MICROS SYSTEMS INC
EXHIBIT 10Q1
<DOCUMENT>
<TYPE>EX-10.Q1
<SEQUENCE>4
<FILENAME>w90199exv10wq1.txt
<DESCRIPTION>EXHIBIT 10Q1
<TEXT>
<PAGE>

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

                                CREDIT AGREEMENT

                            Dated as of July 17, 2003
                                      Among

                              MICROS SYSTEMS, INC.,
                       DV TECHNOLOGY HOLDINGS CORPORATION
                             DATAVANTAGE CORPORATION
                           MICROS-FIDELIO NEVADA, LLC
                                MSI DELAWARE, LLC
                         MICROS-FIDELIO SOUTHWEST, INC.
                         MICROS-FIDELIO WORLDWIDE, INC.,

                                  as Borrower,

                             BANK OF AMERICA, N.A.,
                             as Administrative Agent
                                       and

                         The Other Lenders Party Hereto

================================================================================
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                            <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS                                                                      1
SECTION 1.1       Defined Terms.                                                                                1
SECTION 1.2       Other Interpretive Provisions.                                                               16
SECTION 1.3       Accounting Terms.                                                                            16
SECTION 1.4       Rounding.                                                                                    17
SECTION 1.5       References to Agreements and Laws.                                                           17
SECTION 1.6       Letter of Credit Amounts.                                                                    17
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS.                                                              17
SECTION 2.1       Committed Loans.                                                                             17
SECTION 2.2       Borrowings, Conversions and Continuations of Committed Loans.                                19
SECTION 2.3       Letters of Credit.                                                                           20
SECTION 2.4       Swing Line Loans.                                                                            26
SECTION 2.5       Prepayments.                                                                                 28
SECTION 2.6       Reduction or Termination of Commitments.                                                     29
SECTION 2.7       Repayment of Loans.                                                                          29
SECTION 2.8       Interest.                                                                                    30
SECTION 2.9       Fees.                                                                                        30
SECTION 2.10      Computation of Interest and Fees.                                                            31
SECTION 2.11      Evidence of Debt.                                                                            31
SECTION 2.12      Payments Generally.                                                                          31
SECTION 2.13      Sharing of Payments.                                                                         33
SECTION 2.14      Guaranty.                                                                                    33
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY                                                             36
SECTION 3.1       Taxes.                                                                                       36
SECTION 3.2       Illegality.                                                                                  37
SECTION 3.3       Inability to Determine Rates.                                                                37
SECTION 3.4       Increased Cost and Reduced Return; Capital Adequacy; Reserves on
                    Eurodollar Rate Committed Loans.                                                           38
SECTION 3.5       Funding Losses.                                                                              38
SECTION 3.6       Matters Applicable to all Requests for Compensation.                                         39
SECTION 3.7       Survival.                                                                                    39
ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS                                                           39
SECTION 4.1       Conditions of Initial Credit Extension.                                                      39
SECTION 4.2       Conditions to all Credit Extensions and Conversions and Continuations.                       40
ARTICLE V REPRESENTATIONS AND WARRANTIES                                                                       41
SECTION 5.1       Existence, Qualification and Power; Compliance with Laws.                                    41
SECTION 5.2       Authorization; No Contravention.                                                             41
SECTION 5.3       Governmental Authorization.                                                                  41
SECTION 5.4       Binding Effect.                                                                              41
SECTION 5.5       Financial Statements; No Material Adverse Effect.                                            42
SECTION 5.6       Litigation.                                                                                  42
SECTION 5.7       No Default.                                                                                  42
SECTION 5.8       Ownership of Property; Liens.                                                                42
SECTION 5.9       Environmental Compliance.                                                                    43
SECTION 5.10      Insurance.                                                                                   43
SECTION 5.11      Taxes.                                                                                       43
SECTION 5.12      ERISA Compliance.                                                                            43
SECTION 5.13      Subsidiaries.                                                                                44
SECTION 5.14      Disclosure.                                                                                  44
SECTION 5.15      Compliance with Laws.                                                                        44
SECTION 5.16      Margin Regulations; Investment Company Act; Public Utility Holding Company Act.              44
SECTION 5.17      Tax Shelter Regulations.                                                                     44
SECTION 5.18      Rights in Collateral; Priority of Liens.                                                     45
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                            <C>
SECTION 5.19      Rights in Collateral; Priority of Liens.                                                     45

ARTICLE VI AFFIRMATIVE COVENANTS                                                                               45
SECTION 6.1       Financial Statements.                                                                        45
SECTION 6.2       Certificates; Other Information.                                                             46
SECTION 6.3       Notices.                                                                                     47
SECTION 6.4       Payment of Obligations.                                                                      47
SECTION 6.5       Preservation of Existence, Etc.                                                              47
SECTION 6.6       Maintenance of Properties.                                                                   48
SECTION 6.7       Maintenance of Insurance.                                                                    48
SECTION 6.8       Compliance with Laws.                                                                        48
SECTION 6.9       Books and Records.                                                                           48
SECTION 6.10      Inspection Rights.                                                                           48
SECTION 6.11      Use of Proceeds.                                                                             49
SECTION 6.12      Financial Covenants.                                                                         49
SECTION 6.13      Additional Guarantors.                                                                       49
SECTION 6.14      Collateral Records.                                                                          50
SECTION 6.15      Security Interests.                                                                          50
SECTION 6.16      Post-Closing Requirements.                                                                    50
ARTICLE VII NEGATIVE COVENANTS                                                                                 50
SECTION 7.1       Liens.                                                                                       51
SECTION 7.2       Investments.                                                                                 51
SECTION 7.3       Indebtedness.                                                                                52
SECTION 7.4       Fundamental Changes.                                                                         52
SECTION 7.5       Dispositions.                                                                                53
SECTION 7.6       Restricted Payments.                                                                         54
SECTION 7.7       Change in Nature of Business.                                                                54
SECTION 7.8       Transactions with Affiliates.                                                                54
SECTION 7.9       Margin Regulations.                                                                          54
SECTION 7.10      Chang of Control.                                                                            54
SECTION 7.11      CommerzBank Debt.                                                                            54
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES                                                                    55
SECTION 8.1       Events of Default.                                                                           55
SECTION 8.2       Remedies Upon Event of Default.                                                              57
SECTION 8.3       Application of Funds.                                                                        57
ARTICLE IX AGENT.                                                                                              58
SECTION 9.1       Appointment and Authorization of Agent.                                                      58
SECTION 9.2       Delegation of Duties.                                                                        59
SECTION 9.3       Liability of Agent.                                                                          59
SECTION 9.4       Reliance by Agent.                                                                           59
SECTION 9.5       Notice of Default.                                                                           60
SECTION 9.6       Credit Decision; Disclosure of Information by Agent.                                         60
SECTION 9.7       Indemnification of Agent.                                                                    61
SECTION 9.8       Agent in its Individual Capacity.                                                            61
SECTION 9.9       Successor Agent.                                                                             61
SECTION 9.10      Agent May File Proofs of Claim.                                                              62
SECTION 9.11      Guaranty Matters.                                                                            63
SECTION 9.12      Collateral Matters.                                                                          63
ARTICLE X MISCELLANEOUS                                                                                        64
SECTION 10.1      Amendments, Etc.                                                                             64
SECTION 10.2      Notices and Other Communications; Facsimile Copies.                                          65
SECTION 10.3      No Waiver; Cumulative Remedies.                                                              66
SECTION 10.4      Attorney Costs, Expenses and Taxes.                                                          66
SECTION 10.5      Indemnification by Borrower.                                                                 67
SECTION 10.6      Payments Set Aside.                                                                          68
SECTION 10.7      Successors and Assigns.                                                                      68
</TABLE>

                                       iii
<PAGE>

<TABLE>
<S>                                                                                                            <C>
SECTION 10.8      Confidentiality.                                                                             71
SECTION 10.9      Setoff.                                                                                      72
SECTION 10.10     Interest Rate Limitation.                                                                    72
SECTION 10.11     Counterparts.                                                                                72
SECTION 10.12     Integration.                                                                                 72
SECTION 10.13     Survival of Representations and Warranties.                                                  73
SECTION 10.14     Severability.                                                                                73
SECTION 10.15     Governing Law; Submission to Jurisdiction.                                                   73
SECTION 10.16     Waiver of Right to Trial by Jury.                                                            74
SECTION 10.17     Time of the Essence.                                                                         74
</TABLE>

SIGNATURES    S-1

SCHEDULES
 2.1      Commitments and Pro Rata Shares
 5.6      Litigation
 5.9      Environmental Matters
 5.13     Subsidiaries
 7.1      Existing Liens
 7.3      Existing Indebtedness
10.2      Addresses for Notices

EXHIBITS
Form of
A        Committed Loan Notice
B        Swing Line Loan Notice
C        Note
D        Compliance Certificate
E        Assignment and Assumption Agreement
F        Additional Borrower Joinder Supplement

                                       iv
<PAGE>

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT ("Agreement") is entered into as of July 17,
2003, among MICROS SYSTEMS, INC., a Maryland corporation ("MICROS"), DV
TECHNOLOGY HOLDINGS CORPORATION, a Delaware corporation, DATAVANTAGE
CORPORATION, an Ohio corporation, MICROS-FIDELIO NEVADA, LLC, a Nevada limited
liability company, MSI DELAWARE, LLC, a Delaware limited liability company,
MICROS-FIDELIO SOUTHWEST, INC., a Nevada corporation, MICROS-FIDELIO WORLDWIDE,
INC., a Nevada corporation, (each of the foregoing, together with MICROS,
individually or collectively as the context implies, "Borrower"), each lender
from time to time party hereto (collectively, the "Lenders" and individually, a
"Lender"), and BANK OF AMERICA, N.A., as Agent.

         Borrower has requested that Lenders provide a revolving credit
facility, and Lenders are willing to do so on the terms and conditions set forth
herein.

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

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.1 DEFINED TERMS.As used in this Agreement, the following
terms shall have the meanings set forth below:


         "Additional Borrower" means each Person that has executed and delivered
an Additional Borrower Joinder Supplement that has been accepted and approved by
Agent, including, but not limited to, each Material Domestic Entity.

         "Additional Borrower Joinder Supplement" means an Additional Borrower
Joinder Supplement in substantially the form attached hereto as EXHIBIT F, with
the blanks appropriately completed and executed and delivered by the Additional
Borrower and accepted by MICROS on behalf of the Borrower.

         "Administrative Agent" or "Agent" means Bank of America in its capacity
as (a) Administrative Agent under any of the Loan Documents, (b) issuer of
Letters of Credit hereunder, and/or (c) as provider of Swing Line Loans
hereunder, as the context requires, or any successor Agent.

         "Affiliate" means, with respect to any Person, another Person that
directly or indirectly through one or more intermediaries, Controls, or is
Controlled by or is under common Control with, the Person specified.

         "Agent Fee Letter" has the meaning specified in Section 2.9(b).

         "Agent's Office" means Agent's address and, as appropriate, account as
set forth on Schedule 10.2, or such other address or account as Agent may from
time to time notify Borrower and Lenders.

         "Agent-Related Persons" means Agent, together with its Affiliates, and
the officers, directors, employees, agents and attorneys-in-fact of such Persons
and Affiliates.

         "Aggregate Commitments" means the Commitments of all Lenders.

<PAGE>

         "Aggregate Commitments Increase" has the meaning specified in Section
2.1(b)(iii).

         "Agreement" means this Credit Agreement, as amended, modified,
substituted, extended, and renewed from time to time in accordance with the
provisions of Section 10.1.

         "Applicable Margin" means the following percentages per annum, based
upon the Minimum EBITDA Covenant (the "Financial Covenant") as set forth in the
most recent Compliance Certificate received by Agent pursuant to Section 6.2(b):

<TABLE>
<CAPTION>
                                          APPLICABLE MARGIN
                                          -----------------
                                                                   Letter of
                Minimum EBITDA for the                               Credit        Base Rate
   Pricing     four (4) quarters ending                         Fees/Euro-dollar   Committed
    Level     on the date of calculation:     Commitment Fee    Committed Loans       Loans
--------------------------------------------------------------------------------------------------
<S>           <C>                             <C>               <C>                <C>
      1           < or =  $ 2,500,000                50               350              150
      2                  >$ 5,000,000              37.5               300              100
      3                  >$ 9,000,000              37.5               275               75
      4                  >$15,000,000                25               225               25
</TABLE>

         Any increase or decrease in the Applicable Margin resulting from a
change in the Financial Covenant shall become effective as of the first Business
Day of the month immediately following the date a Compliance Certificate is
delivered pursuant to Section 6.2(b); provided, however, that if no Compliance
Certificate is delivered when due in accordance with such Section, then Pricing
Level 1 shall apply as of the first Business Day of the month immediately
following the date such Compliance Certificate was required to have been
delivered.

         "Applicable Rate" means prior to January 1, 2004 a per annum rate equal
to Pricing Level 3 (set forth in the definition of Applicable Margin), and at
all times, after December 31, 2003, the Applicable Rate for Base Rate Committed
Loans, Eurodollar Rate Committed Loans and the applicable commitment fee shall
be the Base Rate and the Eurodollar Rate plus the Applicable Margin and the
commitment fee shall be as stated in the column headed "Commitment Fee" in the
chart contained in the definition of Applicable Margin.

         "Asset Coverage Ratio" means the ratio of (a) Domestic Book Accounts
Receivable plus Domestic Book Inventory in an amount not to exceed $10,000,000
to (b) the aggregate of International Debt and Domestic Debt.

         "Assignment and Assumption Agreement" means an Assignment and
Assumption Agreement substantially in the form of Exhibit E.

         "Attorney Costs" means and includes all reasonable fees, expenses and
disbursements of any law firm or other external counsel.

         "Attributable Indebtedness" means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that

                                       2
<PAGE>

would appear on a balance sheet of such Person prepared as of such date in
accordance with GAAP if such lease were accounted for as a capital lease.

         "Audited Financial Statements" means the audited consolidated and
consolidating balance sheet of MICROS and its Domestic Subsidiaries for the
fiscal year ended June 30, 2002, and the related consolidated and consolidating
statements of income or operations, shareholders' equity and cash flows for such
fiscal year of MICROS and its Subsidiaries, including the notes thereto.

         "Availability Period" means the period from and including the Closing
Date to the earliest of (a) the Maturity Date, (b) the date of termination of
the Aggregate Commitments pursuant to Section 2.6, and (c) the date of
termination of the commitment of each Lender to make Loans and of the obligation
of Agent to make L/C Credit Extensions pursuant to Section 8.2.

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

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

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

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

         "Borrower" has the meaning specified in the introductory paragraph
hereto and each Additional Borrower.

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

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where Agent's Office is located and, if such day
relates to any Eurodollar Rate Committed Loan, means any such day on which
dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market.

         "Cash Collateralize" has the meaning specified in Section 2.3(g).

         "Change of Control" means, with respect to any Person, an event or
series of events by which:

         (a)      any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any
employee benefit plan of such person or its subsidiaries, and any person or
entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan) becomes the "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a
person or group shall be deemed to have "beneficial ownership" of all securities
that such person or group has the right to

                                       3
<PAGE>

acquire (such right, an "option right"), whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of 25%
or more of the equity securities of such Person entitled to vote for members of
the board of directors or equivalent governing body of such Person on a fully
diluted basis (and, taking into account all such securities that such person or
group has the right to acquire pursuant to any option right); or

         (b)      during any period of twelve (12) consecutive months, fifty one
percent (51%) of the members of the board of directors or other equivalent
governing body of such Person cease to be composed of individuals: (i) who were
members of that board or equivalent governing body on the first day of such
period, (ii) whose election or nomination to that board or equivalent governing
body was approved by individuals referred to in clause (i) above constituting at
the time of such election or nomination at least a majority of that board or
equivalent governing body or (iii) whose election or nomination to that board or
other equivalent governing body was approved by individuals referred to in
clauses (i) and (ii) above constituting at the time of such election or
nomination at least a majority of that board or equivalent governing body
(excluding, in the case of both clause (ii) and clause (iii), any individual
whose initial nomination for, or assumption of office as, a member of that board
or equivalent governing body occurs as a result of an actual or threatened
solicitation of proxies or consents for the election or removal of one or more
directors by any person or group other than a solicitation for the election of
one or more directors by or on behalf of the board of directors).

         "Closing Date" means the first date all the conditions precedent in
Section 4.1 are satisfied or waived in accordance with Section 10.1 (or, in the
case of Section 4.1(b), waived by the Person entitled to receive the applicable
payment).

         "Code" means the Internal Revenue Code of 1986.

         "Collateral" shall mean any and all assets and rights and interests in
or to property of Borrower and each of the other Loan Parties, whether real or
personal, tangible or intangible, in which a Lien is granted or purported to be
granted pursuant to the Collateral Documents.

         "Collateral Documents" means all agreements, instruments and documents
now or hereafter executed and delivered in connection with this Agreement
pursuant to which Liens are granted or purported to be granted to Agent in
Collateral securing all or part of the Obligations each in form and substance
satisfactory to Agent.

         "CommerzBank Debt" means all Indebtedness of any Foreign Borrowers in
favor of CommerzBank, AG, in an aggregate amount not to exceed the lesser of (i)
Equivalent $8,000,000 or (ii) the Equivalent Value in Dollars of DM15,000,000.

         "Commitment" means, as to each Lender, its obligation to (a) make
Committed Loans to Borrower pursuant to Section 2.1, (b) purchase participations
in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an
aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Lender's name on Schedule 2.1, or in the Assignment and
Assumption Agreement pursuant to which such Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in accordance with
this Agreement, but does not include the Foreign Credit Facility Aggregate
Commitment.

         "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type and, in the case of Eurodollar Rate Committed
Loans, having the same Interest Period made by each of Lenders pursuant to
Section 2.1.

                                       4
<PAGE>

         "Committed Loan" has the meaning specified in Section 2.1.

         "Committed Loan Notice" means a notice of (a) a Committed Borrowing,
(b) a conversion of Committed Loans from one Type to the other, or (c) a
continuation of Eurodollar Rate Committed Loans, pursuant to Section 2.2(a),
which, if in writing, shall be substantially in the form of Exhibit A.

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

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

         "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise. Without
limiting the generality of the foregoing, a Person shall be deemed to be
Controlled by another Person if such other Person possesses, directly or
indirectly, power to vote fifty one percent (51%) or more of the securities
having ordinary voting power for the election of directors, managing general
partners or equivalent governing body of such Person.

         "Credit Extension" means a Borrowing, or an L/C Credit Extension.

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

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

         "Default Rate" means an interest rate equal to two percent (2%) per
annum in excess of the Applicable Rate, applying the highest Applicable Margin
set forth in Pricing Level 1.

         "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to Agent or any other Lender any other amount
required to be paid by it hereunder within one Business Day of the date when
due, unless the subject of a good faith dispute, or (c) has been deemed
insolvent or become the subject of a bankruptcy or insolvency proceeding.

         "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.

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

         "Domestic Book Accounts Receivable" means the amount of net accounts
receivable as reflected on the balance sheet of the Borrower.

                                       5
<PAGE>

         "Domestic Book Inventory" means the amount of net inventory as
reflected on the balance sheet of the Borrower.

         "Domestic Debt" means all of the Borrower's outstanding liabilities for
borrowed money, including, without limitation, all Subordinated Liabilities,
capital leases, standby letters of credit, and other interest-bearing
liabilities, including current and long-term debt.

         "Domestic Subsidiaries" means the Subsidiaries of any Borrower or any
Guarantor organized under the laws of any jurisdiction within the United States.

         "EBITDA" means net income, less income or plus loss from discontinued
operations and extraordinary items, plus income taxes, plus interest expense,
plus depreciation, depletion, and amortization.

         "Eligible Assignee" has the meaning specified in Section 10.7(h).

         "Environmental Laws" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.

         "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of Borrower, any other Loan Party or any of their
respective Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

         "ERISA" means the Employee Retirement Income Security Act of 1974.

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

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by Borrower or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by Borrower or any ERISA Affiliate
from a Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (d) the filing of a notice of intent to terminate, the treatment
of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or
the commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) an event or condition which might reasonably be expected
to constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan or Multiemployer Plan;
or (f) the imposition of any liability under Title IV of ERISA, other than for
PBGC

                                       6
<PAGE>

premiums due but not delinquent under Section 4007 of ERISA, upon Borrower or
any ERISA Affiliate.

         "Eurodollar Base Rate" has the meaning set forth in the definition of
Eurodollar Rate.

         "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Committed Loan, a rate per annum determined by Agent pursuant to
the following formula:

                                 Eurodollar Base Rate
         Eurodollar Rate = -----------------------------------
                           1.0 - Eurodollar Reserve Percentage
         Where,

         "Eurodollar Base Rate" means, for such Interest Period:

                  (a)      the rate per annum equal to the rate determined by
         Agent to be the London interbank offered rate that appears on Page 3750
         of the Telerate screen (or any successor thereto) for deposits in
         Dollars (for delivery on the first day of such Interest Period) with a
         term equivalent to such Interest Period, determined as of approximately
         11:00 a.m. (London time) two (2) Business Days prior to the first day
         of such Interest Period, or

                  (b)      if the rate referenced in the preceding clause (a)
         does not appear on such page or service or such page or service shall
         not be available, the rate per annum equal to the rate determined by
         Agent to be the offered rate on such other page or other service that
         displays an average British Bankers Association Interest Settlement
         Rate for deposits in Dollars (for delivery on the first day of such
         Interest Period) with a term equivalent to such Interest Period,
         determined as of approximately 11:00 a.m. (London time) two (2)
         Business Days prior to the first day of such Interest Period, or

                  (c)      if the rates referenced in the preceding clauses (a)
         and (b) are not available, the rate per annum determined by Agent as
         the rate of interest at which deposits in Dollars for delivery on the
         first day of such Interest Period in same day funds in the approximate
         amount of the Eurodollar Rate Committed Loan being made, continued or
         converted by Bank of America and with a term equivalent to such
         Interest Period would be offered by Bank of America's London Branch to
         major banks in the London interbank eurodollar market at their request
         at approximately 4:00 p.m. (London time) two (2) Business Days prior to
         the first day of such Interest Period.

         "Eurodollar Reserve Percentage" means, for any day during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five
decimal places) in effect on such day, whether or not applicable to any Lender,
under regulations issued from time to time by the Board of Governors of the
Federal Reserve System of the United States for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve
requirement) with respect to Eurocurrency funding (currently referred to as
"Eurocurrency liabilities"). The Eurodollar Rate for each outstanding Eurodollar
Rate Loan shall be adjusted automatically as of the effective date of any change
in the Eurodollar Reserve Percentage.

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

                                       7
<PAGE>

         "Event of Default" has the meaning specified in Section 8.1.

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

         "Fixed Charge Coverage Ratio" means the ratio of (a) EBITDA minus
income tax expense, to (b) the sum of interest expense, plus the current portion
of long term liabilities, plus capital expenditures, plus dividends declared or
paid by the Borrower and plus stock repurchases.

         "Foreign Borrowers" means MICROS-Fidelio (Ireland) Ltd., MICROS-Fidelio
UK Ltd., MICROS-Fidelio Espana S.L., Merchants Information Solutions, Ltd.,
MICROS-Fidelio Brazil, Ltd., MICROS-Fidelio France S.A., Hospitality
Technologies, S.A., MICROS-Fidelio Mexico S.A. de C.V., MICROS Systems Holding
GmbH, MICROS-Fidelio Deutschland GmbH, INDATEC GmbH & Co. Kg., MICROS-Fidelio
Software GmbH & Co. KG, MICROS-Fidelio Software Portugal Unipessoal LDA,
MICROS-Fidelio (Thailand) Co., Ltd., MICROS-Fidelio Singapore Pte Ltd.,
MICROS-Fidelio Software (Philippines), Inc., MICROS-Fidelio Japan Ltd.,
MICROS-Fidelio Australia Pty. Ltd., MICROS-Fidelio Hong Kong, Ltd., Fidelio
Nordic Norway A/S, Fidelio Nordic Oy, Fidelio Nordic Sweden, A.B., HotelBk, A.B.
and their respective successors and assigns.

         "Foreign Credit Facility" means the credit facility extended by the
Lenders to the Foreign Borrowers pursuant to a Credit Agreement of even date
herewith by and among Bank of America as Administrative Agent, the Lenders and
the Foreign Borrowers in the amount of the Foreign Credit Facility Aggregate
Commitments, as amended, modified, substituted, extended, and renewed from time
to time.

         "Foreign Credit Facility Aggregate Commitments" means $55,0000,000.

         "Foreign Credit Facility Decrease" has the meaning specified in Section
2.1(b)(v).

         "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

                                       8
<PAGE>

         "Guarantee" means, as to any Person, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person. The amount of any Guarantee shall be
deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good
faith. The term "Guarantee" as a verb has a corresponding meaning.

         "Guarantor" means, individually and collectively, MICROS-Fidelio
(Ireland) Ltd and any future Person who delivers a Guaranty to the Agent.

         "Guaranty" means individually and collectively the Guaranty made by
each Guarantor in favor of Agent on behalf of Lenders, in form and substance
satisfactory to Agent, as amended, modified, substituted, extended, and renewed
from time to time.

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

         "Indebtedness" means, as to any Person at a particular time, all of the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:

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

                  (b)      all direct or contingent obligations of such Person
         arising under letters of credit (including standby and commercial),
         bankers' acceptances, bank guaranties, surety bonds and similar
         instruments;

                  (c)      net obligations of such Person under any Swap
         Contract;

                  (d)      all obligations of such Person to pay the deferred
         purchase price of property or services (other than trade accounts
         payable in the ordinary course of business);

                                       9
<PAGE>

                  (e)      indebtedness (excluding prepaid interest thereon)
         secured by a Lien on property owned or being purchased by such Person
         (including indebtedness arising under conditional sales or other title
         retention agreements), whether or not such indebtedness shall have been
         assumed by such Person or is limited in recourse;

                  (f)      capital leases and Synthetic Lease Obligations; and

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

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any net obligation under any
Swap Contract on any date shall be Swap Termination Value thereof as of such
date. The amount of any capital lease or Synthetic Lease Obligation as of any
date shall be deemed to be the amount of Attributable Indebtedness in respect
thereof as of such date.

