thereof
or the District of Columbia, provided (x) each such bank has at any date of
determination combined capital and surplus of not less than $1,000,000,000 and a
rating of its long-term debt of at least A by Standard & Poor's or at least A by
Moody's or a long-term deposit rating of at least A issued by Standard & Poor's
or at least A issued by Moody's, (y) the aggregate amount of all such
certificates of deposit issued by such bank are fully insured at all times by
the Federal Deposit Insurance Company;

      (g) advances and loans to officers and employees of the Consolidated
Companies made in the ordinary course of business, including without limitation,
loans to executives for the


                                       54
<PAGE>
purchase of stock of Borrower pursuant to a program established by the Board of
Directors or a committee thereof from time to time in an amount not to exceed
$15,000,000;

      (h) Investments in joint ventures in an aggregate amount during any fiscal
year of Borrower not to exceed an amount equal to ten percent (10%) of
Borrower's Consolidated Net Worth as of the end of the immediately preceding
fiscal year of Borrower; and

      (i) Investments (other than those permitted by paragraphs (a) through (h)
above) in an aggregate amount during any fiscal year of Borrower not to exceed
an amount equal to five (5%) percent of Borrower's Consolidated Net Worth as of
the end of the immediately preceding fiscal year of Borrower.

      SECTION 7.06 SALE AND LEASEBACK TRANSACTIONS. Sell or transfer any
property, real or personal, whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property which any Consolidated
Company intends to use for substantially the same purpose or purposes as the
property being sold or transferred.

      SECTION 7.07. TRANSACTIONS WITH AFFILIATES. Enter into any transaction or
series of related transactions, whether or not in the ordinary course of
business (excluding the Asset Securitization), with any Affiliate of any
Consolidated Company (but excluding any Affiliate which is also a Subsidiary
that is directly or indirectly wholly owned by the Credit Parties), other than
on terms and conditions substantially as favorable to such Consolidated Company
as would be obtained by such Consolidated Company at the time in a comparable
arm's-length transaction with a Person other than an Affiliate; and

      SECTION 7.08. ERISA.

      (a) Take or fail to take any action with respect to any Plan maintained or
contributed to by any Consolidated Company or, with respect to its ERISA
Affiliates, any Plans which are subject to Title IV of ERISA or to continuation
health care requirements for group health plans under Section 4980B of the Tax
Code, including without limitation (i) establishing any such Plan, (ii) amending
any such Plan (except where required to comply with applicable law), (iii)
terminating or withdrawing from any such Plan, or (iv) incurring an amount of
unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA, or any
withdrawal liability under Title IV of ERISA with respect to any such Plan, or
any unfunded liabilities under any Foreign Plan, without first obtaining the
written approval of the Required Lenders, where such actions or failures could
result in a Material Adverse Effect; or

      (b) Permit a Plan or Foreign Plan maintained by a Consolidated Company or
a Plan subject to Title IV of ERISA of any of its ERISA Affiliates:

            (i) to fail to be funded in accordance with the minimum funding
standard required by applicable law, the terms of such Plan or Foreign Plan,
Section 412 of the Tax Code or Section 302 of ERISA for any plan year or a
waiver of such standard is sought or granted with respect to such Plan or
Foreign Plan under applicable law, the terms of such Plan or Foreign Plan or
Section 412 of the Tax Code or Section 303 of ERISA; or


                                       55
<PAGE>
            (ii) to be terminated or the subject of termination proceedings
under applicable law or the terms of such Plan or Foreign Plan; or

            (iii) to require a Consolidated Company to provide security under
applicable law, the terms of such Plan or Foreign Plan, Section 401 or 412 of
the Tax Code or Section 306 or 307 of ERISA; or

            (iv) to result for any reason, in a liability (including without
limitation, withdrawal liability) to a Consolidated Company under applicable
law, the terms of such Plan or Foreign Plan, or Title IV of ERISA;

if the result from any such failure, waiver, termination or other event a
liability to the PBGC (or any similar Person with respect to any Foreign Plan),
a Plan or any other Person that would have a Materially Adverse Effect.

      SECTION 7.09. ADDITIONAL NEGATIVE PLEDGES. Create or otherwise cause or
suffer to exist or become effective, directly or indirectly, any prohibition or
restriction on the creation or existence of any Lien upon any asset of any
Consolidated Company, other than the prohibitions and restrictions contained in
this Agreement, unless such asset is subject to a Permitted Lien and such
prohibition or restriction is limited to such asset.

      SECTION 7.10. CHANGES IN BUSINESS. Enter into any business which is
substantially different from that presently conducted by the Consolidated
Companies as of the Closing Date, which includes providing risk management and
fraud prevention information and related technology solutions to the property
and casualty insurance industry, life and health insurance industry and other
industries, (including, without limitation, (1) providing automated and
traditional underwriting and claim information services to assist U.S. insurance
companies in assessing the insurability of individuals and property and the
validity of insurance claims, (2) providing background investigations, (3)
performing paramedical exams, (4) furnishing access to motor vehicles reports,
(5) maintaining a database of claims histories, (6) providing claim verification
and investigative services to both the property and casualty and the life and
health insurance markets, (7) providing pre-employment background
investigations, pre-employment and regulatory compliance drug testing services
and public record information to other corporate and government organizations)
and (8) DNA and other forensic testing services, unless such business is a
strategic extension of the business of the Consolidated Companies as of the
Closing Date.

      SECTION 7.11. LIMITATION ON PAYMENT RESTRICTIONS AFFECTING CONSOLIDATED
COMPANIES. Create or otherwise cause or suffer to exist or become effective, any
consensual encumbrance or restriction on the ability of any Consolidated Company
to (i) pay dividends or make any other distributions to Borrower or any other
Subsidiary on such Consolidated Company's stock, or (ii) pay any indebtedness
owed to Borrower or any other Consolidated Company, or (iii) transfer any of its
property or assets to Borrower or any other Consolidated Company, except any
consensual encumbrance or restriction existing under the Credit Documents.


                                       56
<PAGE>
      SECTION 7.12. ACTIONS UNDER CERTAIN DOCUMENTS. Without the prior written
consent of the Agents and the Required Lenders, modify, amend or supplement (a)
the Lease Documents to (i) increase by more than $5,000,000 in the aggregate the
maximum amount of the Indebtedness thereunder or the lease payments required
thereunder, (ii) increase the interest rate thereunder, (iii) modify any
requirement of prepayment or repayment thereunder which would shorten the final
maturity or average life of the Indebtedness or lease obligations outstanding
thereunder or make the requirement of prepayment more onerous, or (iv) make any
covenant or event of default contained therein more restrictive as to Borrower
and its Subsidiaries than the provisions of this Agreement or (b) the Asset
Securitization Agreements to (i) increase the program limit amount in excess of
$175,000,00, (ii) modify any requirement of prepayment or repayment thereunder
which would shorten the final maturity or average life of the Indebtedness
outstanding thereunder or make the requirement of prepayment more onerous, or
(iii) make any covenant or event of default contained therein more restrictive
as to Borrower and Subsidiaries than the provisions of this Agreement.

      SECTION 7.13. AMENDMENTS; PAYMENTS AND PREPAYMENTS OF SUBORDINATED DEBT.
Amend or modify (or permit the modification or amendment of) any of the terms or
provisions of any subordinated debt of any Credit Party, or cancel or forgive,
make any voluntary or optional payment or prepayment on, or redeem or acquire
for value (including, without limitation, by way of depositing with any trustee
with respect thereto money or securities before due for the purpose of paying
when due) any subordinated debt of any Credit Party.

      SECTION 7.14. CHANGES IN FISCAL YEAR. Change the calculation of the fiscal
year of Borrower.

                                  ARTICLE VIII.
                                EVENTS OF DEFAULT

      Upon the occurrence and during the continuance of any of the following
specified events (each an "Event of Default"):

      SECTION 8.01. PAYMENTS. Borrower shall fail to make promptly when due
(including, without limitation, by mandatory prepayment) any principal payment
with respect to the Loans or Reimbursement Obligation, or Borrower shall fail to
make within five (5) Business Days after the due date thereof any payment of
interest, fee or other amount payable hereunder or any of the Obligations;

      SECTION 8.02. COVENANTS WITHOUT NOTICE. Borrower shall fail to observe or
perform any covenant or agreement (i) contained in Section 7.08 and, if capable
of being remedied, such failure shall remain unremedied for fifteen (15) days
after the earlier of (A) an Executive Officer's obtaining knowledge thereof, or
(B) written notice thereof shall have been given to Borrower by any Agent or any
Lender, (ii) contained in Section 7.05 and, if capable of being remedied, such
failure shall remain unremedied for ten (10) days after the earlier of (A) an
Executive Officer's obtaining knowledge thereof, or (B) written notice thereof
shall have been


                                       57
<PAGE>
given to Borrower by any Agent or any Lender, or (iii) contained in Section
2.01(b), Section 6.01, Section 6.05, Section 6.07(a), (b), (c) or (e), Section
6.08, or Section 7.03.

      SECTION 8.03. OTHER COVENANTS. Borrower shall fail to observe or perform
any covenant or agreement contained in this Agreement, other than those referred
to in Sections 8.01 and 8.02, and, if capable of being remedied, such failure
shall remain unremedied for thirty (30) days after the earlier of (i) an
Executive Officer of Borrower's obtaining knowledge thereof, or (ii) written
notice thereof shall have been given to Borrower by any Agent or any Lender;

      SECTION 8.04. REPRESENTATIONS. Any representation or warranty made or
deemed to be made by Borrower or any other Credit Party or by any of its
officers under this Agreement or any other Credit Document (including the
Schedules attached thereto), or any certificate or other document submitted to
the Agents or the Lenders by any such Person pursuant to the terms of this
Agreement or any other Credit Document, shall be incorrect in any material
respect when made or deemed to be made or submitted;

      SECTION 8.05. NON-PAYMENTS OF OTHER INDEBTEDNESS. Any Consolidated Company
shall fail to make when due (whether at stated maturity, by acceleration, on
demand or otherwise, and after giving effect to any applicable grace period) any
payment of principal of or interest on any Indebtedness (other than the
Obligations) exceeding $5,000,000 in the aggregate;

      SECTION 8.06. DEFAULTS UNDER OTHER AGREEMENTS. Any Consolidated Company
shall fail to observe or perform within any applicable grace period any
covenants or agreements contained in any agreements or instruments relating to
any of its Indebtedness exceeding $5,000,000 in the aggregate, or any other
event shall occur if the effect of such failure or other event is to accelerate,
or to permit the holder of such Indebtedness or any other Person to accelerate,
the maturity of such Indebtedness; or any such Indebtedness shall be required to
be prepaid (other than by a regularly scheduled required prepayment) in whole or
in part prior to its stated maturity;

      SECTION 8.07. BANKRUPTCY. Borrower or any other Consolidated Company shall
commence a voluntary case concerning itself under the Bankruptcy Code or
applicable foreign bankruptcy laws; or an involuntary case for bankruptcy is
commenced against any Consolidated Company and the petition is not controverted
within 10 days, or is not dismissed within 60 days, after commencement of the
case; or a custodian (as defined in the Bankruptcy Code) or similar official
under applicable foreign bankruptcy laws is appointed for, or takes charge of,
all or any substantial part of the property of any Consolidated Company; or any
Consolidated Company commences proceedings of its own bankruptcy or to be
granted a suspension of payments or any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction, whether now or
hereafter in effect, relating to any Consolidated Company or there is commenced
against any Consolidated Company any such proceeding which remains undismissed
for a period of 60 days; or any Consolidated Company is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or any Consolidated Company suffers any appointment of
any custodian or the like for it or any substantial part of its property to
continue undischarged or unstayed for a period of 60 days; or any Consolidated
Company makes a general


                                       58
<PAGE>
assignment for the benefit of creditors; or any Consolidated Company shall fail
to pay, or shall state that it is unable to pay, or shall be unable to pay, its
debts generally as they become due; or any Consolidated Company shall call a
meeting of its creditors with a view to arranging a composition or adjustment of
its debts; or any Consolidated Company shall by any act or failure to act
indicate its consent to, approval of or acquiescence in any of the foregoing; or
any corporate action is taken by any Consolidated Company for the purpose of
effecting any of the foregoing;

      SECTION 8.08. MONEY JUDGMENT. A judgment or order for the payment of money
in excess of $5,000,000 not covered by insurance or otherwise having a
Materially Adverse Effect shall be rendered against Borrower or any other
Consolidated Company and such judgment or order shall continue unsatisfied and
in effect for a period of 60 days during which execution shall not be
effectively stayed or deferred (whether by action of a court, by agreement or
otherwise);

      SECTION 8.09. CHANGE IN CONTROL OF BORROWER. (i) Any "person" or "group"
(within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) other
than employees of Borrower (either directly or through a retirement or employee
benefit plan), shall become the "beneficial owner(s)" (as defined in said Rule
13d-3) of more than twenty-five percent (25%) of the shares of the outstanding
common stock of Borrower entitled to vote for members of Borrower's board of
directors, or (ii) any event or condition shall occur or exist which, pursuant
to the terms of any Change in Control Provision, requires or permits the
holder(s) of Indebtedness of any Consolidated Company to require that such
Indebtedness be redeemed, repurchased, defeased, prepaid or repaid, in whole or
in part, or the maturity of such Indebtedness to be accelerated in any respect.