         "Indemnified Liabilities" has the meaning specified in Section 10.5.

         "Indemnitees" has the meaning specified in Section 10.5.

         "Information" has the meaning specified in Section 10.8.

         "Interest Payment Date" means for each Committed Loan for which the
Applicable Rate is based on the Eurodollar Rate, the last day of each Interest
Period and the Maturity Date; provided, however, that if any Interest Period
exceeds three months, the respective dates that fall every three (3) months
after the beginning of such Interest Period shall also be Interest Payment
Dates. Interest Payment Date means for each Swing Line Loan or each Committed
Loan for which the Applicable Rate is based on the Base Rate, the first day of
each calendar month.

         "Interest Period" means as to each Eurodollar Rate Committed Loan, the
period commencing on the date such Eurodollar Rate Committed Loan is disbursed
and ending on the date one, two, three or six months thereafter, or as otherwise
agreed to by the Agent and the Lenders, as selected by Borrower in its Committed
Loan Notice; provided that:

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

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

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

         "International Debt" means all of the Borrowers' outstanding
liabilities for borrowed money, including, without limitation, all Subordination
Liabilities, capital leases, standby letters of credit, and other interest
bearing liabilities, including current and long term debt and the CommerzBank
Debt.

                                       10
<PAGE>

         "Investment" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of capital stock or other securities of another Person, (b)
a loan, advance or capital contribution to, Guarantee or assumption of debt of,
or purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture interest
in such other Person, or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of another Person that
constitute a business unit. For purposes of covenant compliance, the amount of
any Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.

         "IRS" means the United States Internal Revenue Service.

         "Laws" means, collectively, all international, foreign, Federal, state
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

         "L/C Advance" means, with respect to each Lender, such Lender's funding
of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

         "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Committed Borrowing.

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

         "L/C Obligations" means, as at any date of determination, the aggregate
undrawn face amount of all outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings.

         "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes Agent in its capacity as issuer of
Letters of Credit and provider of Swing Line Loans hereunder.

         "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such on Schedule 10.2, or such other office or offices as a
Lender may from time to time notify Borrower and Agent.

         "Letter of Credit" means any letter of credit issued hereunder. A
Letter of Credit may be a commercial letter of credit or a standby letter of
credit. Unless otherwise agreed by Agent and Lenders, all Letters of Credit
shall be denominated in Dollars.

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

         "Letter of Credit Expiration Date" means the day that is thirty (30)
days prior to the Maturity Date then in effect (or, if such day is not a
Business Day, the next preceding Business Day).

                                       11
<PAGE>

         "Letter of Credit Sublimit" means an amount equal to Three Million
Dollars ($3,000,000). The Letter of Credit Sublimit is part of, and not in
addition to, the Aggregate Commitments.

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, and any financing lease having substantially the same economic effect
as any of the foregoing.

         "Loan" means an extension of credit by a Lender to Borrower under
ARTICLE II in the form of a Committed Loan or a Swing Line Loan.

         "Loan Documents" means this Agreement, each Note, the Agent Fee Letter,
each Collateral Document and the Guaranty.

         "Loan Parties" means, collectively, Borrower and each Person (other
than Agent or any Lender) executing a Loan Document including, without
limitation, each Guarantor and each Person executing a Collateral Document.

         "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities
(actual and contingent), condition (financial or otherwise) or prospects of
Borrower or Borrower and its Subsidiaries taken as a whole or the Collateral;
(b) a material impairment of the ability of any Loan Party to perform its
obligations under any Loan Document to which it is a party; or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability
against any Loan Party of any Loan Document to which it is a party.

         "Material Domestic Entity" means any Subsidiary of Borrower organized
under the laws of the United States that has revenue in excess of Five Million
Dollars ($5,000,000) in a fiscal year.

         "Material Foreign Entity" means any Subsidiary of Foreign Borrowers
organized under the laws of any jurisdiction other than the United States that
has revenue in excess of Five Million Dollars ($5,000,000) in a fiscal year.

         "Maturity Date" means July 31, 2005.

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

         "Note" means a promissory note made by Borrower in favor of a Lender
evidencing Loans made by such Lender, substantially in the form of Exhibit C;
"Notes" means collectively each Note, and any other promissory note which may
from time to time evidence all or any portion of the Obligations.

         "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document, Swap Contract or otherwise with respect to any Loan or Letter of
Credit, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising
and including interest and fees that accrue after the commencement by or against
any Loan Party or

                                       12
<PAGE>

any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.

         "Organization Documents" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation and operating agreement; and (c) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation and any agreement,
instrument, filing or notice with respect thereto filed in connection with its
formation or organization with the applicable Governmental Authority in the
jurisdiction of its formation or organization and, if applicable, any
certificate or articles of formation or organization of such entity.

         "Outstanding Amount" means (a) with respect to Committed Loans and
Swing Line Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of Committed
Loans and Swing Line Loans, as the case may be, occurring on such date; and (b)
with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Letters of Credit or any reductions in the
maximum amount available for drawing under Letters of Credit taking effect on
such date.

         "Participant" has the meaning specified in Section 10.7(d).

         "PBGC" means the Pension Benefit Guaranty Corporation.

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

         "Person" means any individual, trustee, corporation, general
partnership, limited partnership, limited liability company, joint stock
company, trust, unincorporated organization, bank, business association, firm,
joint venture or Governmental Authority.

         "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by Borrower or, with respect to any such plan
that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

         "Post Closing Items" has the meaning specified in Section 6.16.

         "Pro Rata Share" means, with respect to each Lender, at any time, a
fraction (expressed as a percentage), carried out to the ninth decimal place),
the numerator of which is the amount of the Commitment of such Lender at such
time and the denominator of which is the amount of the Aggregate Commitments at
such time; provided that if the commitment of each Lender to make Loans and the
obligation of Agent to make L/C Credit Extensions have been terminated pursuant
to Section 8.2, then the Pro Rata Share of each Lender shall be determined based
on the Pro Rata Share of such Lender immediately prior to such termination and
after giving effect to any

                                       13
<PAGE>

subsequent assignments made pursuant to Section 10.7. The initial Pro Rata Share
of each Lender is set forth opposite the name of such Lender on Schedule 2.1 or
in the Assignment and Assumption Agreement pursuant to which such Lender becomes
a party hereto, as applicable.

         "Register" has the meaning set forth in Section 10.7(c).

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

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

         "Required Lenders" means, as of any date of determination, if there are
two or less Lenders, than all Lenders, at all other times, Lenders having more
than 51% of the Aggregate Commitments or, if the commitment of each Lender to
make Loans and the obligation of Agent to make L/C Credit Extensions have been
terminated pursuant to Section 8.2, Lenders holding in the aggregate more than
51% of the Total Outstandings (with the aggregate amount of each Lender's risk
participation and funded participation in L/C Obligations and Swing Line Loans
being deemed "held" by such Lender for purposes of this definition); provided
that the Commitment of, and the portion of the Total Outstandings held or deemed
held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.

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

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any capital stock or
other equity interest of Borrower or any Subsidiary, or any payment (whether in
cash, securities or other property), including any sinking fund or similar
deposit on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other equity interest
or of any option, warrant or other right to acquire any such capital stock or
other equity interest.

         "Subordinated Liabilities" means liabilities subordinated to the
Obligations in a manner acceptable to Required Lenders in their sole discretion.

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

                                       14
<PAGE>

         "Swap Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement. Any and all Swap
Contracts, whether with Agent or any Lender, must be approved by the Agent.
Agent agrees to notify Lenders of any and all Swap Contracts approved by Agent.

         "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

         "Swing Line" means the uncommitted and discretionary revolving credit
facility made available by Agent pursuant to Section 2.4.

         "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant
to Section 2.4.

         "Swing Line Loan" has the meaning specified in Section 2.4(a).

         "Swing Line Loan Notice" means a notice of a Swing Line Borrowing
pursuant to Section 2.4(b), which, if in writing, shall be substantially in the
form of Exhibit B.

         "Swing Line Sublimit" means an amount equal to the lesser of (a) Two
Million Dollars ($2,000,000) and (b) the Aggregate Commitments. The Swing Line
Sublimit is part of, and not in addition to, the Aggregate Commitments.

         "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

         "Tangible Net Worth" means the value of total assets (including
leaseholds and leasehold improvements and reserves against assets but excluding
goodwill, patents, trademarks, trade names, organization expense, unamortized
debt discount and expense, capitalized or deferred research and development
costs, deferred marketing expenses, and other like intangibles, and

                                       15
<PAGE>

monies due from Affiliates, officers, directors, employees, shareholders,
members or managers) less Total Liabilities, including but not limited to
accrued and deferred income taxes.

         "Taxes" has the meaning specified in Section 3.1(a).

         "Threshold Amount" means Three Million Dollars ($3,000,000) in the
aggregate in any fiscal year.

         "Total Funded Debt" means as of the date of any measurement, the sum of
Domestic Debt and International Debt.

         "Total Liabilities" means the sum of current liabilities plus long term
liabilities.

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

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

         "Unfunded Pension Liability" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan's assets, determined in accordance with the assumptions
used for funding the Pension Plan pursuant to Section 412 of the Code for the
applicable plan year.

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

         "Unreimbursed Amount" has the meaning set forth in Section 2.3(c)(i).

         SECTION 1.2 OTHER INTERPRETIVE PROVISIONS.

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

         (a)      The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.

         (b)      (i) The words "herein", "hereto", "hereof" and "hereunder" and
words of similar import when used in any Loan Document shall refer to such Loan
Document as a whole and not to any particular provision thereof; (ii) Article,
Section, Exhibit and Schedule references are to the Loan Document in which such
reference appears; (iii) the term "including" is by way of example and not
limitation; and (iv) the term "documents" includes any and all instruments,
documents, agreements, certificates, notices, reports, financial statements and
other writings, however evidenced, whether in physical or electronic form.

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

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

         SECTION 1.3 ACCOUNTING TERMS.

         (a)      All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial

                                       16
<PAGE>

calculations) required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements, except as otherwise specifically prescribed
herein.

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

         SECTION 1.4 ROUNDING.

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

         SECTION 1.5 REFERENCES TO AGREEMENTS AND LAWS.

         Unless otherwise expressly provided herein, (a) references to
Organization Documents, agreements (including the Loan Documents) and other
contractual instruments shall be deemed to include all subsequent amendments,
restatements, extensions, supplements and other modifications thereto, but only
to the extent that such amendments, restatements, extensions, supplements and
other modifications are not prohibited by any Loan Document; and (b) references
to any Law shall include all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting such Law.

         SECTION 1.6 LETTER OF CREDIT AMOUNTS.

         Unless otherwise specified, all references herein to the amount of a
Letter of Credit at any time shall be deemed to mean the maximum face amount of
such Letter of Credit after giving effect to all increases thereof contemplated
by such Letter of Credit or the Letter of Credit Application, whether or not
such maximum face amount is in effect at such time.

                                   ARTICLE II
                     THE COMMITMENTS AND CREDIT EXTENSIONS.

         SECTION 2.1 COMMITTED LOANS.

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

                                       17
<PAGE>

Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C
Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all
Swing Line Loans shall not exceed such Lender's Commitment. Within the limits of
each Lender's Commitment, and subject to the other terms and conditions hereof,
Borrower may borrow under this Section 2.1, prepay under Section 2.5, and
reborrow under this Section 2.1. Neither Agent nor any Lender shall be
responsible for the Commitment of any other Lender, nor will the failure of any
Lender to perform its obligations under its Commitment in any way relieve any
other Lender from performing its obligations under its Commitment.

         (b)      Upon election made by the Borrower not more frequently than
semi-annually, provided, among other conditions, that no Default or Event of
Default exists or is continuing and no Default or Event of Default is created
under the documents evidencing and security the Foreign Credit Facility as a
result hereof and subject to compliance with each of the following conditions
precedent in a manner satisfactory in all respects to Lenders and Agent, the
Aggregate Commitments may be increased as follows:

                  (i)      Borrower shall have delivered to Lenders and Agent a
         financial statement as required pursuant to Section 6.1(a) or Section
         6.1(b) and the certificate required in pursuant to Section 6.2(b);

                  (ii)     EBITDA of the Borrower for the preceding twelve (12)
         month period as calculated based on the financial statements delivered
         pursuant to subsection (i) above, multiplied by two (2), equals a sum
         in excess of the Aggregate Commitments in effect prior to such test;

                  (iii)    Borrower notifies Lenders and Agent of the requested
         increase in the Aggregate Commitments (the "Aggregate Commitments
         Increase") not less than ten (10) days prior to the intended effective
         date of such increase;

                  (iv)     Borrower, Lenders and Agent execute documents to
         evidence the Aggregate Commitments Increase, including (A) Notes
         evidencing each Lender's Pro Rata Share of the Aggregate Commitments as
         increased by the Aggregate Commitments Increase, (B) an amendment to
         this Agreement to reflect the Aggregate Commitments as increased by the
         Aggregate Commitments Increase and any related modifications; (C) such
         other documents as Lenders and Agent may reasonably require;

                  (v)      the Foreign Credit Facility Aggregate Commitments
         shall be automatically and irrevocably reduced in an amount equal
         dollar for dollar to the Aggregate Commitments Increase (the "Foreign
         Credit Facility Decrease") and Borrower, Lenders and Agent execute
         documents to evidence the Foreign Credit Facility Decrease, including
         (A) Notes evidencing each Lender's Pro Rata Share of the Foreign Credit
         Facility Aggregate Commitments as decreased by the Foreign Credit
         Facility Decrease, (B) an amendment to the Foreign Credit Facility
         Agreement to reflect the Foreign Credit Facility Aggregate Commitments
         as decreased by the Foreign Credit Facility Decrease and any related
         modifications; (C) such other documents as Lenders and Agent may
         reasonably require;

                  (vi)     the Loans and Letters of Credit outstanding under the
         Foreign Credit Facility shall be repaid and/or cancelled as necessary
         to comply with the Foreign Credit

                                       18
<PAGE>

         Facility Aggregate Commitments, as decreased by the Foreign Credit
         Facility Decrease; and

                  (vii)    the maximum principal amount of the Foreign Credit
         Facility Aggregate Commitments and the Aggregate Commitments shall not
         exceed $65,000,000 in the aggregate.

         SECTION 2.2 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED
LOANS.

         (a)      Each Committed Borrowing and each continuation of Eurodollar
Rate Committed Loans shall be made upon Borrower's irrevocable notice to Agent,
which may be given by telephone. Each such notice must be received by Agent not
later than 11:00 a.m., New York time, four (4) Business Days prior to the
requested date of any Borrowing of or continuation of Eurodollar Rate Committed
Loans. Each telephonic notice by Borrower pursuant to this Section 2.2(a) must
be confirmed promptly by delivery to Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of Borrower. Except
as provided in Section 2.3(c) and Section 2.4(c), each Borrowing of or
continuation of Eurodollar Rate Committed Loans shall be in a principal amount
of $250,000 or a whole multiple of $100,000 in excess thereof. Each Committed
Loan Notice (whether telephonic or written) shall specify (i) whether Borrower
is requesting a Committed Borrowing or a continuation of Eurodollar Rate
Committed Loans, (ii) the requested date of the Borrowing or continuation, as
the case may be (which shall be a Business Day), (iii) the principal amount of
Committed Loans to be borrowed or continued, (iv) the duration of the Interest
Period with respect thereto, and (v) if requested by Agent or any Lender, the
purpose of the requested Borrowing. If Borrower fails to give a timely notice
requesting a continuation, then the applicable Committed Loans shall be made as
Eurodollar Rate Committed Loans with an Interest Period of one (1) month. Any
such automatic continuation of Eurodollar Rate Committed Loans shall be
effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurodollar Rate Committed Loans. If Borrower requests a
Borrowing of or continuation of Eurodollar Rate Committed Loans in any such
Committed Loan Notice, but fails to specify an Interest Period, it will be
deemed to have specified an Interest Period of one (1) month.

         (b)      Following receipt of a Committed Loan Notice, Agent shall
promptly notify each Lender of the amount of its Pro Rata Share of the
applicable Committed Loans, and if no timely notice of a continuation is
provided by Borrower, Agent shall notify each Lender of the details of any
automatic continuation of Eurodollar Rate Committed Loans described in the
preceding subsection. In the case of a Committed Borrowing, each Lender shall
make the amount of its Committed Loan available to Agent in immediately
available funds at Agent's Office not later than 1:00 p.m., New York time, on
the Business Day specified in the applicable Committed Loan Notice, provided
that such Lender has received notice from Agent of Borrower's request for such
Committed Borrowing. Upon satisfaction of the applicable conditions set forth in
Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section
4.1), Agent shall make all funds so received available to Borrower in like funds
as received by Agent either by (i) crediting the account of Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) Agent by Borrower; provided, however, that if, on the
date of the Committed Loan Notice with respect to such Borrowing is given by
Borrower there are L/C Borrowings

                                       19
<PAGE>

outstanding, then the proceeds of such Borrowing shall be applied, first, to the
payment in full of any such L/C Borrowings, and second, to Borrower as provided
above.

         (c)      Except as otherwise provided herein, a Eurodollar Rate
Committed Loan may be continued only on the last day of an Interest Period for
such Eurodollar Rate Committed Loan. During the existence of a Default, no Loans
may be requested as, converted to or continued as Eurodollar Rate Committed
Loans without the consent of the Required Lenders, and the Required Lenders may
demand that any or all of the then outstanding Eurodollar Rate Committed Loans
be converted immediately to accrue interest at the Base Rate and Borrower agrees
to pay all amounts due under Section 3.5 in accordance with the terms thereof
due to any such conversion.

         (d)      Agent shall promptly notify Borrower and Lenders of the
interest rate applicable to any Interest Period for Eurodollar Rate Committed
Loans upon determination of such interest rate. The determination of the
Eurodollar Rate by Agent shall be conclusive in the absence of manifest error.

         (e)      After giving effect to all Committed Borrowings, all
conversions of Committed Loans from one Type to the other, and all continuations
of Committed Loans as the same Type, there shall not be more than ten (10)
Interest Periods in effect with respect to Committed Loans.

         SECTION 2.3 LETTERS OF CREDIT.

         (a)      The Letter of Credit Commitment.

                  (i)      Subject to the terms and conditions set forth herein
         and as part of the Aggregate Commitments, (A) Agent agrees, in reliance
         upon the agreements of the other Lenders set forth in this Section 2.3:
         (1) from time to time on any Business Day during the period from the
         Closing Date until the Letter of Credit Expiration Date, to issue
         Letters of Credit for the account of Borrower, and to amend or renew
         Letters of Credit previously issued by it, in accordance with
         subsection (b) below, and (2) to honor drafts under the Letters of
         Credit; and (B) Lenders severally agree to participate in Letters of
         Credit issued for the account of Borrower; provided that Agent shall
         not be obligated to make any L/C Credit Extension with respect to any
         Letter of Credit, and no Lender shall be obligated to participate in,
         any Letter of Credit if as of the date of such L/C Credit Extension,
         (x) the Total Outstandings would exceed the Aggregate Commitments, (y)
         the aggregate Outstanding Amount of the Committed Loans of any Lender,
         plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C
         Obligations, plus such Lender's Pro Rata Share of the Outstanding
         Amount of all Swing Line Loans would exceed such Lender's Commitment,
         or (z) the Outstanding Amount of the L/C Obligations would exceed the
         Letter of Credit Sublimit. Within the foregoing limits, and subject to
         the terms and conditions hereof, Borrower's ability to obtain Letters
         of Credit shall be fully revolving, and accordingly Borrower may,
         during the foregoing period, obtain Letters of Credit to replace
         Letters of Credit that have expired or that have been drawn upon and
         reimbursed.

                  (ii)     Agent shall be under no obligation to issue any
         Letter of Credit if:

                           (A)      any order, judgment or decree of any
                  Governmental Authority or arbitrator shall by its terms
                  purport to enjoin or restrain Agent from issuing such Letter
                  of Credit, or any Law applicable to Agent or any request or
                  directive

                                       20
<PAGE>

                  (whether or not having the force of law) from any Governmental
                  Authority with jurisdiction over Agent shall prohibit, or
                  request that Agent refrain from, the issuance of letters of
                  credit generally or such Letter of Credit in particular or
                  shall impose upon Agent with respect to such Letter of Credit
                  any restriction, reserve or capital requirement (for which
                  Agent is not otherwise compensated hereunder) not in effect on
                  the Closing Date, or shall impose upon Agent any unreimbursed
                  loss, cost or expense which was not applicable on the Closing
                  Date and which Agent in good faith deems material to it;

                           (B)      the expiry date of such requested Letter of
                  Credit would occur more than twelve months after the date of
                  issuance, unless the Required Lenders have approved such
                  expiry date;

                           (C)      the expiry date of such requested Letter of
                  Credit would occur after the Letter of Credit Expiration Date,
                  unless all Lenders have approved such expiry date and the
                  Letter of Credit is fully collateralized in Agent's reasonable
                  opinion;

                           (D)      the issuance of such requested Letter of
                  Credit would violate one or more policies of Agent; or

                           (E)      such Letter of Credit is in an initial
                  amount less than $100,000, in the case of a commercial Letter
                  of Credit, or $250,000, in the case of a standby Letter of
                  Credit.

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

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

                  (i)      Each Letter of Credit shall be issued or amended, as
         the case may be, upon the request of Borrower delivered to Agent in the
         form of a Letter of Credit Application, appropriately completed and
         signed by a Responsible Officer of Borrower. Such Letter of Credit
         Application must be received by Agent not later than 11:00 a.m., New
         York time, at least two (2) Business Days (or such later date and time
         as Agent may agree in a particular instance in its sole discretion)
         prior to the proposed issuance date or date of amendment, as the case
         may be.

                  (ii)     Promptly after receipt of any Letter of Credit
         Application by Agent at the address set forth in Schedule 10.2 for
         receiving Letter of Credit Applications and related correspondence, if
         the requested issuance or amendment is permitted in accordance with the
         terms hereof, then, subject to the terms and conditions hereof, Agent
         shall, on the requested date, issue a Letter of Credit for the account
         of Borrower or enter into the applicable amendment, as the case may be,
         in each case in accordance with Agent's usual and customary business
         practices. Immediately upon the issuance of each Letter of Credit in
         accordance with the terms of this Agreement, each Lender shall be
         deemed to, and hereby irrevocably and unconditionally agrees to,
         purchase from Agent an undivided risk participation in such Letter of
         Credit and all related L/C Obligations in an amount

                                       21
<PAGE>

         equal to the product of such Lender's Pro Rata Share times the amount
         of such Letter of Credit.

                  (iii)    Promptly after its delivery of any Letter of Credit
         or any amendment to a Letter of Credit to an advising bank with respect
         thereto or to the beneficiary thereof, Agent will also deliver to
         Borrower a true and complete copy of such Letter of Credit or
         amendment.

                  (iv)     Agent shall give Lenders prompt notice of the
         issuance, material amendment or extension of each Letter of Credit.

         (c)      Drawings and Reimbursements; Funding of Participations.

                  (i)      Upon receipt from the beneficiary of any Letter of
         Credit of any notice of drawing under such Letter of Credit, Agent
         shall notify Borrower and Lenders thereof. Not later than 11:00 a.m.,
         New York time, on the date of any payment by Agent under a Letter of
         Credit (each such date, an "Honor Date"), Borrower shall reimburse
         Agent in an amount equal to the amount of such drawing. If Borrower
         fails to so reimburse Agent by such time, Agent shall promptly notify
         each Lender of the Honor Date, the amount of the unreimbursed drawing
         (the "Unreimbursed Amount"), and the amount of such Lender's Pro Rata
         Share thereof. In such event, Borrower shall be deemed to have
         requested a Committed Borrowing of Base Rate Loans to be disbursed on
         the Honor Date in an amount equal to the Unreimbursed Amount, subject
         to the amount of the unutilized portion of the Aggregate Commitments
         and the conditions set forth in Section 4.2 (other than the delivery of
         a Committed Loan Notice). Any notice given by Agent pursuant to this
         Section 2.3(c)(i) may be given by telephone if immediately confirmed in
         writing; provided that the lack of such an immediate confirmation shall
         not affect the conclusiveness or binding effect of such notice.

                  (ii)     Each Lender (including Agent in its capacity as a
         Lender) shall upon any notice pursuant to Section 2.3(c)(i) make funds
         available to Agent at Agent's Office in an amount equal to its Pro Rata
         Share of the Unreimbursed Amount not later than 1:00 p.m., New York
         time, on the Business Day specified in such notice by Agent, if such
         Lender has received notice from Agent of such Lender's Pro Rata Share
         of the Unreimbursed Amount, whereupon, subject to the provisions of
         Section 2.3(c)(iii), each Lender that so makes funds available shall be
         deemed to have made a Base Rate Committed Loan to Borrower in such
         amount.

                  (iii)    With respect to any Unreimbursed Amount that is not
         fully refinanced by a Committed Borrowing of Base Rate Loans because
         the conditions set forth in Section 4.2 cannot be satisfied or for any
         other reason, Borrower shall be deemed to have incurred from Agent an
         L/C Borrowing in the amount of the Unreimbursed Amount that is not so
         refinanced, which L/C Borrowing shall be due and payable on demand
         (together with interest) and shall bear interest at the Default Rate.
         In such event, each Lender's payment to Agent pursuant to Section
         2.3(c)(ii) shall be deemed payment in respect of its participation in
         such L/C Borrowing and shall constitute an L/C Advance from such Lender
         in satisfaction of its participation obligation under this Section 2.3.

                  (iv)     Until each Lender funds its Committed Loan or L/C
         Advance pursuant to this Section 2.3(c) to reimburse Agent for any
         amount drawn under any Letter of Credit,

                                       22
<PAGE>

         interest in respect of such Lender's Pro Rata Share of such amount
         shall be solely for the account of Agent.

                  (v)      Each Lender's obligation to make Committed Loans or
         L/C Advances to reimburse Agent for amounts drawn under Letters of
         Credit, as contemplated by this Section 2.3(c), shall be absolute and
         unconditional and shall not be affected by any circumstance, including
         (A) any set-off, counterclaim, recoupment, defense or other right which
         such Lender may have against Agent, Borrower or any other Person for
         any reason whatsoever; (B) the occurrence or continuance of a Default;
         or (C) any other occurrence, event or condition, whether or not similar
         to any of the foregoing; provided that all payments of such amounts by
         each Lender shall be without prejudice to the rights of each of the
         other Lenders with respect to Agent's gross negligence or willful
         misconduct. Any claim any Lender may have against Agent as a result of
         Agent's gross negligence or willful misconduct may be brought by such
         Lender in a separate action against Agent but may not be used as a
         defense to payment under the provisions of this Section. No Lender
         shall have any obligation to pay to Agent such Lender's Pro Rata Share
         of any L/C Obligations or Unreimbursed Amount if Borrower shall not be
         obligated to reimburse Agent for such unpaid L/C Obligations or
         Unreimbursed Amount because of Agent's wrongful payment under a Letter
         of Credit. No such making of an L/C Advance shall relieve or otherwise
         impair the obligation of Borrower to reimburse Agent for the amount of
         any payment made by Agent under any Letter of Credit, together with
         interest as provided herein.

                  (vi)     If any Lender fails to make available to Agent any
         amount required to be paid by such Lender pursuant to the foregoing
         provisions of this Section 2.3(c) by the time specified in Section
         2.3(c)(ii), Agent shall be entitled to recover from such Lender, on
         demand, such amount with interest thereon for the period from the date
         such payment is required to the date on which such payment is
         immediately available to Agent at a rate per annum equal to the Federal
         Funds Rate from time to time in effect. A certificate of Agent
         submitted to any Lender with respect to any amounts owing under this
         clause (vi) shall be conclusive absent manifest error.

         (d)      Repayment of Participations.

                  (i)      At any time after Agent has made a payment under any
         Letter of Credit and has received from any Lender such Lender's L/C
         Advance in respect of such payment in accordance with Section 2.3(c),
         if Agent receives any payment in respect of the related Unreimbursed
         Amount or interest thereon (whether directly from Borrower or
         otherwise, including proceeds of Cash Collateral applied thereto by
         Agent), Agent will distribute to such Lender its Pro Rata Share thereof
         (appropriately adjusted, in the case of interest payments, to reflect
         the period of time during which such Lender's L/C Advance was
         outstanding) in the same funds as those received by Agent.

                  (ii)     If any payment received by Agent pursuant to Section
         2.3(c)(i) is required to be returned under any of the circumstances
         described in Section 10.6 (including pursuant to any settlement entered
         into by Agent in its discretion, but excluding any payments that must
         be returned due to the gross negligence or willful misconduct of
         Agent), each Lender shall pay to Agent its Pro Rata Share thereof on
         demand of Agent, plus interest thereon from the date of such demand to
         the date such amount is returned by

                                       23
<PAGE>

         such Lender, at a rate per annum equal to the Federal Funds Rate from
         time to time in effect.

         (e)      Obligations Absolute. The obligation of Borrower to  reimburse
Agent for each drawing under each Letter of Credit, and to repay each L/C
Borrowing, shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including the following:

                  (i)      any lack of validity or enforceability of such Letter
         of Credit, this Agreement, or any other agreement or instrument
         relating thereto;

                  (ii)     the existence of any claim, counterclaim, set-off,
         defense or other right that Borrower may have at any time against any
         beneficiary or any transferee of such Letter of Credit (or any Person
         for whom any such beneficiary or any such transferee may be acting),
         Agent or any other Person, whether in connection with this Agreement,
         the transactions contemplated hereby or by such Letter of Credit or any
         agreement or instrument relating thereto, or any unrelated transaction;

                  (iii)    any draft, demand, certificate or other document
         presented under such Letter of Credit proving to be forged, fraudulent,
         invalid or insufficient in any respect or any statement therein being
         untrue or inaccurate in any respect; or any loss or delay in the
         transmission or otherwise of any document required in order to make a
         drawing under such Letter of Credit;

                  (iv)     any payment by Agent under such Letter of Credit
         against presentation of a draft or certificate that does not strictly
         comply with the terms of such Letter of Credit; or any payment made by
         Agent under such Letter of Credit to any Person purporting to be a
         trustee in bankruptcy, debtor-in-possession, assignee for the benefit
         of creditors, liquidator, receiver or other representative of or
         successor to any beneficiary or any transferee of such Letter of
         Credit, including any arising in connection with any proceeding under
         any Debtor Relief Law; or

                  (v)      any other circumstance or happening whatsoever,
         whether or not similar to any of the foregoing, including any other
         circumstance that might otherwise constitute a defense available to, or
         a discharge of, Borrower.

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

         (f)      Role of Agent. Each Lender and Borrower agree that, in paying
any drawing under a Letter of Credit, Agent shall not have any responsibility to
obtain any document (other than any sight draft, certificates and documents
expressly required by the Letter of Credit) or to ascertain or inquire as to the
validity or accuracy of any such document or the authority of the Person
executing or delivering any such document, except to the extent required by
applicable law. None of Agent, any Agent-Related Person nor any of the
respective correspondents, participants or assignees of Agent shall be liable to
any Lender for (i) any action taken or omitted in connection herewith at the
request or with the approval of Lenders or the Required Lenders, as applicable;
(ii) any action taken or omitted in the absence of gross negligence or willful

                                       24
<PAGE>

misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Letter of Credit Application. Borrower hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; provided, however, that this assumption is not intended to, and shall
not, preclude Borrower's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. None
of Agent, any Agent-Related Person, nor any of the respective correspondents,
participants or assignees of Agent, shall be liable or responsible for any of
the matters described in clauses (i) through (v) of Section 2.3(e); provided,
however, that anything in such clauses to the contrary notwithstanding, Borrower
may have a claim against Agent, and Agent may be liable to Borrower, to the
extent, but only to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by Borrower which Borrower proves were caused by
Agent's willful misconduct or gross negligence or Agent's willful failure to pay
under any Letter of Credit after the presentation to it by the beneficiary of a
sight draft and certificate(s) strictly complying with the terms and conditions
of such Letter of Credit. In furtherance and not in limitation of the foregoing,
Agent may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and Agent shall not be responsible for the validity
or sufficiency of any instrument transferring or assigning or purporting to
transfer or assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason.

         (g)      Cash Collateral. Upon the request of Agent, (i) if Agent has
honored any full or partial drawing request under any Letter of Credit and such
drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit
Expiration Date, any Letter of Credit may for any reason remain outstanding and
partially or wholly undrawn, Borrower shall immediately Cash Collateralize the
then Outstanding Amount of all L/C Obligations (in an amount equal to such
Outstanding Amount determined as of the date of such L/C Borrowing or the Letter
of Credit Expiration Date, as the case may be). For purposes hereof, "Cash
Collateralize" means to pledge and deposit with or deliver to Agent, for the
benefit of Agent, as issuer of Letters of Credit and to Agent for the ratable
benefit of Lenders, as collateral for the L/C Obligations, cash or deposit
account balances pursuant to documentation in form and substance satisfactory to
Agent (which documents are hereby consented to by Lenders). Derivatives of such
term have corresponding meanings. Borrower hereby grants to Agent, for the
benefit of Agent, as issuer of Letters of Credit and Agent for the ratable
benefit of Lenders, a security interest in all such cash, deposit accounts and
all balances therein and all proceeds of the foregoing. Cash collateral shall be
maintained in blocked, non-interest bearing deposit accounts at Bank of America.

         (h)      Applicability of ISP98 and UCP. Unless otherwise expressly
agreed by Agent and Borrower when a Letter of Credit is issued, (i) the rules of
the "International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce (the "ICC")
at the time of issuance (including the ICC decision published by the Commission
on Banking Technique and Practice on April 6, 1998 regarding the European single
currency (euro)) shall apply to each commercial Letter of Credit.

                                       25
<PAGE>

         (i)      Letter of Credit Fees. Borrower shall pay to Agent for the
ratable account of each Lender in accordance with its Pro Rata Share (i) a
Letter of Credit fee for each commercial Letter of Credit equal to the
Applicable Rate per annum times the daily maximum amount available to be drawn
under such letter of credit (whether or not such maximum amount is then in
effect under such Letter of Credit), and (ii) a letter of credit fee for each
standby Letter of Credit equal to the Applicable Rate times the daily maximum
amount available to be drawn under such Letter of Credit (whether or not such
maximum amount is then in effect under such Letter of Credit). Such letter of
credit fees shall be computed on a quarterly basis in arrears. Such letter of
credit fees shall be due and payable on the first Business Day after the end of
each March, June, September and December, commencing with the first such date to
occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand. If there is any change in the
Applicable Rate during any quarter, the actual daily amount of each Letter of
Credit shall be computed and multiplied by the Applicable Rate separately for
each period during such quarter that such Applicable Rate was in effect.

         (j)      Fronting Fee and Documentary and Processing Charges Payable to
Agent. Borrower shall pay directly to Agent for its own account a fronting fee
in the amount set forth in Agent Fee Letter, which fronting fee shall be payable
quarterly in arrears. In addition, Borrower shall pay directly to Agent for its
own account the customary issuance, presentation, amendment and other processing
fees, and other standard costs and charges, of Agent relating to letters of
credit as from time to time in effect. Such customary fees and standard costs
and charges are due and payable on demand and are nonrefundable.

         (k)      Conflict with Letter of Credit Application. In the event of
any conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

         SECTION 2.4 SWING LINE LOANS.

         (a)      The Swing Line. Subject to the terms and conditions set forth
herein, Agent agrees to consider in its sole and absolute discretion making
loans (each such loan, a "Swing Line Loan") to Borrower from time to time on any
Business Day during the Availability Period in an aggregate amount not to exceed
at any time outstanding the amount of the Swing Line Sublimit, notwithstanding
the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of
Outstanding Amount of Committed Loans and L/C Obligations of Agent in its
capacity as a Lender of Committed Loans, may exceed the amount of Agent's
Commitment in its capacity as a Lender; provided, however, that after giving
effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the
Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the
Committed Loans of any Lender, plus such Lender's Pro Rata Share of the
Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of
the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's
Commitment. The Swing Line is a discretionary, uncommitted facility and Agent
may terminate or suspend the Swing Line at any time in its sole discretion upon
notice to Borrower which notice may be given by Agent before or after Borrower
requests a Swing Line Loan hereunder. Each Swing Line Loan shall be a Base Rate
Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
Agent an undivided risk participation in such Swing Line Loan in an amount equal
to the product of such Lender's Pro Rata Share times the amount of such Swing
Line Loan. Swing Line Loans shall be used only for the purposes permitted for
Committed Loans under the terms of this Agreement.

                                       26
<PAGE>

         (b)      Borrowing Procedures. Each Swing Line Borrowing shall be made
upon Borrower's irrevocable notice to Agent, which may be given by telephone,
unless Agent has notified, or after receiving notice of a Swing Line Borrowing
notifies, Borrower that the Swing Line has been or is terminated or suspended as
provided in Section 2.4(a), Each such notice must be received by Agent not later
than 1:00 p.m., New York time, on the requested borrowing date, and shall
specify (i) the amount to be borrowed, which shall be a minimum of $50,000 or
multiple thereof, and (ii) the requested borrowing date, which shall be a
Business Day. Each such telephonic notice must be confirmed promptly by delivery
to Agent of a written Swing Line Loan Notice, appropriately completed and signed
by a Responsible Officer of Borrower. Unless one or more of the applicable
conditions specified in ARTICLE IV is not then satisfied or the Swing Line has
been or is terminated or suspended by Agent as provided above, then, subject to
the terms and conditions hereof, Agent will, not later than 3:00 p.m. New York
time, on the borrowing date specified in such Swing Line Loan Notice, make the
amount of its Swing Line Loan available to Borrower at its office by crediting
the account of Borrower on the books of Agent in immediately available funds.
Lenders agree that Agent may agree to modify the borrowing procedures used in
connection with the Swing Line in its discretion and without affecting any of
the obligations of Lenders hereunder.

         (c)      Refinancing of Swing Line Loans.

                  (i)      Agent at any time in its sole and absolute discretion
         (including if Agent has terminated or suspended the Swing Line as
         provided above) may request, on behalf of Borrower (which hereby
         irrevocably authorizes Agent to so request on its behalf), that each
         Lender make a Base Rate Committed Loan in an amount equal to such
         Lender's Pro Rata Share of the amount of Swing Line Loans then
         outstanding. Such request shall be made in writing (which written
         request shall be deemed to be a Committed Loan Notice for purposes
         hereof) and in accordance with the requirements of Section 2.2, without
         regard to the minimum and multiples specified therein for the principal
         amount of Base Rate Loans, but subject to the unutilized portion of the
         Aggregate Commitments and the conditions set forth in Section 4.2.
         Agent shall furnish Borrower with a copy of the applicable Committed
         Loan Notice. Each Lender shall make an amount equal to its Pro Rata
         Share of the amount specified in such Committed Loan Notice available
         to Agent in immediately available funds at Agent's Office not later
         than 1:00 p.m., New York time, on the day specified in such Committed
         Loan Notice if such Lender has received notice from Agent, whereupon,
         subject to Section 2.4(c)(ii), each Lender that so makes funds
         available shall be deemed to have made a Base Rate Committed Loan to
         Borrower in such amount.

                  (ii)     If for any reason any Swing Line Loan cannot be
         financed by such a Committed Borrowing in accordance with Section
         2.4(c)(i), the request for Base Rate Committed Loans submitted by Agent
         as set forth herein, shall be deemed to be a request by Agent that each
         of Lenders fund its risk participation in the relevant Swing Line Loan
         and each Lender's payment to Agent pursuant to Section 2.4(c)(i) shall
         be deemed payment in respect of such participation.

                  (iii)    If any Lender fails to make available to Agent any
         amount required to be paid by such Lender pursuant to the foregoing
         provisions of this Section 2.4(c) by the time specified in Section
         2.4(c)(i), Agent shall be entitled to recover from such Lender, on
         demand, such amount with interest thereon for the period from the date
         such payment

                                       27
<PAGE>

         is required to the date on which such payment is immediately available
         to Agent at a rate per annum equal to the Federal Funds Rate from time
         to time in effect. A certificate of Agent submitted to any Lender with
         respect to any amounts owing under this clause (iii) shall be
         conclusive absent manifest error.

                  (iv)     Each Lender's obligation to make Committed Loans or
         to purchase and fund risk participations in Swing Line Loans pursuant
         to this Section 2.4(c) shall be absolute and unconditional and shall
         not be affected by any circumstance, including (A) any set-off,
         counterclaim, recoupment, defense or other right which such Lender may
         have against Agent, Borrower or any other Person for any reason
         whatsoever, (B) the occurrence or continuance of a Default , or (C) any
         other occurrence, event or condition, whether or not similar to any of
         the foregoing ; provided, however, that all payments of such amounts by
         any Lender shall be without prejudice to the rights of each of the
         other Lenders with respect to Agent's gross negligence or willful
         misconduct. Any claim any Lender may have against Agent as a result of
         Agent's gross negligence or willful misconduct may be brought by such
         Lender in a separate action against Agent but may not be used as a
         defense to payment under the provisions of this Section. . No such
         funding of risk participations shall relieve or otherwise impair the
         obligation of Borrower to repay Swing Line Loans, together with
         interest as provided herein.

         (d)      Repayment of Participations.

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

                  (ii)     If any payment received by Agent in respect of
         principal or interest on any Swing Line Loan is required to be returned
         by Agent under any of the circumstances described in Section 10.6
         (including pursuant to any settlement entered into by Agent in its
         discretion), each Lender shall pay to Agent its Pro Rata Share thereof
         on demand of Agent, plus interest thereon from the date of such demand
         to the date such amount is returned, at a rate per annum equal to the
         Federal Funds Rate.

         (e)      Interest for Account of Agent. Agent shall be responsible for
invoicing Borrower for interest on the Swing Line Loans and interest shall be
paid in accordance with Section 2.8. Until each Lender funds its Base Rate
Committed Loan or risk participation pursuant to this Section 2.4 to refinance
such Lender's Pro Rata Share of any Swing Line Loan, interest in respect of such
Pro Rata Share shall be solely for the account of Agent.

         SECTION 2.5 PREPAYMENTS.

         (a)      Borrower may, upon notice to Agent, at any time or from time
to time voluntarily prepay Committed Loans in whole or in part without premium
or penalty; provided that (i) such notice must be received by Agent not later
than 11:00 a.m., New York time, (A) three (3) Business Days prior to any date of
prepayment of Eurodollar Rate Committed Loans, and (B) on the date of prepayment
of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed
Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000
in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall
be in a principal amount of $250,000 or a whole multiple of $100,000 in

                                       28
<PAGE>

excess thereof, or, in each case, if less, the entire principal amount thereof
then outstanding. Each such notice shall specify the date and amount of such
prepayment and the Type(s) of Committed Loans to be prepaid. Agent will promptly
notify each Lender of its receipt of each such notice, and of the amount of such
Lender's Pro Rata Share of such prepayment. If such notice is given by Borrower,
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein. Any prepayment of
a Eurodollar Rate Committed Loan shall be accompanied by all accrued interest
thereon, together with any additional amounts required pursuant to Section 3.5.
Each such prepayment shall be applied to the Committed Loans of Lenders in
accordance with their respective Pro Rata Shares.

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

         (c)      If for any reason the Total Outstandings at any time exceed
the Aggregate Commitments then in effect, Borrower shall immediately prepay
Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal
to such excess.

         SECTION 2.6 REDUCTION OR TERMINATION OF COMMITMENTS.

         Borrower may, upon notice to Agent, terminate the Aggregate
Commitments, or from time to time permanently reduce the Aggregate Commitments;
provided that (i) any such notice shall be received by Agent not later than
11:00 a.m., five (5) Business Days prior to the date of termination or
reduction, (ii) any such partial reduction shall be in an aggregate amount of
$5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) Borrower
shall not terminate or reduce the Aggregate Commitments if, after giving effect
thereto and to any concurrent prepayments hereunder, the Total Outstandings
would exceed the Aggregate Commitments and (iv) if, after giving effect to any
reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the
Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such
Sublimit shall be automatically reduced by the amount of such excess. Agent will
promptly notify Lenders of any such notice of termination or reduction of the
Aggregate Commitments. Once reduced in accordance with this Section, the
Aggregate Commitments may not be increased. Any reduction of the Aggregate
Commitments shall be applied to the Commitment of each Lender according to its
Pro Rata Share. All Commitment fees accrued until the effective date of any
termination of the Aggregate Commitments shall be paid on the effective date of
such termination.

         SECTION 2.7 REPAYMENT OF LOANS.

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

         (b)      Borrower shall repay to Agent each Swing Line Loan on the
Maturity Date.

                                       29
<PAGE>

         SECTION 2.8 INTEREST.

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

         (b)      If any amount payable by Borrower under any Loan Document is
not paid when due (without regard to any applicable grace periods), whether at
stated maturity by acceleration or otherwise, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws. Furthermore,
while any Event of Default exists (or after acceleration), Borrower shall pay
interest on the principal amount of all outstanding Obligations at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest
extent permitted by applicable Laws. Accrued and unpaid interest on past due
amounts (including interest on past due interest) shall be due and payable upon
demand.

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

         SECTION 2.9 FEES.

         In addition to certain fees described in subsections (i) and (j) of
Section 2.3:

         (a)      Commitment Fee. Borrower shall pay to Agent for the ratable
account of each Lender in accordance with its Pro Rata Share, a commitment fee
equal to the Applicable Rate times the actual daily amount by which the
Aggregate Commitments exceed the sum of (i) the Outstanding Amount of Committed
Loans and (ii) the Outstanding Amount of L/C Obligations. The commitment fee
shall accrue at all times during the Availability Period, including at any time
during which one or more conditions in ARTICLE IV is not met, and shall be due
and payable quarterly in arrears on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
Closing Date, and on the Maturity Date. The commitment fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate during
any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect. Notwithstanding the preceding, the Borrower
agrees that the commitment fee will be calculated at pricing Level 1 from the
Closing Date through December 31, 2003. Borrower acknowledges that Swing Line
Loans outstanding from time to time are not considered Committed Loans in
calculating the commitment fee.

         (b)      Agency Fees. Borrower shall pay an agency fee to Agent for
Agent's own account, in the amounts and at the times specified in the letter
agreement, dated April 30, 2003

                                       30
<PAGE>

(the "Agent Fee Letter"), between Borrower and Agent. Such fees shall be fully
earned when paid and shall be nonrefundable for any reason whatsoever.

         (c)      Lenders' Upfront Fee. On the Closing Date, Borrower shall pay
to Agent, for the ratable account of each Lender in accordance with their
respective Pro Rata Shares, an upfront fee in an amount equal to twenty (20)
basis points of the Aggregate Commitments. Such upfront fees are for the credit
facilities committed by Lenders under this Agreement and are fully earned on the
date paid. The upfront fee paid to each Lender is solely for its own account and
is nonrefundable for any reason whatsoever.

         SECTION 2.10 COMPUTATION OF INTEREST AND FEES.

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

         SECTION 2.11 EVIDENCE OF DEBT.

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

         (b)      In addition to the accounts and records referred to in
subsection (a), each Lender and Agent shall maintain in accordance with its
usual practice accounts or records evidencing the purchases and sales by such
Lender of participations in Letters of Credit and Swing Line Loans. In the event
of any conflict between the accounts and records maintained by Agent and the
accounts and records of any Lender in respect of such matters, the accounts and
records of Agent shall control in the absence of manifest error.

         SECTION 2.12 PAYMENTS GENERALLY.

         (a)      All payments to be made by Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by Borrower
hereunder shall be made to Agent, for the account of

                                       31
<PAGE>

the respective Lenders to which such payment is owed, at Agent's Office in
Dollars and in immediately available funds not later than 12:00 noon, New York
time, on the date specified herein. Agent will promptly distribute to each
Lender its Pro Rata Share (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender's Lending
Office. All payments received by Agent after 12:00 noon, New York time, shall be
deemed received on the next succeeding Business Day and any applicable interest
or fee shall continue to accrue.

         (b)      If any payment to be made by Borrower shall come due on a day
other than a Business Day, payment shall be made on the next following Business
Day, and such extension of time shall be reflected in computing interest or
fees, as the case may be.

         (c)      Unless Borrower or any Lender has notified Agent, prior to the
date any payment is required to be made by it to Agent hereunder, that Borrower
or such Lender, as the case may be, will not make such payment, Agent may assume
that Borrower or such Lender, as the case may be, has timely made such payment
and may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to Agent in immediately available funds, then:

                  (i)      if Borrower failed to make such payment, each Lender
         shall forthwith on demand repay to Agent the portion of such assumed
         payment that was made available to such Lender in immediately available
         funds, together with interest thereon in respect of each day from and
         including the date such amount was made available by Agent to such
         Lender to the date such amount is repaid to Agent in immediately
         available funds, at the Federal Funds Rate from time to time in effect;
         and

                  (ii)     if any Lender failed to make such payment, such
         Lender shall forthwith on demand pay to Agent the amount thereof in
         immediately available funds, together with interest thereon for the
         period from the date such amount was made available by Agent to
         Borrower to the date such amount is recovered by Agent (the
         "Compensation Period") at a rate per annum equal to the Federal Funds
         Rate from time to time in effect. If such Lender pays such amount to
         Agent, then such amount shall constitute such Lender's Committed Loan
         included in the applicable Borrowing. If such Lender does not pay such
         amount forthwith upon Agent's demand, Agent may make a demand upon
         Borrower, and Borrower shall pay such amount to Agent, together with
         interest thereon for the Compensation Period at a rate per annum equal
         to the rate of interest applicable to the applicable Borrowing. Nothing
         herein shall be deemed to relieve any Lender from its obligation to
         fulfill its Commitment or to prejudice any rights which Agent or
         Borrower may have against any Lender as a result of any default by such
         Lender hereunder.

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

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

                                       32
<PAGE>

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

         (f)      Nothing herein shall be deemed to obligate any Lender to
obtain the funds for any Loan in any particular place or manner or to constitute
a representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

         SECTION 2.13 SHARING OF PAYMENTS.

         If, other than as expressly provided elsewhere herein, any Lender shall
obtain on account of Committed Loans made by it, or the participations in L/C
Obligations or in Swing Line Loans held by it, any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) in
excess of its ratable share (or other share contemplated hereunder) thereof,
such Lender shall immediately (a) notify Agent of such fact, and (b) purchase
from the other Lenders such participations in the Committed Loans made by them
and/or such subparticipations in the participations in L/C Obligations or Swing
Line Loans held by them, as the case may be, as shall be necessary to cause such
purchasing Lender to share the excess payment in respect of such Committed Loans
or such participations, as the case may be, pro rata with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from the purchasing Lender under any of the circumstances
described in Section 10.6 (including pursuant to any settlement entered into by
the purchasing Lender in its discretion), such purchase shall to that extent be
rescinded and each other Lender shall repay to the purchasing Lender the
purchase price paid, together with an amount equal to such paying Lender's
ratable share (according to the proportion of (i) the amount of such paying
Lender's required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered, without further
interest thereon. Borrower agrees that any Lender so purchasing a participation
from another Lender may, to the fullest extent permitted by law, exercise all
its rights of payment (including the right of set-off, but subject to Section
10.9) with respect to such participation as fully as if such Lender were the
direct creditor of Borrower in the amount of such participation. Agent will keep
records (which shall be conclusive and binding in the absence of manifest error)
of participations purchased under this Section and will in each case notify
Lenders following any such purchases or repayments. Each Lender that purchases a
participation pursuant to this Section shall from and after such purchase have
the right to give all notices, requests, demands, directions and other
communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

         SECTION 2.14 GUARANTY.

         (a)      Each Borrower hereby unconditionally and irrevocably,
guarantees to Agent and Lenders:

                  (i)      the due and punctual payment in full (and not merely
         the collectibility) by each Borrower of the Obligations, including
         unpaid and accrued interest thereon, in each

                                       33
<PAGE>

         case when due and payable, all according to the terms of this
         Agreement, the Notes and the other Loan Documents;

                  (ii)     the due and punctual payment in full (and not merely
         the collectibility) by each of the Borrower of all other sums and
         charges which may at any time be due and payable in accordance with
         this Agreement, the Notes or any of the other Loan Documents;

                  (iii)    the due and punctual performance by each Borrower of
         all of the other terms, covenants and conditions contained in the Loan
         Documents; and

                  (iv)     all the other Obligations of each Borrower.