      SECTION 8.10. DEFAULT UNDER OTHER CREDIT DOCUMENTS. There shall exist or
occur any "Event of Default" as provided under the terms of any other Credit
Document, or any Credit Document ceases to be in full force and effect or the
validity or enforceability thereof is disaffirmed by or on behalf of Borrower or
any other Credit Party, or at any time it is or becomes unlawful for Borrower or
any other Credit Party to perform or comply with its obligations under any
Credit Document, or the obligations of Borrower or any other Credit Party under
any Credit Document are not or cease to be legal, valid and binding on Borrower
or any such Credit Party; or

      SECTION 8.11. ATTACHMENTS. An attachment or similar action shall be made
on or taken against any of the assets of any Consolidated Company with an
aggregate value (based upon the greater of the book value of such assets as
established in accordance with GAAP or the fair market value of such assets as
determined in good faith by such Consolidated Company) exceeding $5,000,000 in
aggregate and is not removed, suspended or enjoined within 60 days of the same
being made or any suspension or injunction being lifted

      SECTION 8.12. REMEDIES.

      (a) Upon the occurrence of an Event of Default, and at any time thereafter
if any Event of Default shall then be continuing, the Administrative Agent may,
with the consent of the Required Lenders, and upon the written (including
telecopied) request of the Required Lenders,


                                       59
<PAGE>
shall, by written notice to Borrower, take any or all of the following actions,
without prejudice to the rights of either Agent, any Lender or the holder of any
Note to enforce its claims against Borrower or any other Credit Party: (i)
declare all Commitments terminated, whereupon the pro rata Commitments of each
Lender shall terminate immediately and any commitment fee shall forthwith become
due and payable without any other notice of any kind; and (ii) declare the
principal of and any accrued interest on the Loans, the Reimbursement
Obligations, and all other Obligations owing under this Agreement and the Credit
Documents (including, without limitation, all Letter of Credit Obligations,
whether or not the beneficiaries of the then outstanding Letters of Credit shall
have presented or shall be entitled to present the documents thereunder), to be,
whereupon the same shall become, forthwith due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived,
anything in this Agreement or the Credit Documents to the contrary; and (iii)
exercise any and all rights or remedies available under this Agreement, the
Credit Documents or at law or in equity; provided, that, if an Event of Default
specified in Section 8.07 shall occur, the result which would occur upon the
giving of written notice by the Administrative Agent to any Credit Party, as
specified in clauses (i) and (ii) above, shall occur automatically without the
giving of any such notice.

      (b) With respect to all Letters of Credit to which presentment for honor
shall not have occurred at the time of an acceleration pursuant to this Section
8.12, Borrower shall at such time deposit in a cash collateral account opened by
the Administrative Agent an amount equal to the aggregate then undrawn and
unexpired amount of such Letters of Credit, and the unused portion thereof after
all such letters of credit shall have expired or been fully drawn upon, if any,
shall be applied to repay the Obligations on a pro rata basis. After all such
Letters of Credit shall have expired or been fully drawn upon, the Reimbursement
Obligation shall have been satisfied and all other Obligations shall have been
paid in full, the balance, if any, in such cash collateral account shall be
returned to Borrower.

      SECTION 8.13. CREDITING OF PAYMENTS AND PROCEEDS. In the event that
Borrower shall fail to pay any of the Obligations when due and the Obligations
have been accelerated pursuant to Section 8.12, all payments received by the
Lenders upon the Notes and the other Obligations and all net proceeds from the
enforcement of the Obligations shall be applied: (a) first to all expenses then
due and payable by Borrower hereunder and under the other Credit Documents, (b)
then to all indemnity obligations then due and payable by Borrower hereunder and
under the other Credit Documents, (c) then to all Agent's and Issuing Lender's
fees then due and payable, (d) then to all commitment and other fees and
commissions then due and payable, (e) then to accrued and unpaid interest on the
Swing Line Note to the Swing Line Lender, (f) then to the principal amount
outstanding under the Swing Line Note to the Swing Line Lender, (g) then to
accrued and unpaid interest on the Syndicated Notes and accrued and unpaid
interest on the Reimbursement Obligation (pro rata in accordance with all such
amounts due), (h) then to the principal amount of the Syndicated Notes and
Reimbursement Obligation (pro rata in accordance with all such amounts due), (i)
then to the cash collateral account described in Section 8.12(b) to the extent
of any L/C Obligations then outstanding and (j) then to any obligations of
Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any
Lender, in that order.


                                       60
<PAGE>
                                   ARTICLE IX.
               THE ADMINISTRATIVE AGENT AND THE SYNDICATION AGENT

      SECTION 9.01. APPOINTMENT OF ADMINISTRATIVE AGENT. Each Lender hereby
designates SunTrust as Administrative Agent to administer all matters concerning
the Loans and to act as herein specified. Each Lender hereby irrevocably
authorizes, and each holder of any Note by the acceptance of a Note shall be
deemed irrevocably to authorize, the Administrative Agent to take such actions
on its behalf under the provisions of this Agreement, the other Credit
Documents, and all other instruments and agreements referred to herein or
therein, and to exercise such powers and to perform such duties hereunder and
thereunder as are specifically delegated to or required of the Administrative
Agent by the terms hereof and thereof and such other powers as are reasonably
incidental thereto. The Administrative Agent may perform any of its duties
hereunder by or through its agents or employees.

      SECTION 9.02. APPOINTMENT OF SYNDICATION AGENT. Each Lender hereby
designates Wachovia as Syndication Agent and acknowledges that it shall have no
duties under this Agreement or any other Credit Document whatsoever except as
explicitly set forth herein. Each Lender hereby irrevocably authorizes, and each
holder of any Note by the acceptance of a Note shall be deemed irrevocably to
authorize, the Syndication Agent to take such actions on its behalf under the
provisions of this Agreement, the other Credit Documents, and all other
instruments and agreements referred to herein or therein, and to exercise such
powers and to perform such duties hereunder and thereunder as are specifically
delegated to or required of the Syndication Agent by the terms hereof and
thereof and such other powers as are reasonably incidental thereto. The
Syndication Agent may perform any of its duties hereunder by or through its
agents or employees.

      SECTION 9.03. NATURE OF DUTIES OF AGENTS. The Agents shall have no duties
or responsibilities except those expressly set forth in this Agreement and the
other Credit Documents. Neither the Agents nor any of their respective officers,
directors, employees or agents shall be liable for any action taken or omitted
by it as such hereunder or in connection herewith, unless caused by its or their
gross negligence or willful misconduct. The duties of the Agents shall be
ministerial and administrative in nature; the Agents shall not have by reason of
this Agreement a fiduciary relationship in respect of any Lender; and nothing in
this Agreement, express or implied, is intended to or shall be so construed as
to impose upon any Agent any obligations in respect of this Agreement or the
other Credit Documents except as expressly set forth herein.