         (b)      The obligations and liabilities of each Borrower as a
guarantor under this Section shall be absolute and unconditional and joint and
several, irrespective of the genuineness, validity, priority, regularity or
enforceability of this Agreement, any of the Notes or any of the Loan Documents
or any other circumstance which might otherwise constitute a legal or equitable
discharge of a surety or guarantor. Each Borrower solely in its capacity as a
guarantor (and not in its capacity as a Borrower hereunder)expressly agrees that
the Agent and Lenders may, in their sole and absolute discretion, without notice
to or further assent of such Borrower and without in any way releasing,
affecting or in any way impairing the joint and several obligations and
liabilities of such Borrower as a guarantor hereunder:

                  (i)      waive compliance with, or any defaults under, or
         grant any other indulgences under or with respect to any of the Loan
         Documents;

                  (ii)     modify, amend, change or terminate any provisions of
         any of the Loan Documents;

                  (iii)    grant extensions or renewals of or with respect to
         the Commitments, the Notes or any of the other Loan Documents;

                  (iv)     effect any release, subordination, compromise or
         settlement in connection with this Agreement, any of the Notes or any
         of the other Loan Documents;

                  (v)      agree to the substitution, exchange, release or other
         disposition of the Collateral or any part thereof, or any other
         collateral for the Commitments or to the subordination of any lien or
         security interest therein;

                  (vi)     make advances for the purpose of performing any term,
         provision or covenant contained in this Agreement, any of the Notes or
         any of the other Loan Documents with respect to which any Borrower
         shall then be in default;

                  (vii)    make future advances pursuant to this Agreement or
         any of the other Loan Documents;

                  (viii)   assign, pledge, hypothecate or otherwise transfer the
         Commitments, the Obligations, the Notes, any of the other Loan
         Documents or any interest therein, all as and to the extent permitted
         by the provisions of this Agreement;

                  (ix)     deal in all respects with the Borrower as if this
         Section were not in effect;

                                       34
<PAGE>

                  (x)      effect any release, compromise or settlement with any
         of the Borrower, whether in their capacity as a Borrower or as a
         guarantor under this Section, or any other guarantor; and

                  (xi)     provide debtor-in-possession financing or allow use
         of cash collateral in proceedings under the Bankruptcy Code, it being
         expressly agreed by each Borrower that any such financing and/or use
         would be part of the Obligations.

         (c)      The obligations and liabilities of each Borrower, as guarantor
under this Section, shall be primary, direct and immediate, shall not be subject
to any counterclaim, recoupment, set off, reduction or defense based upon any
claim that a Borrower may have against any one or more of the other Borrower,
Agent, any one or more of Lenders and/or any other guarantor and shall not be
conditional or contingent upon pursuit or enforcement by Agent or other Lenders
of any remedies it may have against Borrower with respect to this Agreement, the
Notes or any of the other Loan Documents, whether pursuant to the terms thereof
or by operation of law. Without limiting the generality of the foregoing, Agent
and Lenders shall not be required to make any demand upon any of Borrower, or to
sell the Collateral or otherwise pursue, enforce or exhaust its or their
remedies against Borrower or the Collateral either before, concurrently with or
after pursuing or enforcing its rights and remedies hereunder. Any one or more
successive or concurrent actions or proceedings may be brought against each
Borrower under this Section, either in the same action, if any, brought against
any one or more of Borrower or in separate actions or proceedings, as often as
Agent may deem expedient or advisable. Without limiting the foregoing, it is
specifically understood that any modification, limitation or discharge of any of
the liabilities or obligations of any one or more of Borrower, any other
guarantor or any obligor under any of the Loan Documents, arising out of, or by
virtue of, any bankruptcy, arrangement, reorganization or similar proceeding for
relief of debtors under federal or state law initiated by or against any one or
more of Borrower, in their respective capacities as borrowers and guarantors
under this Section, or under any of the Loan Documents shall not modify, limit,
lessen, reduce, impair, discharge, or otherwise affect the liability of each
Borrower under this Section in any manner whatsoever, and this Section shall
remain and continue in full force and effect. It is the intent and purpose of
this Section that each Borrower shall and does hereby waive all rights and
benefits which might accrue to any other guarantor by reason of any such
proceeding, and each Borrower agrees that it shall be liable for the full amount
of the obligations and liabilities under this Section, regardless of, and
irrespective to, any modification, limitation or discharge of the liability of
any one or more of Borrower, any other guarantor or any obligor under any of the
Loan Documents, that may result from any such proceedings.

         (d)      Each Borrower, solely as guarantor under this Section (and not
in its capacity as a Borrower hereunder), hereby unconditionally, jointly and
severally, irrevocably and expressly waives:

                  (i)      presentment and demand for payment of the Obligations
         and protest of non-payment;

                  (ii)     notice of acceptance of this Section and of
         presentment, demand and protest thereof;

                  (iii)    notice of any default hereunder or under the Notes or
         any of the other Loan Documents and notice of all indulgences;

                                       35
<PAGE>

                  (iv)     notice of any increase in the amount of any portion
         of or all of the indebtedness guaranteed by this Section;

                  (v)      demand for observance, performance or enforcement of
         any of the terms or provisions of this Section, the Notes or any of the
         other Loan Documents;

                  (vi)     all errors and omissions in connection with Agent's
         administration of all indebtedness guaranteed by this Section, except
         errors and omissions resulting from acts of bad faith;

                  (vii)    any right or claim of right to cause a marshalling of
         the assets of any one or more of the other Borrower;

                  (viii)   any act or omission of Agent or Lenders which changes
         the scope of the risk as guarantor hereunder; and

                  (ix)     all other notices and demands otherwise required by
         law which Borrower may lawfully waive.

         Within ten (10) days following any request of Agent so to do, each
Borrower will furnish Agent and Lenders and such other persons as Agent may
direct with a written certificate, duly acknowledged stating in detail whether
or not any credits, offsets or defenses exist with respect to this Section.

                                  ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         SECTION 3.1 TAXES.

         (a)      Any and all payments by Borrower to or for the account of
Agent or any Lender under any Loan Document shall be made free and clear of and
without deduction for any and all present or future taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and all
liabilities with respect thereto, excluding, in the case of Agent and each
Lender, taxes imposed on or measured by its overall net income, and franchise
taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) under the Laws of which Agent or such Lender, as
the case may be, is organized or maintains a lending office (all such
non-excluded taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and liabilities being hereinafter referred to
as "Taxes"). If Borrower shall be required by any Laws to deduct any Taxes from
or in respect of any sum payable under any Loan Document to Agent or any Lender,
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section), each of Agent and such Lender receives an amount equal to
the sum it would have received had no such deductions been made, (ii) Borrower
shall make such deductions, (iii) Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with applicable
Laws, and (iv) within 30 days after the date of such payment, Borrower shall
furnish to Agent (which shall forward the same to such Lender) the original or a
certified copy of a receipt evidencing payment thereof.

         (b)      In addition, Borrower agrees to pay any and all present or
future stamp, court or documentary taxes and any other excise or property taxes
or charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery,

                                       36
<PAGE>

performance, enforcement or registration of, or otherwise with respect to, any
Loan Document (hereinafter referred to as "Other Taxes").

         (c)      If Borrower shall be required to deduct or pay any Taxes or
Other Taxes from or in respect of any sum payable under any Loan Document to
Agent or any Lender, Borrower shall also pay to Agent or to such Lender, at the
time interest is paid, such additional amount that Agent or such Lender
specifies is necessary to preserve the after-tax yield (after factoring in all
taxes, including taxes imposed on or measured by net income) that Agent or such
Lender would have received if such Taxes or Other Taxes had not been imposed.

         (d)      Borrower agrees to indemnify Agent and each Lender for (i) the
full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed
or asserted by any jurisdiction on amounts payable under this Section) paid by
Agent and such Lender, (ii) amounts payable under Section 3.1(c) and (iii) any
liability (including additions to tax, penalties, interest and expenses) arising
therefrom or with respect thereto, in each case whether or not such Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. Payment under this subsection (d) shall be made within
30 days after the date Lender or Agent makes a demand.

         SECTION 3.2 ILLEGALITY.

         If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurodollar Rate Committed
Loans, or to determine or charge interest rates based upon the Eurodollar Rate,
then, on notice thereof by such Lender to Borrower through Agent, any obligation
of such Lender to make or continue Eurodollar Rate Committed Loans or to convert
Base Rate Committed Loans to Eurodollar Rate Committed Loans shall be suspended
until such Lender notifies Agent and Borrower that the circumstances giving rise
to such determination no longer exist. Upon receipt of such notice, Borrower
shall, upon demand from such Lender (with a copy to Agent), prepay or, if
applicable, convert all Eurodollar Rate Committed Loans of such Lender to Base
Rate Loans, either on the last day of the Interest Period, if such Lender may
lawfully continue to maintain such Eurodollar Rate Committed Loans to such day,
or immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Committed Loans. Upon any such prepayment or conversion,
Borrower shall also pay accrued interest on the amount so prepaid or converted
and all amounts due under Section 3.5 in accordance with the terms thereof due
to such prepayment or conversion. Each Lender agrees to designate a different
Lending Office if such designation will avoid the need for such notice and will
not, in the good faith judgment of such Lender, otherwise be materially
disadvantageous to such Lender.

         SECTION 3.3 INABILITY TO DETERMINE RATES.

         If Agent determines in connection with any request for a Eurodollar
Rate Committed Loan or a conversion to or continuation thereof for any reason
that (a) Dollar deposits are not being offered to banks in the London interbank
eurodollar market for the applicable amount and Interest Period of such
Eurodollar Rate Committed Loan, (b) adequate and reasonable means do not exist
for determining the Eurodollar Rate for any requested Interest Period with
respect to a proposed Eurodollar Rate Committed Loan, or (c) the Eurodollar Rate
for any requested Interest Period with respect to a proposed Eurodollar Rate
Committed Loan does not adequately and fairly reflect the cost to Lenders of
funding such Eurodollar Rate Committed Loan, Agent will

                                       37
<PAGE>

promptly so notify Borrower and all Lenders. Thereafter, the obligation of
Lenders to make or maintain Eurodollar Rate Committed Loans shall be suspended
until Agent revokes such notice. Upon receipt of such notice, Borrower may
revoke any pending request for a Borrowing of, conversion to or continuation of
Eurodollar Rate Committed Loans or, failing that, will be deemed to have
converted such request into a request for a Committed Borrowing of Base Rate
Loans in the amount specified therein.

         SECTION 3.4 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY;
RESERVES ON EURODOLLAR RATE COMMITTED LOANS.

         (a)      If any Lender determines that as a result of the introduction
of or any change in or in the interpretation of any Law, or such Lender's
compliance therewith, there shall be any increase in the cost to such Lender of
agreeing to make or making, funding or maintaining Eurodollar Rate Committed
Loans or (as the case may be) issuing or participating in Letters of Credit, or
a reduction in the amount received or receivable by such Lender in connection
with any of the foregoing (excluding for purposes of this subsection (a) any
such increased costs or reduction in amount resulting from (i) Taxes or Other
Taxes (as to which Section 3.1 shall govern), (ii) changes in the basis of
taxation of overall net income or overall gross income by the United States or
any foreign jurisdiction or any political subdivision of either thereof under
the Laws of which such Lender is organized or has its Lending Office, and (iii)
reserve requirements utilized, as to Eurodollar Rate Committed Loans, in the
determination of the Eurodollar Rate), then from time to time upon demand of
such Lender (with a copy of such demand to Agent), Borrower shall pay to such
Lender such additional amounts as will compensate such Lender for such increased
cost or reduction, provided that the Borrower shall not be required to
compensate a Lender pursuant to this Section 3.4(a) for any increased costs or
reductions incurred more than 180 days prior to the date such Lender notifies
the Borrower of such change in Law or interpretation of Law and of such Lender's
intention to claim compensation therefor.

         (b)      If any Lender determines that the introduction of any Law
regarding capital adequacy or any change therein or in the interpretation
thereof, or compliance by such Lender (or its Lending Office) therewith, has the
effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of such Lender's
obligations hereunder (taking into consideration its policies with respect to
capital adequacy and such Lender's desired return on capital), then from time to
time upon demand of such Lender (with a copy of such demand to Agent), Borrower
shall pay to such Lender such additional amounts as will compensate such Lender
for such reduction.

         SECTION 3.5 FUNDING LOSSES.

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

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

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

                                       38
<PAGE>

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
Borrower shall also pay any customary administrative fees charged by such Lender
in connection with the foregoing.

         For purposes of calculating amounts payable by Borrower to Lenders
under this Section 3.5, each Lender shall be deemed to have funded each
Eurodollar Rate Committed Loan made by it at the Eurodollar Base Rate or London
Interbank Offered Rate used in determining the Eurodollar Rate for such Loan by
a matching deposit or other borrowing in the London interbank eurodollar market
for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Committed Loan was in fact so funded.

         SECTION 3.6 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

         A certificate of Agent or any Lender claiming compensation under this
ARTICLE III and setting forth the calculation of the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, Agent or such Lender may use any
reasonable averaging and attribution methods.

         SECTION 3.7 SURVIVAL.

         All of Borrower's obligations under this ARTICLE III shall survive
termination of the Aggregate Commitments and repayment of all other Obligations
hereunder.

                                   ARTICLE IV
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         SECTION 4.1 CONDITIONS OF INITIAL CREDIT EXTENSION.

         The obligation of each Lender to make its initial Credit Extension
hereunder is subject to satisfaction of the following conditions precedent:

         (a)      Agent's receipt of the following, each of which shall be
originals or facsimiles (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the signing Loan
Party, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to Agent and its legal counsel:

                  (i)      executed counterparts of this Agreement, all
         Collateral Documents and the Guaranty, sufficient in number for
         distribution to Agent, each Lender and Borrower;

                  (ii)     a Note executed by Borrower in favor of each Lender
         requesting a Note;

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

                  (iv)     such documents and certificates as Agent may
         reasonably require to evidence that each Loan Party is duly organized
         or formed and that each Borrower and each Guarantor is, validly
         existing, in good standing and qualified to engage in business in each
         jurisdiction where its ownership, lease or operation of properties or
         the conduct of

                                       39
<PAGE>

         its business requires such qualification, except to the extent that
         failure to do so could not reasonably be expected to have a Material
         Adverse Effect;

                  (v)      favorable opinions of counsel to the Loan Parties
         designated by Agent and in form and substance acceptable to Agent in
         its reasonable discretion, addressed to Agent and each Lender, as to
         such matters concerning the Loan Parties and the Loan Documents in form
         and substance satisfactory to Agent;

                  (vi)     a certificate of a Responsible Officer of each Loan
         Party designated by Agent either (A) attaching copies of all consents,
         licenses and approvals required in connection with the execution,
         delivery and performance by such Loan Party and the validity against
         such Loan Party of the Loan Documents to which it is a party, and such
         consents, licenses and approvals shall be in full force and effect, or
         (B) stating that no such consents, licenses or approvals are so
         required;

                  (vii)    a certificate signed by a Responsible Officer of
         Borrower certifying (A) that the conditions specified in Section 4.2(a)
         and Section 4.2(b) have been satisfied, (B) that there has been no
         event or circumstance since the date of the Audited Financial that has
         had or could reasonably be expected to have a Material Adverse Effect,
         and (C) a calculation of the financial covenants set forth in Section
         6.12 as of the last day of the fiscal quarter of Borrower most recently
         ended prior to the Closing Date;

                  (viii)   evidence that all insurance required to be maintained
         pursuant to the Loan Documents has been obtained and is in effect; and

                  (ix)     such other assurances, certificates, documents,
         consents, evidence of perfection of all Liens securing the Obligations
         or opinions as Agent or the Required Lenders reasonably may require.

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

         (c)      Unless waived by Agent, Borrower shall have paid all Attorney
Costs of Agent to the extent invoiced prior to or on the Closing Date, plus such
additional amounts of Attorney Costs as shall constitute its reasonable estimate
of Attorney Costs incurred or to be incurred by it through the closing
proceedings.

         (d)      The Closing Date shall have occurred on or before July __,
2003.

         SECTION 4.2 CONDITIONS TO ALL CREDIT EXTENSIONS AND CONVERSIONS AND
CONTINUATIONS.

         The obligation of each Lender to honor any Request for Credit Extension
is subject to the following conditions precedent:

         (a)      The representations and warranties of Borrower and each other
Loan Party contained in ARTICLE V or any other Loan Document, or which are
contained in any document furnished at any time under or in connection herewith,
shall be true and correct on and as of the date of such Credit Extension,
conversion or continuation, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be
true and correct as of such earlier date, and except that for purposes of this
Section 4.2, the representations and warranties contained in subsections (a) and
(b) of Section 5.5 shall be deemed to refer to the most recent statements
furnished pursuant to clauses (a) and (b), respectively, of Section 6.1.

                                       40
<PAGE>

         (b)      No Default shall exist, or would result from such proposed
Credit Extension, conversion or continuation.

         (c)      Agent shall have received a Request for Credit Extension in
accordance with the requirements hereof.

         (d)      Agent shall have received, in form and substance satisfactory
to it, such other assurances, certificates, documents or consents related to the
foregoing as Agent or the Required Lenders reasonably may require.

         Each Request for Credit Extension submitted by Borrower shall be deemed
to be a representation and warranty that the conditions specified in (a) and (b)
have been satisfied on and as of the date of the applicable Credit Extension.

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         Borrower represents and warrants to Agent and Lenders that:

         SECTION 5.1 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS.

         Each Loan Party (a) is duly organized or formed, validly existing and
in good standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own its
assets and carry on its business and (ii) execute, deliver, and perform its
obligations under the Loan Documents to which it is a party, and (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or licenses, except in each
case referred to in clause (b)(i) or (c), to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect.

         SECTION 5.2 AUTHORIZATION; NO CONTRAVENTION.

         The execution, delivery and performance by each Loan Party of each Loan
Document to which such Person is party, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a)
contravene the terms of any of such Person's Organization Documents; (b)
conflict with or result in any breach or contravention of, or the creation of
any Lien under, (i) any Contractual Obligation to which such Person is a party
or (ii) any order, injunction, writ or decree of any Governmental Authority or
any arbitral award to which such Person or its property is subject; or (c)
violate any Law.

         SECTION 5.3 GOVERNMENTAL AUTHORIZATION.

         No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority or any other Person is
necessary or required in connection with the execution, delivery or performance
by, or enforcement against, any Loan Party of this Agreement or any other Loan
Document.

         SECTION 5.4 BINDING EFFECT.

         This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that
is party thereto. This Agreement constitutes, and each other Loan Document when
so delivered will constitute, a legal,

                                       41
<PAGE>

valid and binding obligation of such Loan Party, enforceable against each Loan
Party that is party thereto in accordance with its terms.

         SECTION 5.5 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

         (a)      The Audited Financial Statements (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the financial
condition of Borrower and its Subsidiaries as of the date thereof and their
results of operations for the period covered thereby in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; and (iii) show all material indebtedness and other
liabilities, direct or contingent, of Borrower and its Subsidiaries as of the
date thereof, including liabilities for taxes, material commitments and
Indebtedness.

         (b)      The unaudited consolidated financial statements of Borrower
and its Subsidiaries dated March 31, 2003, and the related consolidated
statements of income or operations, shareholders' equity and cash flows for the
fiscal quarter ended on that date (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, and ; (ii) fairly present the financial condition of
Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby , subject in the case of clauses (i)
and (ii), to the absence of footnotes and to normal year-end audit adjustments.

         (c)      Since the date of the Audited Financial Statements, there has
been no event or circumstance, either individually or in the aggregate, that has
had or could reasonably be expected to have a Material Adverse Effect.

         SECTION 5.6 LITIGATION.

         Except as specifically disclosed in Schedule 5.6 hereto, there are no
actions, suits, proceedings, claims or disputes pending or, to the knowledge of
Borrower after due and diligent investigation, threatened or contemplated, at
law, in equity, in arbitration or before any Governmental Authority, by or
against Borrower or any of its Subsidiaries or against any of their properties
or revenues that (a) purport to affect or pertain to this Agreement or any other
Loan Document, or any of the transactions contemplated hereby, or (b) either
individually or in the aggregate, if determined adversely, could reasonably be
expected to have a Material Adverse Effect.

         SECTION 5.7 NO DEFAULT.

         Neither Borrower nor any Subsidiary is in default under or with respect
to any Contractual Obligation that could either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. No Default
has occurred and is continuing or would result from the consummation of the
transactions contemplated by this Agreement or any other Loan Document.

         SECTION 5.8 OWNERSHIP OF PROPERTY; LIENS.

         Each of Borrower and each Subsidiary has good record and marketable
title in fee simple to, or valid leasehold interests in, all real property
necessary or used in the ordinary conduct of its business, except for such
defects in title as could not, individually or in the aggregate,

                                       42
<PAGE>

reasonably be expected to have a Material Adverse Effect. The property of
Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted
by Section 7.1.

         SECTION 5.9 ENVIRONMENTAL COMPLIANCE.

         To the best of Borrower's knowledge, except as specifically disclosed
in Schedule 5.9 hereto, there is no violation of any Environmental Law on their
respective businesses, operations and properties, and as a result thereof
Borrower has reasonably concluded that such Environmental Laws and claims could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         SECTION 5.10 INSURANCE.

         The properties of Borrower and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of Borrower,
in such amounts, after giving effect to any self-insurance compatible with the
following standards, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where Borrower or the applicable Subsidiary
operates.

         SECTION 5.11 TAXES.

         Borrower and its Subsidiaries have filed all Federal, state and other
material tax returns and reports required to be filed, and have paid all
Federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with GAAP. There is no proposed tax
assessment against Borrower or any Subsidiary that would, if made, have a
Material Adverse Effect.

         SECTION 5.12 ERISA COMPLIANCE.

         (a)      Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the best
knowledge of Borrower, nothing has occurred which would prevent, or cause the
loss of, such qualification. Borrower and each ERISA Affiliate have made all
required contributions to each Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

         (b)      There are no pending or, to the best knowledge of Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse Effect.

         (c)      (i) No ERISA Event has occurred or is reasonably expected to
occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither
Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither
Borrower nor any ERISA Affiliate has incurred, or reasonably expects to

                                       43
<PAGE>

incur, any liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under Sections 4201
or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither Borrower
nor any ERISA Affiliate has engaged in a transaction that could be subject to
Sections 4069 or 4212(c) of ERISA.

         SECTION 5.13 SUBSIDIARIES.

         As of the Closing Date, Borrower has no Subsidiaries other than those
specifically disclosed in Part (a) of Schedule 5.13 and has no equity
investments in any other corporation or entity other than those specifically
disclosed in Part(b) of Schedule 5.13.

         SECTION 5.14 DISCLOSURE.

         Borrower has disclosed to Agent and Lenders all agreements, instruments
and corporate or other restrictions to which it or any of its Subsidiaries is
subject, and all other matters known to it, that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.
No report, financial statement, certificate or other information furnished
(whether in writing or orally) by or on behalf of any Loan Party in connection
with any Loan Document to Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder (as modified or supplemented by other information so
furnished) contains any material misstatement of fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

         SECTION 5.15 COMPLIANCE WITH LAWS.

         Borrower, each Subsidiary and each other Loan Party is in compliance in
all material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its properties, except in such
instances in which (a) such requirement of Law or order, writ, injunction or
decree is being contested in good faith by appropriate proceedings diligently
conducted or (b) the failure to comply therewith, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

         SECTION 5.16 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY
HOLDING COMPANY ACT.

         (a)      Borrower is not engaged and will not engage, principally or as
one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock.

         (b)      None of Borrower, any Person Controlling Borrower, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.

         SECTION 5.17 TAX SHELTER REGULATIONS.

         Borrower does not intend to treat the Loans and/or Letters of Credit
and related transactions as being a "reportable transaction" (within the meaning
of Treasury Regulation Section 1.6011-4). In the event Borrower determines to
take any action inconsistent with such intention, it will promptly notify Agent
thereof. If Borrower so notifies Agent, Borrower

                                       44
<PAGE>

acknowledges that one or more of Lenders may treat its Committed Loans and/or
its interest in Swing Line Loans and/or Letters of Credit as part of a
transaction that is subject to Treasury Regulation Section 301.6112-1, and such
Lender or Lenders, as applicable, will maintain the lists and other records
required by such Treasury Regulation.

         SECTION 5.18 RIGHTS IN COLLATERAL; PRIORITY OF LIENS.

         Borrower and each other Loan Party own the property granted by it as
Collateral under the Collateral Documents, free and clear of any and all Liens
in favor of third parties. Upon the proper filing of UCC financing statements,
and the taking of the other actions required by the Required Lenders, the Liens
granted pursuant to the Collateral Documents will constitute valid and
enforceable first, prior and perfected Liens on the Collateral in favor of
Agent, for the ratable benefit of Agent and Lenders.

         SECTION 5.19 EQUIPMENT.

         (a)      Borrower represents and warrants to Agent and the Lenders and
agrees with Agent and the Lenders that all of the Equipment (as defined in the
Collateral Documents) owned by Borrower is and will be used or held for use in
Borrower's business, and is and will be fit for such purposes. Borrower shall
keep and maintain its Equipment in good operating condition and repair (ordinary
wear and tear excepted) and shall make all necessary replacements thereof.

         (b)      Borrower shall promptly inform Agent of any material additions
to or deletions from the Equipment. Borrower shall not permit any Equipment to
become a fixture with respect to real property or to become an accession with
respect to other personal property with respect to which real or personal
property Agent does not have a Lien. Borrower will not, without Agent's prior
written consent, alter or remove any identifying symbol or number on any of
Borrower's Equipment constituting Collateral.