      SECTION 9.04. LACK OF RELIANCE ON THE AGENTS.

      (a) Independently and without reliance upon either Agent, each Lender, to
the extent it deems appropriate, has made and shall continue to make (i) its own
independent investigation of the financial condition and affairs of the Credit
Parties in connection with the taking or not taking of any action in connection
herewith, and (ii) its own appraisal of the creditworthiness of the Credit
Parties, and, except as expressly provided in this Agreement, neither Agent
shall have any duty or responsibility, either initially or on a continuing
basis, to provide any Lender with


                                       61
<PAGE>
any credit or other information with respect thereto, whether coming into its
possession before the making of the Loans or participating in Letters of Credit,
or at any time or times thereafter.

      (b) Neither Agent shall be responsible to any Lender for any recitals,
statements, information, representations or warranties herein or in any
document, certificate or other writing delivered in connection herewith or for
the execution, effectiveness, genuineness, validity, enforceability,
collectibility, priority or sufficiency of this Agreement, the Notes, the
Guaranty Agreements, the Letters of Credit or any other documents contemplated
hereby or thereby, or the financial condition of the Credit Parties, or be
required to make any inquiry concerning either the performance or observance of
any of the terms, provisions or conditions of this Agreement, the Notes, the
Guaranty Agreements, the Letters of Credit or the other documents contemplated
hereby or thereby, or the financial condition of the Credit Parties, or the
existence or possible existence of any Default or Event of Default.

      SECTION 9.05. CERTAIN RIGHTS OF THE AGENTS. If either Agent shall request
instructions from the Required Lenders with respect to any action or actions
(including the failure to act) in connection with this Agreement, such Agent
shall be entitled to refrain from such act or taking such act, unless and until
such Agent shall have received instructions from the Required Lenders; and such
Agent shall not incur liability in any Person by reason of so refraining.
Without limiting the foregoing, no Lender shall have any right of action
whatsoever against either Agent as a result of such Agent's acting or refraining
from acting hereunder in accordance with the instructions of the Required
Lenders.

      SECTION 9.06. RELIANCE BY THE AGENTS. The Agents shall be entitled to
rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, statement, certificate or telecopier message, order or other
documentary, teletransmission or telephone message believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person. The
Agents may consult with legal counsel (including counsel for any Credit Party),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts.

      SECTION 9.07. INDEMNIFICATION OF THE AGENTS. To the extent either Agent is
not reimbursed and indemnified by the Credit Parties, each Lender will reimburse
and indemnify such Agent, ratably according to the respective amounts of the
Loans outstanding under all Facilities (or if no amounts are outstanding,
ratably in accordance with the aggregate Commitments), in either case, for and
against any and all liabilities, taxes, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including counsel fees and
disbursements) or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against such Agent in performing its duties
hereunder, in any way relating to or arising out of this Agreement or the other
Credit Documents; provided that no Lender shall be liable to either Agent for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from such
Agent's gross negligence or willful misconduct.


                                       62
<PAGE>
      SECTION 9.08. THE AGENTS IN THEIR INDIVIDUAL CAPACITIES. With respect to
its obligation to lend under this Agreement, the Loans made by it, the Letters
of Credit issued by it, and the Notes issued to it, each Agent shall have the
same rights and powers hereunder as any other Lender or holder of a Note and may
exercise the same as though it were not performing the duties specified herein;
and the terms "Lenders", "Required Lenders", "holders of Notes", or any similar
terms shall, unless the context clearly otherwise indicates, include each Agent
in its individual capacity. Each Agent may accept deposits from, lend money to,
and generally engage in any kind of banking, trust, financial advisory or other
business with the Consolidated Companies or any affiliate of the Consolidated
Companies as if it were not performing the duties specified herein, and may
accept fees and other consideration from the Consolidated Companies for services
in connection with this Agreement and otherwise without having to account for
the same to the Lenders.

      SECTION 9.09. HOLDERS OF NOTES. The Agents may deem and treat the payee of
any Note as the owner thereof for all purposes hereof unless and until a written
notice of the assignment or transfer thereof shall have been filed with the
Administrative Agent. Any request, authority or consent of any Person who, at
the time of making such request or giving such authority or consent, is the
holder of any Note shall be conclusive and binding on any subsequent holder,
transferee or assignee of such Note or of any Note or Notes issued in exchange
therefor.

      SECTION 9.10. SUCCESSOR AGENTS.

      (a) Each Agent may resign at any time by giving written notice thereof to
the Lenders and Borrower and may be removed at any time with or without cause by
the Required Lenders; provided, however, neither Agent may resign or be removed
until a successor Administrative Agent or Syndication Agent, as the case may be,
has been appointed and shall have accepted such appointment. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Administrative Agent or Syndication Agent, as the case may be, with
the consent of Borrower so long as no Default or Event of Default has occurred
and is continuing, which consent shall not be unreasonably withheld or delayed.
If no successor Administrative Agent or Syndication Agent, as the case may be
shall have been so appointed by the Required Lenders with the consent of
Borrower, and shall have accepted such appointment, within 30 days after the
retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent or Syndication Agent, as the
case may be, which shall be a bank which maintains an office in the United
States, or a commercial bank organized under the laws of the United States of
America or any State thereof, or any Affiliate of such bank, having a combined
capital and surplus of at least $100,000,000.

      (b) Upon the acceptance of any appointment as the Administrative Agent or
the Syndication Agent, as the case may be, hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations under this Agreement.
After any retiring Agent's resignation or removal hereunder as Administrative
Agent or Syndication Agent, as the case may be, the provisions of this Article
IX


                                       63
<PAGE>
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was an Agent under this Agreement.

      SECTION 9.11. DOCUMENTATION AGENTS. The Documentation Agents, in their
capacity as such, shall have no duties or responsibilities under this Agreement
or any other Credit Document.

                                   ARTICLE X.
                                  MISCELLANEOUS

      SECTION 10.01. NOTICES.

      (a) Method of Communication. Except as otherwise provided in this
Agreement, all notices and communications hereunder shall be in writing (for
purposes hereof, the term "writing" shall include information in electronic
format such as electronic mail and internet web pages), or by telephone
subsequently confirmed in writing. Any notice shall be effective if delivered by
hand delivery or sent via electronic mail, posting on an internet web page,
telecopy, recognized overnight courier service or certified mail, return receipt
requested, and shall be presumed to be received by a party hereto (i) on the
date of delivery if delivered by hand or sent by electronic mail, posting on an
internet web page (provided the recipients of such notice have been made
specifically aware of the posting of such notice), telecopy, (ii) on the next
Business Day if sent by recognized overnight courier service and (iii) on the
third Business Day following the date sent by certified mail, return receipt
requested. A telephonic notice to the Administrative Agent as understood by the
Administrative Agent will be deemed to be the controlling and proper notice in
the event of a discrepancy with or failure to receive a confirming written
notice.

      (b) Addresses for Notices. Notices to any party shall be sent to it at the
following addresses, or any other address as to which all the other parties are
notified in writing.

<TABLE>
<S>                                         <C>
         If to Borrower:                    1000 Alderman Drive
                                            Alpharetta, Georgia 30005
                                            Attn:  Mr. David E. Trine
                                            Telephone No.: (770) 752-4060
                                            Telecopy No.: (770) 752-6223

         If to SunTrust as                  SunTrust Bank
          Administrative Agent:             P.O. Box 4418
                                            Mail Code 3916
                                            Atlanta, Georgia 30303
                                            Attn:  Agency Services
                                            Telephone No.: (404) 724-3751
                                            Telecopy No.:(404) 658-4906
</TABLE>


                                       64
<PAGE>
<TABLE>
<S>                                         <C>
         If to Wachovia as                  Wachovia Bank, National Association
          Syndication Agent:                Charlotte Plaza, CP-8
                                            201 South College Street
                                            Charlotte, North Carolina 28288-0680
                                            Attention:  Syndication Agency Services
                                            Telephone No.:  (704) 374-2698
                                            Telecopy No.:  (704) 383-0288

                                            Wachovia Bank, National Association
                                            Mail Code GA 8050
                                            191 Peachtree St NE
                                            Atlanta, GA 30303
                                            Attention:  Daniel Evans, Managing Director
                                            Telephone No.: (404) 332-4475
                                            Telecopy No.: (404) 332-4058

         If to any Lender:                  To the address set forth on Schedule 1 hereto
</TABLE>

      (c) Administrative Agent's Office. The Administrative Agent hereby
designates its office located at the address set forth above, or any subsequent
office which shall have been specified for such purpose by written notice to
Borrower and Lenders, as the Administrative Agent's Office referred to herein,
to which payments due are to be made and at which Loans will be disbursed and
Letters of Credit issued.

      SECTION 10.02. AMENDMENTS, ETC. No amendment or waiver of any provision of
this Agreement or the other Credit Documents, nor consent to any departure by
any Credit Party therefrom, shall in any event be effective unless the same
shall be in writing and signed by Borrower and the Required Lenders, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided that no amendment, waiver or
consent shall, unless in writing and signed by Borrower and all the Lenders do
any of the following: (i) waive any of the conditions specified in Section 4.01
or 4.02, (ii) increase the Commitments or other contractual obligations to
Borrower under this Agreement, (iii) reduce the principal of, or interest on,
the Notes or Letters of Credit or any fees hereunder, (iv) postpone any date
fixed for the payment in respect of principal of, or interest on, the Notes or
Letters of Credit or any fees hereunder, (v) change the percentage of the
Syndicated Loan Commitments or of the aggregate unpaid principal amount of the
Notes or Letters of Credit, or the number or identity of Lenders which shall be
required for the Lenders or any of them to take any action hereunder, (vi)
permit any subordination of the principal or interest on any Loan or
Reimbursement Obligations, (vii) permit any assignment of any of the rights and
obligations of Borrower hereunder (other than as specifically permitted or
contemplated by this Agreement), (viii) release Borrower from any of the
Obligations, (ix) agree to release any Guarantor from its obligations under any
Guaranty Agreement (except as permitted by this Agreement), (x) modify the
definition of "Required Lenders," or (xi) modify this Section 10.02. In
addition, no amendment, waiver or consent to the provisions of Article IIA shall
be made without the prior written consent of the Issuing Lender. Notwithstanding
the foregoing, no amendment, waiver or consent shall, unless in writing and
signed by Borrower and the Agents in addition to the


                                       65
<PAGE>
Lenders required hereinabove to take such action, affect the rights or duties of
the Agents under this Agreement or under any other Credit Document.

      SECTION 10.03. NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the
part of the Agents, any Lender or any holder of a Note in exercising any right
or remedy hereunder or under any other Credit Document, and no course of dealing
between any Credit Party and the Agents, any Lender or the holder of any Note
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right or remedy hereunder or under any other Credit Document preclude any
other or further exercise thereof or the exercise of any other right or remedy
hereunder or thereunder. The rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which the Agents, any
Lender or the holder of any Note would otherwise have. No notice to or demand on
any Credit Party not required hereunder or under any other Credit Document in
any case shall entitle any Credit Party to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of the
Agents, the Lenders or the holder of any Note to any other or further action in
any circumstances without notice or demand.

      SECTION 10.04. PAYMENT OF EXPENSES, ETC. Borrower shall:

            (i) whether or not the transactions hereby contemplated are
consummated, pay all reasonable, out-of-pocket costs and expenses of both Agents
in the administration (both before and after the execution hereof and including
reasonable expenses actually incurred relating to advice of counsel as to the
rights and duties of the Agents and the Lenders with respect thereto) of, and in
connection with the preparation, execution and delivery of, preservation of
rights under, enforcement of, and, after a Default or Event of Default,
refinancing, renegotiation or restructuring of, this Agreement and the other
Credit Documents and the documents and instruments referred to therein, and any
amendment, waiver or consent relating thereto (including, without limitation,
the reasonable fees actually incurred and disbursements of counsel for the
Agents), and in the case of enforcement of this Agreement or any Credit Document
after an Event of Default, all such reasonable, out-of-pocket costs and expenses
(including, without limitation, the reasonable fees actually incurred and
disbursements of counsel), for both Agents and the Lenders;

            (ii) subject, in the case of certain Taxes, to the applicable
provisions of Section 3.06(b), pay and hold each of the Agents and the Lenders
harmless from and against any and all present and future stamp, documentary, and
other similar Taxes with respect to this Agreement, the Notes, Letters of Credit
and any other Credit Documents including any collateral described therein, or
any payments due thereunder, and save each of the Lenders harmless from and
against any and all liabilities with respect to or resulting from any delay or
omission to pay such Taxes; and

            (iii) indemnify the Agents and each Lender, and their respective
officers, directors, employees, representatives and agents from, and hold each
of them harmless against, any and all costs, losses, liabilities, claims,
damages or expenses incurred by any of them (whether or not any of them is
designated a party thereto) (an "Indemnitee") arising out of or by reason of any
investigation, litigation or other proceeding related to any actual or proposed
use of


                                       66
<PAGE>
the proceeds of any of the Loans or Letters of Credit or any Credit Party's
entering into and performing the Agreement, the Notes, or the other Credit
Documents, including, without limitation, the reasonable fees actually incurred
and disbursements of counsel (including foreign counsel) incurred in connection
with any such investigation, litigation or other proceeding; provided, however,
Borrower shall not be obligated to indemnify any Indemnitee for any of the
foregoing arising out of such Indemnitee's gross negligence or willful
misconduct;