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, Borrower shall, and shall (except in the case of the
covenants set forth in Section 6.1, Section 6.2, Section 6.3 and Section 6.11)
cause each Borrower and each Subsidiary to:

         SECTION 6.1 FINANCIAL STATEMENTS.

         Deliver to Agent a sufficient number of copies for delivery by Agent to
each Lender, of the following, in form and detail satisfactory to Agent and the
Required Lenders:

         (a)      as soon as available, but in any event within ninety (90) days
after the end of each fiscal year of Borrower, consolidated and consolidating
balance sheets of both (i) Borrower and its Subsidiaries, (ii) each Foreign
Borrower and its Subsidiaries and (iii) Borrower, Foreign Subsidiaries and all
Subsidiaries, respectively, as at the end of such fiscal year, and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, audited and accompanied by a report and opinion of an
independent certified public accountant of nationally recognized standing
reasonably acceptable to the Required Lenders, which report and opinion shall be
prepared in accordance with generally accepted auditing standards and shall not
be subject to any

                                       45
<PAGE>

"going concern" or like qualification or exception or any qualification or
exception as to the scope of such audit; and

         (b)      as soon as available, but in any event within forty five (45)
days after the end of each of the first three fiscal quarters of each fiscal
year of Borrower, a consolidated balance sheet of (i) Borrower and its
Subsidiaries, (ii) each Foreign Borrower and its Subsidiaries and (iii)
Borrower, Foreign Borrower and Subsidiaries, as at the end of such fiscal
quarter, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal quarter and for the portion
of Borrower's and each Foreign Borrower's fiscal year then ended, setting forth
in each case in comparative form the figures for the corresponding fiscal
quarter of the previous fiscal year and the corresponding portion of the
previous fiscal year, all in reasonable detail and certified by a Responsible
Officer of Borrower and each Foreign Borrower, as the case may be, as fairly
presenting the financial condition, results of operations, shareholders equity
and cash flows of Borrower and its Subsidiaries and each Foreign Borrower and
its Subsidiaries as the case may be, all in accordance with GAAP, subject only
to normal year-end audit adjustments and the absence of footnotes.

         SECTION 6.2 CERTIFICATES; OTHER INFORMATION.

         Deliver to Agent a sufficient number of copies for delivery to each
Lender, of the following, in form and detail satisfactory to Agent in its
reasonable discretion and the Required Lenders:

         (a)      concurrently with the delivery of the financial statements
referred to in Section 6.1(a), a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the
examination necessary no knowledge was obtained of any Default or, if any such
Default shall exist, stating the nature and status of such event;

         (b)      concurrently with the delivery of the financial statements
referred to in Section 6.1(a) and Section 6.1(b), a duly completed Compliance
Certificate signed by a Responsible Officer of Borrower;

         (c)      promptly after any request by Agent or any Lender, copies of
any audit reports, management letters or recommendations submitted to the board
of directors (or the audit committee of the board of directors) of Borrower in
the ordinary course and by independent accountants in connection with the
accounts or books of Borrower or any Subsidiary, or any audit of any of them;

         (d)      as soon as available, but in no event later than sixty (60)
days after the end of each fiscal year of Borrower, annual projections for the
following two (2) fiscal years from (i) Borrower on a consolidated basis and
(ii) from Guarantor on a consolidated basis;

         (e)      as soon as available, but in no event later than twenty five
(25) days after the end of each calendar month, an Asset Coverage Ratio report,
together with schedules of account receivable agings and inventory reports
necessary to calculate the Asset Coverage Ratio;

         (f)      promptly after the same are available, copies of each annual
report, proxy or financial statement or other report or communication sent to
the stockholders of Borrower, and copies of all annual, regular, periodic and
special reports and registration statements which Borrower may file or be
required to file with the Securities and Exchange Commission under Section 13 or
15(d) of the Securities Exchange Act of 1934, and not otherwise required to be
delivered to Agent pursuant hereto;

                                       46
<PAGE>

         (g)      promptly after Borrower has notified Agent of any intention by
Borrower to treat the Loans and/or Letters of Credit and related transactions as
being a "reportable transaction" (within the meaning of Treasury Regulation
Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form;

         (h)      promptly upon request, such additional financial information
as Agent may request from time to time.

         SECTION 6.3 NOTICES.

         Not later than two (2) days after obtaining knowledge, Borrower shall
notify Agent and each Lender:

         (a)      of the occurrence of any Default;

         (b)      of any matter that has resulted or could reasonably be
expected to result in a Material Adverse Effect, including (i) breach or
non-performance of, or any default under, a Contractual Obligation of Borrower
or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or
suspension between Borrower or any Subsidiary and any Governmental Authority; or
(iii) the commencement of, or any material development in, any litigation or
proceeding affecting Borrower or any Subsidiary, including pursuant to any
applicable Environmental Laws;

         (c)      the occurrence of any ERISA Event; and

         (d)      of any material change in accounting policies or financial
reporting practices by Borrower or any Subsidiary.

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer of Borrower setting forth details of the occurrence referred
to therein and stating what action Borrower has taken and proposes to take with
respect thereto. Each notice pursuant to Section 6.3(a) shall describe with
particularity any and all provisions of this Agreement and any other Loan
Document that have been breached.

         SECTION 6.4 PAYMENT OF OBLIGATIONS.

         Pay and discharge as the same shall become due and payable, all its
obligations and liabilities, including (a) all tax liabilities, assessments and
governmental charges or levies upon it or its properties or assets, unless the
same are being contested in good faith by appropriate proceedings diligently
conducted and adequate reserves in accordance with GAAP are being maintained by
Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by
law become a Lien upon its property; and (c) all Indebtedness, as and when due
and payable, but subject to any subordination provisions contained in any
instrument or agreement evidencing such Indebtedness.

         SECTION 6.5 PRESERVATION OF EXISTENCE, ETC.

         (a) Preserve, renew and maintain in full force and effect its legal
existence and good standing under the Laws of the jurisdiction of its
organization, except in a transaction permitted by Section 7.4 or Section 7.5
except to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect, (b) take all reasonable action to maintain all
rights, privileges, permits, licenses and franchises necessary or desirable in
the normal conduct of its business, except to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect; and (c)
preserve or renew all of its registered patents, trademarks, trade

                                       47
<PAGE>

names and service marks, the non-preservation of which could reasonably be
expected to have a Material Adverse Effect.

         SECTION 6.6 MAINTENANCE OF PROPERTIES.

         (a) Maintain, preserve and protect all of its material properties and
equipment necessary in the operation of its business in good working order and
condition, ordinary wear and tear excepted; (b) make all necessary repairs
thereto and renewals and replacements thereof except where the failure to do so
could not reasonably be expected to have a Material Adverse Effect; and (c) use
the standard of care typical in the industry in the operation and maintenance of
its facilities.

         SECTION 6.7 MAINTENANCE OF INSURANCE.

         Maintain with financially sound and reputable insurance companies not
Affiliates of Borrower, insurance with respect to its properties and business
against loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar business, of such types and in such amounts
(after giving effect to any self-insurance compatible with the following
standards) as are customarily carried under similar circumstances by such other
Persons and providing for not less than 30 days' prior notice to Agent of
termination, lapse or cancellation of such insurance.

         SECTION 6.8 COMPLIANCE WITH LAWS.

         Comply in all material respects with the requirements of all Laws, and
all orders, writs, injunctions and decrees applicable to it or to its business
or property, except in such instances in which (a) such requirement of Law or
order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted; or (b) the failure to comply
therewith could not reasonably be expected to have a Material Adverse Effect.

         SECTION 6.9 BOOKS AND RECORDS.

         (a) Maintain proper books of record and account, in which full, true
and correct entries in conformity with GAAP consistently applied shall be made
of all financial transactions and matters involving the assets and business of
Borrower or such Subsidiary, as the case may be; and (b) maintain such books of
record and account in material conformity with all applicable requirements of
any Governmental Authority having regulatory jurisdiction over Borrower or such
Subsidiary, as the case may be. Borrower shall maintain at all times books and
records pertaining to the Collateral in such detail, form and scope as Agent or
any Lender shall reasonably require.

         SECTION 6.10 INSPECTION RIGHTS.

         Permit representatives and independent contractors of Agent and each
Lender to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom,
and to discuss its affairs, finances and accounts with its directors, officers,
and independent public accountants, all at the expense of Borrower and at such
reasonable times during normal business hours and as often as may be reasonably
desired, upon reasonable advance notice to Borrower; provided, however, if no
Default exists Agent or Lender (or any of their respective representatives or
independent contractors) may do any of the foregoing at such reasonable times
during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to Borrower, but at the expense of Agent or

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<PAGE>

Lender if Borrower has paid for similar inspections one (1) time during the
current fiscal year and provided further, however, that when a Default exists
Agent or any Lender (or any of their respective representatives or independent
contractors) may do any of the foregoing at the expense of Borrower at any time
or from time to time during normal business hours and without advance notice.

         SECTION 6.11 USE OF PROCEEDS.

         Use the proceeds of the Credit Extensions for Letters of Credit,
acquisitions permitted under this Agreement and for working capital, not in
contravention of any Law or of any Loan Document.

         SECTION 6.12 FINANCIAL COVENANTS.

         MICROS and its consolidated Subsidiaries shall at all times maintain
the following financial covenants:

         (a)      Tangible Net Worth. Maintain on a consolidated basis Tangible
Net Worth equal to at least the sum of the following:

                  (i)      Ninety five percent (95%) of Tangible Net Worth as of
         March 31, 2003; plus

                  (ii)     the sum of 50% of net income after income taxes
         (without subtracting losses) earned in each quarterly accounting period
         after the date of this Agreement.

         (b)      Leverage Ratio. Maintain on a consolidated basis a ratio of
Total Funded Debt to EBITDA not exceeding 2.0:1.0.

         (c)      Fixed Charge Coverage Ratio. Maintain on a consolidated basis
a Fixed Charge Coverage Ratio of at least 1.25:1.0.

This ratio will be calculated at the end of each reporting period for which this
Agreement requires Borrower to deliver financial statements, using the results
of the twelve-month period ending with that reporting period. The current
portion of long-term liabilities will be measured as of the last day of the
calculation period.

         (d)      Asset Coverage Ratio. Maintain on a consolidated basis an
Asset Coverage Ratio of at least 1.0:1.0. This ratio will be calculated monthly.

         SECTION 6.13 ADDITIONAL BORROWERS AND GUARANTORS.

         (a)      Notify Agent at the time that any Person becomes a Material
Domestic Entity, and promptly thereafter (and in any event within 30 days),
cause such Person to (i) become an Additional Borrower by executing and
delivering to Agent an Additional Borrower Joinder Supplement or such other
document as Agent shall deem appropriate for such purpose, (ii) deliver to Agent
documents of the types referred to in clauses (iii) and (iv) of Section 4.1(a)
and favorable opinions of counsel to such Person (which shall cover, among other
things, the legality, validity, binding effect and enforceability of the
documentation referred to in clause (i)), all in form, content and scope
reasonably satisfactory to Agent and (iii) executing and delivering to Agent all
Collateral Documents.

         (b)      Notify Agent at the time that any Person becomes a Subsidiary
that is not a Material Domestic Entity, and promptly thereafter (and in any
event within thirty (30) days),

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<PAGE>

cause such Person to (i) become a Guarantor by executing and delivering Agent a
counterpart of the Guaranty or such other document as Agent shall deem
appropriate for such purpose, (ii) deliver to Agent documents of the types
referred to in clauses (iii) and (iv) of Section 4.1(a) and favorable opinions
of counsel to such Person (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to in
clause (i)), all in form, content and scope reasonably satisfactory to Agent,
and (iii) executing and delivering to Agent all Collateral Documents.

         SECTION 6.14 COLLATERAL RECORDS.

         Borrower agrees to execute and deliver promptly, and to cause each
other Loan Party to execute and deliver promptly, to Agent, from time to time,
solely for Agent's convenience in maintaining a record of the Collateral, such
written statements and schedules as Agent may reasonably require designating,
identifying or describing the Collateral. The failure by Borrower or any other
Loan Party, however, to promptly give Agent such statements or schedules shall
not affect, diminish, modify or otherwise limit the Liens on the Collateral
granted pursuant to the Collateral Documents.

         SECTION 6.15 SECURITY INTERESTS.

         Borrower shall, and shall cause each other Loan Party to, defend the
Collateral against all claims and demands of all Persons at any time claiming
the same or any interest therein. Borrower shall, and shall cause each other
Loan Party to, comply with the requirements of all state and federal laws in
order to grant to Agent and Lenders valid and perfected first priority security
interests in the Collateral, with perfection, in the case of any investment
property or deposit account, being effected by giving Agent control of such
investment property or deposit account, rather than by the filing of a UCC
financing statement with respect to such investment property. Agent is hereby
authorized by Borrower to file any UCC financing statements covering the
Collateral whether or not Borrower's signatures appear thereon. Borrower shall,
and shall cause each other Loan Party, to do whatever Agent may reasonably
request, from time to time, to effect the purposes of this Agreement and the
other Loan Documents, including filing notices of liens, UCC financing
statements, fixture filings and amendments, renewals and continuations thereof;
cooperating with Agent's representatives; keeping stock records; obtaining
waivers from landlords and mortgagees and from warehousemen and their landlords
and mortgages; and, paying claims which might, if unpaid, become a Lien on the
Collateral.

         SECTION 6.16 POST-CLOSING REQUIREMENTS.

         Borrower covenants and agrees that the items set forth on Exhibit G
attached hereto and incorporated herein (the "Post-Closing Items") shall be
satisfied not later than September 30, 2003. The failure of Borrower to deliver
or complete performance of the Post-Closing Items in accordance with the terms
of this Section 6.16 and SECTION 8.1(c)(II) and shall constitute an Event of
Default under this Agreement.

                                  ARTICLE VII
                               NEGATIVE COVENANTS

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

                                       50
<PAGE>

         SECTION 7.1 LIENS.

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

         (a)      Liens pursuant to any Loan Document;

         (b)      Liens for taxes not yet due or which are being contested in
good faith and by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the applicable
Person in accordance with GAAP;

         (c)      carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business which
are not overdue for a period of more than 30 days or which are being contested
in good faith and by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the applicable
Person in accordance with GAAP;

         (d)      pledges or deposits in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other social
security legislation, other than any Lien imposed by ERISA;

         (e)      deposits to secure the performance of bids, trade contracts
and leases (other than Indebtedness), statutory obligations, surety bonds (other
than bonds related to judgments or litigation), performance bonds and other
obligations of a like nature incurred in the ordinary course of business;

         (f)      easements, rights-of-way, restrictions and other similar
encumbrances affecting real property which, in the aggregate, are not
substantial in amount, and which do not in any case materially detract from the
value of the property subject thereto or materially interfere with the ordinary
conduct of the business of the applicable Person;

         (g)      Liens securing judgments for the payment of money not
constituting an Event of Default under Section 8.1(h) or securing appeal or
other surety bonds relating to such judgments; and

         (h)      liens securing Indebtedness permitted under Section 7.3(e);
provided that (i) such Liens do not at any time encumber any property other than
the property financed by such Indebtedness and (ii) the Indebtedness secured
thereby does not exceed the cost or fair market value, whichever is lower, of
the property being acquired on the date of acquisition.

         SECTION 7.2 INVESTMENTS.

         Make any Investments, except:

         (a)      Investments held by Borrower or such Subsidiary in the form of
cash equivalents or short-term marketable debt securities;

         (b)      advances to officers, directors and employees of Borrower and
Subsidiaries in an aggregate amount not to exceed Two Hundred Fifty Thousand
Dollars ($250,000) at any time outstanding, for travel, entertainment,
relocation and analogous ordinary business purposes;

         (c)      Investments of Borrower in any wholly-owned Subsidiary and
Investments of any wholly-owned Subsidiary in Borrower or in another
wholly-owned Subsidiary;

                                       51
<PAGE>

         (d)      Investments consisting of extensions of credit in the nature
of accounts receivable or notes receivable arising from the grant of trade
credit in the ordinary course of business, and Investments received in
satisfaction or partial satisfaction thereof from financially troubled account
debtors to the extent reasonably necessary in order to prevent or limit loss;

         (e)      other Investments not to exceed $3,000,000 in the aggregate at
any time; and

         (f)      Guarantees permitted by Section 7.3.

         SECTION 7.3 INDEBTEDNESS.

         Create, incur, assume or suffer to exist any Indebtedness, except:

         (a)      Indebtedness under the Loan Documents;

         (b)      Indebtedness outstanding on the date hereof and approved by
Agent and the Required Lenders and listed on Schedule 7.3 hereto;

         (c)      Guarantees of Borrower or any Subsidiary in respect of
Indebtedness in favor of Agent and Lenders;

         (d)      obligations (contingent or otherwise) of Borrower or any
Subsidiary existing or arising under any Swap Contract, provided that (i) such
obligations are (or were) entered into by such Person in the ordinary course of
business for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by such
Person and not for purposes of speculation or taking a "market view;" (ii) such
Swap Contract does not contain any provision exonerating the non-defaulting
party from its obligation to make payments on outstanding transactions to the
defaulting party (iii) such Swap Contract has been approved by Agent and (iv)
the foreign exchange exposure under such Swap Contract does not exceed
$1,500,000 as determined by Agent in its sole discretion;

         (e)      Indebtedness in respect of capital leases, Synthetic Lease
Obligations and purchase money obligations for fixed assets within the
limitations set forth in Section 7.1(h); provided, however, that: (i) the
aggregate amount of all such Indebtedness, other than Indebtedness payable to
the Primary Vendors (as defined below), at any one time outstanding shall not
exceed Two Million Dollars ($2,000,000); and (ii) the aggregate amount of all
such Indebtedness for purchase money obligations payable to the Primary Vendors
at any one time outstanding shall not exceed Eight Million Dollars ($8,000,000).
The Primary Vendors shall be defined as Epson America, Inc., Sanmina SCI
Corporation and GES Singapore Pte Ltd.

         SECTION 7.4 FUNDAMENTAL CHANGES.

         Merge, dissolve, liquidate, consolidate with or into, another Person,
or Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or
in favor of any Person, except that, so long as no Default exists or would
result therefrom:

         (a)      any Subsidiary may merge with (i) a Borrower, provided that a
Borrower shall be the continuing or surviving Person, or (ii) any one or more
other Subsidiaries, provided that when any wholly-owned Subsidiary is merging
with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or
surviving Person, and, provided further that if a Guarantor is merging with
another Subsidiary, the Guarantor shall be the continuing or surviving Person;

                                       52
<PAGE>

         (b)      any Subsidiary may dispose of all or substantially all of its
assets (upon voluntary liquidation or otherwise), to a Borrower or to another
Subsidiary; provided that if the transferor in such a transaction is a
wholly-owned Subsidiary, then the transferee must also be a wholly-owned
Subsidiary, and, provided further that if the transferor of such assets is a
Guarantor, the transferee thereof must either be a Borrower or a Guarantor; and

         (c)      a Borrower may acquire another Person or merge or consolidate
with or into, another Person, provided (i) Borrower is the surviving entity,
(ii) the net cost to Borrower (including cash and non-cash consideration in
connection with any such acquisition) does not exceed Ten Million Dollars
($10,000,000) in a single transaction and the aggregate of such transactions in
any fiscal year does not exceed Twenty Five Million Dollars ($25,000,000), (iii)
Borrower shall have furnished financial projections in form and content
reasonably acceptable to Agent which give effect to such acquisition and which
project that such acquisition would not cause a Default or Event of Default,
(iv) all legal matters incident to the acquisition shall be acceptable to Agent
in its reasonable discretion, and (v) Agent shall have been given no less than
thirty (30) days prior written notice of any proposed acquisition and shall have
been provided with all information which it may have reasonably requested in
connection with such proposed acquisition. In addition to the foregoing, for any
acquisition which would have a net cost to Borrower (including cash and non-cash
consideration in connection with any such acquisition) exceeding Five Million
Dollars ($5,000,000) in a single transaction, Borrower shall have furnished
financial projections in form and content reasonably acceptable to Agent which
give effect to such acquisition and which project that such acquisition would
not cause a Default or Event of Default and Agent shall have been given no less
than thirty (30) days prior written notice of any proposed acquisition and shall
have been provided with all information which it may have reasonably requested
in connection with such proposed acquisition.

         SECTION 7.5 DISPOSITIONS.

         Make any Disposition or enter into any agreement to make any
Disposition, except:

         (a)      Dispositions of obsolete or worn out property, whether now
owned or hereafter acquired, in the ordinary course of business;

         (b)      Dispositions of inventory in the ordinary course of business;

         (c)      Dispositions of equipment or real property to the extent that
(i) such property is exchanged for credit against the purchase price of similar
replacement property, or (ii) the proceeds of such Disposition are reasonably
promptly applied to the purchase price of such replacement property;

         (d)      Dispositions of property by any Subsidiary to Borrower or to a
wholly-owned Subsidiary, provided that if the transferor of such property is a
Guarantor, the transferee thereof must either be Borrower or a Guarantor;

         (e)      Dispositions permitted by Section 7.4; and

         (f)      Other Dispositions in an aggregate amount not to exceed Three
Million Dollars ($3,000,000) in any fiscal year.

provided, however, that any Disposition pursuant to clauses (a) through (e)
shall be for fair market value.

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<PAGE>

         SECTION 7.6 RESTRICTED PAYMENTS.

         Declare or make, directly or indirectly, any Restricted Payment, or
incur any obligation (contingent or otherwise) to do so, except that:

         (a)      each Subsidiary may make Restricted Payments to Borrower and
to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a
non-wholly-owned Subsidiary, to Borrower and any Subsidiary and to each other
owner of capital stock or other equity interests of such Subsidiary on a pro
rata basis based on their relative ownership interests);

         (b)      Borrower and each Subsidiary may declare and make dividend
payments or other distributions payable solely in the common stock or other
common equity interests of such Person;

         (c)      Borrower and each Subsidiary may declare and make dividend
payments or other distributions payable solely to Subsidiaries that are not
wholly owned Subsidiaries in an amount not to exceed Two Million Dollars
($2,000,000) in the aggregate in any fiscal year; provided that there does not
exist a Default or an Event of Default and the making of any such payment would
not cause a Default or an Event of Default; and

         (d)      Borrower and each Subsidiary may purchase, redeem or otherwise
acquire up to one million (1,000,000) shares of its common stock or other common
equity interests or warrants or options to acquire any such shares with the
proceeds received from the substantially concurrent issue of new shares of its
common stock or other common equity interests during the period from March 31,
2002 through the Maturity Date; provided no Default or Event of Default exists
hereunder or would result from such purchase, redemption or acquisition.

         SECTION 7.7 CHANGE IN NATURE OF BUSINESS.

         Engage in any material line of business substantially different from
those lines of business conducted by Borrower and its Subsidiaries on the date
hereof, or which are similar or complimentary to such lines of business.

         SECTION 7.8 TRANSACTIONS WITH AFFILIATES.

         Enter into any transaction of any kind with any Affiliate of Borrower,
whether or not in the ordinary course of business other than on fair and
reasonable terms substantially as favorable to Borrower or such Subsidiary as
would be obtainable by Borrower or such Subsidiary at the time in a comparable
arm's length transaction with a Person other than an Affiliate, provided that
the foregoing restriction shall not apply to (a) to transactions between or
among Borrower and any of its wholly-owned Subsidiaries or between and among any
wholly-owned Subsidiaries, unless the value of the transactions in the aggregate
with such Subsidiary exceeds Three Million Dollars ($3,000,000) or, (b) to
transactions (i) to be unwound or repaid within sixty (60) days or less, and
(ii) that do not involve a Borrower or wholly-owned Subsidiary that is not
allowed by Laws to repay the sums involved or unwind the value of the
transaction, unless the value of the transaction exceeds Six Million Dollars
($6,000,000).

         SECTION 7.9 MARGIN REGULATIONS.

         Use the proceeds of any Credit Extension, whether directly or
indirectly, and whether immediately, incidentally or ultimately, to purchase or
carry margin stock (within the meaning of Regulation U of the Board of Governors
of the Federal Reserve System of the United States) or

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to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose.

         SECTION 7.10 CHANGE OF CONTROL.

         There occurs any Change of Control with respect to any Borrower and/or
any Guarantor that has revenue in excess of Eight Million Dollars ($8,000,000)
in a fiscal year.

         SECTION 7.11 COMMERZBANK DEBT.

         The CommerzBank Debt is extended without the prior written approval of
the terms of such extension by Agent and Lenders, which approval will not be
unreasonably withheld if such extension is on terms substantially similar to
terms currently in effect.

                                  ARTICLE VIII
                         EVENTS OF DEFAULT AND REMEDIES

         SECTION 8.1 EVENTS OF DEFAULT.

         Any of the following shall constitute an Event of Default:

         (a)      Non-Payment. Borrower or any other Loan Party fails to pay (i)
within ten (10) days of when required to be paid herein, any amount of principal
of any Loan, or any L/C Obligation, or (ii) within three (3) days after the same
becomes due, any interest on any Loan or on any L/C Obligation, or any
commitment or other fee due hereunder, or (iii) within five (5) days after the
same becomes due, any other amount payable hereunder or under any other Loan
Document; or

         (b)      Specific Covenants. Borrower fails to perform or observe any
term, covenant or agreement contained in any of Section 6.5, Section 6.10,
Section 6.12 or ARTICLE VII; or

         (c)      Other Defaults.