            (iv) without limiting the indemnities set forth above, indemnify
each Indemnitee for any and all expenses and costs (including without
limitation, remedial, removal, response, abatement, cleanup, investigative,
closure and monitoring costs), losses, claims (including claims for contribution
or indemnity and including the cost of investigating or defending any claim and
whether or not such claim is ultimately defeated, and whether such claim arose
before, during or after any Credit Party's ownership, operation, possession or
control of its business, property or facilities or before, on or after the date
hereof, and including also any amounts paid incidental to any compromise or
settlement by the Indemnitee or Indemnitees to the holders of any such claim),
lawsuits, liabilities, obligations, actions, judgments, suits, disbursements,
encumbrances, liens, damages (including without limitation damages for
contamination or destruction of natural resources), penalties and fines of any
kind or nature whatsoever (including without limitation in all cases the
reasonable fees actually incurred, other charges and disbursements of counsel in
connection therewith) incurred, suffered or sustained by that Indemnitee based
upon, arising under or relating to Environmental Laws based on, arising out of
or relating to in whole or in part, the existence or exercise of any rights or
remedies by any Indemnitee under this Agreement, any other Credit Document or
any related documents.

If and to the extent that the obligations of Borrower under this Section 10.04
are unenforceable for any reason, Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of such obligations which is
permissible under applicable law.

      SECTION 10.05. RIGHT OF SETOFF. In addition to and not in limitation of
all rights of offset that any Lender or other holder of a Note may have under
applicable law, each Lender or other holder of a Note shall, upon the occurrence
of any Event of Default and whether or not such Lender or such holder has made
any demand or any Obligations are matured, have the right to appropriate and
apply to the payment of any Credit Party's Obligations hereunder and under the
other Credit Documents, all deposits of any Credit Party (general or special,
time or demand, provisional or final) then or thereafter held by and other
indebtedness or property then or thereafter owing by such Lender or other holder
to any Credit Party, whether or not related to this Agreement or any transaction
hereunder.

      SECTION 10.06. BENEFIT OF AGREEMENT.

      (a) This Agreement shall be binding upon and inure to the benefit of and
be enforceable by the respective successors and assigns of the parties hereto,
provided that Borrower may not assign or transfer any of its interest hereunder
without the prior written consent of all Lenders.


                                       67
<PAGE>
      (b) Any Lender may make, carry or transfer Loans at, to or for the account
of, any of its branch offices or the office of an Affiliate of such Lender.

      (c) Each Lender may assign all or a portion of its interests, rights and
obligations under this Agreement (including all or a portion of any of its
Commitments and the Loans and L/C Obligations at the time owing to it and the
Notes held by it) to any other Lender or any financial institution; provided,
however, that (i) the Agents and Borrower must give their prior written consent
to such assignment (which consent shall not be unreasonably withheld or delayed)
unless such assignment is to an Affiliate of the assigning Lender or, in the
case of Borrower, unless an Event of Default has occurred and is continuing,
(ii) the amount of the Commitments or Loans and L/C Obligations of the assigning
Lender subject to each assignment (determined as of the date the assignment and
acceptance with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $1,000,000 and in integrals of $1,000,000, (iii)
the parties to each such assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a Note or Notes
subject to such assignment and, unless such assignment is to an Affiliate of
such Lender, a processing and recordation fee of $3,000, (iv) no Lender may make
more than two (2) assignments to any Person which is not then a Lender or
affiliate thereof (unless a Default or Event of Default has occurred and is
continuing), (v) the assignee Lender must be an Eligible Assignee, and (vi) if
the assignee Lender is not a United States citizen or resident (or the assignee
Lender is filing as a foreign corporation, partnership, estate or trust), the
assignee Lender delivers the Internal Revenue Service Form W-8BEN or W-8ECI, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
to Borrower and the Administrative Agent, as required by Section 3.06(b)(ii) of
this Agreement. Borrower shall not be responsible for such processing and
recordation fee or any costs or expenses incurred by any Lender or the
Administrative Agent in connection with such assignment. From and after the
effective date specified in each Assignment and Acceptance, which effective date
shall be at least five (5) Business Days after the execution thereof, the
assignee thereunder shall be a party hereto and to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement. Within five (5) Business Days after receipt of the
notice and the Assignment and Acceptance, Borrower, at its own expense, shall
execute and deliver to the Administrative Agent, in exchange for the surrendered
Note or Notes, a new Note or Notes to the order of such assignee in a principal
amount equal to the applicable Commitments assumed by it pursuant to such
Assignment and Acceptance and new Note or Notes to the assigning Lender in the
amount of its retained Commitment or Commitments. Such new Note or Notes shall
be in an aggregate principal amount equal to the aggregate principal amount of
such surrendered Note or Notes, shall be dated the date of the surrendered Note
or Notes which they replace, and shall otherwise be in substantially the form
attached hereto.

      (d) Notwithstanding anything to the contrary contained herein, any Lender
(a "Granting Bank") may grant to a special purpose funding vehicle (a "SPC"),
identified as such in writing from time to time by the Granting Bank to the
Administrative Agent and Borrower, the option to provide to Borrower all or any
part of any Advance that such Granting Bank would otherwise be obligated to make
to Borrower pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to make any Advance, (ii) if an SPC elects
not to exercise such option or otherwise fails to provide all or any part of
such Advance,


                                       68
<PAGE>
the Granting Bank shall be obligated to make such Advance pursuant to the terms
hereof. The making of an Advance by an SPC hereunder shall utilize the
Commitment of the Granting Bank to the same extent, and as if, such Advance were
made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be
liable for any indemnity or similar payment obligation under this Agreement (all
liability for which shall remain with the Granting Bank). In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof. In addition, notwithstanding anything to the
contrary contained in this Section 10.06, any SPC may (i) with notice to, but
without the prior written consent of, Borrower and the Administrative Agent and
without paying any processing fee therefor, assign all or a portion of its
interests in any Advances to the Granting Bank or to any financial institutions
(approved by Borrower and Administrative Agent) providing liquidity and/or
credit support to or for the account of such SPC to support the funding or
maintenance of Advances and (ii) disclose on a confidential basis any non-public
information relating to its Advances to any rating agency, commercial paper
dealer or provider of any surety, guarantee or credit or liquidity enhancement
to such SPC. This section may not be amended without the written consent of each
applicable SPC.