                  (i)      Borrower fails to perform or observe any term,
         covenant or agreement contained in any of Section 6.1 or Section 6.2,
         and such failure continues for fifteen (15) days; or

                  (ii)     Borrower fails to perform or observe any term,
         covenant or agreement contained in Section 6.16, and such failure
         continues for fifteen (15) days and the Required Lenders have
         determined that the failure to comply with the terms of Section 6.16
         will have a material adverse effect on the operation of the Borrower's
         business; or

                  (iii)    Any Loan Party fails to perform or observe any other
         covenant or agreement (not specified in subsection (a) or (b) above)
         contained in any Loan Document on its part to be performed or observed
         and such failure continues for thirty (30) days or any default or event
         of default occurs under any other Loan Document; or

         (d)      Representations and Warranties. Any representation, warranty,
certification or statement of fact that reasonably could have a Material Adverse
Effect if incorrect or misleading is made or deemed made by or on behalf of
Borrower or any other Loan Party herein, in any other Loan Document, or in any
document delivered in connection herewith or therewith and is incorrect or
misleading when made or deemed made; or

         (e)      Cross-Default. (i) Borrower or any Subsidiary (A) fails to
make any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or

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<PAGE>

otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness
hereunder and Indebtedness under Swap Contracts) having an aggregate principal
amount (including undrawn committed or available amounts and including amounts
owing to all creditors under any combined or syndicated credit arrangement) of
more than the Threshold Amount, or (B) fails to observe or perform any other
agreement or condition relating to any such Indebtedness or Guarantee or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event occurs, the effect of which default or other event
is to cause, or to permit the holder or holders of such Indebtedness or the
beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries) to cause, with the
giving of notice if required, such Indebtedness to be demanded or to become due
or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made prior to its stated maturity, or such Guarantee to
become payable or cash collateral in respect thereof to be demanded; or (ii)
there occurs under any Swap Contract an Early Termination Date (as defined in
such Swap Contract) resulting from (A) any event of default under such Swap
Contract as to which Borrower or any Subsidiary is the Defaulting Party (as
defined in such Swap Contract) or (B) any Termination Event (as so defined)
under such Swap Contract as to which Borrower or any Subsidiary is an Affected
Party (as so defined) and, in either event, the Swap Termination Value owed by
Borrower or such Subsidiary as a result thereof is greater than the Threshold
Amount; or

         (f)      Insolvency Proceedings, Etc. Any Loan Party or any of its
Subsidiaries institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any material part of
its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

         (g)      Inability to Pay Debts; Attachment. (i) Borrower or any
Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due, or (ii) any writ or warrant of attachment
or execution or similar process is issued or levied against all or any material
part of the property of any such Person and is not released, vacated or fully
bonded within 30 days after its issue or levy; or

         (h)      Judgments. There is entered against Borrower or any Subsidiary
(i) a final judgment or order for the payment of money in an aggregate amount
exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage), or
(ii) any one or more non-monetary final judgments that have, or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A) enforcement proceedings are commenced by any creditor
upon such judgment or order, or (B) there is a period of 10 consecutive days
during which a stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect; or

         (i)      ERISA. (i) An ERISA Event occurs with respect to a Pension
Plan or Multiemployer Plan which has resulted or could reasonably be expected to
result in liability of

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<PAGE>

Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the
PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) Borrower
or any ERISA Affiliate fails to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate
amount in excess of the Threshold Amount; or

         (j)      Invalidity of Loan Documents. Any Loan Document, at any time
after its execution and delivery and for any reason other than as expressly
permitted hereunder or satisfaction in full of all the Obligations, ceases to be
in full force and effect; or any Loan Party or any other Person contests in any
manner the validity or enforceability of any Loan Document; or any Loan Party
denies that it has any or further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any Loan Document, or any
Lien with respect to any material portion of the Collateral intended to be
secured thereby ceases to be, or, subject to Section 7.1, is not, valid,
perfected and prior to all other Liens or is terminated, revoked or declared
void; or

         (k)      Material Adverse Effect. There occurs any event or
circumstance that has a Material Adverse Effect.

         SECTION 8.2 REMEDIES UPON EVENT OF DEFAULT.

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

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

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

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

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

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

         SECTION 8.3 APPLICATION OF FUNDS.

         After the exercise of remedies provided for in Section 8.2 (or after
the Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set
forth in the proviso to Section 8.2), any amounts received on account of the
Obligations shall be applied by Agent in the following order:

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<PAGE>

                  First, to payment of that portion of the Obligations
         constituting fees, indemnities, expenses and other amounts (including
         Attorney Costs and amounts payable under ARTICLE III) payable to Agent
         in its capacity as such;

                  Second, to payment of that portion of the Obligations
         constituting fees, indemnities and other amounts (other than principal
         and interest) payable to Lenders (including Attorney Costs and amounts
         payable under ARTICLE III), ratably among them in proportion to the
         amounts described in this clause Second payable to them;

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

                  Fourth, to payment of that portion of the Obligations
         constituting unpaid principal of the Loans and L/C Borrowings, ratably
         among Lenders in proportion to the respective amounts described in this
         clause Fourth held by them;

                  Fifth, to Agent, to Cash Collateralize that portion of L/C
         Obligations comprised of the aggregate undrawn amount of Letters of
         Credit;

                  Sixth, to payment of that portion of the Obligations
         constituting termination payments due in respect of a Swap Contract
         with any with any Person that is a Lender or an Affiliate thereof at
         the time such Swap Contract was executed, ratably among the Lenders in
         proportion to the respective amounts described in this clause Sixth
         held by the them; and

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

Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

                                   ARTICLE IX
                                      AGENT

         SECTION 9.1 APPOINTMENT AND AUTHORIZATION OF AGENT.

         Each Lender hereby irrevocably appoints, designates and authorizes
Agent to take such action on its behalf under the provisions of this Agreement
and each other Loan Document and to exercise such powers and perform such duties
as are expressly delegated to it by the terms of this Agreement or any other
Loan Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere herein or in
any other Loan Document, Agent shall not have any duties or responsibilities,
except those expressly set forth herein, nor shall Agent have or be deemed to
have any fiduciary relationship with any Lender or participant, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or any other Loan Document or otherwise exist
against Agent. Without limiting the generality of the foregoing sentence, the
use of the term "agent" herein and in the other Loan Documents with reference to
Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency

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<PAGE>

doctrine of any applicable Law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties. All benefits and
immunities provided to Agent in this ARTICLE IX shall apply to Agent as issuer
of Letters of Credit and provider of Swing Line Loans with respect to any acts
taken or omissions suffered by Agent in connection with Letters of Credit issued
by it or proposed to be issued by it and the applications and agreements for
letters of credit pertaining to such Letters of Credit and any Swing Line Loans
made by Agent, and as additionally provided herein with respect to Agent as
issuer of letters of Credit and provider of Swing Line Loans.

         SECTION 9.2 DELEGATION OF DUTIES.

         Agent may execute any of its duties under this Agreement or any other
Loan Document by or through agents, employees or attorneys-in-fact and shall be
entitled to advice of counsel and other consultants or experts concerning all
matters pertaining to such duties. Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects in the
absence of gross negligence or willful misconduct.

         SECTION 9.3 LIABILITY OF AGENT.

         No Agent-Related Person shall (a) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Agreement or
any other Loan Document or the transactions contemplated hereby (except for its
own gross negligence or willful misconduct in connection with its duties
expressly set forth herein), or (b) be responsible in any manner to any Lender
or Participant for any recital, statement, representation or warranty made by
any Loan Party or any officer thereof, contained herein or in any other Loan
Document, or in any certificate, report, statement or other document referred to
or provided for in, or received by Agent under or in connection with, this
Agreement or any other Loan Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or for any failure of any Loan Party or any other party to any Loan
Document to perform its obligations hereunder or thereunder. No Agent-Related
Person shall be under any obligation to any Lender or Participant to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of any Loan Party or any Affiliate
thereof.

         SECTION 9.4 RELIANCE BY AGENT.

         (a)      Agent shall be entitled to rely, and shall be fully protected
in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, electronic mail message, statement or
other document or conversation believed by it in its reasonable discretion to be
genuine and correct and to have been signed, sent or made by the proper
Responsible Officer or Responsible Officers, and upon advice and statements of
legal counsel (including counsel to any Loan Party), independent accountants and
other experts selected by Agent. Agent shall be fully justified in failing or
refusing to take any action under any Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by all Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action.
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Loan Document in accordance with a
request or consent of the

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<PAGE>

Required Lenders (or such greater number of Lenders as may be expressly required
by any instance), and such request and any action taken or failure to act
pursuant thereto shall be binding upon all Lenders.

         (b)      For purposes of determining compliance with the conditions
specified in Section 4.1, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

         SECTION 9.5 NOTICE OF DEFAULT.

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

         SECTION 9.6 CREDIT DECISION; DISCLOSURE OF INFORMATION BY AGENT.

         Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by Agent hereafter taken,
including any consent to and acceptance of any assignment or review of the
affairs of any Loan Party or any Affiliate thereof, shall be deemed to
constitute any representation or warranty by any Agent-Related Person to any
Lender as to any matter, including whether Agent-Related Persons have disclosed
material information in their possession. Each Lender represents to Agent that
it has, independently and without reliance upon any Agent-Related Person and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Loan Parties
and their respective Subsidiaries, and all applicable bank or other regulatory
Laws relating to the transactions contemplated hereby, and made its own decision
to enter into this Agreement and to extend credit to Borrower and the other Loan
Parties hereunder. Each Lender also represents that it will, independently and
without reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of Borrower and the
other Loan Parties. Except for notices, reports and other documents expressly
required to be furnished to Lenders by Agent herein, Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any
Agent-Related Person.

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<PAGE>

         SECTION 9.7 INDEMNIFICATION OF AGENT.

         Whether or not the transactions contemplated hereby are consummated,
Lenders shall indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of any Loan Party and without limiting the obligation
of any Loan Party to do so), pro rata, and hold harmless each Agent-Related
Person from and against any and all Indemnified Liabilities incurred by it;
provided, however, that no Lender shall be liable for the payment to any
Agent-Related Person of any portion of such Indemnified Liabilities to the
extent determined in a final, non-appealable judgment by a court of competent
jurisdiction to have been caused primarily by such Agent-Related Person's own
gross negligence or willful misconduct; it being agreed by all Lenders that no
action taken in accordance with the directions of the Required Lenders shall be
deemed to constitute gross negligence or willful misconduct for purposes of this
Section. Without limitation of the foregoing, each Lender shall reimburse Agent
upon demand for its ratable share of any costs or out-of-pocket expenses
(including Attorney Costs and costs and expenses in connection with the use of
IntraLinks, Inc. or other similar information transmission systems in connection
with this Agreement) incurred by Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, any other
Loan Document, or any document contemplated by or referred to herein, to the
extent that Agent is not reimbursed for such expenses by or on behalf of
Borrower. The undertaking in this Section shall survive termination of the
Aggregate Commitments, the payment of all other Obligations and the resignation
of Agent.

         SECTION 9.8 AGENT IN ITS INDIVIDUAL CAPACITY.

         Bank of America and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Loan Parties and their respective Affiliates
as though Bank of America were not Agent hereunder and without notice to or
consent of Lenders. Lenders acknowledge that, pursuant to such activities, Bank
of America or its Affiliates may receive information regarding any Loan Party or
its Affiliates (including information that may be subject to confidentiality
obligations in favor of such Loan Party or such Affiliate) and acknowledge that
Agent shall be under no obligation to provide such information to them. With
respect to its Loans, Bank of America shall have the same rights and powers
under this Agreement as any other Lender and may exercise such rights and powers
as though it were not Agent, and the terms "Lender" and "Lenders" include Bank
of America in its individual capacity.

         SECTION 9.9 SUCCESSOR AGENT.

         Agent may resign as Agent upon 30 days' written notice to Lenders and
Borrower; provided that any such resignation by Bank of America shall also
constitute its resignation as Agent in its capacity of issuer of Letters of
Credit and provider of Swing Line Loans. If Agent resigns under this Agreement,
the Required Lenders shall appoint from among Lenders a successor Agent for
Lenders, which successor Agent shall be consented to by Borrower at all times
other than during the existence of a Default (which consent of Borrower shall
not be unreasonably withheld or delayed). If no successor Agent is appointed
prior to the effective date of the resignation of Agent, Agent may appoint,
after consulting with Lenders and Borrower, a

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<PAGE>

successor Agent from among Lenders. Upon the acceptance of its appointment as
successor Agent hereunder, the Person acting as such successor Agent shall
succeed to all the rights, powers and duties of the retiring Agent (including
those in its capacity as issuer of Letters of Credit and provider of Swing Line
Loans) and the term "Agent" shall mean such successor Agent in all such
capacities and the retiring Agent's appointment, powers and duties as Agent
shall be terminated, without any other or further act or deed on the part of
such retiring Agent or any other Lender, other than the obligation of the
successor Agent to issue letters of credit in substitution for the Letters of
Credit, if any, outstanding at the time of such succession or to make other
arrangements satisfactory to the retiring Agent to effectively assume the
obligations of the retiring Agent with respect to such Letters of Credit. After
any retiring Agent's resignation hereunder as Agent, the provisions of this
ARTICLE IX and Section 10.4 and Section 10.5 shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Agent under this
Agreement. If no successor Agent has accepted appointment as Agent by the date
which is 30 days following a retiring Agent's notice of resignation, the
retiring Agent's resignation shall nevertheless thereupon become effective and
Lenders shall perform all of the duties of Agent hereunder until such time, if
any, as the Required Lenders appoint a successor agent as provided for above.

         SECTION 9.10 AGENT MAY FILE PROOFS OF CLAIM.

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

         (a)      to file and prove a claim for the whole amount of the
principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other
documents as may be necessary or advisable in order to have the claims of
Lenders and Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of Lenders and Agent and their respective
agents and counsel and all other amounts due Lenders and Agent under Section
2.3, Section 2.3(i), Section 2.3(j), Section 2.9 and Section 10.4) allowed in
such judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to Agent and, in the event that Agent shall
consent to the making of such payments directly to Lenders, to pay to Agent any
amount due for the reasonable compensation, expenses, disbursements and advances
of Agent and its agents and counsel, and any other amounts due Agent under
Section 2.9 and Section 10.4.

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

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         SECTION 9.11 GUARANTY MATTERS.

         Each Lender hereby irrevocably authorizes Agent, at its option and in
its discretion, to release any Guarantor from its obligations under the Guaranty
if such Person ceases to be a Subsidiary as a result of a transaction permitted
hereunder. Upon request by Agent at any time, each Lender will confirm in
writing Agent's authority to release any Guarantor from its obligations under
the Guaranty pursuant to this Section 9.11.

         SECTION 9.12 COLLATERAL MATTERS.

         (a)      Each Lender hereby irrevocably authorizes and directs Agent to
enter into the Collateral Documents for the benefit of such Lender. Each Lender
hereby agrees, and each holder of any Note by the acceptance thereof will be
deemed to agree, that, except as otherwise set forth in Section 10.1, any action
taken by the Required Lenders, in accordance with the provisions of this
Agreement or the Collateral Documents, and the exercise by the Required Lenders
of the powers set forth herein or therein, together with such other powers as
are reasonably incidental thereto, shall be authorized and binding upon all of
Lenders. Agent is hereby authorized on behalf of all of Lenders, without the
necessity of any notice to or further consent from any Lender from time to time
prior to, an Event of Default, to take any action with respect to any Collateral
or Collateral Documents which may be necessary to perfect and maintain perfected
the Liens upon the Collateral granted pursuant to the Collateral Documents.

         (b)      Each Lender hereby irrevocably authorizes Agent, at its option
and in its discretion,

                  (i)      to release any Lien on any property granted to or
         held by Agent under any Loan Document (i) upon termination of the
         Aggregate Commitments and payment in full of all Obligations (other
         than contingent indemnification obligations) and the expiration or
         termination of all Letters of Credit, (ii) that is sold or to be sold
         as part of or in connection with any sale permitted hereunder or under
         any other Loan Document, (iii) subject to Section 10.1, if approved,
         authorized or ratified in writing by the Required Lenders, or (iv) in
         connection with any foreclosure sale or other disposition of Collateral
         after the occurrence of an Event of Default; and

                  (ii)     to subordinate any Lien on any property granted to or
         held by Agent under any Loan Document to the holder of any Lien on such
         property that is permitted by this Agreement or any other Loan
         Document.

Upon request by Agent at any time, each Lender will confirm in writing Agent's
authority to release or subordinate its interest in particular types or items of
Collateral pursuant to this Section 9.12.

         (c)      Subject to (b) above, Agent shall (and is hereby irrevocably
authorized by each Lender, to) execute such documents as may be necessary to
evidence the release or subordination of the Liens granted to Agent for the
benefit of Agent and Lenders herein or pursuant hereto upon the applicable
Collateral; provided that (i) Agent shall not be required to execute any such
document on terms which, in Agent's opinion, would expose Agent to or create any
liability or entail any consequence other than the release or subordination of
such Liens without recourse or warranty and (ii) such release or subordination
shall not in any manner discharge, affect or impair the Obligations or any Liens
upon (or obligations of Borrower or any other Loan Party in respect of) all
interests retained by Borrower or any other Loan Party, including the proceeds
of

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the sale, all of which shall continue to constitute part of the Collateral. In
the event of any sale or transfer of Collateral, or any foreclosure with respect
to any of the Collateral, Agent shall be authorized to deduct all expenses
reasonably incurred by Agent from the proceeds of any such sale, transfer or
foreclosure.

         (d)      Agent shall have no obligation whatsoever to any Lender or any
other Person to assure that the Collateral exists or is owned by Borrower or any
other Loan Party or is cared for, protected or insured or that the Liens granted
to Agent herein or in any of the Collateral Documents or pursuant hereto or
thereto have been properly or sufficiently or lawfully created, perfected,
protected or enforced or are entitled to any particular priority, or to exercise
or to continue exercising at all or in any manner or under any duty of care,
disclosure or fidelity any of the rights, authorities and powers granted or
available to Agent in this Section 9.12 or in any of the Collateral Documents,
it being understood and agreed that in respect of the Collateral, or any act,
omission or event related thereto, Agent may act in any manner it may deem
appropriate, in its sole discretion, given Agent's own interest in the
Collateral as one of Lenders and that Agent shall have no duty or liability
whatsoever to Lenders.

         (e)      Each Lender hereby appoints each other Lender as agent for the
purpose of perfecting Lenders' security interest in assets which, in accordance
with Article 9 of the UCC can be perfected only by possession. Should any Lender
(other than Agent) obtain possession of any such Collateral, such Lender shall
notify Agent thereof, and, promptly upon Agent's request shall deliver such
Collateral to Agent or in accordance with Agent's instructions.

                                    ARTICLE X
                                  MISCELLANEOUS

         SECTION 10.1 AMENDMENTS, ETC.

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

         (a)      waive any condition set forth in Section 4.1(a) without the
written consent of each Lender; provided, however, in the sole discretion of
Agent, only a waiver by Agent shall be required with respect to immaterial
matters or items specified in Section 4.1(a), Section 4.1(a)(iii) or Section
4.1(a)(iv) with respect to which Borrower has given assurances satisfactory to
Agent that such items shall be delivered promptly following the Closing Date;

         (b)      extend or increase the Commitment of any Lender (or reinstate
any Commitment terminated pursuant to Section 8.2) without the written consent
of such Lender;

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

         (d)      reduce the principal of, or the rate of interest specified
herein on, any Loan or L/C Borrowing, or (subject to clause (ii) of the second
proviso to this Section 10.1) any fees or other amounts payable hereunder or
under any other Loan Document without the written consent of

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<PAGE>

each Lender directly affected thereby; provided, however, that only the consent
of the Required Lenders shall be necessary (i) to amend the definition of
"Default Rate" or to waive any obligation of Borrower to pay interest at the
Default Rate or (ii) to amend any financial covenant hereunder (or any defined
term used therein) even if the effect of such amendment would be to reduce the
rate of interest on any Loan or L/C Borrowing or to reduce any fee payable
hereunder;

         (e)      change Section 2.14 or Section 8.3 or in a manner that would
alter the pro rata sharing of payments required thereby without the written
consent of each Lender;

         (f)      release any Guarantor from the Guaranty or release the Liens
on any material portion of the Collateral except in accordance with the terms of
any Loan Document without the written consent of each Lender;

         (g)      change the method of calculation utilized in connection with
the computation of fees or interest; or

         (h)      modify this Section or the definition of "Required Lenders".

And, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by Agent in addition to Lenders required above, affect the
rights or duties of Agent under this Agreement or any other Loan Document, (A)
as Administrative Agent, (B) as provider of Swing Line Loans, or (C) as Letter
of Credit issuer or under any Letter of Credit Application relating to any
Letter of Credit issued or to be issued by it (including, without limitation,
any reduction in any fee, charge, expense, cost or other amount payable to Agent
for its own account under this Agreement in any such capacity); and (ii) Agent
Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed only by the respective parties thereto. Notwithstanding
anything to the contrary herein, No Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that
the Commitment of such Lender may not be increased or extended without the
consent of such Lender.

         SECTION 10.2 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

         (a)      General. Unless otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including by facsimile transmission). All such written notices shall be mailed,
faxed or delivered, to the applicable address, facsimile number or (subject to
subsection (c) below) electronic mail address, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be
made to the applicable telephone number, specified for such Person on Schedule
10.2 or to such other address, facsimile number, electronic mail address or
telephone number as shall be designated by such party in a notice to the other
parties. All such notices and other communications shall be deemed to be given
or made upon the earlier to occur of (i) actual receipt by the relevant party
hereto and (ii) (A) if delivered by hand or by courier, upon delivery; (B) if
delivered by mail, four (4) Business Days after deposit in the mails, postage
prepaid; (C) if delivered by facsimile, when sent and the sender has received
electronic confirmation of error free receipt; and (D) if delivered by
electronic mail (which form of delivery is subject to the provisions of
subsection (c) below), when delivered; provided, however, that notices and other
communications to Agent pursuant to ARTICLE II shall not be effective until
actually received by Agent. In no event shall a voicemail message be effective
as a notice, communication or confirmation hereunder.

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<PAGE>

         (b)      Effectiveness of Facsimile Documents and Signatures. Loan
Documents may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable Law, have the
same force and effect as manually-signed originals and shall be binding on all
Loan Parties, Agent and Lenders. Agent may also require that any such documents
and signatures be confirmed by a manually-signed original thereof; provided,
however, that the failure to request or deliver the same shall not limit the
effectiveness of any facsimile document or signature.

         (c)      Limited Use of Electronic Mail. Electronic mail and internet
and intranet websites may be used only to distribute routine communications,
such as financial statements, and to distribute Loan Documents for execution by
the parties thereto, and may not be used for any other purpose.

         (d)      Reliance by Agent and Lenders. Agent and Lenders shall be
entitled to rely and act upon any notices (including telephonic Committed Loan
Notices and Swing Line Loan Notices) purportedly given by or on behalf of
Borrower even if (i) such notices were not made in a manner specified herein,
were incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. Borrower shall indemnify each
Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of Borrower. All telephonic notices to and
other communications with Agent may be recorded by Agent, and each of the
parties hereto hereby consents to such recording.

         SECTION 10.3 NO WAIVER; CUMULATIVE REMEDIES.

         No failure by any Lender or Agent to exercise, and no delay by any such
Person in exercising, any right, remedy, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

         SECTION 10.4 ATTORNEY COSTS, EXPENSES AND TAXES.

         Borrower agrees (a) to pay or reimburse Agent for all reasonable third
party costs and expenses incurred in connection with the development,
preparation, negotiation and execution of this Agreement and the other Loan
Documents and any amendment, waiver, consent or other modification of the
provisions hereof and thereof (whether or not the transactions contemplated
hereby or thereby are consummated), and the consummation and administration of
the transactions contemplated hereby and thereby, including all reasonable
Attorney Costs and third party costs and expenses in connection with the use of
IntraLinks, Inc. or other similar information transmission systems in connection
with this Agreement, and (b) to pay or reimburse Agent and each Lender for all
reasonable third party costs and expenses incurred in connection with the
enforcement, attempted enforcement after the occurrence of an Event of Default,
or preservation of any rights or remedies under this Agreement or the other Loan
Documents (including all such reasonable costs and expenses incurred during any
"workout" or restructuring in respect of the Obligations and during any legal
proceeding, including any proceeding under any Debtor Relief Law), including all
Attorney Costs. The foregoing third party costs and expenses shall include all
search, filing, recording, title insurance and appraisal charges and fees

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<PAGE>

and taxes related thereto, and other out-of-pocket expenses incurred by Agent
and the cost of independent public accountants and other outside experts
retained by Agent or any Lender, but shall not include allocated costs of
internal legal counsel or other employees for the Agent or any Lender or fees
and expenses of such internal legal counsel or other employees. The agreements
in this Section shall survive the termination of the Aggregate Commitments and
repayment of all other Obligations.

         SECTION 10.5 INDEMNIFICATION BY BORROWER.

         Whether or not the transactions contemplated hereby are consummated,
Borrower shall indemnify and hold harmless each Agent-Related Person, each
Lender and their respective Affiliates, directors, officers, employees, counsel,
agents and attorneys-in-fact (collectively the "Indemnitees") from and against
any and all liabilities, obligations, losses, damages, penalties, claims,
demands, actions, judgments, suits, costs, expenses and disbursements (including
Attorney Costs) of any kind or nature whatsoever which may at any time be
imposed on, incurred by or asserted against any such Indemnitee in any way
relating to or arising out of or in connection with (a) the execution, delivery,
enforcement, performance or administration of any Loan Document or any other
agreement, letter or instrument delivered in connection with the transactions
contemplated thereby or the consummation of the transactions contemplated
thereby, (b) the obligations of each Borrower expressed under any Loan Document
or any other agreement, letter or instrument delivered in connection with the
transactions contemplated thereby being or becoming void, voidable,
unenforceable or ineffective as against any Borrower for any reason whatsoever,
whether or not known to the Agent or any Lender, the amount of such loss being
the amount which Agent or the relevant Lender would otherwise have been entitled
to recover from each Borrower, (c) any Commitment, Loan or Letter of Credit or
the use or proposed use of the proceeds therefrom (including any refusal by
Agent to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (d) any actual or alleged presence or release of
Hazardous Materials on or from any property currently or formerly owned or
operated by Borrower, any Subsidiary or any other Loan Party, or any
Environmental Liability related in any way to Borrower, any Subsidiary or any
other Loan Party, or (e) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation
for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether Indemnitee is a party thereto (all the
foregoing, collectively, the "Indemnified Liabilities"); provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demand, actions,
judgments, suits, costs, expenses or disbursements are determined by a court of
competent jurisdiction by final and non-appealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee. No
Indemnitee shall be liable for any damages arising from the use by others of any
information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Agreement, nor shall
any Indemnitee have any liability for any indirect or consequential damages
relating to this Agreement or any other Loan Document or arising out of its
activities in connection herewith or therewith (whether before or after the
Closing Date). The agreements in this Section shall survive the resignation of
Agent, the replacement of any Lender, the termination of the Aggregate
Commitments and the repayment, satisfaction or discharge of all the other

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Obligations. All amounts due under this Section 10.5 shall be payable within ten
(10) Business Days after demand.

         SECTION 10.6 PAYMENTS SET ASIDE.

         To the extent that any payment by or on behalf of Borrower is made to
Agent or any Lender, or Agent or any Lender exercises its right of set-off, and
such payment or the proceeds of such set-off or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by Agent or such Lender in
its discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to Agent upon demand its applicable share of
any amount so recovered from or repaid by Agent, plus interest thereon from the
date of such demand to the date such payment is made at a rate per annum equal
to the Federal Funds Rate from time to time in effect.

         SECTION 10.7 SUCCESSORS AND ASSIGNS.

         (a)      The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the provisions of subsection (b) of this Section, (ii) by way of
participation in accordance with the provisions of subsection(d) of this
Section, or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of subsection (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the
Indemnitees) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

         (b)      Any Lender may assign to one or more Eligible Assignees all or
a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations and in Swing Line Loans) at
the time owing to it); provided that (i) except in the case of an assignment of
the entire remaining amount of the assigning Lender's Commitment and the Loans
at the time owing to it or in the case of an assignment to a Lender or an
Affiliate of a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) subject to each such assignment,
determined as of the date the Assignment and Assumption Agreement with respect
to such assignment is delivered to Agent, shall not be less than $5,000,000
unless each of Agent and, so long as no Event of Default has occurred and is
continuing, Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed); (ii) each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, except that this clause (ii) shall not apply to rights in respect of
outstanding Swing Line Loans, (iii) any assignment of a Commitment must be
approved by

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<PAGE>

Agent, unless the Person that is the proposed assignee is itself a Lender
(whether or not the proposed assignee would otherwise qualify as an Eligible
Assignee), and (iv) the parties to each assignment shall execute and deliver to
Agent an Assignment and Assumption Agreement, together with a processing and
recordation fee of $3,500. Upon request, Agent shall inform any Lender of an
assignment to any Eligible Assignee. Subject to acceptance and recording thereof
by Agent pursuant to subsection (c) of this Section, from and after the
effective date specified in each Assignment and Assumption Agreement, the
Eligible Assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Assumption Agreement, have the rights
and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption Agreement, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption Agreement covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Section 3.1, Section 3.4, Section 3.5, Section 10.4, Section 10.5
and with respect to facts and circumstances occurring prior to the date of such
assignment). Upon request, Borrower (at its expense) shall execute and deliver a
Note to the assignee Lender. Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this subsection shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d)
of this Section.

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

         (d)      Any Lender may, without the consent of, or notice to, Borrower
or Agent, sell participations to any Person (other than a natural person or
Borrower or any of Borrower's Affiliates or Subsidiaries (each a "Participant")
in all or a portion of such Lender's rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans
(including such Lender's participations in L/C Obligations and/or Swing Line
Loans) owing to it); provided that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) Borrower, Agent and the other Lenders shall continue to deal solely
and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in the first provision to Section 10.1 that directly affects such
Participant. Subject to subsection (e) of this Section, Borrower agrees that
each Participant shall be entitled to the benefits of Section 3.1,

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<PAGE>

Section 3.4 and Section 3.5 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to subsection (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.9 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.13 as though it were a Lender.

         (e)      A Participant shall not be entitled to receive any greater
payment under Section 3.1 or Section 3.4 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with Borrower's prior written consent.

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

         (g)      If the consent of Borrower to an assignment to an Eligible
Assignee is required hereunder (including a consent to an assignment which does
not meet the minimum assignment threshold specified in clause (i) of the proviso
to the first sentence of Section 10.7(b)), Borrower shall be deemed to have
given its consent five (5) Business Days after the date notice thereof has been
delivered to Borrower by the assigning Lender (through Agent) unless such
consent is expressly refused by Borrower prior to such fifth Business Day.

         (h)      As used herein, "Eligible Assignee" means (a) a Lender; (b) an
Affiliate of a Lender; and (c) any other Person (other than a natural Person)
approved by (i) Agent and (ii) unless an Event of Default has occurred and is
continuing, Borrower (such approval referred to in (i) and (ii) not to be
unreasonably withheld or delayed) ); provided that notwithstanding the
foregoing, "Eligible Assignee" shall not include Borrower or any of Borrower's
Affiliates or Subsidiaries.

         (i)      Notwithstanding anything to the contrary contained herein, if
at any time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, (i) upon 30 days' notice to Borrower
and Lenders, resign in its capacity as issuer of Letters of Credit hereunder
(the "L/C Issuer") and/or (ii) upon 30 days' notice to Borrower, resign in its
capacity as provider of Swing Line Loans ("Swing Line Lender"). In the event of
any such resignation as L/C Issuer or Swing Line Lender, Borrower shall be
entitled to appoint from among Lenders a successor L/C Issuer or Swing Line
Lender hereunder; provided, however, that no failure by Borrower to appoint any
such successor shall affect the resignation of Bank of America as L/C Issuer or
Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer,
it shall retain all the rights and obligations of Agent as the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require Lenders to make Base Rate Committed
Loans or fund risk participations in Unreimbursed Amounts pursuant to Section
2.3(c)). If Bank of America resigns as Swing Line Lender, it shall retain all
the rights of Agent as the Swing Line Lender provided for hereunder with respect
to Swing Line Loans made by it and outstanding as of the effective date of such
resignation, including the right to require Lenders to make Base Rate Committed
Loans or fund risk participations in outstanding Swing Line Loans pursuant to
Section 2.4(c). Borrower,

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Lenders and Bank of America agree that they shall amend this Agreement as
necessary to reflect that Bank of America remains Agent for purposes of
administering this Agreement, but has resigned in its capacity as L/C Issuer
and/or Swing Line Lender and another Lender(s) shall provides such service,
including the obligation of the successor to Bank of America as L/C Issuer to
issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or to make other arrangements
satisfactory to Bank of America to effectively assume the obligations of Bank of
America with respect to such Letters of Credit.

         SECTION 10.8 CONFIDENTIALITY.

         Each of Agent and Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential); (b) to the extent requested by any regulatory authority; (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process; (d) to any other party to this Agreement; (e) in
connection with the exercise of any remedies hereunder or any other Loan
Document or any suit, action or proceeding relating to this Agreement or any
other Loan Document or the enforcement of rights hereunder or under any other
Loan Document; (f) subject to an agreement containing provisions substantially
the same as those of this Section, to (i) any Eligible Assignee of or
Participant in, or any prospective Eligible Assignee of or Participant in, any
of its rights or obligations under this Agreement or (ii) any direct or indirect
contractual counterparty or prospective counterparty (or such contractual
counterparty's or prospective counterparty's professional advisor) to any credit
derivative transaction relating to obligations of a Loan Party; (g) with the
consent of Borrower; (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes
available to Agent or any Lender on a nonconfidential basis from a source other
than Borrower; or (i) to the National Association of Insurance Commissioners or
any other similar organization. In addition, Agent and Lenders may disclose the
existence of this Agreement and information about this Agreement to market data
collectors, similar service providers to the lending industry, and service
providers to Agent and Lenders in connection with the administration and
management of this Agreement, the other Loan Documents, the Commitments, and the
Credit Extensions. For the purposes of this Section, "Information" means all
information received from any Loan Party relating to any Loan Party or its
business, other than any such information that is available to Agent or any
Lender on a nonconfidential basis prior to disclosure by any Loan Party;
provided that, in the case of information received from any Loan Party after the
date hereof, such information is clearly identified in writing at the time of
delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information. In addition, Agent may disclose to
any agency or organization that assigns standard identification numbers to loan
facilities such basic information describing the facilities provided hereunder
as is necessary to assign unique identifiers (and, if requested, supply a copy
of this Agreement), it being understood that the Person to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to make available to the public only such Information as such person
normally makes available in the course of its business of assigning
identification numbers. Notwithstanding anything

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herein to the contrary, "Information" shall not include, and Agent and each
Lender may disclose to any and all Persons, without limitation of any kind, any
information with respect to the "tax treatment" and "tax structure" (in each
case, within the meaning of Treasury Regulation Section 1.6011-4) of the
transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to Agent or such Lender
relating to such tax treatment and tax structure; provided that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the tax treatment or tax structure of the Loans,
Letters of Credit and transactions contemplated hereby.

         SECTION 10.9 SET-OFF.

         In addition to any rights and remedies of Lenders provided by law, upon
the occurrence and during the continuance of any Event of Default, each Lender
is authorized at any time and from time to time, without prior notice to
Borrower or any other Loan Party, any such notice being waived by Borrower (on
its own behalf and on behalf of each Loan Party) to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held by, and other indebtedness at any
time owing by, such Lender to or for the credit or the account of the respective
Loan Parties against any and all Obligations owing to such Lender hereunder or
under any other Loan Document, now or hereafter existing, irrespective of
whether or not Agent or such Lender shall have made demand under this Agreement
or any other Loan Document and although such Obligations may be contingent or
unmatured or denominated in a currency different from that of the applicable
deposit or Indebtedness. Each Lender agrees promptly to notify Borrower and
Agent after any such set-off and application made by such Lender; provided,
however, that the failure to give such notice shall not affect the validity of
such set-off and application.

         SECTION 10.10 INTEREST RATE LIMITATION.

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

         SECTION 10.11 COUNTERPARTS.

         This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

         SECTION 10.12 INTEGRATION.

         This Agreement, together with the other Loan Documents, comprises the
complete and integrated agreement of the parties on the subject matter hereof
and thereof and supersedes all

                                       72
<PAGE>

prior agreements, written or oral, on such subject matter. In the event of any
conflict between the provisions of this Agreement and those of any other Loan
Document, the provisions of this Agreement shall control; provided that the
inclusion of supplemental rights or remedies in favor of Agent or Lenders in any
other Loan Document shall not be deemed a conflict with this Agreement. Each
Loan Document was drafted with the joint participation of the respective parties
thereto and shall be construed neither against nor in favor of any party, but
rather in accordance with the fair meaning thereof.

         SECTION 10.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and
thereof. Such representations and warranties have been or will be relied upon by
Agent and each Lender, regardless of any investigation made by Agent or any
Lender or on their behalf and notwithstanding that Agent or any Lender may have
had notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.

         SECTION 10.14 SEVERABILITY.

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

         SECTION 10.15 GOVERNING LAW; SUBMISSION TO JURISDICTION.

         (a)      THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT AGENT AND EACH
LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

         (b)      ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF MARYLAND
SITTING IN MONTGOMERY COUNTY OR OF THE UNITED STATES FOR THE DISTRICT OF SUCH
STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, BORROWER, AGENT AND EACH
LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. BORROWER, AGENT AND EACH LENDER IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO. BORROWER, AGENT AND

                                       73
<PAGE>

EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS,
WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

         SECTION 10.16 WAIVER OF RIGHT TO TRIAL BY JURY.

         EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         SECTION 10.17 TIME OF THE ESSENCE.

         Time is of the essence of the Loan Documents.

         SECTION 10.18 RIGHT TO TERMINATE.

         Borrower shall have the right to terminate this Agreement at any time
without penalty upon not less than sixty (60) days notice to Agent and Lenders
and payment of all Obligations outstanding hereunder as of the date of
termination. If and when Borrower has paid and performed all of the Obligations,
and no further advances are to be made under this Agreement, the Agent will
provide a release of all Collateral to Borrower, which Borrower may record, as
necessary, at its own expense. For purposes of this Section, "penalty" does not
`include any fees or costs specifically provided for in this Agreement,
including any make whole or other similar fees or costs due upon the prepayment
of any sums bearing interest at an Optional Currency Rate.

                    (SIGNATURES BEGIN ON THE FOLLOWING PAGE)

                                       74
<PAGE>

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

                                 MICROS SYSTEMS, INC.

                                 By: ________________________________________

                                 Name: ______________________________________

                                 Title: _____________________________________

                                 DV TECHNOLOGY HOLDINGS CORPORATION

                                 By: ________________________________________

                                 Name: ______________________________________

                                 Title: _____________________________________

                                 DATAVANTAGE CORPORATION

                                 By: ________________________________________

                                 Name: ______________________________________

                                 Title: _____________________________________

                                 MSI DELAWARE, LLC
                                 BY: MICROS SYSTEMS, INC. ITS SOLE MEMBER

                                     By: ____________________________________

                                     Name: __________________________________

                                     Title: _________________________________

                                 MICROS-FIDELIO NEVADA, LLC
                                 BY: MICROS SYSTEMS, INC. ITS SOLE MEMBER

                                     By: ____________________________________

                                     Name: __________________________________

                                     Title: _________________________________

                                      S - 1
<PAGE>

                                 MICROS-FIDELIO SOUTHWEST, INC.

                                 By: ________________________________________

                                 Name: ______________________________________

                                 Title: _____________________________________

                                 MICROS-FIDELIO WORLDWIDE, INC.

                                 By: ________________________________________

                                 Name: ______________________________________

                                 Title: _____________________________________

                                      S - 2
<PAGE>

                                 BANK OF AMERICA, N.A., as Agent

                                 By: ________________________________________

                                 Name: ______________________________________

                                 Title: _____________________________________

                                 BANK OF AMERICA, N.A., AS A LENDER

                                 By: ________________________________________

                                 Name: ______________________________________

                                 Title: _____________________________________

                                 WACHOVIA BANK, NATIONAL ASSOCIATION, AS A
                                 LENDER

                                 By: ________________________________________

                                 Name: ______________________________________

                                 Title: _____________________________________

                                 US BANK, AS A LENDER

                                 By: ________________________________________

                                 Name: ______________________________________

                                 Title: _____________________________________

                                      S - 3
<PAGE>

                                                                    SCHEDULE 2.1

                                   COMMITMENTS
                               AND PRO RATA SHARES

<TABLE>
<CAPTION>
----------------------          --------------         --------------
       LENDER                     COMMITMENT           PRO RATA SHARE
----------------------          --------------         --------------
<S>                             <C>                    <C>
Bank of America, N.A.           $ 4,615,384.00                 46.15%

Wachovia Bank, N.A.             $ 3,846,154.00                 38.46%

US Bank                         $ 1,538,462.00                 15.39%
                                --------------          ------------
TOTAL                           $10,000,000.00          100.00000000%
                                ==============          ============
</TABLE>

                                       1
<PAGE>

                                                                    SCHEDULE 5.6

                                   LITIGATION

                                       1
<PAGE>

                                                                    SCHEDULE 5.9

                             ENVIRONMENTAL MATTERS

                                       1
<PAGE>

                                                                   SCHEDULE 5.13

                                  SUBSIDIARIES
                          AND OTHER EQUITY INVESTMENTS

Part (a).         Subsidiaries.

Part (b).         Other Equity Investments.

                                       1
<PAGE>

                                                                    SCHEDULE 7.1

                                 EXISTING LIENS

                                       1
<PAGE>

                                                                    SCHEDULE 7.3

                             EXISTING INDEBTEDNESS

                                       1
<PAGE>

                                                                   SCHEDULE 10.2

                              ADDRESSES FOR NOTICES

BORROWER

Attn: Gary Kaufman
c/o Micros Systems, Inc.
7031 Columbia Gateway Drive
Columbia, Maryland 21046-2289
Telephone: ___
Facsimile: ____
Electronic Mail: _______@_____

BANK OF AMERICA
Address for Payments and Requests for Loans
Bank of America, N.A.
1101 Wooten Parkway
Mail Code:
Rockville, Maryland 20852
Attention: Barbara Levy
Telephone: (301) 517-3128
Facsimile:
Electronic Mail: barbara.levy@bankofamerica.com
Account No.: ______________________
Ref: ________________
ABA# 111000012

Address for Receiving Letter of Credit Applications and related correspondence

Standby Letters of Credit:

                                                      BANK OF AMERICA, N.A.
                                                      TRADE OPERATIONS-CHICAGO
                                                      231 SOUTH LASALLE STREET
                                                      MAIL CODE: IL1-231-17-00
                                                      CHICAGO, ILLINOIS 60604
                                                      ATTENTION: RIYAZ KAKA
                                                      VICE PRESIDENT
                                                      TELEPHONE: 312.923.5924
                                                      FACSIMILE: 312.974.142
                                                      ELECTRONIC MAIL: RIYAZ
                                                      KAKA@BANKOFAMERICA.COM

Commercial Letters of Credit

                                       1
<PAGE>

BANK OF AMERICA, N.A.
TRADE OPERATIONS-CHARLOTTE
INTERSTATE TOWER STE
121 W TRADE STREET
MAIL CODE: NC1-005-21-01
CHARLOTTE, NC 28255-0001
ATTENTION: LAURA BRYANT
SENIOR VICE PRESIDENT
TELEPHONE: 704.388.4479
FACSIMILE: 704.386.8555
ELECTRONIC MAIL:
LAURA.BRYANT@BANKOFAMERICA.COM

Other Notices as Agent:
Bank of America, N.A.
Agency Management

Attention: _______________
Vice President
Telephone:
Facsimile: .

Other Notices as a Lender:
Bank of America, N.A.

Attention:

Telephone:
Facsimile:
Electronic Mail: ______________@bankofamerica.com

[OTHER LENDERS]
Requests for Credit Extensions:

Mail Code: _________________________
Attn: ________________________
__________________________
Telephone: ___

                                       2
<PAGE>

Facsimile: ____
Electronic Mail: _______@_____
Account No.
Ref:
ABA#
Notices (other than Requests for Credit Extensions):

Mail Code: _________________________
Attn: ________________________
__________________________
Telephone: ___
Facsimile: ____
Electronic Mail: _______@_____

                                       3
<PAGE>

                                                                       EXHIBIT A

                          FORM OF COMMITTED LOAN NOTICE

                                                        Date: ___________, _____
To:      Bank of America, N.A., as Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of July ___, 2003
(as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the "Credit Agreement;" the terms defined therein being used
herein as therein defined), among MICROS Systems, Inc., et al ("Borrower"),
Lenders from time to time party thereto, and Bank of America, N.A., as Agent.

The undersigned hereby requests (select one):

         [ ] A Borrowing of Committed Loans    [ ] A conversion or continuation
                                               of Committed Loans

1.       On ___________________________________________ (a Business Day).

2.       In the amount of $____________________________.

3.       Comprised of __________________________________.
                       [Type of Committed Loan requested]

4.       For Eurodollar Rate Committed Loans: with an Interest Period of ___
         months.

[The Committed Borrowing requested herein complies with the proviso to the first
sentence of Section 2.1 of the Credit Agreement.]

                                    MICROS SYSTEMS, INC.

                                    By: ____________________________________

                                    Name: __________________________________

                                    Title: _________________________________t

                                                   Form of Committed Loan Notice

                                       A-1
<PAGE>

                                                                       EXHIBIT B

                         FORM OF SWING LINE LOAN NOTICE

                                                        Date: ___________, _____

To:      Bank of America, N.A., as Agent

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, dated as of July
___, 2003 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Credit Agreement;" the terms defined therein
being used herein as therein defined), among MICROS Systems, Inc., et al
("Borrower"), Lenders from time to time party thereto, and Bank of America,
N.A., as Agent.

         The undersigned hereby requests a Swing Line Loan:

         1.       On ____ (a Business Day).

         2.       In the amount of $____.

         The Swing Line Borrowing requested herein complies with the
requirements of the proviso to the first sentence of Section 2.4(a) of the
Credit Agreement.

                                    MICROS SYSTEMS, INC.

                                    By: ____________________________________

                                    Name: __________________________________

                                    Title: _________________________________

                                                  Form of Swing Line Loan Notice

                                       B-1
<PAGE>

                                                                       EXHIBIT C

                                  FORM OF NOTE

$______________________                              _______________________

         FOR VALUE RECEIVED, the undersigned ("Borrower"), hereby promises to
pay to the order of _____________________________ or registered assigns
("Lender"), in accordance with the provisions of the Agreement (as hereinafter
defined) the principal amount of each Loan from time to time made by Lender to
Borrower under that certain Credit Agreement, dated as of July ___, 2003 (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the "Agreement;" the terms defined therein being used herein as
therein defined), among Borrower, Lenders from time to time party thereto, and
Bank of America, N.A., as Agent.

         Borrower promises to pay interest on the unpaid principal amount of
each Loan from the date of such Loan until such principal amount is paid in
full, at such interest rates and at such times as provided in the Agreement. All
payments of principal and interest shall be made to Agent for the account of
Lender in Dollars in immediately available funds at Agent's Office. If any
amount is not paid in full when due hereunder, such unpaid amount shall bear
interest, to be paid upon demand, from the due date thereof until the date of
actual payment (and before as well as after judgment) computed at the per annum
rate set forth in the Agreement.

         This Note is one of the Notes referred to in the Agreement, is entitled
to the benefits thereof and may be prepaid in whole or in part subject to the
terms and conditions provided therein. This Note is also entitled to the
benefits of the Guaranty and is secured by the Collateral. Upon the occurrence
and continuation of one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Note shall become, or may
be declared to be, immediately due and payable all as provided in the Agreement.
Loans made by Lender shall be evidenced by one or more loan accounts or records
maintained by Lender in the ordinary course of business. Lender may also attach
schedules to this Note and endorse thereon the date, amount and maturity of its
Loans and payments with respect thereto.

         Except as otherwise provided for in the Credit Agreement, Borrower, for
itself, its successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and non-payment of
this Note.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF MARYLAND.

                                    MICROS SYSTEMS, INC.

                                    By: ____________________________________

                                    Name: __________________________________

                                    Title: _________________________________

                                                     Form of Committed Loan Note

                                       C-1
<PAGE>

                                    DV TECHNOLOGY HOLDINGS CORPORATION

                                    By: ____________________________________

                                    Name: __________________________________

                                    Title: _________________________________

                                    DATAVANTAGE CORPORATION

                                    By: ____________________________________

                                    Name: __________________________________

                                    Title: _________________________________

                                    MICROS - FIDELIO NEVADA, LLC
                                    By: Micros Systems, Inc. its sole member

                                        By: ________________________________

                                        Name: ______________________________

                                        Title: _____________________________

                                    MSI DELAWARE, LLC
                                    By: Micros Systems, Inc., its sole member

                                        By: ________________________________

                                        Name: ______________________________

                                        Title: _____________________________

                                    MICROS-FIDELIIO SOUTHWEST, INC.

                                    By: ____________________________________

                                    Name: __________________________________

                                    Title: _________________________________

                                    MICROS FIDELIO WORLDWIDE, INC.

                                    By: ____________________________________

                                    Name: __________________________________

                                    Title: _________________________________

                                                     Form of Committed Loan Note

                                     C-2
<PAGE>

                     LOANS AND PAYMENTS WITH RESPECT THERETO

<TABLE>
<CAPTION>
                                                                              AMOUNT OF        OUTSTANDING
                                                                             PRINCIPAL OR       PRINCIPAL
                       TYPE OF LOAN     AMOUNT OF LOAN   END OF INTEREST    INTEREST PAID      BALANCE THIS    NOTATION
       DATE                MADE              MADE             PERIOD          THIS DATE            DATE        MADE BY
-----------------------------------------------------------------------------------------------------------------------
<S>                    <C>              <C>              <C>                <C>                <C>             <C>

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------

  -------------        ------------     --------------   ---------------    -------------      ------------    --------
</TABLE>

                                                     Form of Committed Loan Note

                                       C-3
<PAGE>

                                                                       EXHIBIT D

                         FORM OF COMPLIANCE CERTIFICATE

                                         Financial Statement Date:____________ ,

To:      Bank of America, N.A., as Agent

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, dated as of July
___, 2003 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among MICROS Systems, Inc, et al ("Borrower"),
Lenders from time to time party thereto, and Bank of America, N.A., as Agent.

         The undersigned Responsible Officer hereby certifies as of the date
hereof that he/she is the ____________________________________________________
________ of Borrower, and that, as such, he/she is authorized to execute and
deliver this Certificate to Agent on behalf of Borrower, and that:

            [Use following for fiscal YEAR-END financial statements]

1.       Attached hereto as Schedule 1 are the year-end audited financial
statements required by Section 6.1(a) of the Agreement for the fiscal year of
Borrower ended as of the above date, together with the report and opinion of an
independent certified public accountant required by such section.

           [Use following for fiscal QUARTER-END financial statements]

1.       Attached hereto as Schedule 1 are the unaudited financial statements
required by Section 6.1(b) of the Agreement for the fiscal quarter of Borrower
ended as of the above date. Such financial statements fairly present the
financial condition, results of operations and cash flows of Borrower and its
Subsidiaries in accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the absence of footnotes.

2.       The undersigned has reviewed and is familiar with the terms of the
Agreement and has made, or has caused to be made under his/her supervision, a
detailed review of the transactions and condition (financial or otherwise) of
Borrower during the accounting period covered by the attached financial
statements.

3.       A review of the activities of Borrower during such fiscal period has
been made under the supervision of the undersigned with a view to determining
whether during such fiscal period Borrower performed and observed all its
Obligations under the Loan Documents, and

                                  [SELECT ONE:]

[TO THE BEST KNOWLEDGE OF THE UNDERSIGNED DURING SUCH FISCAL PERIOD, BORROWER
PERFORMED AND OBSERVED EACH COVENANT AND CONDITION OF THE LOAN DOCUMENTS
APPLICABLE TO IT.]