      (e) Each Lender may, without the consent of Borrower or the Agents, sell
participations to one or more banks or other entities in all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitments and the Loans owing to it and the Notes held by it), provided,
however, that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) the participating bank or
other entity shall not be entitled to the benefit (except through its selling
Lender) of the cost protection provisions contained in Article III of this
Agreement, and (iv) Borrower, the Agents and other Lenders shall continue to
deal solely and directly with each Lender in connection with such Lender's
rights and obligations under this Agreement and the other Credit Documents, and
such Lender shall retain the sole right to enforce the obligations of Borrower
relating to the Loans and to approve any amendment, modification or waiver of
any provisions of this Agreement. No Lender shall be entitled to create in favor
of any Participant, in the participation agreement pursuant to which such
Participant's participating interest shall be created or otherwise, any right to
vote on, consent to or approve any matter relating to this Agreement or any
other Credit Document except for those matters specified in clauses (i) through
(viii) of the proviso to Section 10.02.

      (f) Any Lender may at any time assign or pledge all or any portion of its
rights in this Agreement and the Notes issued to it to a Federal Reserve Bank.

      (g) If (i) any Taxes referred to in Section 3.06(b) have been levied or
imposed so as to require withholdings or deductions by Borrower and payment by
Borrower of additional amounts to any Lender as a result thereof, or (ii) any
Lender shall make demand for payment of increased costs or reduced rate of
return pursuant to Section 3.09 or any Lender determines that


                                       69
<PAGE>
LIBOR is unascertainable or illegal pursuant to Section 3.07 or Section 3.08, or
any Lender makes a claim for increased costs pursuant to Section 3.09, then and
in such event, upon request from Borrower delivered to such Lender and the
Administrative Agent, such Lender shall assign, in accordance with the
provisions of Section 10.06(c), all of its rights and obligations under this
Agreement and the other Credit Documents to another Lender or another financial
institution selected by Borrower and acceptable to the Agents, which acceptance
will not be unreasonably withheld or delayed, in consideration for the payment
by such assignee to the Lender of the principal of, and interest on, the
outstanding Loans accrued to the date of such assignment, and the assumption of
such Lender's Commitment hereunder, together with any and all other amounts
owing to such Lender under any provisions of this Agreement or the other Credit
Documents accrued to the date of such assignment; provided, however, Lenders
subject to this Section 10.06 shall be treated in a substantially identical
manner.

      SECTION 10.07. GOVERNING LAW. This Agreement, the Notes, the Letters of
Credit and the other Credit Documents, unless otherwise expressly set forth
therein, shall be governed by, construed and enforced in accordance with the
laws of the State of Georgia, without reference to the conflicts or choice of
law principles thereof.

      SECTION 10.08. JURISDICTION AND VENUE.

      (a) Jurisdiction. Borrower, the Administrative Agent and the Lenders
hereby irrevocably consent to the personal jurisdiction of the state and federal
courts located in Mecklenburg County, North Carolina, and Atlanta, Georgia (and
any courts from which an appeal from any of such courts must or may be taken),
in any action, claim or other proceeding arising out of any dispute in
connection with this Agreement, the Notes, the Letters of Credit and the other
Credit Documents, any rights or obligations hereunder or thereunder, or the
performance of such rights and obligations. Borrower hereby irrevocably consents
to the service of a summons and complaint and other process in any action, claim
or proceeding brought by the Administrative Agent or any Lender in connection
with this Agreement, the Notes, the Letters of Credit or the other Credit
Documents, any rights or obligations hereunder or thereunder, or the performance
of such rights and obligations, on behalf of itself or its property, in the
manner specified in Section 10.01. Nothing in this Section 10.08 shall affect
the right of the Administrative Agent or any Lender to serve legal process in
any other manner permitted by Applicable Law or affect the right of the
Administrative Agent or any Lender to bring any action or proceeding against
Borrower or its properties in the courts of any other jurisdictions.

      (b) Venue. Borrower hereby irrevocably waives any objection it may have
now or in the future to the laying of venue in the aforesaid jurisdiction in any
action, claim or other proceeding arising out of or in connection with this
Agreement, any other Credit Document or the rights and obligations of the
parties hereunder or thereunder. Borrower irrevocably waives, in connection with
such action, claim or proceeding, any plea or claim that the action, claim or
other proceeding has been brought in an inconvenient forum.


                                       70
<PAGE>
      SECTION 10.09. BINDING ARBITRATION; WAIVER OF JURY TRIAL.

      (a) Binding Arbitration. Upon demand of any party, whether made before or
after institution of any judicial proceeding, any dispute, claim or controversy
arising out of, connected with or relating to this Agreement or any other Credit
Document ("Disputes"), between or among parties hereto and to the other Credit
Documents shall be resolved by binding arbitration as provided herein.
Institution of a judicial proceeding by a party does not waive the right of that
party to demand arbitration hereunder. Disputes may include, without limitation,
tort claims, counterclaims, claims brought as class actions, claims arising from
Credit Documents executed in the future, disputes as to whether a matter is
subject to arbitration, or claims concerning any aspect of the past, present or
future relationships arising out of or connected with the Credit Documents.
Arbitration shall be conducted under and governed by the Commercial Financial
Disputes Arbitration Rules (the "Arbitration Rules") of the American Arbitration
Association (the "AAA") and the Federal Arbitration Act. All arbitration
hearings shall be conducted in Charlotte, North Carolina. The expedited
procedures set forth in Rule 51, et seq. of the Arbitration Rules shall be
applicable to claims of less than $1,000,000. All applicable statutes of
limitations shall apply to any Dispute. A judgment upon the award may be entered
in any court having jurisdiction. Notwithstanding anything foregoing to the
contrary, any arbitration proceeding demanded hereunder shall begin within
ninety (90) days after such demand thereof and shall be concluded within
one-hundred twenty (120) days after such demand. These time limitations may not
be extended unless a party hereto shows cause for extension and then such
extension shall not exceed a total of sixty (60) days. The panel from which all
arbitrators are selected shall be comprised of licensed attorneys selected from
the Commercial Financial Dispute Arbitration Panel of the AAA. The single
arbitrator selected for expedited procedure shall be a retired judge from the
highest court of general jurisdiction, state or federal, of the state where the
hearing will be conducted. The parties hereto do not waive any applicable
Federal or state substantive law except as provided herein.

      (b) Jury Trial. THE ADMINISTRATIVE AGENT, EACH LENDER AND BORROWER HEREBY
ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE IRREVOCABLY, TO
THE FULLEST EXTENT PERMITTED BY LAW, WAIVED THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY
DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE NOTES, THE LETTERS OF CREDIT OR
THE OTHER CREDIT DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER,
OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

      (c) Preservation of Certain Remedies. Notwithstanding the preceding
binding arbitration provisions, the parties hereto and the other Credit
Documents preserve, without diminution, certain remedies that such Persons may
employ or exercise freely, either alone, in conjunction with or during a
Dispute. Each such Person shall have and hereby reserves the right to proceed in
any court of proper jurisdiction or by self help to exercise or prosecute the
following remedies, as applicable: (i) all rights to foreclose against any real
or personal property or other security by exercising a power of sale granted in
the Credit Documents or under Applicable Law or by judicial foreclosure and
sale, including a proceeding to confirm the sale, (ii) all rights of self help
including peaceful occupation of property and collection of rents, set off, and
peaceful possession of


                                       71
<PAGE>
property, (iii) obtaining provisional or ancillary remedies including injunctive
relief, sequestration, garnishment, attachment, appointment of receiver and in
filing an involuntary bankruptcy proceeding, and (iv) when applicable, a
judgment by confession of judgment. Preservation of these remedies does not
limit the power of an arbitrator to grant similar remedies that may be requested
by a party in a Dispute.

      SECTION 10.10. REVERSAL OF PAYMENTS. To the extent Borrower makes a
payment or payments to the Administrative Agent for the ratable benefit of the
Lenders or the Administrative Agent receives any payment or proceeds of the
collateral which payments or proceeds or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or proceeds repaid, the Obligations or part thereof
intended to be satisfied shall be revived and continued in full force and effect
as if such payment or proceeds had not been received by the Administrative
Agent.

      SECTION 10.11. INJUNCTIVE RELIEF; PUNITIVE DAMAGES.

      (a) Borrower recognizes that, in the event Borrower fails to perform,
observe or discharge any of its obligations or liabilities under this Agreement,
any remedy of law may prove to be inadequate relief to the Lenders. Therefore,
Borrower agrees that the Lenders, at the Lenders' option, shall be entitled to
temporary and permanent injunctive relief in any such case without the necessity
of proving actual damages.

      (b) The Administrative Agent, the Lenders and Borrower (on behalf of
itself and its Subsidiaries) hereby agree that no such Person shall have a
remedy of punitive or exemplary damages against any other party to a Credit
Document and each such Person hereby waives any right or claim to punitive or
exemplary damages that they may now have or may arise in the future in
connection with any Dispute, whether such Dispute is resolved through
arbitration or judicially.

      SECTION 10.12. INDEPENDENT NATURE OF LENDERS' RIGHTS. The amounts payable
at any time hereunder to each Lender shall be a separate and independent debt,
and each Lender shall be entitled to protect and enforce its rights pursuant to
this Agreement and its Notes, and it shall not be necessary for any other Lender
to be joined as an additional party in any proceeding for such purpose.

      SECTION 10.13. RELEASE OF GUARANTORS. Any Material Subsidiary added as a
Guarantor solely to comply with the proviso in the definition of Material
Subsidiaries, but which does not meet the requirements under clause (i) or
clause (ii) of the definition of Material Subsidiaries shall be released as a
Guarantor (a) upon the written request of Borrower, (b) upon Borrower
demonstrating to the Agents pro forma compliance with the proviso in the
definition of Material Subsidiaries after giving effect to such release and (c)
provided no Default or Event of Default is continuing or would result from such
release.

      SECTION 10.14. COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which when so


                                       72
<PAGE>
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.

      SECTION 10.15. EFFECTIVENESS; SURVIVAL.

      (a) This Agreement shall become effective on the date on which all of the
parties hereto shall have signed a copy hereof (whether the same or different
copies) and shall have delivered the same to the Agents pursuant to Section
10.01 or, in the case of the Lenders, shall have given to the Agents written or
telecopier notice (actually received) that the same has been signed and mailed
to them.

      (b) The obligations of Borrower under Sections 3.06(b), 3.09, 3.11, 3.12
and 10.04 hereof shall survive the payment in full of the Notes and all other
Obligations after the Maturity Date. All representations and warranties made
herein, in the certificates, reports, notices, and other documents delivered
pursuant to this Agreement shall survive the execution and delivery of this
Agreement, the other Credit Documents, and such other agreements and documents,
the making of the Loans and issuing of Letters of Credit hereunder, and the
execution and delivery of the Notes.

      SECTION 10.16. SEVERABILITY. In case any provision in or obligation under
this Agreement or the other Credit Documents shall be invalid, illegal or
unenforceable, in whole or in part, in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

      SECTION 10.17. INDEPENDENCE OF COVENANTS. All covenants hereunder shall be
given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or be otherwise within the limitation of, another covenant, shall
not avoid the occurrence of a Default or an Event of Default if such action is
taken or condition exists.

      SECTION 10.18. HEADINGS DESCRIPTIVE; ENTIRE AGREEMENT. The headings of the
several sections and subsections of this Agreement are inserted for convenience
only and shall not in any way affect the meaning or construction of any
provision of this Agreement. This Agreement, the other Credit Documents, and the
agreements and documents required to be delivered pursuant to the terms of this
Agreement constitute the entire agreement among the parties hereto and thereto
regarding the subject matters hereof and thereof and supersede all prior
agreements, representations and understandings related to such subject matters.

                            [Signature Pages Follow]


                                       73
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and to be delivered by their duly authorized officers as of the
day and year first above written.

                                    CHOICEPOINT INC., as Borrower

                                    By:    /s/ David E. Trine
                                        -----------------------------------
                                    Name:  David E. Trine
                                    Title: Treasurer

<PAGE>
                                 SUNTRUST BANK, as Administrative Agent
                                 and Lender

                                 By:    /s/ Daniel S. Komitor
                                     -----------------------------------
                                 Name:  Daniel S. Komitor
                                 Title: Director

<PAGE>
                                     WACHOVIA BANK, NATIONAL ASSOCIATION,
                                     as Syndication Agent and Lender

                                     By:    /s/ Glenn F. Edwards
                                         -----------------------------------
                                     Name:  Glenn F. Edwards
                                     Title: Senior Vice President


<PAGE>
                                    U.S. BANK NATIONAL ASSOCIATION,
                                    as Lender

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

<PAGE>
                                    BNP PARIBAS, as Lender

                                    By:    /s/ John Stacy
                                       -----------------------------------
                                    Name:  John Stacy
                                    Title: Managing Director



                                    By:    /s/ Mike Shryock
                                       -----------------------------------
                                    Name:  Mike Shryock
                                    Title: Vice President
<PAGE>
                                    Credit Suisse First Boston, as Lender

                                    By: /s/ Vitaly G. Butenko
                                        -----------------------------------
                                    Name:  Vitaly G. Butenko
                                    Title: Associate



                                    By: /s/ Jeffrey Bernstein
                                        -----------------------------------
                                    Name:  Jeffrey Bernstein
                                    Title: Vice President

<PAGE>
                                    JP MORGAN CHASE BANK, as Lender

                                    By: /s/ H. David Jones
                                       --------------------------------
                                    Name:  H. David Jones
                                    Title: Vice President

<PAGE>
                                    FLEET NATIONAL BANK, as Lender

                                    By: /s/ John B. Desmond
                                       -------------------------------
                                    Name:  John B. Desmond
                                    Title: Director


</TEXT>
</DOCUMENT>