                                     --OR--

[THE FOLLOWING COVENANTS OR CONDITIONS HAVE NOT BEEN PERFORMED OR OBSERVED AND
THE FOLLOWING IS A LIST OF EACH SUCH DEFAULT OR EVENT OF DEFAULT AND ITS NATURE
AND STATUS:]

4.       THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER CONTAINED IN ARTICLE
V OF THE AGREEMENT, OR WHICH ARE CONTAINED IN ANY DOCUMENT FURNISHED AT ANY TIME
UNDER OR IN CONNECTION

                                                  Form of Compliance Certificate

                                       E-1
<PAGE>

WITH THE LOAN DOCUMENTS, ARE TRUE AND CORRECT ON AND AS OF THE DATE HEREOF,
EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER
TO AN EARLIER DATE, IN WHICH CASE THEY ARE TRUE AND CORRECT AS OF SUCH EARLIER
DATE, AND EXCEPT THAT FOR PURPOSES OF THIS COMPLIANCE CERTIFICATE, THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN SUBSECTIONS (a) AND (b) OF SECTION
5.5 OF THE AGREEMENT SHALL BE DEEMED TO REFER TO THE MOST RECENT STATEMENTS
FURNISHED PURSUANT TO CLAUSES (a) AND (b), RESPECTIVELY, OF SECTION 6.1 OF THE
AGREEMENT, INCLUDING THE STATEMENTS IN CONNECTION WITH WHICH THIS COMPLIANCE
CERTIFICATE IS DELIVERED.

5.       The financial covenant analyses and information set forth on Schedule 2
attached hereto are true and accurate on and as of the date of this Certificate.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
____________________, 200.

                                   MICROS SYSTEMS, INC.

                                   By: ____________________________________

                                   Name: __________________________________

                                   Title: _________________________________

                                                  Form of Compliance Certificate

                                       E-2
<PAGE>

                For the Quarter/Year ended ___________________("Statement Date")

                                   SCHEDULE 2
                          to the Compliance Certificate
                                  ($ in 000's)

I.       SECTION 6.12(a) -TANGIBLE NET WORTH.

         Tangible Net Worth at Statement Date:

                  1.       Ninety Five percent (95%) of
                           Tangible Net Worth as of
                           3/31/03, plus                      $______________

                  2.       the sum of 50% of net income
                           after income taxes (without
                           subtracting losses) earned in
                           each quarterly accounting period
                           ending after the date of the
                           Agreement]                         $______________

                  3.       Minimum Required Tangible Net
                           Worth (II.B.1 plus II.B.2)                   $______]

II.      SECTION 6.12(b) - LEVERAGE RATIO.

A.       Total Funded Debt

                  1.       Domestic Debt                      $_______________

                  2.       CommerzBank Debt                   $_______________

                  3.       International Debt (other than
                           CommerzBank Debt)                  $_______________

                  4.       Total Funded Debt                  $_______________

B.       EBITDA

                  1.       net income                         $_______________

                  2.       less income or plus loss from
                           discontinued operations and
                           extraordinary items, plus          $_______________

                  3.       income taxes, plus                 $_______________

                  4.       interest expense, plus             $_______________

                  5.       depreciation, depletion and
                           amortization                       $_______________

                  6.       Total EBITDA                       $_______________

C.       Ratio (Line II.A.3 to Line II.B.6)
         _______________ to 1.0

                  Maximum allowed: 2.0 to 1.0.

                                                  Form of Compliance Certificate

                                       E-3
<PAGE>

III.     SECTION 6.12(c) - FIXED CHARGE COVERAGE RATIO.

A.       EBITDA

                  1.       net income                                  $______

                  2.       less income or plus loss from
                           discontinued operations
                           and extraordinary items, plus               $______

                  3.       income taxes, plus                          $______

                  4.       interest expense, plus                      $______

                  5.       depreciation, depletion and
                           amortization                                $______

                  6.       Total EBITDA                                $______

                  7.       minus income tax                           ($______)

                  8.       Total                                       $______

B.       Fixed Charges

                  1.       interest expense, plus                      $______

                  2.       the current portion of long
                           term liabilities, plus                      $______

                  3.       the current portion of capital
                           expenditures plus                           $______

                  4.       stock repurchases                           $______

                  5.       dividends                                   $______

                  6.       Total Fixed Charges                         $______

C.       Ratio (Line II.A.8 to Line II.B.5)
         _______________ to 1.0

                  Minimum Required: 1.25 to 1.0.

                                                  Form of Compliance Certificate

                                       E-4
<PAGE>

IV.      SECTION 6.12(d) - ASSET COVERAGE RATIO.

A.       The aggregate of

                  1.       Domestic Book Net Accounts
                           Receivable                                  $______

                  2.       Domestic Book Net Inventory
                           (capped at $10,000,000)                     $______

                  3.       Total                                       $______

B.       The aggregate of

                  1.       International Debt                 $______________

                  2.       Domestic Debt                      $______________

                  3.       Total Funded Debt                  $______________

C.       Ratio (Line II.A.3 to Line II.B.3)
         _______________ to 1.0

                  Minimum Required: 1.0 to 1.0.

                                                  Form of Compliance Certificate

                                       E-5
<PAGE>

                                                                       EXHIBIT E

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         This Assignment and Assumption Agreement (this "Assignment") is dated
as of the Effective Date set forth below and is entered into by and between
[INSERT NAME OF ASSIGNOR] (the "Assignor") and [INSERT NAME OF ASSIGNEE] (the
"Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment as if set forth herein in full.

         For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
Agent as contemplated below, (i) all of the Assignor's rights and obligations as
a Lender under the Credit Agreement and any other documents or instruments
delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of
the Assignor under the respective facilities identified below (including, to the
extent included in any such facilities, Letters of Credit, and Swing Line Loans)
included in such facilities and, (ii) to the extent permitted to be assigned
under applicable law, all claims, including, without limitation, suits, causes
of action and any other right of the Assignor (in its capacity as a Lender)
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including, but not limited to, contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or
in equity related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold and assigned pursuant to
clauses (i) and (ii) above being referred to herein collectively as, (the
"Assigned Interest"). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment, without
representation or warranty by the Assignor.

1.       Assignor:         ___________________

2.       Assignee:         ___________________ [AND IS AN AFFILIATE OF ASSIGNOR]

3.       Borrower(s):      ___________________

4.       Agent: Bank of America, N. A., as Agent under the Credit Agreement

5.       Credit Agreement: The Credit Agreement, dated as of ________, 2003
among MICROS Systems, Inc., et al, Lenders parties thereto, and Agent

                                     Form of Assignment and Assumption Agreement

                                       F-1
<PAGE>

                                                   SCHEDULE 1 Assigned Interest:

<TABLE>
<CAPTION>
                                   Aggregate
                                   Amount of                      Amount of                   Percentage
                                Commitment/Loans               Commitment/Loans               Assigned of
Facility Assigned               For all Lenders                    Assigned                Commitment/Loans
-----------------               ---------------                    --------                ----------------
<S>                             <C>                            <C>                         <C>
                                $                              $                                          %
  -------------                  ---------------                ---------------            ---------------

                                $                              $                                          %
  -------------                  ---------------                ---------------            ---------------

                                $                              $                                          %
  -------------                  ---------------                ---------------            ---------------
</TABLE>

         Effective Date: __________________, 20__ [TO BE INSERTED BY AGENT AND
WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER.]

         The terms set forth in this Assignment are hereby agreed to:

                                       ASSIGNOR
                                       [NAME OF ASSIGNOR]

                                       By:
                                           ------------------------------
                                           Title:

                                       ASSIGNEE
                                       [NAME OF ASSIGNEE]

                                       By:
                                           ------------------------------
                                           Title:

[CONSENTED TO AND] Accepted:

Bank of America, N.A., as
  Agent

By:
    -------------------------------
    Title:

[CONSENTED TO:]

[NAME OF BORROWER(S)]
By:
    -------------------------------
    Title:

                                     Form of Assignment and Assumption Agreement

                                       F-2
<PAGE>

                 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT

                  STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
                            AND ASSUMPTION AGREEMENT

         1.       Representations and Warranties.

         1.1.     Assignor. The Assignor (a) represents and warrants that (i) it
is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Documents , or any collateral thereunder, (iii) the financial condition of
Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by Borrower,
any of its Subsidiaries or Affiliates or any other Person of any of their
respective obligations under any Loan Document.

         1.2.     Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement, (ii) it meets all
requirements of an Eligible Assignee under the Credit Agreement, (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, and (iv) it has received a
copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 6.1 thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision
independently and without reliance on Agent or any other Lender; and (b) agrees
that (i) it will, independently and without reliance on Agent, the Assignor or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.

         1.3      Assignee's Address for Notices, etc. Attached hereto as
Schedule 1 is all contact information, address, account and other administrative
information relating to the Assignee.

         2.       Payments. From and after the Effective Date, Agent shall make
all payments in respect of the Assigned Interest (including payments of
principal, interest, fees and other amounts) to the Assignee whether such
amounts have accrued prior to or on or after the Effective Date. The Assignor
and the Assignee shall make all appropriate adjustments in payments by Agent for
periods prior to the Effective Date or with respect to the making of this
assignment directly between themselves.

         3.       General Provisions. This Assignment shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
assigns. This Assignment may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of
a signature page of this Assignment by telecopy shall be effective as delivery
of a manually

                          Annex 1 to Form of Assignment and Assumption Agreement

                                       F-3
<PAGE>

executed counterpart of this Assignment. This Assignment shall be governed by,
and construed in accordance with, the laws of the State of Maryland.

                          Annex 1 to Form of Assignment and Assumption Agreement

                                       F-4
<PAGE>

                SCHEDULE 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT
                             ADMINISTRATIVE DETAILS

(ASSIGNEE TO LIST NAMES OF CREDIT CONTACTS, ADDRESSES, PHONE AND FACSIMILE
NUMBERS, ELECTRONIC MAIL ADDRESSES AND ACCOUNT AND PAYMENT INFORMATION)

<PAGE>

                                                                       EXHIBIT F

                     ADDITIONAL BORROWER JOINDER SUPPLEMENT

         THIS ADDITIONAL BORROWER JOINDER SUPPLEMENT (this "Agreement") is made
this ___ day of ______, 200__, by and among MICROS SYSTEMS, INC., a Maryland
corporation ("Designated Borrower"), the other "Existing Borrowers" (as that
term is defined below), ________________________________, a __________________
corporation (the "Additional Borrower"), and wholly-owned subsidiary of
________________________________, and BANK OF AMERICA, N. A., a national banking
association ("Bank of America"), and each other financial institution which is a
party to the Credit Agreement (as that term is defined below) (collectively, the
"Lenders" and individually, a "Lender"); and BANK OF AMERICA, N. A., a national
banking association, in its capacity as both collateral and administrative agent
for each of the Lenders (the "Agent").

         NOW, THEREFORE, for value received the undersigned agree as follows:

         1.       Reference is hereby made to the Credit Agreement dated as of
July __, 2003 (as amended, modified, restated, substituted, extended and renewed
at any time and from time to time, the "Credit Agreement") by and among
Designated Borrower, and DV Technology Holdings Corporation., a Delaware
corporation ("DV"), Datavantage Corporation, an Ohio corporation ("Data"),
MICROS-Fidelio Nevada, LLC, a Nevada limited liability company ("Nevada"), MSI
Delaware, LLC, a Delaware limited liability company ("Delaware"), MICROS-Fidelio
Southwest, Inc., a Nevada corporation ("Southwest"), MICROS-Fidelio Worldwide,
Inc., a Nevada corporation ("Worldwide"), constituting each Person that is
included in the definition of "Borrower" (as that term is defined in the Credit
Agreement) immediately prior to the date of this Agreement (together with
Designated Borrower, the "Existing Borrowers"), the Lenders from time to time
parties thereto, and the Agent. Capitalized terms not otherwise defined in this
Agreement shall have the meanings given to them in the Credit Agreement.

         2.       The Additional Borrower hereby acknowledges, confirms and
agrees that on and as of the date of this Agreement the Additional Borrower has
become an "Additional Borrower" (as that term is defined in the Credit
Agreement), and, along with the Existing Borrowers, is included in the
definition of "Borrower" under the Credit Agreement and the other Loan Documents
for all purposes thereof, and as such shall be jointly and severally liable, as
provided in the Loan Documents, for all Obligations thereunder (whether incurred
or arising prior to, on, or subsequent to the date hereof) and otherwise bound
by all of the terms, provisions and conditions thereof.

         3.       Without in any way implying any limitation on any of the
provisions of this Agreement, the Credit Agreement, or any of the other Loan
Documents, Additional Borrower hereby assigns, pledges and grants to Agent, for
the ratable benefit of the Agent and Lenders as security for the Obligations,
and agrees that Agent and the Lenders shall have a perfected and continuing
security interest in, and Lien on:

         (a)      All property included within the definition of "inventory" set
forth in the Maryland Uniform Commercial Code (the "UCC"), in all of its forms,
wherever located in the United States of America, now or hereafter existing,
including, without limitation, (i) all goods,

<PAGE>

computer software, computer hardware or computer systems held or intended for
sale, lease or licensing by Additional Borrower or furnished or to be furnished
under contracts of sale, leasing, licensing or service; (ii) all raw materials,
work in process, finished goods, materials and supplies of every nature used or
usable in connection with the manufacture, packing, shipping, advertising or
sale of any such goods, (iii) goods in which Additional Borrower has an interest
in mass or a joint or other interest or right of any kind (including, without
limitation, goods in which Additional Borrower has an interest or right as
consignee), and (iv) goods that are returned to or repossessed by Additional
Borrower, and all accessions to, products of and documents for any of the
foregoing (any and all such inventory, accessions, products and documents being
the "Inventory");

         (b)      All property included within the definitions of "accounts,"
"chattel paper," "commercial tort claims", "documents", "instruments",
"letter-of-credit rights" and "supporting obligations" set forth in the UCC; all
contract rights, deposit accounts and other obligations of any kind, now or
hereafter existing, whether or not arising out of or in connection with the sale
or lease of goods or the rendering of services, whether or not represented by
instruments or chattel paper, and whether or not earned by performance; all
present and future rights to payments for computer software, computer hardware
or computer systems sold, leased or licensed; proceeds of any letter of credit
of which Additional Borrower is a beneficiary; all forms of obligations
whatsoever owed to Additional Borrower, together with all instruments and
documents of title representing any of the foregoing; all rights in any goods
that any of the foregoing may represent; any and all rights in any returned or
repossessed goods; all rights, security and guaranties with respect to any of
the foregoing, including, without limitation, any right of stoppage in transit;
and all rights now or hereafter existing in and to all security agreements,
leases, and other contracts securing or otherwise relating to any of the
foregoing (any and all such accounts, contract rights, chattel paper,
instruments, deposit accounts and obligations being the "Accounts Receivable,"
and any and all such leases, security agreements and other contracts being the
"Related Contracts");

         (c)      All proceeds of any and all of the foregoing or
hereinafter-described Collateral (including, without limitation, proceeds that
constitute property of the types described in Section 3(a) and Section 3(b)
above and, to the extent not otherwise included, all policies of insurance on
any property of Additional Borrower and all payments and proceeds under any such
insurance (whether or not Agent is the loss payee thereof), or any indemnity,
warranty or guaranty payable by reason of loss or damage to or otherwise with
respect to any of the foregoing Collateral; all cash; all books of account and
records, including all computer software relating thereto; all deposits of
Additional Borrower (general or special, time or demand, provisional or final)
at any time maintained with or held by Agent or any of its Affiliates, including
any certificates of deposit, and all instruments, investments or securities held
for Additional Borrower, and all indebtedness owed to Additional Borrower by
Agent or any of its Affiliates.

         Additional Borrower further agrees that Agent, for the ratable benefit
of Agent and the Lenders, shall have in respect thereof all of the rights and
remedies of a secured party under the Uniform Commercial Code as well as those
provided in this Agreement, under each of the other Loan Documents and under
applicable Laws.

         4.       Perfection and Protection of Security Interest.

                                       7
<PAGE>

                  (a)      Additional Borrower shall, at its expense, perform
all steps requested by Agent at any time to perfect, maintain, protect, and
enforce Agent's Liens, including: (i) executing and filing financing or
continuation statements, and amendments thereof, in form and substance
reasonably satisfactory to Agent; (ii) delivering to Agent the originals of all
Collateral that Agent determines it should have physical possession in order to
perfect and protect Agent's security interest therein, duly pledged, endorsed or
assigned to Agent without restriction; (iii) delivering to Agent warehouse
receipts covering any portion of the Collateral located in warehouses and for
which warehouse receipts are issued and certificates of title covering any
portion of the collateral for which certificates of title have been issued; (iv)
when an Event of Default has occurred and is continuing, transferring Inventory
to warehouses or other locations designated by Agent; (v) placing notations on
Additional Borrower's books of account to disclose Agent's security interest;
(vi) obtaining control agreements from securities intermediaries with respect to
financial assets in the possession of securities intermediaries; (vii) assigning
and delivering to Agent all Supporting Obligations, including letters of credit
on which Additional Borrower is named beneficiary with the written consent of
the issuer thereof; and (viii) taking such other steps as are deemed necessary
or desirable by Agent to maintain and protect Agent's Liens.

                  (b)      Additional Borrower hereby authorizes Agent at any
time and from time to time to file any initial financing statements, amendments
thereto and continuation statements as authorized by applicable law, required by
Agent to establish or maintain the validity, perfection and priority of the
security interest granted in this Agreement. For purposes of such filings,
Additional Borrower agrees to furnish any information requested by Agent
promptly upon request by Agent. Additional Borrower also ratifies its
authorization for Agent to have filed any like initial financing statements,
amendment thereto or continuation statements if filed prior to the date of this
Agreement.

                  (c)      If any Collateral is at any time in the possession or
control of any warehouseman, bailee or any of Additional Borrower's agents or
processors, then Additional Borrower shall notify Agent thereof and shall obtain
a bailee letter acknowledged by the bailee that notifies such Person of Agent's
security interest in such Collateral and instructs such Person to hold all such
Collateral for Agent's account subject to Agent's instructions. If at any time
any Collateral is located in any operating facility of Additional Borrower that
is leased by Additional Borrower, then Additional Borrower shall obtain written
landlord lien waivers or subordinations, in form and substance reasonably
satisfactory to Agent, that waives or subordinates all present and future Liens
which the owner or lessor of such premises may be entitled to assert against the
Collateral.

                  (d)      From time to time, Additional Borrower shall, upon
Agent's request, execute and deliver confirmatory written instruments pledging
to Agent, for the ratable benefit of Agent and the Lenders, the Collateral, but
Additional Borrower's failure to do so shall not affect or limit any security
interest or any other rights of Agent or any Lender in and to the Collateral
with respect to Additional Borrower. So long as the Credit Agreement is in
effect and until all Obligations have been fully satisfied, Agent's Liens shall
continue in full force and effect in all Collateral (whether or not deemed
eligible for the purpose of calculating the Availability or as the basis for any
advance, loan, extension of credit, or other financial accommodation).

         5.       Additional Borrower represents and warrants to Agent and the
Lenders that: (a) the Collateral Disclosure List previously delivered to Agent
is true and correct as of the date

                                       8
<PAGE>

hereof, (b) Schedule I is a correct and complete list of Additional Borrower's
chief executive office, the location of its books and records and the locations
of the Collateral; and (c) Schedule I correctly identifies any of such
facilities and locations that are not owned by Additional Borrower and sets
forth the names of the owners and lessors or sublessors of such facilities and
locations. Additional Borrower covenants and agrees that it will not (i)
maintain any Collateral at any location other than those locations listed for
Additional Borrower on Schedule I, (ii) otherwise change or add to any of such
locations, or (iii) change the location of its chief executive office from the
location identified in Schedule I, unless it gives Agent at least thirty (30)
days' prior written notice thereof and executes any and all financing statements
and other documents that Agent reasonably requests in connection therewith.
Without limiting the foregoing, Additional Borrower represents that all of its
Inventory (other than Inventory in transit) is, and covenants that all of its
Inventory will be, located either (a) on premises owned by Additional Borrower,
(b) on premises leased by Additional Borrower, provided that Agent has received
an executed landlord waiver from the landlord of such premises in form and
substance satisfactory to Agent, or (c) in a warehouse or with a bailee,
provided that Agent has received an executed bailee letter from the applicable
Person in form and substance satisfactory to Agent.

         6.       Schedule II hereto identifies the jurisdiction in which
Additional Borrower is organized and Additional Borrower covenants and agrees
that it will not change the jurisdiction in which it is organized unless it
gives Agent at least thirty (30) days' prior written notice thereof and all
necessary financing statements are filed and Additional Borrower executes and
delivers such other documents that Agent reasonably requests in connection
therewith. Additional Borrower also agrees not to change its name, the location
of Collateral, the form of organization or trade names under which it will
create Accounts, or to which instruments in payment of Accounts may be made
payable, in each case without at least thirty (30) days' prior written notice to
Agent.

         7.       Additional Borrower represents and warrants to Agent and the
Lenders and agrees with Agent and the Lenders that: (a) all of the Collateral is
and will continue to be owned by Additional Borrower free and clear of all Liens
whatsoever; (b) Agent's Liens in the Collateral will not be subject to any prior
Lien; and (c) Additional Borrower will use, store, and maintain the Collateral
with all reasonable care and will use such Collateral for lawful purposes only.

         8.       Additional Borrower hereby represents and warrants that all of
the representations and warranties contained in the Loan Documents executed by
Additional Borrower are true and correct on and as of the date hereof as if made
on and as of such date, both before and after giving effect to this Agreement,
and that no Event of Default or Default has occurred and is continuing or exists
or would occur or exist after giving effect to this Agreement.

         9.       Additional Borrower hereby covenants and agrees with Agent and
the Lenders as follows:

                  (a)      The Obligations include all present and future
indebtedness, duties, obligations, and liabilities, whether now existing or
contemplated or hereafter arising, of Borrower.

                  (b)      Reference in this Agreement, the Credit Agreement,
the Security Agreement and the other Loan Documents to the "Additional Borrower"
or otherwise with respect to any one or more of the Persons now or hereafter
included in the definition of "Additional Borrower" shall mean each and every
such Person and any one or more of such

                                       9
<PAGE>

Persons, jointly and severally, unless the context requires otherwise (by way of
example, and not limitation, if only one such Person is the owner of the real
property which is the subject of a mortgage).

                  (c)      Within ten (10) days following any request of Agent
so to do, Additional Borrower will furnish Agent and the Lenders and such other
persons as Agent may direct with a written certificate, duly acknowledged
stating in detail whether or not any credits, offsets or defenses exist with
respect to this Agreement or the Security Agreement.

         10.      This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Maryland, without regard to
principles of choice of law.

         11.      Prior to any further advance by the Agent or any Lender under
the Credit Agreement, the Additional Borrower shall satisfy the following
conditions precedent in a manner satisfactory in form and substance to the Agent
and its counsel:

                  (a)      The Agent shall have received:

                           (i)      a certificate of good standing certified by
         the Secretary of State, or other appropriate Governmental Authority, of
         the state of formation of the Additional Borrower;

                           (ii)     a certified copy from the appropriate
         Governmental Authority under which the Additional Borrower is
         organized, of the Additional Borrower's organizational documents and
         all recorded amendments thereto;

                           (iii)    a certificate of qualification to do
         business certified by the Secretary of State or other Governmental
         Authority of each jurisdiction in which the Additional Borrower
         conducts business; and

                           (iv)     a certificate dated as of the date of this
         Agreement by the Secretary or an Assistant Secretary of the Additional
         Borrower covering:

                                    (A)      true and complete copies of the
         Additional Borrower's organizational and governing documents and all
         amendments thereto;

                                    (B)      true and complete copies of the
         resolutions of its Board of Directors authorizing (1) the execution,
         delivery and performance of the Loan Documents to which it is a party,
         (2) the borrowings hereunder, and (3) the granting of the Liens
         contemplated by this Agreement and the Loan Documents to which the
         Additional Borrower is a party;

                                    (C)      the incumbency, authority and
         signatures of the officers of the Additional Borrower authorized to
         sign this Agreement and the other Loan Documents to which the
         Additional Borrower is a party; and

                                    (D)      the identity of the Additional
         Borrower's current directors, common stock holders and other equity
         holders, as well as their respective percentage ownership interests.

                  (b)      If required by Lenders, Agent shall have received the
favorable opinion of counsel for the Additional Borrower addressed to the Agent.

                  (c)      Additional Borrower shall have delivered documents
related to the Collateral as required pursuant to Section 6.14 of the Credit
Agreement.

                                       10
<PAGE>

                  (d)      The Additional Borrower shall have: (i) executed and
delivered all Loan Documents required to be filed, registered or recorded in
order to create, in favor of the Agent, a perfected Lien in the Collateral
(subject only to the Permitted Liens) in form and in sufficient number for
filing, registration, and recording in each office in each jurisdiction in which
such filings, registrations and recordations are required, and (ii) delivered
all such other documents, insurance certificates and other requirements related
to the Collateral as is required pursuant to the Collateral Documents.

                  (e)      If required by Lenders, Agent shall have received a
waiver from each landlord of each and every business premise leased by the
Additional Borrower and on which any of the Collateral is or may hereafter be
located, which landlords' waivers must be reasonably acceptable to the Agent and
its counsel in their sole and absolute discretion.

                  (f)      If required by Lenders, Agent shall have received an
agreement acknowledging the Liens of the Agent from each bailee, warehouseman,
consignee or similar third party which has possession of any of the Collateral,
which agreements must be reasonably acceptable to the Agent and its counsel in
their sole and absolute discretion.

         WITNESS the due execution hereof as of the day and year first written
above.

WITNESS:                              Additional Borrower

                                      __________________________________

_________________________             By:________________________(SEAL)
                                         Name:
                                         Title:

WITNESS:                              MICROS SYSTEMS, INC.

_________________________             By:________________________(SEAL)
                                         Name:
                                         Title:

WITNESS:                              BANK OF AMERICA, N. A.,
                                      in its capacity as Agent

_________________________             By:____________________________(Seal)
                                         Name:
                                         Title:

                                       11
<PAGE>

WITNESS:                              BANK OF AMERICA, N. A.,
                                      in its capacity as a Lender

_________________________             By:____________________________(Seal)
                                         Name:
                                         Title:

                                      WITNESS: [Other Lenders]

_________________________             By:____________________________(Seal)
                                         Name:
                                         Title:

                                       12
<PAGE>

                                   SCHEDULE I

                             LOCATION OF COLLATERAL

A.       Location of Chief Executive Office

B.       Location of Books and Records

C.       Location of Collateral

D.       Location of leased facilities and name of lessor/sublessor

<PAGE>

                                   SCHEDULE II

                          JURISDICTION OF ORGANIZATION

                                        14

</TEXT>
</DOCUMENT>
